SecProbe.io

1Rupert, Kevin C.
From: Meyer, Colleen B. <Colleen.Meyer@ropesgray.com>
Sent: Friday, September 14, 2012 9:54 PM
To: Rupert, Kevin C.
Cc: McCabe, Brian D.
Subject: Babson Capital Global Shor t Duration High Yield Fund
Attachments: Active_31944088_1_BGH Prospectus as of September 14, 2012.pdf; Active_31944091_1
_BGH Prospectus Redline as of Septembe r 14, 2012.pdf; Active_31944087_1_BGH SAI as
of September 14, 2012.pdf; Active_31944089_1_ BGH SAI Redline as of September 14,
2012.pdf
Mr. Rupert,
 Per the voice mail we left you this past week, I have attached the most current versions of the Babson Capital Global
Short Duration High Yield Fund prospectus  and SAI, clean and redline against the versions you last reviewed  that were
submitted  to the Securities  and Exchange  Commission  on
 June 18, 2012.  We intend to file an amendment  with the
Securities  and Exchange  Commission  next week.  Please let us know if you have any questions  or would like to
discuss.   You can reach me at the number below or Brian McCabe at 617‐951‐7801.
 Best Regards,

Colleen

Colleen Bathen Meyer
ROPES & GRAY LLP
T +1 415 315 6366 | F +1 415 315 4819
Three Embarcadero Center
San Francisco, CA 94111-4006
Colleen.Meyer@ropesgray.com
www.ropesgray.com
Circular 230 Disclosure (R&G): To ensure compliance with Tr easury Department regulations, we inform you that any U.S.
tax advice contained in this communication (including any attachments) was not intended or written to be used, and
cannot be used, for the purpose of avoi ding U.S. tax-related penalties or promoting, marketing or recommending to
another party any tax-related matters addressed herein.

This message (including attachments) is privileged and confi dential. If you are not the intended recipient, please delete it
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i
31720589_1 31720589_13Subject To Completion
Preliminary Prospectus dated September [ ●  ], 2012
PROSPECTUS
LOGO
[ ●  ] Shares
Babson Capital Global Short Duration High Yield
Fund
Common Shares
$ [●]25.00  per share
___________
The Fund.  Babson Capital Global Short Duration High Yield Fund (the “Fund”) is a
newly recently organized, non-diversified, closed-end management investment company.
Babson Capital Management LLC (“Babson Capital” or the “Manager”) will serve as theFund’s investment adviser.  Babson Capital Global Advisors Limited (“Babson CapitalU.K.” or the “ Subadviser
Sub-Adviser ”), an indirect, wholly-owned subsidiary of Babson
Capital, will serve as a subadviser sub-adviser with respect to the Fund’s European
investments.
No Prior History.  Because the Fund is newly recently organized, its common
shares have no history of public trading.  Shares of closed-end investment companiesfrequently trade at a discount from their net asset value, which creates a risk of lossfor the investors purchasing shares in the initial public offering.  This risk may be
greater for investors expecting to sell their shares in a relatively short period of time
after completion of the initial public offering.
The common shares are expected to be listed on the New York Stock Exchange,
subject to notice of issuance, under the symbol “ [ ●]BGH .”
Investment Objectives.  The Fund’s primary investment objective is to seek as high a
level of current income as Babson Capital determines is consistent with capital preservation.The Fund seeks capital appreciation as a secondary investment objective when consistentwith its primary investment objective.   There can be no assurance that the Fund will achieve
its investment objectives.
Principal Investments.  Under normal market conditions, the Fund will invest at least
80% of its Managed Assets (as defined herein) in bonds, loans and other income-producing
instruments that are, at the time of purchase, rated below investment grade (below Baa3 by
Moody ’s Investors Service, Inc. (“ Moody ’s”) or below BBB- by either Standard & Poor ’s
Rating Services, a division of the McGraw-Hill Company, I nc. (“S&P”) or Fitch , Inc.
(“Fitch”) ) or unrated but judged by the Manager or Subadviser Sub-Adviser to be ofThe information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration  statement
filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and i t is not soliciting an
offer to buy these securities in any state where the offer or sale  is not permitted.

comparable quality.  As used herein, “high yield” instruments or “junk bonds”  are
instruments that are rated below investment grade or unrated but judged by the Manager orSubadviser
Sub-Adviser to be of comparable quality.  Although the Fund may invest in
investments of any duration or maturity, under normal market conditions, the Fund will seekto maintain a weighted average portfolio dura tion, including the effects of leverage, of three
years or less and a weighted average maturity of five years or less.  The Fund expects toinvest primarily in high yield bonds and loan s of North American and Western European
corporate issuers that are of below investment grade quality.  Under normal marketconditions, the Fund intends to invest in at least three different countries and to invest
at
least 40% of its net assets in securities of foreign companies (or, if less, at least thepercentage of net assets that is 10 %
 percentage points less than the percentage of the Fund’s
benchmark, the Bank of America/Merrill Lynch Global Non-Financial High Yield
Constrained Index, represented by foreign companies, as determined by the provider of thebenchmark).  For purposes of determining whether securities held by the Fund are securitiesof a foreign company, a company is considered to be a foreign company if the Manager orSubadviser
Sub-Adviser determines that the company’s securities trade on a market outside
of the United States, the company is headquartered or organized outside of the UnitedStates, the company derives a majority of its revenues or profits outside of the UnitedStates, or the company is significantly exposed to the economic fortunes and risks ofregions outside the United States.  The Fund expects that, under current market conditions,it will seek to hedge substantially all of its exposure to foreign currencies.
Bonds, loans and other debt
Investment in the Fund ’s common shares involves
substantial risks arising from, among other strategies, the Fund ’s ability to invest in
securities ofthat are rated below investment grade quality by Moody ’s, S&P or Fitch or
unrated but judged by the Manager or Sub-Adviser to be of comparable quality, the
Fund ’s exposure to foreign securities denominated in U.S. or foreign currencies, and
the Fund ’s anticipated use of leverage.  Below investment grade securities are regarded
as having predominantly speculative charact eristics with respect to capacity to pay
interest and to repay principal , and are commonly referred to as “high yield”
securities or “junk bonds.”  The Fund ’s potential exposure to foreign securities
involves special risks including  currency risk.  Similarly, the use of derivative
instruments involves risks different from , and possibly greater than, the risks
associated with investing directly in securi ties and other traditional investments, and
an investment in a derivative instrument could lose more than the principal amount
invested.  The use of derivative instruments also may , in certain circumstances , give
rise to a form of leverage and related risks.  Due to Because of the risks involved
inassociated with investing in high yield securities  and derivatives , foreign securities,
derivative  instruments  and using leverage , an investment in the Fund should may be
considered speculative.
 Before buying any of (continued on following page)
_______________
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Investing in the Fund’s common shares  involves certain risks.  See , you should
read the discussion of the risks of investing in the Fund in  “Risks” beginning on page
[26]41of this prospectus.   There can be no assurance that the Fund will achieve its
investment objectives.
(continued on following page)
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_______________
Per Share Total  (3)
Public Offering Price $ [ ●]25.00 $[ ●]
Sales Load (1) $ [ ●]1.125 $[ ●]
Estimated Offering Expenses  (2) $[ ●].050 $[ ●]
Proceeds to the Fund ( 32)$ [ ●]23.825 $[ ●]
_______________________________
(notes continued on following page)
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete.  Any representation to the contrary is a criminaloffense.
The underwriters expect to deliver the Fund’s common shares to purchasers on or
about [
 ●]    , 2012.
_______________
[[Underwriters]]
The date of this prospectus is [ ●]         , 2012.
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(notes continued from previous page)
(1) Babson Capital Management LLC (“Babson Capital” or the “Manager” ) (and not the Fund)
has agreed to pay from its own assets structuring fees to         ,         and          in
connection with this offering.  These fees are not reflected in the sales load in the table
above.  The Manager (and not the Fund) may also pay certain qualifying underwriters a
structuring fee, sales incentive fee or additional comp ensation in connection with this
offering.  See “ Underwriting —Other Relationships.”
(2) The Fund has agreed to pay the underwriters $    , or $     (if the underwriters exercise the
overallotment in full) representing $.00834 per common share as a partial reimbursement of
expenses incurred in connection with this offering.  Total offering expenses to be paid by
the Fund (other than the sales load but inclusive of such $.00834 per common share partial
reimbursement of underwriters ’ expenses) are estimated to be approximately $    , which
represents $.05 per common share.  The Manager has agreed to pay the Fund ’s
organizational and offering costs (other than the sales load but inclusive of such $.00834 per
common share partial reimbursement of underwriters ’ expenses), which are estimated to be
$     , to the extent such costs are in excess of $.05 per common share.  See “Summary of
Fund Expenses.”
(13) The Fund has granted the underwriters have the an option to purchase up to [ ●]
additional common shares at the public offering price , less the sales load , within 45 days
afterof the date of this prospectus, solely to cover over-allotments overallotments , if any.  If
thatsuch option is exercised in full, the total Public offering price, sales load, estimated
offering expenses and proceeds , after expenses,  to the Fund , will be $ [ ●]    , $ [ ●]    , $ [ ●]
and $ [ ●]    , respectively.  See “Underwriting.”
(2) [[The Manager (and not the Fund) has agreed to pay from its own assets a [ ●] fee to [  ●].
See “Underwriting.”   That fee is not reflected in the table above.]]
(3) [[The Fund will pay or reimburse organization and offering expenses estimated at $ [ ●] from
the proceeds of the offering.  The Manager has agreed to pay (i) the amount by which the
Fund ’s offering costs (other than the sales load ) exceed $ [ ●] per share and (ii) all of the
Fund ’s organizational expenses, except that the Fund has agreed to reimburse the Manager
for such organizational expenses to the extent that the aggregate of all such organizational
expenses and all offering costs (other than the sales load ) does not exceed $ [ ●] per share. ]]
_______________
(continued from previous page)
Portfolio Management Strategies.   The Fund will seek to take advantage of inefficiencies
between geographies, primarily the North Amer ican and Western European high yield bond and
loan markets and within capital structures betw een bonds and loans. For example, the Fund will
seek to take advantage of differences in pricing between bonds and loans of an issuer denominatedin U.S. dollars and substantially similar bonds and loans of the same issuer denominated in Euros,potentially allowing the Fund to achieve a higher relative return for the same credit risk exposure.Babson Capital has 70 professionals worldwide dedicated to high yield investing, including 43
professionals in the United States and 27 professionals in Europe.  Babson Capital takes a credit-
intensive approach when selecting assets for the Fund.  It seeks to determine where value exists
within companies based on fundamental bottom-up analysis and to assess this value relative to
other investment alternatives.  Babson Capital focuses on in-depth company and industry analysis,
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with particular attention paid to free cash flow generation capability, quality of management and
capital structure.  Babson Capital also looks at enterprise value relative to debt and collateral value
for the bonds and loans that it purchases.  Babson Capital ’s credit strategy stresses (i)
fundamentally driven credit selection and portfolio construction, (ii) building broadly diverse
portfolios across industry and issuer, (iii) emphasizing total return, relative value and market
liquidity, (iv) determining appropriate reward for risk, (v) communicating and reacting to company
and market information on a real time basis and (vi) actively managing accounts to achieve
portfolio objectives as credit market conditions change.
The Fund will seek to buy issues of companies with strong management teams and solid
business positions in stable industries.  Research analysts focus on profitability, generation and
sustainability of cash flow, enterprise value, interest coverage and leverage.  Babson Capital looks
for companies that have appropriate capital structures that do not overly subordinate their debt and
have adequate liquidity with access to capital.  Using fundamental bottom-up analysis combined
with credit analysis techniques, research analysts consider the potential downside risks of an
investment first, but do not ignore the upside potential.  They monitor the current investment
environment to identify which asset classes are offering the best value given the risks. Analysts
then perform rigorous analysis of issuers under consideration by examining (i) the quality of the
management team, (ii) free cash flow to determine an issuer ’s ability to repay debt, (iii) the
company ’s strengths and weaknesses within its sectors, including the views of competitors,
suppliers and customers, (iv) capital structure, (v) pro forma leverage and debt coverage and (vi) a
comparison of traditional measures of total financial leverage to both debt market standards and
enterprise values.
Portfolio Contents.  As noted above, the Fund will invest primarily in high yield bonds,
loans and other income-producing instruments.  The Fund may invest in both fixed and floatingrate instruments; listed and unlisted corporate debt obligations; convertible securities; collateralizeddebt, bond and loan obligations; bank obligations; U.S. government securities; preferred securitiesand trust preferred securities; structured securities; and when-issued securities and forwardcommitments. The instruments in which the Fund will invest will primarily be of below investmentgrade quality.  The Fund may invest in distressed bonds and loans.  The Fund also may invest inequity securities incidental to the purchase or ownership of fixed-income securities.  The Fund mayuse derivatives to a significant extent for hedging, investment or leverage purposes.  Although theFund is not limited in the types of derivatives it can use, the Fund currently expects that itsderivatives use will consist primarily of total return swaps, credit default swaps and foreign
currency forward contracts and futures.   Although the Fund may invest in investments of any
duration or maturity, under normal market conditions, the Fund will seek to maintain a weighted
ave