Code of Ethics

Remuneration Policy

February 2021

CONTENTS
1.

Introduction

2.

Remuneration Policy Framework

3.

Applicable Remuneration

4.

Identified Staff

5.

Proportionality

6.

Remuneration Committee

7.

Oversight of Remuneration Policy

21. INTRODUCTION
The Barings Group includes two Management Companies (each a ‘Firm’ and together the‘Firms’): Baring Fund Managers Limited (“BFM”). Authorised and regulated by the Financial
Conduct Authority (“FCA”) in the United Kingdom; and Baring International Fund Managers (Ireland) Limited (“BIFMI”). Authorised andregulated by the Central Bank of Ireland (“CBI”).
BFM is subject to the following UK regulations: The Alternative Investment Fund Managers Regulation 2013;
 The Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations
2019; The Collective Investment Schemes Regulations 2018; and The Collective Investment Schemes Regulations (Amendment etc.) (EU Exit)
Regulations 2019
BIFMI subject to the following European Directives: Undertakings for Collective Investment in Transferrable Securities (“UCITS”) Directive;and Alternative Investment Fund Managers Directive (“AIFMD”)
Within this policy, the above UK regulations and European Directives to which the Firms aresubject to are collectively referred to as “the Regulations”
Each Firm acts as manager to a number of UCITS funds and Alternative Investment Funds(“AIFs”) (together the ‘Funds’). In accordance with the Regulations, the Firms are required tohave a documented remuneration policy. Key details of the remuneration polices for the above
Firms are noted below. Paper copies of these remuneration policies are available on request.

2. REMUNERATION POLICY FRAMEWORKThe purpose of each Firm’s remuneration policy is to seek to ensure that the remuneration
arrangements of “identified staff”:(i)are consistent with and promote sound and effective risk management; and do not
encourage risk-taking which is inconsistent with the risk profile, rules or instruments
of incorporation of the Firm or any fund which the Firm is the manager of (theFunds);(ii)
are consistent with the Firm’s business strategy, objectives, values and interestsand include measures to avoid conflicts of interest;(iii)
do not impair the Firm’s compliance with its duty to act in the best interests of theFunds; and(iv)
are consistent with the business strategy, objectives, values and interests of theFirm, the Funds and the investors in such Funds and includes measures to avoid
conflicts of interest

3. APPLICABLE REMUNERATIONThe remuneration approach and principles set out in each Firm’s policy apply to fixed andvariable remuneration of any type paid by each Firm including carried interest (if applicable),
discretionary pension benefits and to any transfer of units or shares of the firm or any Fund.
Each firm’s compensation structure is designed to support and further the firm’s businessstrategy, objectives, values and long-term interests. Compensation aims to facilitate theretention of existing employees and attract high calibre new employees in order to achieve thebest results for the firm. It is also designed to ensure sound and effective risk management
consistent with the risk profile of the funds.

3.
Pursuant to Regulation (EU) 2019/2088 on sustainability‐related disclosures in the financial
services sector, BIFMI’s Identified Staffs’ compensation is consistent with the integration ofsustainability risk. BIFMI delegates investment management to Baring Asset Management
Limited (“BAML”) and Barings LLC (“the Investment Managers”) and therefore relies on theInvestment Managers to implement processes that require them to consider the management ofsustainability risks.
Each Investment Manager is subject to the Barings’ global Sustainability Policy: the policy
describes how investment teams integrate ESG into their investment process and consider
sustainability risk as part of their investment decision making.
BIFMI’s Identified Staff are expected to support the business in undertaking its activities in a
responsible manner through including sustainability considerations in their roles and decision
making. Specifically for employees involved in investment activities, such employees areexpected to implement the Sustainability Policy.

4. IDENTIFIED STAFF
Each Firm is responsible for determining the categories of staff whose professional activities
have a material impact on the risk profile of the Firm or any of the Funds they manage. EachFirm is also responsible for complying with the requirements which aim to manage the risks theiractivities entail.
The term “Identified Staff” broadly includes:- Senior management- Risk takers- Control functions- Employees in the same remuneration bracket, whose professional activities have a material
impact on the Firm’s risk profile or of the Funds it manages
The Regulations allow that when delegating an activity to a firm that is subject to remuneration
rules that are equally as effective, the UCITS and AIFMD remuneration rules need not apply.
The Firms delegate investment management to Baring Asset Management Limited (“BAML”)
and Barings LLC (“the Investment Managers”).
BAML is subject to the Capital Requirements Directive (“CRD”) including its remuneration rules
which are considered to be equally as effective as those under the UCITS and AIFMD
Directives. BLLC is subject to equivalent rules in the US

5. PROPORTIONALITY
In accordance the Regulations, each Firm must comply with the remuneration principles in away and to the extent it is appropriate to the Firm’s size, internal organisation and the nature,
scope and complexity of its activities (the "Proportionality Approach").
Each Film has carried out a Proportionality Assessment. In summary the Firms Boards haveconcluded it is appropriate to dis-apply the Payout Process Rules covering payment in fundunits, shares or other instruments for all Funds, on the basis that this would be disproportionate
to the firm.

6. REMUNERATION COMMITTEE
Following the Proportionality Approach, the Boards consider that it is appropriate andproportionate to dis-apply the requirement to appoint a remuneration committee for thepurposes of the Regulations.

4Whilst the Firms have concluded it is not required to maintain a remuneration committee
meeting all the formal requirements of the Regulations, it nevertheless follows the BEL group
approach to remuneration governance, which relies on committees. Remuneration for the BEL
group companies is governed by two remuneration committees; the Remuneration Committee isresponsible for the setting, implementing and ongoing review of Barings Group remuneration
policy and approval of employee annual promotions and compensation awards. The SeniorCompensation Committee is responsible for the approval of compensation for the Barings seniorglobal employees.

7. OVERSIGHT OF THE REMUNERATION POLICY
The remuneration policy is adopted by each Firm’s Board and is subject to an annual review bythe Firm. This review ensures that: - the overall remuneration system operates as intended; the risk profile, long term objectives and goals of the Firm are adequately reflected; and - thepolicy reflects best practice guidelines and regulatory requirements.

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