Rulebook on AIF Units

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

RULEBOOK ON AIF UNITS

("Official Gazette", 26/19, 132/20 and 60/26 – unofficial consolidated text)

I. INTRODUCTORY PROVISIONS

Article 1 (OG 60/26)

This Rulebook prescribes:

1. classes of units in an AIF and the method of their introduction
2. establishment and maintenance and publication of data from the register of units of an AIF without legal personality
3. method and deadlines for submitting notifications to Hanfa on concluded distribution agreements from Article 148, paragraph 2 of the Act
4. content of the application for issuing approval to a UAIF from the Republic of Croatia or another Member State for the distribution of units of AIFs it manages to retail investors in the Republic of Croatia and the documentation to be attached to the application
5. criteria that AIFs must meet to be considered a type of AIF whose units are permitted to be distributed to retail investors in the Republic of Croatia
6. criteria to be taken into account when assessing the level of investor protection in an AIF from a third country
7. method of receiving applications for the acquisition or redemption of units during the suspension of issuance and redemption of units in an AIF without legal personality
8. method of determining the unit price in an AIF without legal personality and payment deadlines
9. suspension and resumption of issuance and redemption of units of an open-ended AIF
10. in-kind payment
11. exchange of units in one open-ended AIF for units in another open-ended AIF managed by the same UAIF
12. rules for the initial offering of units of an AIF without legal personality
13. conditions for payment into an AIF without legal personality in financial instruments.

II. INITIAL OFFERING OF UNITS OF AN AIF WITHOUT LEGAL PERSONALITY

Rules for the initial offering of units of an AIF without legal personality

Article 2

(1) The conditions, start and end date of the initial offering of units of an open-ended AIF with a private offering and a closed-ended AIF without legal personality with a private offering are determined by the AIF rules, in accordance with Article 212 of the Act.

(2) The initial offering of units of an open-ended AIF with a public offering and a closed-ended AIF without legal personality with a public offering may only commence after the publication of the prospectus of the AIF with a public offering.

(3) The initial offering of units of an open-ended AIF with a public offering and a closed-ended AIF without legal personality with a public offering must be publicly announced in one of the following ways:

1. on the UAIF's website,
2. by publication in one or more daily newspapers sold throughout or in the predominant part of the Republic of Croatia, or the state where the units will be offered to the public,
3. in printed form freely available at the official premises of the UAIF and in the offices of legal entities with which the UAIF has concluded a business cooperation agreement for the distribution of AIF units.

(4) When publishing the initial offering of AIF units, the UAIF is obliged to state the start and end dates of the initial offering, as well as the date by which it will return paid funds to investors if, by the end of the initial offering period, funds have not been collected in accordance with the AIF rules or prospectus.

Payment into an AIF without legal personality in financial instruments

Article 3 (OG 60/26)

(1) Payment into an AIF without legal personality with a public offering in financial instruments, in accordance with Article 213, paragraph 3, point a) of the Act, may be made on condition that such payment is prescribed by the AIF rules and prospectus, where applicable, exclusively in transferable securities or money market instruments, provided that the said transferable securities or money market instruments are:

a) listed or traded on a regulated market within the meaning of the law governing the capital market in the Republic of Croatia and/or a Member State, or b) traded on another regulated market in the Republic of Croatia and/or a Member State, which operates regularly, is recognized and open to the public, or c) listed on the official quotation of an exchange in a third country or traded on another regulated market in a third country which operates regularly, is recognized and open to the public, provided that such investment is foreseen in the prospectus of the AIF with a public offering.

(2) Payments into an AIF without legal personality with a public offering may be made exclusively in transferable securities or money market instruments in which that AIF is permitted to invest in accordance with the prospectus and/or rules and whose prices are directly and regularly available on active markets in accordance with the rulebook governing the net asset value of an AIF and AIF unit prices, on which they are listed or traded, in accordance with the AIF's investment objectives, investment strategy, and investment limits.

(3) The allocation of units in an AIF without legal personality with a public offering based on payment in financial instruments in accordance with this Article is carried out at the prices at which the financial instruments are valued in accordance with the rulebook governing the net asset value of an AIF and AIF unit prices, after all financial instruments subject to payment have been deposited by the depositary for safekeeping in accordance with Article 192, paragraph 1, point 1 of the Act.

(4) The possibility of payments in financial instruments or other forms of assets into an AIF without legal personality with a private offering, in accordance with Article 213, paragraph 3, points a) and b) of the Act, is prescribed by the UAIF in the AIF rules.

(5) The UAIF is obliged to document the fulfillment of the conditions for payment into an AIF without legal personality in financial instruments from this Article and to keep the documentation in the manner prescribed by the Act and regulations adopted on the basis of the Act.

(6) The costs of payment into an AIF without legal personality in financial instruments are borne by the investor.

III. REDEMPTION AND EXCHANGE OF UNITS IN AN OPEN-ENDED AIF WITHOUT LEGAL PERSONALITY

In-kind payment in an AIF without legal personality

Article 4 (OG 60/26)

When a UAIF uses in-kind payment as a liquidity management tool for an open-ended AIF without legal personality that it manages, the difference between the total value of the AIF's assets being transferred and the total value of the units being redeemed thereby is paid in cash.

Exchange of units in open-ended AIFs

Article 5

(1) In accordance with the Act, regulations adopted on the basis of the Act, the prospectus and/or rules of an open-ended AIF, a UAIF managing multiple open-ended AIFs may, at the investor's request, allow an investor in an open-ended AIF to exchange all or part of the units of that open-ended AIF for units in other open-ended AIFs it manages.

(2) The

(1) The application for issuing an approval from Article 151, paragraph 1 of the Act for the distribution of units of an AIF established in a third country to retail investors shall be accompanied by:
a) AIF prospectus, b) AIF rules, c) audited annual financial statements of the AIFM, audited annual statements of the AIF for the last 2 business years, d) key information for investors, or corresponding documents, where applicable, e) a detailed description of the planned activities for trading AIF units, which includes all services and activities in any way related to the distribution of AIF units from the AIFM to investors, including activities related to advertising and informing, and other data from which it is evident that the AIFM meets the conditions from Article 151, paragraph 3 of the Act for the distribution of AIF units from a third country in the Republic of Croatia, f) data on AIFM activities delegated to a third party, as well as the identity of the third party, g) other documentation determined by Hanfa, from which it can be established that investors in an AIF established in a third country to which the application refers have at least the same level of protection as investors in open-ended investment funds with a public offering in accordance with the provisions of the law governing the establishment and operation of open-ended investment funds with a public offering and regulations adopted thereunder, in accordance with Article 25 of this Rulebook. (2) Hanfa shall issue approval for the distribution of AIF units from a third country to retail investors if, based on the data it possesses and the documentation attached to the application, it determines that:
a) investors in an AIF from a third country will have at least the same level of protection as investors in open-ended investment funds with a public offering in accordance with the provisions of the law governing the establishment and operation of open-ended investment funds with a public offering and regulations adopted thereunder, b) the distribution of AIF units from a third country to retail investors is not prohibited in the country where that AIF is established. (3) Hanfa shall reject the application for issuing approval for the distribution of AIF units from a third country to retail investors in the Republic of Croatia if it determines that the conditions from paragraph 2 of this Article are not met. (4) When units of an AIF established in a third country are distributed to retail investors in the Republic of Croatia, the provisions of the law governing the establishment and operation of open-ended investment funds with a public offering and regulations adopted thereunder shall apply mutatis mutandis, regarding the preparation and publication of prospectuses and rules, delivery of prospectuses and rules to investors, distribution of units and advertising, and the preparation, publication, and delivery of all information, reports, and data that must be made available to investors.
X. SUBMISSION OF DOCUMENTATION
Article 22 (NN 60/26)
(1) An AIFM may submit documentation prescribed by this Rulebook to Hanfa in the manner and in accordance with the Technical Instruction for using the electronic data submission system of the Croatian Financial Services Supervisory Agency reports.hanfa.hr and the Instruction for filling out WEB forms for AIFMs. (2) An AIFM is deemed to have submitted the documentation prescribed by this Rulebook at the moment the documentation is recorded on the server for sending such documentation.
XI. FINAL PROVISIONS
Article 23
(1) This Rulebook shall enter into force on the eighth day following its publication in the »Narodne novine«.
(2) Upon the entry into force of this Rulebook, the Rulebook on AIF Units (»Narodne novine« no. 16/14 and 41/17), the Rulebook on conditions for offering AIF units with a private offering (»Narodne novine« no. 160/13, 26/15 and 41/17) and the Rulebook on issuing approvals for offering AIF units to retail investors in the Republic of Croatia (»Narodne novine« no. 105/13 and 41/17) shall cease to be valid. FINAL PROVISION Rulebook on Amendments to the Rulebook on AIF Units (»Narodne novine«, no. 132/20), entered into force on December 8, 2020.
Article 5.
This Rulebook shall enter into force on the eighth day following its publication in the »Narodne novine«.
FINAL PROVISION
Rulebook on Amendments and Supplements to the Rulebook on AIF Units (»Narodne novine«, no. 60/26), entered into force on June 18, 2026.
Article 14.
This Rulebook shall enter into force on the eighth day following its publication in the »Narodne novine«.