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: 03/31/18

___________________

ITEM 1. SCHEDULE OF INVESTMENTS

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2018

(Unaudited)

Corporate Restricted Securities - 82.31%: (A)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

Private Placement Investments - 72.52%: (C)
1A Smart Start, Inc.
A designer, distributor and lessor of ignition interlock devices ("IIDs"). IIDs are sophisticated breathalyzers wired to a vehicles ignition system.
10.13% Second Lien Term Loan due 12/22/2022 (LIBOR + 8.250%)	$	1,725,000	12/21/17		$	1,692,526	$	1,696,653


ABC Industries, Inc.
A manufacturer of mine and tunneling ventilation products in the U.S.
13% Senior Subordinated Note due 07/31/2019	$	109,335	08/01/12			106,135		109,335
Preferred Stock Series A (B)	125,000 shs.		08/01/12			125,000		225,763
Warrant, exercisable until 2022, to purchase common stock at $.02 per share (B)	22,414 shs.		08/01/12			42,446		37,807
						273,581		372,905


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.			*		207,911		24,489
* 12/07/12, 07/11/13 and 06/30/15.


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% (1% PIK) Senior Subordinated Note due 09/27/2020	$	1,218,447	03/27/15			1,205,713		1,218,447
Preferred Stock (B)	1,122 shs.		03/27/15			112,154		144,498
Common Stock (B)	346 shs.		03/27/15			346		—
						1,318,213		1,362,945


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.
Limited Liability Company Unit	288 uts.		11/18/14			288,000		903,249


AM Conservation Holding Corp.
A supplier of energy efficiency ("EE") products, including lighting, shower heads and aerators, and weatherization products such as door seals and weather stripping.
11.5% (1.5% PIK) Senior Subordinated Note due 04/30/2023	$	1,568,182	10/31/16			1,542,172		1,557,481
11.5% (1.25% PIK) Senior Subordinated Note due 04/30/2023	$	206,039	10/06/17			202,183		204,166
Common Stock (B)	156,818 shs.		10/31/16			156,818		184,475
						1,901,173		1,946,122

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(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)(F)	114 uts.		10/04/12		$	113,636	$	232,510


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% (1% PIK) Senior Subordinated Note due 04/22/2023	$	1,406,978	04/22/16			1,401,943		1,421,048
Limited Liability Company Unit (B)	0.40% int.		04/20/16			345,000		565,800
						1,746,943		1,986,848


ARI Holding Corporation
A leading national supplier of products used primarily by specialty contractors.
11.5% (0.5% PIK) Senior Subordinated Note due 02/01/2020	$	1,723,846		*		1,712,926		1,723,846
Limited Partnership Interest	524 uts.		08/01/14			523,950		984,031
* 05/21/13 and 08/01/14.						2,236,876		2,707,877


ASC Holdings, Inc.
A manufacturer of capital equipment used by corrugated box manufacturers.
13% (1% PIK) Senior Subordinated Note due 05/18/2021	$	758,089	11/19/15			748,373		727,862
Limited Liability Company Unit (B)	111,100 uts.		11/18/15			111,100		48,551
						859,473		776,413


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			1,495,326		1,475,715
Preferred Stock (B)	210 shs.		08/17/15			209,390		128,380
Common Stock (B)	210 shs.		08/17/15			210		—
						1,704,926		1,604,095


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% (3.75% PIK) Senior Subordinated Note due 03/21/2021 (D)	$	6,777	07/31/14			6,650		—
Limited Liability Company Unit (B)(F)	45,504 uts.			*		—		—
Limited Liability Company Unit Class C Preferred (B)(F)	78,358 uts.		09/29/17			484,578		—
* 07/31/14 and 10/14/15.						491,228		—

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

BCC Software, Inc.
A provider of software and data solutions which enhance mail processing to help direct mail marketers realize discounts from the U.S. Postal Service, avoid penalties associated with mailing errors, and improve the accuracy and efficiency of marketing campaigns.
12% (1% PIK) Senior Subordinated Note due 04/11/2023	$	1,498,904	10/11/17	$	1,470,919	$	1,481,118
Preferred Stock Series A (B)	23 shs.		10/11/17		232,373		232,400
Common Stock Class A (B)	735 shs.		10/11/17		735		3,458
					1,704,027		1,716,976


BEI Precision Systems & Space Company, Inc.
A provider of advanced design, manufacturing, and testing for custom optical encoder-based positioning systems, precision accelerometers, and micro scanners.
12% (1% PIK) Senior Subordinated Note due 04/28/2024	$	1,462,403	04/28/17		1,435,986		1,459,283
Limited Liability Company Unit (B)(F)	2,760 uts.		04/28/17		276,000		161,179
					1,711,986		1,620,462


Blue Wave Products, Inc.
A distributor of pool supplies.
10% Senior Secured Term Note due 09/30/2018	$	39,716	10/12/12		39,633		39,716
13% (1% PIK) Senior Subordinated Note due 09/30/2019	$	335,579	10/12/12		328,421		335,579
Common Stock (B)	51,064 shs.		10/12/12		51,064		369,886
Warrant, exercisable until 2022, to purchase common stock at $.01 per share (B)	20,216 shs.		10/12/12		20,216		146,436
					439,334		891,617


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% (1.5% PIK) Senior Subordinated Note due 06/30/2021 (D)	$	1,585,908	06/30/15		1,561,276		—
Common Stock (B)	1,417 shs.		06/30/15		156,800		—
					1,718,076		—


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% (1.5% PIK) Senior Subordinated Note due 06/19/2020	$	794,786	01/19/11		789,043		794,786
14% (2% PIK) Senior Subordinated Note due 06/19/2020	$	210,244	08/03/12		208,991		210,244
Common Stock (B)	375 shs.		01/19/11		37,500		37,655
Warrant, exercisable until 2021, to purchase common
stock at $.01 per share (B)	295 shs.		01/19/11		29,250		29,599
					1,064,784		1,072,284

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

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% (1.5% PIK) Senior Subordinated Note due 04/01/2021	$	2,061,665		*	$	2,036,963	$	2,062,880
Limited Liability Company Unit (B)	1,853 uts.		07/18/16			189,267		181,462
* 10/01/14 and 07/18/16.						2,226,230		2,244,342


Clough, Harbour and Associates
An engineering service firm that is located in Albany, NY.
Preferred Stock (B)	147 shs.		12/02/08			146,594		1,311,014


Clubessential LLC
A leading SaaS platform for private clubs and resorts.
7% (5% PIK) Senior Subordinated Note due 01/12/24	$	1,742,729	01/16/18			1,708,984		1,713,111


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)(F)	230 uts.		03/04/15			147,305		221,612


CORA Health Services, Inc.
A provider of outpatient rehabilitation therapy services.
12.75% (1.75% PIK) Senior Subordinated Note due 06/30/2023	$	781,809	06/30/16			769,372		797,445
Preferred Stock Series A (B)	758 shs.		06/30/16			72,033		89,564
Common Stock Class A (B)	3,791 shs.		06/30/16			3,791		23,926
						845,196		910,935


CTM Holding, Inc.
A leading owner and operator of coin-operated children's rides, penny presses and candy kiosks in the U.S.
15% (3% PIK) Senior Subordinated Note due 11/22/2019	$	1,346,250	11/22/13			1,337,529		1,346,250
Common Stock (B)	90 shs.			*		514,284		582,502
* 11/22/13 and 09/16/16.						1,851,813		1,928,752


Del Real LLC
A manufacturer and distributor of fully-prepared fresh refrigerated Hispanic entrees as well as side dishes that are typically sold on a heat-and-serve basis at retail grocers.
11% Senior Subordinated Note due 04/06/2023	$	1,420,588	10/07/16			1,396,973		1,403,895
Limited Liability Company Unit (B)(F)	304,412 uts.		10/07/16			304,412		337,897
						1,701,385		1,741,792

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

DPL Holding Corporation
A distributor and manufacturer of aftermarket undercarriage parts for medium and heavy duty trucks and trailers.
14% (2% PIK) Senior Subordinated Note due 11/04/2020	$	1,439,412	05/04/12	$	1,430,797	$	1,438,470
Preferred Stock (B)	25 shs.		05/04/12		252,434		250,284
Common Stock (B)	25 shs.		05/04/12		28,048		—
					1,711,279		1,688,754


Dunn Paper
A provider of specialty paper for niche product applications.
10.63% Second Lien Term Loan due 08/26/2023 (LIBOR + 8.750%)	$	1,725,000	09/28/16		1,697,849		1,716,375


Eagle Family Foods, Inc.
A producer of low-cost branded and private label canned milk.
11.35% Last Out Term Loan due 12/31/2021 (LIBOR + 9.050%)	$	1,725,000	12/22/15		1,708,828		1,719,624
11.35% Second Last Out Term Loan due 12/31/2021 (LIBOR + 9.050%)	$	177,404	09/07/17		175,858		176,851
					1,884,686		1,896,475


ECG Consulting Group
A healthcare management consulting company who provides strategic, financial, operational, and technology related consulting services to healthcare providers.
11.75% (0.75% PIK) Senior Subordinated Note due 11/21/2020	$	1,326,719	11/21/14		1,311,119		1,326,719
Limited Liability Company Unit (B)(F)	230 uts.		11/19/14		71,875		175,617
					1,382,994		1,502,336


Elite Sportwear Holding, LLC
A designer and manufacturer of gymnastics, competitive cheerleading and swimwear apparel in the U.S. and internationally.
11.5% (1% PIK) Senior Subordinated Note due 10/13/2021	$	1,588,640	10/14/16		1,567,693		1,438,053
Limited Liability Company Unit (B)(F)	101 uts.		10/14/16		159,722		68,320
					1,727,415		1,506,373


English Color & Supply LLC
A distributor of aftermarket automotive paint and related products to collision repair shops, auto dealerships and fleet customers through a network of stores in the Southern U.S.
11.5% (0.5% PIK) Senior Subordinated Note due 12/31/2023	$	1,332,289	06/30/17		1,308,016		1,317,959
Limited Liability Company Unit (B)(F)	397,695 uts.		06/30/17		397,695		429,511
					1,705,711		1,747,470

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

ERG Holding Company LLC
A provider of inpatient and outpatient clinical trial services to pharmaceutical companies and contract research organizations.
13.5% (1.5% PIK) Senior Subordinated Note due 10/04/2019	$	987,658	04/04/14	$	981,083	$	987,658
14% (2% PIK) Senior Subordinated Note due 10/04/2019	$	260,936	07/01/16		258,310		263,545
Common Stock (B)	0.31% int.		04/04/14		77,533		191,889
					1,316,926		1,443,092


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		89,191
Limited Liability Company Unit Common (B)	171 uts.		09/27/10		17,073		164,196
					75,418		253,387


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		390,027
Limited Liability Company Unit Class B-2 (B)	8,248 uts.		12/15/10		8,248		48,898
Limited Liability Company Unit Class B-3 (B)	6,522 uts.		08/30/12		15,000		40,360
Limited Liability Company Unit Class C (B)	1,575 uts.		12/20/10		16,009		63,697
					105,046		623,541


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		4,390
Limited Liability Company Unit Common (B)	767 uts.		10/05/12		767		—
					76,687		4,390

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% (2% PIK) Senior Subordinated Note due 03/27/2019	$	1,250,828	03/27/13		1,245,674		1,125,745
Common Stock (B)	1,181 shs.		03/27/13		118,110		21,769
					1,363,784		1,147,514


Glynlyon Holding Companies, Inc.
A technology-enabled curriculum provider of K-12 and support services predominantly to small and medium public school districts.
Common Stock (B)	$ 147 shs.		01/15/16		103,205		230,223

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(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	$	85,969
Common Stock (B)	342 shs.		06/19/15			2,945		79,571
						73,628		165,540


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		234,860


GraphPad Software, Inc.
A provider of data analysis, statistics and graphing software solution for scientific research applications, with a focus on the life sciences and academic end-markets.
7.66% Term Loan due 12/21/2022 (LIBOR + 6.000%)	$	2,465,000	12/19/17			2,417,979		2,425,044


GTI Holding Company
A designer, developer, and marketer of precision specialty hand tools and handheld test instruments.
12% Senior Subordinated Note due 05/22/2023	$	727,865	02/05/14			705,100		727,865
Common Stock (B)	1,046 shs.			*		104,636		136,533
Warrant, exercisable until 2027, to purchase common stock at $.01 per share (B)	397 shs.		02/05/14			36,816		51,820
* 02/05/14 and 11/22/17.						846,552		916,218


Handi Quilter Holding Company (Premier Needle Arts)
A designer and manufacturer of long-arm quilting machines and related components for the consumer quilting market.
12% (1% PIK) Senior Subordinated Note due 06/19/2021	$	1,725,000		*		1,703,391		1,725,000
Limited Liability Company Unit Preferred (B)	372 uts.			**		371,644		453,479
Limited Liability Company Unit Common Class A (B)	3,594 uts.		12/19/14			—		30,541
* 12/19/14 and 02/21/17.						2,075,035		2,209,020
* *12/19/14 and 04/29/16.


Happy Floors Acquisition, Inc.
A wholesale importer and value-added distributor of premium European flooring tile to residential and commercial end markets.
12.5% (1% PIK) Senior Subordinated Note due 07/01/2022	$	1,603,279	07/01/16			1,578,847		1,614,703
Common Stock (B)	150 shs.		07/01/16			149,500		195,455
						1,728,347		1,810,158

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

Hartland Controls Holding Corporation
A manufacturer and distributor of electronic and electromechanical components.
14% (2% PIK) Senior Subordinated Note due 08/14/2020	$	1,134,316	02/14/14		$	1,125,509	$	1,134,316
12% Senior Subordinated Note due 08/14/2020	$	431,250	06/22/15			429,205		435,563
Common Stock (B)	821 shs.		02/14/14			822		279,417
						1,555,536		1,849,296


HHI Group, LLC
A developer, marketer, and distributor of hobby-grade radio control products.
14% (2% PIK) Senior Subordinated Note due 11/26/2020	$	1,659,144	01/17/14			1,646,551		1,659,144
Limited Liability Company Unit (B)(F)	102 uts.		01/17/14			101,563		38,959
						1,748,114		1,698,103


Hollandia Produce LLC
A hydroponic greenhouse producer of branded root vegetables.
14.25% (2.75% PIK) Senior Subordinated Note due 12/11/2020	$	1,411,671		*		1,394,952		1,129,336
* 12/30/15 and 12/23/16.


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)(F)	47 uts.		10/14/11			—		—
Limited Liability Company Unit Class G (B)(F)	114 uts.		10/14/11			—		—
Limited Liability Company Unit Class H (B)(F)	47 uts.		10/14/11			—		—
Limited Liability Company Unit Class I (B)(F)	47 uts.		10/14/11			—		—
						—		—


Hospitality Mints Holding Company
A manufacturer of individually-wrapped imprinted promotional mints.
12% Senior Subordinated Note due 10/01/2019	$	1,098,837	08/19/08			1,097,523		988,953
Common Stock (B)	251 shs.		08/19/08			251,163		—
Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B)	65 shs.		08/19/08			60,233		—
						1,408,919		988,953


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.
15% (15% PIK) Senior Subordinated Note due 11/10/2020	$	1,213,848	11/10/14			1,202,516		—
Common Stock (B)	2,300 shs.		11/10/14			230,000		—
						1,432,516		—

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

JMH Investors LLC
A developer and manufacturer of custom formulations for a wide variety of foods.
Limited Liability Company Unit (B)(F)	1,038,805 uts.		12/05/12	$	232,207	$	—
Limited Liability Company Unit Class A-1 (B)(F)	159,048 uts.		10/31/16		159,048		243,694
Limited Liability Company Unit Class A-2 (B)(F)	1,032,609 uts.		10/31/16		—		107,278
					391,255		350,972


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		—		92,266
Common Stock (B)	353 shs.		07/15/08		285,619		446,690
					285,619		538,956


Manhattan Beachwear Holding Company
A designer and distributor of women's swimwear.
12.5% Senior Subordinated Note due 04/30/2019 (D)	$	419,971	01/15/10		404,121		377,974
15% (2.5% PIK) Senior Subordinated Note due 04/30/2019 (D)	$	115,253	10/05/10		114,604		103,727
Common Stock (B)	35 shs.		10/05/10		35,400		13,742
Common Stock Class B (B)	118 shs.		01/15/10		117,647		45,670
Warrant, exercisable until 2019, to purchase common stock at $.01 per share (B)	104 shs.		10/05/10		94,579		40,418
					766,351		581,531


Master Cutlery LLC
A designer and marketer of a wide assortment of knives and swords.
13% Senior Subordinated Note due 04/17/2020	$	868,102	04/17/15		863,322		651,077
Limited Liability Company Unit	5 uts.		04/17/15		678,329		—
					1,541,651		651,077


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% PIK Senior Subordinated Note due 04/30/2022 (D)	$	23,839	08/18/15		23,839		—
14% PIK Senior Subordinated Note due 06/30/2019	$	64,149	*		64,149		63,917
Common Stock Class A (B)	83,080 shs.		**		170,705		—
* 10/21/16, 01/27/17 and 10/13/17.					707,706		404,638
** 08/18/15, 10/20/16 and 01/27/17.

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

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% (1% PIK) Senior Subordinated Note due 09/30/2021	$	1,120,538	09/30/14		$	1,107,449	$	1,119,273
12% Senior Subordinated Note due 09/30/2021	$	301,038	02/28/18			295,142		300,699
Common Stock Class B (B)	259,252 shs.			*		244,163		160,736
* 09/30/14 and 02/28/18.						1,646,754		1,580,708


MeTEOR Education LLC
A leading provider of classroom and common area design services, furnishings, equipment and instructional support to K-12 schools.
12% Senior Subordinated Note due 6/20/23	$	915,819	03/09/18			897,644		919,342
Limited Liability Company Unit (B)(F)	182 uts.		03/09/18			183,164		164,794
						1,080,808		1,084,136


Midwest Industrial Rubber, Inc.
A supplier of industrial maintenance, repair, and operations ("MRO") products, specializing in the fabrication and distribution of lightweight conveyor belting and related conveyor components and accessories.
12% (1% PIK) Senior Subordinated Note due 12/02/2022	$	1,574,427	12/02/16			1,548,401		1,583,365
Preferred Stock (B)	1,711 shs.		12/02/16			171,116		159,908
Common Stock (B)	242 shs.		12/02/16			242		—
						1,719,759		1,743,273


MNX Holding Company
An international third party logistics company providing customized logistics services to customers across the globe.
14% (2% PIK) Senior Subordinated Note due 05/02/2020	$	1,342,840	11/02/12			1,334,765		1,342,840
Common Stock (B)	45 shs.		11/02/12			44,643		71,871
						1,379,408		1,414,711


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% (1% PIK) Senior Subordinated Note due 10/29/2021	$	1,756,918	04/29/16			1,732,210		1,625,761


Motion Controls Holdings
A manufacturer of high performance mechanical motion control and linkage products.
14.25% (1.75% PIK) Senior Subordinated Note due 08/15/2020	$	285,428	11/30/10			283,873		285,428
Limited Liability Company Unit Class B-1 (B)(F)	75,000 uts.		11/30/10			—		41,932
Limited Liability Company Unit Class B-2 (B)(F)	6,801 uts.		11/30/10			—		3,802
						283,873		331,162

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

New Mountain Learning, LLC
A leading provider of blended learning solutions to the K-12 and post-secondary school market.
8.65% Term Loan due 3/16/2024 (LIBOR + 5.500%)	$	1,792,448	03/15/18		$	1,383,358	$	1,384,410


NSi Industries Holdings, Inc.
A manufacturer and distributer of electrical components and accessories to small to mid-sized electrical wholesalers.
12.75% (1.75% PIK) Senior Subordinated Note due 05/17/2023	$	1,527,814	06/30/16			1,503,669		1,535,805
Common Stock (B)	207 shs.		05/17/16			207,000		258,516
						1,710,669		1,794,321


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% (1% PIK) Senior Subordinated Note due 08/17/2022	$	1,775,705	02/17/17			1,750,033		1,776,902
Common Stock Class B (B)	380,545 shs.			*		380,545		489,967
* 01/29/16 and 02/17/17.						2,130,578		2,266,869


Pegasus Transtech Corporation
A provider of end-to-end document, driver and logistics management solutions, which enable its customers (carriers, brokers, and drivers) to operate more efficiently, reduce manual overhead, enhance compliance, and shorten cash conversion cycles.
11.25% Term Loan due 11/16/2022	$	346,855	11/14/17			337,169		338,086
7.84% Term Loan due 11/17/2024 (LIBOR + 6.250%)	$	2,122,639	11/14/17			1,936,298		1,943,515
						2,273,467		2,281,601


Petroplex Inv Holdings LLC
A leading provider of acidizing services to E&P customers in the Permian Basin.
Limited Liability Company	0.40% int.			*		175,339		18,929
* 11/29/12 and 12/20/16.						175,339		18,929


Polytex Holdings LLC
A manufacturer of water based inks and related products serving primarily the wall covering market.
13.9% (1% PIK) Senior Subordinated Note due 01/31/2020	$	1,112,667	07/31/14			1,103,503		834,499
Limited Liability Company Unit	148,096 uts.		07/31/14			148,096		—
Limited Liability Company Unit Class F	36,976 uts.			*		24,802		—
* 09/28/17 and 02/15/18.						1,276,401		834,499

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

Power Stop Holdings LLC
A supplier of performance upgrade aftermarket brake products.
Limited Liability Company Unit Preferred (B)(F)	1,149 uts.		05/29/15	$	114,900	$	116,220
Limited Liability Company Unit Common (B)(F)	1,149 uts.		05/29/15		—		173,920
					114,900		290,140


PPC Event Services
A special event equipment rental business.
14% (2% PIK) Senior Subordinated Note due 05/20/2020	$	1,196,358	11/20/14		1,185,660		1,196,358
Limited Liability Company Unit (B)	3,450 uts.		11/20/14		172,500		406,473
Limited Liability Company Unit Series A-1 (B)	339 uts.		03/16/16		42,419		45,716
					1,400,579		1,648,547


Randy's Worldwide Automotive
A designer and distributor of automotive aftermarket parts.
Common Stock (B)	118 shs.		05/12/15		118,476		317,186


ReelCraft Industries, Inc.
A designer and manufacturer of heavy-duty reels for diversified industrial, mobile equipment OEM, auto aftermarket, government/military and other end markets.
10.5% (0.5% PIK) Senior Subordinated Note due 02/28/2023	$	1,434,146	11/13/17		1,434,146		1,420,606
Limited Liability Company Unit Class B	293,617 uts.		11/13/17		293,617		352,647
					1,727,763		1,773,253


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		135,211
Warrant, exercisable until 2023, to purchase common stock A at $.01 per share (B)	31 shs.		03/15/13		28,316		55,241
					103,825		190,452


Smart Source Holdings LLC
A short-term computer rental company.
Limited Liability Company Unit (B)	328 uts.		*		261,262		491,723
Warrant, exercisable until 2020, to purchase common stock at $.01 per share (B)	83 shs.		*		67,467		124,554
* 08/31/07 and 03/06/08.					328,729		616,277

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

SMB Machinery Holdings, Inc.
A reseller of used, rebuilt and refurbished packaging and processing equipment, primarily serving the bottling and food manufacturing industries.
14% (2% PIK) 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% (1.5% PIK) Senior Subordinated Note due 11/23/2021		$	1,725,000	05/23/16		1,699,558		1,730,504


SR Smith LLC
A manufacturer of mine and tunneling ventilation products in the United States.
11% Senior Subordinated Note due 03/27/2022		$	867,652	03/27/17		858,548		867,098
Limited Liability Company Unit Series A (B)(F)	14 uts.			03/27/17		846,631		1,082,971
						1,705,179		1,950,069


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.
Preferred Stock Series A (B)	158,967 shs.			12/13/13		158,967		255,188
Preferred Stock Series A-2 (B)	26,543 shs.			09/10/15		29,994		42,609
						188,961		297,797


Strategic Insight, Inc.
A provider of largely proprietary data, market research, and business intelligence to the global asset management industry.
10.94% Second Lien Term Loan due 12/21/2024 (LIBOR + 9.250%)		$	1,725,000	12/28/17		1,687,604		1,692,260


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 01/31/2019 (D)		$	1,428,470	*		1,358,229		999,929
Common Stock (B)	38 shs.			12/14/10		38,168		—
Warrant, exercisable until 2020, to purchase common stock at $.01 per share (B)	37 shs.			12/14/10		37,249		—
* 12/14/10, 08/17/12 and 03/31/16.						1,433,646		999,929

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

Sunvair Aerospace Group Inc.
An aerospace maintenance, repair, and overhaul provider servicing landing gears on narrow body aircraft.
12% (1% PIK) Senior Subordinated Note due 07/31/2021	$	1,311,972	07/31/15		$	1,296,893	$	1,147,975
Common Stock (B)	68 shs.			*		104,986		4,885
* 07/31/15 and 11/08/17.						1,401,879		1,152,860


Team Drive-Away Holdings LLC
An asset-light provider of over the road driveaway services for class 8 trucks and specialized equipment.
Limited Liability Company Unit (B)	95,800 uts.		10/15/15			95,800		184,032


Therma-Stor Holdings LLC
A designer and manufacturer of dehumidifiers and water damage restoration equipment for residential and commercial applications.
10.5% (0.5% PIK) Senior Subordinated Note due 11/30/2023	$	1,367,920	11/30/17			1,367,920		1,354,684
Limited Liability Company Unit	359,375 uts.		11/30/17			342,851		273,628
						1,710,771		1,628,312


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.
15% (7.5% PIK) Senior Subordinated Note due 12/05/2020	$	75,063	12/05/13			229,252		75,063
Warrant, exercisable until 2023, to purchase common stock at $.01 per share (B)	28,079 shs.		12/05/13			—		21,340
						229,252		96,403


Tristar Global Energy Solutions, Inc.
A hydrocarbon and decontamination services provider serving refineries worldwide.
12.5% (1.5% PIK) Senior Subordinated Note due 07/31/2020	$	1,164,991	01/23/15			1,153,464		1,055,906


U.S. Retirement and Benefit Partners, Inc.
A leading independent provider of outsourced benefit design and administration and retirement services, primarily to K-12 school districts, employee unions, and governmental agencies.
10.38% Second Lien Term Loan due 2/14/2023 (LIBOR + 8.500%)	$	1,725,000	03/05/18			1,345,546		1,347,328


Velocity Technology Solutions, Inc.
A provider of outsourced hosting services for enterprise resource planning software applications and information technology infrastructure to mid and large-sized enterprises.
8.03% Lien Term Loan due 12/07/2023 (LIBOR + 6.000%)	$	2,100,000	12/07/17			2,080,066		2,088,014

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

Veritext Corporation
A provider of stenographic staffing and other services used during the legal deposition process.
11.30% Second Lien Term Loan due 01/29/2023 (LIBOR + 9.000%)	$	2,012,500		*	$	1,984,017	$	1,994,258
* 01/21/16 and 02/23/17.


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		720,667


Wellborn Forest Holding Company
A manufacturer of semi-custom kitchen and bath cabinetry.
8% Senior Subordinated Note due 09/30/2019 (D)	$	1,778,423	11/30/06			1,114,956		1,778,423
Common Stock (B)	101 shs.		11/30/06			101,250		14,033
Warrant, exercisable until 2019, to purchase common stock at $.01 per share (B)	51 shs.		11/30/06			45,790		7,006
						1,261,996		1,799,462


Westminster Acquisition LLC
A manufacturer of premium, all-natural oyster cracker products sold under the Westminster and Olde Cape Cod brands.
12% (1% PIK) Senior Subordinated Note due 02/03/2021	$	380,203	08/03/15			375,948		384,005
Limited Liability Company Unit (B)(F)	370,241 uts.		08/03/15			370,241		445,221
						746,189		829,226


Whitebridge Pet Brands Holdings, LLC
A portfolio of natural treats and foods for dogs and cats.
11.5% (0.5% PIK) Senior Subordinated Note due 08/18/2021	$	1,488,115	04/18/17			1,469,701		1,481,132
Limited Liability Company Unit Class A (B)(F)	123 uts.		04/18/17			148,096		136,401
Limited Liability Company Unit Class B (B)(F)	123 uts.		04/18/17			—		34,895
						1,617,797		1,652,428


Wolf-Gordon, Inc.
A designer and specialty distributor of wallcoverings and related building products, including textiles, paint, and writeable surfaces.
12.5% (1.5% PIK) Senior Subordinated Note due 07/22/2021	$	1,620,495	01/22/16			1,599,070		1,636,700
Common Stock (B)	157 shs.		01/22/16			156,818		186,034
						1,755,888		1,822,734

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(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% (2.5% PIK) Senior Subordinated Note due 06/12/2020	$	997,268	11/03/11		$	995,070	$	997,268
Common Stock (B)	1,500 shs.		11/03/11			150,000		135,414
						1,145,070		1,132,682


York Wall Holding Company
A designer, manufacturer and marketer of wall covering products for both residential and commercial wall coverings.
14.5% (1.5% PIK) Senior Subordinated Note due 03/04/2021 (D)	$	1,946,834	03/04/15			1,549,582		1,750,985
Common Stock (B)	2,046 shs.			*		200,418		4,931
* 03/04/15 and 02/07/18.						1,750,000		1,755,916



Total Private Placement Investments (E)					$	106,553,175	$	105,827,657

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

Rule 144A Securities - 9.79%:
Bonds - 9.79%
Alliance Residential Company	7.500	%	05/01/25	$	500,000	$	520,107	$	525,000
Altice Financing S.A.	7.500		05/15/26		400,000		400,000		392,000
Amsted Industries	5.375		09/15/24		240,000		240,000		240,000
Avantor Inc.	6.000		10/01/24		406,000		406,000		403,970
Beacon Roofing Supply, Inc.	4.875		11/01/25		406,000		406,000		386,715
Boyne USA, Inc.	7.250		05/01/25		167,000		167,000		171,384
CITGO Petroleum Corporation	6.250		08/15/22		425,000		425,000		421,281
CVR Partners, LP.	9.250		06/15/23		500,000		489,978		532,350
Dell Inc.	4.420		06/15/21		600,000		619,691		615,460
EP Energy LLC / Everest Acquisition Finance Inc.	9.375		05/01/24		406,000		242,270		288,768
First Quantum Minerals Ltd.	7.500		04/01/25		500,000		484,518		492,500
Hertz Corporation	7.625		06/01/22		500,000		500,000		507,500
Hilcorp Energy Company	5.000		12/01/24		335,000		335,000		329,975
IAMGOLD Corporation	7.000		04/15/25		500,000		500,000		511,250
J.B. Poindexter Co., Inc.	9.000		04/01/22		401,000		401,000		413,531
JBS USA Lux S.A.	6.750		02/15/28		476,000		476,000		456,960
Jupiter Resources Inc.	8.500		10/01/22		500,000		470,827		230,000
LBC Tank Terminals Holding Netherlands B.V.	6.875		05/15/23		663,000		676,036		681,233
Moog Inc.	5.250		12/01/22		500,000		502,661		512,500
New Gold Inc.	6.250		11/15/22		500,000		502,096		510,625
OPE KAG Finance Sub	7.875		07/31/23		500,000		517,654		512,500
Penske Corporation	4.875		07/11/22		500,000		498,852		526,234
Prime Security Services Borrower	9.250		05/15/23		608,000		618,852		658,877
Sinclair Broadcast Group, Inc.	5.875		03/15/26		204,000		204,000		201,960
Sinclair Television Group, Inc.	5.125		02/15/27		500,000		500,000		463,750
Suncoke Energy	7.500		06/15/25		500,000		492,861		515,000
Teine Energy Ltd.	6.875		09/30/22		500,000		506,250		510,000
Topaz Marine S.A.	9.125		07/26/22		500,000		500,000		518,500
Unitymedia KabelBW GmbH	6.125		01/15/25		500,000		500,000		524,375
UPCB Finance IV Limited	5.375		01/15/25		208,000		208,000		200,719
Valeant Pharmaceuticals International	7.000		03/15/24		173,000		173,000		180,353
Virgin Media Secured Finance PLC	5.250		01/15/26		500,000		501,860		481,250
VRX Escrow Corp.	6.125		04/15/25		182,000		182,000		157,066
Warrior Met Coal, Inc.	8.000		11/01/24		209,000		209,000		212,658

Total Bonds							14,376,513		14,286,244

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

Total Common Stock							—		—


Total Rule 144A Securities							14,376,513		14,286,244

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

Corporate Public Securities - 18.15%: (A)	LIBOR Spread		Interest Rate		Maturity Date	Principal Amount		Cost		Market Value

Bank Loans - 2.35%
Big River Steel LLC.	5.000	%	7.300	%	08/23/23	$	118,770	$	117,698	$	120,255
Coronado Coal LLC	6.500		8.812		03/14/25		253,841		246,226		250,034
Coronado Coal LLC	6.500		8.812		03/21/25		69,229		67,153		68,191
Cunningham Lindsey U.S., Inc.	3.750		6.050		12/10/19		124,297		119,372		123,778
DigiCert, Inc.	8.000		6.520		10/31/24		205,369		204,401		207,552
Focus Financial Partners, LLC.	7.500		9.800		05/22/25		400,000		409,000		407,000
Gulf Finance, LLC	5.250		7.560		08/25/23		259,739		257,760		238,635
Higginbotham Insurance Agency, Inc.	7.250		9.130		05/10/22		198,238		196,317		196,751
Murray Energy Corporation	7.250		9.550		04/16/20		453,896		420,390		383,542
OCI Beaumont LLC	4.250		6.550		02/14/25		122,286		122,134		122,846
Prospect Medical Holdings, Inc.	5.500		7.190		02/13/24		256,082		251,035		256,082
PS Logistics LLC	5.250		7.339		03/01/25		500,000		505,000		503,750
Seadrill Partners Finco, LLC	6.000		8.300		02/21/21		488,520		311,546		408,730
Summit Midstream Holdings, LLC	6.000		7.880		05/13/22		129,654		128,612		130,951

Total Bank Loans									3,356,644		3,418,097

	Interest Rate		Maturity Date	Principal Amount		Cost		Market Value

Bonds - 15.80%
Air Lease Corp.	3.000	%	09/15/23	$	600,000	$	593,959	$	574,881
AMC Entertainment Holdings Inc.	6.125		05/15/27		500,000		486,877		492,550
Anchorage Capital Group, L.L.C.	8.970		01/15/29		500,000		517,188		512,733
Anglogold Holdings PLC	5.375		04/15/20		600,000		601,666		617,621
Anixter, Inc.	5.125		10/01/21		165,000		165,000		169,125
A. Schulman Inc.	6.875		06/01/23		500,000		505,075		527,500
Bank of America Corporation	4.000		04/01/24		500,000		498,787		510,929
Beazer Homes USA, Inc.	8.750		03/15/22		160,000		160,000		172,400
Brunswick Corporation	7.125		08/01/27		500,000		503,663		607,820
Bunge Limited Finance Corp.	3.250		08/15/26		600,000		601,894		564,101
Community Health Sysyems Inc.	5.125		08/01/21		372,000		367,081		345,960
Clearwater Paper Corporation	4.500		02/01/23		491,000		488,302		471,360
Crown Castle International Corp	5.250		01/15/23		600,000		658,078		637,591
CubeSmart, L.P.	4.000		11/15/25		500,000		506,046		498,197
CVR Refining LLC	6.500		11/01/22		350,000		342,886		357,000
CVS Health Corp	4.300		03/25/28		345,000		339,998		346,470
Discovery Communications	4.900		03/11/26		600,000		647,330		621,930
Dish DBS Corporation	7.750		07/01/26		500,000		541,140		468,875
Duke Realty Limited Partnership	3.875		10/15/22		500,000		498,684		509,639
Expedia Inc.	4.500		08/15/24		600,000		623,474		606,664

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

Ferrellgas Partners, L.P.	6.750	%	01/15/22	$	265,000	$	267,337	$	251,088
Ferrellgas Partners, L.P.	8.625		06/15/20		650,000		650,324		596,375
Ford Motor Credit Co. LLC	4.375		08/06/23		600,000		639,603		608,692
General Motors Financial Co. Inc.	4.000		01/15/25		500,000		507,464		492,938
Genesis Energy, L.P.	5.625		06/15/24		500,000		470,918		471,250
Hospital Corporation of America	5.375		02/01/25		100,000		101,369		100,250
Hospital Corporation of America	5.250		06/15/26		174,000		174,000		176,262
Hewlett Packard Enterprise Company	4.900		10/15/25		500,000		498,733		519,126
Hughes Satellite Systems Corporation	6.625		08/01/26		500,000		496,895		497,500
Laboratory Corporation of America Holdings	3.600		02/01/25		500,000		499,428		492,650
Laredo Petroleum, Inc.	5.625		01/15/22		500,000		479,163		496,250
Lazard Group LLC	4.250		11/14/20		500,000		499,326		513,909
LyondellBasell Industries N.V.	5.750		04/15/24		500,000		579,136		549,616
MPLX LP	4.875		12/01/24		500,000		500,000		524,284
NRG Energy, Inc.	7.250		05/15/26		500,000		502,858		528,900
Oasis Petroleum Inc.	6.875		03/15/22		500,000		478,431		507,120
PBF Holding Company LLC	6.997		11/15/23		33,000		33,000		34,155
Perry Ellis International, Inc.	7.875		04/01/19		125,000		124,739		124,844
Pitney Bowes Inc.	3.375		10/01/21		500,000		499,713		476,250
Reinsurance Group of America	3.950		09/15/26		500,000		502,811		494,890
SM Energy Company	6.750		09/15/26		750,000		744,395		742,500
Sprint Corporation	7.125		06/15/24		155,000		155,000		151,125
Steelcase, Inc.	6.375		02/15/21		500,000		503,034		538,127
Suburban Propane Partners, L.P.	5.750		03/01/25		500,000		500,000		480,000
Time Warner Cable, Inc.	5.000		02/01/20		500,000		497,700		513,538
Trinity Acquisition Plc	4.400		03/15/26		500,000		514,805		506,657
Tyson Foods, Inc.	4.500		06/15/22		500,000		507,930		518,140
William Lyon Homes	7.000		08/15/22		500,000		500,000		512,500
WPX Energy, Inc.	5.250		09/15/24		425,000		425,000		418,625
Xlit Ltd	4.450		03/31/25		600,000		612,271		603,888

Total Bonds							23,112,511		23,054,795


Total Corporate Public Securities						$	26,469,155	$	26,472,892

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

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

Commercial Paper - 2.74%
Bemis Company, Inc.	2.350	%	04/04/18	$	1,000,000	$	999,804	$	999,804
CRH Finance America, Inc.	2.350		04/10/18		1,000,000		999,413		999,413
Lam Research Corporation	2.350		04/10/18		1,000,000		998,694		998,694
Molex Electronic Technologies LLC	3.120		04/16/18		1,000,000		999,220		999,220

Total Short-Term Security						$	3,997,131	$	3,997,131


Total Investments	103.20	%				$	151,395,974	$	150,583,924


Other Assets	8.43								12,298,537

Liabilities	(11.63	)							(16,961,991	)

Total Net Assets	100.00	%						$	145,920,470

(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 March 31, 2018, the values of these securities amounted to $105,827,657 or 72.52% of net assets.

(F)	Held in PI Subsidiary Trust

^	Effective yield at purchase

PIK - Payment-in-kind

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

Industry Classification:	Fair Value/ Market Value

AEROSPACE & DEFENSE - 3.54%
API Technologies Corp.	$	1,986,848
BEI Precision Systems & Space Company, Inc.		1,620,462
Merex Holding Corporation		404,638
Sunvair Aerospace Group Inc.		1,152,860
		5,164,808

AUTOMOTIVE - 5.42%
Aurora Parts & Accessories LLC		1,604,095
DPL Holding Corporation		1,688,754
English Color & Supply LLC		1,747,470
Ford Motor Credit Co. LLC		608,692
General Motors Financial Co. Inc.		492,938
Grakon Parent		234,860
J.B. Poindexter Co., Inc.		413,531
Moog Inc.		512,500
Power Stop Holdings LLC		290,140
Randy's Worldwide Automotive		317,186
		7,910,166

BANKING - 0.35%
Bank of America Corporation		510,929

BROKERAGE, ASSET MANAGERS & EXCHANGES - 0.49%
Higginbotham Insurance Agency, Inc.		196,751
Lazard Group LLC		513,909
		710,660

BUILDING MATERIALS - 7.96%
ARI Holding Corporation		2,707,877
Beacon Roofing Supply, Inc.		386,715
Happy Floors Acquisition, Inc.		1,810,158
NSi Industries Holdings, Inc.		1,794,321
Signature Systems Holding Company		190,452
Sunrise Windows Holding Company		999,929
Torrent Group Holdings, Inc.		96,403
Wellborn Forest Holding Company		1,799,462
Wolf-Gordon, Inc.		1,822,734
		11,608,051

CABLE & SATELLITE - 1.52%
Hughes Satellite Systems Corporation		497,500
Time Warner Cable, Inc.		513,538

	Fair Value/ Market Value

Unitymedia KabelBW GmbH	$	524,375
UPCB Finance IV Limited		200,719
Virgin Media Secured Finance PLC		481,250
		2,217,382

CHEMICALS - 2.38%
A. Schulman Inc.		527,500
Compass Chemical International LLC		221,612
CVR Partners, LP.		532,350
LBC Tank Terminals Holding Netherlands B.V.		681,233
LyondellBasell Industries N.V.		549,616
OCI Beaumont LLC		122,846
Polytex Holdings LLC		834,499
		3,469,656

CONSUMER CYCLICAL SERVICES - 3.40%
CHG Alternative Education Holding Company		1,072,284
MeTEOR Education LLC		1,084,136
PPC Event Services		1,648,547
Prime Security Services Borrower		658,877
PS Logistics LLC		503,750
		4,967,594

CONSUMER PRODUCTS - 10.12%
AMS Holding LLC		232,510
Blue Wave Products, Inc.		891,617
Elite Sportwear Holding, LLC		1,506,373
gloProfessional Holdings, Inc.		1,147,514
GTI Holding Company		916,218
Handi Quilter Holding Company		2,209,020
HHI Group, LLC		1,698,103
Manhattan Beachwear Holding Company		581,531
Master Cutlery LLC		651,077
New Mountain Learning, LLC		1,384,410
Perry Ellis International, Inc.		124,844
Whitebridge Pet Brands Holdings, LLC		1,652,428
York Wall Holding Company		1,755,916
		14,751,561

DIVERSIFIED MANUFACTURING - 5.95%
ABC Industries, Inc.		372,905
Advanced Manufacturing Enterprises LLC		24,489

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

Industry Classification: (Continued)	Fair Value/ Market Value

Airxcel Holdings	$	903,249
Amsted Industries		240,000
F G I Equity LLC		623,541
K P I Holdings, Inc.		538,956
Motion Controls Holdings		331,162
Reelcraft Industries, Inc.		1,773,253
SR Smith LLC		1,950,069
Strahman Holdings Inc.		297,797
Therma-Stor Holdings LLC		1,628,312
		8,683,733

ELECTRIC - 1.70%
AM Conservation Holding Corp.		1,946,122
NRG Energy, Inc.		528,900
		2,475,022

FINANCE COMPANIES - 0.39%
Air Lease Corp.		574,881

FINANCIAL OTHER - 3.48%
Anchorage Capital Group, L.L.C.		512,733
CRH Finance America, Inc.		999,413
Cunningham Lindsey U.S., Inc.		123,778
Focus Financial Partners, LLC.		407,000
Strategic Insight, Inc.		1,692,260
U.S. Retirement and Benefit Partners, Inc.		1,347,328
		5,082,512

FOOD & BEVERAGE - 8.31%
Bunge Limited Finance Corp.		564,101
Del Real LLC		1,741,792
Eagle Family Foods, Inc.		1,896,475
F F C Holding Corporation		253,387
Hollandia Produce LLC		1,129,336
Hospitality Mints Holding Company		988,953
Impact Confections		—
JBS USA Lux S.A.		456,960
JMH Investors LLC		350,972
PANOS Brands LLC		2,266,869
Tyson Foods, Inc.		518,140
Westminster Acquisition LLC		829,226
WP Supply Holding Corporation		1,132,682
		12,128,893

	Fair Value/ Market Value

GAMING - 1.32%
CTM Holding, Inc.	$	1,928,752

HEALTHCARE - 3.10%
Avantor Inc.		403,970
CORA Health Services, Inc.		910,935
Community Health Sysyems Inc.		345,960
ECG Consulting Group		1,502,336
GD Dental Services LLC		4,390
Hospital Corporation of America		276,512
Laboratory Corporation of America Holdings		492,650
Prospect Medical Holdings, Inc.		256,082
TherOX, Inc.		—
Touchstone Health Partnership		—
Valeant Pharmaceuticals International		180,353
VRX Escrow Corp.		157,066
		4,530,254

HEALTH INSURANCE - 0.34%
Reinsurance Group of America		494,890

HOME CONSTRUCTION - 0.47%
Beazer Homes USA, Inc.		172,400
William Lyon Homes		512,500
		684,900

INDEPENDENT - 1.35%
Jupiter Resources Inc.		230,000
Laredo Petroleum, Inc.		496,250
Oasis Petroleum Inc.		507,120
SM Energy Company		742,500
		1,975,870

INDUSTRIAL OTHER - 6.87%
AFC - Dell Holding Corporation		1,362,945
Brunswick Corporation		607,820
Clough, Harbour and Associates		1,311,014
Hartland Controls Holding Corporation		1,849,296
Lam Research Corporation		998,694
Midwest Industrial Rubber, Inc.		1,743,273
Molex Electronic Technologies LLC		999,220
Smart Source Holdings LLC		616,277
SMB Machinery Holdings, Inc.		—
Steelcase, Inc.		538,127
		10,026,666

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

Industry Classification: (Continued)	Fair Value/ Market Value

MEDIA & ENTERTAINMENT - 2.89%
AMC Entertainment Holdings Inc.	$	492,550
BlueSpire Holding, Inc.		—
Boyne USA, Inc.		171,384
Discovery Communications		621,930
Dish DBS Corporation		468,875
GlynnDevins Acquisition Corporation		165,540
HOP Entertainment LLC		—
Money Mailer Equity LLC		1,625,761
Sinclair Broadcast Group, Inc.		201,960
Sinclair Television Group, Inc.		463,750
		4,211,750

METALS & MINING - 2.88%
Alliance Residential Company		525,000
Anglogold Holdings PLC		617,621
Big River Steel LLC.		120,255
Coronado Coal LLC		318,225
First Quantum Minerals Ltd.		492,500
IAMGOLD Corporation		511,250
Murray Energy Corporation		383,542
New Gold Inc.		510,625
Suncoke Energy		515,000
Warrior Met Coal, Inc.		212,658
		4,206,676

MIDSTREAM - 1.57%
CVR Refining LLC		357,000
Ferrellgas Partners, L.P.		847,463
Genesis Energy, L.P.		471,250
Suburban Propane Partners, L.P.		480,000
Summit Midstream Holdings, LLC		130,951
		2,286,664

OIL FIELD SERVICES - 1.87%
EP Energy LLC / Everest Acquisition Finance Inc.		288,768
Gulf Finance, LLC		238,635
Hilcorp Energy Company		329,975
Petroplex Inv Holdings LLC		18,929
Seadrill Partners Finco, LLC		408,730
Teine Energy Ltd.		510,000
Topaz Marine S.A.		518,500
WPX Energy, Inc.		418,625
		2,732,162

	Fair Value/ Market Value

OTHER - REITS - 0.69%
Duke Realty Limited Partnership	$	509,639
CubeSmart, L.P.		498,197
		1,007,836

PACKAGING - 1.22%
ASC Holdings, Inc.		776,413
Bemis Company, Inc.		999,804
		1,776,217

PAPER - 1.50%
Clearwater Paper Corporation		471,360
Dunn Paper		1,716,375
		2,187,735

PHARMACEUTICALS - 2.76%
Clarion Brands Holding Corp.		2,244,342
CVS Health Corp		346,470
ERG Holding Company LLC		1,443,092
		4,033,904

PROPERTY & CASUALTY - 0.76%
Trinity Acquisition Plc		506,657
Xlit Ltd		603,888
		1,110,545

REFINING - 2.48%
CITGO Petroleum Corporation		421,281
MES Partners, Inc.		1,580,708
MPLX LP		524,284
PBF Holding Company LLC		34,155
Tristar Global Energy Solutions, Inc.		1,055,906
		3,616,334

TECHNOLOGY - 11.10%
1A Smart Start, Inc.		1,696,653
Anixter, Inc.		169,125
BCC Software, Inc.		1,716,976
Clubessential LLC		1,713,111
Dell Inc.		615,460
DigiCert, Inc.		207,552
Expedia Inc.		606,664
Glynlyon Holding Companies, Inc.		230,223
GraphPad Software, Inc.		2,425,044

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

March 31, 2018

(Unaudited)

Industry Classification: (Continued)	Fair Value/ Market Value

Hewlett Packard Enterprise Company	$	519,126
Pitney Bowes Inc.		476,250
Software Paradigms International Group, LLC		1,730,504
Velocity Technology Solutions, Inc.		2,088,014
Veritext Corporation		1,994,258
		16,188,960

TELECOMMUNICATIONS - 0.27%
Altice Financing S.A.		392,000

TRANSPORTATION SERVICES - 4.21%
Hertz Corporation		507,500
MNX Holding Company		1,414,711
OPE KAG Finance Sub		512,500
Penske Corporation		526,234
Pegasus Transtech Corporation		2,281,601
Team Drive-Away Holdings LLC		184,032
VP Holding Company		720,667
		6,147,245

WIRELESS - 0.54%
Crown Castle International Corp		637,591
Sprint Corporation		151,125
		788,716

Total Investments - 103.20% (Cost - $151,395,974)	$	150,583,924

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 table summarizes the levels in the fair value hierarchy into which the Trust's financial instruments are categorized as of March 31, 2018.

The fair values of the Trust's investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of March 31, 2018 are as follows:

Assets:	Total		Level 1		Level 2		Level 3
Restricted Securities
Corporate Bonds	$	82,419,449	$	—	$	14,286,244	$	68,133,205
Bank Loans		18,522,417		—		—		18,522,417
Common Stock - U.S.		6,091,393		—		—		6,091,393
Preferred Stock		2,925,577		—		—		2,925,577
Partnerships and LLCs		10,155,065		—		—		10,155,065
Public Securities
Bank Loans		3,418,097		—		1,741,166		1,676,931
Corporate Bonds		23,054,795		—		23,054,795		—
Common Stock—U.S.		—		—		—		—
Preferred Stock		—		—		—		—
Short-term Securities		3,997,131		—		3,997,131		—
Total	$	150,583,924	$	—	$	43,079,336	$	107,504,588
See information disaggregated by security type and industry classification in the Consolidated Schedule of Investments.

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

Assets:	Beginning balance at 12/31/2017		Included in earnings			Purchases		Sales			Prepayments			Transfers into Level 3		Transfers out of Level 3		Ending balance at 3/31/2018
Restricted Securities
Corporate Bonds	$	68,182,386	$	(1,560,926	)	$	3,193,009	$	(36,550	)	$	(1,644,714	)	$	—	$	—	$	68,133,205
Bank Loans		15,737,992		55,774			2,728,651		—			—			—		—		18,522,417
Common Stock - U.S.		6,911,240		(180,558	)		41,537		(680,826	)		—			—		—		6,091,393
Preferred Stock		2,525,813		399,764			—		—			—			—		—		2,925,577
Partnerships and LLCs		14,061,127		(368,512	)		193,692		(3,731,242	)		—			—		—		10,155,065
Public Securities
Bank Loans		523,461		7,334			818,379		—			(6,192	)		333,949		—		1,676,931
Total	$	107,942,019	$	(1,647,124	)	$	6,975,268	$	(4,448,618	)	$	(1,650,906	)	$	333,949	$	—	$	107,504,588

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 May 30, 2018

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 May 30, 2018

By (Signature and Title)*

/s/ James M. Roy

James M. Roy, Vice President and

Chief Financial Officer

Date May 30, 2018

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