Regulation on the Liquidation and Termination of UCITS Funds - Unofficial Consolidated Text (Narodne novine, No. 41/17 and 77/26)

PROCEDURE FOR THE LIQUIDATION OF A FUND

Grounds for the Liquidation of a Fund

Article 2.
The liquidation of a fund is conducted in the cases specified in Article 336 of the Act and in corresponding cases under Article 318, 322, Article 323 paragraph 4, and Article 95 of the Act.

Persons Conducting the Liquidation of a Fund and the Appointment of a Liquidator by the Agency

Article 3. (NN 77/26)
(1) The liquidation of a fund is conducted by the persons listed in Article 337 paragraph 1 of the Act.
(2) In the case referred to in Article 337 paragraph 1 point 3 of the Act, the Agency may appoint a natural or legal person as the liquidator of the fund.
(3) The provisions of Article 36 of the Act, which prescribe the conditions for performing the function of a member of the management board of a fund management company, apply mutatis mutandis to the appointment of a natural person as the liquidator of the fund, except for the provisions of paragraph 1 point 7 and paragraphs 2 and 4 of Article 36 of the Act. (4) If a legal person is appointed as the liquidator of the fund, the employee of that person who performs a managerial function in the liquidation procedure of the fund must meet the conditions prescribed by Article 36 of the Act for performing the function of a member of the management board of a fund management company, except for the provisions of paragraph 1 point 7 and paragraphs 2 and 4 of Article 36 of the Act. (5) After the adoption of the decision on liquidation, the liquidator of the fund is obliged to include the notation "in liquidation" in the name of the fund.

Publication and Content of Information on the Start of the Liquidation of a Fund

Article 4.
(1) The liquidator must publish the information on the start of the liquidation of the fund referred to in Article 338 paragraph 2 of the Act on their website within three days from the adoption of the decision on liquidation, unless the liquidation is conducted by a liquidator appointed by the Agency, in which case the information on the start of the liquidation of the fund is published on the website of the Agency and on the website of the liquidator, if they have one. The information on the start of the liquidation of the fund may also be additionally published on the website of the fund management company and the depositary of the fund, if the aforementioned entities have not already published it as liquidators. (2) The publication of information on the start of the liquidation must contain:

– the company name/title and seat of the liquidator, or the first and last name and residence of the liquidator, – the name of the fund, – the date of adoption of the decision on liquidation, – the reason for conducting the liquidation, – a brief explanation of the liquidation procedure, including the estimated duration and the impact of the liquidation on the fund share units, – a warning on the legal consequences of the liquidation under Article 339 paragraph 1 and paragraph 2, and Article 340 of the Act, – where, when, and in what manner additional information on the liquidation of the fund can be obtained.

Delivery and Content of Notice to Unit Holders on the Start of the Liquidation of a Fund

Article 5. (NN 77/26)
(1) The liquidator is obliged to simultaneously with the publication of the information on the start of the liquidation referred to in Article 4 of this Regulation, deliver to each unit holder a notice on the start of the liquidation of the fund referred to in Article 338 paragraph 2 of the Act, which notice contains the information from Article 4 paragraph 2 of this Regulation. (2) The notices referred to in paragraph 1 of this Article are delivered to unit holders, in accordance with Article 112 of the Act, in electronic form or in printed form, if the unit holder has requested receipt of information and/or documents in printed form.

Reporting to the Agency

Article 6.
(1) The liquidator of the fund is obliged within 15 days from the date of adoption of the decision on liquidation or appointment as the liquidator of the fund to prepare and deliver to the Agency and the depositary a plan of the liquidation procedure and a report on the state of assets and liabilities of the fund as of the day preceding the date of adoption of the decision on liquidation of the fund. (2) The liquidator is obliged within 30 days from the date of adoption of the decision on liquidation of the fund to prepare and deliver to the Agency audited initial liquidation financial reports as of the day preceding the date of adoption of the decision on liquidation of the fund. (3) The liquidator is obliged to deliver monthly, no later than the 5th working day of the month for the previous month, a report on the progress of the liquidation procedure and actions taken in the implementation of the liquidation procedure plan. (4) The report referred to in paragraph 3 of this Article is delivered by the liquidator to the Agency by post or electronically, except in the case where the liquidator of the fund is a person listed in Article 337 paragraph 1 points 1 and 2 of the Act (management company or depositary), in which case delivery to the Agency is carried out in accordance with the provisions of Articles 11 and 18 of this Regulation. (5) The liquidator is obliged to prepare and deliver to the Agency within 15 days from the date of settlement of all liabilities of the fund and payment of the remaining assets of the fund to unit holders, final liquidation reports and a report on the conducted liquidation of the fund and is responsible for the preparation of these reports. (6) After the completion of the liquidation procedure, the liquidator is obliged to keep all business books of the fund in accordance with accounting regulations.

Deadline for Conducting the Liquidation of a Fund

Article 7.
(1) The deadline for conducting the liquidation of the fund is six months from the date of adoption of the decision on liquidation.
(2) Exceptionally from paragraph 1 of this Article, the liquidation of a master fund will be conducted within the deadline prescribed in Article 321 of the Act.
(3) If the liquidator of the fund assesses that an extension of the deadline referred to in paragraph 1 of this Article is in the interest of the unit holders of the fund, or if that deadline cannot be met for objective and provable reasons, the liquidator will set a further deadline which cannot be longer than 6 months and deliver to the Agency an explanation for its extension. (4) If even the extension of the deadline in accordance with paragraph 3 of this Article is not sufficient to protect the interests of the unit holders of the fund, or if that deadline cannot be met for objective and provable reasons, the liquidator may set a further deadline which cannot be longer than 6 months and deliver to the Agency an explanation for its extension and so on as long as it is necessary, whereby the Agency has the authority to order the liquidator to complete the liquidation procedure within a specified deadline.

Monetization of Fund Assets and Payment to Unit Holders of the Fund

Article 8. (NN 77/26)
(1) In the procedure for conducting the liquidation of the fund, the liquidator monetizes the assets of the fund by selling them.
(2) Exceptionally from paragraph 1 of this Article, in the liquidation procedure of a master fund, not all assets need to be monetized; rather, a part of the assets of the master fund may be distributed by transferring assets in kind to a feeder fund, when the management company of the feeder fund so decides and when this is provided for by an agreement between the management company of the feeder fund and the management company of the master fund, internal business rules, or the decision on liquidation. (3) After delivering to the Agency the plan of the liquidation procedure and the report on the state of assets and liabilities of the fund as of the day preceding the date of adoption of the decision on liquidation, the liquidator begins with the monetization of the assets of the fund. (4) Exceptionally from paragraph 1 of this Article, the liquidator may monetize parts of the assets of the fund (e.g., deposits, financial derivatives, short-term and long-term debt securities) in an appropriate manner that does not include sale (e.g., maturity), primarily acting in the interest of the unit holders of the fund and the deadline provided for conducting the liquidation of the fund. (5) The liquidator may, on behalf of the fund, conclude only transactions that are necessary for the protection of the assets of the fund, their monetization, and the settlement of liabilities of the fund. The liquidator may also perform acts of representation of the fund arising from the rights of a particular type of asset of which the fund consists, but only with the aim of protecting the assets of the fund, or the interests of the unit holders of the fund. (6) After the liabilities of the fund have been settled in accordance with Article 340 paragraph 1 of the Act, the liquidator will prepare a proposal for the distribution of the remaining net asset value of the fund to unit holders proportionally to their shares in the fund. (7) If only part of the assets of the fund has been monetized, and the liabilities of the fund have been settled in accordance with Article 340 paragraph 1 of the Act, the liquidator may prepare a proposal for the distribution of the monetized part of the assets of the fund to unit holders proportionally to their share in the fund, if this is in the interest of the unit holders. (8) The management company as liquidator must without delay deliver the proposal for the distribution of the monetized assets of the fund referred to in paragraphs 6 and 7 of this Article to the depositary, which will within 7 days give its written opinion on whether it considers that the proposed distribution of the monetized assets of the fund is in the interest of the unit holders of the fund. (9) The management company as liquidator will pay unit holders based on the proposal for the distribution of the monetized assets of the fund referred to in paragraphs 6 and 7 of this Article within 3 working days from the date of receipt of the positive opinion of the depositary
referred to in paragraph 8 of this Article. (10) If the depositary issues a negative opinion on the proposal of the management company as liquidator for the distribution of the monetized assets of the fund referred to in paragraphs 6 and 7 of this Article, the liquidator may execute the payment of the whole or part of the remaining net asset value of the fund to unit holders, and may also prepare a new proposal for distribution and deliver it to the depositary for opinion. (11) The provisions of paragraphs 1 to 9 of this Article apply mutatis mutandis to subsequent payments to unit holders of the fund, after the monetization of the remaining net asset value of the fund.

(12) If due to delays in monetizing the assets of the fund, payments to unit holders of the fund are made proportionally to their shares in the fund on several occasions, the liquidator will inform the unit holders of the fund about the assets to be monetized, the reasons for the inability to monetize such assets, and, if possible, the deadline by which the monetization of assets is expected, at each payment to unit holders of the fund. (13) The notice referred to in paragraph 12 of this Article will be sent to unit holders, in accordance with Article 112 of the Act, in electronic form or in printed form, if the unit holder has requested receipt of information and/or documents in printed form. (14) In the event that the liquidation cannot be conducted, or it is not possible to monetize the assets of the fund and pay unit holders their proportionate share of the remaining net asset value of the fund even within the extended deadline from Article 7 paragraph 3 or paragraph 4 of this Regulation, the liquidator may, in order to complete the liquidation procedure, transfer the remaining assets of the fund to unit holders, proportionally to the size of their shares in the fund. (15) In the case referred to in paragraph 14 of this Article, the provisions of this Article regarding the proposal for distribution and the opinion of the depositary apply mutatis mutandis. (16) At each payment of a part of the remaining net asset value of the fund to unit holders of the fund, a report must be available from which the state of assets and liabilities of the fund in the liquidation procedure is visible.

Article 9.
After the completion of the liquidation procedure of the fund, or after the Agency receives the final liquidation reports and the report on the conducted liquidation of the fund, the completion of the liquidation procedure of the fund is entered in the register of management companies and funds, and it is deleted from the register of funds.

Costs of the Liquidation of a Fund

Article 10.
(1) Costs related to the liquidation procedure referred to in Article 339 paragraph 2 of the Act include costs for monetizing the assets of the fund, settling liabilities of the fund, and distributing assets to investors, costs of informing investors under Article 5 and Article 8 paragraph 12 of this Regulation, audit costs in liquidation, remuneration to the liquidator, and all other costs that arise as necessary in the liquidation procedure of the fund, or for which the liquidator estimates that they are in the interest of the unit holders. (2) In the case referred to in Article 337 paragraph 1 point 3 of the Act, the Agency determines the remuneration to the liquidator of the fund. In other cases, the liquidator determines appropriate remuneration which is delivered to the Agency for consent. (4) Costs related to the liquidation procedure referred to in paragraph 1 of this Article and the remuneration to the liquidator are paid from the assets of the fund after the settlement of liabilities, and before the distribution of assets to unit holders.

Article 11. (NN 77/26)
In the case where the liquidation of the fund is conducted by persons listed in Article 337 paragraph 1 points 1 and 2 of the Act (management company or depositary), the aforementioned persons are obliged to deliver to the Agency the documentation prescribed by this Regulation in the manner and in accordance with the Technical Instruction for the Use of the System for Data Delivery in Electronic Form of the Croatian Financial Services Supervisory Agency reports.hanfa.hr and the Instruction for Filling Out WEB Forms for Management Companies/Depositaries.

TERMINATION, EXTENSION, AND SHORTENING OF THE DURATION OF A FUND ESTABLISHED FOR A FIXED PERIOD

Article 12.
A fund established for a fixed period may terminate on a date different from the date specified in its prospectus, in the case of early termination, extension, or shortening of the duration of the fund, if such possibility is provided for in its prospectus.

Termination of the Fund Before the Date of Termination Specified in the Prospectus of the Fund (Early Termination)

Article 13.
In the decision on the termination of the fund before the date of termination of the fund specified in its prospectus, the management company is obliged to specify the date and reason for the early termination of the fund.

Article 14. (NN 77/26)
(1) The management company is obliged on the next working day from the adoption of the decision on the termination of the fund before the date specified in the prospectus of the fund, to:

1. notify the Agency, within which notification it is obliged to attach the text for publication referred to in point 2 of this Article and the text of the notice to unit holders of the fund referred to in point 3 of this Article,
2. publish information on its website,
3. notify unit holders of the fund, in accordance with Article 112 of the Act, in electronic form or in printed form, if the investor has requested receipt of information and/or documents in printed form.
   (2) The management company is obliged to deliver the notice referred to in paragraph 1 point 1 of this Article in the manner and in accordance with the Technical Instruction for the Use of the System for Data Delivery in Electronic Form of the Croatian Financial Services Supervisory Agency reports.hanfa.hr and the Instruction for Filling Out WEB Forms for Management Companies.

Article 15. (NN 77/26)
The publication of information referred to in Article 14 paragraph 1 point 2 of this Regulation and the notice to unit holders referred to in Article 14 paragraph 1 point 3 of this Regulation must contain:
– the company name and seat of the management company of the fund, – the name of the fund, – the date of adoption of the decision on early termination of the fund, – the date of early termination of the fund, – the reason for which the decision was adopted, – a warning to unit holders under Article 342 paragraph 2, 3, and 5 of the Act.

Article 16.
The fund is deleted from the register of management companies and funds after termination.

Extension and Shortening of the Duration of a Fund Established for a Fixed Period

Article 17.
(1) If the prospectus of the fund specifies a date of termination of the fund and provides for the possibility of extending the duration of the fund, the management company of the fund may adopt a decision on the extension of the duration of the fund no later than 3 months before the date specified in the prospectus of the fund as the date of termination of the fund. (2) If the prospectus of the fund specifies a date of termination of the fund and provides for the possibility of shortening the duration of the fund, the management company of the fund may adopt a decision on the shortening of the duration of the fund no later than 3 months before the new date on which the termination of the fund is provided. (3) The provisions of the Act and subordinate regulations relating to material changes to the prospectus apply mutatis mutandis to the extension or shortening of the duration of a fund established for a fixed period.

FINAL PROVISIONS

Article 18.
(1) It is considered that the management company or depositary has delivered the documentation prescribed by this Regulation at the moment when the documentation is recorded on the server for sending such documentation.

(2) In justified cases of technical impossibility of delivery or delivery that was not properly executed (e.g., system failure, inability to read received documentation, etc.) in the manner prescribed by Article 11 and Article 14 paragraph 2 of this Regulation, the management company and depositary are obliged to deliver the documentation in written form, directly or by post for the purpose of timely reporting. The management company and depositary are obliged to deliver the documentation in the manner prescribed by Article 11 and Article 14 paragraph 2 of this Regulation as soon as the reasons for the impossibility of such delivery cease, and no later than within 8 days from the cessation of the circumstances that caused the technical impossibility of such delivery. (3) The Agency may, if necessary, request the management company and depositary to deliver certain documentation prescribed by this Regulation in the original or certified copy, regardless of the electronic delivery performed.

Article 19.
This Regulation will be published in "Narodne novine" and enters into force on May 1, 2017.

FINAL PROVISION
Regulation on Amendments and Supplements to the Regulation on the Liquidation and Termination of UCITS Funds (Narodne novine, No. 77/26), entered into force on July 23, 2026.

Article 7.
This Regulation enters into force on the eighth day from the date of publication in "Narodne novine".