Rulebook on UCITS Fund Shares - Unofficial Consolidated Text (NN 3/17, 41/17, 77/26)

Croatian Financial Services 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 UCITS FUND SHARES (Narodne novine, No. 3/17, 41/17 and 77/26 – editorially cleaned text)
Article 1. (NN 77/26)
This Rulebook prescribes:
a) the duration and conditions of the initial offer of UCITS fund shares, b) the procedure, deadlines and implementation of the issuance and redemption of shares, c) the suspension and resumption of the issuance and redemption of shares, d) payment into the UCITS fund in financial instruments and payment in kind, e) the exchange of shares in one UCITS fund for shares in another UCITS fund managed by the same management company, f) the conditions and manner of accepting requests for the issuance or redemption of shares during the suspension of the issuance and redemption of UCITS fund shares, g) the conditions for determining the price of shares, payment deadlines and conditions for the continuation of business after the cessation of the suspension of the issuance and redemption of UCITS fund shares, h) additional conditions for refusing to conclude an investment contract, i) share classes and their introduction, j) special rules relating to umbrella UCITS funds and their sub-funds, k) the definition of a UCITS ETF fund, the use of the label "UCITS ETF" and the conditions for the redemption of shares or stocks of a UCITS ETF, and l) the establishment, maintenance and publication of data from the register of UCITS fund shares.

Payment into the UCITS Fund in Financial Instruments
Article 2. (NN 77/26)
(1) Payment into the UCITS fund in financial instruments, in accordance with Article 246, paragraph 3 of the Act, may be made exclusively in financial instruments from Article 252, paragraph 1, item 1 of the Act into which the UCITS fund is allowed to invest in accordance with the prospectus and/or rules, and whose prices are immediately and regularly available on the markets on which they are listed or traded in accordance with the investment objectives, investment strategy and investment restrictions of the UCITS fund, provided that these financial instruments:
a) are 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) are 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) are listed in the official stock exchange quotation of a third country or traded on another regulated market in a third country which operates regularly, is recognized and open to the public, and d) that their prices are immediately and regularly available on the markets on which they are listed or traded. (2) Payments into the UCITS fund from paragraph 1 of this Article are permitted if the following conditions are met:
a) the possibility of payments into the UCITS fund in financial instruments and the issuance of shares based on such payments, as well as all essential details regarding the possibility of such payments, are stated in the prospectus and/or rules of the UCITS fund, b) the conversion of paid-in financial instruments into UCITS fund shares is carried out at the prices at which the financial instruments are valued in the assets of the UCITS fund, after all financial instruments that are the subject of payment have been deposited in custody in dematerialized securities accounts or other appropriate accounts of the UCITS fund from Article 221, paragraph 1, item 1 of the Act, c) the costs of payment into the UCITS fund in financial instruments are borne by the investor. (3) The management company is obliged to document the fulfillment of the conditions for payment into the UCITS fund in financial instruments from paragraphs 1 and 2 of this Article and to keep the documentation in the manner prescribed by the Act and regulations adopted on the basis of the Act.

Payment in Kind
Article 3. (NN 77/26)
When the management company uses payment in kind as a tool for managing the liquidity of the UCITS fund it manages, the difference between the total value of the corresponding percentage of each type of asset of the UCITS fund being transferred and the total value of the shares being redeemed is paid in cash.

Exchange of Shares in UCITS Funds
Article 4.
(1) A management company managing several UCITS funds may, at the request of an investor in a UCITS fund, allow the investor to exchange all or part of the shares of the UCITS fund for shares in other UCITS funds managed by it.
(2) The management company may not carry out the exchange of shares from paragraph 1 of this Article if the calculation of the net asset value of any of the UCITS funds whose shares are intended to be exchanged is prevented.
(3) The management company may, if provided for in the prospectus and/or rules of the UCITS funds it manages, charge an exit fee for the UCITS fund whose shares it redeems, or an entry fee for the UCITS fund whose shares it issues, when exchanging shares in UCITS funds. (4) The exchange of shares in UCITS funds may not last longer or financially burden the investor in the UCITS fund more than their possible decision to sell shares in one and buy shares in another UCITS fund managed by the same management company. (5) The exchange of shares is carried out on the basis of submitting a request for the exchange of shares, which represents a simultaneous request for the redemption of shares in a UCITS fund and a request for the issuance of shares in another UCITS fund managed by the same management company, by the same investor, for the funds paid to the investor for the redemption of shares in the UCITS fund, whereby the funds are transferred directly to the benefit of the other UCITS fund in which the issuance of shares is requested. The same rules prescribed by the Act, regulations adopted on the basis of the Act, prospectus and/or rules of the UCITS fund that apply to individual transactions of redemption and issuance of shares apply to the exchange of shares.

Reasons for the Suspension of Issuance and Redemption of Shares
Article 5. (NN 77/26)
(1) The management company is obliged, when fulfilling the obligations from Article 177, paragraphs 3 of the Act, to notify the Agency in writing of the reasons that led to the suspension of the issuance and redemption of shares, and to inform the public without delay on its website about the fact that the suspension of the issuance and redemption of shares has occurred. (2) During the suspension of the issuance and redemption of shares, the management company is obliged to publish on its website data that must enable the average investor to understand the circumstances of the occurrence of the suspension of the issuance and redemption of shares, as well as the type and significance of the risks arising from it.

Calculation of Net Asset Value and Share Prices During the Suspension
Article 6. (NN 77/26)
(1) The management company is obliged to calculate the net asset value and the price of shares of the UCITS fund in accordance with Article 168 of the Act for the entire duration of the suspension of the issuance and redemption of shares, when applicable. (2) In the event of circumstances arising during which the calculation of the net asset value and share price of the UCITS fund would be prevented during the suspension of the issuance and redemption of shares, the management company is obliged to notify the Agency and the public without delay, indicating the reasons why it is not possible to calculate the exact net asset value and share price of the UCITS fund. (3) The notification to the Agency from paragraph 2 of this Article may be submitted by the management company in the manner and in accordance with the Technical Instruction for the Use of the System for Submitting Data in Electronic Form of the Croatian Financial Services Agency reports.hanfa.hr and the Instruction for Filling Out Web Forms for Management Companies. (4) It is considered that the management company has submitted the notification to the Agency from paragraph 2 of this Article at the moment when the notification is recorded on the server for sending such documentation.

Manner of Accepting Requests for Issuance or Redemption of Shares
Article 7. (NN 77/26)
(1) The management company is obliged to refuse to conclude an investment contract for requests for the issuance of UCITS fund shares received during the suspension of the issuance and redemption of shares, and to return all received payments to the investors of the UCITS fund without delay. (2) The management company is obliged to record requests for the redemption of shares during the suspension of the issuance and redemption of shares in the order of receipt, whereby no holder of UCITS fund shares may be placed in a privileged position. (3) The rights of the holder of UCITS fund shares, prescribed by Article 116, paragraph 1 of the Act, as well as the rights and encumbrances on UCITS fund shares in favor of third parties prescribed by Article 118, paragraph 1 of the Act, are suspended during the suspension of the issuance and redemption of shares until the date of cessation of the suspension of the issuance and redemption of shares. (4) During the suspension of the issuance and redemption of shares, the distribution of UCITS fund shares from Article 164 of the Act is prohibited.

Conditions for Determining Share Prices, Payment Deadlines and Continuation of Business
Article 8. (NN 77/26)
(1) The management company will execute requests for the redemption of shares received during the suspension of the issuance and redemption of shares at the price of the UCITS fund share determined for the day of cessation of the suspension of the issuance and redemption of shares. (2) The deadline from Article 119, paragraph 4 of the Act may exceptionally be extended by an additional seven days for the payment of unexecuted requests for the redemption of shares received before the suspension of the issuance and redemption of shares, and for the payment of requests for the redemption of shares received during the suspension and issuance of shares, if this is in the interest of other holders of UCITS fund shares and provided for in the prospectus and/or rules of the UCITS fund. (3) Upon the occurrence of the suspension of the issuance and redemption of shares, the management company is obliged to immediately publish on its website that investors who submit a request for the redemption of UCITS fund shares during the suspension of the issuance and redemption of shares have the option during the suspension to withdraw the request or execute it at the price from paragraph 1 of this Article.

Refusal to Conclude an Investment Contract
Article 9.
In addition to the provisions of Article 100, paragraphs 1 and 4 of the Act, which regulate the cases of refusal to conclude an investment contract, the management company may refuse to conclude an investment contract if the investor has not provided the management company with all the documentation that the company has prescribed as necessary for the conclusion of an investment contract.

Share Classes of UCITS Funds
Article 10.
Details regarding the rights granted by each class of UCITS fund shares must be explained in detail to all investors and potential investors in the prospectus and/or rules of the UCITS fund.

Calculation of the Price of Shares of a Particular Class
Article 11.
(1) The rights from a particular class of shares must be in accordance with the prospectus and/or rules of the UCITS fund and must not cause harm to holders of other classes of shares of the same UCITS fund.
(2) When the rights from a particular class of shares can result in a different share price, the share price is calculated separately for each class of UCITS fund shares, taking into account the specific rights arising from a particular class of UCITS fund shares in accordance with the Act and regulations adopted on the basis of the Act prescribing the calculation of the price of UCITS fund shares.

Establishment of an Umbrella UCITS Fund
Article 12.
(1) A management company in the Republic of Croatia may establish an umbrella UCITS fund (hereinafter: umbrella fund), which consists of two or more UCITS sub-funds (hereinafter: sub-funds).
(2) The management company is obliged to obtain the Agency's approval for the establishment and operation of the umbrella fund and for the establishment and operation of all sub-funds of the umbrella fund.
(3) After the establishment of the umbrella fund, the management company may, with the Agency's approval, subsequently establish new sub-funds to be included in the aforementioned umbrella fund, whereby it is obliged to adhere to the provision of Article 14, paragraph 6 of this Rulebook. (4) A management company managing at least two UCITS funds may establish an umbrella fund from existing UCITS funds by transforming the aforementioned funds into sub-funds and including them in the umbrella fund. (5) On the request for the establishment and issuance of approval for the operation of the umbrella fund and sub-funds, the provisions of Article 243 of the Act apply mutatis mutandis.

Name of the Umbrella Fund and Sub-Funds
Article 13.
(1) The name of the umbrella fund must contain a designation that it is an umbrella fund.
(2) The name of the sub-fund must contain the name of the umbrella fund without the designation "umbrella fund" and a name by which the sub-fund is clearly distinguished from other sub-funds of that umbrella fund.

Documents of the Umbrella Fund
Article 14.
(1) The management company is obliged to prepare a prospectus for the umbrella fund. Prospectuses are not prepared for the sub-funds of the umbrella fund, but the specifics of each individual sub-fund are determined by the prospectus of the umbrella fund. (2) The prospectus must clearly indicate which provisions apply to all sub-funds of the umbrella fund and which apply only to a particular sub-fund. (3) The management company is obliged to prepare the rules of the umbrella fund. The rules of the umbrella fund must, in addition to the data prescribed by Article 198 of the Act, contain a clear designation that it is an umbrella fund. Rules are not prepared for individual sub-funds, but the specifics of each sub-fund are determined by the rules of the umbrella fund. (4) The rules must clearly indicate which provisions apply to all sub-funds of the umbrella fund and which apply only to an individual sub-fund. (5) Key investor information is prepared as separate documents for each individual sub-fund in accordance with the provisions of Part Eight, Chapter 4 of the Act. (6) When the management company establishes additional sub-funds after the establishment of the umbrella fund, it must appropriately amend and supplement the prospectus and rules of the umbrella fund, and prepare key investor information for the new sub-funds.

Assets of the Sub-Fund
Article 15.
(1) The assets of one sub-fund are completely separate from the assets of another sub-fund.
(2) Obligations or claims arising from transactions on behalf of one sub-fund may be settled exclusively from the assets, or for the benefit of the assets, of the same sub-fund.

Investments of Sub-Funds
Article 16.
(1) The provisions of Part Ten, Chapter 3 of the Act apply mutatis mutandis to each sub-fund of the umbrella fund.
(2) The management company may consolidate the established risk management processes of individual sub-funds into a common risk management process of the umbrella fund, whereby only the specifics of risk management applicable to the aforementioned sub-fund are stated for each individual sub-fund.

Custodian Activities and Segregation of Sub-Fund Assets
Article 17.
(1) The management company is obliged to conclude a contract with the custodian for the performance of custodian activities for the umbrella fund and all its sub-funds on behalf of the umbrella fund.
(2) The custodian is obliged, on the basis of the contract for the performance of custodian activities for the umbrella fund, to perform the aforementioned activities on behalf of each individual sub-fund.
(3) The management company and the custodian are obliged to ensure the segregation of the assets of each individual sub-fund in the manner prescribed by Articles 221 and 223 of the Act.
(4) The assets of an individual sub-fund are held and accounted for separately from the assets of other sub-funds of the umbrella fund, from the assets of the management company and from the assets of the custodian.

Termination and Liquidation
Article 18.
(1) The umbrella fund ceases to exist without liquidation when:
a) the umbrella fund no longer includes at least two sub-funds, in which case the remaining sub-fund continues to operate as a UCITS fund and/or b) all sub-funds of the umbrella fund are included in another umbrella fund.
(2) The provisions of Part Thirteen of the Act apply mutatis mutandis to the liquidation procedure of a sub-fund and the legal consequences of the liquidation of a sub-fund.
(3) The liquidation of a sub-fund is carried out, in addition to the reasons listed in Article 336 of the Act, also in cases when:
a) the management company makes a decision on liquidation, b) a circumstance occurs that is provided for in the prospectus as a reason for the liquidation of the sub-fund.

UCITS ETFs
Article 19.
In accordance with the ESMA Guidelines on investment funds whose shares are traded on a stock exchange (ETFs) and other matters relating to UCITS funds (ESMA/2014/937):

1. A UCITS ETF is a UCITS fund whose at least one class of shares or stocks is traded daily on at least one regulated market or multilateral trading facility, and which has at least one market maker who ensures that the market value of the shares or stocks does not differ significantly from the net asset value and from the indicative net asset value, if it is calculated.
2. A UCITS fund that meets the conditions from the previous paragraph of this Article must use the label "UCITS ETF" in the name of the fund, rules, prospectus, key investor information and promotional content.
3. If the stock exchange value of the shares or stocks of a UCITS ETF deviates significantly from its net asset value, the management company must allow the redemption of shares or stocks of the UCITS ETF for investors who have acquired its shares or stocks (or, where applicable, any right to acquire a specific share or stock guaranteed upon the distribution of that share or stock) on the secondary market. The management company is obliged to publish information about the redemption of shares or stocks of the UCITS ETF on the regulated market and indicate that it is ready to directly redeem the shares or stocks of the UCITS ETF from the aforementioned investors.
4. A UCITS fund that does not meet the conditions of this Article may not use the label "UCITS ETF", the label "ETF", or the name "exchange-traded fund".
5. The management company is obliged to take all necessary activities to comply with the Guidelines on investment funds whose shares are traded on a stock exchange (ETFs) and other matters relating to UCITS funds.

Article 20.
(1) A share may be registered to an investment company or a credit institution providing custody and administration services for financial instruments on behalf of a client, including custody and related services and portfolio management services, or a management company performing portfolio management services, whereby it will be recorded in the share register that the investment company, credit institution or management company holds the share on behalf of a third party. (2) The data entered into the register of UCITS fund shares must enable the unambiguous identification of the person to whom the shares are registered (the holder of the shares or other persons from paragraph 1 of this Article), and must include at least the following:
a) For a business entity:
– company name,
– address (headquarters), place, postal code, country, – data on the legal representative (equal to the data listed for natural persons from item b) of this paragraph), – data on the person authorized to submit requests for the issuance or redemption of shares. b) For a natural person:
– first and last name,
– address (residence), place, postal code, country.

Register of UCITS Fund Shares
Article 21.
(1) The management company, or the keeper of the register of UCITS fund shares, is obliged to record the following data at a minimum in the register of shares for each holder of UCITS fund shares:
– date and time of receipt of the request for the issuance or redemption of shares, – date of execution of the request, – type of request (issuance or redemption), – number of shares issued or redeemed, – price of the share at which the request for the issuance or redemption of shares was executed, – date of the share price, – total amount of the request, which includes the entry fee in the case of a request for the issuance of shares or, in the case of a request for the redemption of shares, after the deduction of the exit fee, – total amount of fees charged upon the issuance or redemption of shares, – conversion amount, in the event that shares are denominated in a currency different from the payment currency, – share balance after each issuance or redemption of shares. (2) The management company or the keeper of the register is obliged to keep the register of UCITS fund shares in electronic form and in a manner that enables the data from paragraph 1 of this Article to be determined for each holder of shares in the UCITS fund. (3) In addition to the minimum data entered into the share register, the management company or the keeper of the share register is obliged to ensure that it possesses other data necessary for the uninterrupted implementation of the issuance and redemption of UCITS fund shares and the payment to holders of UCITS fund shares.

Article 22.
The management company will process the data from the register of shares collected on the basis of this Rulebook in accordance with the law regulating the protection of personal data.

Article 23.
The management company may publish only those data from the register of UCITS fund shares that relate to the total assets of UCITS funds, the total number of share holders, and general data on the structure of share holders in a particular UCITS fund.

Final Provisions
Article 24.
This Rulebook enters into force on the eighth day from the date of publication in "Narodne novine".

Rulebook on Amendments and Supplements to the Rulebook on UCITS Fund Shares (Narodne novine, No. 41/17), entered into force on May 1, 2017.
Final Provision
Article 2.
This Rulebook will be published in "Narodne novine" and enters into force on May 1, 2017.

Rulebook on Amendments and Supplements to the Rulebook on UCITS Fund Shares (Narodne novine, No. 77/26), entered into force on July 23, 2026.
FINAL PROVISION
Article 8.
This Rulebook enters into force on the eighth day from the date of publication in "Narodne novine".