Rulebook on Main and Feeder Alternative Investment Funds (Official Gazette Nos. 25/19 and 15/20 – Unofficial Consolidated Text)

Croatian Financial Services Supervisory Agency (HANFA), 10000 Zagreb, Franje Račkoga 6, P.O. Box 164, Croatia t: 01 6173 200, f: 01 4811 507, e: info@hanfa.hr, OIB: 49376181407, MB: 02016419, w: www.hanfa.hr RULEBOOK ON MAIN AND FEEDER ALTERNATIVE INVESTMENT FUNDS (Official Gazette, Nos. 25/19 and 15/20 – Unofficial Consolidated Text)

General Provisions Article 1. This Rulebook prescribes the establishment of main and feeder AIFs, their investments, and their operational methods.

Establishment of a Feeder AIF Article 2. (1) The AIFM must submit an application to HANFA for the issuance of approval for the establishment of a feeder AIF. (2) In addition to the documentation prescribed by the Rulebook on the issuance of approval for the establishment and management of AIFs, the application for the issuance of approval for the establishment of a feeder AIF must be accompanied by:

1. the rules of the feeder and main AIFs, and the prospectus, where applicable;
2. an information exchange agreement between the AIFMs of the main and feeder AIFs pursuant to Article 8, or internal operating rules pursuant to Article 9 of this Rulebook;
3. an information exchange agreement between the depositaries of the feeder and main AIFs pursuant to Article 10 of this Rulebook, where applicable;
4. an information exchange agreement between the auditors of the feeder and main AIFs pursuant to Article 12 of this Rulebook, where applicable;
5. when the main AIF has its registered office or is established in another Member State, a certificate from the competent authority of the main AIF confirming that it meets the following conditions: a) it is not itself a feeder AIF, and b) it does not invest assets in shares of the feeder AIF;
6. the text of the notice to shareholders pursuant to Article 7 of this Rulebook, where applicable. (3) HANFA shall issue approval for the establishment of a feeder AIF if it establishes that the applying AIFM, the feeder AIF, its depositary and auditor, as well as the main AIF, meet all conditions stipulated by the Act and this Rulebook. (4) The provisions of Articles 209 and 211, or Articles 108 and 109 of the Act, apply mutatis mutandis to the procedure and conditions for issuing approval for the establishment of a feeder AIF, depending on whether the feeder AIF is established as an AIF with legal personality or without legal personality. (5) If the feeder AIF is established as a public offer AIF, then the main AIF may also be only a public offer AIF. (6) The documentation from this Article may be submitted by the AIFM to HANFA in the manner and in accordance with the Technical Instruction for using the web form entry service and electronic document submission, and the Instructions for completing web forms for AIFMs. (7) The AIFM is deemed to have submitted the documentation from this Article at the moment when the documentation is recorded on the server for sending such documentation.

Reorganization of an AIF into a Feeder AIF and Change of Main AIF Article 3. (1) For the reorganization of an AIF into a feeder AIF, the AIFM is obliged, in accordance with Article 210(1) of the Act, to notify the Agency of all significant changes in documents and conditions under which approval for the establishment and management of the reorganizing AIF was issued, particularly regarding significant changes in documents and data submitted with the application for approval. (2) Along with the notification from paragraph 1 of this Article, the AIFM is obliged to submit the documentation prescribed in Article 2(2) of this Rulebook. (3) The assessment of proposed changes by HANFA is subject to the provisions of Article 210(2) and (3) of the Act. (4) Exceptionally from paragraphs 1–3 of this Article, for the reorganization of an open public offer AIF and a closed non-legal entity public offer AIF into a feeder AIF, the AIFM must submit an application for approval of material changes to the prospectus and rules, in accordance with Article 164(2) of the Act. (5) The provisions of this Article apply mutatis mutandis to the change of the main AIF.

Start of Investments by Feeder AIF in Main AIF Article 4. The investment of the feeder AIF into the main AIF may not begin until:

1. the information exchange agreement concluded