Rulebook on the Issuance of Operating Licenses for UAIFs (Unofficial Consolidated Text)

Croatian Financial Services Supervisory Agency, 10000 Zagreb, Franje Račkoga 6, p.p. 164, Croatia t: 01 6173 200, f: 01 4811 507, e: info@hanfa.hr, OIB: 49376181407, MB: 02016419, w: www.hanfa.hr RULEBOOK ON THE ISSUANCE OF OPERATING LICENSES FOR UAIFs („Official Gazette“, No. 136/20, 100/22 and 60/26 - unofficial consolidated text)

I. GENERAL PROVISIONS

Article 1 (OG 100/22, 60/26)
This Rulebook further regulates:

1. the content of the application for the issuance of an operating license to a large and medium UAIF and the documentation to be attached to the application and the content of that documentation,
2. the content of the application for the expansion of an operating license, the necessary documentation to be attached to the application, as well as the content of that documentation.

II. APPLICATION FOR ISSUANCE OF OPERATING LICENSE FOR UAIF

Applicants and activities for which approval is sought

Article 2
(1) The application for the issuance of an operating license for a UAIF is submitted by the founders of that future UAIF.
(2) An operating license for a UAIF may also be requested by an already established joint-stock company or limited liability company, in which case the application is submitted by the company's management board.
(3) The application for the expansion of an operating license, as well as the application for the issuance of an operating license upon a change in the UAIF category, is submitted by the management board of the existing UAIF.

Application of other regulations

Article 3 (OG 60/26)
(1) If a UAIF intends to manage UCITS funds, it must submit an application to Hanfa for the issuance of an operating license in accordance with the provisions of the law regulating the establishment and operation of open-end investment funds with a public offering.
(2) If the application for the issuance or expansion of an operating license relates to additional services from Article 11, paragraph 1, subparagraph 2, point 1 and point 2, subpoints a), b) and c) of the Law, a large UAIF is obliged, in addition to the documentation from Article 4 of this Rulebook, to attach the documentation prescribed for the issuance of an operating license by the provisions of the law regulating the capital market, as well as regulations adopted on the basis of that law.

(3) If the application for the issuance or expansion of an operating license relates to the provision of services from Article 11, paragraph 1, subparagraph 2, point 3 of the Law, a large UAIF is obliged, in addition to the documentation from Article 4 of this Rulebook, to attach the documentation required for registration in accordance with Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014. (4) If the application for the issuance or expansion of an operating license relates to the provision of services from Article 11, paragraph 1, subparagraph 2, point 4 of the Law, a large UAIF is obliged, in addition to the documentation from Article 4 of this Rulebook, to attach proof of obtaining an operating license in accordance with the law regulating the manner, conditions, and procedure for servicing and buying and selling receivables.

Documentation to be attached to the application for the issuance of an operating license for a large UAIF

Article 4 (OG 100/22, 60/26)
(1) Along with the application for the issuance of an operating license for a large UAIF, the applicant is obliged, in addition to the UAIF's Program of Planned Activities from Article 29, paragraph 1, subparagraph 4 of the Law (hereinafter: UAIF's Program of Planned Activities), to submit:

1. the Articles of Association with the document on the basis of which it was adopted if the UAIF is established in the form of a joint-stock company or in the form of a European company – Societas Europea, or the social contract or statement of establishment if the UAIF is established as a limited liability company,
2. the company name or name and OIB or other appropriate identification mark of the UAIF, where applicable,
3. a schematic representation of the UAIF's ownership structure, including a representation of capital shares or voting rights and a list with the names of all legal and natural persons who will have a qualified holding in the UAIF, indicating for each person:
   a. for natural persons, their first and last names, OIB and domicile, or for legal persons, the company name or name, OIB and registered office b. the number and type of shares or holdings that are subscribed or will be subscribed
   c. the nominal value of shares or business holdings
   d. the amount that has been paid or will be paid for shares or business holdings e. the eventual existence of a pledge right on shares/holdings with data on the persons in whose favor it is registered f. statements from the founders that the UAIF will adhere to capital requirements
4. a statement from the founders/members of the UAIF on meeting the conditions for a member and holder of a qualified holding in the UAIF, prescribed by Article 31 of the Law
5. data on the close connection of holders of qualified holdings in the UAIF in accordance with Article 4, point 25 of the Law
6. a list of members of the UAIF's supervisory board, where applicable
7. special requirements for the issuance of approval for performing the function of a member/s of the UAIF's management board based on the provisions of the Law and the rulebook adopted in accordance with Article 42, paragraph 10 of the Law,
8. a statement on meeting the conditions related to the UAIF's organizational requirements prescribed by the Law and the rulebook adopted on the basis of Article 68 of the Law, and a detailed representation of the UAIF's organizational structure
9. data on capital and proof of capital sources available to it:
   a. a certificate from a credit institution on funds set aside in a special purpose account opened for the purpose of paying in the UAIF's share capital and

b. if, at the time of submitting the application for the issuance of an operating license, the share capital has not been paid in full, the application must include a plan for paying in the entire amount of the share capital, which must be paid in full before the operating license is issued
c. a list of private funds, with a description of availability and sources
d. copies of contracts on the basis of which funds for the share capital are collected, with details on funds that have been or will be borrowed, with data on the use of funds and the lender, and if the lender is a credit or financial institution that is not subject to supervision or oversight, data on the sources of borrowed funds and funds that will be borrowed
10. projections of financial indicators for the UAIF and, for the founders as legal entities, financial statements for the past three years, or if the company was established within the past three years, financial statements for each year since establishment, and if the financial statements are subject to audit, audited financial statements are attached
10. data on remuneration policies from Articles 61 and 62 of the Law
11. where applicable, data on the activities that the UAIF will delegate to third parties in accordance with Articles 71 to 75 of the Law,
11. where applicable, the first and last name and domicile, or company name and registered office and contact details of the UAIF's legal representative in accordance with Article 127, paragraph 4 of the Law
12. proof of payment of the fee for the issuance of an operating license to the UAIF,
13. additional documentation at Hanfa's request.
(2) The UAIF's Program of Planned Activities must:

1. be prepared for at least the first three business years and must contain information on the UAIF's planned activities, including:
   a. a presentation and detailed explanation of the sustainability of the business model, identification of business and legal risk factors, including money laundering and terrorist financing risks, and an explanation of how the UAIF will manage these risks and b. a description of the UAIF's strategy, including strategic goals and advantages, reasons for establishing the UAIF and performing the activity for which it seeks approval.
2. contain data on auditors, if available at the time of submitting the application for the issuance of an operating license and
3. contain the organizational structure and internal control structure which must include:
   a. personal data of persons assigned internal control functions, including first name, last name, OIB, contact address and the function they will perform b. a description of resources (especially human and technical) allocated to various planned activities
   c. a list of delegated tasks (or those intended to be delegated) and a list of contracts concluded or foreseen with external suppliers
   b. a description of measures for identifying and preventing or managing conflicts of interest in relation to the activities subject to the operating license
   c. details of systems for assessing and managing money laundering and terrorist financing risks,
   d. business continuity plans, including systems and human resources (key personnel), e. record management, record keeping and data retention policies.
   (3) Data on the organizational structure from the UAIF's Program of Planned Activities must contain a schematic representation of the organization and the following information and documents:
4. a description of the interrelationships between different functions or organizational parts of the UAIF and
5. information on the internal control system which must contain the following:

a. a presentation and detailed description of the internal organization (including allocated financial resources and human resources), the compliance monitoring function and, where applicable, the risk control function and the internal audit function, with a description of financial and human resources and an explanation of how the UAIF intends to meet regulatory and capital requirements, including requirements for preventing money laundering and terrorist financing and b. a description of the compliance monitoring system and, where applicable, internal controls and risk controls, their internal procedures and reporting lines to the management board and, where applicable, the supervisory board (4) Projections of financial indicators must contain the following data:

1. projections of financial statements for at least the first three business years, including:
   a. balance sheet projections b. profit and loss account projections
   c. cash flow statement projections
2. assumptions for projections and an explanation of the amounts from point 1 of this paragraph, as well as explanations of numerical data, and
3. where applicable, a projection of capital requirement calculations and a solvency ratio projection for the first year.
4. data on existing and future liabilities expected before the start of the UAIF's operations, together with data on the lender, maturity and other borrowing conditions, and the purpose of the funds; if the lender is not a credit or financial institution subject to supervision, data on the sources of funds of the approved loan, or the loan that should be approved to the UAIF, must be attached.
5. data on all pledges, guarantees and sureties and fees that the UAIF has issued or is expected to issue before the start of operations and
6. if it exists, the credit rating of the founder or, where applicable, the UAIF, and the group of which the UAIF should become a member.
   (5) Along with the application from paragraph 1 of this Article, the applicant is obliged to attach, for intended direct or indirect holders of a qualified holding in the UAIF who are natural persons, a list of associates within the meaning of Article 4, point 62 of the Law, which list, in addition to data on the associate's first and last name, also contains data on OIB, maiden name, gender, citizenship, father's and mother's first and last name, date of birth, place and country of birth, domicile, and for foreign national associates, proof that they have not been legally convicted of criminal offenses prosecuted ex officio, and other documentation for intended direct or indirect holders of a qualified holding in the UAIF in accordance with the regulations governing the establishment and operation of open-end investment funds with a public offering, where applicable. (6) When submitting the application from paragraph 1 of this Article, in the case of a closed-end AIF with legal personality with internal management, the management board of the closed-end AIF with legal personality as the applicant is also obliged to act in accordance with the provisions of Article 108 of the Law. (7) If the application for the issuance of an operating license for a UAIF is submitted by an already established company that is not a UAIF, the management board of that company, along with the application, also attaches financial statements for the three previous business years, and if the company was established within the past three years, financial statements for each year since establishment. If the company is subject to the obligation to prepare consolidated and/or audited financial statements, the management board submits consolidated and/or audited financial statements of the company for the three previous business years, and if the company was established within the past three years, consolidated and/or audited financial statements for each year since establishment. (8) Exceptionally from paragraphs 1 to 5 of this Article, if the application for the issuance of an operating license for a large UAIF is submitted by a UAIF that already has an operating license for a medium UAIF issued by the Agency or is already registered in the register of registered UAIFs, it attaches only the documentation it did not submit when the said license was issued or when submitting the application for registration in the register of registered UAIFs, and if the already submitted documentation needs to be amended or updated, it also submits the amended or updated documentation.

Documentation to be attached to the application for the issuance of an operating license for a medium or small UAIF

Article 5 (OG 100/22, 60/26)
(1) Along with the application for the issuance of an operating license for a medium or small UAIF, the applicant is obliged, together with the UAIF's Program of Planned Activities, to attach the documentation from Article 4, paragraph 1 of this Rulebook, and, where applicable, the documentation from Article 4, paragraph 5 of this Rulebook. (2) In relation to the documentation from Article 4, paragraph 5 of this Rulebook, the applicant from paragraph 1 of this Article submits documentation in accordance with the rulebook from Article 76, paragraph 13 of the Law. (3) Along with the application from paragraph 1 of this Article, the applicant is obliged, in addition to the documentation from paragraph 1 of this Article, to attach:
a) proof of the designation of the UAIF and the AIFs it manages, b) information on the investment strategies of the AIFs it manages or intends to manage, c) a statement that the units of the AIFs it manages will not be offered to small investors.
(4) When submitting the application from paragraph 1 of this Article, in the case of a closed-end AIF with legal personality with internal management, the management board of the closed-end AIF with legal personality as the applicant is also obliged to act in accordance with the provisions of Article 108 of the Law. (5) Exceptionally from paragraph 1 of this Article, if the application for the issuance of an operating license for a medium UAIF is submitted by a UAIF that already has an operating license for a UAIF issued by Hanfa, it attaches only the documentation from paragraph 3 of this Article and proof of payment of the fee for the issuance of an operating license to the UAIF, and if the application is submitted by a UAIF that is registered in the register of registered UAIFs, it attaches the documentation from paragraphs 1, 2 and 3 of this Article, except for the documentation it attached in accordance with Article 16, paragraph 2 of the Law when submitting the application for registration in the register of registered UAIFs, if there were no changes to that documentation, and if there were changes, updated documentation is attached. (6) If the application for the issuance of an operating license for a medium or small UAIF is submitted by an already established company that is not a UAIF, the management board of that company, along with the application and documentation from paragraphs 1 and 2 of this Article, also attaches financial statements for the three previous business years, and if the company was established within the past three years, financial statements for each year since establishment. If the company is subject to the obligation to prepare consolidated and/or audited financial statements, the management board submits consolidated and/or audited financial statements of the company for the three previous business years, and if the company was established within the past three years, consolidated and/or audited financial statements for each year since establishment.

Article 6
(1) In addition to the documentation from this Rulebook, Hanfa may, during the application processing procedure, request other documentation it deems necessary for deciding on the issuance of the license, including information prescribed by the law regulating the prevention of money laundering and terrorist financing, which is collected by entities subject to that law. (2) The documentation prescribed by this Rulebook is submitted in original or certified copy. Foreign documents from Article 4, or Article 5 of this Rulebook, are submitted translated into Croatian by an authorized court interpreter for foreign documents from Article 4 and 5 of this Rulebook, and are also certified in accordance with the law and international regulations (Apostille – Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, of 5 October 1961) or in accordance with European Union regulations governing exemption from legalization of public documents issued by Member States or governing the simplification of the procedure for accepting documents issued by Member States.

III. SUBMISSION OF APPLICATIONS AND DATA

Article 7
(1) All applications and documentation prescribed by this Rulebook, in addition to written form, may also be submitted to Hanfa electronically in the manner and in accordance with the technical instructions for using the web-form entry service and electronic document submission and the instructions for filling out web-forms for management companies, where applicable. (2) When applications and documentation are submitted electronically, it is considered that the UAIF has submitted the documentation prescribed by this Rulebook at the moment the documentation is recorded on the server for sending such documentation.

IV. FINAL PROVISIONS

Article 8
(1) This Rulebook enters into force on the eighth day following its publication in the »Official Gazette«.
(2) Upon the entry into force of this Rulebook, the Rulebook on the Issuance of Operating Licenses for UAIFs and the Documentation to be Submitted with the Notification of Acquisition of a Qualified Holding in a UAIF (»Official Gazette« No. 20/19) ceases to be valid.
(3) Procedures initiated before the entry into force of this Rulebook will be completed in accordance with the provisions of the regulations that were valid until the entry into force of this Rulebook.

FINAL PROVISION
Rulebook on Amendments and Supplements to the Rulebook on the Issuance of Operating Licenses for UAIFs (Official Gazette, No. 100/22), entered into force on September 8, 2022.

Article 4
This Rulebook enters into force on the eighth day from the date of its publication in the »Official Gazette«.

TRANSITIONAL AND FINAL PROVISION
Rulebook on Amendments and Supplements to the Rulebook on the Issuance of Operating Licenses for UAIFs (Official Gazette, No. 60/26), entered into force on June 18, 2026.

Article 5
Procedures initiated before the entry into force of this Rulebook will be completed in accordance with the provisions of the Law on Alternative Investment Funds (»Official Gazette«, No. 21/18, 126/19, 110/21, 83/23, 152/24 and 13/26) and this Rulebook.

Article 6
This Rulebook enters into force on the eighth day from the date of its publication in the »Official Gazette«.