Edgar Filing: BARINGS PARTICIPATION INVESTORS

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-Q

Quarterly Schedule of Portfolio Holdings of

Registered Management Investment Company

Investment Company Act file number 811-05531

Barings Participation Investors

(Exact name of registrant as specified in charter)

1500 Main Street, Springfield, MA 01115

(Address of principal executive offices) (Zip code)

Janice M. Bishop, Vice President, Secretary and Chief Legal Officer

Independence Wharf, 470 Atlantic Avenue, Boston, MA 02210

(Name and address of agent for service)

Registrant's telephone number, including area code: 413-226-1000

___________________

Date of fiscal year end: 12/31

___________________

Date of reporting period: 09/30/16

___________________

CONSOLIDATED SCHEDULE OF INVESTMENTS

September 30, 2016

(Unaudited)


Corporate Restricted Securities - 83.44%: (A)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

Private Placement Investments - 69.63%: (C)

1492 Acquisition LLC
A leading producer of premium Italian cured meats and deli meats in the U.S.
Limited Liability Company Unit Class A Preferred (B)	102 uts.		10/17/12		$	102,270	$	137,055
Limited Liability Company Unit Class A Common (B)	11,364 uts.		10/17/12			11,364		153,952
						113,634		291,007

ABC Industries, Inc.
A manufacturer of mine and tunneling ventilation products in the U.S.
13% Senior Subordinated Note due 07/31/2019	$	139,205	08/01/12			131,415		138,330
Preferred Stock Series A (B)	125,000 shs.		08/01/12			125,000		224,686
Warrant, exercisable until 2022, to purchase common stock at $.02 per share (B)	22,414 shs.		08/01/12			42,446		37,857
						298,861		400,873

Advanced Manufacturing Enterprises LLC
A designer and manufacturer of large, custom gearing products for a number of critical customer applications.
Limited Liability Company Unit (B)	1,945 uts.			*		207,910		—
* 12/07/12, 07/11/13 and 06/30/15.

Advanced Technologies Holdings
A provider of factory maintenance services to industrial companies.
Preferred Stock Series A (B)	152 shs.		12/27/07			75,131		329,556
Convertible Preferred Stock Series B (B)	28 shs.		01/04/11			21,600		60,321
						96,731		389,877

AFC - Dell Holding Corporation
A distributor and provider of inventory management services for "C-Parts" used by OEMs in their manufacturing and production facilities.
12.5% Senior Subordinated Note due 09/27/2020	$	1,200,329	03/27/15			1,181,644		1,224,335
Preferred Stock (B)	1,122 shs.		03/27/15			112,154		114,673
Common Stock (B)	346 shs.		03/27/15			346		—
						1,294,144		1,339,008

Airxcel Holdings
A leading manufacturer of a broad range of climate control solutions, including air-conditioners, heat pumps, cooking appliances, furnaces, powered vents, and water heaters.
12.5% Senior Subordinated Note due 11/18/2020	$	1,477,791	11/18/14			1,455,792		1,516,078
Limited Liability Company Unit	288 uts.		11/18/14			288,000		438,245
						1,743,792		1,954,323

Barings Participation Investors

(formerly known as Babson Capital Participation Investors)

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value
AMS Holding LLC
A leading multi-channel direct marketer of high-value collectible coins and proprietary-branded jewelry and watches.
Limited Liability Company Unit Class A Preferred (B)	114 uts.		10/04/12		$	113,636	$	287,929


Animal Supply Company
A distributor of pet products to independent pet stores, veterinary clients and other pet specialty retailers.
11.75% Second Lien Term Loan due 09/17/2019	$	1,759,500	03/30/15			1,742,382		1,700,068


API Technologies Corp.
A designer, developer and manufacturer of electronic systems, subsystems, modules and secure communications for technically demanding defense, aerospace and commercial applications in the U.S. and internationally.
12% Senior Subordinated Note due 4/22/2023	$	1,386,057	04/22/16			1,363,211		1,417,034
Limited Liability Company Unit (B)	345,000 uts.		04/20/16			345,000		296,700
						1,708,211		1,713,734

ARI Holding Corporation
A leading national supplier of products used primarily by specialty contractors.
11.5% Senior Subordinated Note due 02/01/2020	$	1,710,973		*		1,692,711		1,710,973
Limited Partnership Interest	524 uts.		08/01/14			523,950		665,268
* 05/21/13 and 08/01/14.						2,216,661		2,376,241


ASC Holdings, Inc.
A manufacturer of capital equipment used by corrugated box manufacturers.
13% Senior Subordinated Note due 05/18/2021	$	746,816	11/19/15			733,695		747,330
Limited Liability Company Unit (B)	111,100 uts.		11/18/15			111,100		60,661
						844,795		807,991

Aurora Parts & Accessories LLC
A distributor of aftermarket over-the-road semi-trailer parts and accessories sold to customers across North America.
11% Senior Subordinated Note due 02/17/2022	$	1,515,400	08/17/15			1,489,554		1,560,862
Preferred Stock (B)	210 shs.		08/17/15			209,390		199,743
Common Stock (B)	210 shs.		08/17/15			210		—
						1,699,154		1,760,605

Avantech Testing Services LLC
A manufacturer of custom Non-Destructive Testing ("NDT") systems and provider of NDT and inspections services primarily to the oil country tubular goods market.
15% Senior Subordinated Note due 01/31/2021 (D)	$	500,587	07/31/14			491,228		—
Limited Liability Company Unit	45,504 uts.			*		—		—
* 07/31/14 and 10/14/15.						491,228		—

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value
Blue Wave Products, Inc.
A distributor of pool supplies.
10% Senior Secured Term Note due 09/30/2018	$	158,865	10/12/12		$	157,586	$	158,865
13% Senior Subordinated Note due 09/30/2019	$	330,589	10/12/12			317,601		330,589
Common Stock (B)	51,064 shs.		10/12/12			51,064		216,167
Warrant, exercisable until 2022, to purchase common stock at $.01 per share (B)	20,216 shs.		10/12/12			20,216		85,580
						546,467		791,201

BlueSpire Holding, Inc.
A marketing services firm that integrates strategy, technology, and content to deliver customized marketing solutions for clients in the senior living, financial services and healthcare end markets.
12.5% Senior Subordinated Note due 06/30/2021	$	1,597,826	06/30/15			1,571,194		495,326
Common Stock (B)	1,417 shs.		06/30/15			156,800		—
						1,727,994		495,326

BP SCI LLC
A leading value-added distributor of branded pipes, valves, and fittings (PVF) to diversified end markets.
Limited Liability Company Unit Class A (B)	417 uts.		10/17/12			41,667		107,220
Limited Liability Company Unit Class B (B)	167 uts.		10/17/12			166,666		259,831
						208,333		367,051

CG Holdings Manufacturing Company
A coating provider serving the automotive, agricultural, heavy truck and other end markets.
13% Senior Subordinated Note due 11/01/2019	$	1,412,605		*		1,359,332		1,412,605
Preferred Stock (B)	1,350 shs.			*		134,972		166,134
Preferred Stock (B)	489 shs.			*		48,721		60,214
Common Stock (B)	140 shs.			*		14,864		103,140
Warrant, exercisable until 2023, to purchase common stock at $.01 per share (B)	58 shs.			*		5,430		42,841
* 05/09/13 and 11/01/13.						1,563,319		1,784,934


CHG Alternative Education Holding Company
A leading provider of publicly-funded, for profit pre-K-12 education services targeting special needs children at therapeutic day schools and "at risk" youth through alternative education programs.
13.5% Senior Subordinated Note due 01/19/2018	$	776,910	01/19/11			765,508		776,910
14% Senior Subordinated Note due 08/03/2019	$	203,967	08/03/12			201,998		203,967
Common Stock (B)	375 shs.		01/19/11			37,500		55,102
Warrant, exercisable until 2021, to purchase common stock at $.01 per share (B)	295 shs.		01/19/11			29,250		43,313
						1,034,256		1,079,292

Barings Participation Investors

(formerly known as Babson Capital Participation Investors)

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date	Cost		Fair Value
Church Services Holding Company
A provider of diversified residential services to homeowners in the Houston, Dallas, and Austin markets.
14.5% Senior Subordinated Note due 03/26/2018	$	192,847	03/26/12	$	190,667	$	170,381
Preferred Stock Series A (B)	65 shs.		09/22/16		6,465		—
Preferred Stock (B)	548 shs.		04/11/16		54,762		—
Common Stock (B)	1,327 shs.		*		132,700		—
Warrant, exercisable until 2022, to purchase common stock at $.01 per share (B)	57 shs.		03/26/12		5,740		—
* 03/26/12, 05/25/12 and 06/19/12.					390,334		170,381


Clarion Brands Holding Corp.
A portfolio of six over-the-counter (OTC) pharmaceutical brands whose products are used to treat tinnitus or ringing of the ear, excessive sweating, urinary tract infections, muscle pain, and skin conditions.
12.5% Senior Subordinated Note due 04/01/2021	$	2,015,881	*		1,983,139		2,016,289
Limited Liability Company Unit	1,853 uts.		07/18/16		189,267		211,221
* 10/01/14 and 07/18/16.					2,172,406		2,227,510


Clough, Harbour and Associates
An engineering service firm that is located in Albany, NY.
Preferred Stock (B)	147 shs.		12/02/08		146,594		712,348


Compass Chemical International LLC
A manufacturer and supplier of standard and specialty formulated chemicals, primarily phosphoric acid derivatives called phosphonates.
Limited Liability Company Unit (B)	230 uts.		03/04/15		147,304		121,590


Connecticut Electric, Inc.
A supplier and distributor of electrical products sold into the retail and wholesale markets.
Limited Liability Company Unit Class A (B)	82,613 uts.		01/12/07		82,613		106,761
Limited Liability Company Unit Class C (B)	59,756 uts.		01/12/07		59,756		82,643
Limited Liability Company Unit Class D (B)	671,525 uts.		05/03/10		—		854,555
Limited Liability Company Unit Class E (B)	1,102 uts.		05/03/10		—		135,815
					142,369		1,179,774

CORA Health Services, Inc.
A provider of outpatient rehabilitation therapy services.
12.75% Senior Subordinated Note due 06/30/2023	$	761,597	06/30/16		746,978		766,395
Common Stock Class A (B)	3,791 shs.		06/30/16		3,791		3,791
Preferred Stock Series A (B)	758 shs.		06/30/16		72,033		72,033
					822,802		842,219

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date	Cost		Fair Value
CTM Holding, Inc.
A leading owner and operator of coin-operated children's rides, penny presses and candy kiosks in the U.S.
15% Senior Subordinated Note due 11/22/2019	$	1,287,228	11/22/13	$	1,272,237	$	1,294,241
Common Stock (B)	90 shs.		*		514,284		417,956
* 11/22/13 and 09/16/16.					1,786,521		1,712,197


DPL Holding Corporation
A distributor and manufacturer of aftermarket undercarriage parts for medium and heavy duty trucks and trailers.
14% Senior Subordinated Note due 05/04/2019	$	1,396,975	05/04/12		1,384,436		1,392,497
Preferred Stock (B)	25 shs.		05/04/12		252,434		298,403
Common Stock (B)	25 shs.		05/04/12		28,048		—
					1,664,918		1,690,900

Dunn Paper
A provider of specialty paper for niche product applications.
9.75% Second Lien Term Loan due 08/31/2023	$	1,725,000	09/28/16		1,690,500		1,690,500


Eagle Family Foods, Inc.
A producer of low-cost branded and private label canned milk.
10.05% Last Out Term Loan due 12/31/2021	$	1,725,000	12/22/15		1,702,371		1,707,157


ECG Consulting Group
A healthcare management consulting company who provides strategic, financial, operational, and technology related consulting services to healthcare providers.
11.75% Senior Subordinated Note due 11/21/2020	$	1,311,891	11/21/14		1,289,412		1,338,129
Limited Liability Company Unit (B)	230 uts.		11/19/14		71,875		73,186
					1,361,287		1,411,315

ERG Holding Company LLC
A provider of inpatient and outpatient clinical trial services to pharmaceutical companies and contract research organizations.
13.5% Senior Subordinated Note due 10/04/2019	$	965,724	04/04/14		953,838		975,382
14% Senior Subordinated Note due 10/04/2019	$	253,243	07/01/16		248,512		255,277
Common Stock (B)	31 shs.		04/04/14		77,533		95,445
					1,279,883		1,326,104

F F C Holding Corporation
A leading U.S. manufacturer of private label frozen novelty and ice cream products.
Limited Liability Company Unit Preferred (B)	171 uts.		09/27/10		58,345		77,219
Limited Liability Company Unit Common (B)	171 uts.		09/27/10		17,073		170,340
					75,418		247,559

Barings Participation Investors

(formerly known as Babson Capital Participation Investors)

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date	Cost		Fair Value
F G I Equity LLC
A manufacturer of a broad range of filters and related products that are used in commercial, light industrial, healthcare, gas turbine, nuclear, laboratory, clean room, hotel, educational system, and food processing settings.
Limited Liability Company Unit Preferred (B)	80,559 uts.		04/15/14	$	—	$	80,559
Limited Liability Company Unit Class B-1 (B)	65,789 uts.		12/15/10		65,789		170,517
Limited Liability Company Unit Class B-2 (B)	8,248 uts.		12/15/10		8,248		21,378
Limited Liability Company Unit Class B-3 (B)	6,522 uts.		08/30/12		15,000		18,599
Limited Liability Company Unit Class C (B)	1,575 uts.		12/20/10		16,009		33,013
					105,046		324,066

FMH Holdings Corporation
A designer and manufacturer of highly engineered components for the aerospace, defense and space industries.
11.5% Senior Subordinated Note due 11/01/2020	$	1,443,937	05/01/15		1,421,549		1,458,376
Common Stock (B)	148 shs.		05/01/15		148,096		244,251
					1,569,645		1,702,627

GD Dental Services LLC
A provider of convenient "onestop" general, specialty, and cosmetic dental services with 21 offices located throughout South and Central Florida.
Limited Liability Company Unit Preferred (B)	76 uts.		10/05/12		75,920		100,760
Limited Liability Company Unit Common (B)	767 uts.		10/05/12		767		30,346
					76,687		131,106

GenNx Novel Holding, Inc.
A manufacturer and distributor of nutraceutical ingredients.
15% Senior Subordinated Note due 03/27/2020	$	1,605,904	03/27/14		1,585,021		1,465,750
Common Stock (B)	15,500 shs.		03/27/14		155,000		38,929
					1,740,021		1,504,679

gloProfessional Holdings, Inc.
A marketer and distributor of premium mineral-based cosmetics, cosmeceuticals and professional hair care products to the professional spa and physician's office channels.
14% Senior Subordinated Note due 03/27/2019	$	1,213,951	03/27/13		1,202,198		1,204,687
Common Stock (B)	1,181 shs.		03/27/13		118,110		133,052
					1,320,308		1,337,739

Glynlyon Holding Companies, Inc.
A technology-enabled curriculum provider of K-12 and support services predominantly to small and medium public school districts.
12% Senior Subordinated Note due 01/05/2022	$	1,588,809	01/15/16		1,559,903		1,636,473
Common Stock (B)	147 shs.		01/15/16		147,436		156,650
					1,707,339		1,793,123

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value
GlynnDevins Acquisition Corporation
A marketing communications agency that services senior living facilities.
Preferred Stock Series A (B)	342 shs.		06/19/15		$	70,683	$	76,522
Common Stock (B)	342 shs.		06/19/15			2,945		8,264
						73,628		84,786

Grakon Parent
The leading designer and manufacturer of highly-engineered and customized LED and incandescent lighting systems for transportation-based markets.
Common Stock (B)	175 shs.		10/31/14			174,831		215,591


GTI Holding Company
A designer, developer, and marketer of precision specialty hand tools and handheld test instruments.
12% Senior Subordinated Note due 02/05/2020	$	727,865	02/05/14			694,191		706,432
Common Stock (B)	846 shs.		02/05/14			84,636		90,673
Warrant, exercisable until 2024, to purchase common stock at $.01 per share (B)	397 shs.		02/05/14			36,816		42,550
						815,643		839,655

Handi Quilter Holding Company
A designer and manufacturer of long-arm quilting machines and related components for the consumer quilting market.
12% Senior Subordinated Note due 06/19/2021	$	1,437,500	12/19/14			1,414,503		1,484,004
Limited Liability Company Unit Preferred (B)	359 uts.			*		359,375		364,224
Limited Liability Company Unit Common Class A (B)	3,594 uts.		12/19/14			—		—
* 12/19/14 and 04/29/16.						1,773,878		1,848,228


Happy Floors Acquisition, Inc.
A wholesale importer and value-added distributor of premium European flooring tile to residential and commercial end markets.
12.5% Senior Subordinated Note due 07/01/2022	$	1,579,439	07/01/16			1,549,228		1,584,876
Common Stock (B)	150 shs.		07/01/16			149,500		149,500
						1,698,728		1,734,376

Hartland Controls Holding Corporation
A manufacturer and distributor of electronic and electromechanical components.
14% Senior Subordinated Note due 08/14/2019	$	1,100,874	02/14/14			1,087,386		1,111,883
12% Senior Subordinated Note due 08/14/2019	$	431,250	06/22/15			428,064		439,875
Preferred Stock Series A (B)	1,140 shs.		02/14/14			114,011		126,157
Common Stock (B)	821 shs.		02/14/14			822		284,157
						1,630,283		1,962,072

Barings Participation Investors

(formerly known as Babson Capital Participation Investors)

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date	Cost		Fair Value
Healthcare Direct Holding Company
A direct-to-customer marketer of discount dental plans.
Common Stock (B)	517 shs.		03/09/12	$	21,419	$	107,056


HHI Group, LLC
A developer, marketer, and distributor of hobby-grade radio control products.
16% Senior Subordinated Note due 01/17/2020	$	1,705,848	01/17/14		1,686,231		1,475,827
Limited Liability Company Unit (B)	102 uts.		01/17/14		101,563		2,232
					1,787,794		1,478,059

Hi-Rel Group LLC
A manufacturer and distributor of precision metal piece parts for the microelectronic packaging industry, serving the aerospace/defense, telecommunications, and medical end markets.
12% Senior Subordinated Note due 04/15/2021	$	703,125	04/15/13		682,277		710,156
Limited Liability Company Unit (B)	234 uts.		04/15/13		234,375		1,114,724
Warrant, exercisable until 2020, to purchase common stock at $.01 per share (B)	37,177 shs.		04/15/13		32,344		212,238
					948,996		2,037,118

Hollandia Produce LLC
A hydroponic greenhouse producer of branded root vegetables.
13.75% Senior Subordinated Note due 03/31/2021	$	1,320,718	12/30/15		1,297,748		1,328,186


HOP Entertainment LLC
A provider of post production equipment and services to producers of television shows and motion pictures.
Limited Liability Company Unit Class F (B)	47 uts.		10/14/11		—		—
Limited Liability Company Unit Class G (B)	114 uts.		10/14/11		—		—
Limited Liability Company Unit Class H (B)	47 uts.		10/14/11		—		—
Limited Liability Company Unit Class I (B)	47 uts.		10/14/11		—		—
					—		—

Hospitality Mints Holding Company
A manufacturer of individually-wrapped imprinted promotional mints.
12% Senior Subordinated Note due 10/01/2018	$	1,098,837	08/19/08		1,094,457		1,028,587
Common Stock (B)	251 shs.		08/19/08		251,163		45,976
Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B)	65 shs.		08/19/08		60,233		11,884
					1,405,853		1,086,447

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date	Cost		Fair Value
HVAC Holdings, Inc.
A provider of integrated energy efficiency services and maintenance programs for HVAC systems.
12% Senior Subordinated Note due 7/19/2022	$	1,126,006	07/19/16	$	1,113,934	$	1,124,605
Limited Liability Company Unit Class A Preferred (B)	1,127 uts.		09/27/12		112,726		165,271
Limited Liability Company Unit Class A Common (B)	910 uts.		09/27/12		910		93,912
					1,227,570		1,383,788

Ideal Tridon Holdings, Inc.
A designer and manufacturer of clamps and couplings used in automotive and industrial end markets.
Common Stock	93 shs.		10/27/11		77,462		172,099


Impact Confections
An independent manufacturer and marketer of confectionery products including Warheads^® brand sour candies, Melster^® brand classic candies, and co-manufactured/private label classic candies.
13% Senior Subordinated Note due 11/10/2020	$	1,084,039	11/10/14		1,067,760		1,092,950
Common Stock (B)	2,300 shs.		11/10/14		230,000		242,871
					1,297,760		1,335,821

Insurance Claims Management, Inc.
A third party administrator providing auto and property claim administration services for insurance companies.
Common Stock (B)	47 shs.		02/27/07		1,424		122,994


J A C Holding Enterprises, Inc.
A supplier of luggage racks and accessories to the original equipment manufacturers.
Preferred Stock A (B)	165 shs.		12/20/10		165,000		326,697
Preferred Stock B (B)	0.06 shs.		12/20/10		—		119
Common Stock	33 shs.		12/20/10		1,667		207,498
Warrant, exercisable until 2020, to purchase common stock at $.01 per share (B)	12 shs.		12/20/10		105,643		172,825
					272,310		707,139

Janus Group Holdings LLC
A manufacturer of roll-up doors and hallway systems that are primarily used in self-storage facilities.
13.5% Senior Subordinated Note due 06/10/2019	$	577,581	12/11/13		570,838		583,357
Limited Liability Company Unit Class A (B)	283 uts.		12/11/13		611,794		1,534,406
					1,182,632		2,117,763

JMH Investors LLC
A developer and manufacturer of custom formulations for a wide variety of foods.
14.25% Senior Subordinated Note due 12/05/2019 (D)	$	1,093,961	12/05/12		1,079,903		—
Limited Liability Company Unit (B)	1,038,805 uts.		12/05/12		232,207		—
					1,312,110		—

Barings Participation Investors

(formerly known as Babson Capital Participation Investors)

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date	Cost		Fair Value
K & N Parent, Inc.
A manufacturer and supplier of automotive aftermarket performance air filters and intake systems.
Preferred Stock Series A	102 shs.		12/23/11	$	—	$	—
Preferred Stock Series B	29 shs.		12/23/11		—		—
Common Stock	163 shs.		*		6,522		304,493
* 12/23/11 and 06/30/14.					6,522		304,493


K N B Holdings Corporation
A designer, manufacturer and marketer of products for the custom framing market.
Common Stock (B)	71,053 shs.		05/24/06		71,053		87,460
Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B)	43,600 shs.		05/25/06		37,871		53,668
					108,924		141,128

K P I Holdings, Inc.
The largest player in the U.S. non-automotive, non-ferrous die casting segment.
Limited Liability Company Unit Class C Preferred (B)	40 uts.		06/30/15		—		76,314
Common Stock (B)	353 shs.		07/15/08		285,619		346,535
					285,619		422,849

Kyjen Company
A designer and distributer of branded and private label dog toys and accessories primarily in the US.
13% Senior Subordinated Note due 10/14/2021	$	1,306,229	10/14/15		1,283,266		1,345,416


Mail Communications Group, Inc.
A provider of mail processing and handling services, lettershop services, and commercial printing services.
Limited Liability Company Unit	12,764 uts.		*		166,481		173,397
Warrant, exercisable until 2017, to purchase common stock at $.01 per share (B)	1,787 shs.		05/04/07		22,781		24,277
* 05/04/07 and 01/02/08.					189,262		197,674


Manhattan Beachwear Holding Company
A designer and distributor of women's swimwear.
12.5% Senior Subordinated Note due 01/15/2018 (D)	$	419,971	01/15/10		404,121		—
15% Senior Subordinated Note due 01/15/2018 (D)	$	115,253	10/05/10		114,604		—
Common Stock (B)	35 shs.		10/05/10		35,400		—
Common Stock Class B (B)	118 shs.		01/15/10		117,647		—
Warrant, exercisable until 2019, to purchase common stock at $.01 per share (B)	104 shs.		10/05/10		94,579		—
					766,351		—

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date	Cost		Fair Value
Master Cutlery LLC
A designer and marketer of a wide assortment of knives and swords.
13% Senior Subordinated Note due 04/17/2020	$	874,763	04/17/15	$	866,780	$	829,807
Limited Liability Company Unit	5 uts.		04/17/15		678,329		274,290
					1,545,109		1,104,097

MC Sign Holdings LLC
A provider of sign and lighting services nationwide.
11.75% Senior Subordinated Note due 09/15/2021	$	766,867	09/22/15		753,548		774,536
Limited Liability Company Unit Class B (B)	101,500 uts.		09/22/15		101,500		103,449
					855,048		877,985

Merex Holding Corporation
A provider of after-market spare parts and components, as well as Maintenance, Repair and Overhaul services for "out of production" or "legacy" aerospace and defense systems that are no longer effectively supported by the original equipment manufacturers.
16% Senior Subordinated Note due 10/30/2019 (D)	$	454,295	09/22/11		449,013		340,721
15% Senior Subordinated Note due 04/30/2022 (D)	$	23,839	08/18/15		23,839		—
Limited Liability Company Unit Series A (B)	228 uts.		05/07/14		14,760		—
Limited Liability Company Unit Series B (B)	155,945 uts.		09/22/11		155,945		—
Common Stock Class A (B)	1,859 shs.		08/18/15		—		—
					643,557		340,721

MES Partners, Inc.
An industrial service business offering an array of cleaning and environmental services to the Gulf Coast region of the U.S.
12% Senior Subordinated Note due 09/30/2021	$	1,103,876	09/30/14		1,086,675		1,125,954
Common Stock Class B (B)	219,545 shs.		09/30/14		219,545		136,222
					1,306,220		1,262,176

MNX Holding Company
An international third party logistics company providing customized logistics services to customers across the globe.
14% Senior Subordinated Note due 11/02/2019	$	1,303,250	11/02/12		1,289,691		1,303,250
Common Stock (B)	45 shs.		11/02/12		44,643		45,255
					1,334,334		1,348,505

Money Mailer Equity LLC
A leading provider of hyperlocal shared direct mail advertising as well as interactive and online advertising solutions through its nationwide production and distribution network.
12% Senior Subordinated Note due 10/29/2021	$	1,730,864	04/29/16		1,698,431		1,740,012

Barings Participation Investors

(formerly known as Babson Capital Participation Investors)

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date	Cost		Fair Value
Motion Controls Holdings
A manufacturer of high performance mechanical motion control and linkage products.
14.25% Senior Subordinated Note due 08/15/2020	$	1,004,984	11/30/10	$	997,562	$	1,004,984
Limited Liability Company Unit Class B-1 (B)	75,000 uts.		11/30/10		—		44,781
Limited Liability Company Unit Class B-2 (B)	6,801 uts.		11/30/10		—		4,061
					997,562		1,053,826

NetShape Technologies, Inc.
A manufacturer of powder metal and metal injection molded precision components used in industrial, consumer, and other applications.
12% Senior Subordinated Note due 06/10/2020	$	810,000	02/02/07		809,408		—
Limited Partnership Interest of Saw Mill PCG Partners LLC (B)	1.38% int.		02/01/07		588,077		—
Limited Liability Company Unit Class D of Saw Mill PCG Partners LLC (B)	9 uts.		*		8,873		—
Limited Liability Company Unit Class D-1 of Saw Mill PCG Partners LLC (B)	121 uts.		09/30/09		121,160		—
Limited Liability Company Unit Class D-2 of Saw Mill PCG Partners LLC (B)	68 uts.		04/29/11		34,547		—
Limited Liability Company Unit Class D-3 of Saw Mill PCG Partners LLC (B)	104 uts.		12/10/14		103,904		36,011
* 12/18/08 and 09/30/09.					1,665,969		36,011


NSi Industries Holdings, Inc.
A manufacturer and distributer of electrical components and accessories to small to mid-sized electrical wholesalers.
12.75% Senior Subordinated Note due 05/17/2023	$	1,527,814	06/30/16		1,499,119		1,563,548
Common Stock (B)	207 shs.		05/17/16		207,000		237,184
					1,706,119		1,800,732

O E C Holding Corporation
A provider of elevator maintenance, repair and modernization services.
Preferred Stock Series A (B)	554 shs.		06/04/10		55,354		69,031
Preferred Stock Series B (B)	311 shs.		06/04/10		31,125		55,140
Common Stock (B)	344 shs.		06/04/10		344		49,862
					86,823		174,033

PANOS Brands LLC
A marketer and distributor of branded consumer foods in the specialty, natural, better-for-you,"free from" healthy and gluten-free categories.
12% Senior Subordinated Note due 07/29/2021	$	1,449,000	01/29/16		1,422,609		1,492,470
Common Stock Class A (B)	276,000 shs.		01/29/16		276,000		329,001
					1,698,609		1,821,471

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value
Pearlman Enterprises, Inc.
A developer and distributor of tools, equipment and supplies to the natural and engineered stone industry.
Preferred Stock Series A (B)	1,236 shs.			05/22/09	$	59,034	$	1,235,800
Preferred Stock Series B (B)	7,059 shs.			05/22/09		290,050		179,644
Common Stock (B)	21,462 shs.			05/22/09		993,816		—
						1,342,900		1,415,444

Petroplex Inv Holdings LLC
A leading provider of acidizing services to E&P customers in the Permian Basin.
Limited Liability Company Unit	156,250 uts.			11/29/12		156,250		—


Polytex Holdings LLC
A manufacturer of water based inks and related products serving primarily the wall covering market.
13% Senior Subordinated Note due 01/31/2020	$	1,059,351		07/31/14		1,045,056		1,044,220
Limited Liability Company Unit	148,096 uts.			07/31/14		148,096		128,088
						1,193,152		1,172,308

Power Stop Holdings LLC
A supplier of performance upgrade aftermarket brake products.
11% Senior Subordinated Note due 05/29/2022	$	1,610,100		05/29/15		1,583,360		1,642,302
Limited Liability Company Unit Preferred (B)	1,149 uts.			05/29/15		114,900		127,997
Limited Liability Company Unit Common (B)	1,149 uts.			05/29/15		—		77,735
						1,698,260		1,848,034

PPC Event Services
A special event equipment rental business.
14% Senior Subordinated Note due 05/20/2020	$	1,161,087		11/20/14		1,144,535		1,184,309
Limited Liability Company Unit (B)	3,450 uts.			11/20/14		172,500		439,740
Limited Liability Company Unit Series A-1 (B)	339 uts.			03/16/16		42,419		49,825
						1,359,454		1,673,874

Randy's Worldwide Automotive
A designer and distributor of automotive aftermarket parts.
11.5% Senior Subordinated Note due 05/12/2021	$	1,135,898		05/12/15		1,117,965		1,158,616
Common Stock (B)	118 shs.			05/12/15		118,476		174,818
						1,236,441		1,333,434

REVSpring, Inc.
A provider of accounts receivable management and revenue cycle management services to customers in the healthcare, financial and utility industries.
Limited Liability Company Unit Class A (B)	13,548 uts.			*		135,477		253,325
* 10/21/11 and 08/03/12.

Barings Participation Investors

(formerly known as Babson Capital Participation Investors)

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value
Safety Infrastructure Solutions
A provider of trench safety equipment to a diverse customer base across multiple end markets in Texas and the Southwestern United States.
Preferred Stock (B)	2,098 shs.		03/30/12		$	83,920	$	123,628
Common Stock (B)	983 shs.		03/30/12			9,830		176,065
						93,750		299,693

Signature Systems Holding Company
A seller and installer of a variety of modular surfaces, industrial matting and related products used for ground protection.
Common Stock (B)	76 shs.		03/15/13			75,509		31,129
Warrant, exercisable until 2023, to purchase common stock A at $.01 per share (B)	31 shs.		03/15/13			28,316		12,718
						103,825		43,847

Smart Source Holdings LLC
A short-term computer rental company.
Limited Liability Company Unit (B)	328 uts.			*		261,262		393,663
Warrant, exercisable until 2020, to purchase common stock at $.01 per share (B)	83 shs.			*		67,467		99,715
* 08/31/07 and 03/06/08.						328,729		493,378


SMB Machinery Holdings, Inc.
A reseller of used, rebuilt and refurbished packaging and processing equipment, primarily serving the bottling and food manufacturing industries.
14% Senior Subordinated Note due 10/18/2019 (D)	$	738,694	10/18/13			726,147		—
Common Stock (B)	841 shs.		10/18/13			84,100		—
						810,247		—

Software Paradigms International Group, LLC
An outsourced IT services provider focused on the retail industry.
12.5% Senior Subordinated Note due 11/23/2021	$	1,725,000	05/23/16			1,692,087		1,757,116


Strahman Holdings Inc
A manufacturer of industrial valves and wash down equipment for a variety of industries, including chemical, petrochemical, polymer, pharmaceutical, food processing, beverage and mining.
14% Senior Subordinated Note due 06/13/2019	$	1,059,783	12/13/13			1,044,659		1,051,600
Preferred Stock Series A (B)	158,967 shs.		12/13/13			158,967		192,350
Preferred Stock Series A-2 (B)	26,543 shs.		09/10/15			29,994		32,117
						1,233,620		1,276,067

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value
Sunrise Windows Holding Company
A manufacturer and marketer of premium vinyl windows exclusively selling to the residential remodeling and replacement market.
16% Senior Subordinated Note due 12/14/2017	$	1,372,356		*	$	1,355,714	$	1,235,120
Common Stock (B)	38 shs.		12/14/10			38,168		13,630
Warrant, exercisable until 2020, to purchase common stock at $.01 per share (B)	37 shs.		12/14/10			37,249		13,301
* 12/14/10, 08/17/12 and 03/31/16.						1,431,131		1,262,051


Sunvair Aerospace Group Inc.
An aerospace maintenance, repair, and overhaul provider servicing landing gears on narrow body aircraft.
12% Senior Subordinated Note due 07/31/2021	$	1,215,600	07/31/15			1,195,390		1,206,825
Common Stock (B)	68 shs.		07/31/15			78,150		49,525
						1,273,540		1,256,350

Team Drive-Away Holdings LLC
An asset-light provider of over the road driveaway services for class 8 trucks and specialized equipment.
12.5% Senior Subordinated Note due 04/15/2021	$	766,700	10/15/15			753,337		789,701
Limited Liability Company Unit (B)	95,800 uts.		10/15/15			95,800		121,187
						849,137		910,888

Torrent Group Holdings, Inc.
A contractor specializing in the sales and installation of engineered drywells for the retention and filtration of stormwater and nuisance water flow.
3% Senior Subordinated Note due 12/31/2018 (D)	$	634,764	12/05/13			—		634,764
15% Senior Subordinated Note due 12/05/2020 (D)	$	67,125	12/05/13			219,203		67,125
Warrant, exercisable until 2023, to purchase common stock at $.01 per share (B)	28,079 shs.		12/05/13			—		5,616
						219,203		707,505

Tranzonic Holdings LLC
A producer of commercial and industrial supplies, such as safety products, janitorial supplies, work apparel, washroom and restroom supplies and sanitary care products.
Limited Liability Company Unit Preferred Class A (B)	147,727 shs.		07/05/13			147,727		214,778


Tristar Global Energy Solutions, Inc.
A hydrocarbon and decontamination services provider serving refineries worldwide.
12.5% Senior Subordinated Note due 07/31/2020	$	1,139,119	01/23/15			1,122,100		1,126,192


Veritext Corporation
A provider of stenographic staffing and other services used during the legal deposition process.
10.75% Second Lien Term Loan due 01/29/2023	$	1,725,000	01/21/16			1,693,819		1,723,668

Barings Participation Investors

(formerly known as Babson Capital Participation Investors)

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value
Vitex Packaging Group, Inc.
A manufacturer of specialty packaging, primarily envelopes and tags used on tea bags.
Class B Unit (B)	406,525 uts.		10/29/09		$	184,266	$	—
Class C Unit (B)	450,000 uts.		10/29/09			413,244		102,742
Limited Liability Company Unit Class A (B)	383,011 uts.			*		229,353		—
Limited Liability Company Unit Class B (B)	96,848 uts.		07/19/04			96,848		—
* 07/19/04 and 10/29/09.						923,711		102,742


VP Holding Company
A provider of school transportation services for special-needs and homeless children in Massachusetts.
Common Stock (B)	3,632 shs.		03/31/14			363,158		558,444


Wellborn Forest Holding Company
A manufacturer of semi-custom kitchen and bath cabinetry.
8% Senior Subordinated Note due 09/30/2017 (D)	$	1,680,931	11/30/06			867,531		1,512,838
Common Stock (B)	101 shs.		11/30/06			101,250		—
Warrant, exercisable until 2017, to purchase common stock at $.01 per share (B)	51 shs.		11/30/06			45,790		—
						1,014,571		1,512,838

Westminster Acquisition LLC
A manufacturer of premium, all-natural oyster cracker products sold under the Westminster and Olde Cape Cod brands.
12% Senior Subordinated Note due 02/03/2021	$	374,549	08/03/15			368,517		382,040
Limited Liability Company Unit (B)	370,241 uts.		08/03/15			370,241		559,546
						738,758		941,586

Whitcraft Holdings, Inc.
A leading independent manufacturer of precision formed, machined, and fabricated flight-critical aerospace components.
Common Stock (B)	205 shs.		12/16/10			205,480		223,158
Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B)	55 shs.		12/16/10			49,334		59,971
						254,814		283,129

Wolf-Gordon, Inc.
A designer and specialty distributor of wallcoverings and related building products, including textiles, paint, and writeable surfaces.
12.5% Senior Subordinated Note due 07/22/2021	$	1,584,508	01/22/16			1,555,991		1,632,043
Common Stock (B)	157 shs.		01/22/16			156,818		177,327
						1,712,809		1,809,370

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value
WP Supply Holding Corporation
A distributor of fresh fruits and vegetables to grocery wholesalers and foodservice distributors in the upper Midwest.
14.5% Senior Subordinated Note due 06/12/2020	$	960,675		11/03/11	$	953,670	$	960,675
Common Stock (B)	1,500 shs.			11/03/11		150,000		215,297
						1,103,670		1,175,972

York Wall Holding Company
A designer, manufacturer and marketer of wall covering products for both residential and commercial wall coverings.
12.5% Senior Subordinated Note due 03/04/2021	$	1,578,218		03/04/15		1,553,360		1,374,787
Common Stock (B)	1,835 shs.			03/04/15		183,500		85,680
						1,736,860		1,460,467


Total Private Placement Investments (E)					$	96,700,255	$	98,517,161

Barings Participation Investors

(formerly known as Babson Capital Participation Investors)

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Interest Rate			Maturity Date	Principal Amount		Cost		Market Value

Rule 144A Securities - 13.81%:
Bonds - 13.81%
Altice Financing S.A.		7.500	%	05/15/26	$	400,000	$	400,000	$	416,500
Amsted Industries		5.375		09/15/24		240,000		240,000		238,800
Beazer Homes USA, Inc.		8.750		03/15/22		160,000		160,000		168,800
Belden Inc.		5.250		07/15/24		210,000		210,000		213,150
Boise Cascade Company		5.625		09/01/24		130,000		130,000		131,950
Cimpress N.V.		7.000		04/01/22		500,000		486,833		521,250
CITGO Petroleum Corporation		6.250		08/15/22		425,000		425,000		414,375
Consolidated Energy Finance S.A.		6.750		10/15/19		500,000		494,662		493,750
Constellium N.V.		7.875		04/01/21		373,000		373,000		398,177
Cornerstone Chemical Company		9.375		03/15/18		375,000		378,449		373,125
CTP Transportation Products, LLC		8.250		12/15/19		310,000		310,000		242,575
CVR Partners, LP.		9.250		06/15/23		500,000		487,893		483,750
Dean Foods		6.500		03/15/23		329,000		329,000		350,878
Dell Inc.		4.420		06/15/21		600,000		628,238		627,072
Digicel Group Limited		6.000		04/15/21		500,000		457,217		441,700
Endo Finance LLC		5.375		01/31/23		500,000		490,521		442,500
First Data Corporation		5.000		01/15/24		406,000		406,000		412,090
HD Supply, Inc.		5.250		12/15/21		127,000		127,000		134,302
Hilcorp Energy Company		5.000		12/01/24		335,000		335,000		320,763
HP Enterprise Company		4.900		10/15/25		500,000		498,680		533,653
Hughes Satellite Systems Corporation		6.625		08/01/26		500,000		496,516		482,500
International Wire Group		8.500		10/15/17		500,000		509,826		500,700
J.B. Poindexter Co., Inc.		9.000		04/01/22		500,000		500,000		529,375
Jupiter Resources Inc.		8.500		10/01/22		500,000		473,328		420,000
OPE KAG Finance Sub		7.875		07/31/23		500,000		521,579		473,750
LBC Tank Terminals Holding Netherlands B.V.		6.875		05/15/23		663,000		679,138		659,685
Mallinckrodt PLC		5.750		08/01/22		500,000		500,000		493,125
MEG Energy Corporation		6.375		01/30/23		500,000		500,000		395,625
Micron Technology, Inc.		5.250		08/01/23		494,000		494,000		487,825
Micron Technology, Inc.		7.500		09/15/23		203,000		203,000		225,480
Moog Inc.		5.250		12/01/22		500,000		503,402		516,875
Nielsen Finance LLC		5.000		04/15/22		271,000		272,632		279,808
Penske Corporation		4.875		07/11/22		500,000		498,571		557,948
Prime Security Services Borrower		9.250		05/15/23		500,000		500,000		545,000
Sabre GLBL, Inc.		5.250		11/15/23		122,000		122,000		124,135
Sinclair Broadcast Group, Inc.		5.875		03/15/26		204,000		204,000		212,160
Sinclair Television Group, Inc.		5.125		02/15/27		500,000		500,000		488,750
Tallgrass Operations LLC		5.500		09/15/24		304,000		304,000		306,280

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Restricted Securities: (A) (Continued)	Interest Rate			Maturity Date	Shares or Principal Amount		Cost		Market Value

TeamHealth Holdings Inc		7.250	%	12/15/23	$	115,000	$	115,000	$	123,769
Topaz Marine S.A.		8.625		11/01/18		500,000		500,000		483,630
Unitymedia KabelBW GmbH		6.125		01/15/25		500,000		500,000		524,375
Univision Communications, Inc.		5.125		05/15/23		160,000		160,000		162,000
Univision Communications, Inc.		5.125		02/15/25		419,000		424,761		421,619
UPCB Finance IV Limited		5.375		01/15/25		208,000		208,000		208,967
Valeant Pharmaceuticals International		7.000		10/01/20		250,000		250,462		242,500
Virgin Media Secured Finance PLC		5.250		01/15/26		500,000		503,527		507,500
VRX Escrow Corp.		6.125		04/15/25		382,000		382,000		328,998
Welltec A/S		8.000		02/01/19		375,000		371,844		362,344
West Corporation		5.375		07/15/22		500,000		492,300		490,000
Western Digital Corporation		10.500		04/01/24		253,000		253,000		293,480
Wolverine World Wide, Inc.		5.000		09/01/26		335,000		335,000		338,350

Total Bonds								19,645,379		19,545,713

Common Stock - 0.00%
TherOX, Inc. (B)						2		—		—
Touchstone Health Partnership (B)						292		—		—

Total Common Stock								—		—


Total Rule 144A Securities								19,645,379		19,545,713


Total Corporate Restricted Securities							$	116,345,634	$	118,062,874

Barings Participation Investors

(formerly known as Babson Capital Participation Investors)

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Public Securities - 18.21%: (A)	Interest Rate			Maturity Date	Principal Amount		Cost		Market Value

Bank Loans - 0.28%
Aquilex Holdings LLC		5.000	%	12/31/20	$	157,303	$	157,062	$	150,224
Seadrill Partners Finco, LLC		4.000		02/21/21		496,173		223,407		246,018

Total Bank Loans								380,469		396,242


Bonds - 17.93%
Accuride Corp		9.500		08/01/18		500,000		492,947		500,000
ADT Security Services Corporation		4.125		06/15/23		500,000		438,444		492,500
Air Lease Corp.		3.000		09/15/23		600,000		594,742		593,178
Alcoa, Inc.		6.150		08/15/20		600,000		616,566		661,500
Anglogold Holdings PLC		5.375		04/15/20		600,000		602,798		625,146
Anixter, Inc.		5.125		10/01/21		165,000		165,000		172,013
Antero Resources Corporation		5.375		11/01/21		395,000		395,000		399,444
Bank of America Corporation		4.000		04/01/24		500,000		498,526		538,806
Brunswick Corporation		7.125		08/01/27		500,000		504,073		588,750
Bunge Limited Finance Corp.		3.250		08/15/26		600,000		602,183		603,715
Clearwater Paper Corporation		4.500		02/01/23		500,000		496,522		500,625
Commercial Metals Company		4.875		05/15/23		750,000		751,127		744,375
CVR Refining LLC		6.500		11/01/22		350,000		341,021		316,750
Duke Realty Limited Partnership		3.875		10/15/22		500,000		501,781		532,726
EP Energy Corporation		9.375		05/01/20		406,000		190,797		287,245
Ferrellgas Partners, L.P.		8.625		06/15/20		650,000		650,631		638,625
Ford Motor Credit Co. LLC		4.375		08/06/23		600,000		649,622		645,018
Forum Energy Technologies		6.250		10/01/21		160,000		160,000		151,600
Frontier Communications Corporation		6.875		01/15/25		500,000		490,791		442,500
General Motors Financial Co. Inc.		4.000		01/15/25		500,000		508,882		504,723
GEO Group, Inc.		5.875		01/15/22		500,000		474,031		450,000
HealthSouth Corporation		5.125		03/15/23		421,000		412,362		419,947
Hertz Corporation		6.750		04/15/19		220,000		218,594		224,975
Hornbeck Offshore Services, Inc.		1.500		09/01/19		500,000		257,500		285,000
Hospital Corporation of America		5.375		02/01/25		100,000		101,613		103,250
Hospital Corporation of America		5.250		06/15/26		174,000		174,000		184,875
Icahn Enterprises L.P.		6.000		08/01/20		600,000		607,532		603,000
Jabil Circuit, Inc.		4.700		09/15/22		500,000		499,986		524,190
Laboratory Corporation of America Holdings		3.600		02/01/25		500,000		499,326		525,220
Lamar Media Corp.		5.375		01/15/24		160,000		160,000		168,000
Laredo Petroleum, Inc.		5.625		01/15/22		500,000		472,295		485,000
Lazard Group LLC		4.250		11/14/20		500,000		498,972		536,095
Lifepoint Hospitals, Inc.		5.500		12/01/21		350,000		357,567		364,875
LyondellBasell Industries N.V.		5.750		04/15/24		500,000		596,782		596,358
MasTec, Inc.		4.875		03/15/23		500,000		492,394		493,750
Meritor, Inc.		6.750		06/15/21		1,000,000		1,000,000		1,007,500

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)


Corporate Public Securities - 18.21%: (A)	Interest Rate			Maturity Date	Principal Amount		Cost		Market Value

MPLX LP		4.875	%	12/01/24	$	500,000	$	500,000	$	517,163
Netflix, Inc.		5.500		02/15/22		299,000		299,000		321,799
Omnova Solutions, Inc.		7.875		11/01/18		450,000		453,362		451,620
Owens Corning		4.200		12/01/24		600,000		637,870		636,542
Perry Ellis International, Inc.		7.875		04/01/19		125,000		124,439		126,406
Pitney Bowes Inc.		3.375		10/01/21		500,000		499,606		499,760
Precision Drilling Corporation		6.625		11/15/20		250,000		254,344		231,875
Reinsurance Group of America		3.950		09/15/26		500,000		503,217		523,107
R.R. Donnelley & Sons Company		6.000		04/01/24		500,000		500,000		496,250
Sanchez Energy Corporation		6.125		01/15/23		500,000		357,619		401,250
Sprint Corporation		7.125		06/15/24		155,000		155,000		151,125
Sprint Nextel Corporation		6.000		12/01/16		500,000		500,521		502,500
Steelcase, Inc.		6.375		02/15/21		500,000		504,454		570,082
Suburban Propane Partners, L.P.		5.750		03/01/25		500,000		500,000		506,250
Summit Midstream Holdings, LLC		5.500		08/15/22		92,000		66,738		87,630
Time Warner Cable, Inc.		5.000		02/01/20		500,000		495,986		541,999
Tyson Foods, Inc.		4.500		06/15/22		500,000		510,457		555,159
Weatherford International		4.500		04/15/22		500,000		513,514		422,500
William Lyon Homes		7.000		08/15/22		500,000		500,000		515,000
WPX Energy, Inc.		5.250		09/15/24		425,000		425,000		400,563

Total Bonds								24,775,534		25,369,854


Total Corporate Public Securities							$	25,156,003	$	25,766,096




Short-Term Security:	Interest Rate			Maturity Date	Principal Amount		Cost		Market Value

Commercial Paper - 6.01%
Agrium U.S. Inc.		0.800	%	10/12/16	$	2,000,000	$	1,999,511	$	1,999,511
Fortive Corporation		0.770		10/19/16		2,250,000		2,249,134		2,249,134
Molex Incorporated		0.730		10/06/16		2,250,000		2,249,772		2,249,772
The Volvo Group		0.820		10/13/16		2,000,000		1,999,453		1,999,453

Total Short-Term Security							$	8,497,870	$	8,497,870


Total Investments		107.65	%				$	149,999,507	$	152,326,840


Other Assets		5.66								8,000,327
Liabilities		(13.31	)							(18,830,345	)

Total Net Assets		100.00	%						$	141,496,822

(A)	In each of the convertible note, warrant, and common stock investments, the issuer has agreed to provide certain registration rights.

(B)	Non-income producing security.

(C)	Security valued at fair value using methods determined in good faith by or under the direction of the Board of Trustees.

(D)	Defaulted security; interest not accrued.

(E)	Illiquid security. As of September 30, 2016 the values of these securities amounted to $98,517,161 or 69.63% of net assets.

PIK - Payment-in-kind

Barings Participation Investors

(formerly known as Babson Capital Participation Investors)

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)

Industry Classification:	Fair Value/ Market Value

AEROSPACE & DEFENSE - 3.74%
API Technologies Corp.	$	1,713,734
FMH Holdings Corporation		1,702,627
Merex Holding Corporation		340,721
Sunvair Aerospace Group Inc.		1,256,350
Whitcraft Holdings, Inc.		283,129
		5,296,561

AUTOMOTIVE - 10.85%
Accuride Corp		500,000
Aurora Parts & Accessories LLC		1,760,605
CG Holdings Manufacturing Company		1,784,934
DPL Holding Corporation		1,690,900
Ford Motor Credit Co. LLC		645,018
General Motors Financial Co. Inc.		504,723
Grakon Parent		215,591
J A C Holding Enterprises, Inc.		707,139
J.B. Poindexter Co., Inc.		529,375
K & N Parent, Inc.		304,493
Meritor, Inc.		1,007,500
Moog Inc.		516,875
Power Stop Holdings LLC		1,848,034
Randy's Worldwide Automotive		1,333,434
The Volvo Group		1,999,453
		15,348,074

BANKING - 0.38%
Bank of America Corporation		538,806

BROKERAGE, ASSET MANAGERS & EXCHANGES - 0.81%
Icahn Enterprises L.P.		603,000
Lazard Group LLC		536,095
		1,139,095

BUILDING MATERIALS - 10.99%
ARI Holding Corporation		2,376,241
Boise Cascade Company		131,950
Janus Group Holdings LLC		2,117,763
Happy Floors Acquisition, Inc.		1,734,376
NSi Industries Holdings, Inc.		1,800,732
Owens Corning		636,542
Pearlman Enterprises, Inc.		1,415,444
Signature Systems Holding Company		43,847
Sunrise Windows Holding Company		1,262,051

	Fair Value/ Market Value

Torrent Group Holdings, Inc.	$	707,505
Wellborn Forest Holding Company		1,512,838
Wolf-Gordon, Inc.		1,809,370
		15,548,659

CABLE & SATELLITE - 1.60%
Hughes Satellite Systems Corporation		482,500
Time Warner Cable, Inc.		541,999
Unitymedia KabelBW GmbH		524,375
UPCB Finance IV Limited		208,967
Virgin Media Secured Finance PLC		507,500
		2,265,341

CHEMICALS - 4.49%
Agrium U.S. Inc.		1,999,511
Compass Chemical International LLC		121,590
Consolidated Energy Finance S.A.		493,750
Cornerstone Chemical Company		373,125
CVR Partners, LP.		483,750
LBC Tank Terminals Holding Netherlands B.V.		659,685
LyondellBasell Industries N.V.		596,358
Omnova Solutions, Inc.		451,620
Polytex Holdings LLC		1,172,308
		6,351,697

CONSTRUCTION MACHINERY - 0.21%
Safety Infrastructure Solutions		299,693

CONSUMER CYCLICAL SERVICES - 3.83%
ADT Security Services Corporation		492,500
CHG Alternative Education Holding Company		1,079,292
Church Services Holding Company		170,381
Cimpress N.V.		521,250
GEO Group, Inc.		450,000
PPC Event Services		1,673,874
Prime Security Services Borrower		545,000
West Corporation		490,000
		5,422,297

CONSUMER PRODUCTS - 9.53%
AMS Holding LLC		287,929
Animal Supply Company		1,700,068

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)

Industry Classification: (Continued)	Fair Value/ Market Value

Blue Wave Products, Inc.	$	791,201
gloProfessional Holdings, Inc.		1,337,739
GTI Holding Company		839,655
Handi Quilter Holding Company		1,848,228
HHI Group, LLC		1,478,059
HP Enterprise Company		533,653
K N B Holdings Corporation		141,128
Kyjen Company		1,345,416
Manhattan Beachwear Holding Company		—
MasTec, Inc.		493,750
Master Cutlery LLC		1,104,097
Perry Ellis International, Inc.		126,406
York Wall Holding Company		1,460,467
		13,487,796

DIVERSIFIED MANUFACTURING - 6.43%
ABC Industries, Inc.		400,873
Advanced Manufacturing Enterprises LLC		—
Airxcel Holdings		1,954,323
Amsted Industries		238,800
Belden Inc.		213,150
BP SCI LLC		367,051
CTP Transportation Products, LLC		242,575
F G I Equity LLC		324,066
Fortive Corporation		2,249,134
Forum Energy Technologies		151,600
Ideal Tridon Holdings, Inc.		172,099
K P I Holdings, Inc.		422,849
Motion Controls Holdings		1,053,826
NetShape Technologies, Inc.		36,011
Strahman Holdings Inc		1,276,067
		9,102,424

FINANCE COMPANIES - 0.42%
Air Lease Corp.		593,178

FINANCIAL OTHER - 0.09%
Insurance Claims Management, Inc.		122,994

FOOD & BEVERAGE - 9.15%
1492 Acquisition LLC		291,007
Bunge Limited Finance Corp.		603,715
Dean Foods		350,878
Eagle Family Foods, Inc.		1,707,157

	Fair Value/ Market Value

F F C Holding Corporation	$	247,559
GenNx Novel Holding, Inc.		1,504,679
Hollandia Produce LLC		1,328,186
Hospitality Mints Holding Company		1,086,447
Impact Confections		1,335,821
JMH Investors LLC		—
PANOS Brands LLC		1,821,471
Tyson Foods, Inc.		555,159
Westminster Acquisition LLC		941,586
WP Supply Holding Corporation		1,175,972
		12,949,637

GAMING - 1.21%
CTM Holding, Inc.		1,712,197

HEALTHCARE - 3.38%
CORA Health Services, Inc.		842,219
ECG Consulting Group		1,411,315
GD Dental Services LLC		131,106
Healthcare Direct Holding Company		107,056
HealthSouth Corporation		419,947
Hospital Corporation of America		288,125
Laboratory Corporation of America Holdings		525,220
Lifepoint Hospitals, Inc.		364,875
TeamHealth Holdings Inc		123,769
TherOX, Inc.		—
Touchstone Health Partnership		—
Valeant Pharmaceuticals International		242,500
VRX Escrow Corp.		328,998
		4,785,130

HEALTH INSURANCE - 0.37%
Reinsurance Group of America		523,107

HOME CONSTRUCTION - 0.48%
Beazer Homes USA, Inc.		168,800
William Lyon Homes		515,000
		683,800

INDEPENDENT - 1.85%
Antero Resources Corporation		399,444
EP Energy Corporation		287,245
Jupiter Resources Inc.		420,000
Laredo Petroleum, Inc.		485,000

See Notes to Consolidated Financial Statements

Barings Participation Investors

(formerly known as Babson Capital Participation Investors)

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)

Industry Classification: (Continued)	Fair Value/ Market Value

MEG Energy Corporation	$	395,625
Precision Drilling Corporation		231,875
Sanchez Energy Corporation		401,250
		2,620,439

INDUSTRIAL OTHER - 10.81%
Advanced Technologies Holdings		389,877
AFC - Dell Holding Corporation		1,339,008
Aquilex Holdings LLC		150,224
Brunswick Corporation		588,750
Clough, Harbour and Associates		712,348
Connecticut Electric, Inc.		1,179,774
Hartland Controls Holding Corporation		1,962,072
Hi-Rel Group LLC		2,037,118
HVAC Holdings, Inc.		1,383,788
International Wire Group		500,700
Mail Communications Group, Inc.		197,674
MC Sign Holdings LLC		877,985
Molex Incorporated		2,249,772
Nielsen Finance LLC		279,808
O E C Holding Corporation		174,033
Smart Source Holdings LLC		493,378
SMB Machinery Holdings, Inc.		—
Steelcase, Inc.		570,082
Tranzonic Holdings LLC		214,778
		15,301,169

MEDIA & ENTERTAINMENT - 3.25%
BlueSpire Holding, Inc.		495,326
GlynnDevins Acquisition Corporation		84,786
HOP Entertainment LLC		—
Lamar Media Corp.		168,000
Money Mailer Equity LLC		1,740,012
Netflix, Inc.		321,799
R.R. Donnelley & Sons Company		496,250
Sinclair Broadcast Group, Inc.		212,160
Sinclair Television Group, Inc.		488,750
Univision Communications, Inc.		583,619
		4,590,702

METALS & MINING - 1.72%
Alcoa, Inc.		661,500
Anglogold Holdings PLC		625,146

	Fair Value/ Market Value

Commercial Metals Company	$	744,375
Constellium N.V.		398,177
		2,429,198

MIDSTREAM - 1.31%
CVR Refining LLC		316,750
Ferrellgas Partners, L.P.		638,625
Suburban Propane Partners, L.P.		506,250
Summit Midstream Holdings, LLC		87,630
Tallgrass Operations LLC		306,280
		1,855,535

OIL FIELD SERVICES - 1.78%
Avantech Testing Services LLC		—
Hilcorp Energy Company		320,763
Hornbeck Offshore Services, Inc.		285,000
Petroplex Inv Holdings LLC		—
Seadrill Partners Finco, LLC		246,018
Topaz Marine S.A.		483,630
Weatherford International		422,500
Welltec A/S		362,344
WPX Energy, Inc.		400,563
		2,520,818

OTHER - REITS - 0.38%
Duke Realty Limited Partnership		532,726

PACKAGING - 0.64%
ASC Holdings, Inc.		807,991
Vitex Packaging Group, Inc.		102,742
		910,733

PAPER - 1.55%
Clearwater Paper Corporation		500,625
Dunn Paper		1,690,500
		2,191,125

PHARMACEUTICALS - 3.17%
Clarion Brands Holding Corp.		2,227,510
Endo Finance LLC		442,500
ERG Holding Company LLC		1,326,104
Mallinckrodt PLC		493,125
		4,489,239

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2016

(Unaudited)

Industry Classification: (Continued)	Fair Value/ Market Value

REFINING - 2.35%
CITGO Petroleum Corporation	$	414,375
MES Partners, Inc.		1,262,176
MPLX LP		517,163
Tristar Global Energy Solutions, Inc.		1,126,192
		3,319,906

RETAILERS - 0.33%
HD Supply, Inc.		134,302
Wolverine World Wide, Inc.		338,350
		472,652

TECHNOLOGY - 6.29%
Anixter, Inc.		172,013
Dell Inc.		627,072
First Data Corporation		412,090
Glynlyon Holding Companies, Inc.		1,793,123
Jabil Circuit, Inc.		524,190
Micron Technology, Inc.		713,305
Pitney Bowes Inc.		499,760
REVSpring, Inc.		253,325
Sabre GLBL, Inc.		124,135
Software Paradigms International Group, LLC		1,757,116
Veritext Corporation		1,723,668
Western Digital Corporation		293,480
		8,893,277

	Fair Value/ Market Value

TELECOMMUNICATIONS - 0.30%
Altice Financing S.A.	$	416,500

TRANSPORTATION SERVICES - 2.88%
Hertz Corporation		224,975
MNX Holding Company		1,348,505
OPE KAG Finance Sub		473,750
Penske Corporation		557,948
Team Drive-Away Holdings LLC		910,888
VP Holding Company		558,444
		4,074,510

WIRELESS - 0.77%
Digicel Group Limited		441,700
Sprint Corporation		151,125
Sprint Nextel Corporation		502,500
		1,095,325

WIRELINES - 0.31%
Frontier Communications Corporation		442,500

Total Investments - 107.65%	$	152,326,840

See Notes to Consolidated Financial Statements

Fair Value Hierarchy

The Trust categorizes its investments measured at fair value in three levels, based on the inputs and assumptions used to determine fair value. These levels are as follows:

Level 1 – quoted prices in active markets for identical securities

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Trust's own assumptions in determining the fair value of investments)

The following is a summary of the inputs used to value the Trust's net assets as of September 30, 2016:


Assets:	Total		Level 1		Level 2		Level 3
Restricted Securities
Corporate Bonds	$	94,985,898	$	—	$	19,545,713	$	75,440,185
Common Stock - U.S.		7,270,599		—		—		7,270,599
Preferred Stock		4,655,317		—		—		4,655,317
Partnerships and LLCs		11,151,060		—		—		11,151,060
Public Securities
Bank Loans		396,242		—		396,242		—
Corporate Bonds		25,369,854		—		25,369,854		—
Short-term Securities		8,497,870		—		8,497,870		—
Total	$	152,326,840	$	—	$	53,809,679	$	98,517,161

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

Assets:	Beginning balance at 12/31/2015		Included in earnings			Purchases		Sales			Prepayments			Transfers into Level 3		Transfers out of Level 3		Ending balance at 9/30/2016
Restricted Securities
Corporate Bonds	$	67,658,072	$	(1,751,473	)	$	18,869,394	$	(4,798,853	)	$	(4,536,955	)	$	—	$	—	$	75,440,185
Common Stock - U.S.		7,806,723		360,419			854,829		(1,751,372	)		—			—		—		7,270,599
Preferred Stock		6,609,176		1,163,529			133,260		(3,250,648	)		—			—		—		4,655,317
Partnerships and LLCs		9,670,199		2,243,189			648,561		(1,410,889	)		—			—		—		11,151,060
	$	91,744,170	$	2,015,664		$	20,506,044	$	(11,211,762	)	$	(4,536,955	)	$	—	$	—	$	98,517,161
There were no transfers into or out of Level 1 and Level 2 assets.

ITEM 2. CONTROLS AND PROCEDURES.

(a) The principal executive officer and principal financial officer of the Registrant evaluated the effectiveness of the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act") as of a date within 90 days of the filing date of this report and based on that evaluation have concluded that such disclosure controls and procedures are effective to provide reasonable assurance that material information required to be disclosed by the Registrant on Form N-Q is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) There have been changes in the Registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act)("internal controls") that occurred during the Registrant's last fiscal quarter. The Registrant's investment adviser, Barings LLC, who maintains the Registrant's internal controls, revised its internal controls to oversee State Street Bank & Trust who now provides certain administrative and accounting services to the Registrant.

ITEM 3. EXHIBITS.

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) are attached hereto as an exhibit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Barings Participation Investors

By (Signature and Title)*

/s/ Robert M. Shettle

Robert M. Shettle, President

Date November 29, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By (Signature and Title)*

/s/ Robert M. Shettle

Robert M. Shettle, President

Date November 29, 2016

By (Signature and Title)*

/s/ James M. Roy

James M. Roy, Vice President and

Chief Financial Officer

Date November 29, 2016

* PRINT THE NAME AND TITLE OF EACH SIGNING OFFICER UNDER HIS OR HER SIGNATURE.