SecProbe.io

CORRESP
1
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              Dechert LLP

              1900 K Street, N.W.

                Washington, DC   20006-1110

              +1 202 261 3300  Main

              +1 202 261 3333  Fax

              Matthew Carter

              Partner

              matthew.carter@dechert.com

              +1 202 261 3395  Direct

              +1 202 261 3184  Fax

    January 23, 2026

  VIA EDGAR

  Christian Sandoe

  Assistant Director

  Division of Investment Management

  U.S. Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

        Re:

          Barings Global Short Duration High Yield Fund (File No. 811-22562)

  Request for Non-Objection to Use of Form N-2

  Dear Mr. Sandoe:

  This letter is being filed on behalf of Barings Global Short Duration High Yield Fund (the “Fund”), a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940

      Act”).  Pursuant to discussions with the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“Commission”), we understand that, based upon the specific facts and circumstances involved in this matter, the Staff will
    not object to the Fund’s use of a future shelf registration statement on Form N-2 in reliance on General Instruction A.2 thereto, notwithstanding the Fund’s untimely filing of its Form N-CSR for the period ended December 31, 2024 (the “2024 Annual
      Report”).

  The Fund does not currently have an effective registration statement and has not sold any shares since the expiration of its prior registration statement on Form N-2 that was initially filed in 2011. The Fund intends to
    file a shelf registration statement on Form N-2. The primary purpose of the shelf registration statement is to enable the Fund to publicly offer and sell its securities at various times, including pursuant to “at the market” offering programs. If the
    Fund is not able to file a shelf registration statement on Form N-2 pursuant to General Instruction A.2 to Form N-2, the Fund respectfully submits that investors in the Fund may be disadvantaged if the Fund is required to incur additional expenses
    associated with its shelf registration statement or is not able to access the capital markets as efficiently or in a timely manner as it might otherwise be able to if it could file its shelf registration statement on Form N-2 as described in this
    letter.

              January 23, 2026

              Page 2

  General Instruction A.2. to Form N-2 provides that a fund registered under the 1940 Act must, among other things, have been registered for period of at least twelve calendar months immediately preceding the filing of the
    registration statement on Form N-2 and have timely filed all reports required to be filed pursuant to Section 30 of the 1940 Act and Section 12 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the
    twelve calendar months and any portion of a month immediately preceding the filing of the shelf registration statement pursuant to such general instruction.

  Pursuant to Rule 30e-1 under the 1940 Act, the Fund was required to transmit the 2024 Annual Report to shareholders within sixty days after the end of the Fund’s fiscal year. The Fund transmitted the 2024 Annual Report
    to shareholders on March 2, 2025, sixty-one days after the end of the Fund’s fiscal year because an external service provider for the Fund failed to timely return a website-ready version of the 2024 Annual Report for transmission to the Fund’s
    shareholders and posting to the Fund’s website. Notwithstanding the foregoing and the Fund’s good faith effort at complying with Rule 30e-1 under the 1940 Act, the Fund acknowledges that the 2024 Annual Report should have been transmitted to
    shareholders on or before March 1, 2025 and has taken the remedial measures discussed below.

  Pursuant to Form N-CSR, the Fund was required to file its 2024 Annual Report with the Commission not later than ten days after the transmission of the 2024 Annual Report to shareholders. The Form N-CSR including the 2024
    Annual Report was filed with the Commission on March 12, 2025, which was ten days after the Fund transmitted the 2024 Annual Report to shareholders.1 Unfortunately, the Form N-CSR submission was “accepted” by the Commission at 8:40 p.m. ET
    on March 12, 2025 due to no fault of the Fund. As a result, the N-CSR was deemed “filed” on March 13, 2025 and therefore “late” under the aforementioned requirements.

  1 The Fund acknowledges that ten days after the March 1, 2025 deadline to transmit the 2024 Annual Report to shareholders would have resulted in the Form N-CSR being filed
    with the Commission on or before March 11, 2025.

              January 23, 2026

              Page 3

  Since September 2023, the Fund has timely filed all reports required to be filed pursuant to Section 30 of the 1940 Act and Section 12 or 15(d) of the Exchange Act except for the 2024 Annual Report on Form N-CSR.

  This late Form N-CSR filing occurred due to the facts described above and as a result of unforeseen issues with an external vendor, including delays resulting from the vendor failing to incorporate necessary edits to the
    Form N-CSR and the vendor’s failure to timely deliver expedited file-ready documents to the Fund for approval to file. Specifically, the Fund provided final edits to the vendor sufficiently in advance of 5:30 pm on the filing date but did not receive a
    file-ready version of the Form N-CSR to circulate for internal approval to file until after 5:30 pm on the filing date. As a result of these issues and though the Fund worked as diligently as possible towards filing its Form N-CSR before 5:30 p.m. ET,
    the Form N-CSR was ultimately not filed and accepted by the Commission until 8:40 p.m. ET on March 12, 2025, after the 5:30 p.m. ET filing deadline, and was officially posted to EDGAR as filed on March 13, 2025.

  Pursuant to discussions with the Staff, and on the basis of the specific facts and circumstances in this matter, the Fund will implement the following remedial measures.

        1.

          Policies and Procedures.  The Fund will revise its policies and procedures with respect to its 1940 Act and Exchange Act filings to memorialize the Fund’s objective of seeking to
              complete such filings sufficiently in advance of the specific time that such filings are due to the extent reasonably practicable under the circumstances in order to provide sufficient buffer to address issues similar to those discussed
              above.

        2.

          Chief Compliance Officer Report.  In the quarterly and annual Chief Compliance Reports to the Board of Trustees of the Fund (the “Board”), the Chief Compliance Officer
              will continue to report to the Board on the timeliness of the Fund’s 1940 Act and Exchange Act filings.

  Pursuant to discussions with the Staff, the Fund understands that the Staff will not object to the Fund’s use of a future shelf registration statement on Form N-2 in reliance on General Instruction A.2 thereto,
    notwithstanding the Fund’s untimely filing of the Form N-CSR relating to the Fund’s 2024 Annual Report.

              January 23, 2026

              Page 4

  If you have any questions or comments regarding the above, please contact me at (202) 261-3395 or Matthew.Carter@dechert.com.

  On behalf of the Fund, thank you for your consideration of this request.

          Sincerely,

          /s/ Matthew Carter

          Matthew Carter

          Partner

          cc:

          Richard Horowitz, Esq., Dechert LLP

          Ashlee Steinnerd, Esq., Barings LLC

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  Three Bryant
      Park

      1095 Avenue of the Americas

      New York, NY 10036-6797

+1 212 698 3500
Main

+1 212 698 3599
Fax

www.dechert.com

Richard
Horowitz

Richard.Horowitz@dechert.com

+1
212 698 3525 Direct

+1
212 698 0452 Fax

December
15, 2023

VIA
EDGAR

Lauren
Hamilton

Division
of Investment Management

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-0504

 Re: Barings
                                            Global Short Duration High Yield Fund (File No. 811-22562) (the “Fund”) –
                                            Review of Annual Report Disclosure

Dear
Ms. Hamilton:

We
are writing in response to comments provided by the Staff of the Division of Investment Management (the “Staff”) of the Securities
and Exchange Commission on October 26, 2023 with respect to the Fund’s Annual Report on Form N-CSR for the year ended December
31, 2022, filed on March 10, 2023 (the “Report”). The Fund has considered your comments and has authorized us, on its behalf,
to make the responses discussed below. All terms not defined herein shall have the meaning ascribed in the Report.

On
behalf of the Fund, set forth below are the Staff’s comments along with our responses to or any supplemental explanations of such
comments, as requested.

 1. Comment:	The
                                            Staff notes that Item 4(d) of the certification pursuant to Rule 30a-2(a) under the Investment
                                            Company Act of 1940, as amended (“1940 Act”) and Section 302 of the Sarbanes-Oxley
                                            Act of 2002, as amended, attached to the Report (the “Certification”) refers
                                            to the “fourth quarter of the period” covered by the Report. Please file an amended
                                            Report with a revised Certification that includes the language provided in Form N-CSR Item
                                            13(a)(2) which refers to the period covered by the report.

Response:	The
Fund respectfully acknowledges the Staff’s comment and will file an amended Report with a revised Certification.

 2. Comment:	The
                                            Staff notes that Item 11(b) of the Report refers to a specified time period (i.e.,
                                            “second half year”) but Item 11(b) of Form N-CSR requires the period covered
                                            by the report (i.e., full year). Please supplementally confirm (i) that the required
                                            period will be included an amended Form N-CSR filing and (ii) that there were no changes
                                            to the Fund’s internal controls over financial reporting during the period covered
                                            by the report that have materially affected, or are reasonably likely to materially affect,
                                            the Fund’s internal control over financial reporting.

Response:	The
Fund respectfully acknowledges the Staff’s comment and (i) will incorporate the relevant disclosure in an amended Form N-CSR filing
and (ii) confirms that there were no changes to the Fund’s internal controls on financial reporting during the period covered by
the report that have materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial
reporting.

 3. Comment:	Please
                                            supplementally explain how the Report satisfies the disclosure requirements of Rule 8b-16(b)(4)
                                            of the 1940 Act.

Response:	The
Fund respectfully acknowledges the Staff’s comment and will include disclosure that is responsive to Rule 8b-16(b)(4) of the 1940
Act in an amended Form N-CSR filing.

 4. Comment:	The
                                            Staff notes that the third footnote on page 21 to the Schedule of Investments refers to “June
                                            30, 2022.” Please (i) supplementally clarify whether this is the correct date and (ii)
                                            ensure that the correct date is provided in future filings.

Response:	The
Fund respectfully acknowledges the Staff’s comment and confirms (i) this date will be revised in the amended Form N-CSR filing
to “December 31, 2022” and (ii) will incorporate the relevant disclosure in future filings accordingly.

    2

 5. Comment:	The
                                            Staff notes that, in response to Item C.9.e. of the Fund’s filings on Form N-PORT,
                                            the Fund has disclosed that certain of its holdings receive a portion of interest in-kind.
                                            The Staff notes that the Report does not include corresponding disclosure on in-kind interest
                                            payments. Please supplementally clarify this discrepancy and revise, as appropriate, in an
                                            amended Form N-CSR filing.

Response:	The
Fund respectfully acknowledges the Staff’s comment and supplementally clarifies that two of the Fund’s holdings received
interest in-kind during the year ended December 31, 2022. The Fund will incorporate the relevant disclosure in an amended Form N-CSR
filing and will undertake to file an amended Form N-PORT.

*
* * * *

Please
do not hesitate to contact the undersigned at (212) 698-3525 with any questions or comments
concerning this correspondence.

Sincerely,

/s/
Richard Horowitz      

Richard
Horowitz

3

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    ROPES
                           & GRAY LLP

PRUDENTIAL
TOWER

800
BOYLSTON STREET

BOSTON,
MA 02199-3600

WWW.ROPESGRAY.COM

    October 15, 2020

    Yana Dobkin Guss

T +1 617 951 7109

yana.guss@ropesgray.com

Lauren Hamilton

Securities and Exchange Commission

3 World Financial Center

New York, NY 10281

 Re: Barings Corporate Investors (File No. 811-02183), Barings Participation Investors (File No. 811-05531) and Barings Global Short
Duration High Yield Fund (File No. 811-22562) (collectively, the “Funds”)

Dear Ms. Hamilton:

Below is a summary of the oral comments you provided to me on September
16, 2020 in connection with the review by the staff of the Securities and Exchange Commission (the “Staff”) of the
annual reports to shareholders of the Funds for the fiscal year ended December 31, 2019 filed on Form N-CSR (the “Annual
Reports”), together with our responses. I appreciate the time you took to carefully review these documents and have tried
to address your comments. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the applicable Annual
Report.

Comments relating to Barings Participation Investors and Barings
Corporate Investors:

 1) Comment: Please confirm that unfunded commitments are being fair valued in accordance with ASC 820. In this regard,
please consult AICPA Expert Panel minutes from January 2006.

Response: The Funds confirm that unfunded commitments
are being fair valued in accordance with ASC 820. As requested, the Funds will disclose the amount and extended value of the unfunded
commitments in future filings.

Comments relating to Barings
Global Short Duration High Yield Fund

 2) Comment: The Staff did not observe the inclusion of the disclosure required under ASC 820-10-50-2G. Please identify
the location of this disclosure or include this disclosure in future filings.

Response: The Fund has reviewed the requirements
under ASC 820-10-50-2G and will include corresponding disclosure in future filings.

Sincerely,

/s/ Yana D. Guss

Yana D. Guss

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ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

August 17, 2017

Yana Dobkin Guss

T +1 617 951 7109

yana.guss@ropesgray.com

Megan Miller

Securities and Exchange Commission

3 World Financial Center

New York, NY 10281

Re:

Barings Corporate Investors (File No. 811-02183), Barings Participation Investors (File No. 811-05531) and Barings Global Short Duration High Yield Fund (File No. 811-22562) (collectively, the "Funds")

Dear Ms. Miller:

Below is a summary of the oral comments you provided to me on July 18, 2017 in connection with the review by the staff of the Securities and Exchange Commission (the "Staff") of the annual reports to shareholders of the Funds for the fiscal year ended December 31, 2016 filed on Form N-CSR (the "Annual Reports"), together with our responses. I appreciate the time you took to carefully review these documents and have tried to address your comments. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the applicable Annual Report.

Comments relating to Barings Participation Investors and Barings Corporate Investors:

1)

Comment: Please confirm whether any Trustee fees were payable effective December 31, 2016. If so, such fees should be disclosed separately from the balance sheet per Article 6-04.12 of Regulation S-X.

Response: As requested, the Funds will separately disclose whether any Trustee fees are payable in future reports.

2)

Comment: The Staff noted that there were four expense ratios disclosed in the Consolidated Selected Financial Highlights. Please consider disclosing only those that are required by the form and including all other expense ratios in a footnote.

Response: As requested, in future reports, the Funds will only disclose the required expense ratios in the Consolidated Selected Financial Highlights and any additional ratios will be shown in a footnote.

- 2 -

August 17, 2017

3)

Comment: In Note 2A in the Notes to Consolidated Financial Statements, the discussion concerning fair value states that a significant increase or decrease in an unobservable input would result in a significantly lower or higher fair value measurement. Please note that a change in an unobservable input need not be significant to result in a significant change in fair value. Please consider enhancing the disclosure going forward.

Response: As requested, the Funds will enhance this disclosure in future reports.

4)

Comment: With regard to investments in private placements, please confirm if any of the investments are in entities affiliated with or controlled by each Fund.  Please reference Regulation S-X Section 12.04 for the relevant disclosure requirements.

Response: The Funds represent that there are no entities affiliated or controlled by the Funds on the Schedule of Investments. The Funds will keep the disclosure requirements in mind for future reports, as applicable.

5)

Comment: The Staff observed that the Annual Reports does not discuss term loans. Please explain if the Funds enter into any term loans, and, if so, whether such agreements are disclosed in the Notes to Consolidated Financial Statements.

Response: The Funds invest in term loans and disclose such loans, referring to them as "bank loans," in the Schedule of Investments and Note 2 to the Financial Statements.

6)

Comment: Please comply with the disclosure requirements of Article 6-04.15 of Regulation S-X by adding the line item "Commitments and Contingent Liabilities" to the Consolidated Statement of Assets and Liabilities with a parenthetical reference to the note disclosures, in particular with regard to unfunded commitments.

Response: The Funds will add the requested parenthetical reference to the footnote disclosures on the Balance Sheet in future reports.

7)

Comment: Per ASC 820-10-50-1B, for the level 3 reconciliation, the change in unrealized appreciation and depreciation on investments still held at period-end should be shown by class, not in aggregate across the fund. Please update in future reports.

Response:  As requested, the Funds will show the change in unrealized appreciation and depreciation by class in future reports.

- 3 -

August 17, 2017

8)

Comment: The Staff noted that some of each Fund's investments paid payment-in-kind (PIK) income. Please consider disclosing the dollar amount of PIK income paid during the year in the financial statements for future reports. Please reference the 2013/2014 AICPA Audit Risk Alert for Investment Company Industry Developments.

Response: We have reviewed the 2013/2014 AICPA Audit Risk Alert for Investment Company Industry Developments and, as requested, will disclose the dollar amount of PIK income paid during the year in future reports.

Comments relating to Barings Global Short Duration High Yield Fund

9)

Comment: The Staff noted that the Fund is identified as non-diversified. Please confirm whether the Fund has been operating as diversified or non-diversified and, if the Fund has been operating as a diversified fund for more than three years, please confirm that the Fund will obtain shareholder approval prior to changing its status back to non-diversified.

Response: Barings Global Short Duration High Yield Fund has been operating as a diversified fund for more than three years.  The Fund acknowledges that it must obtain shareholder approval prior to changing its status back to non-diversified, but has no present intention to do so.  Further, the Fund intends to correct disclosure in future filings so as to identify the Fund as a diversified fund.

10)

Comment: The Staff did not observe the inclusion of the disclosure required under ASC 820-10-50-2G.  Please identify the location of this disclosure or include this disclosure in future filings.

Response:  The Fund has reviewed the requirements under ASC 820-10-50-2G and will include corresponding disclosure in future filings.

Sincerely,

/s/ Yana D. Guss

Yana D. Guss

1Rupert, Kevin C.
From: Meyer, Colleen B. <Colleen.Meyer@ropesgray.com>
Sent: Wednesday, October 24, 2012 2:09 PM
To: Sandoe, Christian T.; Minore, Dominic
Cc: Rupert, Kevin C.; Rahn, Elizabeth; McCabe, Brian D.
Subject: RE: BABSON CAPITAL GLOBAL SHORT DURA TION HIGH YIELD FUND -- Investment
Management Agreement
Attachments: Change-Pro Redline - 32080267-v13-Babson_Capital_SEC_Staff_Comment_R esponse_Letter_October_2012 and 32080267-
v14-Babson_Capital_SEC_Staff_Comment _Resp.doc; Change-Pro Redline - 31970563-
v7-BGH BCM Form of Investment Management Agreement and 31970563-v8-BGH BCM Form of Investment Management Agreement.docx; 32080267-v14-Babson_Capital_SEC_Staff_Comment_Respo nse_Letter_October_2012.doc; Active_
31970563_8_BGH BCM Form of Investment Management Agreement.docx
All,

Apologies  for the multiple emails, but we made a few corrections  (mostly nits in the IMA and conforming  language for
the SEC comment  response letter), and I have attached clean and redline versions of the documents,  the redlines
marked against the versions sent earlier today.  As you know, we are pressed for time, and please let us know what we
can do to help cross the finish line.

Thank you,
 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
without further distribution and reply to the sende r that you have received the message in error.

From:  Meyer, Colleen B.
Sent:  Wednesday, October 24, 2012 7:00 AM
To: 'sandoeC@sec.gov' ( sandoeC@sec.gov ); minored@sec.gov ; 'curtisj@sec.gov'
Cc: Rupert, Kevin C. ( RupertK@SEC.GOV ); Rahn, Elizabeth; McCabe, Brian D.
Subject:  RE: BABSON CAPITAL GLOBAL SHORT DURATION HIGH  YIELD FUND -- Investment Management Agreement

Christian,  Dominic, and Jim,

I have attached updated versions of the investment  management  agreement  and comment  response letter, clean and
marked against the versions that were emailed to you last week, for the Babson Capital Short Duration High Yield

2Fund.  Brian is currently in a board meeting, but he would be happy to discuss if you could email him your phone
numbers when you are available.   Thank you for your attention  to this matter.

Best,
 Colleen

From:  McCabe, Brian D.
Sent:  Friday, October 19, 2012 2:44 PM
To: 'sandoeC@sec.gov' ( sandoeC@sec.gov )
Cc: Rupert, Kevin C. ( RupertK@SEC.GOV ); Meyer, Colleen B.; Rahn, Elizabeth
Subject:  BABSON CAPITAL GLOBAL SHORT DURATION HIGH YI ELD FUND -- Investment Management Agreement

Christian – I have attached,  as we discussed,  a copy of the revised investment  management  agreement  for Babson
Capital Global Short Duration High Yield Fund, marked to highlight the text we’ve been discussing,  including a provision
that Babson Capital will treat the notional amount of total return swap contracts  entered into by the Fund as a
borrowing  of money for purposes of the Fund’s fundamental  investment  restriction  on the borrowing  of money or
issuance of senior securities  if the Manager has designated  such total return swap contracts  on the books and records of
the Fund as having been entered into for leverage purposes.

Please don’t hesitate to contact me if you have any further questions.   Have a great weekend,  and I look forward to
speaking with you on Monday.  – Brian

Brian D. McCabe
ROPES & GRAY LLP
T +1 617 951 7801 | F +1 617 235 0425
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600
brian.mccabe@ropesgray.com
www.ropesgray.com

ROPES & GRAY LLP
PRUDENTIAL TOWER 800 BOYLSTON STREET
BOSTON, MA  02199-3600
WWW.ROPESGRAY.COM

32080267_13 Error! Unknown document property name.

October 24, 2012 Mr. Dominic J. Minore and Mr. Kevin C. Rupert
Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-4720
Re: Babson Capital Global Short Duration High Yield Fund (the “Fund”)
 File Nos. 333-174430; 811-22562
Dear Messrs. Minore and Rupert:
We are writing to respond to the comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) that you and other members of the Staff provided to me
telephonically on October 17, 2012  and Oct ober 23, 2012 in connection with the Fund’s
registration statement on Form N-2/A (the “Reg istration Statement”) filed with the SEC on
September 24, 2012.  The Staff’s comments are su mmarized below, and each is followed by our
response.1
1. Comment.  Please confirm that the Fund will not include within “Managed Assets” the
notional amount of any deriva tives other than total retu rn swap contracts.
 Response .  The Fund will not include within “Man aged Assets” the notional amount of
any derivatives other than  total return swap contracts.  Any other derivatives entered into by the
Fund will be included in Managed Asset based so lely on their market value (or “in-the-money
amount”).
2. Comment.  We note that the Fund’s prospectus  disclosure under the heading
“LEVERAGE” states that “For this purpose, the Fund’s leverage thr ough derivatives will be
calculated using the net notional amount of the Fund’s derivatives  positions (and will exclude
derivatives used for hedging purposes, including in connection with foreign currency hedging
transactions).”  Please confirm that language will be added to the Investment Management
Agreement between the Fund and the Manager speci fying that the Manager will designate any
total return swap contracts entered into for le verage purposes as ente red into for leverage
purposes on the books and records of the Fund and will treat the notional amount of such total
return swap contracts entered into by the Fund as a borrowing of money for purposes of the
Fund’s fundamental investment restriction on th e borrowing of money or issuance of senior

1 Capitalized terms not defined herein shall have the same meaning ascribed to them in the prospectus or the
statement of additional information, as applicable, in the Registration Statement.

32080267_13 Error! Unknown document property name.  securities.  Please also confirm th at the Board of Trustees of the Fund will review the use of total
return swap contracts entered in to for leverage purposes and the Manager’s designation of any
total return swap contracts that have been entered into for levera ge purposes as a part of its
annual review under Section 15(c) of the Inve stment Company Act of 1940, as amended (the
“15(c) process”).

 Response .  The Fund hereby confirms that the following language will be in the
Investment Management Agreement:

“Managed Assets” are the total assets  of the Fund (including any assets
attributable to leverage ) such as assets attribut able to reverse repurchase
agreements, bank loans and preferred sh ares that may be outstanding and the
notional amount of total return swap cont racts entered into by the Fund, provided
that the Adviser such total return swap contracts are entered into for leverage
purposes and the Manager has designated such total re turn swap contracts on the
books and records of the Fund as having been  entered into for leverage purposes
(for this purpose, total return swaps on a single issuer shall be calculated on a net
basis) , but excluding the mark-to-market va lue of such total return swap
contracts ), minus the sum of the Fund’s accrued  liabilities (other than liabilities
incurred for the purpose of leverage or liabilities related to the liquidation
preference of any preferred shares issu ed).  The Manager and the Fund hereby
agree that the Manager will designate any to tal return swap contracts entered into
for leverage purposes as entered into  for leverage purposes on the books and
records of the Fund and will treat the noti onal amount of such total return swap
contracts entered into by the Fund as a borrowing of money for purposes of the
Fund’s fundamental investment restricti on on the borrowing of money or issuance
of senior securities.

We have also added language following the funda mental investment restriction on the borrowing
of money or issuance of senior  securities: “Note: Pursuant to the Investment Management
Agreement, the Manager will treat  the notional amount of total retu rn swap contracts entered into
by the Fund as a borrowing of money if the Mana ger has designated such total return swap
contracts on the books and records of the Fund as having been entere d into for leverage
purposes.”
In connection with the annual S ection 15(c) process, the Board of Trustees of the Fund will
review the use of leverage, incl uding the use of total return swap contracts entered into for
leverage purposes, and the Manager’ s designation of such total retu rn swap contracts as having
been entered into for leverage purposes on the books and records of the Fund.
* * * * *

32080267_13 Error! Unknown document property name.  We hope that the foregoing adequately addr esses the Staff’s comments.  As discussed,
the Fund expects to request that effectiveness of the Registration Statement be acce lerated to the
morning of October 25, 2012.  Accordingly, we woul d prefer to resolve any issues as soon as
possible.  If you have any questions, please feel free to call me at 617.951.7801 or Colleen
Meyer at 415.315.6366.
Very truly yours,
   Brian D. McCabe
cc: Christian Sandoe
Christopher DeFrancis Janice M. Bishop Colleen B. Meyer
 Elizabeth A. Rahn

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31970563_7 Error! Unknown document property name.  INVESTMENT MANAGEMENT AGREEMENT

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of October __, 2012
(the “ Agreement ”), by and between BABSON CAPITAL GLOBAL SHORT DURATION
HIGH YIELD FUND, a Massachusetts business trust (the “ Fund ”) and BABSON CAPITAL
MANAGEMENT LLC (the “ Manager ”), a Delaware limited liability corporation.
  SECTION 1 .  Appointment and Duties of Manager . (a) Subject to the terms and
conditions set forth herein, the Fund hereby appo ints the Manager, subject to the review and
supervision of the Board of Trustees of the Fund (the “ Board ”), to act as the investment adviser
for and to manage the investment and reinvestment of the assets of the Fund in accordance with the Fund’s investment objectives and policies a nd limitations, and to manage the day-to-day
business and affairs of the Fund (except with respect to matters in the charge of the Fund’s chief
compliance officer or other service providers retained by the Fund), for the period and on the
terms set forth in this Agreement. The investment of funds shall be subject to all restrictions of
applicable law and the Amended and Restated Decl aration of Trust and By-Laws of the Fund, and
resolutions of the Board as may from time to tim e be in force and delivered in writing to the
Manager.

(b)  The Manager accepts such appointment a nd agrees during the term of this Agreement
to:
(i)  supervise the investment activities of the Fund, including advising and consulting
with the Board as the Board may reasonably request;

(ii)  continuously manage the assets of the Fund in a manner consistent with the
investment objectives and policies of the Fund;

(iii)  determine the securities to be purchased , sold or otherwise disposed of by the
Fund and the timing of such purchases, sales and dispositions, including the placing of
purchase and sale orders on behalf of the Fund, as necessary or appropriate;

(iv)  furnish offices, facilities and equipmen t to the Fund to the extent necessary for
the management of the Fund; and

(v)  render periodic reports to the Board as the Board may reasonably request
regarding the Fund’s investment program  and the services provided by the Manager
hereunder.

(c)  The Manager may delegate any of the fore going responsibilities to a third party sub-
adviser with the consent of the Fund’s Board of Trustees.

(d)  The Fund acknowledges that the Manager makes no warranty that any investments
made by the Manager hereunder will not depreciate in value or at any time not be affected by
adverse tax consequences, nor does it give any wa rranty as to the performance or profitability of
the assets or the success of any investment strategy recommended or used by the Manager.

(e)  The Manager is authorized on behalf of the Fund to establish brokerage, bank and
other accounts and agreements.

2
31970563_7 Error! Unknown document property name.  SECTION 2 .  Transactions with Affiliates . The Manager is authorized on behalf of the
Fund, from time to time when deemed to be in the best interests of the Fund and to the extent
permitted by applicable law, to purchase and/or  sell securities and other instruments which the
Manager or any of its affiliates underwrites, deal s in, makes a market in and/or for the issuer
thereof performs or seeks to perform investme nt banking or other services. The Manager is
further authorized, to the extent permitted by ap plicable law, to select brokers (including any
brokers affiliated with the Manager) fo r the execution of trades for the Fund.
  SECTION 3.  Best Execution; Research Services . The Manager is authorized, for the
purchase and sale of the Fund’s portfolio securities an d other instruments, to employ such dealers
and brokers as may, in the judgment of the Manage r, implement the policy of the Fund to obtain
the best execution, taking into account such fact ors as price, including dealer spread, the size,
type and difficulty of the transaction involved , the firm’s general execution and operational
facilities and the firm’s risk in positioning the secur ities involved. Consistent with this policy, the
Manager is authorized to direct the execution of  the Fund’s portfolio transactions to dealers and
brokers furnishing statistical information or r esearch deemed by the Manager to be useful or
valuable to the performance of its investment  management functions for the Fund. It is
understood that in these circumstances, as cont emplated by Section 28(e) of the Securities
Exchange Act of 1934, as amended, the commissi ons paid may be higher than those which the
Fund might otherwise have paid to another broker if those services had not been provided.
Information so received will be in addition to and not in lieu of the services required to be
performed by the Manager. It is  understood that the expenses of the Manager will not necessarily
be reduced as a result of the receipt of such information or research. Research services furnished
to the Manager by brokers who effect transactions  for the Fund may be used by the Manager in
servicing other investment companies, funds and accounts which it manages. Similarly, research
services furnished to the Manager by brokers w ho effect transactions for other investment
companies, funds and accounts which the Manage r manages may be used by the Manager in
servicing the Fund. It is understood that not all of these research services are used by the Manager
in managing any particular account, including the Fund.
The Manager and its affiliates may aggregate purchase or sale orders for the Fund with
purchase or sale orders for the same instrument fo r the accounts of other clients

CORRESP
1
filename1.htm

Babson Capital Global Short Duration High Yield Fund

 BABSON CAPITAL GLOBAL SHORT DURATION HIGH YIELD FUND

550 South Tryon Street, Suite 3300

 Charlotte, North Carolina 28202

 October 24, 2012

Dominic Minore

 United States Securities and
Exchange Commission

 100 F Street N.E.

Washington, DC 20549

 Attention: Mr. Kevin
Rupert

Re:
Babson Capital Global Short Duration High Yield Fund (the “Fund”)

Registration Statement on Form N-2 (File Nos. 811-22562 and 333-174430)

 Dear Mr. Minore:

 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the
“Securities Act”), the Fund respectfully requests that the effectiveness of the above-referenced registration statement on Form N-2 be accelerated to 10:00 a.m. on Thursday, October 25, 2012, or as soon thereafter as
practicable.

 The Fund acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or its
staff (the “staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any actions with respect to the filing, (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing, and (iii) the Fund may not assert this action as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Fund also
brings to your attention that pursuant to Rule 430A under the Securities Act, the form of prospectus (including the statement of additional information) filed as part of the Fund’s registration statement on Form N-2 omits certain information,
including information with respect to the public offering price, discounts or commissions to dealers, amount of proceeds and other items dependent upon the offering price, delivery dates, and terms of the securities dependent upon the offering date.

Very truly yours,

BABSON CAPITAL GLOBAL HIGH YIELD FUND

By:

 /s/ Russell D. Morrison

Name:

Russell D. Morrison

Title:

President and Principal Executive Officer

CORRESP
1
filename1.htm

Babson Capital Global Short Duration High Yield Fund

Global Markets & Investment Banking

 One Bryant Park – 8th Floor

New York, New York 10036

646-855-6780

 October 22, 2012

 Dominic Minore

 U.S. Securities and Exchange Commission

Division of Investment Management

 100 F Street,
NE

 Washington, DC 20549

 Babson Capital Global Short Duration High Yield Fund

 Registration
Statement on Form N-2

 File Nos. 333-174430 and 811-22562

 Dear Mr. Minore:

 Pursuant to Rule 460 of the General Rules and Regulations under
the Securities Act of 1933, as amended, we, on behalf of the several underwriters, wish to advise you that distribution of the Registration Statement on Form N-2 as filed on May 23, 2011 and the Preliminary Prospectus dated September 24, 2012, began
on September 24, 2012 and is expected to conclude at approximately 5:00 p.m., Eastern Time, on October 25, 2012, with anticipated distribution results as follows: a limited number of Registration Statements have or will be sent to underwriters and
approximately 44,000 copies of the Preliminary Prospectus have or will be sent to underwriters, dealers and institutions.

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of the underwriters of the offering of shares of common stock of the Trust, hereby joins in the request of the
Trust for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 10:00 a.m., Eastern Time, on October 25, 2012 or as soon thereafter as practicable.

 Sincerely,

 MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

On behalf of the Several Underwriters

By:

 MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

 By:

 /s/ Palma Mazzolla

Name: Palma Mazzolla

Title:   Authorized Signatory

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
without further distribution and reply to the sende r that you have received the message in error.

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)
_______________
ii
31720589_1 31720589_13

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)
iii
31720589_1 31720589_13

_______________
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.
iv
31720589_1 31720589_13

(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,
v
31720589_1 31720589_13

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

CORRESP
1
filename1.htm

Babson Capital Global Short Duration High Yield Fund

 ROPES & GRAY LLP

PRUDENTIAL TOWER

 800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

 June 18, 2012

 Mr. Kevin C. Rupert

 Securities and Exchange Commission

100 F Street, NE

 Washington, DC 20549-4720

Re:
Babson Capital Global Short Duration High Yield Fund (the “Registrant”)

File Nos. 333-174430; 811-22562

 Dear Mr. Rupert:

 We are writing to respond to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) that you provided to Jacob Comer telephonically in December 2011, and discussed with Brian McCabe on May 30, 2012, in connection with the
Registrant’s registration statement on Form N-2/A (the “Registration Statement”) filed with the SEC on August 18, 2011. The Staff’s comments are summarized below, and each is followed by our response. Additionally, we
note that the Registrant’s name has changed from Babson Capital Global Floating Rate & Income Fund to Babson Capital Global Short Duration High Yield Fund, and the Registrant’s investment policy in connection with Rule 35d-1 has
been modified as reflected in the pre-effective amendment filed contemporaneously with this letter.1

 General

 1. Comment. We note that material portions of the filing are incomplete. We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in
response to this letter, on information supplied to the Staff, or on exhibits added in any pre-effective amendments.

Response. The Registrant intends to include all required information and exhibits to the Registration Statement in one or
more pre-effective amendments.

 2. Comment. Please provide disclosure stating that the Fund will segregate against or cover its
obligations under leveraged transactions in accordance with the positions or guidance of the Staff.

1
 Capitalized terms not defined herein shall have the same meaning ascribed to them in the prospectus or the statement of additional information, as
applicable, in the Registration Statement. Page numbers used herein correspond to the page numbers of the Registration Statement.

 Response. The Registrant has modified its disclosure in the “Investment
Objective and Policies” section of the Statement of Additional Information (the “SAI”), in the subsection entitled “Leverage” as follows:

 As described above, the Fund will, under certain circumstances, cover its commitment under these instruments by the segregation of assets determined to be liquid by the Manager or the Subadviser in
accordance with procedures adopted by the Trustees, equal in value to the amount of the Fund’s commitment, or by entering into offsetting transactions or owning positions covering its obligations. Such procedures adopted by the Trustees are
based upon published guidance of the staff of the SEC with respect to segregation and coverage.

 3. Comment. If the Registrant will
invest more than 5% of its assets in a derivative instrument, the derivative should be identified and described in the prospectus.

 Response. In accordance with Item 8.2.b(1) of Form N-2, the Registrant has disclosed in the prospectus all types of derivative instruments in which the Registrant intends to invest
principally. In addition, the Registrant supplementally confirms that it has identified in the prospectus all derivatives in which it currently anticipates it will invest more than 5% of its assets.

4. Comment. Since the Fund uses the term “Global” in its name, the prospectus must also disclose a policy that states the Fund will have
at least 40% of its assets invested globally (i.e., outside of the United States).

Response. In January 1991, the Staff expressed its position that “[a] registrant which includes
the terms “international” or “global” in its name should have an investment policy which requires that, under normal market conditions, at least 65 percent of the value of its total assets be invested in a way that reflects an
international (multi-national) or global (worldwide) character of the portfolio.”2 However, in adopting Rule 35d-1 in January 2001, the SEC specifically declined to codify the Staff’s position regarding the use of the term “global” in investment company names.3 The SEC explained its declination as follows:

The term “foreign” indicates investments that are tied economically to countries outside the United States,
and an investment company that uses this term would be subject to the 80% requirement. The terms “international” and “global,” however, connote diversification among investments in a number of different countries
throughout the world, and “international” and “global” funds will not be subject to the rule. We would expect, however, that investment companies using these terms in their names will invest their assets in investments
that are tied economically to a number of countries throughout the world.4

2
 Generic Comment Letter, SEC No-Action Letter, 1991 SEC No-Act. LEXIS 1451 at II.A.2 (Jan. 3, 1991).

3
 Investment Company Names, Investment Company Act Release No. 24,828, 74 SEC Docket 313-51 (Jan. 17, 2001).

4
 Id. at II.C.1 n. 42.

 Consistent with the position of the SEC, the Registrant anticipates that its assets will at all times be
invested in investments that are tied economically to multiple countries throughout the world. Accordingly, the Registrant has added the following disclosure to its prospectus under the caption “Portfolio Management Strategies” in the
section “The Fund’s Investment Objectives and Strategies”:

 Under normal market conditions, the Fund intends to
invest in at least three different countries and at least 40% of its net assets in securities of foreign companies (or, if less, at least the percentage of net assets that is 10% 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 the benchmark). For purposes of determining whether securities held by the Fund are securities of a foreign
company, a company is considered to be a foreign company if the Manager or Subadviser determines that the company’s securities trade on a market outside of the United States, the company is headquartered or organized outside of the United
States, the company derives a majority of its revenues or profits outside of the United States, or the company is significantly exposed to the economic fortunes and risks of regions outside the United States. The Bank of America/Merrill Lynch Global
Non-Financial High Yield Constrained Index tracks the performance of U.S. dollar, Canadian dollar, British pound and Euro denominated below investment grade corporate debt publicly issued in the major domestic or eurobond markets, except those
of financial issuers. As of May 31, 2012, 33.37% of the Bank of America/Merrill Lynch Global Non-Financial High Yield Constrained Index consisted of non-U.S. securities.

 While the Registrant’s investments in non-U.S. securities may from time to time represent somewhat less than 40% of its net assets, the Registrant will at all times be invested in investments that
are tied economically to multiple countries throughout the world, and the Registrant believes that no reasonable investor would find the Registrant’s name to be materially misleading.

 5. Comment. Please supplementally confirm whether the Fund intends to invest more than 5% of it assets in loans that cannot be transferred without the consent of the borrower and, if so, please
describe any typical terms relating to such consent requirements (e.g., whether the borrower unreasonably withhold its consent). Please also supplementally explain to the Staff how loans with restrictions on transferability are fair valued,
including the role of the board of trustees of the Fund in such valuations.

 Response. The Fund intends to
invest more than 5% of its assets in loans that cannot be transferred without the consent of the borrower. The transfer of a loan typically requires the consent of the borrower (not to be unreasonably withheld), and typically requires such consent
to be given within a specified period (generally five days), although, if the loan is in default, consent of the borrower is not typically required. This market convention on transferability is reflected in the prices of loans for which market
quotations are readily available. Any loans that cannot be transferred without the consent of the borrower and for which market quotations are not readily available would be valued at their fair values as determined in good faith by the board of
trustees of the Registrant. Because, based on the experience of the Manager and the Subadviser, such loans can typically be sold within seven days at approximately the price at

which they are valued, the Registrant does not anticipate that the Registrant’s board of trustees will ordinarily reduce the values of such loans by a “liquidity discount.”

 Prospectus

Page 9

 6. Comment. In the
“Leverage Risk” section, please provide a statement that the board of trustees of the Fund oversees conflicts regarding leverage.

 Response. The Registrant has added the following disclosure to the “Leverage” section of the “Investment Objectives and Policies” subsection of the prospectus:

 Because the fees received by the Manager and the Subadviser are based on the total managed assets of the Fund (including
assets attributable to leverage), the Manager and the Subadviser have a financial incentive for the Fund to use leverage, which may create a conflict of interest between the Manager and the Subadviser, on the one hand, and the Common Shareholders,
on the other hand. The board of trustees of the Fund will generally oversee the use by the Manager or Subadviser of leverage for the Fund.

 Page 21

 7. Comment. In the section captioned “Zero-Coupon Bonds,
Step-Ups, and Payment-in-Kind Securities” in the prospectus, please provide additional disclosure regarding the accrual of interest on such obligations in the event the Fund does not expect the borrower to be able to meet its obligations.

 Response. The Registrant has added the following disclosure at the end of the section captioned
“Zero-Coupon Bonds, Step-Ups, and Payment-in-Kind Securities” in the prospectus:

 Generally, when payments on a loan
become past due, or the Fund otherwise does not expect the borrower to be able to meet its obligations to the Fund, the Fund will place the loan on non-accrual status and will cease recognizing PIK interest income on that loan for financial
reporting purposes until all principal and interest has been brought current through payment or through a restructuring as a result of which the Fund determines that the interest income should be collectible. The Fund will write off any previously
accrued and uncollected PIK interest when it determines that the PIK interest is no longer collectible.

 Part C

8. Comment. In Item 30, please provide the details of when the Declaration of Trust was filed as an exhibit to the registration statement
(e.g., file number, date of filing, etc.)

 Response. The requested change has been made.

 9. Comment. The Staff notes that only one trustee of the board of trustees of the Fund has signed the
registration statement, and the signatures of a majority of the board of trustees of the fund are required.

Response. Currently, there is only one trustee on the board of trustees of the Fund. In accordance with the Fund’s
Agreement and Declaration of Trust, the number of trustees will in no event be less than three from and after the date when shares are first sold pursuant to a public offering. It is expected that additional trustees will be added, and that such
trustees will sign a pre-effective amendment to the registration statement.

 * * * * *

We hope that the foregoing adequately addresses the Staff’s comments. If you have any questions, please feel free to call me at
415.315.6366 or Brian D. McCabe at 617.951.7801.

Very truly yours,

/s/ Colleen B. Meyer

Colleen B. Meyer

cc:
Christopher DeFrancis

 Janice
Bishop

 Brian D. McCabe

 Maureen A. Meredith

CORRESP
1
filename1.htm

Babson Capital Global Floating Rate & Income Fund

 August 17, 2011

 Mr. Kevin C. Rupert

 Securities and Exchange Commission

100 F Street, NE

 Washington, DC 20549-4720

Re:
Babson Capital Global Floating Rate & Income Fund (the “Registrant”)

File Nos. 333-174430; 811-22562

 Dear Mr. Rupert:

 We are writing to respond to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in your letter addressed to Colleen B. Meyer of this firm dated June 20, 2011 in connection with the Registrant’s registration
statement on Form N-2 (the “Registration Statement”) filed with the SEC on May 23, 2011. The Staff’s comments are set forth below, and each is followed by our response.

General

1.
Comment. We note that material portions of the filing are incomplete. We may have additional comments on such portions when you complete them in a pre-effective
amendment, on disclosures made in response to this letter, on information supplied to the staff, or on exhibits added in any pre-effective amendments.

 Response. The Registrant intends to include all required information and exhibits to the Registration Statement in one or more pre-effective amendments.

Cover Page

2.
Comment. In light of the Fund’s name, please revise the 80% policy in the “Principal Investments” section to apply to floating rate obligations.
This comment also applies to the disclosure on page 1 in the “Portfolio Management Strategies” section.

Response. The term “floating rate” in the Registrant’s name refers to a particular type of investments -
instruments that pay interest at a rate that resets periodically, or “floats.” The term “income” in the Registrant’s name is intended to refer to other (non-floating rate) income-producing investments - instruments a
principal feature of which is the production of income (such as secured loans and secured bonds). To clarify the intended meaning of the Registrant’s name, the Registrant’s 80% investment policy has been revised as follows:

 Under normal market conditions, the Fund will invest at least 80% of its managed assets in
floating rate instruments and secured loans, secured bonds or other income-producing instruments, including floating rate instruments secured and unsecured loans and
bonds.

 The Registrant believes that this investment policy is consistent with the Staff’s “Frequently Asked Questions about
Rule 35d-1 (Investment Company Names)” (available at http://www.sec.gov/divisions/investment/guidance/rule35d-1faq.htm#P103_15038), in which the Staff stated that “Rule 35d-1 would not apply to the use of the term ‘income’
where that term suggests an investment objective or strategy rather than a type of investment.” (Emphasis added.) The Staff also stated that, “[w]hen used by itself, the term ‘income’ in a fund’s name generally
suggests that the fund emphasizes the achievement of current income and does not suggest a type of investment.” (Emphasis added.) By using the term “generally,” the Staff recognized that the term “income,” used by itself,
could, in some circumstances, suggest a type of investment. When a fund’s 80% investment policy makes clear the intended import of the term “income” in the fund’s name, as in the case of the Registrant, the Registrant does not
believe that name is materially deceptive or misleading for purposes of Section 35(d) of the 1940 Act.

3.
Comment. Note (2) to the pricing table states “[t]he Manager (and not the Fund) has agreed to pay from its own assets a [•] fee to [•]….
That fee is not reflected in the table above.” Please disclose whether this payment is made to all underwriters or only certain qualifying underwriters. Please inform the staff whether FINRA has specifically approved the terms of the
underwriting arrangement (including the discounting methodology discussed on page 47 of the prospectus), and whether it has taken a position as to whether this fee should be included in the disclosed underwriting fees. Please disclose the aggregate
dollar amount of the contracts and the value as a percentage of the offering price.

 Response. The
Registrant’s underwriting arrangements have not yet been finalized or submitted for FINRA approval; however, the Registrant intends to include all required information regarding such underwriting arrangements in the Registration Statement in
one or more pre-effective amendments.

4.
Comment. Footnote (3) to the pricing table generally states that the Manager will pay some unknown portion of the Fund’s organizational cost and
offering costs (other than the sales load). Please include in the footnote an estimate of the offering and organizational costs expected to be paid by the Adviser, both in dollars and per share amounts.

Response. The Registrant’s organizational and offering costs are not yet known or susceptible of reasonable
estimation; however, the Registrant intends to include all required information regarding such costs in the Registration Statement in one or more pre-effective amendments.

 - 2 -

5.
Comment. The last two sentences of the section captioned “Portfolio Contents” states that the Fund is not limited in the types of derivatives it may
use and that its “derivatives use will consist primarily of credit default swaps and foreign currency forward contracts and futures.” Pages 10 and 20 of the prospectus have some derivatives disclosure, and pages 18-30 of the Fund’s
Statement of Additional Information (“SAI”) provides additional disclosure about derivatives, and also identifies other derivatives. The Division of Investment Management has recently made a number of observations about derivative related
disclosure by investment companies in a letter from Barry D. Miller, Associate Director, Office of Legal and Disclosure, to Karrie McMillan, General Counsel, Investment Company Institute dated July 30, 2010. [Footnote omitted.] Please review
the observations set forth in that letter and revise your disclosure of use and risks of derivatives accordingly.

Response. The requested change has been made. The Registrant has revised its prospectus disclosure to focus on the
investments that its portfolio managers currently anticipate using in managing the Registrant’s investment portfolio. The Registrant believes that its prospectus disclosure, as revised, is consistent with the letter from Barry D. Miller,
Associate Director, Office of Legal and Disclosure, to Karrie McMillan, General Counsel, Investment Company Institute dated July 30, 2010.

6.
Comment. In light of the Fund’s apparent extensive use of derivatives, disclose in the SAI that the Fund will at all times appropriately segregate assets
for such derivative exposure in accordance with the principles contained in Investment Company Act Release No. 10666 (April 18, 1979), related SEC staff positions, and applicable SEC no-action letters.

Response. The Registrant notes that the following disclosure, which the Registrant believes is responsive to the
Staff’s comment, is currently included in the section of the prospectus captioned “Leverage”:

 Derivative
instruments and financial contracts used by the Fund will not constitute senior securities (and will not be subject to the Fund’s limitations on borrowings) to the extent that the Fund segregates liquid assets at least equal in amount to its
obligations under the instruments, or enters into offsetting transactions or owns positions covering its obligations.

7.
Comment. The Fund should comply with Item 2.1 of Form N-2 regarding the trading information. Please keep the staff current on the status of the Fund’s
exchange listing on the NYSE.

 Response. The Registrant intends to include the trading information
required by Item 2.1 of Form N-2 in the Registration Statement in one or more pre-effective amendments once it receives authorization from the NYSE to list its shares for trading.

 - 3 -

 Page 1

8.
Comment. The section captioned “Portfolio Management Strategies” discusses “inefficiencies between geographies”. Please explain in the
prospectus specifically what is meant by this phrase and how it ties to the Fund’s investment objective. In addition, since the Fund uses the term “Global” in its name, the prospectus must also disclose a policy that states the Fund
will have at least 40% of its assets invested globally (i.e., outside of the United States).

Response. With respect to “inefficiencies between geographies,” the requested change has been made. The following
disclosure has been added to the referenced section:

 For example, the Fund will seek to take advantage of differences in
pricing between loans of an issuer denominated in U.S. dollars and substantially similar loans of the same issuer denominated in Euros, potentially allowing the Fund to achieve a higher relative return for the same credit risk exposure.

In January 1991, the Staff expressed its position that “[a] registrant which includes the terms “international” or
“global” in its name should have an investment policy which requires that, under normal market conditions, at least 65 percent of the value of its total assets be invested in a way that reflects an international (multi-national) or global
(worldwide) character of the portfolio.”1 However, in
adopting Rule 35d-1 in January 2001, the SEC specifically declined to codify the Staff’s position regarding the use of the term “global” in investment company names.2 The SEC explained its declination as follows:

 The term “foreign” indicates investments that are tied economically to countries outside the United States, and an investment company that uses this term would be subject to the 80% requirement.
The terms “international” and “global,” however, connote diversification among investments in a number of different countries throughout the world, and “international” and “global” funds will not be
subject to the rule. We would expect, however, that investment companies using these terms in their names will invest their assets in investments that are tied economically to a number of countries throughout the world.3

 Consistent with the position of the SEC, the Registrant anticipates that its assets will at all times be invested in investments that are tied economically to multiple countries throughout the world;
however, the Registrant believes that a requirement that it at all times invest at least 40% of its assets outside the United States would be both arbitrary and potentially detrimental to its shareholders. In this regard, the registrant notes that,
if one were to combine the Credit Suisse Leveraged Loan Index and the Credit Suisse Western European Leveraged Loan Index, which

1.
Generic Comment Letter, SEC No-Action Letter, 1991 SEC No-Act. LEXIS 1451 at II.A.2 (Jan. 3, 1991). (Hereinafter, the “1991 Letter.”)

2.
See id. at II.C.1.

3.
 Id. at II.C.1 n. 42.

 - 4 -

together represent the investible universe of secured loans, the Credit Suisse Leveraged Loan Index, which measures U.S. secured loans, would represent approximately 70% of the total, while the
Credit Suisse Western European Leveraged Loan Index, which measures European secured loans, would represent only approximately 30% of the total. Thus, with respect to investments in secured loans (which are expected to comprise a substantial portion
of the Registrant’s investment portfolio), compliance with the Staff’s request would require at least a 10% overweight in European secured loans at all times.

 Accordingly, the Registrant believes that its portfolio management strategy disclosure is sufficient as currently written.

9.
Comment. The last paragraph on this page discusses credit default swaps (CDS). This discussion only identifies the Fund as a buyer of protection or insurance
with respect to CDS, and describes the Fund’s obligation only in terms of a series of periodic payments. We note that page 20 of the prospectus identifies the Fund as the seller or writer of a CDS. We also note that the first full paragraph on
page 28 of the SAI states, “[t]he Fund may have exposure to credit default swaps through investments in credit-linked trust certificates. In connection with such investments, the Fund would be in the position of a seller of a credit default
swap contract because the trust that issues the certificates would be selling one or more credit default swap contracts. The seller of a credit default swap contract is required to pay the par (or other agreed-upon) value of a referenced debt
obligation to the counterparty in the event of a default or similar triggering event by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation.” There is further disclosure on page 29 in the SAI that the Fund would be
a seller or writer of conventional CDS protection or insurance, and as such the Fund would effectively add leverage to its portfolio because the Fund would be subject to investment exposure on the notional amount of the swap.

 Thus, the prospectus is ambiguous as to what the Fund’s position and risk exposure will be with respect to
selling/writing CDS protection or insurance. Please clarify the prospectus disclosure in this regard. We note that the Fund’s use of credit-linked trust certificates may require prospectus disclosure and explanation as it appears these may pose
additional risks. If the Fund will write or sell CDS protection or insurance or obtain similar exposure through credit-linked trust certificates, please disclose that the Fund will segregate liquid assets based on the notional amount.

Response. References to credit-linked trust certificates have been removed from the Registrant’s prospectus. The
Registrant does not intend to write protection using credit default swaps, and will use credit default swaps only to hedge credit exposure to particular issuers. The Registrant has revised its prospectus disclosure accordingly.

Page 2

10.
 Comment. Please explain to the staff the first sentence of the second paragraph. Are there companies with strong management teams and solid
business positions in stable

 - 5 -

industries that have junk bond ratings (e.g., speculative characteristic with respect to capacity to pay interest and to repay principal)?

Response. Certain of the securities in which the Registrant will invest often will be rated below investment grade based
primarily on the position of such securities within the capital structure of the issuers, rather than the quality of such issuers’ management teams or such issuers’ positions in their industries. Many companies that issue high yield debt
securities are leaders in their industries and have highly regarded management, and certain securities of such companies were rated investment grade prior to such companies being taken private by private equity firms. Many such companies would be
able to issue investment grade debt if they reduced the debt taken on in connection with their privatization. While company ratings are certainly affected by the size and scale of the company’s business, they also are heavily influenced by the
company’s capital structure.

 Page 3

11.
Comment. Since the Fund’s primary investment objective is to seek as high a level of current income as the “Manager determines is consistent with
capital preservation”, why would the Fund purchase non-performing securities (e.g., default securities)? This practice appears to cause the Fund to prioritize capital appreciation over income in seeking its investment objective.

 Response. The Registrant anticipates that, at the time of any purchase of defaulted securities,
its aggregate investments in defaulted securities will not exceed 10% of its total assets. Accordingly, the Registrant believes that its investments in defaulted securities, when considered as one component of the Registrant’s overall
investment portfolio, will be consistent with its investment objective.

 Page 4

12.
Comment. Disclose the fee paid by the Manager to Babson Capital U.K. (the “Su

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20S49
June 20, 2011
DIVISION OF
INVESTMENT MANAGEMENT
Colleen B. Meyer, Esq.
Ropes & Gray LLP
Three Embarcadero Center
San Francisco, CA 94111
Re: Babson Capital Global Floating Rate & Income Fund
File Numbers: 333-174430 and 811-22562
Dear Ms. Meyer:
We have reviewed the registration statement filed on Form N-2
by Babson Capital Global Floating Rate & Income Fund (the "Fund")
on May 23, 2011 under the Securities Act of 1933 (the "_1933 Act")
and the Investment Company Act of 1940 (the "1940 Act").
The Fund's primary investment objective is to seek as high a level
of current income as Babson Capital Management LLC (the "Manager")
determines is consistent with capital preservation. The Fund seeks
capital appreciation as a secondary investment objective when
consistent with its primary investment objective. The Fund will invest
at ~east 80% of its managed assets in secured loans, secured bonds or
other income-producing instruments, including floating rate
instruments. The Fund expects to invest primarily in first and second
lien secured loans and secured bonds of North American and Western
European corporate issuers that are of below investment grade quality
("junk bonds").
The captions we use below correspond to the captions the Fund
uses in its registration statement. You should consider a comment
made with respect to one section, however, to apply to similar
disclosure elsewhere in the registration statement. We have the
following comments.
General
1. We note that material portions of the filing are incomplete. We
may have additional comments on such portions when you complete
them in a pre-effective amendment, on disclosures made in response
to this letter, on information supplied to the staff, or on exhibits added
in any pre-effective amendments.

Cover Paae
2. In light of the Fund's name, please revise the 80% policy in the
"Principal Investments" section to apply to floating rate obligations.
This comment also applies to the disclosure on page 1 in the "Portfolio
Management Strategies" section.
3. Note (2) to the pricing table states "(t)he Manager (and not the
Fund) has agreed to pay from its own assets a (.) fee to (.).... That
fee is not reflected in the table above." Please disclose whether this
payment is made to all underwriters or only certain qualifying
underwriters. Please inform the staff whether FINRA has specifically
approved the terms of the underwriting arrangement (including the
discounting methodology discussed on page 47 of the prospectus), and
whether it has taken a position as to whether this fee should be
included in the disclosed underwriting fees. Please disclose the
aggregate dollar amount of the contracts and the value as a
percentage of the offering price.
4. Footnote (3) to the pricing table generally states that the
Manager will pay some unknown portion of the Fund's organizational
cost and offering costs (other than the sales load). Please include in
the footnote an estimate of the offering and organizational costs
expected to be paid by the Adviser, both in dollars and per share
amounts.
5. The last two sentences the section captioned "Portfolio
Contents" states that the Fund is not limited in the types of derivatives
it may use and that its "derivatives use will consist primarily of credit
default swaps and foreign currency forward contracts and futures."
Pages 10 and 20 of the prospectus have some derivatives disclosure,
and pages 18-30 of the Fund's Statement of Additional Information
("SAI") provides additional disclosure about derivatives, and also
identifies other derivatives. The Division of Investment Management
has recently made a number of observations about derivative related
disclosure by investment companies in a letter from Barry D. Miler,
Associate Director, Office of Legal and Disclosure, to Karrie McMillan,
General Counsel, Investment Company Institute dated July 30, 20101.
Please review the observations set forth in that letter and revise your
disclosure of use and risks of derivatives accordingly.
1 See htto:/ /www .sec.gov/divisions/investment/ouidance/ici0730io. pdf.
2

6. In light of the Fund's apparent extensive use of derivatives,
disclose in the SAI that the Fund will at all times appropriately
segregate assets for such derivative exposure in accordance with the
principles contained in Investment Company Act Release No. 10666
(April 18, 1979), related SEC staff positions, and applicable SEC no-
action letters.
7. The Fund should comply with Item 2.1 of Form N-2 regarding
the trading information. Please keep the staff current on the status of
the Fund's exchange listing on the NYSE.
Page 1
8. The section captioned "Portfolio Management Strategies"
discusses "inefficiencies between geographies". Please explain in the
prospectus specifically what is meant by this phrase and. how it ties to
the Fund's investment objective. In addition, since the fund uses the
term "Global" in its name, the prospectus must also disclose a policy
that states the Fund will have at least 40% of its assets invested
globally (i.e., outside of the United States).
9. The last paragraph on this page discusses credit default swaps
(CDS). This discussion only identifies the Fund as a buyer of
protection or insurance with respect to CDS, and describes the Fund's
obligation only in terms of a series of periodic payments. We note that
page 20 of the prospectus identifies the Fund as the seller or writer of
a CDS. We also note that the first full paragraph on page 28 of the
SAI states, "(t)he Fund may have exposure to credit default swaps
through investments in credit-linked trust certificates. In connection
with such investments, the Fund would be in the position of a seller of
a credit default swap contract because the trust that issues the
certificates would be selling one or more credit default swap contracts.
The seller of a credit default swap contract is required to pay the par
(or other agreed-upon) value of a referenced debt obligation to the
counterparty in the event of a default or similar triggering event by a
third party, such as a U.S. or foreign corporate issuer, on the debt
obligation." There is further disclosure on page 29 in the SAI that the
Fund would be a seller or writer of conventional CDS protection or
insurance, and as such the Fund would effectively add leverage to its
portfolio because the Fund would be subject to investment exposure
on the notional amount of the swap
Thus, the prospectus is ambiguous as to what the Fund's
position and risk exposure will be with respect to sellng/writing CDS
3

protection or insurance. Please clarify the prospectus disclosure in this
regard. We note that the Fund's use of credit-linked trust certificates
may require prospectus disclosure and explanation as it appears these
may pose additional risks. If the Fund will write or sell CDS protection
or insurance or obtain similar exposure through credit-linked trust
certificates, please disclose that the Fund will segregate liquid assets
based on the notional amount.
Paae 2
10. Please explain to the staff the first sentence of the second
paragraph. Are there companies with strong management teams and
solid business positions in stable industries that have junk bond
ratings (e.g., speculative characteristic with respect to capacity to pay
interest and to repay principal)?
Paae 3
11. Since the Fund's primary investment objective is to seek as high
a level of current income as the "Manager determines is consistent
with capital preservation", why would the Fund purchase non-
performing securities (e.g., default securities)? This practice appears
to cause the Fund to prioritize capital appreciation over income in
seeking its investment objective.
Paae 4
12. Disclose the fee paid by the Manager to Babson Capital U.K. (the
"Subadviser") .
Paae 5
13. In the "Distributions" section, disclose that the Fund does not
expect a significant portion of its distributions to be derived from
qualified dividend income. Thus, disclose that much of the Fund's
income distributions will likely be taxed at ordinary income rates.
14. The second last paragraph of the "Distributions" section states
that "the amount by which the Fund's total distributions exceed net
investment income and net realized capital gains would generally be
treated as a tax-free return of capital up to the amount of the
Common Shareholder's basis in his or her shares, with any amounts
exceeding such basis treated as reducing the Common Shareholder's
basis in his or her shares". This statement is confusing. If
4

distributions exceed the shareholder's basis in their shares, might such
excess be a taxable event or deemed sale? Please explain and or
revise the disclosure accordingly.
15. In the last paragraph of the "Distributions" section, please
disclose that reinvestment has no effect on the tax treatment of
shareholder distributions.
16. The last paragraph states that net asset value ("NAV") will be
reduced immediately following the offering by the sales load and the
amount of organizational and offering expenses paid by the Fund. The
disclosure makes it appear as if the Fund actually pays the sales load.
We suggest the Fund more clearly communicate the impact of the
sales load as it applies to a shareholder's investment.
1 7. Confirm to the staff that all organizational costs are expensed as
incurred. See FASB ASC 720-15-25-12.
Paae 7
18. Please explain to the staff the fifth sentence of the last
paragraph. Disclose the impact, if any, of loan terms that restrict their
transferability without borrower consent when the loan is non-
performing. Please explain to the staff the details of how such
securities are fair valued, and expand the Fund's fair value discussion
accordingly.
19. Please disclose the estimated frequency of interest rate
adjustments on the securities in which the Fund intends to invest.
Please disclose the risks to shareholders, if any, of interest rate
adjustments on portfolio securities that lag general interest rate
movements.
Paae 8
20. Disclose that the Manager intends to manage the Fund so as to
avoid the liabilities and legal difficulties outlined in the first paragraph
regarding companies in workout modes or under statutory bankruptcy
protection.
2 FASB ASC 720-15-25-1 provides that "(c)osts of start-up activities, including organization
costs, shall be expensed as incurred".
5

21. The last sentence of the fifth paragraph states that the Manager
and the Subadviser may not perform independent credit analyses of
selling institutions. Please explain to the staff in your response letter
and disclose in the prospectus how the Manager will determine which
participations and associated credit risks are suitable for acquisition by
the Fund, absent some form of independent credit analyses.
Paae 9
22. Please revise the "Interest Rate Risk" section to add the
substance of the first sentence of the last paragraph on page 7.
23. Delete the phrase "may expose" and substitute the word
"exposes" in the third sentence of the first paragraph in the "Leverage
Risk" section.
24. In the "Leverage Risk" section disclose that the management fee
structure and the calculation of the fee using managed assets gives
the Manager an incentive to leverage the Fund when it may be unwise
to do so, or an incentive to not deleverage the Fund when it would
otherwise be appropriate to do so. Disclose how the Board will
monitor this conflict of interest.
25. Disclose in the "Leverage Risk" section that the Fund does not
have a current intention to issue preferred shares, consistent with the
disclosure on page 36 of the SA!.
Page 12
26. The Fund intends to leverage. Therefore, please delete footnote
5 and the reference to it in the first paragraph, as well as the second
line in the example.
27. We note that short sales are identified on page 24 as a potential
investment strategy. Please confirm that the Fund has estimated
dividends to be paid on short sales during the coming year and
included such expenses in the fee table. The Fund should revise the
disclosure accordingly. Will the value of the collateral deposited with
the lender always be greater than the value of the securities sold
short? If the Fund does not intend to engage in short sales, the
disclosure on page 24 should be removed.
6

28. Please provide a footnote explaining how the managed assets
calculation for the Manager's fee is applied to net assets attributable to
common shares, and why the calculation is made (e.g., only common
shareholders pay Fund expenses).
Paae 14
29. Since the Fund invests extensively in global junk bonds, and it
uses derivatives and leverage extensively, please state with specificity
the suitability requirements for prospective investors. Please caution
that investors seeking income should also be aware of the significant
risks of loss. The Fund's cover page should boldly disclose the risks of
investing in derivatives.
Paae 17
30. Insert the word "unaffiliated" before the word "entities" in the
first sentence of the first paragraph. If the entities may be brokers,
please expand the disclosure accordingly.
Paae 20
31. In the section captioned "Zero-Coupon Bonds, Step-Ups, and
Payment-in-Kind Securities" in the prospectus, disclose that to the
extent these instrument do not amortize principal, at maturity,
repayment may also be dependent on the ability of the borrower to
refinance the face amount of the debt. Disclose the conditions that
must be met for the Fund to accrue periodic income on these
securities.
Paae 24
32. If the accounting treatment for the securities lending by the
Fund will be as a secured borrowing, please note the disclosure
accordingly.
Paae 35
33. Disclose that Fund's fair value policies and procedures are in
writing. Please expand the Fund's fair value discussion commensurate
with its potential investment in Level 3 portfoliO securities.
Paae 46
7

34. Please specifically identify the shareholder support services and
the information, studies, or reports that will be provided, as discussed
in the second full paragraph.
Statement of Additional Information
35. If any derivative instrument identified in the SAI will place 5% or
more of the Fund's assets at risk, the derivative should be identified
and explained in the prospectus.
Paae 33
36. We note that the fee table does not contain an "Acquired Fund
Fees and Expenses" ("AFFE") line item. Confirm to the staff that the
Fund will not make such investments during the next year in an
amount that would trigger separate AFFE fee table disclosure. If this
amount would be less than one basis point, confirm thatJt is included
in "Other Expenses".
Paae 47
37. Revise the second sentence on fundamental policy 3 to remove
the typographical error.
Paae 66
38. Provide disclosure in the third paragraph that there is no
assurance that the Board or Trustees will decide to convert the Fund to
an open-end investment company.
Closina
39. If you intend to omit certain information from the form of
prospectus included with the registration statement that is declared
effective in reliance on Rule 430A under the 1933 Act, please identifY
the omitted information to us, preferably before filing the final pre-
effective amendment
40. Please advise us if you have submitted or expect to submit an
exemptive application or no-action request in connection with your
registration statement.
* * * * * *
8

Responses to this letter should be in the form ofa pre-effective
amendment filed pursuant to Rule 472 under the 1933 Act. Where no
change will be made in the filng in response to a comment, please
indicate this fact in a letter to us and briefly state the basis for your
position.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require for an
informed decision. Since the Fund and its management are in
pos