Barings Corporate Investors : MCI MPV Joint Proxy Statement for 2024 Shareholder Meeting

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A (RULE 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

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• Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule
• 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material Pursuant to Section 240.14a-12

Barings Corporate Investors

Barings Participation Investors

(Names of Registrants as Specified in their Charters)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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BARINGS CORPORATE INVESTORS

BARINGS PARTICIPATION INVESTORS

Notice of Annual Meeting of

Shareholders and Proxy Statement

TIME

Thursday, May 16, 2024

At 8:00 a.m.

Please vote on the internet by following the instructions in the notice and proxy card(s) or date, fill in, and sign the enclosed proxy card(s) and mail in the enclosed return envelope which requires no postage if mailed in the United States.

BARINGS CORPORATE INVESTORS

BARINGS PARTICIPATION INVESTORS

300 South Tryon Street

Suite 2500

Charlotte, North Carolina, 28202

Dear Shareholder:

The 2024 Annual Meeting of Shareholders (the "Meeting") of Barings Corporate Investors ("MCI") and Barings Participation Investors ("MPV" and, together with MCI, each is referred to separately as the "Trust" and collectively as the "Trusts") will be held by remote electronic means at 8:00 a.m., Eastern Time, on Thursday, May 16, 2024. A Notice and a Proxy Statement regarding the Meeting, proxy card(s) for your vote at the Meeting, and a postage prepaid envelope in which to return your proxy card(s) are enclosed.

By promptly returning the enclosed proxy card(s) or by voting on the internet you can help the Trusts avoid the expense of sending follow-up letters. You are earnestly requested to vote your proxy in order that the necessary quorum may be represented at the Meeting. If you later find that you can be present in person, you may, if you wish, revoke your proxy then and vote your shares in person.

At the Meeting, shareholders will be asked to elect two Trustees. The Board of Trustees of each Trust recommends that shareholders elect the nominated Trustees.

I look forward to your attendance at this Meeting because it will provide us with an opportunity to inform you about the progress of the Trusts.

Sincerely,

Clifford M. Noreen

Chairman

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BARINGS CORPORATE INVESTORS

BARINGS PARTICIPATION INVESTORS

300 South Tryon Street

Suite 2500

Charlotte, North Carolina, 28202

Notice of Annual Meeting of Shareholders

To the Shareholders of Barings Corporate Investors and Barings Participation Investors:

The Annual Meeting of Shareholders of each of Barings Corporate Investors ("MCI") and Barings Participation Investors ("MPV" and, together with MCI, each is referred to separately as the "Trust" and collectively as the "Trusts") will be held by remote electronic means on Thursday, May 16, 2024, at 8:00 a.m., Eastern Time (the "Meeting"), for the following purposes:

1. to elect as Trustees Edward P. Grace and Clifford M. Noreen to the Board of Trustees of each Trust (to be voted upon by the shareholders of each Trust, voting separately by Trust); and
2. to transact such other business as may properly come before the Meeting or any adjournment thereof.

Although the Trusts' annual meetings are held simultaneously for convenience, each Trust's shareholders take action independently of the other. Holders of record of the shares of beneficial interest of each Trust at the close of business on Monday, March 18, 2024 are entitled to vote at the Meeting or any adjournment or postponement thereof.

We encourage you to carefully review the enclosed materials, which explain this proposal in more detail. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your share will be represented at the Meeting. You may vote in any of the following ways:

1. Internet: Have your proxy card(s) available. Vote on the internet by accessing the website address on your proxy card(s). Enter your control number from your proxy card(s). Follow the instructions found on the website; or
2. Mail: Vote, sign and return your proxy card(s) in the enclosed postage-paid envelope.

To participate in the Meeting, please register at https://www.viewproxy.com/ barings/broadridgevsm/. Shareholders must also enter the control number found on the shareholder's proxy card, voting instruction form or notice previously received. Shareholders may vote during the Meeting by following the instructions available on the Meeting website during the Meeting. If you have any technical difficulties, you may call 866-612-8937.

By order of the

Boards of Trustees,

Alexandra Pacini

Secretary

Charlotte, North Carolina

March 27, 2024

Please either vote your proxy on the internet or complete, date, and sign the proxy card(s) for the shares held by you and return the proxy card(s) in the envelope provided so that your vote can be recorded. It is important that you vote your proxy promptly, regardless of the size of your holdings, so that a quorum may be assured.

BARINGS CORPORATE INVESTORS

BARINGS PARTICIPATION INVESTORS

Proxy Statement

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees of Barings Corporate Investors ("MCI") and of Barings Participation Investors ("MPV" and, together with MCI, each is referred to separately as the "Trust" and collectively as the "Trusts") for use at the Annual Meeting of Shareholders of each Trust (the "Annual Meeting" or "Meeting"), to be held by remote electronic means on Thursday, May 16, 2024, at 8:00 a.m., Eastern Time. Unless otherwise indicated, all information in this Proxy Statement and Proposal 1 (the "Proposal") apply separately to each Trust.

This Proxy Statement and the accompanying letter to shareholders from the Chairman of the Board of Trustees, Notice of Annual Meeting of Shareholders, and proxy card(s) are being mailed on or about March 27, 2024, to shareholders of record on March 18, 2024 (the "Record Date"). Each Trust's principal business office is c/o Barings LLC ("Barings"), 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202.

Holders of the shares of beneficial interest of each Trust ("shares") of record at the close of business on March 18, 2024 will be entitled to one vote per share on all business of the Meeting and any adjournments thereof. There were 20,298,644 shares of MCI outstanding and 10,622,422 shares of MPV outstanding on the record date. The Trusts, to the best of their knowledge, are not aware of any beneficial owner of more than 5% of the outstanding shares of each Trust. However, Massachusetts Mutual Life Insurance Company ("MassMutual"), the ultimate parent company of Barings, may be deemed a beneficial owner of more than 5% of the outstanding shares of MCI by reason of it owning a $30,000,000 Senior Fixed Rate Convertible Note due November 15, 2027 (the "MCI Note") issued by MCI. Similarly, MassMutual may be deemed a beneficial owner of more than 5% of the outstanding shares of MPV by reason of it owning a $15,000,000 Senior Floating Rate Convertible Note due December 13, 2033 issued by MPV (the "MPV Note and, together with "MCI Note," each a "Note" and collectively the "Notes"). MassMutual, at its option, can convert the principal amount of each Note into shares. The dollar amount of principal would be converted into an equivalent dollar amount of shares based upon the average price of the shares for ten business days prior to the notice of conversion.

The Trusts have engaged Broadridge Financial Solutions, Inc. ("Broadridge") to provide shareholder meeting services, including tabulation and tracking. Should you have any questions about this Proxy Statement, please contact the Trusts by calling (toll-free)1-866-399-1516.

Important Notice regarding the availability of Proxy Materials for the Annual Meeting to be held on Thursday, May 16, 2024. The Proxy

Statement is available on https://www.proxyvote.com or on each Trust's website under Documents at www.barings.com/mci and www.barings.com/mpv.

PROPOSAL 1

ELECTION OF TRUSTEES

The Board of Trustees (the "Board"), which oversees each Trust, provides broad supervision over the affairs of each Trust. Those Trustees who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of each Trust or of Barings are referred to as "Independent Trustees" throughout this Proxy Statement. Barings is responsible for the investment management of each Trust's assets and for providing a variety of other administrative services to each Trust. The officers of each Trust are responsible for its operations.

The Board of each Trust is currently comprised of seven Trustees with terms expiring in 2024, 2025 and 2026. The terms of Edward P. Grace and Clifford M. Noreen expire this year. Each Trust's Nominating Committee nominated Mr. Grace as an Independent Trustee and Mr. Noreen as an Interested Trustee to the Board, each for a three-year term. Each nominee, if elected, is to serve his respective terms, or until each of his successor is duly elected and qualified.

The Board of Trustees recommends that you vote "FOR" the election of the nominees named in this proxy statement.

Information Concerning Trustees, Nominees for Trustee and Officers of

each Trust

Set forth below after the name of each nominee for Trustee and for each Trustee whose term will continue after this Meeting, is his or her present office with each Trust, age, term of office and length of such term served, principal occupation during the past five years, certain of the Trustee's other directorships, and certain other information required to be disclosed in this Proxy Statement. Also, set forth below is a list of each Trust's executive officers ("Officers") along with his or her position with the Trust, term of office and length of such term served, and principal occupation or employment for the past five years.

For purposes of the following Trustee tables, the term "Fund Complex" includes the Trusts, Barings Global Short Duration High Yield Fund, Barings BDC, Inc., Barings Capital Investment Corporation, Barings Private Credit Corporation, MassMutual Select Funds, MassMutual Funds, MML Series Investment Fund, MML Series Investment Fund II, and MassMutual Advantage Funds.

INTERESTED TRUSTEES