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Barings Investment Umbrella Fund Prospectus

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Barings Investment Umbrella Fund Prospectus Barings Investment Umbrella Fund Prospectus 5 August 2019 PROSPECTUS OF BARINGS INVESTMENT UMBRELLA FUND (An open-ended investment company incorporated with limited liability and registered in England and Wales under registered number IC709) This document constitutes the prospectus for Barings Investment Umbrella Fund which has been prepared in accordance with the Financial Conduct Authority’s (the FCA) Collective Investment Schemes Sourcebook. The ACD has taken all reasonable steps to ensure that the facts stated in this document are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein whether of fact or opinion as at the date of publication of this document. The ACD accepts responsibility accordingly. This Prospectus has been prepared solely for, and is being made available to investors for the purposes of evaluating an investment in Shares in the Company. Investment in Shares in the Company involves risk and may not be suitable for all investors. Investors should only consider investing in the Company if they understand the risks involved including the risk of losing all capital invested. Investment into the Company should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. An investment in one Fund is not a complete investment programme. As part of an investor’s long-term investment planning they should consider diversifying their portfolio by investing in a range of investments and asset classes. Potential investors’ attention is drawn to the section headed “Risk Considerations”. If you are in any doubt as to whether or not investment in the Company is suitable for you or about the contents of this Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. In order to comply with legislation implementing UK obligations under intergovernmental agreements relating to the automatic exchange of information to improve international tax compliance (including United States FATCA) the ACD will collect and report information about Shareholders, to include information to verify identity and tax status. When requested to do so by the ACD or its agent, Shareholders must provide information to be passed on to HM Revenue & Customs, and to any relevant overseas tax authorities. Before investing you must have received and read the relevant Key Investor Information Document (KIID). United States The Shares offered hereby have not been registered under the Securities Act of 1933, as amended, nor any other relevant U.S. securities laws. The Company will not be registered as an investment company under the Investment Company Act of 1940, as amended. The Shares may not be directly or indirectly offered or sold in the U.S., any of its territories or possessions or areas subject to its jurisdiction nor to or for the benefit of any U.S. Persons. If a Shareholder currently resident outside the U.S. becomes resident in the U.S., we reserve the right to compulsorily redeem the Shareholder’s investment. The Shares are not offered for sale in any jurisdiction in which the Funds are not authorised to be publicly sold. The funds are available only in jurisdictions where their offer and sale are permitted. Japan The Shares have not been and will not be registered pursuant to article 4, paragraph 1 of the financial instruments and exchange law of Japan (law no. 25 of 1948, as amended) and, accordingly, none of the Shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit, of any Japanese person or to others for re- offering or resale, directly or indirectly, in Japan or to any Japanese person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For this purpose, a “Japanese person” means any person resident in Japan, including any corporation or other entity organised under the laws of Japan. Valid as at 5 August 2019 2 Table of Contents Definitions ................................................................................................................................................................ 5 Introduction .............................................................................................................................................................. 8 Risk Considerations ............................................................................................................................................... 10 Fees and Expenses ............................................................................................................................................... 22 Valuation of the Company ...................................................................................................................................... 25 Distribution Policy ................................................................................................................................................... 29 Purchase of Shares ................................................................................................................................................ 30 Redemption of Shares............................................................................................................................................ 33 Transfer of Shares ................................................................................................................................................. 35 Switching of Shares ............................................................................................................................................... 35 Winding Up of the Company or Termination of the Funds ..................................................................................... 36 The Authorised Corporate Director (ACD) .............................................................................................................. 38 The Investment Manager ....................................................................................................................................... 39 The Administrator and Registrar ............................................................................................................................ 40 The Depositary ....................................................................................................................................................... 40 Meetings of and Reports to Shareholders .............................................................................................................. 42 Taxation .............................................................................................................................................................. 43 General .............................................................................................................................................................. 46 Appendix A – Details of the Funds ......................................................................................................................... 52 Appendix B – Eligible Securities and Derivatives Markets ..................................................................................... 55 Appendix C – Investment Management and Borrowing Powers of the Company .................................................. 57 Appendix D – Custodian / Sub Custodians ............................................................................................................ 78 Appendix E – Historic Performance ....................................................................................................................... 80 3 Directory Company Barings Investment Umbrella Fund 20 Old Bailey London EC4M 7BF Authorised Corporate Director (ACD) Baring Fund Managers Limited 20 Old Bailey London EC4M 7BF Depositary NatWest Trustee and Depositary Services Limited 250 Bishopsgate London EC2M 4AA Investment Manager Baring Asset Management Limited 20 Old Bailey London EC4M 7BF Administrator and Registrar Northern Trust Global Services SE 6 rue Lou Hemmer, Senningerberg Luxembourg L-1748 The Administrator’s principal place of business in the United Kingdom: Northern Trust Global Services SE, UK Branch 50 Bank Street London E14 5NT Auditor PricewaterhouseCoopers LLP 144 Morrison Street Edinburgh EH3 8EX 4 Definitions “Accumulation Shares” Shares in respect of which income is accumulated and added to the capital property of the Fund. “Account Opening Form” Any initial application form to be completed by investors to open an account as prescribed by the Company from time to time. “ACD” The authorised corporate director of the Company, Baring Fund Managers Limited. “ACD Agreement” The Agreement dated 15 January 2009 between the Company and the ACD. “Administrator”, “Registrar” Northern Trust Global Services SE. “Auditors” PricewaterhouseCoopers LLP. “Baring Asset Management Baring Asset Management Limited, its subsidiaries and holding companies and all Group” subsidiaries of any holding company. “Base Currency” The Base Currency of a Fund, as stated in Appendix A. “Business Day” Any day on which The London Stock Exchange is open for business. As appropriate for each Fund, if the London Stock Exchange is closed as a result of a holiday or for any other reason, or there is a holiday
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