Marketing of AIFs established in another European Union Member State within the territory of the Republic of Croatia

An EU AIFMs must familiarize themselves with instructions on the website of the competent authority of the AIFM Member State on the notification procedure for cross-border marketing activity in another Member State.

•           Notification and prior approval of marketing

An authorized EU AIFM can market units or shares of an EU AIF that it manages to professional investors in Croatia. The AIFM needs to submit a notification to the competent authorities of its home Member State in respect of each EU AIF that it intends to market in Croatia. The notification letter must include all documentation and information set out in Annex II of the Commission Implementing Regulation EU 2024/913.

The competent authority of the AIFM home Member State shall forward the notification letter with all relevant documentation and information, as well as a statement to the effect that the AIFM is authorized to manage AIFs whose units or shares AIFM intends to market to professional investors in Croatia to Hanfa, in accordance with the rules set out in Article 32 of the Directive 2011/61/EU.

AIFM may commence marketing of units or shares of EU AIFs that it manages to professional investors in Croatia as of the date when the competent authority of the AIFM home Member State informs AIFM that the notification letter and the documents referred to above have been forwarded to Hanfa. AIFM must notify Hanfa when it starts its marketing activity in the Republic of Croatia without delay.

An EU AIFM has to obtain prior authorization from Hanfa in order to be able to market units or shares of the AIFs it manages to retail investors in Croatia. There is no need for a prior authorization from Hanfa for EU AIFMs marketing AIFs they manage to professional investors in Croatia.

•           Notification and prior approval of marketing communications

Prior notification of marketing communications which AIFMs intend to use directly or indirectly in their dealings with investors to Hanfa is not required.

•           Marketing to retail or to professional investors

All types of AIFs can be marketed to professional investors in the Republic of Croatia. However, only certain types of AIFs can be market to retail investors in the Republic of Croatia and they are prescribed in Ordinance on Types of AIFs.

NOTE! An EU AIFMs must familiarize themselves with instructions on the website of the competent authority of the AIFM Member State on the notification procedure for cross-border marketing activity in another Member State.

Legal basis:

Act on Alternative Investment Funds (available in Croatian only)

Ordinance on Types of AIFs (available in Croatian only)

a) Prior authorization for marketing

An EU AIFM has to obtain prior authorization from Hanfa in order to be able to market units or shares of the AIFs it manages to retail investors in Croatia.

There is no need for a prior authorization from Hanfa for EU AIFMs marketing AIFs they manage to professional investors in Croatia.

b) Format and content of marketing material, including identification of the information and documents to be notified to the competent authority prior to beginning of marketing

An authorized EU AIFM can market units or shares of an EU AIF that it manages to professional investors in Croatia. The AIFM needs to submit a notification to the competent authorities of its home Member State in respect of each EU AIF that it intends to market in Croatia.

The notification letter must include all documentation and information set out in Annex II of the Commission Implementing Regulation EU 2024/913, namely:

a) a programme of operations identifying the AIFs the AIFM intends to market and information on where the AIFs are established;

b) the AIF rules or instruments of incorporation;

c) identification of the depositary of the AIF;

d) a description of, or any information on, the AIF available to investors;

e) information on where the master AIF is established if the AIF is a feeder AIF;

f) any additional information referred to in Article 23(1) for each AIF the AIFM intends to market;

g) information about arrangements made for the marketing of AIFs and, where relevant, information on the arrangements established to prevent units or shares of the AIF from being marketed to retail investors, including in the case where the AIFM relies on activities of independent entities to provide investment services in respect of the AIF.

The notification letter and all accompanying documents must be in English.

The competent authority of the AIFM home Member State shall forward the notification letter with all relevant documentation and information, as well as a statement to the effect that the AIFM is authorized to manage AIFs whose units or shares AIFM intends to market to professional investors in Croatia to Hanfa, in accordance with the rules set out in Article 32 of the Directive 2011/61/EU. 

AIFM may commence marketing of units or shares of EU AIFs that it manages to professional investors in Croatia as of the date when the competent authority of the AIFM home Member State informs AIFM that the notification letter and the documents referred to above have been forwarded to Hanfa. AIFM must notify Hanfa when it starts its marketing activity in the Republic of Croatia without delay.

c) Verification of marketing communications by the competent authority

Prior notification of marketing communications which AIFMs intend to use directly or indirectly in their dealings with investors to Hanfa is not required. Hanfa may assess the information provided in its ongoing supervision against the aforementioned requirements.

d) Marketing to retail investors or to professional investors

-        Marketing to professional investors

An EU AIFM intending to market units or shares of EU AIFs it manages to professional investors in Croatia shall ensure facilities for performing the following tasks:

1. making payments to unit-holders (share-holders) relating to the units or shares of the AIF

2. processing subscriptions, repurchase and redemption of orders

3. publishing documents and information regarding the AIF and providing investors in Croatia with relevant documents and information.

-        Marketing to retail investors

In order to be able to market units or shares of the AIFs it manages to retail investors in Croatia, an EU AIFM has to obtain prior authorization from Hanfa.

Hanfa shall, on a case-by case basis, determine whether an individual AIF may be considered a type of AIF whose units or shares, in accordance with the Ordinance on Types of AIFs, may be marketed to retail investors in the Republic of Croatia.

An EU AIFM intending to market units or shares of AIFs it manages to retail investors in Croatia shall ensure that facilities are available to perform the following tasks:

1.         process investor’s subscription, payment and redemption orders relating to the units or shares of the AIF;

2.         provide investors with information on how orders referred to above can be made and how repurchase and redemption proceeds are paid;

3.         facilitate the handling of information relating to the exercise of investor’s rights arising from their investment in the AIF;

4.         make the information and documents required pursuant to Articles 22 and 23 of Directive 2011/61/EU available to investors for the purposes of inspection and obtaining copies thereof;

5.         provide investors with information relevant to the tasks that the facilities perform in a durable medium as defined in point (m) of Article 2(1) of Directive 2009/65/EC.

The facilities to perform the above tasks, including electronically, must be provided in Croatian or English.

e) Reporting obligations in relation to marketing

An AIFM must notify Hanfa when it starts its marketing activity in the Republic of Croatia without delay.

An AIFM must notify Hanfa in the event of suspension of the repurchase or redemption of units or shares of AIF it manages without delay.

f) Passporting regime

As described under point a).

g) Distribution of funds established in a third country under the national private placement regime 

It is not allowed to distribute units or shares of AIFs established in a third country in Croatia under the national private placement regime, i.e. the Republic of Croatia did not implement Article 42 into national legislation.

h) Distribution of open-ended AIFs and of closed-ended AIFs

Distribution of units or shares in AIFs may, in addition to AIFM, be pursued by entities (investment firms, banks) authorized to perform the investment services of the reception and transmission of investors' orders for financial instruments and/or investment advice. An AIFM must notify Hanfa on any contractual arrangements concluded with the distributor.

i) De-notification of arrangements made for marketing

An EU AIFM may de-notify arrangements made for marketing in Croatia as regards units or shares of AIFs, in respect of which it has made a notification, where all the following conditions are fulfilled:

a) except in the case of closed-ended AIFs and funds regulated by Regulation (EU) 2015/760 of the European Parliament and of the Council, a blanket offer is made to repurchase or redeem, free of any charges or deductions, all such AIF units or shares held by investors in the Republic of Croatia, is publicly available for at least 30 working days, and is addressed, directly or through financial intermediaries, individually to all investors in the Republic of Croatia whose identity is known;

b) the intention to terminate arrangements made for marketing units or shares of some or all of its AIFs in the Republic of Croatia is made public by means of a publicly available medium, including by electronic means, which is customary for marketing AIFs and suitable for a typical AIF investor;

c) any contractual arrangements with financial intermediaries or delegates are modified or terminated with effect from the date of de-notification in order to prevent any new or further, direct or indirect, offering or placement of the units or shares identified in the notification.

As of the date of de-notification, an EU AIFM must cease any new or further, direct or indirect, offering or placement of the units or shares of AIFs it manages which were the subject of de-notification in Croatia.

An EU AIFM must provide investors in Croatia who remain invested in the AIF with the information required under Articles 22 and 23 of the Directive 2011/61/EU (AIF rules, its prospectus where appropriate, the AIF’s latest annual report, the latest net asset value of the AIF or the latest market price of the unit or share of the AIF in English).

j) Other rules governing the marketing of AIFs applicable within the jurisdiction of the competent authority [where applicable].

-          Marketing communication

All marketing communication addressed to investors in Croatia must be identifiable as such and all information included in marketing communications must be fair, clear and not misleading, in line with ESMA Guidelines on marketing communication. All marketing communication for the purposes of advertising AIFs that can be marketed to retail investors in the Republic of Croatia must be made in Croatian.

-          Other rules

An EU AIFM marketing units or shares of EU AIFs it manages to professional and/or retail investors in Croatia must apply relevant laws regarding consumer protection and the prevention of money laundering and terrorist financing that are in force in the Republic of Croatia.

Disclaimer: Hanfa has taken reasonable care to ensure that the information on the national provisions governing the marketing requirements for AIFs in Croatia included on this webpage is up-to-date and complete. Hanfa is not responsible for maintaining external websites and is not liable for any error or omission on any external website to which hyperlinks are provided on this webpage.

Other requirements*

In addition to the provisions referred to above, which are set out specifically for the marketing of AIFs, there may be other legal provisions that may apply when marketing AIFs in the Republic of Croatia, although they are not specifically designed for the marketing of AIFs, depending on the individual situation of those involved in the marketing of shares or units of AIFs. Marketing in the Republic of Croatia may trigger the application of other requirements, such as, but not limited to, requirement that apply on the basis of:

• Money Laundering and Terrorist Financing Prevention Act (available in Croatian only)
• Consumer Protection Act (available in Croatian only)
• Profit Tax Act.

• Model notification letter for the cross-border marketing of AIFs under Article 32(2) of Directive 2011/61/EU and Article 31 of Regulation (EU) No 1286/2014
• De-notification of intention to market AIFs
• Management of EU AIFs established in other Member States and provision of services in other Member States

The list of AIFs from another Member State marketing their units or shares in the Republic of Croatia can be found here.

Question 1.

We have an EU AIFM that is looking to market their AIF in the Republic of Croatia. Can you confirm that, other than what is required under the Article 32 notification procedure, there are no additional requirements or fees that need to be paid?

There is an annual supervisory fee that should be paid. At this moment, supervisory fee amounts to 1,850.00 EUR per AIF and should be paid on a monthly basis (the amount of the annual fee is divided by 12, it comes down to 154.17 EUR per month for each AIF).

In case of an umbrella fund, this fee increases by 390.00 EUR for the second and each subsequent sub-fund.

The amount should be paid as follows:

Account holder: Hrvatska agencija za nadzor financijskih usluga/Croatian Financial Services Supervisory Agency

Address of the account holder: Franje Račkog 6, 10000 Zagreb, Croatia

IBAN: HR9123900011100329373

SWIFT CODE/BIC: HPBZHR2X

Bank: Hrvatska poštanska banka/Croatian Postal Bank

Address of the Bank: Jurišićeva 4, 10000 Zagreb, Croatia

Model: 00

Reference number: 2019-31602

Payments should be made separately for each fund, and the name of the fund is to be noted in payment description. All bank transfer fees will be borne by the principal, without share option.

Payments should be made since the commencement of marketing of units or shares of registered funds in Croatia.

In case of non-payment, enforcement mechanisms will be applied.

Question 2.

An EU-AIFM with EU-AIFs would like to market shares of its AIF to non-professional or retail investors in the Republic of Croatia. Would that be possible? Also, could you provide me with an information about the costs Hanfa charges if an AIF registers under Art. 32 of AIFMD to sell its shares to professional investors in the Republic of Croatia (for the registration and periodical costs) and, if possible, the costs Hanfa charges if the AIF markets its shares to private investors?

EU AIFM wishing to market units of AIFs to retail investors in the Republic of Croatia needs to acquire prior authorisation from Hanfa.

Hanfa shall establish, on a case-by-case basis, whether the relevant AIF may be considered as the type of AIF which may be marketed to retail investors in the Republic of Croatia. Hanfa has issued an Ordinance on units of AIFs, which explains the conditions for granting the authorization. Fee that should be paid to Hanfa for this authorisation amount to 1,990.84 EUR.

Supervisory fees are same as when marketing to professional investors (as stated in the answer to the question No. 1).