Rule · HANFA · 10 Aug 2026
Management companies (UAIFs) managing transferor and acquiring AIFs must prepare a joint draft merger, notify unitholders at least 30 days before the five-working-day pre-exchange-ratio ban on issuing or redeeming units, and cap cash payments at 10% of unit value. Depositaries must issue opinions, an auditor must audit the merger, and the UAIF managing the acquiring AIF must notify Hanfa and its depositary the next working day after implementation.
(1) This Rules prescribe in detail the special rules for conducting status changes of AIFs and the conditions for changing the distinctiveness and form of an AIF
(2) Two or more AIFs without legal personality may merge or amalgamate with each other, with the prior approval of Hanfa, in accordance with the provisions of the Act.
(3) A merger of AIFs is carried out by transferring the entire assets, rights and obligations of one or more AIFs (transferor AIF) which cease to exist, to another, existing AIF (acquiring AIF).
(4) An amalgamation of AIFs is carried out by establishing a new AIF (acquiring AIF), to which the entire assets, rights and obligations of two or more AIFs that are amalgamating and cease to exist (transferor AIFs) are transferred.
(5) In the event of status changes of AIFs, only one acquiring AIF may participate in the procedure.
(6) Status changes may be carried out only if the units of the transferor AIF are permitted to be offered also to investors in the acquiring AIF, in accordance with the rules referred to in Article 6, paragraph 6 of the Act.
(7) The provisions of this Rules do not apply to status changes and the conditions for changing the distinctiveness and form of an AIF that is entered in the register of registered AIFs in accordance with the provision of Article 8, paragraph 2 of the Act.
(1) By carrying out a status change, the transferor AIF ceases to exist without conducting liquidation, and all assets, rights and obligations of the transferor AIF pass to the acquiring AIF.
(2) The UCITS management company that manages the acquiring AIF shall enter, in its own name and for the account of the acquiring AIF, into all legal relationships in which it was the management company of the transferor AIF in its own name and for the account of the transferor AIF.
(3) After the implementation of the status change, the holder of units in the transferor AIF acquires units in the acquiring AIF, in accordance with the determined exchange ratio.
If, upon the exchange of units in the transferor AIF for units in the acquiring AIF, the holders of units in the transferor AIF are entitled to cash payments, they must not exceed 10% of the value of their units in the transferor AIF.
(1) The exchange ratio of units in the transferor AIF for units in the acquiring AIF shall be calculated on the date of implementation of the status change on the basis of the net asset value of the AIFs participating in the status change, calculated in the manner provided for by the provision of Article 152 of the Act (Date of calculation of the exchange ratio).
(2) The date of implementation of the status change is the date determined in the draft merger as the envisaged date of implementation of the status change, on which the transfer of assets and obligations of the transferor AIF to the acquiring AIF and the exchange of units of the transferor AIF for units in the acquiring AIF are carried out.
(3) The deadline for the distribution of units in the acquiring AIF is the next business day from the date of implementation of the status change.
(1) After the implementation of the status change, the net asset value of the acquiring AIF must be at least equal to the amount of the net asset value of the transferor AIF before the implementation of the status change, taking into account payments in accordance with Article 3 of this Rules. The total value of all units of the acquiring AIF held by a person after the implemented status change must be at least equal to the total value of the units of the transferor AIF held by that person before the implementation of the status change.
(2) A status change of an AIF is permitted if, after its implementation, the economic position of the holders of units in the AIFs participating in the status change is not weakened.
(1) The management companies managing the transferor AIF and the acquiring AIF shall prepare a joint draft merger.
(2) The draft merger must contain:
1. the name of the AIFs participating in the merger procedure, the company names and registered offices of the management companies managing the transferor AIF and the acquiring AIF, and an indication that a merger procedure is being carried out,
2. a brief description of the reasons for carrying out the merger and the basis of the merger,
3. a description of the envisaged consequences of the merger for the holders of units of the transferor AIF and the acquiring AIF,
4. a description of the method of valuation of the assets and obligations of the transferor AIF and the acquiring AIF on the date of calculation of the exchange ratio,
5. a description of the methodology to be applied for the calculation of the exchange ratio on the date of calculation of the exchange ratio,
6. an indication of the envisaged date of implementation of the status change,
7. a detailed description of the procedures relating to the transfer of the assets of the transferor AIF to the acquiring AIF and relating to the exchange of units in the transferor AIF for units in the acquiring AIF.
(3) In addition to the information and documentation referred to in paragraph 2 of this Article, the management companies managing the transferor AIF and the acquiring AIF may also include in the draft merger additional information related to the merger procedure.
(4) The draft merger shall be signed by all members of the management boards of the management companies managing the transferor AIF and the acquiring AIF.
(5) If more than one transferor AIF participates in the merger procedure, one draft merger shall be prepared.
(6) If the same management company manages both the transferor AIF and the acquiring AIF, it shall prepare the draft merger itself.
(1) The depositaries of the AIFs participating in the merger procedure shall, independently and independently of each other, prepare an opinion on the merger, each for the AIF for which they perform depositary services, on the basis of the draft merger referred to in Article 6 of this Rules.
(2) In its opinion, the depositary must explicitly state whether the prescribed contents referred to in Article 6, paragraph 2, points 1, 4 and 7 of this Rules have been prepared in accordance with the provisions of the Act, this Rules and the rules of the AIF.
(3) Costs related to the preparation of the depositary's opinion on the merger must not be paid from the assets of the AIFs participating in the merger procedure.
(1) The UAIF managing the receiving AIF is required to notify all unitholders in the receiving AIF of all actions and circumstances of the merger, so that unitholders can assess the consequences the merger will have on their assets in the receiving AIF.
(2) The UAIF managing the transferring AIF is required to notify all unitholders in the transferring AIF of all actions and circumstances of the merger, so that unitholders can assess the consequences the merger will have on their assets in the transferring AIF.
(3) The notification of the merger referred to in paragraphs 1 and 2 of this Article contains:
1. a brief description of the reasons for carrying out the merger and the basis of the merger,
2. a description of the expected consequences of the merger on the unitholders of the transferring AIF and the receiving AIF,
3. a description and procedure for exercising all rights belonging to the unitholders of the transferring AIF and the receiving AIF on the basis of the provisions of the Act and of this Ordinance,
4. the expected day of implementation of the status change,
5. details on how the realized profit in the AIFs participating in the status change will be handled,
6. information on how the report of the independent auditor referred to in Article 9 of this Ordinance and the opinion of the depositary referred to in Article 7 of this Ordinance can be obtained,
7. details on the suspension of trading in units due to the implementation of the merger.
(4) The additional content of the notification delivered to the unitholders of the receiving AIF also includes an explanation of the expected significant effects of the merger on the portfolio of the receiving AIF and information on the intention to carry out a portfolio rebalancing, before or after the implementation of the merger.
(5) The additional content of the notification delivered to the unitholders of the transferring AIF includes:
1. details on possible differences in the rights of the unitholders of the transferring AIF, before and after the implementation of the merger,
2. a comparison of the differences in key indicators for the unitholders of the transferring AIF and the receiving AIF to the extent that they indicate different significant risks,
3. a comparison of all fees and costs of the transferring AIF and the receiving AIF,
4. if the transferring AIF charges a performance-related fee, an explanation of how it will be applied until the day of the merger,
5. if the receiving AIF charges a performance-related fee, an explanation of how it will subsequently be charged, in order to ensure fair treatment of those unitholders who previously held units in the transferring AIF,
6. information on the intention to carry out a portfolio rebalancing before the merger by the UAIF managing the transferring AIF,
7. if the terms of the proposed merger include provisions on cash payment, in accordance with Article 3 of this Ordinance, the notification delivered to the unitholders of the transferring AIF must contain details of such payment, including information on how and when the unitholders of the transferring AIF will receive the cash payment,
8. the deadline by which the unitholders in the transferring AIF will have the possibility to submit requests for the issuance and redemption of units of the transferring AIF,
9. the deadline by which the unitholders in the transferring AIF, who do not exercise their rights in accordance with Article 11 of this Ordinance, will have the possibility to exercise their rights as unitholders of the receiving AIF.
(6) The UAIFs managing the transferring AIF and the receiving AIF shall deliver the notifications of the merger referred to in paragraphs 1 and 2 of this Article to the unitholders at least 30 days before the prohibition of further issuance or redemption of units in accordance with Article 12 paragraph 1 of this Ordinance.
(7) The notifications referred to in paragraphs 1 and 2 of this Article shall be delivered to the unitholders, in accordance with Article 96 of the Act, in electronic form or in printed form, if the unitholder has requested to receive information and/or documents in printed form.
(8) Between the date when the notifications referred to in paragraphs 1 and 2 of this Article are delivered to the unitholders and the date of the merger, the notification of the merger must be delivered to every person who acquires units of either the transferring AIF or the receiving AIF or requests copies of the rules or prospectus of any AIF participating in the merger.
(9) In the case of a cross-border merger, the UAIFs managing the transferring AIF and the receiving AIF must explain in plain language all the terms and procedures relating to the other AIF that differ from those commonly used in that other Member State.
(10) When the UAIFs trade units of the transferring AIF and the receiving AIF in a Member State, the notification of the merger shall be delivered to the unitholders from that Member State in the official language of that Member State or in a language approved by the competent authority of that State.
(1) Before the date of calculation of the exchange ratio and the date of implementation of the status change, the merger must be audited by an auditor from an audit firm appointed, in agreement with the depositary of the transferring AIF, by the UAIF managing the transferring AIF.
(2) On the basis of the audit referred to in paragraph 1 of this Article, the auditor is required to prepare a merger report which includes the auditor's findings on:
1. whether the proposed merger respects the principle of the invariability of the economic position of the unitholders referred to in Article 5 of this Ordinance,
2. the criteria accepted for valuation referred to in Article 6 paragraph 2 point 4 of this Ordinance,
3. the correctness of the calculation of possible cash payments referred to in Article 3 of this Ordinance,
4. the appropriateness of the methodology for calculating the exchange ratio referred to in Article 6 paragraph 2 point 5 of this Ordinance and the accuracy of the actual exchange ratio determined on the date of calculation of that ratio.
(3) The auditor shall submit his merger report to the managements of the UAIFs managing the transferring AIF and the receiving AIF, and the UAIF managing the receiving AIF shall deliver it to Hanfa within 3 working days.
(4) If more than one transferring AIF participates in the merger procedure, the auditor shall carry out the merger audit for each transferring AIF. The UAIFs managing the transferring AIFs may, in agreement with the depositaries of those AIFs, determine that the merger audit be carried out by the same auditor who will issue a single merger report in which each transferring AIF will be dealt with separately, meaning that the report will set out, for each transferring AIF, the provisions referred to in paragraph 2 of this Article.
(5) Within 30 days from the day of the implementation of the status change, the auditor who prepared the report referred to in paragraph 2 of this Article shall, as an annex to the report, prepare an opinion on the accuracy of the actual exchange ratio determined on the day of calculation of that ratio and deliver it to the managements of the UAIF managing the transferring AIF and of the UAIF managing the receiving AIF, and the UAIF managing the transferring AIF shall deliver it to Hanfa within three working days.
(6) The liability for damage of the auditor who prepares the report referred to in paragraph 2 of this Article shall be governed, mutatis mutandis, by the provisions of the regulations governing auditing.
(7) The costs of the audit must not be paid out of the assets of the AIFs participating in the merger procedure.
(1) A unitholder in the transferring AIF or the receiving AIF may request from the UAIFs managing those AIFs a copy of the auditor's merger report.
(2) The UAIF shall make available to the unitholder, free of charge, a copy of the auditor's merger report, no later than the next working day after receipt of the written request.
(3) The copy of the auditor's merger report may also be delivered to the unitholder in electronic form.
(1) A unitholder in the transferring AIF may request:
1. that the open-ended transferring AIF redeem his units, whereby the unitholder is not obliged to pay an exit fee,
2. that the UAIF managing the transferring AIF exchange his units in the transferring AIF for units of another AIF of the same type (units in an open-ended transferring AIF for units in an open-ended receiving AIF and units in a closed-ended transferring AIF for units in a closed-ended receiving AIF) with a similar investment strategy managed by that UAIF or another UAIF with which that UAIF is connected by common management or control, or by a significant direct or indirect mutual ownership interest. In that case, no exit or entry fees shall be charged.
(2) A unitholder in the receiving AIF may request:
1. that the open-ended receiving AIF redeem his units, whereby the unitholder is not obliged to pay an exit fee,
2. that the UAIF managing the receiving AIF exchange his units in the receiving AIF for units of another AIF of the same type (units in an open-ended receiving AIF for units in an open-ended transferring AIF and units in a closed-ended receiving AIF for units in a closed-ended transferring AIF) with a similar investment strategy managed by that UAIF or another company with which that UAIF, or another UAIF with which that UAIF is connected by common management or control, or by a significant direct or indirect mutual ownership interest, is connected. In that case, no exit or entry fees shall be charged.
(3) Unitholders have the right to redeem units under the conditions referred to in paragraphs 1 and 2 of this Article from the day of receipt of the notification referred to in Article 8 of this Ordinance, whereby that right ceases with the prohibition of further issue or redemption of units in accordance with the provisions of Article 12, paragraph 1 of this Ordinance.
(1) Five working days before the day of calculation of the exchange ratio, any further issue or redemption of units in the transferring AIF and the receiving AIF is prohibited.
(2) The prohibition referred to in paragraph 1 of this Article shall last until the day of implementation of the status change, including that day, but not longer than 15 days.
(3) The UAIFs managing the transferring AIF and the receiving AIF must, according to the state on the day of calculation of the exchange ratio and according to the methodology described in the draft merger, determine the exchange ratio according to which the exchange of units in the transferring AIF for units in the receiving AIF shall be carried out, with possible cash payments.
(4) The UAIFs managing the transferring AIF and the receiving AIF shall, on the day of implementation of the status change, carry out the entire transfer of assets and liabilities relating to each AIF participating in the merger procedure, as envisaged by the draft merger.
(5) The UAIFs managing the transferring AIF and the receiving AIF shall, on the day of implementation of the status change, exchange, for the unitholders in the transferring AIF, the units in the transferring AIF for units in the receiving AIF, in accordance with the exchange ratio referred to in paragraph 3 of this Article.
(6) The UAIFs managing the transferring AIF and the receiving AIF must not carry out the transfer of assets and liabilities and the exchange of units in accordance with the provisions of this Article if the auditor has not previously issued a positive opinion on the merger.
(7) As a consequence of the implementation of the merger, the investment restrictions on the assets of the receiving AIF prescribed by the Act, the secondary legislation adopted on the basis thereof and the rules of the receiving AIF may be exceeded in the first six months from the day of implementation of the status change.
(8) By way of exception, the deadline for aligning the assets of the receiving AIF in accordance with paragraph 7 of this Article for an AIF with a public offering that invests in real estate is three years from the day of implementation of the status change.
The UAIF managing the receiving AIF shall, on the next working day after the implementation of the status change, notify Hanfa and the depositary of the receiving AIF thereof.
(1) The UAIF managing a receiving AIF with a public offering shall, on the next working day after the implementation of the status change, publish on its website information on the implementation of the status change of the merger.
(2) The UCITS/AIF management company [UAIF] managing the acquiring AIF with a private offering is obliged, on the next working day after the implementation of the status change, to notify the investors thereof in electronic form or in printed form, if the investor has requested to receive information and/or documents in printed form, in accordance with Article 96 of the Act, and the notification may also be published on its website.
After the implementation of the exchange of units of the transferring AIF for units of the acquiring AIF, the completed merger cannot be declared null and void, nor is it possible to contest legal actions carried out for the purpose of implementing the merger.
All costs incurred due to the implementation of the merger shall be borne by the UAIFs managing the transferring AIF and the acquiring AIF.
(1) The UAIFs managing the transferring AIF and the acquiring AIF and the members of their management boards shall be liable for damage caused to unit holders of those AIFs due to the implementation of the merger, unless they prove that they acted with the diligence of a good expert in the merger procedure.
(2) The liability for damage of the UAIFs and members of their management boards, as well as the procedure for compensation of damage and limitation periods, shall be governed, mutatis mutandis, by the provisions of the act governing the establishment and operation of companies on the liability for damage of members of the bodies of the merged company.
(1) The provisions of this Ordinance governing the procedure for the merger of AIFs shall apply mutatis mutandis to the procedure for the merger of a transferring AIF into an acquiring AIF.
(2) As a consequence of carrying out the merger, the investment restrictions on the assets of the acquiring AIF prescribed by the Act, the implementing regulations adopted on the basis thereof and the rules of the acquiring AIF may be exceeded in the first 6 months from the day of implementation of the status change.
(3) By way of exception, the deadline for aligning the assets of the acquiring AIF in accordance with paragraph 1 of this Article for an AIF with a public offering that invests in real estate is three years from the day of implementation of the status change.
In the procedure for the establishment of the acquiring AIF, the provisions of Articles 209 to 213 of the Act shall apply.
(1) If, in a status change with an AIF of a Member State, an AIF from the Republic of Croatia acts as the acquiring AIF, the status change shall be carried out in accordance with the law of the Member State of the transferring AIF governing status changes of AIFs without legal personality.
(2) Notwithstanding the provision of paragraph 1 of this Article, the provisions of Article 4 of this Ordinance shall apply mutatis mutandis to the determination of the day of calculation of the exchange ratio and the day of implementation of the status change.
(1) Hanfa shall request from the supervisory authority of the transferring AIF from the Member State a copy of the complete information on the status change, on the basis of which it shall assess whether the information on the status change to be provided to unit holders in the acquiring AIF is sufficient and in accordance with the expected effects that the status change will have on the unit holders of the acquiring AIF.
(2) If Hanfa determines that the information on the status change to be provided to unit holders in the acquiring AIF is not sufficient and in accordance with the expected effects, it shall request from the UAIF managing the acquiring AIF that such information be amended or supplemented.
(1) If an AIF from the Republic of Croatia, in a status change with an AIF of a Member State, acts as the transferring AIF, the status change shall be carried out in accordance with the provisions of Article 6 to Article 19 of this Ordinance.
(2) In applying the said provisions, the acquiring AIF is the acquiring AIF from the Member State.
(3) The application for the issuance of consent and the annexes to that application must be in the Croatian language and the official language of the Member State of the competent authority of the AIF of the Member State, or in the language approved by that competent authority.
(4) Notwithstanding the provisions of paragraph 1 of this Article, the determination of the day of calculation of the exchange ratio and the day of implementation of the status change shall be governed, mutatis mutandis, by the regulations of the Member State of the acquiring AIF governing status changes of AIFs without legal personality.
If several transferring AIFs participate in a status change, the provisions of Article 20 to Article 22 of this Ordinance shall apply to each of them separately.
(1) In the case where an AIF without legal personality with a private offering becomes the same such AIF with a public offering, the notification referred to in Article 219, paragraph 2 of the Act shall be delivered to investors in written form (by post or courier delivery) or by electronic mail, and if prescribed by the rules of the AIF, it may also be made clearly visible by publication on the website of the UAIF or in some other manner prescribed by the rules of the AIF.
(2) The consent of investors referred to in Article 219, paragraph 1, point b) of the Act shall be delivered to the UAIF in written form or by electronic mail, unless otherwise prescribed by the rules of the AIF. Consent may also be given through an attorney-in-fact, with the attachment of a written power of attorney. Consent is valid for 3 months from the day of its issuance.
(3) In the case where an AIF without legal personality with a public offering becomes the same such AIF with a private offering, the notification referred to in Article 219, paragraph 4 of the Act shall be delivered to investors in written form (by post or courier delivery) or by electronic mail, and in addition the UAIF is obliged to make the notification in question clearly visible on its website.
(4) The consent of the investors referred to in Article 219, paragraph 3, point b) of the Act shall be submitted to the UAIF in writing or by electronic mail. Consent may also be given through an attorney-in-fact, with a written power of attorney attached. Consent shall be valid for 3 months from the day of its issuance.
(5) With each request for approval of a change of distinctiveness, the UAIF shall be obliged to submit the text of the notice referred to in Article 219, paragraph 2 and paragraph 4 of the Act and a statement signed by the management on validly collected consents of 3/4 of the investors.
(6) With the request for approval of a change of distinctiveness where an AIF without legal personality with a private offering becomes the same such AIF with a public offering, the UAIF shall be obliged to submit the corresponding documentation referred to in Article 164, paragraph 1, point 2 of the Act.
(1) In the case where an AIF without legal personality with a private offering becomes a UCITS fund, the notice referred to in Article 219, paragraph 8 of the Act shall be delivered to the investors in the manner prescribed by Article 24, paragraph 1 of this Ordinance.
(2) The consent of the investors referred to in Article 219, paragraph 6, point b) of the Act shall be submitted to the UAIF in writing or by electronic mail, unless otherwise prescribed by the rules of the AIF. Consent may also be given through an attorney-in-fact, with a written power of attorney attached. Consent shall be valid for 3 months from the day of its issuance.
(3) In the case where an AIF without legal personality with a public offering becomes a UCITS fund, the notice referred to in Article 219, paragraph 8 of the Act shall be delivered to the investors in the manner prescribed by Article 24, paragraph 3 of this Ordinance.
(4) The consent of the investors referred to in Article 219, paragraph 7, point b) of the Act shall be submitted to the UAIF in writing or by electronic mail. Consent may also be given through an attorney-in-fact, with a written power of attorney attached. Consent shall be valid for 3 months from the day of its issuance.
(5) With the request for approval of the transformation, the UAIF shall be obliged to submit:
the text of the notice referred to in Article 219, paragraph 8 of the Act
a statement on validly collected consents of 3/4 of the investors signed by the management of the UAIF
the corresponding documentation which, in accordance with Article 243, paragraphs 1 and 4 of the Act on Open-Ended Investment Funds with a Public Offering (»Narodne novine« 44/16, hereinafter: ZOIFJP), is submitted for the approval of the establishment and management of a UCITS fund, and
the corresponding documentation which, within the meaning of Article 28, paragraph 6 of the Act, that is, Article 23, paragraph 6 of the ZOIFJP, is submitted for the approval of the activity of managing UCITS funds (if the UAIF does not have that approval).
(1) The UAIF may submit to Hanfa the documentation prescribed by this Ordinance in the manner and in accordance with the Technical Instruction for the Use of the System for the Delivery of Data in Electronic Form of the Croatian Financial Services Supervisory Agency reports.hanfa.hr and the Instruction for Completing Web Forms for Management Companies.
(2) The UAIF shall be deemed to have submitted the documentation prescribed by this Ordinance at the moment when the documentation is recorded on the server for sending such documentation.
(1) This Ordinance shall enter into force on the eighth day from the day of its publication in »Narodne novine«.
(2) On the day this Ordinance enters into force, the Ordinance on Status Changes of Open-Ended Investment Funds (»Narodne novine« No. 105/13 and 41/17) shall cease to be valid.
This Ordinance shall enter into force on the eighth day from the day of its publication in »Narodne novine«.
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“On the day this Ordinance enters into force, the Ordinance on Status Changes of Open-Ended Investment Funds (»Narodne novine« No. 105/13 and 41/17) shall cease to be valid.”
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