Regulation on the Performance of Depositary Functions for AIFs (Official Gazette, No. 25/19, 139/20, 100/22, 155/25 and 60/26 – Unofficial Consolidated Text)

REGULATION ON THE PERFORMANCE OF DEPOSITORY FUNCTIONS FOR AIFs (Official Gazette, No. 25/19, 139/20, 100/22, 155/25 and 60/26 – Unofficial Consolidated Text)

I. GENERAL PROVISIONS
Article 1 (Official Gazette No. 60/26)
(1) This Regulation prescribes:

1. the procedure, conditions and method of selection and change of the depositary of an AIF with a public offering and the documentation attached to the application for the issuance of approval,
2. the content of the application for the issuance of approval to the investment company for the performance of depositary functions for an AIF with a public offering, the more detailed determination of conditions and criteria for assessing the conditions for the performance of depositary functions,
3. the additional content of the activity program for an investment company that performs depositary functions for an AIF with a public offering,
4. the conditions for depositary managers,
5. the method and deadlines by which the depositary informs Hanfa of identified irregularities in the operations of the AIF Manager,
6. the scope and content of the audit report on the performed audit of the fulfillment of depositary obligations,
7. the method of handling by the AIF Manager and the depositary in cases of the obligation to change the depositary.
   (2) The provisions of Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, financial leverage, transparency and supervision (OJ L 83, 22. 3. 2013.) shall apply to the operations of the depositary.

II. PROCEDURE, CONDITIONS AND METHOD OF SELECTION AND CHANGE OF DEPOSITARY
Application for the issuance of approval for the selection of the depositary of an AIF with a public offering
Article 2 (Official Gazette No. 60/26)
(1) The AIF Manager shall submit a written application to Hanfa for the issuance of approval for the selection or change of the depositary for an AIF with a public offering that it manages, which shall contain:

1. for the depositary referred to in Article 186, paragraph 4, points 1 and 4 of the Act – the company name and registered office of the depositary in the Republic of Croatia,
2. for the depositary referred to in Article 186, paragraph 4, points 2, 3 and 5 of the Act – the company name and registered office of the parent company of the branch in a third country, and the company name and registered office of the branch in the Republic of Croatia (head office and all other branches, if there are more than one),
3. the first and last name, OIB (Personal Identification Number) and level of education of the depositary manager,
4. contact details of the depositary,
5. the date of submission of the application,
6. the signature of persons authorized to represent the AIF Manager.
   (2) The following documents must be attached to the application referred to in paragraph 1 of this Article:
7. the contract for the performance of depositary functions and the price list for the performance of depositary functions, if the price list does not form part of the contract,
8. for the depositary referred to in Article 186, paragraph 4, points 1 and 4 of the Act – a copy of the extract from the court register,
9. for the depositary referred to in Article 186, paragraph 4, points 2, 3 and 5 of the Act – a copy of the extract from the court register for the branch, and a copy of the extract from the relevant register of another Member State or third country for the parent company of the branch,
10. for the depositary referred to in Article 186, paragraph 4, point 1 and point 3 of the Act – a copy of the approval for work issued by the Croatian National Bank,
11. a declaration by the depositary that there are no legal impediments within the meaning of Article 193, paragraphs 3 and 4 of the Act,
12. confirmation by the depositary from which it follows that the depositary manager meets the conditions set out in Article 186, paragraph 8 of the Act and paragraph 3 of this Article regarding relevant experience,
13. evidence of compliance with organizational and technical requirements for the performance of depositary functions in accordance with the Act and Articles 4 and 5 of this Regulation,
14. copies of the audit opinion on the financial statements of the depositary for the last three business years, in accordance with regulations governing financial statements, or for a shorter period if the depositary has been operating for less than three years,
15. proof of payment of the fee and administrative charge,
16. additional documentation upon request by Hanfa.
    (3) Relevant experience referred to in Article 186, paragraph 8 of the Act means that the depositary manager must have a completed master's degree in accordance with regulations governing scientific activities and higher education, as well as relevant professional qualifications, competence and at least three years of experience in depositary functions or similar functions. (4) The contract for the performance of depositary functions, in addition to the paper form, shall be submitted by the AIF Manager electronically, on an appropriate medium in a clear and legible format. (5) All foreign documents referred to in paragraph 2 of this Article must be translated by an authorized court interpreter for the Croatian language, and the original or a certified copy of the approval for work referred to in paragraph 2, point 5 of this Article must also be certified in accordance with the law and international regulations (Apostille – The Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents). (6) The documentation referred to in paragraphs 1 and 2 of this Article may be submitted by the AIF Manager to Hanfa in the manner and in accordance with the Technical Instruction for the Use of the Web Form Entry Service and Submission of Documentation in Electronic Form and the Instruction for Filling Out Web Forms for AIF Managers. (7) It shall be deemed that the AIF Manager has submitted the documentation referred to in paragraphs 1 and 2 of this Article at the moment when the documentation is recorded on the server for sending such documentation.

Conditions for the Performance of Depositary Functions
Article 3
Persons referred to in Article 186, paragraph 4 of the Act may perform depositary functions if they meet the organizational and technical conditions necessary for the fulfillment of depositary duties in accordance with the provisions of the Act and this Regulation.

Organizational Conditions
Article 4
(1) The depositary shall establish, apply and regularly update, assess and monitor, taking into account the type, scope and complexity of operations and the type of AIFs for which it performs depositary functions, effective and appropriate internal acts governing:

1. the internal organizational structure of the unit performing depositary functions, and the mutual relationship and method of communication, flow of information and data between that organizational unit and other parts of the depositary,
2. the job classification of the organizational unit performing depositary functions with individual work tasks, responsibilities and authorities,
3. the physical separation of the organizational unit performing depositary functions from other organizational units of the depositary,
4. the method of performing depositary functions referred to in Article 189 of the Act,
5. the internal control system ensuring compliance with internal decisions and procedures,
6. the method of ensuring the security, integrity and confidentiality of data, taking into account their type.
   (2) The depositary referred to in Article 186, paragraph 3, points 4, 5 and 6 of the Act, in addition to the conditions referred to in paragraph 1 of this Article, must also meet the following requirements:
7. have the necessary infrastructure for the storage of AIF assets for which it will perform depositary functions,
8. establish adequate administrative and accounting procedures, internal control mechanisms, effective risk assessment procedures and effective monitoring and protection mechanisms for data processing systems, in connection with the performance of depositary functions,
9. establish and implement effective organizational and management systems for the purpose of taking all reasonable measures aimed at preventing conflicts of interest that may arise from the performance of depositary functions,
10. ensure the keeping of records for all services, activities and transactions performed as part of the performance of depositary functions,
11. take reasonable measures to ensure continuity and regularity in the performance of depositary functions using appropriate and proportional systems, resources and procedures,
12. depositary managers must have adequate knowledge, skills and experience related to the performance of depositary functions, so as to be able to understand the main risks arising from the performance of depositary functions.
    (3) The depositary shall inform Hanfa of any change in the depositary manager, no later than within 7 days from the date of such change, in the manner prescribed by the provisions of Article 15 of this Regulation.

Technical Conditions
Article 5
It shall be deemed that the depositary meets the technical conditions for the performance of depositary functions if it possesses at least:

1. an adequate network and information system,
2. software support for the performance of depositary functions,
3. established communication links for receiving instructions and general communication with clients via SWIFT, telefax, telephone and internet,
4. established written procedures and processes for receiving client instructions for the disposal of financial instruments and monetary funds.

PART II (A)
CONDITIONS FOR INVESTMENT COMPANIES FOR THE PERFORMANCE OF DEPOSITORY FUNCTIONS FOR AIFs WITH A PUBLIC OFFERING

Criteria for Assessing Conditions for Investment Companies Performing Depositary Functions for AIFs with a Public Offering
Article 5.a
(1) The investment company must meet the conditions prescribed by Article 186.a, paragraph 3 and Article 186.d of the Act and the conditions for the performance of depositary functions prescribed by this Regulation.
(2) The depositary manager referred to in Article 186, paragraph 4, point 4 of the Act must meet the conditions set out in the Act and the conditions prescribed in Article 2, paragraph 3 of this Regulation.
(3) When deciding on the application for the issuance of approval for the performance of depositary functions for an investment company, Hanfa shall take into account all elements that may affect the assessment of whether the investment company meets the established conditions for the performance of depositary functions.

Application for the Issuance of Approval to an Investment Company for the Performance of Depositary Functions for AIFs with a Public Offering
Article 5.b
(1) The investment company is obliged to submit an application to Hanfa for the issuance of approval for the performance of depositary functions for AIFs with a public offering, which shall contain:

1. contact details of the investment company,
2. an extract from the court register for the investment company,
3. evidence of compliance with the conditions referred to in Article 186, paragraph 4 of the Act relating to the required share capital, regulatory capital and the type of services that the investment company is authorized to perform in accordance with the provisions of the law governing the capital market,
4. evidence of compliance with conditions relating to additional organizational and technical requirements from Article 186.d of the Act and this Regulation,
5. for the person of the depositary manager: first and last name, place of residence, nationality, OIB, and the following documents:
   a) curriculum vitae for the depositary manager with detailed data on education, professional training, data on knowledge, skills and work experience related to the performance of depositary functions, b) a certified copy of evidence of completed relevant level of education for the depositary manager, c) a document on the recognition of a foreign higher education qualification issued by the competent authority in the Republic of Croatia, where applicable, d) confirmation from the employer regarding the previous work experience of the depositary manager (company name, period of employment, description of duties and responsibilities), e) a certificate of no criminal or misdemeanor proceedings issued by the competent authority of the Republic of Croatia, or for a foreign national, an extract/certificate from the competent authority of the country of which they are a national (not older than 3 months),
6. a description of organizational and technical conditions with the following content:
   a) description of the infrastructure for the storage of AIF assets for which depositary functions will be performed, b) description of administrative and accounting procedures, description of internal control mechanisms, risk assessment procedures and description of monitoring and protection mechanisms for data processing systems, all in connection with the performance of depositary functions, c) description of organizational and management systems for the purpose of taking all reasonable measures aimed at preventing conflicts of interest that may arise from the performance of depositary functions, d) description of the keeping of records for all services, activities and transactions intended to be performed as part of the performance of depositary functions, e) description of measures to ensure continuity and regularity in the performance of depositary functions with a description of resources,
7. the activity program of the depositary with the prescribed content from Article 186.a, paragraph 6 of the Act and Article 5.c of this Regulation,
8. a declaration by the investment company regarding the fulfillment of conditions prescribed by the law governing the capital market in connection with the performance of additional activities,
9. proof of payment of the fee,
10. additional documentation upon request by Hanfa.
    (2) Foreign documents referred to in paragraph 1 of this Article shall be submitted as prescribed in Article 2, paragraph 5 of this Regulation.
    (3) The application and documentation referred to in paragraph 1 of this Article may be submitted in the manner prescribed in Article 2, paragraphs 6 and 7 of this Regulation.

Additional Content of the Activity Program for an Investment Company Performing Depositary Functions for AIFs with a Public Offering
Article 5.c
In addition to the mandatory content prescribed by Article 186.a, paragraph 6 of the Act, the activity program of the depositary referred to in Article 186, paragraph 4, point 4 of the Act must include the following:
– a description of planned activities on how the investment company will monitor the performance of delegated functions, where applicable – a description of the planned method of storing documentation and keeping records of identified irregularities and/or illegality in the operations of the AIF Manager – a description of the method of keeping or the mechanism for storing data on unit holders, their units, and payments and withdrawals, which the depositary is obliged to keep as business secrets.

III. NOTIFICATION OF IDENTIFIED IRREGULARITIES AND/OR ILLEGALITY IN THE OPERATIONS OF THE AIF MANAGER
Article 6
(1) The depositary shall prescribe and apply a procedure for handling cases in which it identifies irregularities and/or illegality in the operations of the AIF Manager in the performance of functions referred to in Article 189 of the Act. (2) The procedure referred to in paragraph 1 of this Article shall provide for the storage of documentation and the keeping of records of identified irregularities and/or illegality in the operations of the AIF Manager, which shall contain the data referred to in paragraph 5 of this Article, as well as information on the method and time when the irregularity and/or illegality was removed. (3) The warning to the AIF Manager regarding identified irregularities and/or illegality referred to in Article 200, paragraph 2 of the Act must contain a deadline by which the depositary will inform Hanfa of the identified irregularities and/or illegality. (4) If the AIF Manager does not remove the identified irregularity and/or illegality within the given deadline, the depositary shall inform Hanfa thereof without delay. (5) The notification referred to in paragraph 4 of this Article shall be sent to Hanfa in writing or electronically, and shall contain the following data:

1. the name of the AIF to which the identified irregularities relate,
2. a description of the identified irregularities/illegality, citing the provision of the Act, sub-legislative act, AIF rules and/or AIF prospectus against which the action was taken,
3. the date of occurrence of the identified irregularity and/or illegality,
4. the date of identification of the irregularity and/or illegality,
5. where applicable, an estimate of any damage caused to investors in the AIF, or consequences that could occur for investors due to the illegality and/or irregularity,
6. the documentation on the basis of which the aforementioned irregularity/illegality was identified, or from which it follows that the aforementioned irregularity/illegality occurred.
   (6) The notification referred to in paragraph 4 of this Article may be submitted by the depositary in the manner and in accordance with the Technical Instruction for the Use of the Web Form Entry Service and Submission of Documentation in Electronic Form and the Instruction for Filling Out Web Forms for Depositaries. (7) It shall be deemed that the depositary has submitted the documentation referred to in paragraph 4 of this Article at the moment when the documentation is recorded on the server for sending such documentation.

IV. HANDLING BY THE AIF MANAGER AND DEPOSITARY IN CASES OF OBLIGATION TO CHANGE THE DEPOSITARY OF AN AIF
Article 7
(1) When the circumstances referred to in Article 207, paragraph 1 of the Act occur, or when the Agency orders the AIF Manager to change the depositary of an AIF with a private offering by decision based on Article 207, paragraph 2 of the Act, the AIF Manager shall, within 30 days from the occurrence of the circumstances referred to in Article 207, paragraph 1 of the Act, or from receipt of the Agency's decision referred to in Article 207, paragraph 2 of the Act, conclude a contract with another depositary and inform the Agency in accordance with the provisions of the Act. (2) When the approval for the selection of the depositary of an AIF with a public offering ceases to be valid, or when the approval for the selection of the depositary of an AIF with a public offering is revoked from the AIF Manager based on Article 207.a of the Act, the AIF Manager shall, within 30 days from the cessation of validity or revocation of the approval for the selection of the depositary, conclude a contract with another depositary and submit an application for the issuance of the corresponding approval to the Agency in accordance with the provisions of the Act and this Regulation. (3) The depositary that performed the depositary functions for the AIF shall continue to provide depositary services for all functions provided for in the contract and/or the Act, provided that:
– there are no legal impediments, depending on which of the reasons for which the AIF Manager is obliged to conclude a contract with a new depositary from Article 207 of the Act, or which of the reasons for the revocation of approval for the selection of the depositary from Article 207.a of the Act is applicable in the specific case – there are no circumstances indicating that the continuation of such functions would endanger the interests of the AIF or investors, depending on which of the reasons for which the AIF Manager is obliged to conclude a contract with a new depositary from Article 207 of the Act, or which of the reasons for the revocation of approval for the selection of the depositary from Article 207.a of the Act is applicable in the specific case (for example, the interests of the AIF could be endangered by holding monetary funds of the fund on accounts opened at a depositary against which compulsory liquidation proceedings have been initiated). (4) The depositary that performed the depositary functions for the AIF shall continue to provide the services referred to in paragraph 3 of this Article until:
– the expiration of the deadline in paragraphs 1 and 2 of this Article, if the AIF Manager does not conclude a contract with another depositary and/or does not submit an application for the issuance of the corresponding approval to the Agency, or – the expiration of the deadline in Article 207.a, paragraph 5 of the Act or the day of issuance of the Agency's approval for the selection of a new depositary, if such approval is issued before the expiration of the deadline in Article 207.a, paragraph 5 of the Act. (5) The contract for the performance of depositary functions referred to in Article 186, paragraph 1 of the Act governs, among other things, the scope and method of performing the functions referred to in paragraph 3 of this Article and liability for damages in the event that the depositary fails to fulfill the obligation to continue providing services referred to in paragraph 3 within the deadlines in paragraph 4 of this Article. (6) If the depositary fails to fulfill the obligation to continue providing services referred to in paragraph 3 of this Article, or if it cannot provide them to the extent necessary to ensure the continuity of AIF operations, its legal compliance and the protection of investors, the AIF Manager shall consider whether it is necessary to suspend the issuance and redemption of AIF units to protect investors, in which case Article 9, paragraph 1 of this Regulation shall apply.

Article 8
When the circumstance referred to in Article 7 of this Regulation occurs, the depositary shall transfer all AIF assets to storage and administration by another depositary with whom the AIF Manager has concluded a contract, immediately upon concluding the same, and must also hand over the account books, records and all other documents and materials essential for the operations of the AIF for which it performed depositary functions up to that time, in written or electronic form, depending on the method of keeping the aforementioned data.

Article 9 (Official Gazette No. 60/26)
(1) To protect investors, in the case referred to in Article 207 and Article 207.a of the Act, the AIF Manager shall suspend the issuance and redemption of units of the AIF without legal personality until:
– the expiration of the deadline in Article 7, paragraphs 1 and 2 of this Regulation, if the AIF Manager does not conclude a contract with another depositary and/or does not submit an application for the issuance of the corresponding approval to the Agency, or – the expiration of the deadline in Article 207.a, paragraph 5 of the Act or the day of issuance of the Agency's approval for the selection of a new depositary, if such approval is issued before the expiration of the deadline in Article 207.a, paragraph 5 of the Act. (2) The AIF Manager shall inform the Agency, the competent authorities of the home Member State of the AIF and the competent authorities of all countries in which AIF units are traded, of the suspension referred to in paragraph 1 of this Article without delay. (3) In the case referred to in Article 8 of this Regulation, the AIF Manager shall submit a notification to the sub-depositary regarding the suspension of issuance and redemption of units of the AIF without legal personality.

V. SCOPE AND CONTENT OF THE AUDIT REPORT ON THE AUDIT OF THE FULFILLMENT OF DEPOSITORY OBLIGATIONS (Official Gazette No. 60/26)
Article 10
Deleted.
Article 11
Deleted.
Article 12
Deleted.
Article 13
Deleted.
Article 14
Deleted.
Article 15
(1) The depositary shall submit the documentation referred to in Article 4, paragraph 2 and Article 14 of this Regulation to Hanfa in the manner and in accordance with the Technical Instruction for the Use of the Web Form Entry Service and Submission of Documentation in Electronic Form and the Instruction for Filling Out Web Forms for Depositaries. (2) It shall be deemed that the depositary has submitted the documentation referred to in Article 4, paragraph 2 and Article 14 of this Regulation at the moment when the documentation is recorded on the server for sending such documentation. (3) In justified cases of technical impossibility of submission or submission that was not properly executed (e.g., system failure, inability to read received documentation, etc.) in the manner prescribed by paragraph 1 of this Article, the depositary shall submit the documentation in written form, directly or by mail, for the purpose of timely reporting. The depositary shall submit the documentation in the manner prescribed by paragraph 1 of this Article as soon as the reasons for such impossibility cease, and no later than within 8 days from the cessation of the circumstances that caused the technical impossibility of such submission. (4) Hanfa may, if necessary, request the depositary to submit certain documentation prescribed by this Regulation in the original or a certified copy, regardless of the electronic submission already made.

VI. FINAL PROVISIONS
Article 16
(1) This Regulation shall enter into force on the eighth day from the date of publication in the "Official Gazette".
(2) Upon the entry into force of this Regulation, the Regulation on the Performance of Depositary Functions for AIFs ("Official Gazette" No. 10/14, 140/14 and 41/17) shall cease to be valid.
(3) Proceedings initiated before the entry into force of this Regulation shall be completed in accordance with the provisions of the regulations that were in force until the entry into force of this Regulation.

Transitional and Final Provisions
Regulation on Amendments and Supplements to the Regulation on the Performance of Depositary Functions for AIFs (Official Gazette, No. 139/20), entered into force on 22 December 2020.
Article 3
The AIF Manager shall align its contracts for the performance of depositary functions referred to in Article 186, paragraph 1 of the Act with the provisions of Article 1 of this Regulation and inform the Agency of such changes within four months from the entry into force of this Regulation.
Article 4
This Regulation shall enter into force on the eighth day from the date of publication in the "Official Gazette".

Final Provision
Regulation on Amendments and Supplements to the Regulation on the Performance of Depositary Functions for AIFs (Official Gazette, No. 100/22), entered into force on 8 September 2022.
Article 6
This Regulation shall enter into force on the eighth day from the date of publication in the "Official Gazette".

FINAL PROVISION
Regulation on Amendments and Supplements to the Regulation on the Performance of Depositary Functions for AIFs (Official Gazette, No. 155/25), entered into force on 31 December 2025.
Article 7
This Regulation shall enter into force on the eighth day from the date of publication in the "Official Gazette".

FINAL PROVISION
Regulation on Amendments to the Regulation on the Performance of Depositary Functions for AIFs (Official Gazette, No. 60/26), entered into force on 18 June 2026.
Article 5
This Regulation shall enter into force on the eighth day from the date of publication in the "Official Gazette".