Barings International Umbrella Fund

Prospectus

28 December 2018

Directors: Barbara Healy, James Cleary, David Conway, Alan Behen, Paul Smyth, Julian Swayne (UK), Timothy Schulze (US), Peter Clark (UK) Registered in Ireland: 161794

IMPORTANT: This notice (the “Notice”) is sent to you as a unitholder of Barings International Umbrella Fund (the “Unit Trust”). It is important and requires your immediate attention. If you have any questions about the content of this Notice or are in any doubt as to the action to be taken, you should seek independent professional advice and immediately consult your stockbroker, bank manager, solicitor or attorney or other professional advisor. If you have sold or otherwise transferred your holding in the Unit Trust, please send this Notice to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. This Notice has not been reviewed by the Central Bank of Ireland (the “Central Bank”) or by the Securities and Futures Commission (the “SFC”). As such, it is possible that changes thereto may be necessary to meet the requirements of the Central Bank and the SFC. The directors (the “Directors”) of Baring International Fund Managers (Ireland) Limited (the “Manager”), the manager of the Unit Trust, are of the opinion that there is nothing contained in this Notice nor in the proposals detailed herein that conflicts with the guidance issued by and regulations of the Central Bank and the SFC. The Directors have taken all reasonable care to ensure that, as at the date of this Notice, the information contained in this Notice is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept full responsibility for the accuracy of the information contained in this Notice. Unless otherwise indicated, all capitalised terms in this Notice shall have the same meaning as described in the prospectus for the Unit Trust dated 28 December 2018, the Hong Kong Covering Document dated December 2018 and the Product Key Facts Statements of the relevant funds of Barings International Umbrella Fund dated April 2019 (collectively the “Hong Kong Offering Documents”).

BARING INTERNATIONAL FUND MANAGERS (IRELAND) LIMITED Registered Office

70 Sir John Rogerson’s Quay Dublin 2 Ireland

16 July 2019 Dear Unitholder,

Barings International Umbrella Fund (the “Unit Trust”) - Barings International Umbrella Fund - Barings ASEAN Frontiers Fund - Barings International Umbrella Fund - Barings Asia Growth Fund - Barings International Umbrella Fund - Barings Australia Fund - Barings International Umbrella Fund - Barings Europa Fund - Barings International Umbrella Fund - Barings Hong Kong China Fund (each a “Fund”, collectively the “Funds”)

We are writing to you as a Unitholder to notify you of certain changes being made to the Unit Trust.

A. Increase Flexibility to Invest in China A Shares and China B Shares Owing to the increased importance of China A shares and China B shares in the global market, with effect from 16 August 2019 (the “Effective Date”), the investment policies of the following Funds of the Unit Trust will be changed to increase the Funds’ flexibility to invest in China A shares and China B shares from “no more than 10%” to “no more than 20%” of the Fund’s Net Asset Value: Barings ASEAN Frontiers Fund, Barings Asia Growth Fund and Barings Hong Kong China Fund (the “Relevant Funds”).

2

Currently, the Relevant Funds may invest in China A shares listed on the Shanghai Stock Exchange and Shenzhen Stock Exchange via the Connect Schemes or indirectly through investment in other eligible collective investment schemes or participation notes. Starting from the Effective Date, the Funds may also invest in China A shares through the Investment Manager’s quotas approved under the QFII Regulations and/or RQFII Regulations. B. Updates to the German Investment Tax Act With effect from 1 January 2018, a version of the Investmentsteuergesetz (InvStG) was implemented which affects the Fund level and the investor level taxation. Where a Fund is compliant with the said legislation, the benefit that it will provide German investors is dependent upon the categorisation of the fund (equity or mixed) and the investor (private or corporate). The categorisation of a Fund as an "equity fund" or a "mixed fund" pursuant to the InvStG will depend on whether the Fund meets applicable equity investment thresholds. The Hong Kong Offering Documents will be updated to provide clarification on the methodology in calculating the equity investment thresholds:

“The fund’s equity asset ratio will be calculated as a proportion of the fund’s “total assets” (Aktivvermögen), as defined in Section 2 Paragraph 9a of the InvStG. This will be the fund’s equity value as a proportion of the total value of the assets of the fund, excluding all liabilities. Under certain conditions, the Investment Manager may measure the equity asset ratio using the fund’s net asset value as the basis. In this case, when determining the value of the equity assets any borrowings will be deducted on a pro rata basis, where borrowings are defined in Section 26 Paragraph 7 of the InvStG.”

Together with the clarification above, the investment policies of the following Funds of the Unit Trust will be clarified that the Funds intend to meet the requirements to be classified as being an “equity fund” and will invest at least 50% of its assets in direct equities: Barings ASEAN Frontiers Fund, Barings Asia Growth Fund, Barings Australia Fund, Barings Europa Fund and Barings Hong Kong China Fund. There is no change to the way in which the Funds are currently managed and there is no change to the investment strategies of the Funds. The Hong Kong Offering Documents will be updated to reflect the current interpretation of the requirements under InvStG. C. Updates to exposure to domestic Chinese bonds For greater investment flexibility, the Hong Kong Offering Documents will be updated to provide that a Fund of the Unit Trust may invest in domestic Chinese bonds (including urban investment bonds) via the CIBM initiative (the regime launched in February 2016 for foreign institutional investors to invest in the Mainland China interbank bond markets) and/or Bond Connect (an initiative launched in July 2017 for mutual bond market access between Hong Kong and Mainland China) provided that such investment is in accordance with the requirements of the Central Bank and the relevant authorities in the People’s Republic of China. It is further provided that unless otherwise specified in the relevant Supplement for a Fund, a Fund does not intend to invest more than 10% of its Net Asset Value in domestic Chinese bonds (including urban investment bonds). Investments in domestic Chinese bonds (including urban investment bonds), if considered appropriate by the Investment Manager, will only be made after the Effective Date. Investment in domestic Chinese bonds (including urban investment bonds) will only be made insofar as such investment is consistent with and within the investment policy of the relevant Fund. Investing in the Chinese securities market means that the Funds are subject to emerging market risks and also country specific risks. Please refer to the revised Hong Kong Offering Documents once available to review these risks. D. Amendments to reflect requirements under the Revised Code on Unit Trusts and Mutual Funds 1. Background The Unit Trust is authorised by the SFC and hence is subject to the applicable requirements under the Code on Unit Trusts and Mutual Funds (“Code”) issued by the SFC. The Code has been revised. 2. Changes pursuant to the revised Code The following key changes (“Changes”) will be made to the Hong Kong Offering Documents to reflect applicable requirements under the revised Code: (i) Enhancement of disclosures on net derivative exposure

3

The Hong Kong Covering Document and the Product Key Facts Statements of the Funds will be amended to include disclosures on the expected maximum net derivative exposure arising from derivative instruments. The net derivative exposure of the Funds is calculated in accordance with the requirements and guidance issued by the SFC, which may be updated from time to time. Each Fund’s net derivative exposure may be up to 50% of its Net Asset Value. (ii) Other amendments The Hong Kong Offering Documents will also be revised to incorporate other amendments and enhancement of disclosures to reflect the requirements of the revised Code, the key updates include the following:

(a) amendments to further clarify that the Manager, the Investment Manager(s) or any person acting on behalf of the Funds or the Manager or Investment Manager(s) may not obtain a rebate on any fees or charges levied by an underlying scheme or its management company, or any quantifiable monetary benefits in connection with investments in any underlying scheme; (b) a summary of the arrangements in handling unclaimed proceeds of Unitholders during the termination process; (c) enhancements of risk disclosures where appropriate, e.g. custody risk; and (d) other miscellaneous and enhancements of disclosure.

Please refer to the revised Hong Kong Offering Documents for further details of the Changes and updates. E. Updates to the Hong Kong Offering Documents The Hong Kong Offering Documents will also be updated to reflect other updates such as:

the appointment of Alan Behen and Paul Smyth as new directors of the Manager (these appointments were effective on 4 February 2019 and 19 March 2019 respectively);

enhancement of risk disclosures (including enhancement to the risks relating to investments in China and investments in urban investment bonds);

updates of disclosure to remove EMX as one of the channels where investors may subscribe/redeem/convert the Units via electronic messaging services. It is also clarified that investors wishing to utilise electronic messaging services for subscription, redemption or conversion of Units will need to obtain agreement from the Administrator. For the avoidance of doubt, there will be no impact to the existing Unitholders of the Funds;

enhancement of disclosure to reflect that the Trust Deed permits the Manager to issue Units at the Net Asset Value per Unit in consideration of in specie securities or other assets as approved by the Manager and the Depositary which could be acquired by the relevant Fund pursuant to its investment policy and restrictions. The costs associated with such in specie subscriptions shall be borne by the investor. The Manager may decline any request for in specie subscription at its discretion;

update to the description of the Depositary;

update to the list of eligible securities and derivatives markets to include Shanghai Futures Exchange and China Interbank Bond Market;

update to the remuneration policy;

enhancement to the summary of liquidity risk management policies; and

other miscellaneous, administrative and editorial updates and enhancements of disclosure. The changes set out in this Notice do not amount to material changes to the Unit Trust and the Funds and are not expected to lead to material change or increase in the overall risk profile of the Unit Trust and the Funds. The changes are not expected to have any material adverse impact on Unitholders’ rights or interests (including changes that may limit Unitholders’ ability in exercising their rights). In addition, the changes set out above will not result in any change

4

in the current level of fees and charges payable by the Funds or the Shareholders, do not impact the way in which the Funds are operated and do not impact the way in which the Funds are being managed (except for the changes under Parts A and C above). The fees and expenses incurred in connection with the proposed changes will be borne by the Funds. The Manager considers that such fees and expenses are not significant in terms of the current net asset value of the Funds. Revised Trust Deed The Trust Deed was revised by a second supplemental trust deed dated 18 July 2018 (the “Second Supplemental Deed”) to reflect the requirements under the General Data Protection Regulation (Regulation (EU) 2016/679). Inadvertently, the jurisdiction clause of the Second Supplemental Deed provided that the parties to the Second Supplemental Deed are subject to the exclusive jurisdiction of the Irish courts. Such an exclusivity provision was not intended and the Manager and the Depositary agree to submit to the non-exclusive jurisdiction of the Irish courts for the purpose of the Second Supplemental Deed. In addition, the Manager and the Depositary have entered into a third supplemental trust deed to rectify the jurisdiction clause of the Second Supplemental Deed. From the effective date of the third supplemental trust deed, the jurisdiction clause of the Second Supplemental Deed will no longer provide that the parties to such deed are subject to the exclusive jurisdiction of the Irish courts (i.e. an action relating to the Second Supplemental Deed may be brought to the courts of Hong Kong.). The revised Trust Deed (as amended by the supplemental trust deeds from time to time) may be obtained or inspected free of charge at the office of the Hong Kong Representative at the address listed below. Action to be taken Please note that no Unitholder meeting or vote is necessary in connection with the above proposed updates and therefore no action is required by you. Copies of the Unit Trust’s revised prospectus will be available at the registered office of the Manager after the Effective Date. It is anticipated that the effective date for these changes will occur on the Effective Date unless otherwise indicated. If you do not agree with the proposed changes, you may redeem your Units or switch to any other SFC-authorized

1 Barings fund(s) which are made available to you free of charge until the

Dealing Day before the Effective Date (as defined below) in accordance with the provisions of the Hong Kong Offering Documents. Please note that we will not impose any charges in respect of your redemption and/or switching instructions. However, your bank or financial adviser may charge you additional fees (such as redemption fees, switching fees or transaction fees) or expenses at their own discretion in respect of such instructions and they may apply different procedures from what is stated in the Hong Kong Offering Documents. You are advised to contact your bank, distributor or financial adviser should you have any questions. The revised Hong Kong Offering Documents will be updated to reflect the above changes where appropriate after the Effective Date. A copy of the revised Hong Kong Offering Documents will be available free of charge at the office of the Hong Kong Representative at the address listed below and on www.barings.com

2 after the Effective Date.

Should you have any questions relating to the matters dealt with in this Notice, please contact Baring Asset Management (Asia) Limited, the Hong Kong Representative, by telephone on (852) 2841 1411, by e-mail at BDG.HK.Wealth.Retail@barings.com, or by letter at the following address: 35th Floor, Gloucester Tower, 15 Queen’s Road Central, Hong Kong. Alternatively you may wish to speak to your financial adviser. Yours faithfully

____________________ David Conway Director For and on behalf of BARING INTERNATIONAL FUND MANAGERS (IRELAND) LIMITED

1 SFC authorization is not a recommendation or endorsement of a scheme nor does it guarantee the commercial merits of a scheme or its

performance. It does not mean the scheme is suitable for all investors nor is it an endorsement of its suitability for any part icular investor or class of investors.

2 Please note that the website has not been authorised by the SFC and may contain information relating to funds which are not authorised in Hong Kong and information which is not targeted to Hong Kong investors.

IMPORTANT: This notice is sent to you as a Unitholder in Barings International Bond Fund, a sub-fund of Barings International Umbrella Fund. This notice is important and requires your immediate attention. If you have any questions about the content of this notice or are in any doubt as to the action to be taken, you should seek independent professional advice and immediately consult your stockbroker, bank manager, solicitor or attorney or other professional adviser. If you have sold or otherwise transferred your holding in Barings International Bond Fund, please send at once this document to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Directors of Baring International Fund Managers (Ireland) Limited, in their capacity as manager of Barings International Bond Fund, are the persons responsible for the information contained in this notice. The Directors have taken all reasonable care to ensure that, as at the date of this notice, the information contained in this notice is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept full responsibility for the accuracy of the information contained in this notice. 16 July 2019 Dear Unitholder, RE: Barings International Bond Fund (to be renamed as “Barings Global Bond Fund”) (the “Sub-Fund”), a sub-fund of Barings International Umbrella Fund A. Results of Extraordinary General Meeting We are writing to advise you that the Proposed New Investment Objective and Policy of the Sub-Fund (as defined and detailed in the Circular to Unitholders of the Sub-Fund dated 31 May 2019 relating to an Extraordinary General Meeting of Unitholders of the Sub-Fund on 21 June 2019) was approved at the Adjourned EGM held on 8 July 2019. The Proposed New Investment Objective and Policy will become effective on the noting of the revised Prospectus by the Central Bank of Ireland (the “Central Bank”) on or after 16 August 2019. B. Amendments to reflect requirements under the Revised Code on Unit Trusts and Mutual Funds and other updates 1. Background The Sub-Fund is authorised by the SFC and hence is subject to the applicable requirements under the Code on Unit Trusts and Mutual Funds (“Code”) issued by the SFC. The Code has been revised. 2. Changes pursuant to the revised Code The following key changes (“Changes”) will be made to the Hong Kong Offering Documents to reflect applicable requirements under the revised Code: (i) Enhancement of disclosures on net derivative exposure The Hong Kong Covering Document and the Product Key Facts Statements of the Sub-Fund will be amended to include disclosures on the expected maximum net derivative exposure arising from derivative instruments. The net derivative exposure of the Sub-Fund is calculated in accordance with the requirements and guidance issued by the SFC, which may be updated from time to time. The Sub-Fund’s net derivative exposure may be up to 50% of its Net Asset Value. (ii) Other amendments

The Hong Kong Offering Documents will also be revised to incorporate other amendments and enhancement of disclosures to reflect the requirements of the revised Code, the key updates include the following: (a) amendments to further clarify that the Manager, the Investment Manager(s) or any person acting on behalf of the Sub-Fund or the Manager or Investment Manager(s) may not obtain a rebate on any fees or charges levied by an underlying scheme or its management company, or any quantifiable monetary benefits in connection with investments in any underlying scheme; (b) a summary of the arrangements in handling unclaimed proceeds of Unitholders during the termination process; (c) enhancement of risk disclosures where appropriate e.g. custody risk; and (d) other miscellaneous and enhancements of disclosure. Please refer to the revised Hong Kong Offering Documents for further details of the Changes and updates. All capitalised terms in this notice shall have the same meaning as described in the Circular to Unitholders of the Sub-Fund dated 31 May 2019 as referred to above and a copy of the Circular can be accessed at the following link: https://www.barings.com/funds/ucits/barings-international-bond-fund/

1. Should you have any questions relating to the matters dealt with in this notice, please contact

Baring Asset Management (Asia) Limited, the Hong Kong Representative, by telephone on (852) 2841 1411, by e-mail at BDG.HK.Wealth.Retail@barings.com, or by letter at the following address: 35th Floor, Gloucester Tower, 15 Queen’s Road Central, Hong Kong. Alternatively you may wish to speak to your financial adviser. I would like to take this opportunity to thank you for investing with Barings.

Yours faithfully,

David Conway Director for and on behalf of Baring International Fund Managers (Ireland) Limited, acting in its capacity as manager of Barings International Umbrella Fund

1 Please note that the website has not been authorised by the SFC and may contain information relating to funds which are not

authorised in Hong Kong and information which is not targeted to Hong Kong investors.

https://www.barings.com/funds/ucits/barings-international-bond-fund/https://www.barings.com/funds/ucits/barings-international-bond-fund/

Directors: Barbara Healy, James Cleary, David Conway, Alan Behen, Paul Smyth, Julian Swayne (UK), Timothy Schulze (US), Peter Clark (UK) Registered in Ireland: 161794

IMPORTANT: This Circular is sent to you as a Unitholder in Barings International Bond Fund, a sub-fund of Barings International Umbrella Fund. This Circular is important and requires your immediate attention. If you have any questions about the content of this notice or are in any doubt as to the action to be taken, you should seek independent professional advice and immediately consult your stockbroker, bank manager, solicitor or attorney or other professional adviser. If you have sold or otherwise transferred your holding in Barings International Bond Fund, please send at once this document including the accompanying proxy material to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. This Circular has not been reviewed by the Central Bank of Ireland (the “Central Bank”) and by the Securities and Futures Commission (the “SFC”). As such, it is possible that changes may be necessary to meet the requirements of the Central Bank and the SFC.

The Directors of Baring International Fund Managers (Ireland) Limited, in their capacity as manager of Barings International Bond Fund, are the persons responsible for the information contained in this Circular. The Directors have taken all reasonable care to ensure that, as at the date of this Circular, the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept full responsibility for the accuracy of the information contained in this Circular.

CIRCULAR TO UNITHOLDERS OF

BARINGS INTERNATIONAL BOND FUND (THE “SUB-FUND”)

A SUB-FUND OF

BARINGS INTERNATIONAL UMBRELLA FUND

(THE “FUND”)

DATED 31 MAY 2019

RELATING TO

AN EXTRAORDINARY GENERAL MEETING (“EGM”)

OF

UNITHOLDERS

ON 21 JUNE 2019

Notice of the extraordinary general meeting (the “EGM”) to be held at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland on 21 June 2019 at the time set out at Appendix I. The accompanying proxy card on page 11 (the “Proxy Card”) for use by Unitholders in the Sub-Fund at the EGM should be completed and returned in accordance with the instructions printed thereon so as to be received by the company secretary, Matsack Trust Limited at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland as soon as possible and, in any event, not later than

48 hours before the time and date of the EGM.

2

CONTENTS PAGE

Explanatory Letter from the Directors 3

Appendix I

Notice of EGM 10

Appendix II

Proxy Card 11

Appendix III

Letter of Representation 13

Unless otherwise indicated, all capitalised terms in this Circular shall have the same meaning as described in the Prospectus dated 28 December 2018, Hong Kong Covering Document dated December 2018 and Product Key Facts Statement of Barings International Bond Fund dated April 2019 (collectively the “Hong Kong Offering Documents”)

KEY DATES FOR THE EGM

Last date for receipt of Proxy Cards in relation to the EGM

13:00 Dublin time on 19 June 2019 being forty-eight (48) hours before the time referred to below under the heading “EGM” as the time appointed for the EGM

Last date for receipt of Proxy Cards in relation to an Adjourned EGM

Record Date

13:00 Dublin time on 6 July 2019 being forty-eight (48) hours before the time appointed for an Adjourned EGM (in the event that there is not a sufficient return of proxies to hold the EGM on 21 June 2019)

19 June 2019, being two Business Days before the EGM date. This is the date used to calculate the number of units held by each Unitholder entitled to vote at the EGM

EGM for the Sub-Fund 13:00 Dublin time on 21 June 2019

Adjourned EGM in the event that a quorum of Unitholders is not present in person or by proxy at the EGM, an Adjourned EGM shall be held for the Sub-Fund at 13:00 (Dublin time) on 8 July 2019.The Unitholders present at the Adjourned EGM, whatever their number and the number of Units held by them, will form a quorum.

General

The price of Units in the Sub-Fund, and the income from them, may go down as well as up and you may not get back the amount you have invested.

3

Baring International Fund Managers (Ireland) Limited

C/O Matsack Trust Limited

70 Sir John Rogerson’s Quay Dublin 2

Ireland

Directors: Peter Clark Timothy Schulze James Cleary Barbara Healy Julian Swayne David Conway Alan Behen Paul Smyth

31 May 2019

Dear Unitholder

BARINGS INTERNATIONAL BOND FUND (THE “SUB-FUND”)

We are writing to you on behalf of Baring International Fund Managers (Ireland) Limited (the “Manager”), in its capacity as manager of Barings International Umbrella Fund, and this Circular is being sent to you in your capacity as a Unitholder in the Sub-Fund. The purpose of this Circular is to describe certain proposed amendments to the Sub-Fund’s investment objective and material changes to the investment policy and to seek your approval of those proposed changes and to notify you of a number of additional updates to the Sub-Fund. UNITHOLDER APPROVAL Unitholder approval is being sought to allow for certain amendments to the investment objective and material changes to the investment policy of the Sub-Fund, allowing the Sub-Fund with greater investment flexibility. In summary, we propose:

(a) to change the investment objective from seeking to achieve an attractive level of income together with long-term growth in the value of assets by investing in a diversified portfolio of fixed interest securities to seeking a maximum total return, through current income generation and capital appreciation;

(b) to make changes to the investment policy, including increasing the Sub-Fund’s flexibility to invest in sub-investment grade fixed income instruments and removing the requirement that the underlying investments will be predominantly rated A- or better by Standard & Poor’s or another internationally recognised rating agency or which are, in the opinion of the Manager, of similar credit status, and floating rate securities should be rated AA- or better by S&P or another internationally recognised credit rating agency or which are, in opinion of the Manager, of similar credit status; and increasing the minimum level of investments in fixed income securities from 70% of the Sub-Fund’s Net Asset Value to 80% of the Sub-Fund’s Net Asset Value. Please refer to the table below setting out all the proposed changes to the investment policy of the Sub-Fund.

(Items (a) and (b) – collectively, the “Relevant Changes”)

(c) to increase the Sub-Fund’s expected level of leverage calculated as the sum of the notionals of all of the

derivatives used from varying between 0% and 70% of the Sub-Fund’s Net Asset Value to varying between 0% and 200%. The expected maximum level of leverage calculated as the sum of notionals is also increased from

4

100% of the Sub-Fund’s Net Asset Value to 200% of the Sub-Fund’s Net Asset Value (“Change in Derivative Exposure”). The increase in expected level of leverage is to provide greater flexibility for the Sub-Fund to use derivatives for hedging and/or investment purposes with a view to enable the Sub-Fund to better achieve its investment objective. However, notwithstanding this change, the Sub-Fund will not be using derivatives extensively for investment purposes.

Please refer to the table below which sets out the current investment objective and policy of the Sub-Fund and the proposed new investment objective and policy of the Sub-Fund (collectively “Proposed New Investment Objective and Policy”).

In order for the Proposed New Investment Objective and Policy to be effective, the Ordinary Resolution as set out in the Notice of EGM in Appendix I attached hereto will need to be passed by the Unitholders of the Sub-Fund, in accordance with the terms of the Trust Deed of the Fund. A Proxy Card is enclosed in Appendix II to enable you to vote at the EGM and you are urged to complete and return it as soon as possible, and in any event no later than the date and time set out at page 2 of this Circular. If you are a corporate entity, you may wish to appoint a representative to attend and vote at the EGM on your behalf. A Letter of Representation is enclosed at Appendix III for this purpose.

Current Objective / Policy Proposed New Investment Objective and Policy

The investment objective of the Sub-Fund is to achieve an attractive level of income together with long-term growth in the value of assets by investing in a diversified portfolio of fixed interest securities.

The investment objective of the Sub-Fund is to seek a maximum total return, through current income generation and capital appreciation.

The Sub-Fund will seek to achieve its investment objective

by investing at least 70% of its total assets at any one time in

an internationally diversified portfolio of both corporate and

government fixed interest securities The portfolio may also,

from time to time, include securities with floating interest

rates. For this purpose, total assets exclude cash and

ancillary liquidities.

Fixed interest securities will predominately be rated A- or

better by Standard & Poor’s (“S&P”) or another

internationally recognised rating agency or which are, in the

opinion of the Manager, of similar credit status, and floating

rate securities should be rated AA- or better by S&P or

another internationally recognised credit rating agency or

which are, in opinion of the Manager, of similar credit status.

Where a security is unrated by S&P, the rating will be that

determined by the Investment Manager to be of comparable

quality. No restriction on credit quality will apply to sovereign

borrowers issuing in their own currency. However, the

Sub-Fund is not expected to invest more than 10% of its net

assets in securities issued and/or guaranteed by a single

sovereign (including its government, a public or local

government of that country) which is rated below investment

grade by an internationally recognised rating agency. In the

event of split rating, the highest credit rating accredited to the

relevant sovereign issuer will be deemed the reference

credit rating.

The “total return” sought by the Sub-Fund consists of income and capital appreciation, if any, which generally arises from decreases in interest rates or improving credit fundamentals for a particular government, industry sector or security.

To achieve its objective, the Sub-Fund will invest primarily in an actively managed globally diversified portfolio which at least 80% of its Net Asset Value is invested in fixed income instruments.

The fixed income instruments in which the Sub-Fund invests may include government bonds, covered bonds, global corporate bonds, notes, debentures, government obligations and sovereign issues, commercial paper, asset-backed securities (“ABS”), commercial and residential-mortgage backed securities (“CMBS” and “RMBS”). The Sub-Fund may invest in investment grade and up to 50% of the Sub-Fund’s Net Asset Value in sub-investment grade fixed income instruments; up to 25% of its Net Asset Value in collateralised and/or securitised products such as covered bonds, ABS, CMBS and RMBS; and up to 10% of its Net Asset Value in securities issued and/or guaranteed by a single sovereign (including its government, a public or local government of that country) which is rated sub-investment grade. The Sub-Fund may invest in the money market instruments pending investment of subscription monies or payment of redemption proceeds or for temporary defensive purposes, where the Investment Manager determines that such holdings are in the best interests of Unitholders.

"Sub-investment grade" means a rating which is "BB+" or lower from the ratings agency Standard & Poor's or Fitch, “Ba1” or lower from Moody’s Investor Services, or the

5

Subject to the percentage of the Sub-Fund’s assets which

may be invested in unlisted securities (see “Appendix I”), the

Manager will only invest in securities that are traded on

exchanges and markets which are regulated, operate

regularly, are recognised and which are open to the public.

The Sub-Fund may also invest in collective investment

schemes in accordance with the requirements of the Central

Bank up to a maximum of 10% of the Net Asset Value of the

Sub-Fund.

Although the Net Asset Value of the Sub-Fund is expressed

in US dollars, the relative attraction of investments

denominated in other currencies is a major consideration of

the Manager.

The Sub-Fund may invest in various FDIs as detailed under

the section headed “Investment Policy: General” for

investment purposes or for efficient portfolio management in

accordance with the requirements of the Central Bank but

they will not be used extensively for investment purposes.

When derivatives are used the Sub-Fund will be leveraged

through the leverage inherent in the use of derivatives.

equivalent rating of another internationally recognised rating agency. “Sub-investment grade” also includes an eligible asset which is not rated by an internationally recognised rating agency, but is determined by the Investment Manager in its own assessment of having credit quality of "BB+" or lower from the ratings agency Standard & Poor's or Fitch, “Ba1” or lower from Moody’s Investor Services, or the equivalent rating of another internationally recognised rating agency. In the event of split rating, the highest credit rating accredited to the relevant issue will be deemed the reference credit rating.

The Sub-Fund may also invest in collective investment schemes in accordance with the requirements of the Central Bank up to a maximum of 10% of the Net Asset Value of the Sub-Fund.

The Sub-Fund may invest in various financial derivative instruments as detailed under the section headed “Investment Policy: General” in the Prospectus for investment purposes or for efficient portfolio management in accordance with the requirements of the Central Bank but they will not be used extensively for investment purposes. When derivatives are used the Sub-Fund will be leveraged through the leverage inherent in the use of derivatives.

Strategy

The Sub-Fund seeks investment return by investing in bond

markets where the Investment Manager believes yields are

likely to fall and avoiding those that are thought to be

expensive. The overall duration, or interest rate sensitivity, of

the Sub-Fund will fluctuate as the Investment Manager’s

expectations for economic developments change, relative to

the market. The Sub-Fund will also look to add value through

foreign exchange management by taking active currency

positions relative to the benchmark, identifying those

markets where currencies are attractive, for example due to

sound economic fundamentals or rising interest rates.

Strategy

The Sub-Fund seeks diversification by market sector,

industry and issuer. The Investment Manager will select

individual investments based on an analysis of the value of

the relevant investments as compared to other similar

investments within the identified industry sectors and

geographies which offer the best risk to reward

opportunities. The Investment Manager determines where

favourable value exists based on fundamental, bottom up

analysis and assesses this value on a relative basis to other

investment alternatives. The Investment Manager reviews

country risk through macroeconomic health and political

stability or unrest.

Although the Net Asset Value of the Sub-Fund is expressed

in US Dollars, the relative attraction of investments

denominated in other currencies is a major consideration of

the Investment Manager.

Leverage and Value at Risk

When derivatives are used the Sub-Fund will be leveraged

through the leverage inherent in the use of derivatives.

Although the Sub-Fund can use derivatives they will not be

used extensively for investment purposes.

- When leverage is calculated as the sum of the notionals

Leverage and Value at Risk

When derivatives are used, the Sub-Fund will be leveraged

through the leverage inherent in the use of derivatives.

Although the Sub-Fund can use derivatives they will not be

used extensively for investment purposes.

- When leverage is calculated as the sum of the notionals

6

of all of the derivatives used, as prescribed by the

Central Bank UCITS Regulations, the level of the

Sub-Fund’s leverage is expected to vary between 0%

and 70% of its Net Asset Value.

- Leverage may vary over time and higher leverage levels

are possible, in particular during periods of significant

net subscriptions or redemptions into the Sub-Fund

where futures would be used for exposure management.

In such circumstances, leverage, when calculated as the

sum of the notionals of all of the derivatives used, is not

expected to exceed 100% of the Sub-Fund’s Net Asset

Value at any time.

of all of the derivatives used, as prescribed by the

Central Bank UCITS Regulations, the level of the

Sub-Fund’s leverage is expected to vary between 0%

and 200% of its Net Asset Value.

- Leverage may vary over time and higher leverage levels

are possible, in particular during periods of significant

net subscriptions or redemptions into the Sub-Fund

where futures would be used for exposure management.

In such circumstances, leverage, when calculated as the

sum of the notionals of all of the derivatives used, is not

expected to exceed 200% of the Sub-Fund’s Net Asset

Value at any time.

UNITHOLDER NOTICE A. Change of name of the Sub-Fund

We are also writing to you to inform you that the Directors intend to change the name of the Sub-Fund in order for it to more accurately reflect the global nature of the Sub-Fund’s investments. Regardless of the result of the EGM, with effect from 16 August 2019, the name of the Sub-Fund will be changed as below.

Old Sub-Fund Name New Sub-Fund Name

Barings International Bond Fund Barings Global Bond Fund

B. Updates to exposure to domestic Chinese bonds

For greater investment flexibility, the Hong Kong Offering Documents will be updated to provide that a sub-fund may invest in domestic Chinese bonds (including urban investment bonds) via the CIBM initiative (the regime launched in February 2016 for foreign institutional investors to invest in the Mainland China interbank bond markets) and/or Bond Connect (an initiative launched in July 2017 for mutual bond market access between Hong Kong and Mainland China) provided that such investment is in accordance with the requirements of the Central Bank and the relevant authorities in the People’s Republic of China. It is further provided that unless otherwise specified in the relevant Supplement for a sub-fund of the Fund, a sub-fund does not intend to invest more than 10% of its Net Asset Value in domestic Chinese bonds (including urban investment bonds). With effect from 16 August 2019 ,subject to the investment objectives and policies of the Sub-Fund, the Sub-Fund may invest in no more than 10% of its Net Asset Value in domestic Chinese bonds (including urban investment bonds). Investing in the Chinese securities market means that the Sub-Fund is subject to emerging market risks and also country specific risks. Please refer to the revised Hong Kong Offering Documents once available to review these risks.

C. Updates to the Hong Kong Offering Documents

The Hong Kong Offering Documents will also be updated to reflect other updates such as:

the appointment of Alan Behen and Paul Smyth as new directors of the Manager (these appointments were effective on 4 February 2019 and 19 March 2019 respectively);

enhancement of risk disclosures (including enhancement to the risks relating to investments in China and investments in urban investment bonds);

7

updates of disclosure to remove EMX as one of the channels where investors may subscribe/redeem/convert the Units via electronic messaging services. It is also clarified that investors wishing to utilise electronic messaging services for subscription, redemption or conversion of Units will need to obtain agreement from the Administrator. For the avoidance of doubt, there will be no impact to the existing Unitholders of the Funds;

enhancement of disclosure to reflect that the Trust Deed permits the Manager to issue Units at the Net Asset Value per Unit in consideration of in specie securities or other assets as approved by the Manager and the Depositary which could be acquired by the relevant Fund pursuant to its investment policy and restrictions. The costs associated with such in specie subscriptions shall be borne by the investor. The Manager may decline any request for in specie subscription at its discretion;

update to the description of the Depositary;

update to the list of eligible securities and derivatives markets to include Shanghai Futures Exchange and China Interbank Bond Market;

update to the remuneration policy;

enhancement to the summary of liquidity risk management policies; and

other miscellaneous, administrative and editorial updates and enhancements of disclosure. The changes set out in Parts B and C above do not amount to material changes to the Sub-Fund and are not expected to lead to material change or increase in the overall risk profile of the Sub-Fund. The changes are not expected to have any material adverse impact on Unitholders’ rights or interests (including changes that may limit Unitholders’ ability in exercising their rights). Revised Trust Deed

The Trust Deed was revised by a second supplemental trust deed dated 18 July 2018 (the “Second Supplemental Deed”) to reflect the requirements under the General Data Protection Regulation (Regulation (EU) 2016/679). Inadvertently, the jurisdiction clause of the Second Supplemental Deed provided that the parties to the Second Supplemental Deed are subject to the exclusive jurisdiction of the Irish courts. Such an exclusivity provision was not intended and the Manager and the Depositary agree to submit to the non-exclusive jurisdiction of the Irish courts for the purpose of the Second Supplemental Deed. In addition, the Manager and the Depositary agreed to rectify the jurisdiction clause of the Second Supplemental Deed by way of a third supplemental trust deed . From the effective date of the third supplemental trust deed, the jurisdiction clause of the Second Supplemental Deed will no longer provide that the parties to such deed are subject to the exclusive jurisdiction of the Irish courts (i.e. an action relating to the Second Supplemental Deed may be brought to the courts of Hong Kong.). The revised Trust Deed (as amended by the supplemental trust deeds from time to time) may be obtained or inspected free of charge at the office of the Hong Kong Representative at the address listed below.

8

RECOMMENDATION AND ACTION TO BE TAKEN In our opinion, the proposed amendments to the investment objective and policy as described above do not prejudice the rights or interests of the Unitholders. The proposed amendments will not result in any change in the current level of fees and charges payable by the Sub-Fund or the Unitholders. Apart from the changes to the investment objective and policy as described above, the proposed amendments will not result in any change to the operation and/or manner in which the Sub-Fund is being managed. The change to adopt the Relevant Changes may lead to an increase in the Sub-Fund’s exposure to sub-investment grade fixed income instruments. The Relevant Changes may increase the Sub-Fund’s exposure to sub-investment grade fixed income securities. The risks relating to such instruments may lead to a material change in the risk profile of the Sub-Fund. Fixed income securities which are rated sub-investment grade and/or unrated are generally subject to greater credit risk or risk of loss of principal and interest due to an issuer’s inability to meet principal and interest obligations than higher-rated debt securities. Sub-investment grade debt securities and unrated debt securities may also be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the financial markets generally and less secondary market liquidity. The secondary market for such instruments is also generally subject to lower liquidity, and is more volatile than, the secondary market for higher-rated instruments. Regarding the Change in Derivative Exposure, this change does not amount to a material change to the Sub-Fund and is not expected to lead to material change or increase in the overall risk profile of the Sub-Fund. This change is not expected to have material adverse impact on Unitholders’ rights or interests (including changes that may limit Unitholders’ ability in exercising their rights).

We recommend the Proposed New Investment Objective and Policy for your approval and urge you to vote in favour of the resolution as set out in the Notice of EGM at Appendix I attached hereto. It is important that you exercise your voting rights in respect of the EGM by completing and returning your enclosed Proxy Card, so that it will arrive at the offices of the company secretary, Matsack Trust Limited at 70 Sir John Rogerson’s Quay, Dublin 2, c/o Gavin Coleman or fax to +353 1 232 3333 or email FSCompliance@matheson.com not less than forty-eight (48) hours before the Dublin time appointed for the EGM. Adjourned EGM If a quorum of Unitholders is not present at the EGM, an Adjourned EGM with the same agenda will be held on 8 July 2019. If an Adjourned EGM is required, this will be posted on the website https://www.barings.com/funds/ucits/barings-international-bond-fund/

1 no later than 25 June 2019 and Unitholders will be

directed to refer to this Circular for details. As noted above, the Unitholders present at the Adjourned EGM, whatever their number and the number of Units held by them, will form a quorum. In the case of an Adjourned EGM, such documents should be deposited at the company secretary, Matsack Trust Limited at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland c/o Gavin Coleman or fax to +353 1 232 3333 or email FSCompliance@matheson.com not less than forty-eight (48) hours before the Dublin time appointed for the Adjourned EGM. Submission of a Proxy Card will not preclude you from attending and voting at the EGM(s) in person should you wish to do so.

The fees and expenses incurred in connection with the proposed changes will be borne by the Sub-Fund. The Manager considers that such fees and expenses are not significant in terms of the current net asset value of the Sub-Fund.

If you do not agree with the proposed amendments to the investment objective and policy as described above, you may redeem your Units or switch to any other SFC-authorized

2 Barings fund(s) which are made available to you free of charge

1 Please note that the website has not been authorised by the SFC and may contain information relating to funds which are not authorised in Hong Kong

and information which is not targeted to Hong Kong investors.

2 SFC authorization is not a recommendation or endorsement of a scheme nor does it guarantee the commercial merits of a scheme or its performance. It

does not mean the scheme is suitable for all investors nor is it an endorsement of its suitability for any particular investor or class of investors.

9

until the Dealing Day before the Effective Date (as defined below) in accordance with the provisions of the Hong Kong Offering Documents. Please note that we will not impose any charges in respect of your redemption and/or switching instructions. However, your bank or financial adviser may charge you additional fees (such as redemption fees, switching fees or transaction fees) or expenses at their own discretion in respect of such instructions and they may apply different procedures from what is stated in the Hong Kong Offering Documents. You are advised to contact your bank, distributor or financial adviser should you have any questions.

NEXT STEPS

If the Ordinary Resolution is passed, the Proposed New Investment Objective and Policy will become effective on the noting of the revised Prospectus by the Central Bank. The Directors expect these changes to take effect on or after 16 August 2019 (the “Effective Date”) subject to the approval of the Central Bank and it is proposed that the name change of the Sub-Fund will take effect on the same date.

The Fund’s Prospectus will be available at the registered office of the Manager. The revised Hong Kong Offering Documents will be updated to reflect the above changes where appropriate after the Effective Date. A copy of the revised Hong Kong Offering Documents will be available free of charge at the office of the Hong Kong Representative at the address listed below and on www.barings.com

3 after the Effective Date. You will be notified of the result of the EGM by visiting

https://www.barings.com/funds/ucits/barings-international-bond-fund/3 by no later than 25 June 2019. If the Adjourned EGM

is held, the result of the Adjourned EGM will also be available at https://www.barings.com/funds/ucits/barings-international-bond-fund/

3 by no later than 10 July 2019.

Should you have any questions relating to the matters dealt with in this Circular, please contact Baring Asset Management (Asia) Limited, the Hong Kong Representative, by telephone on (852) 2841 1411, by e-mail at BDG.HK.Wealth.Retail@barings.com, or by letter at the following address: 35th Floor, Gloucester Tower, 15 Queen’s Road Central, Hong Kong. Alternatively you may wish to speak to your financial adviser. Yours sincerely,

Barbara Healy Director for and on behalf of Baring International Fund Managers (Ireland) Limited, acting in its capacity as manager of Barings International Umbrella Fund

3 Please note that the website has not been authorised by the SFC and may contain information relating to funds which are not authorised in Hong Kong

and information which is not targeted to Hong Kong investors.

10

APPENDIX I

NOTICE OF EGM

Baring International Fund Managers (Ireland) Limited

Barings International Bond Fund (the “Sub-Fund”)

Barings International Umbrella Fund (the “Fund”)

Notice is hereby given that the EGM of the Unitholders of the Sub-Fund will be held at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland on 21 June 2019 at 13:00 (Dublin time) to consider, and if thought fit, pass the following resolution of the Sub-Fund: By Ordinary Resolution:

1. To approve the Proposed New Investment Objective and Policy of the Sub-Fund.

And to transact any other business which may properly be brought before the meeting.

By order of the Board

Barbara Healy Director Baring International Fund Managers (Ireland) Limited acting in its capacity as manager of the Fund

Registered Office: C/O Matsack Trust Limited 70 Sir John Rogerson’s Quay Dublin 2 Ireland Notes:-

1. Unitholders are entitled to attend and vote at the EGM of the Fund. A Unitholder may appoint a proxy or proxies to attend, speak and vote instead of the Unitholder. A proxy need not be a member of the entity which is eligible to vote.

2. A Proxy Card is enclosed for the use of Unitholders unable to attend the EGM. Proxies must be sent to the company secretary, Matsack Trust Limited, 70 Sir John Rogerson’s Quay, Dublin 2, Ireland or returned by fax (fax no. to +353 1 232 3333) or email (FSCompliance@matheson) for the attention of Gavin Coleman. To be valid, proxies and any powers of attorney under which they are signed must be received by the company

secretary at the above office not less than 48 hours before the time appointed for the holding of the EGM. In the case of an Adjourned EGM, such documents should be deposited at the above office not less than forty-eight (48) hours before the Dublin time appointed for the Adjourned EGM.

11

APPENDIX II

PROXY CARD

BARINGS INTERNATIONAL BOND FUND

(THE “SUB-FUND”) BARINGS INTERNATIONAL UMBRELLA FUND

(THE “FUND”) I / We (name) ______________________________________________________________________________________ of (address) _______________________________________________________________________________________ _________________________________________________________________________________________________ (the “Unitholder”) being an unitholder of the Sub-Fund hereby appoint the Chairperson (or failing him/her), Dualta Counihan of 70 Sir John Rogerson’s Quay, Dublin 2, Ireland or (failing him), Michelle Ridge of 70 Sir John Rogerson’s Quay, Dublin 2, Ireland or (failing her), Gavin Coleman of 70 Sir John Rogerson’s Quay, Dublin 2, Ireland or (failing him), Jim Murphy of 70 Sir John Rogerson’s Quay, Dublin 2, Ireland or (failing him), Katarzyna Milian of 70 Sir John Rogerson’s Quay, Dublin 2, Ireland or (failing her), _____________________________________________________________________ of ________________________________________________________________________________________________ as the proxy of the Unitholder to attend, speak and vote for the Unitholder on behalf of the Unitholder at the extraordinary

general meeting of the Sub-Fund to be held on 21 June 2019 at 13:00 (Dublin time) and at any adjournment of the meeting.

The proxy is to vote as follows:

Voting instructions to Proxy (choice to be marked with an “X”)

Name or description of resolution: In Favour Abstain Against

Approve the Proposed New Investment Objective and Policy of the Sub-Fund as detailed in the Unitholder Circular dated 31 May 2019.

Unless otherwise indicated the proxy shall vote as he or she thinks fit

Signature of Unitholder Dated :

NOTES (a) In the case of a body corporate, the proxy card must be either under seal of the body corporate or under the hand of

an officer or attorney duly authorised in writing. (b) The proxy card together with the power of attorney or other authority, if any, under which it is signed, or a notarially

certified copy of that power or authority, must be deposited at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland no later than 48 hours before the time of the meeting. An emailed or faxed copy will be accepted and can be sent for the attention of fscompliance@matheson.com or Katarzyna Milian on fax number (+) 353 1 232 3333.

(c) Unless otherwise instructed the proxy will vote as he/she thinks fit.

mailto:fscompliance@matheson.com

12

(d) In the case of joint unitholders the signature of the first named unitholder will suffice. (e) If you wish to appoint a proxy of your choice delete the words “the Chairperson” and insert the name of the proxy you

wish to appoint (who need not be a unitholder of the Sub-Fund). (f) The returning of proxy card duly completed will not prevent an unitholder in the Sub-Fund from attending and voting

in person.

EXPLANATORY NOTES

1. A Unitholder must insert his full name and registered address in type or block letters. In the case of joint accounts the names of all holders must be stated.

2. If it is desired to appoint some other person as proxy, the name of the proxy must be inserted in the space provided.

3. The Proxy Card must:

(a) in the case of any fund or scheme which is a Unitholder the proxy must be signed by a duly authorised signatory or trustee of the fund or scheme;

(b) in the case of a corporate Unitholder be given either under its common seal or signed on its behalf by an attorney or by a duly authorised officer of the corporate Unitholder; and

(c) in the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted by the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

4. To be valid this proxy and any power of attorney under which it is signed must reach the company secretary, Matsack Trust Limited 70 Sir John Rogerson’s Quay, Dublin 2, Ireland c/o Gavin Coleman 48 hours before the time appointed for the holding of the meeting. Proxy Cards may be returned in the first instance by facsimile to: +353 1 232 3333 or email FSCompliance@matheson.com. However, the original Proxy Card should be forwarded by mail, to the address set out above.

5. A proxy need not be a Unitholder of the Sub-Fund but must attend the meeting in person to represent you.

13

APPENDIX III

LETTER OF REPRESENTATION

BARINGS INTERNATIONAL BOND FUND (THE “SUB-FUND”)

BARINGS INTERNATIONAL UMBRELLA FUND (THE “FUND”)

To: The Directors

BARING INTERNATIONAL FUND MANAGERS (IRELAND) LIMITED In its capacity as manager of the Fund C/O Matsack Trust Limited 70 Sir John Rogerson’s Quay Dublin 2 Ireland

Dear Sirs

I / We (name) _____________________________________________________________________________________ of (address) ______________________________________________________________________________________ (the "Company") being an unitholder in the Sub-Fund hereby notify you that pursuant to a resolution of our board of

directors, the chairperson of the unitholders' meeting to consider the ordinary resolutions, or (failing him/her), Dualta

Counihan of 70 Sir John Rogerson’s Quay, Dublin 2, Ireland or (failing him), Michelle Ridge of 70 Sir John Rogerson’s Quay,

Dublin 2, Ireland or (failing her), Gavin Coleman of 70 Sir John Rogerson’s Quay, Dublin 2 Ireland or (failing him), Jim

Murphy of 70 Sir John Rogerson’s Quay, Dublin 2, Ireland or (failing him), Katarzyna Milian of 70 Sir John Rogerson’s Quay,

Dublin 2, Ireland or (failing her), _____________________________________________________________________ of

________________________________________________________________________________________________

has been appointed as the Company's representative to attend and vote on the Company's behalf at the extraordinary

general meeting of the Sub-Fund to be held at 70 Sir John Rogerson's Quay, Dublin 2, Ireland, on 21 June 2019, at the time

set out in the notice dated 31 May 2019, or any adjournment thereof.

Such person so appointed shall be entitled to exercise the same powers at any such meeting in respect of our units in the

Sub-Fund as we could exercise if we were an individual unitholder and is empowered to sign any necessary consents in

connection with any such extraordinary general meeting, with respect to any ordinary business on behalf of the Company.

Signed

Duly authorised officer For and on behalf of ________________________

Date

1

BARINGS INTERNATIONAL UMBRELLA FUND

_____________________________________

HONG KONG COVERING DOCUMENT December 2018

_____________________________________

2

CONTENTS Page

INFORMATION FOR HONG KONG INVESTORS.................................................................................... 3

FUNDS AVAILABLE IN HONG KONG ..................................................................................................... 3

IMPORTANT INFORMATION .................................................................................................................. 4

DEFINITIONS ......................................................................................................................................... 4

HONG KONG REPRESENTATIVE .......................................................................................................... 4

INVESTMENT MANAGER....................................................................................................................... 4

INVESTMENT POLICY: GENERAL ......................................................................................................... 5

RISK CONSIDERATIONS ....................................................................................................................... 5

DIVIDEND POLICY ................................................................................................................................. 5

AVAILABLE UNITS IN HONG KONG ....................................................................................................... 6

SUBSCRIPTIONS, REDEMPTIONS AND CONVERSION OF UNITS BY HONG KONG INVESTORS ..... 7

CHARGES AND EXPENSES .................................................................................................................. 9

OVERVIEW OF RISK MANAGEMENT POLICIES AND PROCEDURES IN RELATION TO DERIVATIVES

.................................................................................................................................................... 10

AVAILABILITY OF THE NET ASSET VALUE PER UNIT ........................................................................ 12

REPORT AND ACCOUNTS ................................................................................................................... 12

TAXATION IN HONG KONG.................................................................................................................. 12

OECD COMMON REPORTING STANDARD ......................................................................................... 13

FOREIGN ACCOUNT TAX COMPLIANCE ACT ..................................................................................... 13

KEY INVESTOR INFORMATION DOCUMENT ...................................................................................... 13

DOCUMENTS AVAILABLE FOR INSPECTION...................................................................................... 13

OTHER INFORMATION ........................................................................................................................ 14

3

INFORMATION FOR HONG KONG INVESTORS Important - If you are in any doubt about the contents of this document or any of the documents accompanying it, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser. This Hong Kong covering document (the “Hong Kong Covering Document”) is supplemental to, forms part of and should be read in conjunction with the prospectus for Barings International Umbrella Fund (the “Unit Trust”) dated 28 December 2018 as supplemented from time to time (the “Prospectus”). Unless otherwise provided in this Hong Kong Covering Document, terms defined in the Prospectus have the same meaning in this Hong Kong Covering Document unless the context otherwise requires. The Directors of Baring International Fund Managers (Ireland) Limited (the “Manager”), whose names appear under the heading “Directors of the Manager” in the Prospectus, accept responsibility for the information contained in the Prospectus, the Hong Kong Covering Document and the Product Key Fact Statement of the relevant Funds (“KFS”). To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure such is the case) the information contained in the Prospectus, this Hong Kong Covering Document and the KFS is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Barings International Umbrella Fund was established pursuant to the trust deed dated 22 November 1990 made between Baring International Fund Managers (Ireland) Limited as Manager and Northern Trust Fiduciary Services (Ireland) Limited as Depositary, as amended and restated by the Trust Deed dated 30 March 2016 (as may be supplemented from time to time). Barings International Umbrella Fund and the Funds set out below under the section headed “Funds Available in Hong Kong” have been authorised by the Securities and Futures Commission (“SFC”) in Hong Kong under Section 104 of the Securities and Futures Ordinance of Hong Kong (“SFO”) and are available for sale to the public in Hong Kong. The SFC’s authorisation is not a recommendation or endorsement of a scheme nor does it guarantee the commercial merits of a scheme or its performance. It does not mean the scheme is suitable for all investors nor is it an endorsement of its suitability for any particular investor or class of investors. FUNDS AVAILABLE IN HONG KONG Warning: In relation to the Funds as set out in the Prospectus, only the following Funds are authorised by the SFC pursuant to Section 104 of the SFO and hence may be offered to the public of Hong Kong:-

Barings ASEAN Frontiers Fund

Barings Asia Growth Fund

Barings Australia Fund

Barings Europa Fund

Barings Hong Kong China Fund

Barings International Bond Fund The Prospectus is a global offering document and therefore contains references to the following collective investment schemes managed by the Manager which are not authorised by the SFC:-

Barings Alpha Funds plc

Barings China A-Share Fund plc

Barings Component Funds

Barings Global Investment Funds plc No offer shall be made to the public of Hong Kong in respect of the above unauthorised collective investment schemes. The issue of the Prospectus was authorised by the SFC only in relation to the offer of the above SFC-authorised Funds to the public of Hong Kong. Intermediaries should take note of this restriction.

4

IMPORTANT INFORMATION In Hong Kong, distribution of the Prospectus and this Hong Kong Covering Document is not authorised unless accompanied by a copy of the then latest published annual report of the Unit Trust and, if published after such annual report, a copy of the latest semi-annual report. Before investing you must have received and read the KFS. Units in the Unit Trust are offered only on the basis of the information contained in the Prospectus, the relevant Supplement, this Hong Kong Covering Document, the relevant KFS, the most recent annual report and, if subsequently published, the semi-annual report of the Unit Trust. Neither the delivery of the Prospectus or the relevant Supplement or this Hong Kong Covering Document nor the issue of Units shall, under any circumstances, create any implication that the affairs of the Unit Trust have not changed since the respective dates of the documents or that the information contained therein is correct as of any time subsequent to the date of the relevant document. The websites www.barings.com and www.ise.ie and other websites (if any) set out in this Hong Kong Covering Document and the Prospectus have not been reviewed by the SFC and may contain information relating to funds which are not authorised in Hong Kong and information which is not targeted at Hong Kong investors. DEFINITIONS

“Hong Kong Business Day” a day (other than a Saturday or Sunday) on which banks in Hong Kong are open for normal business, provided that where as a result of a number 8 typhoon signal, black rainstorm warning or other similar event, the period during which banks in Hong Kong are open on any day is reduced, such day shall not be a Hong Kong Business Day unless the Manager and the Depositary determine otherwise or such other day or days as the Manager and the Depositary may determine;

“Hong Kong Representative” Baring Asset Management (Asia) Limited.

HONG KONG REPRESENTATIVE Baring Asset Management (Asia) Limited has been appointed by the Manager as the Hong Kong Representative to represent the Manager in Hong Kong generally in relation to the affairs of the Unit Trust. As part of its functions as the Hong Kong representative, it may receive applications for Units from prospective investors in Hong Kong and its localities and deal with redemption and/or conversion requests and other enquiries from Unitholders. The fees of the Hong Kong Representative in relation to the Unit Trust will be borne by the Manager. Investors may contact the Hong Kong Representative if they have any complaints or enquiries in respect of the Unit Trust. Depending on the subject matter of the complaints or enquiries, these will be dealt with either by the Hong Kong Representative directly, or referred to the Manager/relevant parties for further handling. The Hong Kong Representative will, on a best effort basis, revert and address the investor’s complaints and enquiries as soon as practicable. The contact details of the Hong Kong Representative are set out in the section headed “Other Information” below. INVESTMENT MANAGER Subject to the Central Bank and the SFC’s approval, the Investment Manager may sub-delegate such investment management to other entities including group companies (group companies currently refers to Baring Asset Management Limited and Baring Asset Management (Asia) Limited). Prior approval from the SFC will be sought in relation to (i) any sub-delegation to entities within the group companies listed above; (ii) any change to the list of sub-delegates above; or (iii) any appointment or removal of sub-delegates not being a group company. Except in the case of a sub-delegation to entities within the group companies listed above, one month’s prior notice will be given to Unitholders. No prior notice would be given to Unitholders in respect of any sub-delegation to entities within the group companies listed above,

http://www.barings.com/http://www.ise.ie/

5

however, details of such sub-delegation will be disclosed in the Fund’s annual and semi-annual accounts and an up-to-date list of sub-delegates will be available free of charge upon request from the Hong Kong Representative. The fees and expenses of any sub-investment managers appointed by the Investment Manager will be discharged by the Investment Manager. Details of any sub-investment managers appointed to a Fund will be provided to Unitholders upon request and details will also be provided in the periodic reports of the Unit Trust. INVESTMENT POLICY: GENERAL Unless otherwise specifically disclosed in the investment objectives and policies of a Fund, it is not intended that it will invest, whether directly or indirectly, more than 10% of its net assets in China A and China B shares. For so long as the Funds remain authorised under the SFO, upon satisfaction of applicable SFC requirements (if any) and providing at least one month's prior notice to investors a Fund may invest more than 10% of its net assets in China A and China B shares and the Prospectus and the Hong Kong Covering Document will be updated accordingly. The Funds do not currently use repurchase agreements, reverse repurchase agreements or engage in stocklending. In the event that a Fund does propose to utilise such techniques and instruments, Unitholders will be notified and the Hong Kong Covering Document and the Prospectus will be revised in accordance with the requirements of the Central Bank and the SFC. Due notification will be given to Unitholders and prior approval from the SFC (if required) will be sought if a Fund proposes to utilise such techniques and instruments in the future. RISK CONSIDERATIONS Investors should refer to the section headed “Risk Considerations” of the Prospectus and the following additional information in respect of the risks associated with investing in the Funds. Notwithstanding the statement in the section headed “Risk Considerations” in the Prospectus that “The following Risk Considerations detail particular risks associated with an investment in the Unit Trust, which investors are encouraged to discuss with their professional advisers. It does not purport to be a comprehensive summary of all of the risks associated with an investment in the Unit Trust or an individual Fund.”. To the best of the knowledge and belief of the Directors of the Manager, the Prospectus and the Hong Kong Covering Document contain explanations of the risks that may apply to the relevant Funds and that investors should be aware of as at the date of the Prospectus and the Hong Kong Covering Document. Investors should note that the Funds are exposed to various risks depending on their respective investment policies. Investors should be aware that in a changing environment the Funds may be exposed to risks that were not envisaged as at the date of the Prospectus and the Hong Kong Covering Document. Potential investors should consider the risks involved prior to investing in the Funds to determine whether an investment in the Fund is suitable to them. Risk of investing in other collective investment schemes In addition to the risks set out under the risk factor headed “Risk of investing in other collective investment schemes” in the Prospectus, investors should note that the underlying collective investment schemes in which a Fund may invest may not be regulated by the SFC. Distribution out of unrealised capital gains The Manager may also distribute such part of any capital gains less realised and unrealised capital losses as, in its opinion, is appropriate to maintain a satisfactory level of distribution. Payment of distributions out of unrealised capital gains amount to distribution out of capital under Hong Kong regulatory disclosure requirements and that payment of distributions under such circumstances amounts to a return or withdrawal of part of an investor's original investment or from any capital gains attributable to that original investment. Any distributions involving payment of unrealised capital gains as dividends (which means effectively paying dividend out of capital) may result in an immediate reduction of the Fund’s Net Asset Value per Unit. Distributions out of capital may have different tax implications to distributions of income and investors are encouraged to seek independent advice in this regard. DIVIDEND POLICY

6

As stated in the Prospectus, the Trust Deed provides for the Depositary to distribute in respect of each accounting period not less than 85% of surplus net income represented by the dividends and interest received for each Fund to the holders of Units of the relevant class, after charging expenses and various other items, as set out under “Charges and Expenses” in the Prospectus, as are attributable to the income of that Fund. In addition, the Manager may distribute to the holders of Units of the relevant Fund or Class such part of any capital gains less realised and unrealised capital losses attributable to the relevant Fund or Class as, in its opinion, is appropriate to maintain a satisfactory level of distribution. Investors should note that payment of distributions out of unrealised capital gains amounts to distribution out of capital under Hong Kong regulatory disclosure requirements and that payment of distributions under such circumstances amounts to a return or withdrawal of part of an investor's original investment or from any capital gains attributable to that original investment. Any distributions involving payment of unrealised capital gains as dividends (which means effectively paying dividend out of capital) may result in an immediate reduction of that Fund's Net Asset Value per Unit. In such circumstances, distributions made during the lifetime of the relevant Fund must be understood as a type of capital reimbursement. The Funds may amend the above policy subject to obtaining the SFC's prior approval and by giving not less than one month's prior notice to affected Hong Kong investors. The composition of the dividends (i.e. the relative amounts paid out of net distributable income and capital) for the last 12 months can be obtained either through the Hong Kong Representative's website at www.barings.com or from the Hong Kong Representative on request. AVAILABLE UNITS IN HONG KONG As at the date of this Hong Kong Covering Document, Units of the following Funds which are being offered to the public of Hong Kong are set out below. Please refer to the Prospectus for further information relating to the Unit Classes. Barings ASEAN Frontiers Fund

Class A AUD Hedged Acc Class I EUR Acc

Class A EUR Acc Class I GBP Acc

Class A EUR Inc Class I USD Acc

Class A GBP Inc

Class A USD Acc

Class A USD Inc

Barings Asia Growth Fund

Class A EUR Acc Class I EUR Acc

Class A EUR Inc Class I GBP Acc

Class A GBP Inc Class I USD Acc

Class A USD Acc

Class A USD Inc

Barings Australia Fund

Class A AUD Inc Class I AUD Acc

Class A EUR Acc Class I EUR Acc

Class A EUR Inc Class I GBP Acc

Class A GBP Inc Class I USD Acc

Class A USD Inc

Barings Europa Fund

7

Class A EUR Acc Class I EUR Acc Class C EUR Inc*

Class A EUR Inc Class I GBP Inc Class C USD Inc*

Class A USD Inc Class I USD Acc

Barings Hong Kong China Fund

Class A EUR Acc Class I EUR Acc Class C EUR Inc*

Class A EUR Inc Class I GBP Acc Class C USD Inc*

Class A GBP Inc Class I USD Acc

Class A HKD Inc

Class A USD Acc

Class A USD Inc

Barings International Bond Fund

Class A EUR Inc Class I EUR Acc

Class A GBP Inc Class I GBP Acc

Class A USD Inc Class I GBP Inc

Class I USD Acc

* Class C Units will be available to certain distributors who have in place a placing agency or distribution arrangement with the Manager or its delegates. Class C Units shall also pay a distributor fee of 1% per annum of the Net Asset Value of the Fund attributable to the Classes. Such fee when applied will be payable to the distributor who has been appointed as a distributor pursuant to a placing agency agreement between the Manager or its delegate and the relevant distributor. The distributor fee shall be accrued daily and is payable quarterly in arrears. Other Classes of Units which are not mentioned above are not available to the public in Hong Kong. Accumulation Units are accumulating and will therefore not pay any distributions. Accumulation Units are identified by the reference “Acc” in the name of the Class. Under the Trust Deed the Manager is given the exclusive right to effect for the account of the Unit Trust the issue of Units of any Class and to create, subject to the requirements of the SFC (and other relevant authorities) (if any), new Classes and has absolute discretion to accept or reject in whole or in part any application for Units. SUBSCRIPTIONS, REDEMPTIONS AND CONVERSION OF UNITS BY HONG KONG INVESTORS The below sets out the subscription, redemption and conversion procedures for Hong Kong investors. Full details of subscription, redemption and conversion procedures, all charges payable and other important information concerning the subscription, redemption and conversion of Units are set out in the Prospectus; and Hong Kong investors should read the relevant sections carefully in conjunction with this Hong Kong Covering Document. Investors should note that different distributor(s) may impose different dealing cut-off times before the dealing deadlines for receiving instructions for subscription, redemption and/or conversion and may have different dealing arrangements/procedures. Before placing your subscription, redemption and/or conversion orders, please check with your distributor for the distributor’s internal dealing deadline (which may be earlier than the Fund’s dealing deadline) and the distributor’s dealing arrangements/procedures. Application Procedures Initial subscriptions should be made by completing the Account Opening Form and the Subscription Form, together with the supporting documents in relation to anti-money laundering requirements and the originals submitted to the Hong Kong Representative by 5 p.m. Hong Kong time for onward transmission to the Manager c/o the Administrator on a Dealing Day.

8

Subsequent subscriptions may be made in writing by submitting the signed originals of the Subscription Form to the Hong Kong Representative for onward transmission to the Manager c/o the Administrator or directly to the Manager c/o the Administrator. Subsequent subscriptions may also be made in writing by completing the Subscription Form and submitted by facsimile directly to the Manager c/o the Administrator. In addition, Hong Kong investors can, with the agreement of the Manager or the Hong Kong Representative, submit the subscription applications via electronic messaging services such as EMX or SWIFT, or via other means as agreed by the Manager or the Hong Kong Representative from time to time. Both the Account Opening Form and the Subscription Form may be obtained from the Hong Kong Representative. Units of each Class may be issued with effect from each Dealing Day pursuant to applications received by the Hong Kong Representative by 5 p.m. Hong Kong time or received by the Manager by 12 noon Irish time on that Dealing Day. The dealing price at which Units will be issued, after the initial issue, is calculated by reference to the Net Asset Value per Unit determined as at the Valuation Point on that Dealing Day. Applications received by the Manager after 12 noon Irish time on a Dealing Day will be treated as having been received on the following Dealing Day. Notwithstanding the aforesaid, any subscription applications received by the Hong Kong Representative after 5 p.m. Hong Kong time on a Hong Kong Business Day or treated as having been received by the Hong Kong Representative on a Dealing Day which is not a Hong Kong Business Day will be deemed to have been received by the Hong Kong Representative on the next Hong Kong Business Day that is also a Dealing Day. If any of the details that are provided in respect of an application for Units change, including your address, other contact details (e.g. telephone number, email address) or bank account details, please inform the Hong Kong Representative or the Administrator immediately by letter. Failure to do so may cause a delay in processing any subsequent orders. No money should be paid to any intermediary in Hong Kong who is not licensed or registered to carry on Type 1 (dealing in securities) regulated activities under Part V of the Securities and Futures Ordinance. Payment is normally due in the currency of the relevant Class of the relevant Fund. Should investors prefer to make payment in any currency other than the currency of the relevant Class they are advised to make direct contact with the Hong Kong Representative or with the Manager c/o the Administrator. As provided in the section headed “Subscription of Units” in the Prospectus, the calculation of the Net Asset Value per Unit may be suspended when the right of Unitholders to require the redemption of Units is suspended as detailed in section headed “Redemption of Units” in the Prospectus and in the section headed “Redemption of Units” of this document. Any such suspension will be notified to the SFC without delay and where possible all reasonable steps will be taken to bring any period of suspension to an end as soon as possible. Please refer to the Prospectus for further details relating to the application of Units. Redemption of Units Redemption requests may be made in writing by submitting the signed originals to the Hong Kong Representative for onward transmission to the Manager c/o the Administrator or directly to the Manager c/o the Administrator. Redemption requests may also be made in writing and submitted by facsimile directly to the Manager c/o the Administrator. In addition Hong Kong investors can, with the agreement of the Manager or the Hong Kong Representative, submit the redemption applications via electronic messaging services such as EMX or SWIFT, or via other means as agreed by the Manager or the Hong Kong Representative from time to time. No redemption payments shall be made until the original Account Opening Form (and upon completion of any applicable identification procedures in relation to the Unitholder pursuant to any statutory and regulatory obligation from time to time) has been received by the Hong Kong Representative for onward transmission to the Manager c/o the Administrator. The redemption form may be obtained from the Hong Kong Representative. Applications for the redemption of Units received by the Hong Kong Representative prior to 5 p.m. Hong Kong time or received by the Manager prior to 12 noon Irish time on a Dealing Day will, subject as

9

mentioned in the section headed “Redemption of Units” in the Prospectus, be dealt with by reference to the Net Asset Value per Unit determined as at the Valuation Point on that Dealing Day. Redemption applications received by the Manager after 12 noon Irish time will be treated as having been received on th