ROGGE GLOBAL BOND FUND ROGGE GLOBAL PARTNERS PLC

Transcription

1 The directors of Rogge Funds plc (the Directors ) listed in the Prospectus in the Management and Administration section, accept responsibility for the information contained in this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. ROGGE GLOBAL BOND FUND (A sub-fund of Rogge Funds plc, an umbrella fund with segregated liability between sub-funds authorised by the Central Bank of Ireland pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended) 30 November 2015 INVESTMENT MANAGER ROGGE GLOBAL PARTNERS PLC This Supplement forms part of, and should be read in the context of, and together with, the Prospectus dated 9 November 2015 (the Prospectus ) in relation to Rogge Funds plc (the Company ) and contains information relating to the Rogge Global Bond Fund (the Portfolio ) which is a separate Portfolio of the Company, represented by the Rogge Global Bond Fund series of shares in the Company (the Shares ). Investors should note that the Portfolio will make substantial investments in forward foreign exchange contracts, which are subject to the risks described in the Investment Risks section of this Supplement.

2 INDEX Page No INDEX... 1 DEFINITIONS... 2 INVESTMENT OBJECTIVE AND POLICIES... 3 INVESTMENT RISKS... 7 INVESTMENT MANAGER... 9 SUBSCRIPTIONS REDEMPTIONS DIVIDEND POLICY FEES AND EXPENSES

3 DEFINITIONS Base Currency Business Day Dealing Day EUR; any day on which banks in Ireland and the United Kingdom are open for normal banking business or such other day or days (except Saturday, Sunday or any public holiday in Ireland or in the United Kingdom) as may be determined by the Directors; every day that is a Business Day; Unless the context otherwise requires, all terms defined in the Prospectus shall have the same meaning in this Supplement. 2

4 INVESTMENT OBJECTIVE AND POLICIES The Portfolio s investment objective is to provide investors with a vehicle that seeks to control portfolio risk and, whilst there can be no assurance that the Portfolio will achieve any specific rate of return, seeks to achieve a rate of return that exceeds, by 100 basis points, the returns of a blended index comprised of 85% Citigroup World Government Bond Index and 15% JP Morgan Emerging Markets Bond Index Global Diversified (together, the Index ), as described in more detail below. The Portfolio seeks to implement its investment policy by investing primarily in bonds issued by national governments, agencies, sovereign entities and other entities within the countries included in the Index as well as in developed market bonds issued by national governments, agencies, supranationals, and other entities in other countries and jurisdictions, such as New Zealand, Iceland and Greece, which are not necessarily included in the Index but which the Investment Manager may deem appropriate based on its view of (i) the similarity of the bonds to those comprised in the Index; (ii) whether the bonds are likely to enter the Index; and (iii) the undervalue (if any) of the bond by comparison to bonds included in the Index. The emerging market bonds will predominantly be denominated in USD. The Portfolio may invest in developed market countries, in emerging markets countries included in the JP Morgan Emerging Markets Bond Index Global Diversified, or in investment grade (i.e. BBB- or higher as rated by Moody s, Standard & Poor s ( S&P ) or Fitch) emerging market countries not included in the JP Morgan Emerging Markets Bond Index Global Diversified. The Portfolio will invest in actively traded liquid global and local bond markets (local in this context is determined by the currency of a bond and the country of the issuer. Bonds denominated in the local currency of the issuer are traded on local bond markets), including index linked government securities, fixed and floating rate, government, government agency, sovereign entities and supranational securities (ie securities issued by multinational issuers, for example, the European Investment Bank) of issuers of all sectors listed or traded on Recognised Markets. No more than 15% of the Portfolio s net assets may be invested in below investment grade securities (i.e. below BBB-), as rated by Moody s, S&P or Fitch (where the bond is split rated, the lower rating shall prevail). Where none of Moody's, S&P or Fitch rates a bond issue, the Investment Manager may, acting reasonably and appropriately, deem an equivalent credit rating of the underlying issuer. When none of the aforementioned agencies rate either the issuer or the issue, the bond may not be purchased. The minimum rating of a security held on the Portfolio will be B- (or equivalent). The total holding in emerging markets securities shall not exceed 30% of the net assets of the Portfolio. Exposure to a single emerging market sovereign debt issuer shall not exceed: 1. 5% of the net assets of the Portfolio where the issuer represents 4.5% or less of the JP Morgan Emerging Markets Bond Index Global Diversified. Non-Index issuers are also allowed up to the same limit provided that they have a minimum rating of BBB- (or equivalent) % of the net assets of the Portfolio where the issuer represents more than 4.5% of the JP Morgan Emerging Markets Bond Index Global Diversified. Notwithstanding the investment restrictions as set out in the Prospectus, exposure to a single supranational issue shall not exceed 10% of the net assets of the Portfolio, subject to a maximum exposure of 25% per issuer. There are no other set constraints with regards to the exposure to developed markets sovereign debt. The Investment Manager will base its investment decisions and analysis of the Portfolio on (i) country allocations supported by return analysis of foreign exchange and interest rate and (ii) a top down approach that gives consideration to the differences (e.g. in monetary or fiscal policies) among the countries in the Portfolio, in each case based on a relative analysis of the financial health of countries with the view that those whose financial health is improving relative to others will provide the highest total returns. The Investment Manager will then select the most appropriate security, in its view, to implement 3

5 the Portfolio s strategy with a view to achieving the Portfolio s investment objective on the results of this analysis. The duration of the Portfolio is restricted to the range of duration of the Index, plus or minus 2 years. The Portfolio is not permitted to invest in: 1. Corporate bonds. 2. Securitised debt (Asset Backed Securities, Collateralised Debt Obligations). 3. Non-Rated debt and loan entities/issuers (however, an unrated bond from a rated issuer is permitted, as set out above). 4. Exchange Traded Funds. 5. Developed markets through investment in other Collective Investment Schemes. Borrowing to leverage the Portfolio, securities lending and short selling bonds are not permitted. At least 90% of the net assets of the Portfolio must be hedged to EUR. The Portfolio may therefore have up to 10% exposure to other developed market or emerging market currencies. The Index is a blend of a government bond index (Citigroup World Government Bond Index) and a uniquely weighted USD denominated emerging markets sovereign index (JP Morgan Emerging Markets Bond Index Global Diversified). (i) (ii) The Citigroup World Government Bond Index (WGBI) measures the performance of fixed-rate, local currency, investment grade sovereign bonds. The WGBI is a widely used benchmark that currently comprises sovereign debt from over 20 countries, denominated in a variety of currencies, and has more than 25 years of history available. The WGBI provides a broad benchmark for the global sovereign fixed income market. The JP Morgan Emerging Markets Bond Index Global Diversified (EMBI Global Diversified) is the most widely followed USD-denominated emerging markets sovereign index in the industry. The EMBI Global Diversified tracks total returns for traded external debt instruments (external meaning USD currency denominated fixed income) in the emerging markets. This emerging markets index limits the weights of the index countries by only including a specified portion of those countries eligible current face amounts of debt outstanding. The Portfolio s investments are subject to the investment restrictions contained in the UCITS Regulations which are summarised in the Investment Objectives and Policies section of the Prospectus and to the list of Recognised Markets set out in Appendix 1 of the Prospectus, in addition to such other restrictions as are specified below. The Portfolio may also invest in cash equivalents, i.e., debt securities with remaining maturities of one year or less issued by governments and agencies. In general, no single cash equivalent issue will exceed 10% of the Portfolio s net assets. Subject to prevailing market conditions, it is intended that, to the extent reasonably possible, the Portfolio will be fully invested at all times. However, the Investment Manager may retain up to 10% of the net assets of the Portfolio in cash at any time. In accordance with the powers specified in the Prospectus in the section Portfolio Investment Techniques, the Portfolio may also use the following instruments for investment purposes and for purposes of efficient portfolio management and hedging purposes (subject always to such instruments having a maximum tenure of 12 months): 1. Futures. 2. Forward foreign exchange contracts including Non-Deliverable Forwards ( NDFs ). 4

6 Forward foreign exchange contracts and NDFs may be transacted on an over the counter ( OTC ) basis. It is not expected that the use of financial derivative instruments will significantly raise the risk profile of the Portfolio. Although individual financial derivative instruments may be inherently leveraged insofar as financial derivative instruments may allow a purchaser to increase position exposure by advancing, as the initial cost of the relevant financial derivative instrument, whether by margin or otherwise, only a percentage of the value of the relevant position, the primary purpose of the Investment Manager in using financial derivative instruments is the reduction of risk or the management of risk in a more effective manner, rather than magnifying exposure to the markets in which the Portfolio invests. The Investment Manager uses financial derivative instruments primarily as an alternative way of gaining exposure to particular investment risks and managing or eliminating other investment risks. In particular, financial derivative instruments allow the Investment Manager to isolate risks in a manner that is not possible in the case of an instrument such as a bond. In the event that the Investment Manager decides to purchase a bond for the Portfolio, the Investment Manager is effectively buying a number of risks that are bundled into a single instrument. Such risks would include currency risk, interest rate risk, credit risk etc. By using financial derivative instruments, the Investment Manager can choose, on behalf of the Portfolio, which of those risks to take because financial derivative instruments provide an effective and efficient means of unbundling the various risks inherent in an instrument such as a bond. Notwithstanding the fact that the Portfolio will manage leverage and exposure through the application of Value-at-Risk (as outlined below), leverage is expected to range between 0% and 300% of the Net Asset Value of the Portfolio. It will increase to higher levels, for example, at times when the forward currency contracts are being rolled to a new settlement date, or on days when the Portfolio experiences cash flows. These leverage figures may be higher as they are calculated by summing the notionals of derivatives, securities and instruments acquired by the Portfolio but they are not an indicator of economic leverage within the Portfolio and may appear high, as they do not take into account the effect of any netting or hedging arrangements that the Portfolio may adopt. Allowing for netting and hedging, the leverage exposure will be significantly lower. The use of financial derivative instruments is not intended as an alternative to borrowing. The Portfolio s global exposure is subject to an advanced risk management process which aims to measure the relative Value-at-Risk ( VaR ) of the Portfolio. In monitoring risk, the Investment Manager will measure the VaR of the Portfolio on a daily basis against the VaR of the Index (the Benchmark VaR ) which the Investment Manager believes is representative of the fixed income positions likely to be held by the Portfolio. The Investment Manager will ensure that the VaR of the Portfolio is limited to two times the Benchmark VaR. This is based on a holding period of one month and is calculated using quantitative simulations with a one-tailed 99% confidence level and is based on a historical observation period of at least one year. In addition, the Investment Manager will monitor and seek to manage volatility. The implied volatility of an asset represents the measure, as expected by the market, of the likelihood that the value of an asset will fluctuate over a certain period of time. The process of managing risks associated with financial derivative instruments is described in detail in the statement of risk management process of the Company. The Portfolio employs a risk management process which enables it to accurately measure, monitor and manage the various risks associated with financial derivative instruments. Forward Foreign Exchange Contracts Forward foreign exchange contracts will be used for hedging and investment purposes i.e. to hedge the value of the Portfolio s investments which are designated in a currency other than the base currency (EUR) back into the base currency. It may not always be possible or desirable to fully or accurately hedge all currency exposure back into the base currency, however at least 90% of the net assets of the Portfolio must be hedged to EUR. Investors should note that adverse movements in currency exchange rates can result in a decrease in return and loss of capital. Accordingly, the effect of movements of currency exchange rates may be such that the returns for the investor may be lower than that which would have been achieved had the Portfolio not used forward foreign exchange contracts for the purposes described herein. Non-deliverable forward foreign exchange contracts will be used for the same reasons. They differ from standard forward foreign exchange contracts in that at least one of the currencies in the transaction 5

7 is not permitted to be delivered in settlement of any profit or loss resulting from the transaction. Profit or loss in this case will be delivered in hard currency, typically EUR or USD. Bond Futures Contracts The Portfolio, subject to the restrictions imposed on the use of FDI described in the Prospectus and by the UCITS Regulations, may buy and sell futures contracts to either create exposure or reduce exposure to various markets or to reduce certain aspects of risk inherent in specific trades both for investment purposes and for efficient portfolio management purposes. Futures contracts are agreements to buy or sell a fixed amount of a government bond, or currency at a fixed date in the future. Futures contracts are exchange-traded instruments and their dealing is subject to the rules of the exchanges on which they are dealt. The amounts of the underlying asset cannot be changed nor can the settlement date for the contract. Trades in futures are conducted via brokers who execute for the Portfolio and/or clear the contracts for the Portfolio on the exchange. Futures contracts are subject to margin provisions. At the time of purchase or sale, initial margin is posted to the exchange via the clearing broker. As the price of the contract rises or falls with the price of the underlying, variation margin is posted or received by the Portfolio via the clearing broker. Futures contracts are used to increase or reduce interest rate, or currency exposure to a particular market. Buying bond futures gives the Portfolio interest rate exposure to the government interest rates in a given country or currency area (like the Economic and Monetary Union of the EU), for example to offset a position where the Portfolio has sold a bond which has previously had its interest rate risk hedged through the selling of government bond futures. The act of buying the bond future would reverse the original hedge. Selling bond futures reduces interest rate or currency exposure in the same way. Futures will sometimes be used in the Portfolio in combination with other securities. For example, by buying sovereign bonds and selling a duration-weighted amount of government bond futures against those purchases, the Portfolio can take advantage of movements in credit spreads without having exposure to interest rate risk in that market. Similarly the currency risk inherent in buying (for example) a USD denominated sovereign bond can be hedged back to the base currency of the Portfolio (EUR) by selling a currency future. If and when that USD denominated sovereign bond was sold from the Portfolio, the hedge would then need to be offset by buying a currency future. Exchange traded bond futures may be used as a cost efficient alternative to taking outright positions in underlying securities or for hedging specific risk in relation to a Portfolio holding. The amount required to settle any transactions must be held in cash or marketable securities. Any such futures transactions must be used in accordance with the investment objective of the Portfolio and must be deemed by the Investment Manager to be economically appropriate. Profile of a Typical Investor The Portfolio is suitable for investors who are seeking medium term capital growth by investing in the Portfolio, and who are prepared to accept low to medium levels of volatility. This typically means a minimum time horizon of 3-5 years but can be less depending upon individual risk profiles. 6

8 INVESTMENT RISKS Investment in the Portfolio carries with it a degree of risk including, but not limited, to the risks described under Investment Risks in the Prospectus and those referred to below. These investment risks are not purported to be exhaustive and potential investors should review the Prospectus and this Supplement carefully and consult with their professional advisors before making an application for Shares. The Portfolio is subject to market risk, which is the possibility that securities prices overall will decline over short or even extended periods. Securities markets are volatile and tend to move in cycles, with periods of rising prices and periods of falling prices. The volatility in prices means that the value of an investors holding in the Portfolio may go down as well as up and an investor may not recover the amount invested. No assurance can be given that the Portfolio will achieve its stated objective or that the Shareholders in the Portfolio will be protected from the risks inherent in security investment. A risk arises from the fact that the Portfolio may invest in emerging market currencies (up to 10% of the net assets of the Portfolio). As a result, the value of the Portfolio fluctuates with changes in the exchange rates of such currencies to the currencies in which share classes are denominated. Accordingly, the value of the Portfolio will depend on the ability of the Investment Manager to predict, with reasonable accuracy, future exchange rate movements. In particular, it may be more difficult to predict movements in exchange rates with emerging market currencies and, accordingly, the Portfolio is exposed to the risk that such exchange rates may not move in accordance with the Investment Manager's expectations. Exposure to emerging markets assets generally entails greater risks than exposure to well-developed markets, including potentially significant legal, economic and political risks e.g. the risks arising from the fact that legal systems may not have the same certainty and efficiency as more developed markets, the risk of potentially greater economic upheaval and the risk of potentially greater political instability. There may also be additional currency risks arising from the volatility of emerging market currencies, liquidity risks, risks associated with settlement of transactions because of less developed settlement systems, custodial risk and risks associated with different accounting standards which may make it more difficult to assess the potential returns of emerging market assets. The Portfolio may invest in securities that are below investment grade (up to 15% of the net assets of the Portfolio). Such securities can be more volatile than higher rated fixed-income securities, and are subject to a higher degree of default and liquidity risk. Factors adversely affecting the market value of such securities are likely to affect adversely the Net Asset Value of the Portfolio. The Portfolio is subject to legal risk as a result of entering into OTC derivative contracts. The Portfolio faces the risk of loss due to the unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly. An investor should consider his/her personal tolerance for the daily fluctuations of the market before investing in the Portfolio. As the Portfolio is an emerging market fund and as the Portfolio may make substantial investments in sub-investment grade debt securities, investors are advised that an investment in the Portfolio should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. Conflicts of Interest. See General Conflicts of Interest in the Prospectus as to certain conflicts of interest regarding the Custodian, the Administrator and the Investment Manager. In addition, prospective investors should note the following: Possible Additional Investment Vehicles and Clients. The Investment Manager considers the conduct of the Portfolio to be a priority matter and currently intends to devote a significant portion of its business time to the Portfolio. The Investment Manager is permitted, however, to manage other funds and 7

9 accounts. In addition, the Investment Manager will be permitted to enter into other businesses and ventures, including the management of other investment vehicles and advisory clients. The existence of such multiple clients or vehicles in the future may create a number of conflicts of interest, including those described in the Prospectus. Role of Legal Counsel. Counsel to the Portfolio does not purport to represent the separate interests of the Shareholders of the Portfolio and has assumed no obligation to do so. Accordingly, such Shareholders will not have had the benefit of independent counsel in the structuring of the Portfolio or the Company, or in the determination of the relative interests of the Shareholders, the Investment Manager and Directors of the Company. No Distributions. The Portfolio does not anticipate making annual distributions to its Shareholders. See Distribution Policy in the Prospectus. The Company has agreed, in the Investment Management Agreement, to indemnify and exculpate the Investment Manager, as well as the directors, officers, employees, and agents, from any liability for losses or damages arising from its performance under such agreement, except in the case of negligence, wilful default, fraud or bad faith. See Management and Administration Investment Manager in the Prospectus and Investment Manager in this Supplement. In addition, the Company has indemnified the Directors in respect of any loss or damages sustained, except when as a result of such Director s negligence, default, breach of duty or breach of trust with the Company. The Administrator will also be entitled to indemnification from the Company under its Administration Agreement. See Management and Administration The Administrator in the Prospectus. The Custodian will also be entitled to indemnification from the Company under its Custodian Agreement. See Management and Administration The Custodian in the Prospectus. Lack of Participation by Shareholders. Shareholders have no right to participate in the day-to-day operations of the Portfolio. See Management and Administration in the Prospectus. Cash Collateral. Where cash collateral is re-invested it will be subject to the same risks as direct investment as set out in the section of the Prospectus entitled Investment Risks. 8

10 INVESTMENT MANAGER The Company has appointed Rogge Global Partners plc ( RGP ) as the investment manager for all existing Portfolios, with responsibility for all of the investment decisions relating to each Portfolio s investment portfolio. RGP also acts as a distributor of the Portfolio. The address of RGP is Sion Hall, 56 Victoria Embankment, London EC4Y 0DZ. RGP is a majority owned subsidiary of Old Mutual Public Limited Company. RGP was founded in 1984 to manage institutional global bond portfolios, and has been managing collective assets since Total assets under management by RGP as of 30 June 2015 were c.usd 44 billion. The Amended and Restated Investment Management Agreement dated 9 November 2015 between the Company and RGP (the Investment Management Agreement ) provides that in the absence of negligence, wilful default, fraud or bad faith, neither RGP nor any of its directors, officers, members, employees or agents shall be liable for any loss or damage arising directly or indirectly out of or in connection with its performance of its obligations and duties under the Investment Management Agreement. Under the Investment Management Agreement, in no circumstances shall RGP or its directors, officers, members, employees or agents be liable for special, indirect or consequential damages, or for lost profits or loss of business, arising out of or in connection with the performance or non-performance of its duties, or the exercise of its powers, under the Investment Management Agreement. The Company is obliged under the Investment Management Agreement to indemnify and keep indemnified and hold harmless RGP (and each of its directors, officers, members, employees and agents) from and against any and all claims, actions, proceedings, damages, losses, liabilities, demands, costs and expenses (including legal and professional fees and expenses) brought against or directly or indirectly suffered or incurred by RGP (or any of its directors, officers, members, employees or agents) arising out of or in connection with the performance of its obligations and duties and/or the exercise of its powers under the Investment Management Agreement, in the absence of any negligence, wilful default, bad faith or fraud. Under the Investment Management Agreement, RGP is entitled to delegate or sub-contract all or any of its functions, powers, discretions, duties and obligations to any person approved by the Directors and in accordance with the requirements of the Central Bank, provided that such delegation or sub-contract shall terminate automatically on the termination of the Investment Management Agreement and provided further that RGP shall remain responsible and liable for any acts or omissions of any such delegatee or subcontractor as if such acts or omissions were those of RGP. The Investment Management Agreement shall continue in force until terminated by either party thereto on ninety days written notice to the other party or immediately by written notice from either party thereto to the other party if the other party (a) commits any material breach of the Investment Management Agreement or commit persistent breaches of the Investment Management Agreement which is or are either incapable of remedy or have not been remedied within thirty days of a non-defaulting party serving notice requiring the remedying of the default; (b) becomes incapable of performing its duties or obligations under the Investment Management Agreement due to any change in law or regulatory practice; (c) is unable to pay its debts as they fall due or otherwise becomes insolvent or enters into any composition or arrangement with or for the benefit of its creditors or any class thereof; (d) is the subject of a petition for the appointment of an examiner, administrator, trustee, official assignee or similar officer to it or in respect of its affairs or assets; (e) has a receiver appointed over all or any substantial part of its undertaking, assets or revenues; (f) is the subject of an effective resolution for the winding up (except in relation to a voluntary winding up for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the other parties); or (g) is the subject of a court order for its winding up or liquidation. 9

11 SUBSCRIPTIONS Shares in the Portfolio will be available in one Class as provided in the table below. Shares are issued at the appropriate currency equivalent of the Net Asset Value per Share plus any applicable sales charge as described below. Shares shall be available during the respective initial offer periods mentioned in the table below or until such other date as the Directors may determine in accordance with the requirements of the Central Bank (the Initial Offer Period ). Shares will be initially available at a price of EUR10. In order to receive Shares at the close of the relevant Initial Offer Period, a properly completed and signed application form ( Application Form ) must be received at any time from the commencement of the Initial Offer Period up to noon (UK time) on the last Business Day of the Initial Offer Period and subscription monies in cleared funds must be received no later than 5.00 pm (UK time) on the last day of the Initial Offer Period. Shares in the Portfolio in respect of which the Initial Offer Period has closed will be issued at the Net Asset Value per Share plus any applicable sales charge as described below provided that, in order to receive Shares in the Portfolio at their Net Asset Value per Share as of any particular Dealing Day, a properly completed Application Form must be received no later than 12:00 noon (UK time) on the Business Day prior to the relevant Dealing Day. Subscription monies, in cleared funds, must be received by the third Business Day after the relevant Dealing Day. The relevant investor will be liable for all costs incurred by the Portfolio arising from late receipt of that investor s subscription monies. In addition, the Directors have the power to cancel any provisional allotment of Shares if subscription monies are not received by the relevant Business Day, in which case the relevant investor will be liable for all costs associated with such cancellation including all costs or losses incurred in connection with the disposal of investments by the Portfolio. In exceptional circumstances, applications may be accepted after the dealing deadline, at the discretion of the Directors, provided that no applications may be accepted after the relevant valuation point. Amendments to an investor s registration details will only be effected on receipt of original documents. Application Forms and/or subscription monies received after the above deadlines will be held over until the following Dealing Day and any interest accrued thereon will accrue for the benefit of the Portfolio. The Base Currency of the Portfolio is EUR. The specific features, minimum initial subscription amounts, minimum subsequent subscription amounts and the minimum holding amounts for the Shares are as set out in the table below: Share Class Minimum Initial Subscription Amount Minimum Subsequent Subscription Amount Minimum Holding Amount Fixed Rate Initial Period Offer EUR Shares EUR 25,000,000 EUR 500,000 EUR 10,000, % From 1 December 2015 to 31 December 2015 The Directors reserve the right at any time to vary or waive the above minimum amounts with respect to any investor in the Portfolio. 10

12 Application Forms should be sent by post (signed originals) or facsimile (with the original and supporting documentation in relation to money laundering prevention checks to follow by post so as to be received promptly by the Administrator) to the Administrator at the following address: Rogge Funds plc - Rogge Global Bond Fund c/o Citibank Europe plc 1 North Wall Quay Dublin 1 Ireland Facsimile: Attention: Transfer Agency, Third Floor Subscription monies for Shares should be made by electronic transfer to the account specified in the Application Form. 11

13 CONVERSIONS Shareholders in the Portfolio may effect a conversion of Shares in the Portfolio for Shares in any other Portfolio of the Company on any Dealing Day, provided that a properly completed conversion request form, in the form accompanying this Supplement, is received by the Administrator no later than 12:00 noon (UK time) on the Business Day prior to the relevant Dealing Day. In exceptional circumstances, conversion requests may be accepted after the dealing deadline at the discretion of the Directors, provided no such requests will be accepted after the relevant valuation point. Conversion request forms received after the above times will be held over until the following Dealing Day Conversion request forms should be sent by post or facsimile (with the original to follow by post) to the Administrator at the address specified above under Subscriptions. Conversions may be subject to imposition of the sales charge described under Fees and Expenses. 12

14 REDEMPTIONS Shareholders in the Portfolio may effect a redemption of Shares at the Net Asset Value per Share on any Dealing Day, provided that a properly completed and signed redemption request form (the Redemption Request Form ), in the form accompanying this Supplement, is received by the Administrator no later than 12:00 noon (UK time), on the Business Day prior to the relevant Dealing Day. In exceptional circumstances, redemption requests may be accepted after the dealing deadline at the discretion of the Directors, provided that no such requests will be accepted after the relevant valuation point. Redemption Request Forms received after the above times will be held over until the following Dealing Day. Redemption Request Forms should be sent by post (signed original) or facsimile (with the original to follow by post) to the Administrator at the address specified above under Subscriptions. Redemptions will be processed on receipt of faxed instructions only where payment is made to the account of record. Unless otherwise agreed with the Company, redemption proceeds which are paid by way of redemption monies will be sent by electronic transfer within three Business Days of the Dealing Day on which redemption is effected to the relevant Shareholder s account as specified in the Application Form at the Shareholder s risk and expense. The Company and the Administrator will refuse to settle the proceeds of a redemption in the event that the relevant Shareholder has failed to provide the documentation required to complete anti-money laundering checks. The Company may redeem all of the outstanding Shares if the Net Asset Value of the Portfolio does not exceed, or falls below, EUR 10 million on any Business Day. The Company may also redeem the Shares of any Shareholder in the circumstances described under Mandatory Repurchase of Shares in the Prospectus. 13

15 DIVIDEND POLICY The Directors do not at present intend to declare dividends in respect of the Portfolio and accordingly, income and capital gains arising in respect of that Portfolio will be re-invested in the Portfolio and reflected in the Net Asset Value. 14

16 FEES AND EXPENSES The total annual fees and expenses of each Class of EUR Share are capped at 0.13% per annum of the Net Asset Value of the EUR Shares. The above capped rate is hereinafter defined as the Fixed Rate. The Fixed Rate covers costs and expenses associated with the investment management, administration and custody fees (which will be accrued daily and be payable monthly in arrears), sales charges and other fees and expenses incurred in relation to preparing, translating, printing, publishing, and distributing the Prospectus and the Portfolio Supplement, annual and semi-annual reports and other documents to the Shareholders, the costs and expenses of obtaining authorisations or registrations of the Company or of the Portfolio with any regulatory authority in any jurisdiction, and any stock exchange, professional fees and expenses, annual audit fees and Directors fees. Such fees shall accrue daily and be payable monthly in arrears. The Investment Manager will absorb any additional fees, costs or expenses over the relevant Fixed Rate which are set out in the previous paragraph as being covered by such Fixed Rate. The Investment Manager will retain, as its fee, the difference, if any, between the actual cost of operating the Portfolio (other than in respect of the provision of investment management services) and the relevant Fixed Rate. For the avoidance of doubt the Fixed Rate shall be exclusive of the Excluded Expenses described below. Excluded Expenses The Fixed Rate does not include any other expenses not specified above, including, but not limited to, taxes (including withholding tax and stamp duty) on the investments of the Portfolio, any out-of-pocket expenses incurred by any of the service providers on behalf of the Company and such extraordinary or exceptional costs and expenses (if any) as may arise from time to time, such as material litigation in relation to the Company. The excluded expenses include, for the avoidance of doubt, all fees and expenses described in the Fees and Expenses section of the Prospectus and which are not specified above as included within the Fixed Rate. The Portfolio will bear its proportionate share of such excluded expenses. The Investment Manager will also be entitled to be reimbursed by the Company out of the assets of the Portfolio for all reasonable and vouched out-of-pocket expenses incurred by it for the benefit of the Portfolio in the performance of its duties to the Company. SALES CHARGE Shares in the Portfolio may be subject to an up-front sales charge of up to 1% of the subscription amount for such Shares. This sales charge will be payable directly into the assets of the Portfolio and may be retained by the Portfolio or may be paid out to such distributor or distributors as may be appointed by the Company from time to time to assist with the marketing, distribution and sale of Shares in the Portfolio. Investors should note that such charge may also be payable on an exchange of Shares in any other Portfolio of the Company for Shares in the Portfolio. ANTI-DILUTION LEVY Shares in the Portfolio may be subject to an anti-dilution levy. In calculating the subscription amount for the Shares in the Portfolio, the Portfolio may on any Dealing Day adjust the net subscription proceeds by deducting an anti-dilution levy to cover dealing costs and to preserve the value of the underlying assets of the Portfolio. In calculating the redemption proceeds for the Shares in the Portfolio, the Portfolio may on any Dealing Day adjust the net redemption proceeds by deducting an anti-dilution levy to cover dealing costs and to preserve the value of the underlying assets of the Portfolio. 15

17 The anti-dilution levy will be paid to the Portfolio for the benefit of all Shareholders. The anti-dilution levy will be deducted from subscription proceeds and will correspondingly reduce the number of Shares purchased by the investor or will be deducted from redemption proceeds and will correspondingly reduce the amounts received by a Shareholder upon redeeming its Shares from the Portfolio. The anti-dilution levy may be applied on a Class basis where the costs are attributable to that Class (e.g. dealing costs related to hedging transactions which are attributable to a Class). OPERATIONAL COSTS AND EXPENSES The Portfolio will also bear certain other costs, charges, fees and expenses incurred in its operation, and a proportionate share of the Company's corporate secretarial fees, as described in the Fees and Expenses section of the Prospectus including the cost of establishment of the Portfolio. 16