Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Barings Capital Investment Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 06762A102 (CUSIP Number) Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Attn: Philip Wellman (800) 767-1000 Barings LLC 300 South Tryon St., Suite 2500 Charlotte, NC 28202 Attn: Ashlee Steinnerd (704) 805-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 28, 2021 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ??240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ? Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person?s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be ?filed? for the purpose of Section 18 of the Securities Exchange Act of 1934 (the ?Act?) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Philip Wellman Name: Philip Wellman Title: Head of Mutual Funds & RIA Compliance BARINGS LLC By: /s/ Melissa LaGrant Name: Melissa LaGrant Title: Managing Director Dated: January 28, 2021EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY Date: January 28, 2021 /s/ Philip Wellman Signature Philip Wellman Head of Mutual Funds & RIA Compliance Name/Title BARINGS LLC Date: January 28, 2021 /s/ Melissa LaGrant Signature Melissa LaGrant Managing Director Name/TitlePrint Name (joint owner, if applicable)Social Security Number (joint owner, if applicable) Date of Birth (joint owner, if applicable) Name of Trustees or Fiduciaries exercising investment discretion with respect to the Subscriber: Signature Printed Name Title Physical Street Address Federal Tax Identification Number Date of BirthIf applicable, the custodian of the Subscriber, including a custodian for an IRA, should complete and sign the bottom line of this signature page Signature Printed Name Title Physical Street Address Federal Tax Identification Number Date of Birth**The record address should be the legal residence address where the Subscriber files tax returns. The foregoing Subscription Agreement is accepted and agreed by the Company, for a Capital Commitment of $_________________________________, as of __________________, 20___. Barings Capital Investment Corporation By: __________________________________ Name: ________________________________ Title: _________________________________IRA CUSTODIAN/TRUSTEE ACKNOWLEDGEMENT: The undersigned, being the custodian or trustee of the above- named individual retirement account, hereby accepts and agrees to this subscription. _____________________________________ Name of Custodian or Trustee By: ________________________________ Signature of Authorized Signatory ________________________________ Name of Authorized Signatory APPENDIX A BARINGS CAPITAL INVESTMENT CORPORATION BARINGS, LLC INVESTOR QUESTIONNAIRE Please complete each Section of this Investor Questionnaire. I. General Information. 1. If Subscriber is not holding for the Subscriber?s own account, provide the name, and residential street address for whom the interest is being held: ________________________________________________________________ ____________________ 2. Investor category of Subscriber (check all that apply) ____ _ Individual U.S. person (including your trust) ____ _ Banking or thrift institution ____ _ Individual Non-U.S. person (including trust) ____ _ State or municipal government entity ____ _ Broker-dealer (excluding pension plans) ____ _ Insurance company ____ _ State or municipal pension plan ____ _ Investment company registered with SEC ____ _ Sovereign wealth fund and ____ _ Private fund foreign official institutions ____ _ Non-profit ____ _ Other Non-U.S. person ____ _ Pension plan (excluding government plans) ____ _ Other 3. Form of Subscriber (check all that are applicable): ____ _ Individual ____ _ Grantor trust ____ _ Joint tenants ____ _ Other trust ____ _ Tenants in common ____ _ IRA/Keough Plan/SEP ____ _ Limited partnership ____ _ Other Employee benefit plan ____ _ General partnership ____ _ Non-profit, endowment or foundation ____ _ Limited liability company ____ _ Other exempt organization ____ _ C corporation ____ _ Nominee ____ _ S corporation ____ _ Fiduciary ____ _ Estate ____ _ Disregarded entity ____ _ Other (describe):_____________ ________ 4. Tax year end (month and day): _____________________ 5. Is the Subscriber a ?fund of funds?? _____ Yes _____ No 6. If the Subscriber is an individual, or if the Subscriber is an entity in which an individual holds, directly or indirectly, more than five percent of the ownership or beneficial interests, please identify (i) all such individuals, and (ii) all entities for which such individuals serve as employee, officer or director. _____________________________ ________________________________________________________________ ______________II. Accredited Investor Status The Subscriber represents and warrants that it is an ?accredited investor? within the meaning of Regulation D under the U.S. Securities Act of 1933, as amended (the ?Securities Act?), and has indicated below each category under which the Subscriber qualifies as an accredited investor. The Subscriber is: ____ (i) A bank, as defined in Section 3(a)(2) of the Securities Act, whether acting in regard to this offering in its individual or a fiduciary capacity. ____ (ii) A savings and loan or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in regard to this offering in its individual or a fiduciary capacity. ____ (iii) A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). ____ (iv) An insurance company, as defined in Section 2(a)(13) of the Securities Act. ____ (v) An investment company registered under the Investment Company Act of 1940, as amended (the ?Investment Company Act?). ____ (vi) A business development company, as defined in Section 2(a)(48) of the Investment Company Act. ____ (vii) A private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the ?Investment Advisers Act?). ____ (viii) A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended. ____ (ix) A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000. ____ (x) An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (?ERISA?), if the investment decision regarding this offering was made by a plan fiduciary (as such term is defined in Section 3(21) of ERISA) which is either a bank, savings and loan association, insurance company (as described above) or investment adviser duly registered under the Investment Advisers Act. ____ (xi) An employee benefit plan within the meaning of ERISA with total assets in excess of $5,000,000, whether or not the investment decision regarding this offering was made by a bank, insurance company or registered investment adviser. ____ (xii) An employee benefit plan within the meaning of ERISA which is a self-directed plan with investment decisions made solely by persons described by one or more of the categories set forth in subsections (i) through (ix) and (xiii) through (xviii) of this Section II. ____ (xiii) Either (A) a corporation, (B) a Massachusetts or similar business trust, (C) a partnership, (D) a limited liability company, or (E) an organization described in Section 501(c)(3) of the Internal Revenue Code, in any case not formed for the specific purpose of acquiring the Shares and having total assets in excess of $5,000,000. ____ (xiv) A natural person whose individual net worth, or joint net worth with his or her spouse, excluding the value of his or her primary residence, exceeds $1,000,000. ____ (xv) A natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with that person?s spouse in excess of $300,000 in each of those years and who reasonably expects income in excess of such amounts in the current year. ____ (xvi) A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Shares whose purchase is directed by a person who has, alone or together with his or her purchaser representative (as defined in the aforementioned Regulation D), such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of this investment. ____ (xvii) A trust pursuant to which the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole or shared investment control over the assets of the trust, and the (each) grantor is described by one or more of the categories set forth above in subsections (xiv) or (xv) of this Section II. ____ (xviii) A partnership, corporation or other entity, not formed for the specific purpose of acquiring Shares, in which all of the equity holders are persons described by one or more of the categories set forth above in subsections (i) through (xvii) of this Section II. ____ (xix) A partnership, corporation or other entity which is formed for the specific purpose of acquiring Shares and in which all of the equity holders are persons described by one or more of the categories set forth above in subsections (i) through (xviii) of this Section II, in which case the Subscriber has so notified the Company in writing that it is relying on this clause (xix), and agrees to provide the Company with information requested by it respecting the Subscriber?s equity holders.) ____ (xx) An employee benefit plan within the meaning of Title I of ERISA, acting for its own account or for the accounts of other ?qualified institutional buyers? as defined under Rule 144A promulgated under the Securities Act, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the plan. ____ (xxi) A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, acting for its own account or for the accounts of other ?qualified institutional buyers? as defined under Rule 144A promulgated under the Securities Act, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the plan. Check all applicable categories. III. Supplemental Information 1 . Is the Subscriber, or will the Subscriber be, a Benefit Plan Investor (as defined below) or is it or will it use the assets of an entity or other Person that is or will in the future be a Benefit Plan Investor to invest in the Company? 0 yes 0 no A ?Benefit Plan Investor? is * Any ?employee benefit plan? as defined in Section 3(3) of ERISA that is subject to ERISA. * Any ?plan? described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code. Such a plan includes, without limitation, an ?individual retirement account? described in Section 408 or 408A of the Code, a Keogh plan, an Archer MSA described in Section 220(d) of the Code, a Coverdell education savings account described in Section 530 of the Code and a health saving account described in Section 223(d) of the Code. * Any entity that is, or would be deemed to be using ?plan assets? (within the meaning of Section 3(42) of ERISA) to purchase or hold its investments. 2 . Is the Subscriber, or will the Subscriber be, an entity (other than an insurance company general account) whose assets will be deemed to constitute ?plan assets? subject to ERISA or Section 4975 of the Code by reason of investment in such entity by other Benefit Plan Investors? 0 yes 0 no 3 . Answer this Question 3 only if the answer to Question (2) above is ?yes?: What is the maximum percentage of the Subscriber?s assets that constitutes or will in the future constitute ?plan assets? subject to ERISA or Section 4975 of the Code?: _____________% 4 . If the Subscriber is or will be an insurance company general account, does or will any portion of the underlying assets in its general account constitute ?plan assets? subject to ERISA or Section 4975 of the Code? 0 yes 0 no 5 . Answer this Question 5 only if the answer to Question (4) above is ?yes?: What is the maximum percentage of the assets in the Subscriber?s general account that constitutes or will in the future constitute ?plan assets? subject to ERISA or Section 4975 of the Code? _____% Without limiting the remedies available in the event of a breach, the Subscriber agrees promptly to notify the Company and the Adviser in writing if there is a change in the percentage as set forth in Question (3) or Question (5) above and at such other time or times as the Company or the Adviser may request. Related Parties/Other Beneficial Parties 6 . Is the Subscriber or will the Subscriber be a person (including an entity) that has discretionary authority or control with respect to the assets of the Company or a person who provides investment advice with respect to the assets of the Company or an ?affiliate? of such a person (a ?Controlling Person?)? For purposes of this representation, an ?affiliate? is any person controlling, controlled by or under common control with any such person, including by reason of having the power to exercise a controlling influence over the management or policies of such person. 0 yes 0 no 7 . To the best of the Subscriber?s knowledge, does the Subscriber control, or is the Subscriber controlled by or under common control with, any other investor in the Company? 0 yes 0 no If the question above was answered ?Yes,? please indicated the name of such other investor in the space below: 8 . Will any other person or persons have a beneficial interest in the Shares to be acquired hereunder (other than as a shareholder, partner, policy owner or other beneficial owner of equity interests in the Subscriber)? (By way of example, and not limitation, a ?nominee? Subscriber or a Subscriber who has entered into swap or other synthetic or derivative instruments or arrangements with regard to the Shares to be acquired herein would check ?Yes.?) 0 yes 0 no If either question above was answered ?Yes,? please contact the Administrator for additional information that will be required. BHC Investor Status 9 . Is the Subscriber a ?BHC Investor??* 0 yes 0 no *A ?BHC Investor? is defined as an Investor that is a bank holding company, as defined in Section 2(a) of the Bank Holding Company Act of 1956, as amended (the ?BHC Act?), a non-bank subsidiary (for purposes of the BHC Act) of a bank holding company, a foreign banking organization, as defined in Regulation K of the Board of Governors of the Federal Reserve System (12 C.F.R. ? 211.23) or any successor regulation, or a non-bank subsidiary (for purposes of the BHC Act) of a foreign banking organization which subsidiary is engaged, directly or indirectly in business in the United States and which in any case holds Shares for its own account. New York State Tax Domicile 10. Is the Subscriber?s tax domicile the State of New York? 0 yes 0 no IV. Dividend Reinvestment Plan. The Company will adopt a dividend reinvestment plan under which cash distributions to investors are automatically reinvested for additional Shares. Subscribers may opt out of the plan by checking the box below. Elections may be altered, subject to approval by the Company: 0 Opt-out of Dividend Reinvestment Plan APPENDIX B BARINGS CAPITAL INVESTMENT CORPORATION BARINGS, LLC CERTIFICATION OF BENEFICIAL OWNER(S) This form requires you to provide the name, address, date of birth and Social Security number (or passport number or other similar information, in the case of Non-U.S. Persons) for the following individuals (i.e., the beneficial owners): (i) Each individual, if any, who owns, directly or indirectly, 25% or more of the equity interests of the legal entity customer (e.g., each natural person that owns 25% or more of the shares of a corporation); and (ii) An individual with significant responsibility for managing the legal entity customer (e.g., a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, or Treasurer). The number of individuals that satisfy this definition of ?beneficial owner? may vary. Under section (i), depending on the factual circumstances, up to four individuals (but as few as zero) may need to be identified. Regardless of the number of individuals identified under section (i), you must provide the identifying information of one individual under section (ii). It is possible that in some circumstances the same individual might be identified under both sections (e.g., the President of Acme, Inc. who also holds a 30% equity interest). Thus, a completed form will contain the identifying information of at least one individual (under section (ii)), and up to five individuals (i.e., one individual under section (ii) and four 25% equity holders under section (i)). Persons subscribing on behalf of a legal entity must provide the following information: a. Name and Title of Natural Person: ________________________________________________________________ _______ b. Name, Type, and Address of Legal Entity: ________________________________________________________________ _______ c. The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25% or more of the equity interests of the legal entity listed above: Name Date of Birth Address (Residential or Business Street Address) For U.S. Persons: Social Security Number For Non-U.S. Persons: Social Security Number, Passport Number and Country of Issuance, or other similar identification number (If no individual meets this definition, please write ?Not Applicable.?) d. The following information for one individual with significant responsibility for managing the legal entity listed above, such as: ? An executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or ? Any other individual who regularly performs similar functions. (If appropriate, an individual listed under section (c) above may also be listed in this section (d)). Name/Title Date of Birth Address (Residential or Business Street Address) For U.S. Persons: Social Security Number For Non-U.S. Persons: Social Security Number, Passport Number and Country of Issuance, or other similar identification number1I, ________________ (name of natural person), hereby certify, to the best of my knowledge, that the information provided above is complete and correct. Signature: ______________________________________ Date: ___________________ Legal Entity Identifier ___________________________ (Optional) APPENDIX C BYLAWS OF THE COMPANYAPPENDIX E INVESTMENT ADVISORY AGREEMENTAPPENDIX F ADMINISTRATION AGREEMENTAPPENDIX G PRIVACY POLICIES AND PRACTICES Introduction In June 2000, the SEC adopted Regulation S-P, a comprehensive set of rules intended to implement the privacy requirements set forth in Section 504 of the Gramm-Leach-Bliley Act. In general, Regulation S-P requires various SEC regulated entities, such as the Company and its Adviser, to establish processes and safeguards to protect various records and customer information. Under Regulation S-P, the Company and its Adviser are generally prohibited from providing non-public personal information about a customer to an unaffiliated third party unless they provide the customer with an initial and annual privacy notice giving the customer the option of withholding consent to the sharing of the information. Policy Statement The Company and the Adviser have adopted a joint privacy compliance program and related policies and procedures (?Joint Privacy Policy?). As required by Regulation S-P, the Joint Privacy Policy is reasonably designed to: (i) ensure the security and confidentiality of customer records and information; (ii) protect against any anticipated threats or hazards to the security or integrity of customer records and information; and (iii) protect against unauthorized access to or use of customer records and information that could result in substantial harm or inconvenience to any customer. Procedures The Company has delegated the responsibility of implementing the Joint Privacy Policy to its Adviser, including the responsibility for providing the initial and annual privacy notices as required by Regulation S-P. Conflict Resolution and Escalation Process Associates of any Service Provider and Officers and Directors of the Company will immediately report any issues that they believe are a potential or actual breach of any Policy or Procedure to the Chief Compliance Officer or in his/her absence to the Company's Chief Legal Officer or Counsel. The Chief Compliance Officer, in consultation with the Adviser's Legal Department, the Chief Legal Officer and Company Counsel, may grant exceptions to any provision in this Compliance Manual so long as such exceptions are consistent with the purpose of the Company's Compliance Manual and applicable law, documented and retained for the required period. Any exceptions granted under this Compliance Manual will also be reported to the Board. Any questions regarding the applicability of this Policy should be directed to the Chief Compliance Officer. Governing Regulatory Statute ? Securities and Exchange Commission Regulation S-P ? Section 504 of the Gramm-Leach-Bliley Act Books and Records Retained The records referenced or produced under this Policy will be retained in accordance with the Company?s Books and Records: Recordkeeping Policies and Procedures. - 33 -BARINGS CAPITAL INVESTMENT CORPORATION BARINGS, LLC INVESTOR QUESTIONNAIRE A-10