Regulation on Fees and Costs Charged by the Management Company (Official Gazette No. 79/22 and 133/25 – Unofficial Consolidated Text)

Croatian Financial Services Supervisory Agency, 10000 Zagreb, Franje Račkoga 6, P.O. Box 164, Croatia t: 01 6173 200, f: 01 4811 507, e: info@hanfa.hr, OIB: 49376181407, MB: 02016419, w: www.hanfa.hr REGULATION ON FEES AND COSTS CHARGED BY THE MANAGEMENT COMPANY (Official Gazette, No. 79/22 and 133/25 – Unofficial Consolidated Text)

Introductory Provisions
Article 1.
(1) This Regulation prescribes fees and costs that may be paid directly from the assets of an open-ended investment fund with a public offer (hereinafter: UCITS fund), as well as the conditions for their collection, amount, and calculation method. (2) Terms and expressions used in this Regulation have the following meanings:

1. "minimum rate" (engl. hurdle rate) is a pre-defined lowest fixed return rate,
2. "highest value" (engl. High-Water Mark (HWM)) is the highest NAV per share or unit,
3. "highest value model" is a performance fee model under which the performance fee may be charged only if a new highest value has been achieved during the reference period for evaluating performance,
4. "excess value model" (engl. High-on-High (HoH)) is a performance fee model under which the performance fee may be charged only if the NAV exceeds the NAV at which the performance fee was last materialized,
5. "proportional fee" (engl. fulcrum fee) is a type of performance fee that allows increasing or decreasing the fee amount proportionally to the fund's investment performance over a specified time period relative to the result of an appropriate reference indicator (including negative fee deducted from the basic fee charged to the fund),
6. "reference value" is a market index against which the fund's performance is evaluated,
7. "reference value model" is a performance fee model under which performance fees may be charged solely based on results exceeding the reference value,
8. "excess performance" is the difference between the net portfolio performance and the reference value performance,
9. "reference indicator" is an indicator against which relative fund performance will be measured,
10. "reference period for evaluating performance" is the time period during which performance is measured and compared with the reference indicator's performance, at the end of which the mechanism for compensating previous weak (or negative) results may be re-established,
11. "frequency of materialization" is the frequency of paying the calculated performance fee to the management company, if applicable,
12. "Guidelines on Performance Fees" are the Guidelines of the European Securities and Markets Authority on performance fees in undertakings for collective investment in transferable securities (UCITS) and certain types of alternative investment funds (AIFs), dated 5 November 2020.
    (3) Other terms and expressions used in this Regulation have the same meaning as in the Act.

Fees Charged by the Management Company to Investors
Article 2.
(1) The management company may charge the investor in a UCITS fund an entry fee upon issuance of shares, and an exit fee upon redemption of shares from that fund. Collected entry and exit fees are revenue of the management company. (2) All requests for issuance or redemption of shares from one UCITS fund received on the same working day are considered, for calculation and charging purposes, as a single payment or payout. (3) Entry and exit fees may be determined by the UCITS fund prospectus as a fixed amount or a percentage. When entry and/or exit fees are determined as a percentage, the entry fee is expressed as a percentage of the base amount constituting the funds paid for purchasing shares, and the exit fee is expressed as a percentage of the base amount constituting the value of redeemed shares from the UCITS fund. (4) The amount of the exit fee may depend on the length (time period) of investment, and is deducted from the net asset value per share of the UCITS fund at the time of redemption. The exit fee is calculated separately for each share, based on the investment duration for that share. The management company redeems shares in the order they were issued, i.e., upon payouts based on share redemption requests, shares issued first are redeemed first. (5) The management company may charge investors an entry and/or exit fee also when exchanging shares for shares in other UCITS funds managed by it, provided that such fees are stipulated in the UCITS fund prospectus. (6) The management company does not charge an exit fee in the event of UCITS fund liquidation, regardless of the reason for liquidation, nor upon merger or consolidation of UCITS funds. (7) The management company may charge the investor in a UCITS fund a performance-linked fee (performance fee).

Fees and Costs the Management Company May Charge Directly from UCITS Fund Assets
Article 3.
(1) The management company may charge directly from the assets of a UCITS fund a management fee and related costs, as well as a performance-linked fee (performance fee).
(2) The management company may charge fees and costs prescribed by the Act or this Regulation from the assets of a UCITS fund, provided that such fees and costs are simultaneously stipulated in the UCITS fund prospectus.

Calculation of Management Fee
Article 4. (OG, No. 133/25)
(1) The management fee is charged on a base amount consisting of the total assets of the UCITS fund reduced by the amount of liabilities of the UCITS fund arising from investments in financial instruments. The management fee amount is calculated daily, accumulated, and charged by the management company once a month, unless otherwise stipulated in the prospectus of an individual UCITS fund. (2) Deleted.

Performance Fee
Article 5.
(1) The management company must define in the UCITS fund prospectus the method used for calculating the performance-linked fee (performance fee), which must at minimum contain:
a) reference indicator for measuring relative fund performance. The reference indicator may be a benchmark/index (e.g., Eonia, Eurostoxx 50, etc.), proportional fee, HWM, HoH, minimum rate (e.g., 2%), or a combination of the aforementioned indicators (e.g., HWM + minimum rate) b) frequency and date of materialization, i.e., the period during which the performance fee, if accrued, becomes payable and the date on which it is paid to the management company c) reference period for performance evaluation, i.e., the time period through which performance is measured and compared with the reference indicator d) performance fee rate, which may be set as a "flat rate" or performance fee rate applicable across all models e) frequency of calculating the performance fee, which should correspond to the NAV calculation frequency (e.g., if the fund calculates NAV daily, the performance fee should also be calculated and attributed to NAV daily). (2) The performance fee calculation method must be defined in a manner ensuring that the performance fee is always proportional to the actual performance result of the UCITS fund. Increases in UCITS fund assets resulting from the issuance of new shares are not taken into account when calculating UCITS fund performance. (3) The management company must ensure that the performance fee calculation method is aligned with the investment objectives, strategy, and investment policy of the UCITS fund. (4) The management company must ensure that the selected performance fee calculation method represents a reasonable incentive for the management company, and is simultaneously aligned with the interests of investors in the UCITS fund. Furthermore, the management company must ensure that the frequency of materialization and payment of the performance fee ensures alignment between the interests of the management company and UCITS fund shareholders, as well as equal treatment among themselves. (5) When applicable to the selected model, the frequency at which the performance fee, if accrued, becomes payable (frequency of materialization) must not be more frequent than once a year. (6) If the performance fee has become payable and is charged upon payout of share redemption requests, it materializes (is paid) on the date of submitting the share redemption request, proportional to the investment duration applied to the redeemed share. (7) In addition to the principles prescribed by this Regulation, when calculating and charging the performance fee, the management company must also comply with the Provisions on Performance Fees. (8) The provisions of this Article apply also to cases where the management company charges a performance fee from investors and in cases where the performance fee is charged directly from UCITS fund assets.

Final Provisions
Article 6.
(1) This Regulation enters into force on the eighth day from the date of publication in the "Official Gazette".
(2) Upon entry into force of this Regulation, the Regulation on Fees Charged by the Management Company to Investors (Official Gazette No. 139/20) ceases to apply.

FINAL PROVISIONS
Regulation on Amendment of the Regulation on Costs and Fees Charged by the Management Company (Official Gazette, No. 133/25), entry into force on November 6, 2025.
Article 2.
This Regulation enters into force on the eighth day from the date of publication in the "Official Gazette".