2024-01-25
The Financial Supervision Commission issued this Ordinance to establish detailed regulatory requirements for the operation of collective investment schemes, management companies, national investment funds, and alternative investment fund managers. It mandates specific contractual obligations between investment companies and their managers or depositaries, while strictly defining liquidity standards and asset eligibility criteria to ensure schemes can meet redemption requests. The regulation further outlines rigorous procedures for asset valuation, risk management, and the use of derivative instruments to protect investor interests and maintain market stability.
ORDINANCE No. 44 of 20.10.2011 on the requirements to the activity of collective investment schemes, their management companies, national investment funds, alternative investment funds and alternative investment fund managers (Title amended – State Gazette, No. 63 /2016; supplemented No. 55 /2022) Prom. – State Gazette, No. 85 / 01.11.2011, effective from 01.11.2011; amended No. 52 / 10.07.2015, amended and supplemented No. 63 / 12.08.2016, amended and supplemented No. 55 /15.07.2022, amended and supplemented No. 36 / 21.04.2023, amended and supplemented No. 38 / 28.04.2023. Adopted by Decision No. 129-H of 20 October 2011 of the Financial Supervision Commission Chapter One GENERAL PROVISIONS Art. 1. (Amended in full - State Gazette No. 63 /2016; amended and supplemented, No. 55 /2022) (1) This ordinance sets out:
company's activity; 2. description of the means and procedures, by which the management company shall have access to the essential information necessary to perform its obligations; 3. description of the procedures, by which the investment company may review the management company's activity with regard to regulatory and contract obligations; 4. the rules for effective prevention and/or resolving of conflicts of interest between them; 5. (amended – State Gazette, No. 63 /2016) the investment company's obligation to give the depositary consent for immediate encashment, and also to send a copy of said consent to the management company; 6. the option for the investment company to authorize the management company to participate in general meetings of the issuers in whose financial instruments the investment company has invested its assets; 7. the necessary conditions for replacement of the management company and the procedure for sending the entire essential information to the new management company; 8. the conditions and procedure of issuing (sale) and redemption of shares of the open-end investment company through the management company, and also for delegation of these functions by the management company to a third person; 9. the conditions and procedure of administration of the investment company's shares, including legal and accounting services with regard to the management of assets, information requests by investors, evaluation of assets and liabilities, and calculation of net asset value, control of compliance with legal requirements and internal rules, distribution of dividends, compliance with contracts, keeping of accounting; 10. rules for control by the investment company over expenses made by the management company with regard to regulatory and contract obligations; 11. the duration of the contract, if any, as well as the conditions and procedure of amending, cancellation, and termination of the contract, including in cases where the management company has notified the investment company about a decision made by the management company for conversion, starting an insolvency procedure, or termination of the contract, and also when the management company's license is withdrawn. Section II Content of the management company's contract with the depositary (Title amended – State Gazette, No. 63 /2016) Art. 3. (Amended – State Gazette, No. 63 /2016; amended completely, No. 55 /2022) The written contract under Art. 35a, para. 2 of the Collective Investment Schemes and Other Undertakings for Collective Investments Act (CISOUCIA) must contain the elements under Art. 2 of Commission Delegated Regulation (EU) 2016/438 of 17 December 2015 supplementing Directive 2009/65/EC of the European Parliament and of the Council with regard to obligations of depositaries (OJ, L 78/11 of 24 March 2016). Art. 4. (Amended – State Gazette, No. 63 /2016; revoked No.55 /2022) Art. 5. (Amended – State Gazette, No. 63 /2016; revoked No.55 /2022) Art. 6. (Amended – State Gazette, No. 63 /2016; revoked No.55 /2022) Art. 7. (Amended and supplemented – State Gazette, No. 63 /2016; revoked No.55 /2022) Section III The collective investment scheme's liquidity and additional requirements for securities, money market instruments, and other assets under Art. 38 of CISOUCIA. Art. 8. (Sup. – State Gazette, No. 63/2016) (1) The collective investment scheme must invest in liquid transferable securities and other liquid financial assets under Art. 38 CISOUCIA, and also maintain an assets and liabilities structure allowing it to perform at any given time its obligations for redemption of units. (2) The management company must comply with the requirement of para. 1 for each collective investment scheme it manages, and also must not expose the collective
investment scheme to risks which do not correspond to its risk profile. (3) (new - State Gazette, issue 63 /2016) The management company of an exchange-traded fund notifies the Deputy Chairperson about the applicable ways it shall use to ensure the fund's liquidity, and also about every decision to change them. (4) (new - State Gazette, issue 63 /2016) In the event that the methods of ensuring liquidity under Art. 3 do not permit, where necessary, to perform the obligation for redemption of units, the Deputy Chairperson shall require their correction within a 14-day term from notification. (5) (new - State Gazette, issue 63/2016) Paragraph 4 is not applied where a permission to use a loan is issued in the manner of Art. 54. Art. 9. (1) The management company adopts rules for maintaining and management of liquidity for each collective investment scheme it manages. The rules indicate the principles and management methods, as well as the rights and obligations of persons responsible for managing, accounting, and internal control over liquidity. The rules are presented to the Commission within a 7-day term of their adoption, respectively of their amendment. (2) If the presented rules under para. 1 do not guarantee maintaining of liquidity, the Deputy Chairperson in charge of the "Investment activity supervision" department, referred to further as "Deputy Chairperson", gives mandatory instructions for amendment to the rules. Art. 10. (Amended – State Gazette, No. 63 / 2016) (1) (Amended – State Gazette, No. 63/2016) The management company must constantly monitor the liquidity of every collective investment scheme it manages. (2) (Amended – State Gazette, No. 63/2016) Pledged assets or those with other limitations to their use by the collective investment scheme are not considered liquid. Art. 11. (Amended and supplemented – State Gazette, No. 55/2022). (1) The transferable securities, in which the collective investment scheme may invest, must comply with the following conditions:
at its disposal information leading to a different conclusion. (3) As transferable securities under Art. 38 of CISOUCIA are considered also the shares/units of an investment company, mutual fund, or a closed-end unit trust, if:
have at its disposal information leading to a different conclusion. Art. 14. (1) Money market instruments under Art. 38, para. 1, item 9 of CISOUCIA, which are different from those traded on a regulated market, but the issue or issuer of which are regulated for the purposes of protecting the investors and savings, must comply with the following conditions:
meet at least one of the requirements under Art. 12, para. 1, and all requirements under Art. 13, para. 1-3.
are freely transferable and there is available suitable information about them, including information needed to perform a suitable evaluation of credit risks associated with investments in them, taking into account the requirements under para. 2-4. (2) For money market instruments under Art. 38, para. 1, item 9 of CISOUCIA, items "b" and "d", for money market instruments under Art. 38, para. 1, item 9 of CISOUCIA, item "a", which are issued by regional or local authorities in the Republic of Bulgaria or another Member State, or by a public international organisation, of which at least one Member State is a member, but which are not guaranteed by a Member State, and also in the cases of a federal state, which is a Member State - by one of the members of the federal state, information is considered suitable under para. 1, item 2, if the following are present:
information on the issue or the issue program, and also about the legal and financial state of the issuer before issuing the instrument on the money market;
update of the information under item 1, which is done at least once a year and at any important event;
verification of the information under item 1, done by suitably qualified third parties, which are independent from the issuer;
reliable statistical data on the issue or issue program. (3) For money market instruments under Art. 38, para. 1, item 9, item "c" of CISOUCIA, suitable information under para. 1, item2 is considered available where the following are present:
information on the issue or the issue program, or on the legal and financial state of the issuer before issuing the money market instrument;
update of the information under item 1, which is done at least once a year and at any important event;
reliable statistical data on the issue or the issue program, or other data allowing performing a suitable evaluation of credit risks associated with investments in such instruments. (4) For money market instruments under Art. 38, para. 1, item 9, item "a" of CISOUCIA, other than those listed in para. 2 and those issued by the European central bank, by the Bulgarian national bank, or by a central bank of another Member State, information about the issue or the issue program, or about the legal and financial state of the issuer prior to issuing the instrument is considered suitable under para. 1, item 2. Art. 15. (Sup. – State Gazette, No. 55/ 2022) The person under para. 1, item 9, item "c" of CISOUCIA, which is subject to and complies with rules adopted by the corresponding competent authority, which are at least as strict as the requirements established by the law of the European union, must be an issuer, which is subject to and complies with the rules for prudential supervision, and which also meets one of the following conditions:
must have a seat in a country belonging to the European economic area; (2) must have a seat in a country, which is a party to the Agreement for the organisation of Economic Cooperation and Development belonging to the Group of ten;
must have a certain credit rating no lower than investment, awarded by a credit rating agency registered or certified under Regulation No. 1060/2009 of the European parliament and of the Council of 16 September 2009 on credit rating agencies (OJ L 302/1 of 17 November 2009), referred to further as "Regulation (EC) No. 1060/2009";
the Commission can prove, on the basis of in-depth analyses of the person, that the prudential rules it complies with are as strict as the requirements established by the law of the European union. Art. 16. (Amended – State Gazette, No. 55 / 2022) (1) (Revoked – State Gazette, No. 55 /2022) (2) The bank line for providing liquidity is a bank facility provided by an institution meeting the requirements under Art. 38, para. 1, item 9, item "c" of CISOUCIA. Art. 17. (1) Derivative financial instruments under Art. 38, para. 1, item 7 and 8 of CISOUCIA are liquid if their underlying assets consist of one or more of the following:
assets listed in Art. 38, para. 1 of CISOUCIA, incl. financial instruments having one or more features of these assets;
interest rates;
currency or exchange rates;
financial indices. (2) OTC derivative instruments shall also meet the requirements under Art. 38, para. 1, item 8, items "b" and "c" of CISOUCIA; Art. 18. (1) Derivative financial instruments under Art. 38, para. 1, item 7 and 8 of CISOUCIA shall include instruments meeting the following criteria:
allowing the transfer of credit risk of underlying assets under Art. 17, para. 1, item 1 independently of other risks associated with the asset;
delivery or transfer, including via monetary payment, of assets other than those under Art. 38, para. 1 and 2 of CISOUCIA cannot be performed through them; 3 meet the criteria for OTC derivative instruments under Art. 38, para. 1, item 8, items "b" and "c" of CISOUCIA, and para. 2 and 3;
the risks associated with them are accordingly encompassed by the rules for risk management of the collective investment scheme, and also by the mechanisms for internal control in the events of risk of asymmetry of information between the collective investment scheme on one side, and the counterparty for a derivative financial instrument for transfer of credit risk, on the other, arising from the counterparty's potential access to internal/ nonpublic information on the companies, the assets of which are underlying assets for the derivative financial instrument for transfer of credit risk. (2) The fair value of derivative financial instruments under Art. 38, para. 1, item 8, item "c" of CISOUCIA is the price, at which the assets may be exchanged, and the liabilities for them may be repaid, between well informed independent parties to a transaction who have expressed their consent. (3) The reliable and verifiable evaluation of derivative financial instruments under Art. 38, para. 1, item 8 of CISOUCIA corresponds to the fair value under Art. 2, whereas it is not based solely on market quotes from the counterparty and meets the following criteria:
the basis for evaluation is a reliable and current market price of the instrument, and in the events where such price is not available, the evaluation is made based on a pricing model using a suitable commonly used methodology;
verification of the valuation is done in one of the following ways: a) by a suitable third party independent of the counterparty in the transaction with the derivative financial instrument traded on OTC markets, which performs verification with sufficient frequency and in a manner allowing the collective investment scheme to verify the correctness of evaluation; b) by a business unit of the management company which manages the collective investment scheme having at its disposal the necessary human and technical resources and independent of the department managing the assets. (4) Liquid financial assets under Art. 38, para. 1, item 8 of CISOUCIA do not include derivative financial instruments with goods as underlying asset. (5) The additional liquid assets under Art. 38, para. 4 of CISOUCIA include the monetary
funds in the collective investment scheme's register. Art. 19. (Amended – State Gazette, No. 55/2022). (1) The collective investment scheme may invest in derivative financial instruments with financial indices as underlying asset under Art. 38, para. 1, item 7 and 8 of CISOUCIA, if the financial indices meet the following requirements:
(2) The index composition is sufficiently diversified, if it complies with the rules for risk diversification under Art. 46 of CISOUCIA and Art. 19. (3) The index represents an adequate benchmark if the person maintaining the index uses recognized methodology, which generally does not lead to the exclusion of a major issuer on the market that the index applies to. (4) The index is published in a suitable manner, if the following conditions are met:
rebalancing methodologies, changes to the index and data on any operational difficulties in providing timely or accurate information. The index calculation methodologies should not lack important parameters or elements to be considered by investors to replicate the financial index. This information should be readily available and free of charge to investors and prospective investors. Index performance information is provided free of charge to investors. (9) The collective investment scheme cannot invest in financial indices that do not publish their components together with the corresponding weighting coefficients. The information under sentence one is readily available and free of charge to current and prospective investors. Weighting factors may be published after each retroactive rebalancing. The information under sentence three covers the previous period after the last rebalancing and includes all levels of the index. (10) The collective investment scheme does not invest in financial indices whose methodology for the selection and rebalancing of the components is not based on a set of predetermined rules and objective criteria. (11) The collective investment scheme does not invest in financial indices whose provider accepts payments from potential index components for inclusion in the index. (12) The collective investment scheme does not invest in financial indices whose index calculation methodology allows for retrospective changes to previously published index values (“backfilling”). (13) The collective investment scheme shall apply due documented care to the quality of the index, taking into account whether the methodology for calculating the index includes an adequate explanation of the weighting coefficients and the classification of the components based on the investment strategy and whether the index represents an adequate benchmark. Due diligence should also cover issues related to the components of the index. The collective investment scheme should also assess the availability of information about the index, including:
the accounting rules of the Member State of origin of the collective investment scheme. Art. 23. (Amended – State Gazette, No. 63/ 2016) (1) Accounting policies and procedures include the rules for evaluation of assets and liabilities of the collective investment scheme, and also the system of organisation of this activity, and are based on:
the use of a unified and consistent system for evaluation of assets in the portfolio of the scheme;
a reliable system for collection of information necessary to establish the net asset value – information sources;
rules to avoid conflicts of interest and to ensure protection against the disclosure of internal information;
due documentation of decisions associated with establishing the net asset value, including with attaching of the corresponding documents to the minutes with decisions taken;
availability of technological and programme support for the calculation of net asset value;
a system for storage and protection of documentation associated with establishing the net asset value, on a durable medium. (2) (Amended – State Gazette, No. 63/2016) Information on the rules for calculation of net asset value, their application, as well as other data, on the basis of which net asset value is calculated, is stored under the conditions and in the manner of chapter one, section three of the Accounting act. Art. 24. (Amended in full - State Gazette No. 63/2016) (1) In management of activity and where the calculation of the issue value and the redemption price of the collective investment scheme, and also of the indicative net asset value of an exchange-traded fund is assigned to it, the management company must adhere to the rules for calculation of net asset value. (2) The depositary guarantees that the value of units of the collective investment scheme is calculated by the management company in accordance with the law and rules for calculation of net asset value of the managed collective investment scheme. In cases under para. 1 and in accordance with Art. 21, para. 2 of CISOUCIA, the depositary must monitor compliance with the rules for calculation of net asset value of collective investment schemes by the management company. (3) If assigned with a contract to do so, the depositary must calculate the issue value and the redemption price of units of the collective investment scheme, and also the indicative net asset value of the exchange-traded fund in accordance with the rules for calculation of the net value of its assets. (4) Where calculation of the indicative net asset value of the exchange-traded fund is assigned under a contract with the management company of the operator of the regulated market, on which the units of the exchange-traded fund are traded, the indicative net asset value is calculated by the operator of the regulated market. Art. 25. (Amended – State Gazette, No. 63 /2016 (1) (Amended completely -State Gazette No. 63/ 2016) Evaluation of assets and liabilities of the collective investment scheme is performed in accordance with the International accounting standards under § 1, item 8 of the supplementary provisions of the AA. (2) Evaluation of the assets of the collective investment scheme is made at initial recognition, and at subsequent evaluation – by fair value. Art. 26. (Sup. – State Gazette, No. 63 /2016; amended No. 55 / 2022) (1) (Revoked – State Gazette, No. 55 /2022) (2) (Supplemented – State Gazette, No. 63 /2016; amended No. 55/2022) The fair value of securities and money market instruments issued by the Republic of Bulgaria, as well as those issued by another Member State and third country, traded in trading venues on an active market is established:
(amended – State Gazette, No. 55/2022) by the "buy" price at closing of the market on the day of evaluation announced in an electronic system for pricing information;
(amended – State Gazette, No. 55/ 2022) by the "buy" price at closing of the market for the last business day announced in an electronic system for pricing information in the event that the place for trade does not work on the day of evaluation;
(repealed – State Gazette, No. 55 /2022) Art. 27. (Amended – State Gazette, No. 55/2022) Fair value of transferable securities and money market instruments admitted to or traded in trading venues on an active market is made:
by price at closing or another analogous indicator announced publicly as of the day of evaluation by trading venues;
by price at closing or another analogous indicator announced publicly as of the day of evaluation by trading venues, at which, for the corresponding day, the largest volume of transferable securities and money market instruments is traded, in the cases where these are admitted to trading on more than one trading venue;
(amended – State Gazette, No. 55 /2022) at the closing price or other similar indicator made public by trading venues for the last business day, if the trading venue is not open on the day to which the evaluation is carried out. Art. 28. (1) Fair value of units of collective investment schemes which have acquired a permit to pursue activity under Directive 2009/65/EC of the European parliament and of the Council, and/or of other undertakings for collective investment under Art. 38, para. 1, item 5 of CISOUCIA is established according to the last announced redemption price. (2) In the cases of temporary suspension of redemption of units of the collective investment scheme, their subsequent evaluation is performed either by last established and announced redemption price, or by fair value per unit. Art. 29. Fair value of deposits in banks, funds in the cash register, and short-term receivables is established as of the day of evaluation as follows:
term and sight deposits, funds in the cash register - by nominal value;
short-term receivables that do not have a fixed interest rate or income – at their cost;
short-term receivables that have a fixed interest rate or income – at their cost. Art. 30. (1) Fair value of financial instruments of the collective investment scheme at inactive market is established by using evaluation techniques. (2) Evaluation techniques include the use of prices from recent and fair market transactions between informed and willing parties, report of the present fair value of another asset, which is equivalent to a significant degree, and commonly used methods. Art. 31. (Amended – State Gazette, No. 55 /2022. (1) Fair value of transferable securities and money market instruments admitted to or traded on trading venues, in the event that no transactions are concluded with them on the day of evaluation, is established by price at closing or another analogous indicator publicly announced by places for trade for the most recent day from the 30-day period preceding the day of valuation. (2) The fair value of transferable securities and money market instruments admitted to or traded on trading venues, in cases where trading is not conducted on trading venues on business days for the country, is the closing price for the day of the last trading session, preceding the day of the valuation. In the event that there are no transactions concluded on the day of the last trading session preceding the day of the valuation, the fair value of these instruments is determined by the closing price or another similar indicator made public by trading venues for the nearest day of the 30-day period preceding the day of the valuation. When evaluating bonds and other forms of securitized debt (debt securities), the accrued interest for the relevant days is also taken into account. Art. 32. (Sup. – State Gazette, No. 55 /2022. If the financial instruments cannot be evaluated in accordance with the indicated techniques for evaluation under Art. 31, one of the following methods is applied for their evaluation:
for assets under Art. 26, the method of comparable prices for financial instruments with similar payment terms, maturity, and liquidity is applied, or other commonly used methods
determined in the rules for calculation of the net asset value; 2. for shares of companies and other securities equivalent to shares, the method of discounted future net cash flows, the method of net value of assets, the method of market multipliers of analogous companies, or other commonly used methods are applied, as determined in the rules for calculation of the net asset value. The selected method or combination of methods, including the sequence, in which they are used, is established in the statute, respectively the rules of the collective investment scheme, and are described in detail in the rules for establishing the net asset value; 3. for bonds and other forms of securitised debt (debt securities), the method of discounted future net cash flows is applied, or other commonly used methods determined in the rules for calculation of the net asset value; 4. money market instruments are evaluated based on nominal value, accrued interest and capital profit/ loss as of the moment of evaluation, or on other commonly used methods determined in the rules for calculation of the net asset value. 5. (New - State Gazette No. 55/2022) for the fair value of financial instruments of companies that have been declared bankrupt, a coefficient of zero is used, accordingly, it is assumed that their fair value is zero. Art. 33. The fair value of other financial instruments under Art. 38 of CISOUCIA besides those under Art. 26-28 is determined in the manner of Art. 27, respectively Art. 31, or by commonly used evaluation methods indicated in the rules for establishing the net asset value. Art. 34. The management company continuously monitors the net asset value for each collective investment scheme managed by it. Art. 35. Financial assets denominated in foreign currency are recalculated in their leva equivalent established in accordance with the central exchange rate of the Bulgarian national bank, valid for the day the evaluation applies to. Section V Risk Management Art. 36. (Amended – State Gazette, No. 55/ 2022) (1) The management company, acting at the expense of a collective investment scheme, develops, adopts, and applies suitable written internal rules for risk management for each scheme it manages, with the aim for continuous monitoring and risk evaluation of each item in its portfolio and the effect of that item on the entire portfolio's risk profile. (2) (Amended – State Gazette, No. 55 of 2022) The internal risk management rules shall lay down effective risk identification procedures by means of which the management company may, for each managed collective investment scheme, assess the extent to which the relevant collective investment scheme is exposed to market risk, liquid risk, sustainability risks and counterparty risk, as well as any other risks, including operational risks, which may be material to the relevant collective investment scheme. (3) The risk management rules under para. 1 shall be adopted by the management body of the management company. The internal rules for risk management of the open-end investment company shall be approved also by its board of directors. (4) The management body of the management company monitors compliance with the rules for risk management and actively participates in the process of its management. (5) For compliance with the provisions under para. 4, the management body of the management company notifies periodically, but no less than once per calendar quarter, the board of directors of the open-end investment company. Art. 37. (1) The internal rules for risk management must be comprehensive and corresponding to the nature, scale, and complexity of the activity of the managed collective investment scheme. The rules must at least contain: The rules must contain at least:
1, the management company adopts changes to the rules where necessary. (2) Changes to the rules shall be submitted for approval to the Commission by the management company for the mutual funds managed by it, and by the open-end investment company in the manner of Art. 18, para. 2-6 of CISOUCIA. Art. 40. (1) In order to achieve effective monitoring and management of operating risk, the management company adopts rules for internal organisation, with clearly defined and transparent levels of responsibility, including between the persons participating in the risk management process. (2) The rules for risk management under Art. 36, para. 1 shall establish the conditions, content, and frequency of reporting of the permanent risk management business unit before the board of directors, before senior management, and, where appropriate, before the persons or the body performing supervisory functions. Art. 41. (Supplemented – State Gazette, No. 63 /2016; supplemented No. 55/ 2022. (1) In order to apply the rules for risk management, the management company creates a permanent business unit for risk management and ensures its activity. (2) Employees from the permanent risk management business unit must have a suitable qualification to perform their assigned activities. (3) The permanent risk management business unit must be hierarchically and functionally independent of the operating units. (4) The management company may not apply the requirement of para. 3 in view of the nature, scale and complexity of its activity and the collective investment schemes managed by it. In this case, the management company shall prove that it has taken the necessary measures against conflicts of interest, in order to ensure the independent functioning of the permanent risk management unit, and also to guarantee that the risk management activities are in compliance with the requirements of Art. 40-44 of CISOUCIA. (5) (new - State Gazette, issue 63/ 2016) The risk management function can be delegated to a third party in compliance with the requirements of Art. 106, para. 1-2 and 5-6 of CISOUCIA. (6) (new - State Gazette, issue 55 /2022) When the management company delegates portfolio management functions of a collective investment scheme to a third party, it should ensure that the third party complies with the independence requirements under Art. 45 years, with a view to preventing dependence and excessive influence from the stress tests carried out by the third party. Art. 42. (1) The permanent risk management business unit performs the following functions:
limits, thus ensuring that suitable and timely actions are taken; 7. performs a review and supports the organisation and procedures for evaluation of OTC derivatives under Art. 49. (2) The management company provides the permanent risk management business unit with the corresponding authorizations and access to the entire information necessary to perform its functions under para. 1. Art. 43. (Amended – State Gazette, No. 63 /2016; amended and supplemented, No. 55/ 2022) (1) The management company, acting at the expense of a collective investment scheme, discloses publicly at least once a year information with the following content:
thresholds for each collective investment scheme, which: a) ensures compliance with the risk profile of the scheme; b) indicates the measures applied to manage and control the corresponding risks for each collective investment scheme, taking into account all essential risks established in accordance with Art. 37; 5. guarantees that for each collective investment scheme the present risk level corresponds to the level established by the system for internal risk limits under item 4; 6. establishes, applies, and maintains suitable procedures ensuring the taking of timely corrective measures in the best interest of the unitholders, in the event that foreseen/ foreseeable breaches of the system for internal risk limits under item 4 occur. (4) Internal risk limitation thresholds under para. 3, item 4 shall be established at levels below the regulatory thresholds under CISOUCIA and the present ordinance. Crossing of each threshold shall be documented by the risk management business unit and shall be reported to the management body of the management company to take corrective actions. Art. 45. (Supplemented – State Gazette, No. 63 /2016; amended and supplemented, No. 55 /2022; supplemented issue 36/2003) (1) The management company applies suitable procedures for management of liquidity risk of each collective investment scheme in order to ensure compliance with the requirements under Art. 21 of CISOUCIA. (2) The management company performs stress tests where necessary allowing them to evaluate the collective investment scheme's liquidity risk in extraordinary circumstances. (3) (new - State Gazette, issue 55 /2022) The management company can perform a liquidity stress test every three months or more often, or when necessary, and the reasons for determining a lower or higher frequency are indicated in the policy under Art. 45b, para. 1. (4) (new - State Gazette, issue 63 /2016; amended No. 55 /2022; supplemented issue 36 of 2023) When determining the frequency of performing liquidity stress tests, the management company takes into account the liquidity of the collective investment scheme and its assets, the factors described in item 27 of the Guidelines on liquidity stress tests in UCITS and AIFs (ESMA34- 39-897), and the frequency of liquidity stress tests should be adapted to the type and characteristics of the collective investment scheme, without adopting a universal approach to all managed funds. (5) (Previous para. 3 - State Gazette No. 55/2022) The management company manages liquidity risk of the investments of each collective investment scheme managed by it in a way that corresponds to the redemption policy established in the fund's rules, respectively the scheme's statute or prospectus. (6) (new - State Gazette No. 63 /2016; previous paragraph 5, supplemented No. 55 / 2022) Within 30 days after completing the performed stress tests under para. 3 and Art. 44, para. 3, and item 3, the management company notifies the Deputy Chairperson about their results, and also about the actions taken to amend the policy under para. 1, where necessary. Art. 45а. (New - State Gazette No. 55 of 2022) (1) A management company of a money market fund conducts stress tests in compliance with the requirements of Art. 28 of Regulation (EU) 2017/1131 of the European Parliament and of the Council of 14 June 2017 on money market funds (OJ, L 169/8 of 30 June 2017) (Regulation (EU) 2017/1131), being guided by the general reference parameters for the scenarios to be included in the stress tests, defined in the Guidelines for the scenarios used in the stress tests, according to Art. 28 of the Regulation on Money Market Funds (ESMA34-49-115). (2) The scenarios for the stress tests of a money market fund need to examine the impact of the various factors specified in Art. 28(1) of Regulation (EU) 2017/1131, both with respect to the portfolio or its net asset value and with respect to the management company's ability to fulfill all redemption orders. (3) When performing the stress tests, the management company should comply with, in
addition to those listed in Art. 28, paragraph 1 of Regulation 2017/1131 factors, as well as with all other relevant factors, taking into account the specific features of the managed money market fund. (4) The money market fund management company conducts scenarios of varying degrees of complexity that combine all relevant factors, and does not have to conduct only separate stress tests for each factor. (5) The results of the played common reference scenarios for stress tests under Art. 28 of Regulation (EU) 2017/1131 are reflected in the template constituting an annex to Commission Implementing Regulation (EU) 2018/708 of 17 April 2018 laying down implementing technical standards with regard to the template to be used by managers of money market funds when reporting to competent authorities as stipulated by Article 37 of Regulation (EU) 2017/1131 of the European Parliament and of the Council (OJ, L 119/5 of 15 May 2018). Art. 45b. (New - State Gazette No. 55 / 2022) (1) The policy for conducting liquidity stress tests of the collective investment scheme that the management company adopts and implements shall include at least the following:
liquidity stress test models that specify the following: a) the risk factors that may affect the liquidity of the collective investment scheme; b) the types of scenarios to be used and their degree of severity; c) the various results and indicators to be monitored based on the results of the liquidity stress test; d) the reporting of liquidity stress test results, management performance and metrics; e) how the results of the liquidity stress test are used by risk management, portfolio management and the management company;
defining the role of senior management in the process;
administrative units and management functions engaged and responsible for its implementation;
the interaction with other liquidity risk management procedures, including contingency plans and the portfolio management function;
a requirement for regular internal reporting of liquidity stress test results, specifying the frequency of reporting and the recipients of the report;
periodic review and documentation of the results of the implementation of the liquidity stress test policy and policy amendment procedure when required by the review;
the circumstances that require intensive measures, including in case of violation of liquidity restrictions/thresholds;
initial validation of liquidity stress test models and the assumptions justifying them, which should be carried out independently of portfolio management;
the types and severity of stress test scenarios used and the reasons for their selection;
the assumptions used related to the presence of the scenarios, their justification and the frequency of their revision;
the frequency of performing liquidity stress tests and the reasons for choosing this frequency;
asset liquidation methods, including limitations and assumptions used. (2) When a common policy is created for several collective investment schemes under para. 1, it explicitly states the funds to which it is applicable. (3) The management company ensures that the liquidity stress test is tailored to the risk profile of each collective investment scheme, uses a wide range of scenarios that appropriately covers the diversity of risks, takes into account the main factors of liquidity risk and provides information enabling follow-up actions by the management company. Art. 45c. (New - State Gazette No. 55 of 2022) (1) The management company takes into account the liquidity stress test for each collective investment scheme as appropriate, taking into account:
the types and severity of scenarios used to create adverse conditions must be sufficiently severe but realistic and based on the liquidity risks arising from the assets and liabilities of the collective investment scheme's balance sheet and its overall liquidity profile;
assumptions regarding investor behavior (gross and net redemptions) and liquidation of assets;
the complexity of the liquidity stress test model, which must take into account the investment strategy of the collective investment scheme as a whole, the composition of the portfolio, the liquidity management tools and the use of effective portfolio management techniques;
a stress test of the liquidity of an exchange-traded fund takes into account its features, the role of authorized participants, redemption models and reproduction models;
the risks associated with investments in less liquid assets and liabilities. (2) When performing a liquidity stress test, hypothetical and historical scenarios should be used and, when appropriate, reverse stress testing. When using reverse stress testing, an asset liquidation process should be simulated that reflects how the management company would liquidate assets during a period of extreme market stress. Reverse stress testing should consider the treatment of remaining as well as redeeming unitholders, as well as the role of transaction costs and whether or not emergency selling prices will be accepted. (3) Collective investment schemes whose investment strategies expose them to lowprobability but potentially high-impact risks should pay particular attention to the use of reverse stress testing to assess the effects of an extraordinary market event on their liquidity profiles. (4) The provisions of Art. 41, para. 6 and Art. 45b apply to money market funds without prejudice to Regulation (EU) 2017/1131 and ESMA's guidelines applicable exclusively to money market funds, which are of greater weight in case of possible conflicts. (5) The management company may perform a liquidity stress test for several collective investment schemes at the same time when it deems it appropriate for those collective investment schemes by applying the same liquidity stress test to more than one collective investment scheme with similar strategies and exposures. Art. 45d. (New - State Gazette No. 55 /2022) The management company shall take the necessary measures against the occurrence of a conflict of interest in order to ensure the independent functioning of the risk management unit, including the portfolio management function, in connection with conducting liquidity stress tests; such measures include the following:
preventing other parties, such as portfolio management personnel or third parties to whom portfolio management functions are delegated, from being allowed to exercise undue influence over the performance of liquidity stress tests, including reliance on liquidity-related decisions of assets;
managing information about stress tests so that, if the information is shared with a client, it would not conflict with the management company's duty to treat all investors fairly in the way it discloses information about the collective investment scheme. Art. 4e. (New - State Gazette No. 55 /2022; amended and supplemented, No. 36 of 2023) (1) For the performed liquidity stress test, the unit under Art. 41 prepares and submits to the management body of the management company a report containing results which:
certify whether the liquidity of the collective investment scheme corresponds to the applicable rules and conditions for redemption provided for in the documentation of the collective investment scheme;
contribute to the management of the liquidity of the collective investment scheme in the best interest of the investors, including in the planning of periods of increased risk related to liquidity;
help to identify potential weaknesses in the liquidity of a given investment strategy and assist in making investment decisions;
support monitoring and decision-making for risk management, including the determination of relevant internal limits by the management company regarding the liquidity of the collective investment scheme as an additional risk management tool;
assist the management company in the preparation of the collective investment scheme for a crisis and for planning actions in emergency situations. (2) (Amended – State Gazette, No. 36 of 2023) The report under para. 1 shall be submitted to the Commission within the period under Art. 45, para. 6. (3) The results of the liquidity stress test should demonstrate that the management company is able to overcome the limitations related to the availability of data, including by avoiding optimistic assumptions, by justifying the use of third-party liquidity stress test models, including when the model is developed by a third-party portfolio manager, as well as by performing an expert quality assessment. (4) Appropriate reductions in asset liquidity should be simulated under both normal and adverse market conditions, particularly where historical data do not provide sufficiently strong examples of adverse conditions. It should not be assumed that the portfolio can be liquidated at full average daily trading volume of an asset, unless such an assumption can be justified on the basis of empirical evidence. (5) The management company should assess the time and/or costs of liquidating the assets in a given portfolio, as well as whether such an activity would be permissible, taking into account:
the goal and investment policy of the collective investment scheme.
the obligation to manage the collective investment scheme in the interest of the investors;
any applicable obligations to liquidate assets at limited costs;
the obligation to maintain the risk profile of the collective investment scheme after the liquidation of part of its assets. (6) (Supplemented – State Gazette, No. 36 /2023) When performing the assessment under para. 5, the management company should take into account, accordingly, what is indicated in items 43 - 48 of the Guidelines on liquidity stress testing in UCITS and AIFs (ESMA34-39- 897). (7) Liquidity stress testing should include scenarios related to the liabilities of the collective investment scheme, including redemption and other potential sources of liquidity risk arising from the liability side of the collective investment scheme's balance sheet, as well as the risk factors related to the type of investor and the concentration, in accordance with the nature, scale and complexity of the fund. The management company should include in the liquidity stress tests and scenarios related to other types of liabilities in normal and adverse conditions where appropriate. (8) In order to determine the overall impact on the liquidity of the collective investment scheme, the management body of the management company should correctly combine the results of the liquidity stress testing, after the assets and liabilities in the accounting balance sheet of the collective investment scheme have been separately subjected to stress tests. Depending on the result of the stress testing and the determined impact on the liquidity of the fund, the management company should carry out an assessment regarding the need for increased monitoring of the collective investment scheme, corresponding planning of actions in case of crises and emergency situations. Art. 45f. (New - State Gazette No. 55 /2022) When creating a new collective investment scheme, in the proceedings under Art. 12 CISOUCIA the management company must:
be able to prove that the basic elements of the fund, including its strategy and the frequency of transactions, allow it to remain sufficiently liquid under normal and adverse market conditions;
where necessary, undertake liquidity stress tests for assets using the portfolio model as well as for liabilities, incorporating the expected profile of the fund, both from the early and
later stages of its existence. Art. 46. (1) The total risk exposure of the collective investment scheme under Art. 43 of CISOUCIA is equal to one of the following values:
Art. 48. (1) The management company, when managing the portfolio of a collective investment scheme, shall not permit the risk exposure of the collective investment scheme to the counterparty in a transaction with OTC derivative financial instruments to exceed the limitations under Art. 45 of CISOUCIA. (2) When calculating the risk exposure of a collective investment scheme to the counterparty, according to the limitations under Art. 45 of CISOUCIA, the positive market value of the OTC-traded derivative contract with this counterparty is used. (3) The management company can net items of the collective investment scheme in derivative instruments with the same counterparty, if it can guarantee application of the netting agreements with the counterparty on behalf of the collective investment scheme. Netting can only be performed for exposures in OTC-traded derivative instruments with the same counterparty. Netting with other exposures of the collective investment scheme to the same counterparty is not permitted. (4) Management companies may reduce the collective investment scheme's exposure to the counterparty in a transaction with OTC-traded derivative instruments by providing collateral. The provided collateral must be sufficiently liquid. Collateral is liquid, if it can be sold at a price close to its evaluation before the moment of performing the sale. (5) When calculating the risk exposure of the collective investment scheme to the counterparty, the management company takes into account limitations under Art. 45, para. 1-3 of CISOUCIA, if the management company provides collateral to the counterparty in a transaction with OTC-traded derivative instrument on behalf of the collective investment scheme. The provided collateral may be reflected by net value, if the management company can guarantee application of the netting agreements with this counterparty on behalf of the collective investment scheme. (6) Management companies calculate limitations for concentration of the issuer under Art. 45 of CISOUCIA for each collective investment scheme based on the underlying exposure arising through the use of derivative financial instruments according to the method of commitments. (7) When calculating a collective investment scheme's risk exposure to a counterparty for an OTC-traded derivative instrument under Art. 45, para. 4 and 5 of CISOUCIA, the management companies must include in their calculations any risk exposure to a counterparty for an OTC-traded derivative instrument. Art. 48а. (New - State Gazette No. 63 /2016; amended and supplemented, No. 55 /2022; amended No. 36/2023) (1) The collective investment scheme's risk exposure to a counterparty as a result of transactions with OTC-traded derivative instruments and techniques for effective portfolio management is included when calculating the thresholds under Art. 45 and 46 of CISOUCIA. (2) All assets received by the collective investment scheme as a result of the use of techniques for effective portfolio management are reviewed as collateral and meet the criteria under para. 3. (3) (Amended – State Gazette, No. 36/ 2023) In the cases where transactions with OTC financial derivatives are made for the collective investment scheme and techniques for effective portfolio management are applied, each collateral used to reduce the risk exposure to the counterparty, at every moment meets the following criteria, as established in the Guidelines on ETFs and other UCITS issues (ESMA/2014/937):
collateral unless sufficiently conservative levels of potential losses are projected; 3. (Supplemented – State Gazette, No. 55 /2022) quality of the issuer - the collateral received should be of high quality; 4. (Supplemented – State Gazette, No. 55 /2022) correlation - the collateral obtained from the collective investment scheme should be issued by an entity that is independent from the counterparty and which is expected not to show strong dependence on the results of the counterparty's activity; 5. (Supplemented – State Gazette, No. 55 /2022) collateral diversification - collateral should be diversified in terms of countries, markets and issuers, with the risk for a given issuer not exceeding 20% of the net asset value of the collective investment scheme; 6. (Supplemented – State Gazette, No. 55/2022) risks related to collateral management - these risks should be identified, managed and mitigated through the risk management process; 7. when a unit is transferred, the received collateral is held by the collective investment scheme's depositary; 8. the collective investment scheme may initiate enforcement against the received collateral at any time without referring to the counterparty or its approval; 9. non-monetary collateral cannot be sold, re-invested, or pledged; 10. monetary collateral may only be: a) deposited at a person under Art. 38, para. 1, item 6 of CISOUCIA; b) invested in high-quality state securities; c) used for the purposes of repo transactions, with the condition that the transactions are with credit institutions subject to prudential supervision, and that UCITS may at any time receive back the full amount of money together with due interest; d) invested in short-term funds on the money market. (4) The monetary collateral under para. 3, item 10 is invested in compliance with the diversification principles applicable to the non-monetary collateral. (5) The collective investment scheme may exceed the limitation under para. 3, item 5, if the collateral is in different transferable securities and money market instruments issued by any of the persons under Art. 38, para. 1, item 9, item "a" of CISOUCIA meeting the requirements under Art. 47, para. 3 of CISOUCIA. (6) In the cases under para. 5 the collective investment scheme determines the Member States, the regional or local authorities, or public international organisations issuing or guaranteeing securities, which can be accepted as collateral, which may exceed 20 per cent of the net value of its assets, by notifying this in its prospectus. (7) The management company, for every collective investment scheme receiving collateral of no less than 30 per cent of its assets, develops and applies a policy guaranteeing performing of stress tests in normal and extraordinary conditions of liquidity, so as to allow the collective investment scheme to evaluate the liquidity risk associated with the collateral. (8) The policy for the liquidity stress tests under para. 7 shall include at least the following elements:
taken into account:
with financial instruments, in which it may invest under Art. 38 of CISOUCIA. (6) The collective investment scheme presents to the Commission, in its periodic financial statements, separate information on all financial instruments purchased, respectively sold, as a result of repo transactions under para. 1, disclosing information on the total value of effective contracts as of the date of drawing up the report. (7) When concluding the repo transactions under para. 1, the collective investment scheme's risk exposure to each individual counterparty may not exceed 10 per cent of its assets, when the counterparty is a bank under Art. 38, para. 1, item 6 of CISOUCIA, and 5 per cent of assets in other cases. Art. 51. (Amended and supplemented – State Gazette, No. 55 /2022) (1) (Amended and supplemented, – State Gazette, No. 55/2022) The collective investment scheme may conclude repo transactions for the purchase of financial instruments with a clause for their redemption by the seller at a price and within a period established in the contract between the two parties, or reverse repo transactions, in compliance with the following limitations:
the expense of a mutual fund (Title amended – State Gazette, No. 63 /2016) Art. 53. (Amended – State Gazette, No. 63 /2016; amended No. 55 / 2022) In order for a permit to be issued to the investment company, the management company, or the depositary, when acting at the expense of the collective investment scheme, for the use of a loan, a request is submitted to the Commission using an approved standard form, attaching the following:
report of the use of loan funds, and also of its repayment until the obligation is fulfilled entirely. Art. 58. (Amended – State Gazette, No. 63 /2016; amended No. 55 / 2022) (1) (Amended – State Gazette, No. 63/2016) The loan creditor may only be a bank, with the exception of a bank, which is a depositary of the collective investment scheme. (2) (Amended – State Gazette, No. 55 /2022) The use of a loan without the prior authorization of the Commission is void against the unit holders. The loan is not taken into account for calculation of net asset value of the collective investment scheme. Section IX Issuing (sale) and redemption of units of a collective investment scheme Art. 59. (Amended – State Gazette, No. 63 /2016; amended No. 55 /2022; supplemented issue 38 /2023) (1) (Amended – State Gazette, No. 63 /2016; amended No. 55 /2022; supplemented issue 38 /2023) The activity of issuing (selling) and redemption of units of a collective investment scheme and/or on its website is carried out through a management company based on a written contract or contract-order under Art. 65, para. 1 with the client. The management company concludes the contract, respectively the contract-order according to the first sentence, at the address of management, as well as at the places for submitting orders specified in the prospectus of the collective investment scheme, unless the contract, respectively the contract-order, is concluded electronically or through another form without the presence of the client. (2) (Revoked – State Gazette, No. 55 /2022) Art. 60. (1) The issue value and the redemption price of units of the collective investment scheme is based on the net value of the scheme's assets as of the date of its estimation. (2) Expenses on issuing and/or redemption of units, if such are stipulated in the statute or rules of the collective investment scheme, must be expressly specified when announcing the issue value and the redemption price of units of a collective investment scheme. Art. 61. (1) In the event of changes to the amount of expenses for issuing and redemption of units of the collective investment scheme, the management company must notify unitholders in a suitable manner after registering the amendments in the statute in the commercial register, respectively immediately after approval of amendments in the mutual fund's rules. (2) The obligation under para. 1 is fulfilled no later than the day following the day, on which the registration, respectively approval of amendments has become known. Art. 62. (1) The management company performs the order for purchase of shares of the open-ended investment company up to the amount deposited by the investor, which is divided by the established price for one share, based on the issue value for the nearest day following the day, on which the order is made, and the number of purchased shares is rounded to the smaller integer. The remainder of the deposited sum is reimbursed to the investor within a 3-day period from the date of performing of the order. (2) Paragraph 1 does not apply in the event of sale of units of a mutual fund, if the mutual fund does not issue partial units. Art. 63. (Amended in full - State Gazette No. 63 /2016; amended No. 55 / 2022) (1) (Amended – State Gazette, No. 55 / 2022) (1) The issue value and the redemption price of units of the collective investment scheme, are calculated by the depositary or by the management company under the depositary's control. (2) In the event that the depositary discovers violations or errors in the calculation of the issue value and the redemption price of units, it notifies the management company and makes corrections to the issue value and redemption price. (3) The depositary's obligation under para. 2 is performed before announcing the issue value and redemption price within a period indicated in the rules for evaluation of assets. (4) (Revoked – State Gazette, No. 55 /2022)
Art. 64. (Amended – State Gazette, No. 63/ 2016) (1) If an error is made in the calculation of the value of a unit, as a result of which its issue value is inflated or its redemption price is reduced by over 0.5 per cent of the net asset value per unit, the depositary or the management company must reimburse the difference to the unitholder who purchased the unit at an inflated issue value, respectively who redeemed the unit at a reduced price, from the collective investment scheme's funds within a 10-day period from the discovery of the error, unless the unitholder was being unscrupulous. (2) If an error is made in the calculation of the value of a unit, as a result of which its issue value is reduced or its redemption price is inflated by over 0.5 per cent of the net value of assets per unit, the depositary or the management company must reimburse the collective investment scheme for the due amount from their own funds within a 10-day period from the discovery of the error. (3) If the error made in calculation of the net value of assets per unit does not exceed 0.5 per cent of the net value of assets per unit, the depositary or the management company shall take the necessary measures to avoid errors in calculation of the net value of assets per unit and to sanction the responsible persons. (4) When calculating the net value of assets per share of the investment company, respectively per unit of a mutual fund, the issue value or redemption price is rounded to the fourth character after the decimal point. Art. 65. (Amended and supplemented – State Gazette, No. 55 /2022; supplemented issue 36/2023. (1) Orders for purchase or redemption of units of a collective investment scheme include the following requisites:
10 days of the date of submission of the order. (3) (new - State Gazette, issue 63 / 2016) The minimum volume of the order for the purchase of units of an exchange-traded fund is 10,000 units. (4) (new - State Gazette, issue 63 / 2016) The minimum volume of the order for redemption of units of an exchange-traded fund is 25,000 units, whereas the management company, in accordance with Art. 24c, para. 1 of CISOUCIA may establish a larger minimum number of units. (5) (Previous para. 3 - State Gazette No. 63 /2016) When performing a sale or redemption of units of a collective investment scheme, the management company notifies, on a durable medium, the unitholder about performance of the order as soon as possible. Confirmation under the first sentence may not be later than the first working day after implementation, or, if the management company has received the confirmation from a third person, no later than the first working day after receiving the confirmation from the third person. (6) (Previous para. 4, amended – State Gazette, No. 63 /2016) The requirement under para. 5 does not apply in the event that confirmation would contain the same information as confirmation sent immediately to the unitholder by another person. (7) (Previous para. 5, amended – State Gazette, No. 63 / 2016) The application under para. 5 contains:
Art. 67. (Amended – State Gazette, No. 63 /2016; amended No. 55 /2022) The management company must deposit the funds received in cash for the issue (sale) of units of a collective investment scheme to a bank account no later than the end of the following working day. Art. 68. (1) The management company guarantees storing of the orders under Art. 65 and Art. 137 for a period of at least five years. In extraordinary circumstances the Commission may require the management company to store some of the documents or the entire documentation for a longer period depending on the nature of the financial instruments or the transactions with assets from the portfolio, if this is necessary, so that the Commission may exercise its supervisory functions. (2) After withdrawal of the management company's permission to manage the activity of the collective investment scheme or withdrawal of the management company's license, the Commission may require it to store the documentation under para. 1 for the remaining part of the five-year period. (3) If the management company transfers its responsibilities with regard to the collective investment scheme it manages to another management company, the Commission or the competent authorities of the corresponding Member State may require the conclusion of the necessary agreement, so that the entries for the last five years may be available to the management company, to which the responsibility is transferred. (4) Documentation and entries are stored on a medium allowing storing of information in a way that makes it available for future reference by the Commission, and in such form and manner, so as to comply with the following requirements:
(6) (Amended – State Gazette, No. (63/2016.) Those orders which are placed after the final announcement of the redemption price, prior to the initial date of the period of temporary suspension are not executed. The management company reimburses the amounts to the investors that have placed orders for the purchase of shares or units, transferring the amounts either to their bank account or to the cash desk of the company not later than the end of the working day following the day on which the decision regarding the suspension of the issue of shares was made. (7) The issue price and the redemption price after the resumption of redemption must be made public on the day preceding the resumption. The next determination and announcement of the issue value and the redemption price shall be made on the days specified in the prospectus. (8) In cases under Art. 22, para. 1 of CISOUCIA, the management company shall order the persons, to whom it has delegated performance of actions for the sale and redemption of units of a collective investment scheme, to suspend accepting orders for sale and redemption of units for the period of suspension. Paragraphs 5-7 apply accordingly. Art. 70. (1) The management company must notify the last date for conclusion of transactions with shares in the open-ended investment company, as a result of which the purchaser may exercise its right to vote in the general meeting of shareholders. (2) The management company must announce the last day for conclusion of transactions with shares in the open-ended investment company, respectively units of mutual funds, as a result of which the purchaser has the right to receive the dividend on the shares, respectively income from units voted at the general meeting of shareholders of the investment company, respectively by the competent body of the management company. (3) The management company performs notification under para. 1 and 2 in a suitable manner in all places where issuing (sale) and redemption of shares in the open-ended investment company, respectively units of the mutual fund, is performed. Section X Requirements to the prospectus, the key investor information document, periodic information, marketing messages, and public statements of the collective investment scheme Art. 71. (Amended and supplemented – State Gazette, No. 63 /2016; amended and supplemented, No. 55 / 2022) (1) (Amended – State Gazette, No. 63 /2016) The prospectus of the collective investment scheme contains at least the information under appendix No. 1. (2) (new - State Gazette, issue 55 /2022) The prospectus of an index-tracking collective investment scheme and the prospectus of a leveraged index-tracking collective investment scheme additionally includes the information according to Appendix No. 3. (3) (new - State Gazette, issue 55 of 2022) The prospectus of a collective investment scheme using a total return swap or other derivative financial instruments with the same characteristics includes, in addition to the information under para. 1 and the information according to Annex No. 4. (4) (new - State Gazette, issue 55 of 2022) The prospectus of a collective investment scheme that enters into securities financing transactions and total return swaps shall contain information on the securities financing transactions and total return swaps that are permissible for the collective investment scheme in accordance with Section B of the Annex to Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012 (OJ, L 337/1 of 23 December 2015) (Regulation (EU) 2015/2365). (5) (Amended – State Gazette, No. 63 /2016; previous paragraph 2, issue 55 /2022) When preparing the Key investor information document when calculating synthetic risk and reward indicators and quantitative indicators for expenses, the collective investment scheme applies the CESR guidelines on the methodology for the calculation of the synthetic risk and reward
indicator in the Key Investor Information Document (CESR guidelines/10-673). (6) (new - State Gazette, issue 55 of 2022) The key investor information document must contain a clear warning in case the collective investment scheme allows charging and payment of performance fees and in periods of negative performance of the collective investment scheme. (7) (new - State Gazette, issue 55 of 2022) In case performance fees withheld from investors are calculated based on a market index, the prospectus and the key investor information document must state the name of the market index and the past performance against it. (8) (new - State Gazette, issue 55 of 2022) In the cases under Art. 138c, para. 5 the prospectus of a collective investment scheme should contain a justification of the chosen benchmark. (9) (new - State Gazette, issue 55 of 2022) In the prospectus of the collective investment scheme for which a performance fee is foreseen, all necessary information should be clearly indicated so that investors can correctly understand the model of the performance fee and the methodology for its calculation, which includes a description of the method for calculating the fees for results achieved, specifying the specific parameters and the date on which the fee is paid. The prospectus should include specific examples of how the performance fee will be calculated, giving investors a clear idea of the performance fee model, especially where that model allows performance fees to be charged in the event of negative results. Art. 72. (Supplemented – State Gazette, No. 63 /2016; amended No. 55 / 2022) (1) (Revoked – State Gazette, No. 55 /2022) (2) The investment company or the management company of the collective investment scheme must present to the Commission by the 10th day of the month following the reporting month, a monthly balance and information on:
according to a standard form consisting of an accounting balance, income report, cash flow report, and report on the changes in equity established by the Deputy Chairperson based on the international accounting standards and best international practices; 5. additional information including: a) number of units as of the end of the reporting period; b) net asset value per unit; c) volume and structure of investments in the portfolio by types of financial instruments and market, on which they are traded, analyzed using the most suitable economic, geographical and currency indicators in accordance with the collective investment scheme's policy with indication of their relative share in assets; d) changes in the portfolio structure, which have occurred during the reporting period; e) (amended – State Gazette No. 63 / 2016) changes in the condition of assets within the reporting period, including income from investments; other income; management expenses; depositary's fee for servicing; other payments and taxes, net income; distribution of income and investments of this income; changes in own funds; increase or reduction of investments and all other changes which have affected the value of assets and liabilities, expenses made by the collective investment scheme associated with transactions with assets from the portfolio; f) comparison table encompassing the last three financial years indicating as of the end of each financial year the total value of net assets and net value per unit; g) detailed information on the liabilities arising from transactions with derivative instruments under Art. 38, para. 1, item 7 and 8 of CISOUCIA for the reporting period, by transaction categories; 6. (New - State Gazette No. 63 /2016) information on the remuneration policy: a) the total amount of remuneration for the financial year with a breakdown by constant and variable remuneration paid by the management company and the investment company to its employees, the number of recipients, and, where applicable, all sums paid directly by the collective investment scheme itself, including a fee for achieved results; b) the total amount of remuneration with breakdown by categories of employees or other staff members in accordance with Art. 108, para. 1 of CISOUCIA; c) a description of the methods of calculation of remunerations and benefits; d) (amended – State Gazette, No. 38/2023) the result of reviews under Art. 108, para. 7 and 8 of CISOUCIA, including any irregularities found; e) significant changes in the adopted remuneration policy. 7. (New - State Gazette No. 55 of 2022) information on the method used to calculate the total risk exposure, according to the CESR Guidelines for Risk Measurement and Calculation of Total Risk Exposure and Counterparty Risk in Collective Investment Schemes (CESR/10- 788), in if the investment policy of the collective investment scheme explicitly provides for the possibility of investing in derivative financial instruments; 8. (New - State Gazette No. 55 /2022) information on the impact of performance fees on the collective investment scheme, which includes the total amount of performance fees charged and/or paid during the reporting period, as well as the percentage of fees based on the net value of the unit class of the collective investment scheme. (2) (Revoked – State Gazette, No. 63 /2016) Art. 74. (Amended – State Gazette, No. 63 /2016; amended No. 55 /2022; supplemented issue 36 /2023) (1) (Amended – State Gazette, No. 55 /2022; supplemented No. 36/ 2023. The Commission verifies regularity and completeness of presented information under Art. 72, para. 2, Art.73, 75 and 76, whereas in the event that gaps and other inconsistencies are discovered, by the Deputy Chairperson's demand the investment company or the management company of the collective investment scheme must rectify these within a sufficient period determined by the Deputy Chairperson.
(2) (Amended – State Gazette, No. 63 / 2016) The Deputy Chairperson takes a decision under para. 1 in the manner of Art. 265 of CISOUCIA. Art. 75. (Amended – State Gazette, No. 63 /2016; amended and supplemented, No. 55 /2022; amended No. 36/ 2023. The annual report of the collective investment scheme includes:
month within the term under Art. 6, para. 2 of the CISOUCIA, containing the following data presented in a table:
date of estimation of the issue value and redemption price;
net value of assets;
number of units in circulation;
net value of assets per unit;
issue value;
redemption price.
(New - State Gazette No. 55 /2022) date for which the specified values are valid. (2) (new - State Gazette, issue 63 / 2016) The management company of an exchangetraded fund provides to the regulated market or the multilateral system for trade, at which the units of the fund are admitted to trade, and publishes on its Internet page:
information under para. 1 by the end of the day, on which the net value of the fund's assets is calculated;
information on the indicative net value of the fund's assets immediately after it is determined. (3) (new - State Gazette, issue 63 /2016; revoked No. 55 /2022) Art. 78. (repealed – State Gazette, No. 55 /2022) Art. 79. (Amended – State Gazette, No. 55 /2022; amended and supplemented, No. 36 /2023) (1) (Former text of Art. 79 - State Gazette No. – State Gazette, No. 36/2023. The collective investment scheme discloses to the public the annual and six-month report within the terms under Art. 60, para. 1, item 1 and 2 of CISOUCIA, in the manner established in the prospectus and the Key information document. (2) (new - State Gazette No. 36 / 2023) The Commission makes public the information received under Art. 73, 75 and Art. 76, para. 3 and 4 through the registers it keeps. Art. 80. (Amended – State Gazette, No. 63/ 2016. (1) The collective investment scheme from the Member State, which offers publicly its units in the Republic of Bulgaria, publishes and provides to the Commission the entire information provided to the supervisory authority and discloses to the public in the sending country, as well as each update of this information. (2) (Amended – State Gazette, No. 63 /2016) When requested by an investor, information under para. 1 is provided in Bulgarian. Art. 81. (Amended – State Gazette, No. 63 /2016; amended and supplemented, No. 55 /2022) (1) (Amended and supplemented, – State Gazette, No. 55/2022. (1) Marketing messages associated with the activity of collective investment schemes, as well as public statements, interviews and presentations of members of the board of directors of an investment company and of other persons working under a contract for the investment company, respectively the members of the management and control body of the management company and other persons working under a contract for the management company, as well as marketing messages prepared and distributed by third parties, used by the investment or management company for marketing purposes, must be approved in advance by the manager of the regulatory compliance department. (2) (new - State Gazette, issue 55 /2022) The solicitation of investors in a collective investment scheme by telephone calls is only permissible on the basis of pre-prepared information that is approved under para. 1 and fully complies with the Guidelines on Marketing Communications under the Regulation on a collective investment scheme-Border Distribution of Funds (ESMA34-45-1272). A record of the telephone conversation is prepared and stored for a period of at least 5 years, which is provided to the investor or the vicechairman upon request. (3) (Previous para. 2, supplemented – State Gazette, No. 55/2022) Where telephone calls are made, including by using a recorded message, to sell units of a collective investment scheme, the following requirements must be met additionally:
(Amended – State Gazette, No. 63 /2016) the permissible time interval, during which these calls may be made, is from 10 to 19h;
(New - State Gazette No. 55 /2022) the potential investor is notified that the conversation is being recorded;
(Previous item 2, amended – State Gazette, No. 55 /2022) during these calls, the following must be stated clearly: a) the identity of the caller and the name of the collective investment scheme, as well as its management company, the shares, respectively units, of which are subject to offering; b) the telephone number or the address, at which the person offering units of the collective investment scheme may be contacted; c) the purpose of calling, where it is an offer for transfer against payment or an invitation to make an offer for purchasing of units of a collective investment scheme; d) the management company's obligation to give the investors an opportunity to familiarise themselves with a current version of the collective investment scheme's prospectus. e) (New - State Gazette No. 55 / 2022) the place where additional information and documents about the collective investment scheme are available. Art. 82. (Amended – State Gazette, No. 55 /2022) Marketing communications and information materials of the collective investment scheme for which a performance fee is foreseen, must clearly include, if applicable all necessary information so that investors can correctly understand the model of the performance fee and the methodology for its calculation, which includes a description of the method for calculating the fees for results achieved, specifying the specific parameters and the date on which the fee is paid. Section XI (new - State Gazette No. 63 /2016) Additional requirements for exchange-traded funds Art. 82а. (New - State Gazette No. 63 /2016; amended No. 55 / 2022) (1) (Amended – State Gazette, No. 55 /2022) The minimum net asset value of an exchange traded fund may not be less than BGN 100,000 and shall be reached within 30 days of the approval of the prospectus. Art. 7, para. 1 and Art. 9 of CISOUCIA shall apply accordingly. (2) The exchange-traded fund, after expiration of the deadline under para. 1, shall announce the accrued amount of net asset value in its Internet page and notify the Commission. (3) If within the deadline under para. 1, the minimum volume of net asset value is not reached, the fund removes the qualifier "exchange-traded fund", "exchange-traded investment undertaking", or other terms implying trading the issued units on a regulated market or a multilateral trading system, from its name, and the rules for collective investment schemes apply to its activity. Within a 7-day period from expiration of the deadline under para. 1, the fund shall submit a request under Art. 18 of CISOUCIA for approval of changes to its internal acts, after which it shall update its prospectus and the Key investor information document. Art. 82b. (New - State Gazette No. 63/2016) (1) Besides the cases under Art. 24b of CISOUCIA, the deadline for submission of a request for admission of units of the fund to trading on a regulated market or a multilateral trading system is established in the fund's prospectus. (2) In the event that the fund is not admitted to trading within the period stipulated under para. 1, it removes from its name the term "exchange-traded fund", "exchange-traded investment undertaking", or any other term implying trading of issued units on a regulated market or a multilateral trading system. Art. 82a, para. 3, sentence two applies to the fund. Art. 82c. (New - State Gazette No. 63 /2016; supplemented No. 55 / 2022) (1) (Supplemented – State Gazette, No. 55 /2022) The management company of the exchangetraded fund under the control of the depositary, or the depositary, shall calculate and
disclose the net asset value, issue value and redemption price of the units at least twice a week. The rules of the fund may provide that its net asset value is the latest indicative net asset value calculated on the day on which the issue value and redemption price is calculated. (2) (Supplemented – State Gazette, No. 55/2022) The management company of the exchange-traded fund, under the control of the depositary, or the depositary shall calculate and disclose at least twice a day an indicative net asset value in hours within the trading session specified in the fund's prospectus. The indicative net asset value according to the first sentence can also be calculated by the market operator on the basis of a contract concluded with the management company. (3) Before the end of each business day, the management company must notify the regulated market or the multilateral trading system, on which units of the exchange-traded fund are admitted for trading, about the number of units of the fund in circulation in order to ensure the necessary information to commence trading on the following business day. Art. 82d. (New - State Gazette No. 63/2016) (1) The management company of an exchange traded fund concludes a contract with a market maker, who undertakes to provide constant “buy” and “sell” quotes for the fund and thus to ensure that the stock exchange price of the fund's shares does not differ significantly from their value determined on the basis of the net asset value; (2) The market maker of an exchange-traded fund maintains "buy" and "sell" quotes in a maximum price range of 5% of:
not be redeemed by the Exchange Traded Fund. Investors have to buy and sell shares on the secondary market with the help of an investment intermediary and may owe fees for this. In addition, investors may pay more than the current net asset value when buying shares/units on the secondary market and receive less than the current net asset value when selling them. (4) The exchange-traded fund discloses in the prospectus the procedure in accordance with which units purchased on a secondary market will be redeemed from investors, if circumstances under Art. 24c, para. 2 of CISOUCIA arise. (5) (Revoked – State Gazette, No. 55 /2022) (6) The exchange-traded fund discloses clearly in the prospectus how net asset value is calculated and the frequency of calculation. Art. 82f. (New - State Gazette No. 63 /2016; revoked No. 55 /2022) Section XII (new - State Gazette No. 55 /2022) Additional requirements for an index-tracking and leveraged index-tracking collective investment scheme Art. 82g. (New - State Gazette No. 55/2022) (1) A leveraged index-tracking collective investment scheme must comply with the restrictions and rules regarding total risk exposure set out in Art. 43 of CISOUCIA. The collective investment scheme calculates its global risk using the commitment method or the value at risk (VaR) method recommended in the CESR Risk Measurement Guidelines and the calculation of the total risk exposure and counterparty risk at collective investment schemes (CESR / 10-788.) The global risk exposure limit also applies to the collective investment scheme that replicates a leveraged index. (2) An index-tracking collective investment scheme and a leveraged index-tracking collective investment scheme must include in the prospectus additional information according to Annex No. 3. Chapter Three STRUCTURES OF MASTER-FEEDER COLLECTIVE INVESTMENT SCHEME TYPE Section I Content of the agreement between the feeder and the master collective investment scheme Art. 83. (Amended – State Gazette, No. 63/2016) (1) The agreement under Art. 71, para. 1, sentence two of CISOUCIA must include the elements indicated in para. 2-8. (2) Regarding access to information, the agreement includes the following:
collective investment scheme; 5. indication of the methods and deadlines for the master collective investment scheme to provide to the feeder collective investment scheme information on its present exposures in derivative financial instruments, in cases where the feeder collective investment scheme uses derivative financial instruments for the purposes of hedging, in order for the same to calculate its own total exposure in accordance with Art. 67, para. 3, first sentence of CISOUCIA; 6. indication of the master collective investment scheme's obligation to inform the feeder collective investment scheme about any other clauses/ agreements for exchange of information concluded with third parties, and, where applicable, indication of the methods and deadlines for the master collective investment scheme to provide these clauses/ agreements for exchange of information to the feeder collective investment scheme. (3) With regard to the conditions for investment in units of the master collective investment scheme and redemption by the feeder collective investment scheme, the agreement under para. 1 should include:
investment scheme will mutually notify each other about suspension and resuming of redemption, the purchase or subscribing of units of the corresponding collective investment scheme; 2. clauses regarding notification about errors when establishing the prices in the master collective investment scheme and regarding the resolving of these errors. (6) With regard to standard clauses for the audit report, the agreement under para. 1 must include:
3 of CISOUCIA contain the elements indicated in para. 2-6 of the present article. (2) Rules under para. 1 contain suitable measures to resolve conflicts of interest, which might arise between the feeder and master collective investment scheme or between the feeder collective investment scheme and other unitholders of the master collective investment scheme, in the event that these conflicts of interest are not resolved to a sufficient degree using the measures applied by the management company in order to comply with the requirements of Art. 104, para. 1, item 5, Art. 105, para. 1, item 4 of CISOUCIA and Art. 126-130. (3) With regard to the conditions for investment in units of the master collective investment scheme and redemption by the feeder collective investment scheme, the rules under para. 1 include:
a list of the share classes of the master collective investment scheme, in which the feeder collective investment scheme may invest;
indication of the fees and costs outside the cases under Art. 83, para. 1 of CISOUCIA, which the feeder collective investment scheme must pay, and detailed information on discounts or transfer of fees or costs from the master collective investment scheme;
where applicable, a description of the conditions, under which initial and subsequent transfer of assets may be performed from the feeder to the master collective investment scheme. (4) With regard to standard clauses for business relationships, the rules under para. 1 must include:
With regard to standard clauses for business relationships, the rules under para. 1 must include:
coordination of transfer of orders for purchase/ sale by the feeder collective investment scheme, including, where applicable, the role of intermediaries or any other third party;
where applicable, indication of clauses taking into account the fact that the units of one of the two or both collective investment schemes are admitted to or traded on a secondary market;
where applicable, a description of the suitable measures to ensure compliance with the requirements of Art. 72, para. 1 of CISOUCIA;
where units of the feeder and master collective investment scheme are denominated in different monetary units, the principles for re-calculation (conversion) of orders for purchase/sale are indicated;
indication of the settlement cycle and detailed information on payment with regard to purchase, subscribing, or redemption of units of the master collective investment scheme, including, where this is agreed between the parties, the conditions, under which the master collective investment scheme may satisfy demands for redemption or repurchase by transferring assets of the feeder collective investment scheme, more specifically in the cases under Art. 73 and 74 of CISOUCIA;
where the fund's rules or the instruments of incorporation and the prospectus of the master collective investment scheme grant it certain rights with regard to unitholders, and when it decides to limit or forfeit exercising all or a part of these rights with regard to the feeder collective investment scheme - the conditions for doing so;
description of the procedures ensuring the suitable processing and response to the requests and complaints from unitholders. (5) With regard to events affecting clauses for business relationships, the rules under para. 1 include:
indication of the method and deadlines, according to which each of the two collective investment scheme will mutually notify each other about suspension and resuming of redemption, the purchase or subscribing of units of the corresponding collective investment scheme;
clauses regarding notification about errors when establishing the prices in the master collective investment scheme and regarding the resolving of these errors. (6) With regard to standard clauses for the audit report, the rules under para. 1 must include:
clauses for coordinated preparation of annual financial statements, where the financial year for the feeder corresponds to that of the master collective investment scheme.
where the financial year for the feeder collective investment scheme ends at a different time compared to the financial year for the master collective investment scheme, clauses shall be indicated, under which the feeder collective investment scheme must receive any necessary information from the master collective investment scheme, in order to prepare its annual financial statement on time, and guaranteeing that the master collective investment scheme's auditor can prepare a report as of the date of closing of accounts of the feeder collective investment scheme under Art. 77, para. 3 and 4 of CISOUCIA. Section III Procedures during liquidation, merger, or splitting of a master collective investment scheme Art. 85. (1) The feeder collective investment scheme must, within a two-month period from the date, on which the master collective investment scheme has informed it about its decision to start a liquidation procedure, present the following documents to the Commission:
where the feeder collective investment scheme intends to invest at least 85% of its assets in units of another master collective investment scheme under Art. 73, para. 1, sentence one of CISOUCIA, it presents: a) request for approval of the above investment; b) request for approval of the suggested amendments to the fund rules or statute; c) amendments to its prospectus and key investor information under Art. 58 and 66 of CISOUCIA; d) other documents required under Art. 69, para. 3, 5, and 6 of CISOUCIA;
where the feeder collective investment scheme intends to transform into a collective investment scheme, which is not a feeder collective investment scheme, under Art. 73, para. 1, sentence two of CISOUCIA: a) request for approval of the suggested amendments to the fund rules or statute; b) amendments to its prospectus and key investor information under Art. 58 and 66 of CISOUCIA;
notification by the feeder collective investment scheme, where it intends to start a liquidation procedure. (2) Outside the cases under para. 1, where the master collective investment scheme has informed the feeder collective investment scheme about its decision to start a liquidation procedure within more than five months before the date, on which the liquidation procedure will begin, the feeder collective investment scheme submits before the Commission a request or notification in accordance with para. 1, item 1 and 2, no later than three months before the corresponding date. (3) The feeder collective investment scheme shall inform in due time its unitholders about its intension to start a liquidation procedure. Art. 86. (1) The Commission notifies the feeder collective investment scheme within 15 working days from submission of all documents indicated in Art. 85, para. 1, item 1 and 2, whether the requested approvals are received. (2) When it receives information that the Commission has issued an approval under the previous paragraph, the feeder collective investment scheme informs the master collective investment scheme about this. (3) After the feeder collective investment scheme is notified by the Commission that it has received the necessary approvals under Art. 85, para. 1, item 1, the feeder collective
investment scheme undertakes in due time the necessary measures to comply with the requirements of Art. 79 and 80 of CISOUCIA. (4) Where income from the liquidation of the master collective investment scheme must be paid before the date, on which the feeder collective investment scheme will begin to invest either in another master collective investment scheme under Art. 85, para. 1, item 1, or according to its new investment targets and strategy under Art. 85, para. 1, item 2, the Commission issues an approval to the feeder collective investment scheme under the following conditions:
where:
the master collective investment scheme is the receiving collective investment scheme in the suggested merger;
the master collective investment scheme will continue existing without significant changes as one of the collective investment schemes, which will be created as a result of the suggested split. (3) For the purposes of para. 1, item 1 and 2, the phrase "become a feeder collective investment scheme of another master collective investment scheme created as a result of the merger or splitting of the master collective investment scheme" applies to the cases where:
the master collective investment scheme is the merging collective investment scheme, and the feeder collective investment scheme becomes a holder of units of the receiving collective investment scheme as a result of the merger;
the feeder collective investment scheme becomes a holder of units of the collective investment scheme created as a result of splitting, and which is significantly different from the master collective investment scheme. (4) Where the master collective investment scheme has provided to the feeder collective investment scheme information under Art. 151 of CISOUCIA or similar information within a period of more than four months before the suggested date, on which the merger or splitting will come into effect, the feeder collective investment scheme submits before the Commission a request or notice under para. 1, p 1-4 no later than three months before the suggested date, on which the merger or splitting of the master collective investment will come into effect. (5) The feeder collective investment scheme informs in due time its unitholders and the master collective investment scheme about its intension to start a liquidation procedure. Art. 88. (1) The Commission notifies the feeder collective investment scheme within 15 working days from submission of all documents indicated in Art. 87, para. 1, item 1-3, whether the requested approvals are received. (2) When it receives information that the Commission has issued an approval under the previous paragraph, the feeder collective investment scheme informs the master collective investment scheme about this. (3) After the feeder collective investment scheme is notified by the Commission that it has received the necessary approvals under Art. 87, para. 1, item 1, the feeder collective investment scheme undertakes in due time the necessary measures to comply with the requirements of Art. 79 and 80 of CISOUCIA. (4) In the cases under Art. 87, para. 1, item 2 and 3, the feeder collective investment scheme must exercise its right to request redemption of its units of the master collective investment scheme under Art. 74, para. 3, and Art. 153, para. 1 and 2 of CISOUCIA, where the Commission has not issued to the feeder collective investment scheme the necessary approvals required under Art. 87, para. 1, before the business day preceding the business day, on which the feeder collective investment scheme may demand redemption of its units of the master collective investment scheme, before the merger or splitting comes into effect. (5) The feeder collective investment scheme must exercise the right under the previous paragraph, in order to guarantee that the right of its unitholders to demand redemption of their units of the feeder collective investment scheme under Art. 79, para. 1, item 4 of CISOUCIA, is not violated. (6) Before exercising its right under para. 4, the feeder collective investment scheme should investigate the possible alternative solutions, which may aid avoiding or reducing the costs and fees, or other negative consequences for its unitholders. (7) Where the feeder collective investment scheme demands redemption of its units of the master collective investment scheme, it receives income in one of the following manners:
in the form of a monetary payment;
a part of or all income from redemption in the form of transfer of assets under the following conditions, where applicable: a) the feeder collective investment scheme has requested this, and b) this is stipulated in the agreement between the feeder and master collective investment scheme. (8) In the cases under para. 7, item 2, the feeder collective investment scheme may at any time sell any part of these transferred assets against monetary funds. (9) The Commission gives approval to the feeder collective scheme, with the condition that any monetary funds held or received under para. 7 may be reinvested only for the purposes of effective management of monetary funds before the date, on which the feeder collective investment scheme will begin to invest in the new master collective investment scheme, or according to its new investment targets and strategy. Section IV Content of the agreement for exchange of information between depositaries and auditors of a master and feeder collective investment scheme Art. 89. (Amended – State Gazette, No. 63/2016) The agreement under Art. 75 of CISOUCIA for exchange of information between the depositary of the master collective investment scheme and the depositary of the feeder collective investment scheme shall include:
(amended – State Gazette, No. 63 / 2016) indication of the documents and information categories which shall be exchanged regularly between the two depositaries, and an indication whether these documents and information shall be provided by one depositary to another, or be provided by request;
(amended – State Gazette, No. 63 /2016) indication of the manner and period, including any deadlines for forwarding of information from the master collective investment scheme's depositary to the feeder collective scheme's depositary;
(amended – State Gazette, No. 63 /2016) coordination of the functions of depositaries on operating matters, taking into account their respective obligations under national law, as follows: a) description of the procedure for calculation of net asset value of each of the two collective investment schemes, including any measures to avoid application of strategies with selection of the market moment with regard to units (market timing) under Art. 72, para. 1 of CISOUCIA; b) description of the methods and periods for processing of directions by the feeder collective investment scheme for the purchase, subscribing, or submission of request for redemption of units of the master collective investment scheme, and also performing these operations, including any clauses for transfer of assets, where this is applicable;
coordination of preparation of annual financial statements;
(amended – State Gazette, No. 63 /2016 indication of the methods and periods, within which the master collective investment scheme's depositary shall provide to the feeder collective investment scheme's depositary detailed information on violations of the corresponding national law, fund rules or instruments of incorporation, committed by the master collective investment scheme;
(amended – State Gazette, No. 63 /2016) description of the procedure for response to requests for cooperation for a specific matter by one depositary to the other;
(amended – State Gazette, No. 63 /2016) indication of the cases of unforeseen events, for which the depositaries need to inform each other, and also the method and periods for this notification. Art. 90. (Amended – State Gazette, No. 63 / 2016) (1) (Amended – State Gazette, No. 63 /2016) Where the feeder and master collective investment scheme have concluded an agreement under Art. 71, para. 1, sentence two of CISOUCIA, the agreement between their depositaries should state that the law of the Member State applied to the indicated
agreement under Art. 83, para. 8, applies also to the agreement for exchange of information between the depositaries, and also that the depositaries accept the exclusive competence of the courts of law of the corresponding Member State, the law of which the two collective investment schemes have accepted as applicable with regard to the agreement. (2) (Amended – State Gazette, No. 63 /2016) Where the agreement between the feeder and master collective investment scheme is replaced by internal rules for the activity under Art. 71, para. 3 of CISOUCIA, the agreement between their depositaries indicates whether the law applicable with regard to exchange of information between the two depositaries will be the right of the Member State, where the feeder collective investment scheme is established, or the law of the Member State, where the master collective investment scheme is established, and also that both depositaries accept the exclusive competence of the courts of the Member State, the law of which is applicable to the agreement for exchange of information. Art. 91. (Amended – State Gazette, No. 63/2016) Irregularities indicated in Art. 76 of CISOUCIA, which the depositary of the master collective investment scheme may discover in performance of its functions and which may have a negative effect on the feeder collective investment scheme, include at least:
scheme and the drafts of this report by the feeder collective investment scheme's auditor. (3) Where the financial year for the feeder collective investment scheme ends at a time different from that of the financial year for the master collective investment scheme, the agreement under para. 1 indicates the manner and deadlines for the preparation of a report by the master collective investment scheme's auditor as of the date of closing of accounts of the feeder collective investment scheme under Art. 77, para. 3 of CISOUCIA and for the presenting of the report and its drafts to the feeder collective investment scheme's auditor. Art. 93. (1) Where the feeder and master collective investment scheme have concluded an agreement under Art. 71, para. 1, sentence two of CISOUCIA, the agreement between their independent auditors should state that the law of the Member State, which shall apply to the indicated agreement under Art. 83, para. 8, shall apply also to the agreement for exchange of information between the auditors, and also that the two independent auditors accept the exclusive competence of the courts of law of the corresponding Member State, the law of which the two collective investment schemes have accepted as applicable with regard to the agreement. (2) Where the agreement between the feeder and master collective investment scheme is replaced by internal rules for the activity under Art. 71, para. 3 of CISOUCIA, the agreement between their independent auditors indicates whether the law applicable with regard to exchange of information between the two independent auditors shall be the right of the Member State, where the feeder collective investment scheme is established, or the law of the Member State, where the master collective investment scheme is established, and also that both independent auditors accept the exclusive competence of the courts of the Member State, the law of which is applicable to the agreement for exchange of information. Section V Manner of providing of information to unitholders Art. 94. The feeder collective investment scheme provides the information under Art. 79 of CISOUCIA to unitholders in the manner stipulated in Art. 106. Chapter Four CONVERSION AND WINDING-UP OF COLLECTIVE INVESTMENT SCHEMES Section I Conversion with participation only of collective investment schemes originating from the Republic of Bulgaria Art. 95. (Amended – State Gazette, No. 63 /2016) (1) For issuing of a permit under ar. 141, para. 1 of CISOUCIA, the following shall be attached to the request under Art. 144, para. 1.
Art. 96. When reviewing the documents under Art. 95, the Commission takes into account the potential effect of conversion on unitholders of the converting collective investment schemes, to determine whether suitable information is being provided to them, and may request in the manner of Art. 144, para. 3 and 4 of CISOUCIA for information to be provided more clearly to unitholders of converting collective investment schemes. Art. 97. The Commission issues a permit to perform conversion if:
decision for its conversion is made; 2. prospectus and document with key investor information of the newly founded mutual fund; 3. (amended – State Gazette, No. 63 / 2016) the contracts or additional agreements with the management company and the depositary, reflecting the change in the legal and organisation form of the collective investment scheme; 4. circumstances and justification of the proposed conversion; 5. the mutual fund's rules; 6. expected effect of the proposed conversion on the shareholders' rights; 7. the rules under which shares of the investment company are replaced with units of the newly founded mutual fund. (2) The Commission takes a decision with regard to the request within 20 business days of its receiving, and where additional information and documents have been requested – within 10 business days of their receiving. (3) On the basis of the submitted documents, the Commission establishes the extent to which the requirements for issuing the requested permit have been met. If the submitted information or documents are incomplete or improper, or if additional information or evidence is needed for the accuracy of the data, the Commission shall send a message about the detected incompleteness or inconsistencies or about the requested additional information and documents. (4) If the message under para. 3 is not received at the address for correspondence specified by the applicant, the period for presenting the data or documents starts from the placement of the message in a specially designated place in the Commission's building. This circumstance is certified by a protocol drawn up by officials appointed by order of the Chairperson of the Commission. (5) The Commission shall refuse to issue a permit, if the documents presented under para. 1 are not in compliance with the requirements of CISOUCIA and the present Ordinance, or the investors' interests are not protected. Applicants are notified in writing of the decision within 3 days. (6) (Supplemented – State Gazette, No. 63 /2016) The Commission sends the permit for conversion of the investment company into a mutual fund to the Registry Agency, which removes the investment company from the commercial register. Section IV Providing information to unitholders about the effect of conversion on their investments Art. 101. (1) The information provided by collective investment schemes participating in conversion to unitholders under Art. 151, para. 1 of CISOUCIA must be presented briefly and without the use of specialised terminology, so that unitholders may make an informed evaluation of the effect of conversion on their investment. (2) Where the information document begins with a summary of key characteristics of the proposed conversion the summary must include a reference to the corresponding parts of the information document, where additional information is provided. (3) In the event of conversion with the participation also of collective investment schemes originating from another Member State, the information provided by the conversion and the collective investment scheme included in conversion originating from the Republic of Bulgaria to their unitholders under Art. 151, para. 1 of CISOUCIA should also include all conditions and procedures associated with collective investment schemes originating from another Member State, which differ from those usually applied in the Republic of Bulgaria. (4) Information, which must be provided by the converting collective investment scheme to its unitholders under Art. 151, para. 1 of CISOUCIA, must correspond to the needs of investors who are not informed in advance about the characteristics of the receiving,
respectively newly founded collective investment scheme, and the manner, in which it performs its activity, and must draw attention to key investor information of the receiving, respectively newly founded collective investment scheme, and clarify that reading the key investor information is advised. (5) The information which the receiving collective investment scheme must provide to its unitholders under Art. 151, para. 1 of CISOUCIA, must stress the implementation of conversion and its potential effect on the receiving collective investment scheme. Art. 102. (1) The information which the converting collective investment scheme must provide to its unitholders under Art. 151, para. 1, item 2 of CISOUCIA, must also include:
the payment. (3) Information under para. 1, item 3 may also include recommendation by the board of directors of the investment company to make a decision on conversion. Art. 104. The information which the converting collective investment scheme must provide to its unitholders under Art. 151, para. 1 of CISOUCIA, must also include:
Commercial act (CA), it must submit to the Commission a request for issuing of a permit for its winding up, attaching the following:
Chapter Five ADDITIONAL REQUIREMENTS FOR THE ACTIVITY OF COLLECTIVE INVESTMENT SCHEMES Section I Relationship of the mutual fund with the management company in the event of withdrawal of the license to pursue activity, where the management company is being wound up or declared insolvent Art. 109. (Amended and supplemented – State Gazette, No. 63 /2016; amended No. 55 / 2022) (1) (Amended – State Gazette, No. 63 /2016) In the events where the license to pursue activity has been withdrawn, where the management company is being wound up or declared insolvent, it immediately forwards to the depositary the entire available information and documentation associated with management of the mutual fund. The depositary manages the mutual fund as an exception for a period up to 3 months. (2) (Amended and supplemented – State Gazette, No. 63 /2016) In the event that the management company's license is withdrawn, it is wound up or declared bankrupt, and also where its contract with the investment company is cancelled due to non-performance of the management company's obligations, it immediately hands over its entire available information and documentation associated with the management of the investment company to the investment company it manages. (3) (Amended – State Gazette, No. 63 /2016) Within a 14-day period from the arising of the circumstance under para. 1 and 2, the depositary, respectively the investment company, must offer in writing to at least three management companies to take over management of the collective investment scheme, respectively convert it through merger or acquisition. (4) (Amended – State Gazette, No. 63 /2016) Invitations under para. 3 have identical content and are presented to the Deputy Chairperson within a 3-day term of their sending to the corresponding management companies, indicating the criteria and motives based on which these management companies are selected by the depositary, respectively the investment company. Management companies must at least comply with the following conditions:
decision for its approval by the general meeting of shareholders of the investment company, as well as documents under Art. 37a of Ordinance No. 11 of 3.12.2003 on licenses for operating as a regulated market, market operator, for organizing a multilateral trading system or an organized trading system, for operating as an investment firm, investment company, management company, a special investment purpose company, a national investment fund and an alternative investment fund manager (State Gazette, No. 109 of 2003) (Ordinance No. 11), the relevant documents for an investment company or the conversion plan and the documents under Art. 145 CISOUCIA. (8) (Amended and supplemented – State Gazette, No. 63 /2016) When drawing up the documents under para. 7, the management company may not change significantly the rules and the prospectus of the collective investment scheme, including significant changes to its risk profile. (9) The Deputy Chairperson makes a decision on the presented documents in the manner of Аrt. 18 of CISOUCIA. (10) (Amended and supplemented – State Gazette, No. 63 /2016) If a management company to manage, respectively restructure the collective investment scheme is not selected and approved, or the Deputy Chairperson refuses to issue a permit to the new management company to manage the collective investment scheme, respectively to convert it, a procedure under Art. 107 for winding up of the scheme is started regardless of the expiration of the 3-month period under para. 1 and 2. (11) (new - State Gazette, issue 63 /2016) Each investor has the right to demand redemption of units during the procedure for replacement of the management company, without owing higher fees and without any other additional expenses with the exception of expenses on redemption. The rules, respectively the statute of the collective investment scheme, may envisage additional rules for the protection of investors' interests in the event of replacement of the management company. Section II Maintaining accounting and storage of documentation Art. 110. (Amended and supplemented – State Gazette, No. 63 /2016; supplemented No. 55/2022) (1) The investment company must store the entire documentation and information associated with its activity, including:
regarding these. (2) (Amended – State Gazette, No. 63 / 2016) The documents shall be stored in the manner for storage of the state archive fund, whereas accounting information and documentation shall be stored for the periods under Art. 12 of the AA, and the remaining documents and information – for a period of 5 years. (3) Documentation under para. 1 may be stored by the management company under the concluded contract. (4) (Amended – State Gazette, No. 63 /2016) In the cases where the investment company stores documentation under para. 1, it provides to the management company and the depositary copies of the documents needed for its activity. (5) The management company hands over to the investment company the documents under para. 1, item 5 and 8 after expiration of the financial year and preparation and certification of the annual financial statement of the investment company. (6) Members of the investment company's management body must notify the investment company about the presence of a relation within the meaning of § 1, item 20 of the supplementary provision of CISOUCIA within a 3-day period of the corresponding grounds arising. (7) (new - State Gazette, issue 55 of 2022) When in the last updated list under para. 1, item 7, no changes have occurred, the investment company shall keep a statement from the members of its management body about the lack of changes for the current month. Section III Provision of up-to-date information to the competent authorities of the host Member State from collective investment schemes originating in the Republic of Bulgaria (Title amended – State Gazette, No. 55 /2022) Art. 111. (repealed – State Gazette, No. 55 /2022) Art. 112. The management company of a collective investment scheme, toward which a procedure under Art. 136 of CISOUCIA is initiated, ensures the availability in a widely used electronic format of all documents attached to the notification letter under Art. 136, para. 2 of CISOUCIA, on its Internet page or on another Internet page indicated in the notification letter, to which the receiving Member State has access. Art. 113. (Supplemented – State Gazette, No. 55/ 2022) (1) The management company of a collective investment scheme, toward which a procedure under Art. 136 of CISOUCIA is initiated, notifies the receiving Member State of all updates and amendments of the documents under Art. 136, para. 7 and 8 of CISOUCIA, by sending an electronic letter to an address indicated by the competent authorities of the receiving Member State. (2) (Supplemented – State Gazette, No. 55/2022) The electronic letter under para. 1 describes the performed update or amendment of the corresponding document, or the updated or amended document in a broadly used electronic format is attached to the electronic letter, in compliance with the requirements of Art. 137, para. 3 of CISOUCIA. Art. 114. (Amended and supplemented – State Gazette, No. 55 /2022) (1) (Former text of Art. 114 - State Gazette No. 55/ 2022) The Commission publishes on its page an electronic address, at which the collective investment schemes originating from another Member State shall notify with an electronic letter about all updates and amendments to the documents under Art. 128, para. 3 of CISOUCIA. (2) (new - State Gazette No. 55/2022) The electronic letter under para. 1 describes the performed update or amendment of the corresponding document, or the updated or amended document in a broadly used electronic format is attached to the electronic letter, in compliance with the requirements of Art. 131, para. 2 of CISOUCIA. Chapter six REQUIREMENTS FOR THE ACTIVITY OF THE MANAGEMENT COMPANY Section I
General requirements regarding the procedures and organisation of the management company Art. 115. (Supplemented – State Gazette, No. 55 /2022, effective from 01.08.2022) (1) The management company
(5) (new - State Gazette, issue 55 /2022, effective from 01.08.2022) For the purposes of para. 1 - 3 and in view of the effective reporting of sustainability risks, the management company maintains the necessary resources and expertise. (6) (Previous para. 5 - State Gazette No. 55/2022) Members of the management company's managing bodies, its employees, and also all other persons working under a contract for the management company, may not disclose, unless authorized for this, or use for their own benefit or the benefit of others, facts and circumstances constituting commercial secret, which have become known to them in connection with performing their professional and work-related obligations. Section II Administrative and accounting procedures Art. 118. (Amended and supplemented – State Gazette, No. 63 / 2016) (1) (Amended – State Gazette, No. 63 /2016) The management company adopts, applies, and maintains an effective and transparent policy under chapter seven "c" for the reasonable and fast processing of complaints submitted by the investors. (2) (Amended – State Gazette, No. 63 /2016) The management company documents each submitted complaint and the measures taken with regard to it. (3) (Amended – State Gazette, No. 63 / 2016) Investors have the right to file complaints without paying a fee. The information regarding the policy under para. 1 is provided free of charge to investors. (4) (new - State Gazette, issue 63/2016) The policy under para. 1 is adopted and amended by senior management. Art. 119. (1) The management company maintains the necessary electronic systems allowing the timely and correct registration and documenting of each transaction with assets from each collective investment scheme's portfolio, and also of orders for subscribing or redemption of units in implementation of Art. 65 and 137. (2) The management company ensures a high level of security during processing of electronic data, and also with regard to the integrity and confidentiality of registered information. Section III Internal Controls Art. 120. (Supplemented – State Gazette, No. 55/2022, effective from 01.08.2022) (1) The management company, when performing internal distribution of functions, assigns to the senior management or to another person or body performing supervisory functions, the responsibility for compliance with its obligations under the requirements of CISOUCIA and regulations for its application. (2) In performance of its supervisory functions, the senior management:
for limiting the risk or each managed collective investment scheme. 7. (New - State Gazette No. 55 / 2022, effective from 01.08.2022) is responsible for the inclusion of sustainability risks in the activities under items 1 - 6. (3) Senior management, as well as other person or body performing supervisory functions at the management company, periodically, but no less than once a year, evaluate and review the effectiveness, organisation, and procedures for regulatory compliance. As a result of the performed review, the bodies under sentence one take suitable measures to resolve the weaknesses, if any are found. Art. 121. (1) For the purpose of effective implementation of supervisory functions, senior management or the other person or body performing supervisory functions should receive regularly, at least once a year, written reports from internal business units for regulatory compliance, internal audit and risk management. (2) The reports under para. 1 must include an evaluation of compliance with regulatory requirements and internal acts regulating the management company's activity, specifically indicating whether suitable corrective measures have been taken in the event of detected irregularities. (3) For performance of supervisory functions under Art. 120, para. 2, senior management receives reports of implementation of the investment strategy and the internal procedures for taking of investment decisions by responsible persons within the management company. Art. 122. The management company adopts, applies, and maintains adequate policies and procedures to detect every risk of non-compliance with its obligations under CISOUCIA and the regulations on its application, as well as the risk associated with this, and applies adequate measures and procedures intended to minimise this risk, taking into account the nature, scale, and complexity of its activity, as well as the nature and scope of the services provided by it. Art. 123. (Amended and supplemented – State Gazette, No. 55 of 2022) (1) The management company establishes and maintains a permanent and operational internal regulatory compliance unit that functions separately and independently from other units and activities. The internal regulatory compliance unit reviews and evaluates the adequacy and effectiveness of the measures, policies and procedures adopted by the management company under Art. 122, as well as the actions taken to eliminate all deficiencies in compliance with obligations by the management company. The internal regulatory compliance unit advises and assists the persons who work under a contract for the management company, responsible for the performance of services and activities for compliance with the obligations of the management company under the CISOUCIA and its implementation. (2) In order to ensure the correct and independent performance of obligations under para. 1, the management company guarantees that the internal business unit for regulatory compliance has the necessary authorisations, means, competency, and access to the entire corresponding information. (3) (Amended – State Gazette, No. 55/ 2022) The internal regulatory compliance business unit is managed by a supervisor. The business unit should prepare and present to senior management or the other person or body performing supervisory functions, up to the 10th day of the month following each six-month period, a report of the business unit's activity for the indicated period. The report under sentence one must indicate detected risks, omissions, and inconsistencies, if any, and the measures taken to resolve them. (4) Persons working under a contract with the management company, participating in an internal regulatory compliance business unit, must not participate in implementation of the services and activities monitored by them. (5) The manner of determining the remuneration of persons working under a contract for the management company, participating in the regulatory compliance business unit, must not compromise their objectiveness and must not give rise to a possibility for this.
(6) Regardless of the requirements of para. 3, the management company may not comply with the provisions of para. 4 and/or para. 5, if it can prove that taking into account the nature, scale, or complexity of the activity performed by it, and also the character and scope of investment services and activities, these requirements are not justified and the work of the internal regulatory compliance business unit continues to be effective. (7) In the event that the management company applies the exception under para. 6, it should notify the Commission about this within a 3-day period. (8) (new - State Gazette, issue 55 of 2022) When the management company provides the additional services under Art. 86, para. 2, items 2 - 4 CISOUCIA, the regulatory compliance unit also performs the functions of a compliance verification unit. The requirements of Art. 40 - 46 and 49 - 52 of Ordinance No. 38 apply to the activity of the unit. Art. 124. (1) The management company, where applicable and taking into account the nature, scale, and complexity of its activity, and also the type and scope of performed activity for management of the collective portfolio, creates and maintains an internal audit business unit, which functions separately and independently of other business units and activities. (2) The internal audit business unit is responsible for:
Directive (OJ, L 87/1 of 31 March 2017) (Delegated Regulation (EU) 2017/565), or otherwise would represent misuse of information related to outstanding orders; 3. (amended – State Gazette, No. 55/2022) disclosure, outside the normal for performance of his/her work-related or contractual obligations in compliance with Art. 10, para. 1 of Regulation (EU) NO. 596/2014 of any information or opinion, to another person, if a person working under a contract for the management company knows or is supposed to know that as a result of this disclosure, the person will take or is likely to take the following actions: a) (amended – State Gazette, No. a) effect a transaction with financial instruments, which, had it been a private transaction of a person working under a contract for the management company, would fall under the hypotheses of para. 1, item 1, or under Art. 37, para. 2, item 1 and 2 of Ordinance No. 565, or would otherwise constitute abuse of information associated with orders which are not implemented; b) give counsel or aid another person in effecting such a transaction. (2) Organisation and measures under para. 1 must guarantee that:
within one of the following situations, regardless whether as a result of providing services under collective portfolio management, or otherwise:
(2) Procedures and measures under Art. 127, para. 3, item 2, where it is necessary and suitable for the management company, in order to guarantee the corresponding degree of independence, also include the following:
effective procedures for prevention or control of the exchange of information between persons working under a contract for the management company, participating in activities for collective portfolio management, associated with the risk of conflict of interests, where such exchange of information might harm the interests of one or more clients;
separate supervision of the persons working under a contract for the management company, whose functions are associated with performing activities for collective portfolio management on behalf of clients or for providing of services to clients or investors, whose interests might be in conflict, or who otherwise represent different interests, which might be in conflict, including with the interests of the management company;
removing any direct link between the remuneration of persons working under a contract for the management company, participating in performing a given activity, and remuneration of other persons working under a contract with the management company participating in performing another activity, or the income created by them, where a conflict of interests might arise related to these activities;
measures to avoid or limit any person to exercise undue influence on the way, in which a person working under a contract for the management company performs collective portfolio management activities;
measures for prevention and control of simultaneous or consecutive participation of a person working under a contract for the management company in separate activities for the management of the collective portfolio, where such participation might hinder the management of conflicts of interest. (3) If adoption or the action of one or more of the measures and procedures under para. 2 does not ensure the necessary degree of independence, the management company undertakes alternative or additional measures and procedures, necessary and suitable to ensure the corresponding degree of independence. Art. 129. (1) The management company maintains and regularly updates a register of the types of activities for collective portfolio management performed by it or on behalf of it, where:
a conflict of interests has occurred, giving rise to a significant risk of damaging the interests of one or more collective investment schemes managed by the company, or other clients, or,
in the event that the activity for collective portfolio management is performed, a conflict of interests might arise, causing a significant risk of damaging the interests of one or more collective investment schemes managed by the company, or other clients. (2) In the cases where the organisation or administrative structure established by the management company with regard to the management of conflicts of interest cannot to a sufficient and reasonable degree ensure prevention of risks of harming the interests of a collective investment scheme managed by the company, or of the unitholders of this scheme, the senior management or another competent internal body of the management company must be informed in a timely manner, in order to take the necessary decision, guaranteeing that in all cases the management company is acting in the best interest of the collective investment scheme and of its unitholders. (3) In cases under para. 2, the management company informs investors in a suitable manner, whereas the information is provided on a durable medium, and justifies its decision. Art. 130. (1) The management company must develop suitable and effective strategies to determine the time and manner, in which the right to vote arising from the financial instruments in the managed portfolios will be exercised in the exclusive interest of the corresponding collective investment scheme. (2) Strategies under para. 1 include measures and procedures for:
monitoring of the corresponding corporate events;
guaranteeing that exercising of the right to vote is in compliance with the investment aims and policy of the corresponding collective investment scheme;
preventing or management of any conflicts of interests arising from exercising of the right to vote. (3) The management company provides a summarised description of strategies under para. 1 to the investors. (4) Information on details with regard to the actions taken in relation to these strategies is provided to unitholders free of charge by their request. Section V Rules for operations Art. 131. (1) The management company treats fairly the unitholders of collective investment schemes managed by it. (2) The management company must not place the interests of any group of unitholders above the interests of another group of unitholders. (3) The management company applies suitable policies and procedures aiming to prevent abuse, which can reasonably be expected to affect market stability and integrity. (4) The management company uses fair, correct, and transparent price models and systems for evaluation of collective investment schemes managed by it in compliance with applicable law, so as to perform its obligation to act in the unitholders' best interest. The company must be able to prove that portfolios of collective investment schemes are evaluated correctly. (5) The management company performs its activity in a way, which will prevent accrual of excessive expenses for the collective investment scheme and its unitholders. Art. 132. (Supplemented – State Gazette, No. 63 /2016; amended and supplemented, No. 55 /2022; amended No. 38/ 2023) (1) The management company acts with due diligence in the selection and ongoing monitoring of investments, which must always be in the best interest of the collective investment scheme and its unitholders. (2) (Supplemented – State Gazette, No. 63 /2016; supplemented No. (2) (Supplemented – State Gazette, issue 55 of 2022) The management company ensures performance of its activity with the necessary knowledge and understanding regarding the assets the collective investment schemes managed by the company invest in. For this purpose, the management company appoints an investment consultant who is contractually employed and is listed in the register under Art. 30, para. 1, item 8 of the FSCA. (3) The management company adopts written policies and procedures for due diligence and has an effective organisation guaranteeing that the investment decisions taken on behalf of the collective investment schemes it manages correspond to the aims, investment strategy, and risk limitations of these collective investment schemes. (4) In implementation of its risk management policy and where this is suitable with regard to the nature of the expected investment, the management company must prepare estimates and perform analyses of the investment's contribution to the structure, liquidity, risk profile and return of the collective investment scheme's portfolio, before it makes the corresponding investment. (5) Analyses under para. 4 must be made only based on reliable and current information with respect to quantity and quality. (6) (new - State Gazette, issue 55 /2022, effective from 01.08.2022; amended State Gazette. No. 38 / 2023) The management company takes into account sustainability risks when fulfilling the requirements under para. 1 - 5, as well as when concluding, managing or terminating contracts with third parties regarding the performance of risk management activities, including when they take the necessary steps to verify the skill and capacity of the third party to perform in a reliable, professional and effective manner the risk management activities and when they adopt methods for ongoing assessment of performance standards
by the third party. (7) (new - State Gazette, issue 55 /2022, effective from 01.08.2022; amended State Gazette. No. 38 of 2023) When the management company considers the main negative impacts of its investment decisions on sustainability factors, as specified in Art. 4, paragraph 1, letter "a" of Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability‐related disclosures in the financial services sector (OJ, L 317/1 of 9 December 2019) (Regulation (EU) 2019/2088), or in fulfillment of the requirements under Article 4, paragraphs 3 or 4 of the same regulation, it takes into account these main adverse impacts when fulfilling the requirements under Paragraph 1 - 5, including when concluding, managing or terminating contracts under paragraph 6. Section VI Best performance Art. 133. (1) The management company acts in the best interest of the collective investment scheme managed by it when implementing decisions for transactions on behalf of the corresponding scheme while managing its portfolio. The management company, in performing the obligation under para. 1, takes all reasonable actions to achieve the best possible result for the collective investment scheme, taking into account the price, expenses, term, likelihood of implementation and settlement, the volume and type of the order, or any other circumstance associated with implementation of the order. In order to determine the corresponding value of these factors, the following criteria are applied:
applied: (3) To fulfill the obligation under para. 1 the management company adopts and implements an assignment policy. The policy specifies the entities to which the contract may be awarded in respect of each class of financial instruments. The (4) management company concludes a contract for the execution of an order only if this contract does not violate its obligations under this article. The management company provides unitholders with suitable information regarding the established policy, and also regarding any significant changes to this policy; (5) The management company regularly monitors the effectiveness of the adopted policy and more specifically the quality of implementation by the subjects determined in this policy, and, where necessary, rectifies any detected defects. (6) The management company reviews the policy annually, and also in the event of significant change affecting the management company's ability to continue achieving the best possible result for the collective investment schemes it manages; (7) The management company must be capable of proving that it assigns orders on behalf of the collective investment schemes it manages in accordance with the policy under para. 3. Section VII Effecting transactions with the collective investment scheme's assets and requirements for their registration and storing of information on them Art. 135. (1) The management company adopts and applies procedures and measures ensuring the due, correct, and fast effecting of orders with assets in the portfolios of collective investment schemes it manages. (2) Procedures and measures under para. 1 must meet the following requirements:
scheme or other clients. (4) Where the management company aggregates an order of a specific collective investment scheme or another client with a transaction made at its own expense, and the aggregated order is implemented partially, the management company allocates the corresponding transactions of the collective investment scheme or of the other client as a higher priority, before allocating the transactions at its own expense. (5) If the management company is able to reasonably justify before the collective investment scheme or other of its clients, that without aggregating the orders, the company would not be able to effect them at the same profitable terms or effect them at all, it may allocate proportionally the transaction made at its own expense in accordance with the policy under para. 1, item 2. Art. 137. (Amended – State Gazette, No. 55/ 2022) (1) The management company guarantees that for each transaction associated with a collective investment scheme's portfolio, information needed to reproduce the details regarding the order and the performed transaction is immediately recorded. (2) The record under para. 1 includes:
understandable way before providing the corresponding service; b) payment of a fee or Commission or providing of non-monetary benefits must aim to improve the quality of the corresponding service and not to hinder performing of the management company's obligation to act in the collective investment scheme's best interest; 3. specific fees permitted or needed for the provision of the corresponding service, including trustee fees, fees for settlement or currency exchange, regulatory fees, taxes or legal fees, and which by their nature cannot lead to conflicts of interests with the management company's obligations to act honestly, fairly, and professionally in the collective investment scheme's best interest. (2) The management company may, for the purposes of para. 1, item 2, item "b", announce in a summarised form the main conditions of agreements regarding fees, commissions, or non-monetary benefits. By a unitholder's request, the management company undertakes to disclose additional details regarding the agreements. Art. 138а. (New - State Gazette No. 55 of 2022) When a management company that manages a collective investment scheme provides for performance fees, the management company complies with the requirements of Art. 138b - 138d. Art. 138b. (New - State Gazette No. 55 of 2022) (1) The method for calculating performance fees must be verifiable, not subject to manipulation and include at least the following elements:
a benchmark indicator that serves as a basis for measuring and comparing the results achieved by the collective investment scheme, and this benchmark indicator can be an index, a model of the highest net asset value, the lowest rate of return or a combination of them;
the period for which the performance fee is charged and the date on which it is paid to the management company, which coincides with the end of the period for which the fee is calculated and cannot be more than once a year;
a reference period in which performance is measured and at the end of which the compensation mechanism for performance that is negative or below expectations can be reset;
the amount of the performance fee;
methodology for calculating performance fees for results achieved based on the above input data and other relevant input data;
calculation frequency, which should coincide with that of the calculated net asset value. (2) The method used to calculate the performance fee should ensure that the performance fees are always proportional to the actual performance of the investments of the collective investment scheme. Artificial increases or decreases due to new contributions or redemptions in the collective investment scheme are not taken into account when calculating the performance. (3) At any moment, the management company must be able to explain how the performance fee model represents a reasonable incentive for better management of the collective investment scheme and how its use is consistent with the investors' interests. (4) When determining the performance fees and their final payments, a symmetrical approach of distribution and elimination of their payment is observed for positive and, respectively, negative results. (5) Performance fees may be calculated on a per investor basis. Art. 138c. (New - State Gazette No. 55 of 2022) (1) The management company is obliged to create an evaluation and control mechanism, through which it periodically monitors whether the performance fee model is in compliance with the investment goals, strategy and policy of the collective investment scheme. (2) In the creation and implementation of the evaluation and control mechanism under para. 1 the management company observes compliance with the following requirements, consistent with the calculation methodology and parameters of the performance fee:
whether the chosen performance fee model is suitable for the collective investment scheme in accordance with the adopted investment policy, strategy and goal;
whether the benchmark is appropriate, for the collective investment schemes where the performance fee is calculated on the basis of a benchmark, in view of the investment policy and strategy of the collective investment scheme and whether it adequately represents the risk-return profile of the collective investment scheme, and the assessment of this includes any change or discrepancy between the investment goals of the collective investment scheme and the selected benchmark, as well as the compliance indicator under para. 6. (3) In the event that a collective investment scheme is managed in accordance with an index, the performance fee is determined in accordance with this index, and determining the performance of the collective investment scheme may include together or separately the following:
comparison of achieved results with the index;
tracking the deviation in the portfolio structure of the fund and the index. (4) In the cases under para. 3 the benchmark used to structure the portfolio of the collective investment scheme should be the same as the benchmark used to calculate the performance fee. (5) In the event that the collective investment scheme is managed on the basis of an index, but the structure of the portfolio differs from the distribution of equity participations in the benchmark index, the indicator used for structuring the portfolio should correspond to the benchmark indicator used for calculation of the performance fee. The conformity assessment is based on a comparison with indices that have a similar risk-return profile or fall into the same group in terms of the synthetic indicator of risk and return. (6) In connection with the conformity assessment under para. 5 depending on the types of assets that were used to structure the portfolio of the collective investment scheme, the management company complies with at least the following compliance indicators:
expected return;
set of investments;
beta-exposure to a certain class of underlying assets;
geographical exposure;
sector exposure;
allocation of the Fund’s income;
liquidity measures;
duration;
credit rating category;
volatility and/or historical volatility. (7) When a target return of the collective investment scheme, determined as a premium over the value of a specific benchmark, is used to determine the performance fee, a benchmark with which a systematically lower threshold is determined and deviated from is not used in the calculation of the fee from the previously set goal. (8) When a base fee model is used for the calculation of the performance fee, the determination of the fee is based on the same benchmark used to determine the achieved results exceeding the set goal. (9) In all cases, the result of the collective investment scheme, exceeding the previously set goal, is calculated after deducting all costs, but without deducting the performance fee, if this is in the best interest of the investor. (10) If there have been changes in the benchmark during the reference period, the values of the benchmark for that period are calculated by connecting the base index that was in force before the date of the change and the new benchmark used subsequently. (11) The performance fee promotes reasonable and effective risk management and does not encourage risk-taking inconsistent with the risk profiles, rules or founding documents of the managed collective investment schemes, as well as does not affect the performance of the
management company's obligation to act in the best - good interest of the collective investment scheme. Art. 138d. (New - State Gazette No. 55 of 2022) (1) The frequency with which the accumulated performance fee, if any, becomes payable to the management company shall not be greater than once a year. (2) Paragraph 1 does not apply in the following cases:
Requirements to the management company when providing additional services under Art. 86, para. 2, item 2-4 of CISOUCIA (Title amended – State Gazette, No. 63 /2016) Art. 139. (Amended and supplemented – State Gazette, No. 63 /2016; amended No. 55 / 2022) (1) (Revoked – State Gazette, No. 55 /2022) (2) (Supplemented – State Gazette, No. 63 /2016; revoked No. 55 /2022) (3) (Amended – State Gazette, No. 63 /2016) When providing services other than those under Art. 86, para. 2, item 3 of CISOUCIA to a new non-professional client, the management company provides to it, on paper or on another durable medium, information on the client's and the management company's main rights and obligations, including by providing the general terms applied by the company. (4) The content of the general terms is determined depending on the services and activities offered by the management company, whereas they may contain the information the management company must provide to its clients under the requirements of the present ordinance. (5) (Supplemented – State Gazette, No. 63 /2016) The management company includes in its general terms or in the contract with the client, where general terms are not attached, information on the manners for reasonable and fair settlement of disputes and the ways to settle the relationship with the client after terminating the contractual relationship. (6) (Revoked – State Gazette, No. 55 /2022) (7) (Revoked – State Gazette, No. 55 /2022) (8) (Revoked – State Gazette, No. 55 /2022) (9) (new - State Gazette, issue 63 /2016; revoked No. 55 /2022) Art. 140. (repealed– State Gazette, No. 55 /2022) Art. 141. (repealed– State Gazette, No. 55 /2022) Art. 142. (repealed– State Gazette, No. 55 /2022) Art. 143. (Amended and supplemented – State Gazette, No. 63 /2016; revoked No. 55 /2022) Art. 144. (Amended– State Gazette, No. 63 /2016; revoked No. 55 /2022) Art. 145. (repealed– State Gazette, No. 55 /2022) Art. 146. (Supplemented – State Gazette, No. 63 /2016; revoked No. 55 /2022) Art. 147. (Supplemented – State Gazette, No. 63 /2016; revoked No. 55 /2022) Art. 148. (Supplemented – State Gazette, No. 63 /2016; revoked No. 55 /2022) Art. 149. (repealed– State Gazette, No. 55 /2022) Art. 150. (repealed– State Gazette, No. 55 /2022) Section X Capital adequacy and liquidity of the management company Art. 151. (Amended – State Gazette, No. 52 /2015; amended No. 63 /2016; amended completely, No. 55 of 2022) (1) A management company that wants to obtain a permit under Art. 26, paragraph 2 of Regulation (EU) No. 575/2013 for the inclusion of the interim or annual profit in the common equity tier 1, submits an application to the Commission, to which he attaches:
a document certified by the auditor chosen by the management company to certify the annual financial statement, confirming the profit, such as: (a) in respect of the annual profit, an auditor's report or certification letter is submitted stating that the audit has not been completed and that the auditor has not found anything to give them reason to believe that the final report will contain a modified opinion; b) in respect of the interim profit, an auditor's report (in the event of an audit) or a review report within the meaning of IAS 2400 "Engagements to review financial statements" is submitted, or a certification letter in accordance with the conditions of letter "a", if the confirmation submitted by the management company, is an auditor's report;
a declaration, signed by the persons who manage and represent the management company, that the profit has been recorded according to the principles provided for in the applicable accounting program;
a declaration signed by the persons who manage and represent the management company, which indicates the main elements of the interim or annual profit, including the deductions for expected deductions from the profit according to Art. 2 and 3 of Commission Delegated Regulation (EU) No 241/2014 of 7 January 2014 supplementing Regulation (EU) No 575/2013 of the European Parliament and of the Council with regard to regulatory technical standards for Own Funds requirements for institutions (OJ, L 74/8 of March 14,
a certified copy of the decision/proposal of the competent authority of the management company to include the interim or annual profit in the common equity tier 1;
a document certifying the payment of the due fee for issuing the requested permit, if it was not paid electronically. (2) The amount of dividends to be deducted is based on an official decision/proposal of the competent authority of the management company, and in cases where there is no such decision/proposal, on the highest value between:
the maximum amount of dividends, calculated in accordance with the dividend policy;
the amount of dividends, calculated on the basis of the average payout ratio in the last three years;
the amount of dividends calculated on the basis of the payout ratio for the previous year. (3) On the basis of the submitted documents, the Commission establishes the extent to which the conditions under Regulation (EU) No. 575/2013, Delegated Regulation (EU) No. 241/2014 and this Ordinance for issuing the requested permit have been met. If the submitted documents are incomplete or additional information is needed, the Commission sends a message and sets a deadline for removing the identified deficiencies and inconsistencies or for providing additional information and documents. (4) The Commission, on the proposal of the Deputy Chairperson, issues or refuses to issue a permit under para. 1 within 14 days of receiving the application with the documents attached to it, and if additional information and documents are requested - from their receipt. (5) The Commission refuses to issue a permit for the inclusion of the interim or annual profit in the common equity tier 1, when the conditions for its inclusion under Regulation (EU) No. 575/2013, Delegated Regulation (EU) No. 241/2014 are not met and this ordinance, as well as when the due fee for issuing the requested permit has not been paid. The refusal shall be justified in writing. (6) Applicants are notified in writing of the decision within three days. Art. 152. (repealed – State Gazette, No. 55 /2022) Art. 153. (1) The management company maintains at all times minimum liquid funds, including monetary fund’s in cash, in term and sight deposits in a bank, which is not undergoing an insolvency procedure, state securities, and mortgage and municipal bonds having a market price, with an amount no less than that of its present obligations with a maturity date up to 3 months. (2) At least 90 per cent of the monetary fund’s under para. 1 must be in term and sight deposits in a bank. Art. 154. The management company prepares a quarterly report of its capital adequacy and liquidity according to a standard form approved by the Deputy Chairperson. Section XI Disclosure of information Art. 155. (Amended – State Gazette, No. 63 /2016; amended and supplemented, No. 55/2022. (1) The management company informs the Commission about:
entering the company in the commercial register;
change in the name, seat, management and correspondence address, UIC or the tax number;
opening or closing a branch or an office;
(Supplemented – State Gazette, No. 55 /2022) change in the composition of the management and/or supervisory body, as well as a person entrusted with the management of the company;
change in the manner of representation;
amendment and/or supplementing of the statute and internal rules;
change in the circumstances reflected in other documents serving as grounds for the issuing of a license to pursue activity as a management company;
arising or change in a circumstance, as a result of which the regulatory requirements to members of the management and/or control body, to other persons assigned with management of the company, to the chief of the regulatory compliance business unit and the investment consultant, are no longer met; 9 (amended – State Gazette, No. 55 /2022) concluding or terminating a contract with an investment consultant, with the head of the regulatory compliance unit or the internal audit unit;
(amended – State Gazette, No. 63 /2016; amended No. 55/2022) termination a contract for assigning of functions and actions under Art. 86, para. 1 and para. 2, item 1 and 4 of CISOUCIA to a third person;
application of forced administrative measures, administrative penalties, and other sanctions for serious violations by other state authorities or by the Central depositary to the management company and to members of the management and/or control body and persons working under a contract for the management company;
started legal and arbitration procedures the company is a party to, if such have had or may have a significant effect on its activity;
starting an insolvency procedure;
making a decision to transform;
making a decision to terminate;
opening a liquidation procedure;
change in the general terms applicable to management contracts;
arising of other circumstances subject to recording in the Commission's register under a separate ordinance, respectively changes to these circumstances. (2) (Amended – State Gazette, No. 63 /2016; amended No. 55 / 2022) The obligation under para. 1 must be fulfilled within 7 days from the decision being made or from the occurrence of the circumstance or change, respectively from learning of the occurrence or change in the circumstance, and when the circumstance is subject to entry or announcement in the commercial register - within 7 days from the entry, respectively the announcement, and the relevant documents under para. 1, certifying the relevant circumstances under items 6 - 10 and 14 - 17. Art. 156. (Amended and supplemented – State Gazette, No. 63 /2016; amended No. 55 /
information on the amount of remuneration of members of its management and control bodies, information on received remuneration from the management company individually for each of the collective investment schemes and other portfolios managed by them. (4) (Amended – State Gazette, No. 55/2022) The management company shall present to the Commission information under the present section in the manner of Art. 25 of Ordinance No. 2. Section XII Conversion of management companies Art. 157. (Supplemented – State Gazette, No. 55/ 2022. (1) The management company may be converted by merger, takeover, split or spinoff provided that after conversion each of the receiving or new management companies is in compliance with the requirements of CISOUCIA. (2) For issuing of a permit for conversion under para. 1, a request must be submitted to the Commission, to which the following data and documents are attached:
company in the Republic of Bulgaria, if the license already issued to the host company is amended as a result of conversion. (4) The Commission notifies the Registry Agency of the issued permit for conversion within a three-day period. Chapter Seven (repealed – State Gazette, No. 63 /2016) REQUIREMENTS TO THE ACTIVITY OF A CLOSE-ENDED INVESTMENT COMPANY (New - State Gazette No. 63 /2016) NATIONAL INVESTMENT FUNDS Section I (new - State Gazette No. 63 /2016) Requirements to the organisation and activity of national investment funds Art. 159. (Revoked and new - State Gazette, issue 63 /2016; amended and supplemented, No. 55/ 2022) (1) The relationship between the national investment company and the management company or an alternative investment fund manager is established in a contract with corresponding application of Art. 2. (2) (Amended – State Gazette, No. 55 /2022) The contract with the depository where the assets of the national investment fund are held, has the following minimum content:
case of termination or declaration of bankruptcy of the national investment fund manager; 13. the conditions necessary to facilitate replacement of the depositary and the procedure, under which the entire essential information is forwarded to the new depositary, including the rules for protection of unitholders/shareholders during such replacement. 14. the term of validity of the contract and the conditions under which it can be amended or terminated; 15. expenses by types, which will be borne by each of the parties; (3) (new - State Gazette No. 55 of 2022) The provisions provided for in the contract under para. 2 rights and obligations should be formulated in such a way as not to hinder the access of the Commission, respectively the competent authorities of the Member State of origin of the national investment fund manager, to important documents and information. Art. 160. (Revoked and new - State Gazette, issue 63 / 2016) (1) A closed-end national investment company must have subscribed capital of no less than BGN 250,000, where contributions to the company's capital may only be made in cash. (2) No less than 25 per cent of the national investment company's capital under para. 1 must be deposited when submitting the request for issuing of a license to pursue activity as a national investment company, and the remaining part – within a 14-day period of receiving the written notification from the Commission that the license will be issued after depositing the full amount of capital. (3) A closed end national investment company must at all times possess equity no less than the capital under para. 1. (4) The company under para. 1 may issue preferred shares under the conditions of the Commercial act. (5) The company under para. 1 maintains a structure of assets and liabilities allowing it at any moment to cover its obligations. Art. 161. (Revoked and new - State Gazette, issue 63 /2016) (1) The management company, the alternative investment fund manager which manages a national investment fund, respectively a national investment company under Art. 172, para. 3 of CISOUCIA, establishes, applies, and maintains accounting policies and procedures, as well as rules for evaluation of assets and liabilities allowing at all times all assets and liabilities of the national investment fund to be identified and evaluated. The rules, policies, and procedures under sentence one must be in compliance with all applicable accounting standards and norms. (2) Persons under para. 1 introduce, apply, and maintain policies and procedures for accounting and evaluation of their assets and liabilities, guaranteeing that information in the financial statements is correct, clear, and free of contradictions, and is in compliance with the applicable international accounting norms and standards. The requirements of Art. 23 apply to national investment funds. (3)(The process of evaluation of assets and liabilities of a national investment fund shall be documented in a way, which allows to accurately determine the applied methods for evaluation, including of assets acquired by leverage. Art. 162. (Revoked and new - State Gazette, issue 63 / 2016) (1) Calculation of the net asset value of a national investment fund is performed by the management company, by the alternative investment fund manager which manages a national investment fund, or by the depositary applying accordingly Art. 21, para. 2-7 of CISOUCIA. (2) The depositary of an open-end national investment fund exercises control over the calculation of net asset value, where this calculation is not assigned to it, applying accordingly Art. 24, para. 2. (3) Calculation of net asset value under para. 1 may also be performed by a third person accordingly in compliance with the provisions of Art. 106, para. 1-2, and 5-6, or Art. 222 of CISOUCIA. (4) Persons under para. 1-3 must comply with the rules for portfolio evaluation and establishing the net asset value of the national investment fund.
Art. 163. (Revoked and new - State Gazette, issue 63 /2016) (1) The rules for evaluation of the portfolio and establishing the net asset value of the national investment fund include the policies and procedures for evaluation of the fund's net asset value, which must encompass all significant aspects of the process of evaluation and control with regard to this process. The rules under sentence one ensure performing a stable, transparent, understandable and accordingly documented evaluation process. (2) The evaluation policies and procedures establish the methods of evaluation used for each asset type, in which the national investment fund may invest in accordance with the statute, respectively its rules. The national investment fund cannot invest in a specific type of asset for the first time, if it doesn't have a previously established method for evaluation of this asset type. (3) The rules under para. 1 stipulate performing a periodic review of policies and procedures, including the evaluation methodologies. Review is performed at least once within one calendar year and before the national investment fund begins applying a new investment strategy or before it acquires a new asset type, which is not included in the current evaluation policy. (4) The rules under para. 1 indicate the manner of performing a change of policies and procedures for evaluation and the cases where this is suitable. Suggestions for changes in policies and procedures are presented to the senior management, who review and approve each change. (5) Provisions of Art. 25-33 and 35 apply respectively to changes in the procedure and manner of evaluation of a national investment fund's assets and liabilities. Art. 164. (Revoked and new - State Gazette, issue 63 /2016; amended and supplemented, No. 55 / 2022) (1) (Supplemented – State Gazette, No. 55/ 2022) The open-ended national investment fund determines the issue value and redemption price for its units at least twice a month at regular time intervals. The information per sentence is first published in the manner specified in the prospectus within the period under Art. 64, para. 1 CISOUCIA. (2) (Amended – State Gazette, No. 55/ 2022) The open-ended national investment fund submits to the Commission within three working days from the end of each month summary information on the determined issue value and redemption price of its units or shares for the previous month. (3) (new - State Gazette, issue 55/2022) Para. 77 applies accordingly for obtaining the application under para. 1. (4) (Previous para. 3 - State Gazette No. 55/2022) The open-ended national investment fund, the units of which are admitted to trading with corresponding application of chapter three "a" of CISOUCIA, complies with all provisions of CISOUCIA and the present ordinance applicable to the activity of exchange-traded funds. Art. 165. (Revoked and new - State Gazette, issue 63 /2016) (1) A national investment fund invests in liquid financial instruments without limitation to their type and other liquid financial assets under Art. 186 of CISOUCIA, maintaining a structure of assets and liabilities, which allows it to meet its liabilities. (2) An open-ended national investment fund must constantly have at its disposal short-term liquid assets for implementation of obligations for redemption of units/shares. (3) An open-ended national investment fund adopts rules for maintaining and management of liquidity corresponding to the size, structure, and nature of the fund. (4) The liquidity rules under para. 3 correspond to the fund's investment strategy, liquidity profile and share buyback policy. These should include the main requirements for liquidity, application of which is to correspond to the size of liquidity risk the corresponding national investment fund is exposed to, the scale and complexity of the process of liquidation or sale of assets, and obligations for redemption. (5) Art. 11, para. 1, items 1, 2, and 5-7, and pars. 2, Art. 13, para. 1 apply to the requirements for liquidity of financial instruments open-ended national investment funds
invest in. Art. 166. (Revoked and new - State Gazette, issue 63 /2016; amended and supplemented, No. 55 /2022; supplemented issue 38/ 2023) (1) The management company, the alternative investment fund manager which manages a national investment fund, respectively the national investment company under Art. 173, para. 3 of CISOUCIA, adopts and applies suitable internal rules for risk management with the aim of continuous monitoring and evaluation of the risk of each item in the fund's portfolio. (2) Risk management rules include the necessary procedures allowing at any time an evaluation to be made of the national investment funds rate of exposure to market risk, liquidity risk, and counterparty risk, as well as all other risks, including operating risks, which may be significant for the national investment fund. (3) Measures, processes, and techniques in the rules for risk management must be in accordance with the nature, scale, and complexity of the national investment fund's business activity, and corresponding to its risk profile. (4) The national investment fund's risk management rules include at least the following elements: a) techniques, instruments, and measures allowing the detection, measurement, management, and control at all times of risks its assets are or may be exposed to; b) thresholds for each risk established in accordance with the national investment fund's nature, and justification of the manner, in which these correspond to the fund's risk profile and strategy; c) techniques, instruments, and measures allowing evaluation and monitoring of liquidity risk for the open-ended national investment fund, in usual and extraordinary circumstances, including by performing regular stress-tests; d) distribution of responsibilities associated with risk management; e) conditions, content, frequency of reporting by persons, to whom a permanent risk management function is assigned. (5) (Supplemented – State Gazette, No. 55/2022) The risk management function is performed by a risk management department or is delegated to a third party under the conditions of Аrt. 106, para. 1-2, and 5-6, or Аrt. 222 of CISOUCIA, and in compliance with Art. 41, para. 6. (6) (Amended and supplemented – State Gazette, No. 55 /2022; supplemented issue 38/2023) With regard to the organisation and activity of the risk management department and the risk management policy, the provisions of Art. 41, para. 2-4, Art. 42, Art. 43, para. 1, Art. 44, para. 3, Art. 45-45e, Art. 47, Art. 48, para. 3 and 4, Art. 48a, Art. 49, para. 2-5 apply respectively. 5. The provisions of Art. 44, para. 3, item 3 and Art. 45 - 45e. do not apply to closed-end national investment funds. (7) The management company, the alternative investment fund manager, which manages a national investment fund, respectively the national investment company under Art. 172, para. 3 of CISOUCIA, performs at least once a year evaluation, control, and recurring review of:
remain available until the next one is performed. (10) Crossing of each threshold under Art. 44, para. 3,item 4 is documented by the risk management business unit and is reported in order to take corrective measures as provided for in the risk management rules. (11) Limitations for concentration of the issuer under Art. 187 of CISOUCIA for each national investment fund are calculated based on the underlying exposure arising through the use of derivative financial instruments according to the method of commitments. (12) (new - State Gazette, issue 55/ 2022) For a new national investment fund, Art. 45 applies accordingly. Art. 167. (Revoked and new - State Gazette, issue 63 /2016; amended No. 55/ 2022) (1) For issuing of a permit to an open-ended national investment fund to use a loan, a request is submitted to the Commission, attaching respectively the data and documents under Art. 53. (2) The national investment fund under para. 1 may only use more than one loan if within the same period the total amount of loans does not exceed the amount indicated in Art. 188, para. 2 of CISOUCIA. (3) With regard to requirements for the use of a loan by an open-type national investment fund, Art. 54, para. 2, Art. 56, para. 1-3, Art. 57 and 58 apply respectively. Art. 168. (Revoked and new - State Gazette, issue 63 /2016; amended No. 38 / 2023) (1) (Amended – State Gazette, No. 38 /2023) For issuing of a permit to a closed-end national investment fund to use a loan, a request is submitted to the Commission, attaching the following:
Art. 169а. (New - State Gazette No. 55 /2022) (1)The key investor information document must contain a clear warning in case the open-ended national investment fund allows charging and payment of performance fees and/or in periods of negative performance of the open-ended national investment fund. (2) The key investor information document must state the benchmark and past performance against it where performance fees withheld from investors are calculated based on a benchmark. Art. 170. (Revoked and new - State Gazette, issue 63 /2016) (1) The national investment fund keeps daily accounting of the activity regulated in the law and its by-laws, and also in the company's internal acts. (2) With regard to maintaining and storing of accountancy, provisions of Art. 110 are applied respectively. Art. 171. (Revoked and new - State Gazette, issue 63 /2016) (1) The alternative investment fund manager which manages a national investment fund, respectively the national investment company, adopts, applies, and maintains rules for the private transactions, stipulating the procedure and conditions for effecting private transactions with financial instruments of each person working under a contract for the company and involved in activities, which may cause a conflict of interests, or having access to internal information or other confidential information associated with a national investment fund or with transactions with such fund, in accordance with the activity and functions performed by him/her on behalf of the national investment company, respectively the alternative investment fund manager which manages a national investment fund. (2) Art. 125 applies respectively to rules for private transactions. Art. 172. (Revoked and new - State Gazette, issue 63 /2016) (1) The alternative investment fund manager which manages a national investment fund, respectively the national investment company under Art. 172, para. 3 of CISOUCIA, adopts rules for avoiding of conflict of interests, which may arise in the course of providing services and activities and the existence of which may damage the national investment fund's interests. (2) Rules under para. 1 envisage rules for:
Information in the key investor information document is disclosed in accordance with Commission Regulation (EU) No 583/2010 of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards key investor information and conditions to be met when providing key investor information or the prospectus in a durable medium other than paper or by means of a website (OJ, L 176/1 of 10 July 2010). (5) When disclosing information under Art. 191, para. 1 of CISOUCIA, the closed-end national investment fund complies with the requirements of Ordinance No. 2. (6) (new - State Gazette, issue 55 / 2022) An open-ended national investment fund which provides for a performance fee applies the requirements of Art. 71, para. 6 - 9 and Art. 138b
decision to change the person under Art. 77, para. 3, item 3 MFIA, with which a contract for investment advise was concluded;
change in the manner of representing of the national investment company;
decision for change of the investment intermediary, through whom most orders at the expense of the national investment fund are performed;
a decision for temporary suspension of redemption of shares or units of an open-ended national investment fund;
the decision for resuming of redemption;
decision for change of the amount of expenses for issuing, respectively redemption;
change in the circumstances reflected in documents serving as grounds for issuing of a license, respectively a permit for organisation and management of a national investment fund;
initiation of bankruptcy proceedings;
making a decision to terminate;
arising of other circumstances subject to recording in the Commission's register, respectively changes to these circumstances. (2) The person who manages a closed-end national investment fund shall notify the Commission of the circumstances under para. 1, items 1 - 3 and 7 - 10 within 7 days of the occurrence of the relevant circumstance. Art. 174. (New - State Gazette No. 63 /2016; amended No. 55 of 2022) (1) With regard to marketing messages and other information for admission of shares or units of the closedend national investment fund to trading on a regulated market, notification of the result of the first public offering and the information disclosed subsequently, the requirements of Ordinance No. 2 apply. (2) (Amended – State Gazette, No. 55/2022) The requirements of Art. 81 and 82 apply with regard to the content of marketing messages of the open-ended national investment fund. (3) Marketing messages must expressly indicate that the national investment fund is not a collective investment scheme within the meaning of CISOUCIA. Section II (new - State Gazette No. 63 /2016) Conversion and winding up a national investment fund and an alternative investment fund manager Art. 175. (New - State Gazette No. 63 /2016; supplemented No. 55/ 2022) (1) An alternative investment fund manager may be converted by merger, takeover, split or spinoff under the condition that after conversion each of the receiving or new alternative investment fund managers is in compliance with the requirements of CISOUCIA. (2) For issuing of a permit for conversion under para. 1, a request must be submitted to the Commission, to which the following data and documents are attached:
certified transcripts of the decision of the competent body of the converting companies according to statute acts, respectively of the converting company, for effecting the conversion, approval of the contract or plan for conversion under item 3, as well as all necessary amendments and supplements to the statute acts in association with conversion.
a written report of the management bodies of the converting and receiving companies containing detailed legal and economic justification of the contract or plan for conversion and especially of the ratio of exchange, and in case of split and spinoff – of the criterion for allocation of shares, data on the assigned verifier under Art. 262l of the CA, and the authorised depositary under Art. 262x of CA, as well as difficulties in evaluation, if any;
contract or plan for conversion in the form under Art. 262f of the CA and with the content under Art. 262g of the CA, expressly indicating the distribution and management of the alternative investment funds managed by the company;
a financial statement and a report of capital adequacy and liquidity of the converting company/ies as of the last day of the month preceding the date of the contract or plan for conversion the Commission may require from the alternative investment fund manager/s additional information and clarification on the reports, as well as presenting an additional financial statement and a report of capital adequacy as of a given date, including a draft;
information on changes which have occurred in the property rights and obligations under Art. 262n, para. 4 of CA, if any;
the trustee's report under Art. 262m of the CA, respectively also under Art. 262u of the CA;
drafts for a new statute of each of the newly founded companies, respectively for amendments and supplements to the statute of each of the converting and receiving companies. (3) (new - State Gazette No. 55 /2022) In the event of a conversion involving an alternative investment fund manager from another member state, the documents under para. 2 subject to compliance with the special requirements of Chapter Sixteen, Section V of the CA. Art. 176. (New - State Gazette No. 63 /2016; amended and supplemented, No. 55/ 2022) (1) The Commission issues or refuses to issue a permit within one month of receiving the request, and where additional information and documents have been demanded – of their receiving. (2) The Commission refuses to give approval if conversion is not in compliance with legal requirements, the requesting party has presented incorrect data or documents with incorrect content, or the interests of the unitholders of the managed alternative investment funds or the shareholders in the conversion or receiving alternative investment fund manager are not secured. (3) (Amended and supplemented – State Gazette, No. 55/ 2022) The Commission, simultaneously with issuing of a permit for conversion, issues also a license to perform the requested activities and services under Art. 198 of CISOUCIA to the newly founded or the receiving company, if the license already issued to the receiving company is amended as a result of conversion. (4) The Commission notifies the Registry Agency of the issued permit for conversion within a three-day period. Art. 177. (New - State Gazette No. 63 /2016; amended and supplemented, No. 55/ 2022) (1) For a permit to be issued for a closed-end national investment company to be converted into an open-end national investment company, a request is submitted, to which the following are attached:
minutes of the general meeting of shareholders of the national investment company, at which the decision for its conversion was taken, with a certified transcript of the decision of the competent body under the company's statute acts on adopting amendments in the company's internal acts with regard to conversion
circumstances and justification of the proposed conversion
plan for conversion, indicating in detail the sequence of actions to be performed with regard to conversion, and the manner, in which shareholders who have not accepted such conversion by expressly voting against, will be reimbursed;
prospectus and key investor information document of the national open-end investment company;
additional agreements with the management company, respectively the alternative investment fund manager, and with the depositary of the converting company, reflecting the change in the organisation form of the closed-end national investment fund into an openend one;
the statute of the national open-end investment company;
rules for evaluation of the portfolio and establishing the net asset value;
rules for risk management;
(amended – State Gazette, No. 55/2022) data on the name, Personal N, address registration and number of the certificate issued by the Commission to the person under Art. 77, para. 3, item 3 of MFIA, as well as a contract with this person;
expected effect of the suggested conversion on the shareholders' rights; (2) The Commission takes a decision with regard to the request within 20 business days of its receiving, and where additional information and documents have been requested – within 20 business days of their receiving. Art. 100, para. 3 -5 shall apply accordingly. (3) The Commission sends the permit for conversion of the national investment company to the Registry Agency. (4) (Amended and supplemented – State Gazette, No. 55 /2022) The national investment company shall immediately notify the Commission of the entry of the conversion in the commercial register. (5) (new - State Gazette, issue 55 /2022) The representatives of the national investment company shall submit to the Commission within 7 days from the entry of the conversion documents and information for the de-registration of the company and its issue from the register under Art. 30, para. 1, item 3 MFIA. (6) (Previous para. 5, amended – State Gazette, No. 55 / 2022) The Commission deregisters the company as public and its issue from the register maintained by it within 14 days of the notification under para. 5 and issues a new license to the company. Art. 178. (New - State Gazette No. 63 /2016; amended No. 55/ 2022) (1) For a permit to be issued for an open-end national investment company to be converted into an closed-end national investment company, a request is submitted, to which the following are attached:
minutes of the general meeting of shareholders of the national investment company, at which the decision for its conversion was taken, with a certified transcript of the decision of the competent body under the company's statute acts on adopting amendments in the company's internal acts with regard to conversion;
data on the capital accrued by the company up to the date, on which the company has stopped issuing shares, and proof that this capital is in compliance with the requirement of Art. 174, para. 1 of CISOUCIA;
circumstances and justification of the proposed conversion
conversion plan, indicating in detail the sequence of actions to be performed with regard to conversion, and the manner, in which shareholders who have not accepted such conversion by expressly voting against, will be reimbursed;
the names and data on entities holding directly or indirectly 10 or over 10 per cent of shares with a right to vote in the requesting party, or may exercise control over it, and also on the number of votes held by them as of the date, on which the company has stopped issuing shares;
prospectus of the closed-end national investment company;
additional agreements with the management company, respectively the alternative
investment fund manager, and with the depositary of the converting company, reflecting the change in the organisation form of the national investment fund from open-end into closedend. 8. (amended – State Gazette, No. 55/2022) data on the name, Personal N, address registration and number of the certificate issued by the Commission to the person under Art. 77, para. 3, item 3 of MFIA, as well as the contract with this person, if the company will not be managed by a management company or an alternative investment fund manager; 9. the statute of the closed-end national investment company; 10. rules for evaluation of the portfolio and establishing the net asset value; 11. rules for risk management; 12. expected effect of the suggested conversion on the shareholders' rights; (2) The Commission takes a decision with regard to the request within 20 business days of its receiving, and where additional information and documents have been requested – within 20 business days of their receiving. Art. 100, para. 3 -5 shall apply accordingly. (3) The Commission sends the permit for conversion of the national investment company to the Registry Agency. (4) The national investment company notifies the Commission about the entry of the conversion at the Commercial register within a 3-day period of recording. (5) (Amended – State Gazette, No. 55 /2022) Art. 122, para. 3 of POSA and Ordinance No. 22 of 29.07.2005 on the terms and conditions for the registration and de-registration of public companies, other issuers of securities and issues of securities in the register of the Financial Supervision Commission (State Gazette, No. 66 of 2005 ) shall apply for the registration of the company as a public company. The Commission issues a new license to the company within 14 days of the notification under para. 4. Art. 179. (New - State Gazette No. 63/ 2016) (1) In the event of conversion by acquisition, one or more national investment funds (converting funds) are wound up without liquidation and they transfer all their assets and liabilities to another existing national investment fund (receiving fund) against provision of units/ shares of the receiving fund to unitholders/shareholders of the converting funds, if applicable – also of a cash sum amounting to no more than 10 per cent of the value of units thus provided, established based on net asset value. (2) In the event of conversion by merger, two or more national investment funds (converting funds) are wound up without liquidation and they transfer all their assets and liabilities to another national investment fund founded by them (newly founded fund) against provision of units/ shares of the newly founded fund to unitholders/shareholders of the converting funds, if applicable – also of a cash sum amounting to no more than 10 per cent of the value of units/shares thus provided, established based on net asset value. (3) In the event of conversion by split, one national investment fund (converting fund) is wound up without liquidation and they transfer to other founded national investment funds (receiving funds) corresponding parts of its assets and liabilities against provision of units/shares of the newly founded funds to unitholders/shareholders of the converting fund, if applicable – also of a cash sum amounting to no more than 10 per cent of the value of units/shares thus provided, established based on net asset value. (4) In the event of conversion by spinoff, one national investment fund (converting fund), without winding up transfers to one or more founded national investment funds (receiving funds) a part of its assets and liabilities against provision of unites/shares of the newly founded funds to unitholders/shareholders of the converting fund, if applicable – also of a cash sum amounting to no more than 10 per cent of the value of units/shares thus provided, established based on net asset value. Art. 180. (New - State Gazette No. 63 /2016; amended No. 55 of 2022) (1) The transformation of a closed-end national investment fund is carried out with the corresponding application of the provisions of Section II of Chapter Eight of the POSA, as
the documents under Art. 124, para. 1 of the POSA are approved by the Commission in the procedure for issuing a conversion permit. The application is considered within the period under Art. 144, para. 2 CISOUCIA. (2) The Commission sends the permit for conversion of the closed-end national investment fund to the Registry Agency. (3) The national investment fund notifies the Commission about the entry of the conversion into the registers kept by the Registry Agency within a 3-day period of recording. (4) (Amended – State Gazette, No. 55/ 2022) The Commission issues a new license, respectively permit for the newly founded funds, within a 14-day period of notification under para. 3, and enters the newly founded funds and deletes the dissolved funds in the register kept by the FSC, applying Art. 177, para. 5 and 6 and Art. 178, para.5. Art. 181. (New - State Gazette No. 63 /2016; amended and supplemented, No. 55/ 2022) (1) For a permit to be issued for conversion by merger, acquisition, split, or spinoff of an open-end national investment fund a request is submitted, to which the following are attached:
new license, respectively permit, within a 14-day period of notification under para. 3, and enters the newly founded funds and deletes the dissolved funds in the register kept by the FSC. Art. 182. (New - State Gazette No. 63 /2016; amended and supplemented, No. 55/ 2022) (1) A closed-end national investment company is wound up:
the closed-end national investment company may decide to refuse the issued license under Art. 177, para. 1 of CISOUCIA; The decision explicitly states whether the company will continue to exist with another subject of activity and whether it will retain its status as a public company. Upon termination of the company, Art. 182, para. 2 and 3 shall apply accordingly. (4) (Amended – State Gazette, No. 55 /2022) Within 7 days of the decision under para. 3, the company submits the minutes of the general meeting to the Commission. (5) In the event of withdrawal of the license, winding up or insolvency of the management company or the alternative investment fund manager which manages the national investment company, it may:
over by another management company or alternative investment fund manager, with the corresponding application of Art. 109. (5) (Amended – State Gazette, No. 55/2022) If the management of the closed-end national mutual fund is not taken over in the manner of Art. 109, para. 3 applies. Art. 185. (New - State Gazette No. 63 /2016; amended No. 55/2022) (1) An open-ended national mutual fund is wound up:
after withdrawal of the permit for organisation and management of the fund under Art. 177, para. 2 of CISOUCIA;
by decision of the management company or the alternative investment fund manager to refuse the issued permit to organise and manage the open-ended national mutual fund;
where other grounds indicated in its rules arise. (2) (Amended – State Gazette, No. 55/2022) The national mutual fund notifies the Commission about the arising of circumstance under para. 1, item 2 and 3 within a 7-day period of its and provides the Commission with documents about the liquidator’s approval, as follows:
names, Personal N and registration address, profession or occupation, professional experience and qualification of the offered liquidator (liquidators):
criminal record certificate;
declaration that the person has not been declared insolvent and is not undergoing an insolvency procedure;
declaration that the person has not been a member of a management or control body or a partner with unlimited responsibility in a company, for which an insolvency procedure is initiated, or a company wound up due to insolvency, if unsatisfied creditors have remained; (3) (Amended – State Gazette, No. 55 / 2022) The Commission approves the liquidator within 14 days from the submission of the information and documents under para. 2, respectively from the removal of incompleteness and inconsistencies, if such is required. (4) An open-end national mutual fund may be wound up:
as a result of conversion;
after withdrawal of the license, the management company or the alternative investment fund manager winding or declaring insolvency, if the management of the fund is not taken over by another management company or alternative investment fund manager, with the corresponding application of Art. 109. (5) (Amended – State Gazette, No. 55/2022) If the management of the open-ended national mutual fund is not taken over in the manner of Art. 109, para. 3 applies. Art. 186. (New - State Gazette No. 63 /2016; amended No. 55/ 2022) (1) An open-ended national investment company is wound up:
after withdrawal of the company's license under Art. 177, para. 1 of CISOUCIA; by decision of the management company or the alternative investment fund manager to refuse the issued permit under Art. 177, para. 1 of CISOUCIA of the open-ended national investment company; by decision of the general meeting of the open-ended national investment company to refuse the issued license under Art. 177, para. 1 of CISOUCIA;
where other grounds indicated in its statute arise. (2) (Amended – State Gazette, No. 55/2022) The national mutual fund notifies the Commission about the arising of circumstance under para. 1, item 2- 4 within a 7-day period of its and provides the Commission with information and documents about the liquidator’s approval, as follows:
names, Personal N and registration address, profession or occupation, professional experience and qualification of the offered liquidator (liquidators):
criminal record certificate;
declaration that the person has not been declared insolvent and is not undergoing an insolvency procedure;
declaration that the person has not been a member of a management or control body or a partner with unlimited responsibility in a company, for which an insolvency procedure is initiated, or a company wound up due to insolvency, if unsatisfied creditors have remained. (3) (Amended – State Gazette, No. 55 / 2022) The Commission approves the liquidator within 14 days from the submission of the information and documents under para. 2, respectively from the removal of incompleteness and inconsistencies, if such is required. (4) The open-ended national investment company may be wound up:
as a result of conversion;
after withdrawal of the license, the management company or the alternative investment fund manager winding or declaring insolvency, if the management of the company is not taken over by another management company or alternative investment fund manager, with the corresponding application of Art. 109. (5) (Amended – State Gazette, No. 55/2022) If the management of the open-ended national management company is not taken over in the manner of Art. 109, para. 3 applies. Art. 187. (New - State Gazette No. 63 / 2016) Under the condition that applicable law does not stipulate otherwise, with regard to the manner of calling and holding a general meeting of shareholders of a national open-end investment company and distribution of a dividend, the provisions of Chapter eight of POSA apply. The general meeting is called by the company's board of directors. Chapter seven “b” (New - State Gazette No. 63 /2016) REQUIREMENTS FOR THE ACTIVITY OF ALTERNATIVE INVESTMENT FUND MANAGERS AND THE FUNDS MANAGED BY THEM Art. 188. (New - State Gazette No.63 /2016; revoked No. 55 /2022) Art. 189. (New - State Gazette No.63 /2016; revoked No. 55 /2022) Art. 190. (New - State Gazette No.63 /2016; amended and supplemented, No. 55 / 2022) (1) (Revoked – State Gazette, No. 55 /2022) (2) (Supplemented – State Gazette, No. 55 /2022) The annual report of the licensed alternative investment fund manager contains:
audited reporting forms under IAS, an auditor's report and clarification notes and announcements allowing the investors to understand the effect of specific operations, events, and their influence on the financial standing and financial results of the activity of the alternative investment fund manager;
report of capital adequacy and liquidity;
additional information regarding: a) the state and changes occurring over the last year in the shareholding structure, management bodies, delegated functions, with a detailed description of the persons, to whom functions are delegated, and control performed by the alternative investment fund manager with regard to these entities; b) the managed alternative investment funds, the countries, on the territory of which they are established, the investment policy and strategy with regard to each managed alternative investment fund, the policy of the alternative investment fund manager for the use of leverage, the risk profile and other characteristics of alternative investment funds it manages; c) implementation of the policy for remuneration applicable to the alternative investment fund manager, paid remuneration by employee categories, including to those affecting risk and risk management of the alternative investment fund manager, with a breakdown by fixed and variable remuneration paid by the alternative investment fund manager, and also deferred payments; d) the amount of received remuneration from each managed alternative investment fund;
e) other significant information characterizing the activity of the alternative investment fund manager. (3) (Amended – State Gazette, No. 55 of 2022) The licensed alternative investment fund manager submits the report under Art. 226, para. 2 CISOUCIA in the form of reports according to the model determined by the Deputy Chairperson, as well as a quarterly report on its capital adequacy and liquidity. (4) By request of the Deputy Chairperson, the alternative investment fund manager presents additional information and clarification regarding the reports, including analytical reports for each item. Art. 191. (New - State Gazette No. 63/2016) (1) The legal representative of an alternative investment fund manager with seat in a third country, for which the Republic of Bulgaria is a reference country, keeps a register of incoming and outgoing correspondence, which it processes individually for each fund it manages. (2) The legal representative under para. 1 must, by the end of the working day following the day of arising of the corresponding circumstance, notify the Commission and the entity, to which it is a representative, in the event that it is impossible for it to perform its obligations under Art. 223 of CISOUCIA. (3) The legal representative under para. 1 must meet the requirements of Art. 93 CISOUCIA. As proof of the qualification and experience of a legal representative under para. 1, who is a natural person, submits to the Commission:
investment fund; 9. (new - State Gazette No. 55/2022) conclusion or termination of a contract for the delegation of functions under Art. 222 CISOUCIA; 10. (New - State Gazette No. 55/2022) amendments and/or additions to the articles of association or the company agreement and to the other documents that served as a basis for issuing the license to the alternative investment fund manager, as well as to the internal rules; 11. (Previous item 5 - State Gazette No. 55/2022) changes in the information under Art. 237 of CISOUCIA, which the manager must provide to investors for each alternative investment fund it manages; 12. (Previous item 6 - State Gazette No. 55/2022) occurrence of other circumstances subject to recording in the Commission's register, respectively changes to these circumstances. (2) (new - State Gazette, issue 55 of 2022) The person registered under Art. 214 CISOUCIA notifies the Commission of the relevant circumstances under para. 1. Art. 193. (New - State Gazette No. 63 /2016) (1) The methodology for evaluation of net asset value of an alternative investment fund managed by an alternative investment fund manager is specified for each asset owned by the fund, within the rules under Art. 232, para. 1 of CISOUCIA. (2) The information under Art. 235 - 237 CISOUCIA is provided in Bulgarian. Information under Art. 237 of CISOUCIA may be provided to investors also in compliance with the requirements of Art. 191, para. 5, sentence two. Art. 194. (New - State Gazette No. 63 /2016; amended No. 55 /2022) For the issuing of a permit under Art. 251 of CISOUCIA, the following are attached to the application:
the Deputy Chairperson shall notify the company and provide it with a period for explanations and objections. Within 14 days from the receipt of explanations and objections, respectively from the expiry of the period for this according to the first sentence, the Deputy Chairperson issues a reasoned decision. Art. 195c. (New - State Gazette No. 55 of 2022) (1) The licensed alternative investment fund manager shall, for each managed alternative investment fund other than a nonleveraged closed-end alternative investment fund, adopt and implement policies and procedures for performing stress tests for liquidity of the alternative investment fund. (2) The requirements of Art. 41, para. 6, Art. 44, para. 3, item 3, Art. 45, para. 1 - 3 and 5 and Art. 45a - 45d apply to persons under para. 1. (3) When creating a new alternative investment fund, different from a closed-end alternative investment fund that does not use leverage, the alternative investment fund manager in the proceedings under Art. 201 or 239 CISOUCIA must:
investment fund manager shall notify the complainant and the Commission immediately of the reasons for the delay and indicate a deadline for completing the investigation and preparing an answer. (3) (Amended – State Gazette, No. 55 of 2022) The management company or the licensed alternative investment fund manager when processing the complaints received:
of Bulgaria. Chapter Eight ADMINISTRATIVE AND PENAL RESPONSIBILITY Art. 200. (Previous para. 173, fully amended - State Gazette No. 63 /2016; amended No. 55/ 2022) (1) The persons who have committed violations of the ordinance, and also persons who have permitted such violations, are punished under Art. 273 of CISOUCIA. (2) (Revoked – State Gazette, No. 55 /2022) (3) (Revoked – State Gazette, No. 55 /2022) ADDITIONAL PROVISIONS § 1. (Amended and supplemented – State Gazette, No. 63 /2016; amended and supplemented, No. 55 /2022) Pursuant to the ordinance:
solvency of a given issuer. 9. “Restructuring of portfolio” is a significant change in the composition of the collective investment scheme's portfolio. 10. “Counterparty risk” is risk of loss which may arise for the collective investment scheme if the counterparty within the transaction does not perform its obligations before the final settlement of money flows for the transaction. 11. (Amended – State Gazette, No. 63/2016) “Equity” of the management company and the alternative investment fund managers is the equity under part 2, volume 1, chapter 1, and chapter 4 of Regulation (EU) No. 575/2013. 12. “Synthetic indicators of risk and reward” are synthetic indicators within the meaning or Art. 8 of Commission Regulation (EU) No 583/2010 of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards key investor information and conditions to be met when providing key investor information or the prospectus in a durable medium other than paper or by means of a website. 13. “Current liabilities” is the sum of all short-term and the part of long-term liabilities payable within 1 year from the date, as of which the liquidity report is drawn up. 14. “Short-term receivables” are receivables with a term of receiving up to 1 year from the date, as of which the liquidity report is drawn up. 15. “Hedging transactions” are transactions concluded in order to reduce risk associated with the assets of the closed -end collective investment scheme and investment companies. 16. (repealed – State Gazette, No. 55 /2022) 17. (New - State Gazette No. 63 /2016) “Exchange-traded index tracking fund” is an exchange-traded fund which replicates or tracks the performance of an index. 18. (New - State Gazette No. 63/2016) “Tracking error” is volatility of the difference between the annual return of an exchange-traded index tracking fund and the annual return of the index itself. 19. (New - State Gazette No. 63/2016) “Exchange-traded leveraged index tracking fund” is an exchange-traded fund, the strategy of which includes an exposure with index leverage or exposure with leverage index. 20. (New - State Gazette No. 63 /2016) “Complaint” in Chapter Seven "c" is a complaint from a person with regard to provided investment service or portfolio management by a management company or an alternative investment fund manager. 21. (New - State Gazette No. 55 / 2022) “Sustainability risks” means the sustainability risks defined in Art. 2, item 22 of Regulation (EU) 2019/2088. 22. (New - State Gazette No. 55 /2022) “Sustainability factors” means the sustainability factors defined in Art. 2, item 24 of Regulation (EU) 2019/2088. 23. (New - State Gazette No. 55/2022) “Basis Fee Model” is a model based on a type of performance fee which provides for the increase or decrease in the level of the fee in proportion to the investment performance of the fund over a specified period of time in relation to the investments of an appropriate benchmark (including a negative fee deducted from the main fee charged to the fund). 24. (New - State Gazette No. 55 / 2022) “Highest Net Asset Value Model” is a performance fee model where a performance fee can only be charged based on higher than benchmark performance during the performance reference period. 25. (New - State Gazette No. 55 of 2022) “Best performance model” is a performance fee model where a performance fee can only be charged if the net asset value exceeds that at which the performance fee was last charged. § 2. (Sup. – State Gazette, No. 63 /2016; amended and supplemented, No. 55 /2022; amended and supplemented, No. 36 /2023) (1) (Former text of para. 2 - State Gazette No. 36 / 2023) The ordinance introduces:
2010/42/EU of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards certain provisions concerning fund mergers, master-feeder UCITS structures and notification procedure (OJ, L 176/28 of 10 July 2010); 2. (Supplemented – State Gazette, No. 55/2022) Commission Directive 2010/43/EU of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards organisational requirements, conflicts of interest, conduct of business, risk management and content of the agreement between a depositary and a management company (OJ, L 176/42 of 10 July 2010); 3. (Supplemented – State Gazette, No. 55/2022) Commission Directive 2007/16/ЕС of 19 March 2007 implementing Council Directive 85/611/EEC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as regards the clarification of certain definitions (OJ, L 79/11 of 20 March 2007); 4. (New - State Gazette No. 63 /2016; supplemented No. 55/2022) Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014 amending Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as regards depositary functions, remuneration policies and sanctions (OJ, L 257/186 of 28 August 2014); 5. (New - State Gazette No. 55 /2022) Commission Delegated Directive (EU) 2021/1270 of 21 April 2021 amending Directive 2010/43/EU as regards the sustainability risks and sustainability factors to be taken into account for Undertakings for Collective Investment in Transferable Securities (UCITS), (OJ, L 277/141 of 2 August 2021); (2) (new - State Gazette No. 36 /2023) With this ordinance , the application of the following guidelines adopted by the European Insurance and Occupational Pension Insurance Authority is ensured:
105, Art. 106, para. 6, Art. 108, para. 10, Art. 144, para. 6, Art. 174, Art. 181, para. 3, Art. 182, para. 3, Art. 184, para. 2, Art. 188, para. 4, Art. 191, para. 2, item 3, Art. 192, Art. 215, para. 1, item 4, Art. 216, para. 6 and 7, Art. 218, para. 4, Art. 220, para. 2, item 5, Art. 222, para. 9, Art. 226, para. 1 and 2, Art. 227, para. 1, item 5, Art. 229, para. 7 and 8, Art. 230, para. 4, Art. 235, para. 4, Art. 236, para. 5 of CISOUCIA and is adopted by decision No 129-Н of 20 October 2011 of the Financial Supervision Commission. Chairperson: St. Mavrodiev Appendix No. 1 to Art. 71, para. 1 (Amend. – State Gazette, No. 63 /2016; amended and supplemented, No. 55/2022) Minimum content of a collective investment scheme's prospectus Minimum content of a collective investment scheme's prospectus
objectives (e.g. capital growth or realized income), investment policy (e.g. territorial or sectoral specialization), investment policy constraints and indication of techniques and instruments or borrowing powers may be applied to the management of the mutual fund. 2.13. Rules on the measurement of the assets. 2.14. Determination of the sale or issue price and the redemption or purchasing price of the shares and in particular:
3.12. Terms and conditions for redemption of units and circumstances in which redemption may be suspended 3.13. Description of the rules for determining and using (allocating) income 3.14. Description of the company's investment aims, including its financial aims (growing capital and achieved income). investment policy (e.g. territorial or industry specialisation), investment policy limitations and indication of the concepts and instruments or borrowing powers that may be applied in the management of the company 3.15. Rules on the measurement of the assets. 3.16. Determination of the sale or issue price and the redemption price of the units and in particular:
(Amended in full - State Gazette No. 63/2016) Information about the depositary: 4.1. The depositary's identification data and description of its obligations and of conflicts of interests, which may arise. 4.2. A description of all custody functions delegated by the Depositary, a list of persons to whom functions have been delegated or re-delegated, and any conflicts of interest that may arise from such delegation. 4.3. Declaration that by investors' request, current information will be provided about item 4.1 and 4.2.
Information about consulting firms or external consultants who provide advice under a contract and whose remuneration is paid out of the assets of the collective investment scheme: 5.1. Name or type of the company or name of consultant. 5.2. Material provisions of the contract with the management company or the investment company that may be relevant to the unitholders, excluding provisions concerning remuneration. 5.3. Other significant activities.
Information on the organization of payments to unitholders, redeemed units and providing information about the collective investment scheme. This information must be provided in the Member State where the collective investment scheme is established. In addition, where the units are offered on the market of another Member State, this information shall be provided for that Member State in the prospectus published there
Other information about investments: 7.1. Performance of the collective investment scheme (where applicable) for previous years
and supervisory bodies. Brief information about their education and professional experience. Data on the main activities of the persons outside the fund, respectively the company, when they are relevant to it 1.4. Size of the company's subscribed capital. 1.5. Functions and responsibilities of individual business units in the management company associated with the activity of the fund or company. 1.6. Main rights and obligations of the management company and the national investment company under the contract concluded between them. 2. Information about the alternative investment fund manager 2.1. Name of the alternative investment fund manager, legal and organisational form, seat and management address, if different from the seat. 2.2. Registration date of the company and the time period it is founded for, if limited. 2.3. Names and positions in the company of the members of the administrative, managerial and supervisory bodies. Brief information about their education and professional experience. Data on the main activities of the persons outside the fund, respectively the company, when they are relevant to it 2.4. Size of the subscribed capital. 2.5. Functions and responsibilities of individual business units of the alternative investment fund manager associated with the activity of the fund or company. 2.6. Main rights and obligations of the alternative investment fund manager and the national investment company under the contract concluded between them. 3. Information about the investment consultant: 3.1. Full name of the person, number of certificate issued by the FSC. 3.2. Main rights and obligations of the person when managing the investments of the fund, respectively the company, under the contract concluded with the investment consultant. 4. Information about the national investment fund: 4.1. Description of the fund's investment aims, including its financial aims 4.2. Investment policy, limitations of the investment policy and indication of the methods and instruments for its implementation, including the authorisations for lending, which may be applied in the management of the fund. 4.3. Information about the types and major characteristics of each class of units issued by the fund, including:
4.9. Description of the rules for establishing and use (distribution) of the income, including the rules for distribution of dividend, if it is distributed. 4.10. Information on the size and manner of calculation of the remuneration payable by the fund to the management company, the manager of alternative investment funds, the depositary and third parties, as well as the manner of reimbursement of expenses by the fund to the management company, the alternative investment fund manager, the depositary, and third parties. 4.11. A brief description of the conditions of the tax system applicable to the fund that are relevant to the unitholders. Indication of the deductions at the source of income and the positive capital gains paid by funds to unitholders, if any 4.12. Data on the manner of announcing of periodic financial information by the fund and messages to investors, including in association with distribution of income. 4.13. The names of the auditors responsible for the verification and validation of the financial information 5. Information about the national investment company: 5.1. Description of the company's investment aims, including its financial aims (e.g. growing capital and achieved income). 5.2. Investment policy (territorial or sector specialisation), limitations of the investment policy and indication of the methods and instruments for its implementation, including the option to use a loan. 5.3. Names and positions in the company of the members of the administrative and managerial bodies. Brief information about their education and professional experience. Information on their main activities outside the company, where these are of importance to it 5.4. Information about the types and main characteristics of shares, including: – documents certifying the right of ownership; – characteristics of shares, including indication of a minimum number of shares, which may be acquired, if any; – indication of the shareholders' rights to vote and the corresponding manner of calling and holding general assemblies of the company; – indication of the shareholders' right of dividend, if any, including conditions and manner of taking of decisions for distribution of dividend and its repayment; – circumstances, in which a decision may be taken for winding up or conversion of the company, manner of winding up and manner of settling the relationship with shareholders. 5.5. Where present, indication of the markets, at which the shares are admitted to trade. 5.6. Conditions and procedure of issuing and sale of shares, data on distributors of shares and offices where this distribution is performed, and the manner, in which payments are organised. 5.7. Conditions and procedure of redemption of shares, circumstances, in which redemption may be suspended, as well as the manner, in which payments to investors are organised. 5.8. Rules for evaluation of the company's assets by types of instruments, in which it may invest. 5.9. Establishing the issue value and redemption price of shares and in particular:
manager of alternative investment funds, the depositary, and third parties. 5.12. A brief description of the conditions of the tax system applicable to the company that are relevant to the shareholders. Indication of withholding deductions and the positive capital gains paid by company to shareholders, if any 5.13. Data on the manner of announcing of periodic financial information by the company and messages to investors, including in association with distribution of income. 5.14. The names of the auditors responsible for the verification and validation of the financial information 6. Information about the depositary: 6.1. Depositary's identification data and description of its obligations and of conflicts of interests, which may arise. 6.2. A description of all custody functions delegated by the Depositary, a list of persons to whom functions have been delegated or re-delegated, and any conflicts of interest that may arise from such delegation. 6.3. Declaration that by investors' request, current information will be provided about item 6.1 and 6.2. 7. Other information about investments: 7.1. Results of the national investment fund's activity in the last five years. 7.2. Profile of the type of investor the national investment fund is intended for. 8. Expenses 8.1. Expenses for the national investment fund's activity borne by its manager. 8.2. Expenses for the national investment fund's activity, which are at its expense. 8.3. (Supplemented – State Gazette, No. 55/2022) Costs that are borne by the investors, including costs related to the accrual and payment of performance fees. 9. Information about the market maker, including main rights and obligations of the parties to the contract with the market maker. Appendix No. 3 to Art. 71, para. 2 and Art. 82”g”, para. 2 (New - State Gazette No. 63 /2016; amended and supplemented, No. 55 /2022) A. (Amended – State Gazette, No. 55 of 2022) Index-tracking collective investment scheme
(whether the capital lever is at index level, or is a result of the manner, in which the fund achieves exposure to the index), the value of leverage (where appropriate) and the risks associated with this policy; 1.2. description of the effect of a possible use of reverse leverage (i.e. short position); 1.3. (amended – State Gazette, No. 55/2022) description of the way the results of the collective investment scheme's activity may differ significantly from the multiple of the results of the index in short- to mid-term plan. 1.4. (New - State Gazette No. 55 /2022) frequency of index rebalancing and its impact on costs within the investment strategy of the collective investment scheme. 2. (Amended – State Gazette, No. 55/ 2022) The information under item 1. is included in abridged form also in the key investor information document of the leveraged index-tracking collective investment scheme. Appendix No. 4 to Art. 71, para. 3 (new - State Gazette. 55 /2022) Information to the prospectus of a collective investment scheme using a total return swap or other derivative financial instruments with the same characteristics:
l) profit that can be included in the common equity tier 1 [a - e - j + k] (BGN 0). In view of the inclusion of the net profit in the common equity tier 1 of the governing compliance with the requirements of Regulation (EU) no. 241/2014 and this regulation we hereby declare