INVESTMENT FUNDS AND MANAGEMENT COMPANIES …ni... · INVESTMENT FUNDS AND MANAGEMENT COMPANIES ACT ... 2. whose sole object is investment in securities or in other liquid financial

INVESTMENT FUNDS AND MANAGEMENT COMPANIES ACT (ZISDU-3)

1. GENERAL PROVISIONS

1.1. Content of the Act

Article 1

(Content of the Act)

This Act determines:

1. The conditions for establishing management companies;

2. the conditions and manner of providing the service of managing investment funds that raise capital from the public;

3. delegation of the service of managing investment funds that raise capital from the public to other persons;

4. the conditions for marketing in the Republic of Slovenia the units of investment funds that raise capital from the public, and the conditions for marketing the units of such investment funds established in the Republic of Slovenia in a Member State or a third country;

5. the types of investment funds that raise capital from the public, and the conditions for their establishment and the manner of their operation;

6. supervision of the management of investment funds that raise capital from the public, and supervision of their operations;

7. cooperation among the supervising authorities.

Article 2

(Transposition of the directives and implementation of the regulations of the European Union)

(1) By this Act the following EU directives shall be transposed into the legislation of the Republic of Slovenia:

1. Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (OJ L 302, 17.11.2009, p. 32, hereinafter: Directive 2009/65/EC);

2. Commission Directive 2010/44/EU of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards certain provisions concerning fund mergers, master-feeder structures and notification procedure (OJ L 176, 10.7.2010, p. 28, hereinafter: Directive 2010/44/EU);

3. Commission Directive 2010/43/EU of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards organisational requirements, conflicts of interest, conduct of business, risk management and content of the agreement between a depositary and a management company (OJ L 176, 10.7.2010, p. 42, hereinafter: Directive 2010/43/EU);

4. Directive 2010/78/EU of the European Parliament and of the Council of 24 November 2010, amending Directives 98/26/EC, 2002/87/EC, 2003/6/EC, 2003/41/EC, 2003/71/EC, 2004/39/EC, 2004/109/EC, 2005/60/EC, 2006/48/EC, 2006/49/EC and 2009/65/EC in respect of the powers of the European Supervisory Authority (European Banking Authority), the European Supervisory Authority (European Insurance and Occupational Pensions Authority) and the European Supervisory Authority (European Securities and Markets Authority) (OJ L 331, 15.12.2010, p. 120);

5. Directive 2013/14/EU of the European Parliament and of the Council of 21 May 2013 amending Directive 2003/41/EC on the activities and supervision of institutions for occupational retirement provision, Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) and Directive 2011/61/EU on Alternative Investment Funds Managers in respect of over-reliance on credit ratings (OJ L 145, 31.5.2013, p. 1, hereinafter: Directive 2013/14/EU) in the part referring to management companies;

6. Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No

1060/2009 and (EU) No 1095/2010 (OJ L 174, 1.7.2011, p. 1, hereinafter: Directive 2011/61/EU) in the part referring to managers of alternative investment funds that raise capital from the public.

(2) This Act shall regulate the implementation of the following EU regulations:

1. Commission Regulation (EU) No 583/2010 of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards key investor information and conditions to be met when providing key investor information or the prospectus in a durable medium other than paper or by means of a website (OJ L 176, 10.7.2010, p. 1, hereinafter: Regulation 583/2010/EU);

2. Commission Regulation (EU) No 584/2010 of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards the form and content of the standard notification letter and UCITS attestation, the use of electronic communication between competent authorities for the purpose of notification, and procedures for on-the-spot verifications and investigations and the exchange of information between competent authorities (OJ L 176, 10.7.2010, p. 16, hereinafter: Regulation 584/2010/EU);

3. Regulation (EU) No 345/2013 of the European Parliament and of the Council of 17 April 2013 on European venture capital funds (OJ L 115, 25.4.2013, p. 1, hereinafter: Regulation 345/2013/EU);

4. Regulation (EU) No 346/2013 of the European Parliament and of the Council of 17 April 2013 on European social entrepreneurship funds (OJ L 115, 25.4.2013, p. 18, hereinafter: Regulation 346/2013/EU).

1.2. Definition of terms and abbreviations

1.2.1. General terms and abbreviations

Article 3

(Definition of abbreviations and terms)

(1) For the purposes of this act, the following abbreviations shall have the following meaning:

1. ESMA shall mean the European Securities and Markets Authority established under Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ L 331,15.12.2010, p. 84; hereinafter: Regulation 1095/2010/EU);

2. EBA shall mean the European Banking Authority established under Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/78/EC (OJ L 331,15.12.2010, p. 12);

3. EIOPA shall mean the European Supervisory Authority - European Insurance and Occupational Pensions Authority established under Regulation (EU) No 1094/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Insurance and Occupational Pensions Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/79/EC (OJ L 331, 15.12.2010, p. 48);

4. ESBR shall mean the European Systemic Risk Board, established by Regulation (EU) No 1092/2010 of the European Parliament and the Council of 24 November 2010, on European Union macro-prudential oversight of the financial system and establishing a European Systemic Risk Board (OJ L 331, 15.12.2001, p. 1).

(2) Terms:

1. Bank, credit institution and immediate family member shall have the same meaning as the terms used in the law governing banking;

2. Directive 2004/39/ES, investment company, brokerage company, central securities depositary, operator of a regulated market, broker, and regulated market shall have the same meaning as in the Financial Instruments Market Act (Uradni list RS, No 108/10 – official consolidated text, 78/11, 55/12, 105/12 – ZBan-1J and63/13 – ZS-K; hereinafter: ZTFI);

3. Insurance company and reinsurance company shall have the same meaning as in the law governing financial conglomerates;

4. assets and liabilities shall have the same meaning as in the law governing financial operations, insolvency proceedings and compulsory dissolution, unless otherwise provided by this Act for individual cases.

(3) The Agency shall mean the Securities Market Agency in accordance with the ZTFI.

Article 4

(Member State and third country)

(1) Member State shall mean a Member State of the European Union or a signatory state to the European Economic Area Agreement (OJ L 1, 3 January 1994, p. 3).

(2) Third country shall mean a non-Member State.

(3) Person from a particular country shall mean a natural person residing in such country, and a legal person established in its territory.

1.2.2. (Investment funds)

Article 5

(Investment fund)

(1) An investment fund is a collective investment undertaking with the sole object of raising capital from investors and investing them, in compliance with an agreed investment policy, in different kinds of investments for the sole benefit of the unit-holders of such an investment fund.

(2) An investment fund shall raise capital either from the public or not from the public. An investment fund shall be deemed to not raise capital from the public when it raises capital exclusively in accordance with the conditions provided for by the law governing alternative investment fund managers. Any other form of raising capital shall be deemed raising capital from the public.

(3) An investment fund is an undertaking for collective investment in transferable securities (hereinafter: UCITS) or an alternative investment fund (hereinafter: AIF).

(4) Where an investment fund is managed on its own, the provisions of this Act referring to a management company shall apply directly to the investment fund.

(5) The Agency shall define the key elements to be satisfied by a collective investment undertaking referred to in paragraph (1) of this Article in order to be considered an investment fund.

(6) The provisions of this Act relating to investment funds shall apply to investments funds that raise capital from the public, unless otherwise provided for by this Act.

Article 6

(A UCITS and an alternative investment fund)

(1) A UCITS shall be an open-end investment fund raising capital from the public and:

1. whose units may be, at the request of holders thereof, realised or paid out of the assets of the undertaking or investment fund for which it is appropriately ensured in a different manner that the price of its units on the regulated market does not significantly vary from their net asset value;

2. whose sole object is investment in securities or in other liquid financial assets on the principle of risk-spreading, and

3. that was established in compliance with Chapters 4, 6, 7, 8, and 9 of this Act and the provisions of Member States adopted for the transposition of Directive 2009/65/EC.

(2) An AIF shall be any investment fund except a UCITS, regardless of the fact whether it raises capital from the public or not.

(3) A UCITS shall be forbidden to amend its management rules so as to become an alternative investment fund.

Article 7

(Open-end and closed-end investment fund)

(1) An open-end investment fund shall be a UCITS or an AIF the shares or units of which are, at the request of any of its unitholders, repurchased or redeemed prior to the commencement of its liquidation in accordance with the procedures and frequency set out in its rules or instruments of incorporation or prospectus, and/or an AIF meeting the criteria referred to in the second paragraph of Article 1 of the Commission Delegated Regulation (EU) No 694/2014 of 17 December 2013 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to regulatory technical standards determining types of alternative investment fund managers (OJ L 183, 24.6.2014, p. 18).

(2) A closed-end investment fund is an investment fund that does not fulfil the conditions referred to in the preceding paragraph.

Article 8

(Types of investment funds that raise capital from the public)

(1) In the Republic of Slovenia, the following types of UCITS may be established:

1. mutual funds, and

2. umbrella funds.

(2) In the Republic of Slovenia, only the following types of alternative investment funds that raise capital from the public (hereinafter: APIFs) may be established under this Act:

1. alternative mutual funds,

2. alternative umbrella funds, and

3. investment companies with variable capital (hereinafter: investment companies).

(3) All acts and documents of an investment company that are intended for third parties, particularly letters, invoices, advertisements and various communications and announcements, shall include the clearly marked corporate name of the investment company accompanied by the phrase "with variable capital".

(4) The Agency shall notify the European Commission and ESMA of the following:

1. APIFs that may be established in the Republic of Slovenia, and

2. the conditions provided for by this Act that must be fulfilled by APIFs and their managers.

Article 9

(Mutual funds and umbrella funds)

(1) A mutual fund is a UCITS that conducts business in compliance with Chapter 7 of this Act.

(2) An umbrella fund is a mutual fund composed of two or more sub-funds that conducts business in compliance with Chapter 8 of this Act.

Article 10

(Alternative mutual funds and alternative umbrella funds)

(1) An alternative mutual fund is an APIF that conducts business in compliance with Section 10.2 of this Act.

(2) An alternative umbrella fund is an APIF composed of two or more sub-funds that conducts business in compliance with Section 10.3 of this Act.

Article 11

(Investment companies)

An investment company is an APIF established in the Republic of Slovenia as a public limited company with its initial capital divided into freely transferable shares of the same class that conducts business in compliance with Section 10.4 of this Act.

Article 12

(Categorisation of UCITS and APIFs according to the characteristics of their investments and techniques of asset management)

(1) The Agency shall determine the specific types of UCITS and APIFs according to the general characteristics of their investments.

(2) The Agency shall determine the categorisation and designation of types of UCITS and APIF according to the specificities of the fund's investments, or according to the techniques of managing the assets the fund uses in order to efficiently manage its investments.

1.2.3. Management companies and depositaries

Article 13

(A management company, a management company’s home Member State and a management company’s host Member State)

(1) A management company shall be a legal person that has its registered office in the Republic of Slovenia that provides the service of managing a UCITS on the basis of the authorisation of the Agency in accordance with this Act.

(2) The home Member State of a management company shall be the Republic of Slovenia.

(3) The host Member State of a management company shall be a Member State other than the Republic of Slovenia in which the management company has a branch or directly provides the service of managing a UCITS.

Article 14

(An EU management company and the home Member State of an EU management company)

(1) An EU management company shall be a legal person that has its registered office in a Member State other than the Republic of Slovenia that provides the service of managing a UCITS on the basis of the authorisation of the competent supervisory authority of the Member State.

(2) The home Member State of an EU management company shall be the Member State in which that management company has its registered office.

Article 15

(A branch of an EU management company)

(1) A branch of an EU management company shall be a place of business of the management company that is separated from the registered office of the EU management company, has no legal personality and provides the services for which the EU management company has been authorised.

(2) If an EU management company simultaneously establishes several branches in the territory of the Republic of Slovenia, such branches shall be considered to be one branch, and it shall indicate in the application for registration which of the branches shall be the main branch in the Republic of Slovenia.

Article 16

(Depositaries)

(1) A depositary shall be the depositary of the assets of a UCITS that meets the conditions referred to in Sub-section 6.3.1. of this Act.

(2) The depositary of an APIF shall be the depositary of the assets of an APIF that meets the conditions referred to in the law governing alternative investment fund managers, and also additional conditions referred to in this Act.

1.2.4. Qualifying holding, control and linking relationships

Article 17

(Qualifying holding)

A qualifying holding shall be a direct or indirect holding of participating interests, shares, or other rights in the capital of a legal person by which the holder acquires:

1. either at least 10% of the voting rights or at least a 10% holding in the capital of such legal person, or

2. a share of the voting rights or holdings in the capital of this legal person which is less than 10% but still makes it possible for the holder to exercise a significant influence over the management of that legal person.

Article 18

(Close link)

A close link shall mean a situation in which two or more natural or legal persons are linked in any of the following ways:

1. participation as determined in point 1 of Article 20 of this Act;

2. control;

3. control exercised by the same third person.

Article 19

(Related parties)

(1) Related parties under this Act shall be independent legal persons that are connected in terms of business, capital or otherwise in order to create, due to these connections, a common business policy and act in concert with the aim of reaching common goals and in such a way that one person may exercise direction over the other or have a significant influence upon it when deciding on financing and conducting business, or in such a way that the business or the business results of one person may have a significant influence on the business results or conduct of the business of the other person.

(2) For the purposes of this Act, the following shall be considered related parties:

1. immediate family members,

2. a person or persons considered connected in terms of the preceding paragraph and other points of this paragraph that together, directly or indirectly, participate in another person;

3. a person or persons considered connected in terms of the preceding paragraph and other points of this paragraph that participate in the same two persons;

4. persons forming a group or an equality-based group under the Companies Act (Uradni list RS, Nos 65/09 – official consolidated text, 33/11, 91/11, 32/12, 57/12, 44/13 – Constitutional Court Decision, and 82/13, hereinafter: the ZGD-1);

5. members of the management or of the supervisory board, or members of the management board connected with a company in which they hold such function or are employed, and the immediate family members of such persons.

(3) Management companies shall prepare a list of natural and legal persons that are considered parties related to the management company, and shall supplement it upon any change.

(4) The Agency shall specify the content of the list of related parties referred to in the preceding paragraph.

Article 20

(Holding)

A holding shall mean a direct or indirect holding of participating interests, shares or other rights in the capital of a legal person by which the holder acquires:

1. either at least 20% of the voting rights or at least a 20% holding in the capital of such legal person, or

2. a share of the voting rights or in the capital of that legal person that is less than 20% but which, by creating a durable link with that legal person, is intended to enable the holder to exercise a significant influence over the management of that legal person.

Article 21

(Control)

Control shall mean a relationship between a parent undertaking and its branch or a similar relationship between another parent undertaking and its branch.

Article 22

(A parent undertaking and subsidiary)

(1) A parent undertaking shall mean an undertaking that, in relation to another undertaking (hereinafter: a branch), meets one of the following conditions:

1. it holds the majority of the voting rights in the branch;

2. it has the right to appoint and discharge the majority of the members of the management board or of the supervisory board or of other management or supervisory authorities of the branch undertaking and is, at the same time, a member or shareholder of that undertaking;

3. it has the right to exercise a dominant influence over the branch undertaking on the basis of an enterprise contract under corporations law or on other legal grounds;

4. it is a member or shareholder of the branch and has the majority of the branch's voting rights on the basis of a contract or other legal transaction entered into with other members or shareholders.

(2) In the application of this Act, the undertaking that directly controls another undertaking shall be considered an undertaking that controls all undertakings that are the branches of such other undertaking.

(3) In the application of points 1, 2 and 4 of paragraph (1) of this Article, the voting rights and the rights of appointment and discharge held by the parent undertaking shall be compounded by the voting rights and the rights of appointment and discharge held by another undertaking that is controlled by the parent undertaking, and the abovementioned rights held by persons acting for the account of the parent undertaking or other undertaking that is controlled by the parent undertaking.

(4) In the application of points 1, 2 and 4 of paragraph (1) of this Article, the voting rights or the rights to appoint or discharge which result from shares held by a parent undertaking or another undertaking controlled by such parent undertaking shall not include the above-mentioned rights resulting from shares that are lawfully held by such undertaking and that satisfy one of the following conditions:

1. the undertaking has acquired the shares and holds them for the account of another person that is neither a parent undertaking nor its branch, or

2. the undertaking has acquired shares:

- as collateral for its claim, and exercises its above-mentioned rights in accordance with instructions received from the entity that provided such shares as collateral for its liabilities to the undertaking, or

- in connection with approval of a loan in the performance of its usual activity and exercises its voting rights in the interests of the person that provided such shares as collateral for its liabilities to the undertaking.

(5) In the application of points 1 and 4 of paragraph (1) of this Article, for the purpose of calculating the majority of voting rights in a branch undertaking the total shares or voting rights in such undertaking shall not include the voting rights arising from shares held by:

1. the undertaking itself;

2. the branch of such undertaking, or

3. another person that holds such shares for the account of undertakings referred to in points 1 or 2 of this paragraph.

(6) Another parent entity shall mean any natural or legal person that is not a parent undertaking and that meets the conditions specified by the provisions referred to in the first through fifth paragraphs of this Article regarding voting rights or rights to appoint and discharge officers in the branch.

(7) The term parent entity shall be used to collectively denote the parent undertaking and other parent entity.

Article 23

(Undertakings connected by joint management)

Undertakings connected by joint management shall mean undertakings that are not closely linked but are connected in one of the following ways:

1. they are managed on a uniform basis pursuant to a concluded contract or articles of association, or

2. the majority of the members of their management or supervisory authorities are the same persons.

Article 24

(Indirect holding)

(1) An indirect holder of shares, holdings or other rights ensuring participation in management or capital shall be a person for whose account another person, as a direct holder, has acquired the said shares, holdings or other rights ensuring participation in the management or capital.

(2) Unless proven otherwise, a branch shall be deemed to have acquired shares, holdings or other rights ensuring participation in the management or capital for the account of its parent entity or other parent undertakings.

1.2.5 Other terms used in this Act

Article 25

(Assets under management)

(1) Assets under management shall be:

1. assets managed by a management company on behalf of and for the account of investment funds, and

2. assets of investment funds that the management company transferred for management to another manager under a delegation contract referred to in Article 125 of this Act.

(2) Assets managed do not include assets acquired by the management company from another assets manager or investment fund manager under a delegation contract.

Article 26

(Marketing of units of UCITSs and APIFs)

(1) The marketing of units of UCITSs and APIFs shall cover all services and transactions linked in any way to the distribution of units of UCITSs or APIFs from the management company to the investor. Marketing shall also cover the activities of advertising, providing information on and the selling of units of UCITSs or APIFs.

(2) Advertising UCITSs or APIFs shall mean all market communication addressed to investors and potential investors by means of paper or electronic media with the intent to attract new payments for units.

Article 27

(Permanent data carrier)

A permanent data carrier shall be any data carrier that enables its user to save data addressed personally to him so that such data may be accessed for use at a later date, provided this is necessary for their purpose and allows the unchanged reproduction of the stored data.

Article 28

(Unit of an investment fund)

A unit of an investment fund is a proportional share of:

1. the assets of the investment fund, when the investment fund is established as separate assets, or

2. the capital of the investment fund, represented by a share, when the investment fund is established as a public limited company.

Article 29

(The first and subsequent sale of securities and money market instruments)

The first and subsequent sale of securities and money market instruments shall mean their sale on the basis of the issuer offer at the moment of their issue. All other sales of financial instruments, including sales made by a broker who purchased them from the issuer at the moment of first issue, shall be subsequent sales.

2. MANAGEMENT COMPANIES

2.1. Provisions concerning status

2.1.1. Management companies' legal form

Article 30

(Legal form)

(1) Management companies may be organised as public limited companies, European companies or as public limited-liability companies.

(2) The acquisition of shares and holders of shares in a management company organised as a public limited-liability company shall be governed, mutatis mutandis, by the provisions of this Act on the acquisition and shareholders of a management company organised as a public limited company.

(3) A management company shall have a supervisory board.

Article 31

(Application of the provisions of the ZGD-1 to management companies)

(2) The provisions of the Companies Act (ZGD-1) that apply to public limited companies, European companies and public limited-liability companies shall apply to management companies, unless otherwise provided by this Act.

2.1.2 The activity of a management company

Article 32

(The activity of a management company)

(1) The activity of a management company shall be the management of investment funds carried out for UCITSs and APIFs.

(2) No company having the words "management company" or derivatives from these words in its name shall be registered in the register of companies unless such legal person satisfies the conditions for providing the service of managing investment funds.

(3) A management company may provide the services referred to in Chapter 5 of this Act in addition to managing investment funds.

4. A management company may, in addition to the services referred to in paragraphs (1) and (3) of this Article also manage alternative investment funds in accordance with the conditions provided for under the law governing alternative investment fund managers, and the funds referred to in Regulations 345/2013/EU and 346/2013/EU.

(5) A management company may not perform activities or provide services other than those referred to in paragraphs (1), (3) and (4) of this Article.

2.1.3. A management company's initial capital, additional capital and shares

Article 33

(A management company's initial capital)

(1) The minimum amount of initial capital of a management company that manages exclusively investment funds shall be EUR 125,000.

(2) Where the value of the assets of the investment funds managed by the management company exceeds EUR 250 million, the management company shall provide, in addition to the initial capital referred to in the preceding paragraph, an additional amount of capital, which shall be equal to 0.02% of the amount by which the value of the assets managed by the management company on behalf of investment funds exceeds EUR 250 million.

(3) Notwithstanding the preceding paragraph, the additional amount of capital provided by the management company shall be such that the sum of the initial capital referred to in paragraph (1) of this Article and the additional amount of capital referred to in the preceding paragraph shall not exceed EUR 10 million.

(4) If the management company also performs the services referred to in Article 150 of this Act, the amount of the initial capital of the management company referred to in paragraphs (1) to (3) of this Article shall increase by the amount provided for by the ZTFI for the initial capital of a brokerage company, depending on the type of services performed by the management company.

(5) In order to provide the necessary initial capital under this Article, the initial capital of the management company shall include the items referred to in points 1 to 3 of paragraph (1) of Article 82 of this Act.

(6) If the management company also performs the services referred to in paragraph (4) of Article 32 of this Act, the amount of the initial capital of the management company referred to in paragraphs (1) to (3) of this Article shall increase by the amount requested for the provision of the appropriate service by the law governing alternative investment fund managers.

Article 34

(A management company's shares)

(1) A management company's shares may only be registered shares.

(2) A management company's shares may only be paid for in cash.

(3) A management company's shares shall be fully paid for prior to recording the management company's establishment or an increase in its initial capital in the register of companies.

(4) A management company’s shares shall be issued as a book entry security, represented by an entry in a central register.

(5) Management companies may not, directly or indirectly, extend credits or issue guarantees for the acquisition of their own shares or the shares of companies in the capital of which they participate with a holding of 20% or more.

(6) The crediting activities referred to in the preceding paragraph shall also include other legal transactions whose economic purpose is equivalent to credit.

(7) The provisions of the fifth paragraph of this Article shall also apply to other financial instruments whose issuer is a management company or undertaking in which the management company holds a level of participation of at least 20%, and which, with regard to their nature, may be taken into account in calculating the management company's capital.

(8) The second paragraph of this Article shall not apply in the following cases:

1. where a management company is established or its initial capital is increased owing to a merger or a breakup;

2. upon an increase in the initial capital of the management company by a non-cash contribution whose subject is shares in another management company, if the management company has obtained authorisation from the Agency for such an increase.

(9) The provisions of this Act concerning the authorisation for a merger or division shall apply, mutatis mutandis, to the authorisation referred to in point 2 of the eighth paragraph of this Article.

2.1.4. Management companies’ shareholders

Article 35

(Authorisation to acquire a qualifying holding)

(1) Any person intending to acquire a management company's shares in order to achieve or exceed a qualifying holding (hereinafter: future qualifying holder) shall obtain authorisation from the Agency prior to achieving such holding.

(2) In the operative part of its decision on issuing authorisation to acquire a qualifying holding, the Agency shall determine the amount of participation in the voting rights or participation in the management company's capital for which the authorisation is issued as the ceiling for one of the following ranges:

1. participation in the management company's voting rights or in its capital that equals or is higher than the qualifying holding and lower than 20%;

2. participation in the management company's voting rights or in its capital that equals or is higher than 20% and lower than one third;

3. participation in the management company's voting rights or in its capital that equals or is higher than one third and lower than 50%;

4. participation in the management company's voting rights or in its capital that equals or is higher than 50%;

5. participation based on which a future qualifying holder becomes the management company’s parent entity.

(3) Prior to any subsequent acquisition of shares that might enable him to exceed the holding that is subject to the already issued authorisation to acquire a qualifying holding, the qualifying holder shall be required to obtain a new authorisation to acquire a qualifying holding.

(4) Persons who have agreed to act in coordination to acquire management company shares or execute management entitlements arising from these shares (hereinafter: joint qualifying holders) and intend to acquire a holding on the basis of which they would together achieve or exceed a qualifying holding, shall be required to obtain an authorisation to acquire a qualifying holding prior to achieving such holding.

(5) If not proven otherwise, it is considered that the following entities have agreed and act in coordination to acquire the management company shares or execute management entitlements arising from these shares:

1. members of the management or supervisory board with legal entities in which they perform this function;

2. persons who are linked as immediate family members;

3. management company and investment funds managed by this management company;

4. the following persons:

- persons who at the management company's general meeting proposed the adoption of a decision on the appointment or discharge of members of management or supervisory authorities or any other decision that pursuant to the ZGD-1 is adopted with a majority of at least three quarters of the represented initial capital, and

- persons who by exercising their voting rights, or in some other manner, have achieved the adoption of such a decision.

(6) Joint qualifying holders with a valid authorisation to acquire a qualifying holding shall be required to obtain a new authorisation to acquire a qualifying holding prior to any further acquisition of the management company shares based on which their joint holding shall exceed the range that is subject to the already issued authorisation to acquire a qualifying holding.

(7) The provisions of the first and second paragraphs of this Article, Articles 38 to 48, and Article 50 of this Act shall apply, mutatis mutandis, to joint qualifying holders. When the provisions referred to in the preceding paragraph are applied, mutatis mutandis, the term “joint qualifying holders” shall be used instead of the term “qualifying holder".

Article 36

(Determination of a qualifying holding)

(1) As the basis for determining a qualifying holding based on voting rights, all management company shares with a voting right shall be considered, including own shares and shares with limited exercise of voting rights, pursuant to the law or the management company’s instruments of incorporation in accordance with the law.

(2) In determining a qualifying holding of an individual person (hereinafter: potential qualifying holder) based on voting rights, the voting rights attached to the following shares shall be considered:

1. those whose holder is a potential qualifying holder for its own account;

2. those whose holder is a third party with which the potential qualifying holder concluded an agreement that binds the contracting parties to execute permanent common management company management policy with the coordinated exercise of their voting rights;

3. those whose holder is a third party with which a potential qualifying holder concluded an agreement, based on which it temporarily, in return for payment, transferred the exercise of voting rights to this person;

4. those which were temporarily transferred to a potential qualifying holder as collateral if it controls the voting rights attached to these shares, and expresses the intention to exercise such rights;

5. those with regard to which a potential qualifying holder has the right to usufruct;

6. those whose holder is a branch company of a potential qualifying holder, or based on which a branch company of a potential qualifying holder might exercise voting rights within the meaning referred to in points 2 to 5 of this paragraph;

7. those whose holder is a potential qualifying holder for the account of a third party, and based on which it may exercise voting rights at its discretion if it does not receive appropriate instructions from such third party;

8. those whose holder is a third party in its own name and for the account of a potential qualifying holder;

9. those based upon which a potential qualifying holder might exercise voting rights as an authorised representative and which it may exercise at its discretion if it does not receive appropriate instructions from their holder.

(3) The basis for determining a qualifying holding based on participation in the capital shall be all shares into which the management company’s initial capital was divided, including own shares.

(4) Points 1, 2, 3, 5, 6 and 8 of the second paragraph of this Article shall apply, mutatis mutandis, in determining a qualifying holding of a particular qualifying holder on the basis of participation in the capital.

Article 37

(Exceptions in the determination of a qualifying holding)

(1) In determining a qualifying holding, the following shares shall not be considered:

1. shares that a potential qualifying holder has acquired exclusively for settlement within an ordinarily short settlement period;

2. shares that a potential qualifying holder has acquired for a third party's account regarding the performance of depositary functions if it may exercise the voting rights arising from these shares based only on instructions provided by the person for whose account it holds them, in written or appropriate electronic form.

(2) In determining a qualifying holding of a company that is a parent company of the management company, the holdings from investments in the management company's shares of investment funds which in compliance with this Act and the provisions of Member States adopted for the transposition of Directive 2009/65/EC are managed by the management company shall not be considered if the management company exercises the voting rights arising from these shares independently of the parent company.

(3) The preceding paragraph shall not apply in the following cases:

1. the parent company or its branch company is a holder of the management company's shares with a voting right managed by another management company,

2. another management company may not exercise voting rights arising from these shares at its own discretion, but only according to the direct or indirect instructions of the parent company or its branch company.

(4) In determining a qualifying holding of a company that is a parent company of an investment undertaking which in accordance with the ZTFI or the provisions of Member States adopted for the transposition of Directive 2009/65/EC is authorised to perform investment services and operations, the holdings from investments in the shares of a management company managed by this investment undertaking when providing financial instruments

management services within the meaning defined by the ZTFI shall not be considered when the following conditions are met:

1. the investment undertaking has an appropriate authorisation from the competent supervisory authority to perform investment services regarding management of financial instruments as defined by the ZTFI;

2. the investment undertaking:

- may either exercise voting rights arising from investments in voting shares of the management company only on the basis of instructions provided by the client for whose account it manages them, in written or electronic form, or

- with the application of appropriate measures it has ensured conditions equivalent to those provided for in this Act or the provisions of Member States adopted for the transposition of Directive 2009/65/EC, to perform financial instruments management services independently from other services and operations performed by the investment undertaking, and

3. the investment undertaking exercises voting rights independently of the parent company.


1. the parent company or its branch company is a holder of the management company's voting shares managed by an investment undertaking, and

2. the investment undertaking may not exercise voting rights arising from these shares at its own discretion, but only according to the direct or indirect instructions of the parent company or its branch company.

(6) In determining a qualifying holding of a bank, Member State bank or investment undertaking, the shares that this bank, Member State bank or investment undertaking has acquired in performing services for the initial or subsequent underwriting of financial instruments on a firm commitment basis under the ZTFI shall not be considered when the following conditions are met:

1. the bank, Member State bank or investment undertaking, in accordance with the ZTFI or the provisions of Member States adopted for the transposition of Directive 2009/65/EC, is authorised to perform investment services for the initial or subsequent underwriting of financial instruments on a firm commitment basis under the ZTFI;

2. the bank, Member State bank or investment undertaking does not exercise the voting rights attached to the shares and does not exercise any other management entitlements arising from the shares in a manner that would affect the conduct of the business of the management company, and

3. the bank, Member State bank or investment undertaking disposes of such shares within one year of their acquisition.

Article 38

(An application for authorisation to acquire a qualifying holding)

(1) An application for authorisation to acquire a qualifying holding shall include the following:

1. the amount of participation in the voting rights or in the capital of the management company that the future qualifying holder intends to acquire;

2. the other information referred to in paragraph (1) of Article 543 of the ZTFI to be included in each application.

(2) An application for authorisation to acquire a qualifying holding shall be accompanied by the documentation and information proving that the future qualifying holder satisfies the criteria referred to in Article 40 of this Act to be specified by the Agency in compliance with point 1 of Article 51 of this Act.

Article 39

(Consulting the competent supervisory authorities)

(1) Prior to taking a decision to authorise the acquisition of a qualifying holding, the Agency shall consult the relevant competent authority of the Member State when the future qualifying holder is:

1. a management company of this Member State,

2. a credit institution, an insurance undertaking, a reinsurance undertaking, or an investment undertaking of this Member State, or

3. an entity that is the parent entity of the entities referred to in points 1 or 2 of this paragraph.

(2) Prior to taking a decision to authorise the acquisition of a qualifying holding, the Agency shall consult the competent supervisory authority of the Republic of Slovenia when the future qualifying holder is:

1. a credit institution, an insurance undertaking, or a reinsurance undertaking established in the Republic of Slovenia, or

2. an entity that is the parent entity of the entities referred to in the preceding point.

(3) The Agency shall consult and exchange information with the relevant competent authorities of Member States and the Republic of Slovenia regarding the suitability of the shareholders and the reputation and experience of the members of the companies' management boards within the same group, and other information required or significant for determining whether the future qualifying holder satisfies the criteria referred to in Article 40 of this Act.

(4) When in accordance with the first or second paragraph of this Article the Agency has to consult the relevant competent authority prior to making a decision regarding the issuing of authorisation to acquire a qualifying holding, the statement of the grounds of the decision granting or rejecting the issuing of authorisation to acquire a qualifying holding must also include the views of the Agency on the positions and concerns of other competent authorities, in addition to the information that every statement of grounds for a decision has to include.

(5) When the future qualifying holder is a supervised financial undertaking in a third country, the application for authorisation to acquire a qualifying holding shall also be accompanied by an approval or opinion of the competent supervisory authority, or a notification that no such approval or opinion is necessary in accordance with regulations applicable for the future qualifying holder in the country in which it has its registered office.

Article 40

(Assessment of the suitability of a future qualifying holder)

(1) To ensure the sound and prudent management of the management company in which a future qualifying holder intends to acquire a qualifying holding, the Agency, in deciding on the authorisation to acquire a qualifying holding, considering the influence that the future qualifying holder would probably have on the management company's management once the qualifying holding that is the subject of the application is acquired, shall assess the future qualifying holder's suitability on the basis of the following criteria:

1. the reputation of the future qualifying holder;

2. the reputation and experience of persons who shall have the opportunity to manage the management company or otherwise influence its operations once the qualifying holding which is the subject of the application is acquired by the future qualifying holder;

3. the financial soundness of the future qualifying holder, in particular regarding the types of operations carried out or planned by the management company;

4. the probable consequences once the qualifying holding that is the subject of the application is acquired by the future qualifying holder for the ability of the management company to act in accordance with prudential management rules and meet the requirements and restrictions specified in Section 2.2 of this Act.

(2) In assessing the suitability of a future qualifying holder based on the criterion referred to in point 4 of the preceding paragraph, the Agency shall also assess the organisational structure, processes and systems within the group of which the management company shall become a part once the qualifying holding which is the subject of the application is acquired by the future qualifying holder, and the probable consequences for the possibility of performing effective supervision, the efficient exchange of information between relevant competent authorities, and the division of powers and responsibilities for supervision between the relevant competent authorities.

(3) In assessing the suitability of the future qualifying holder, the Agency shall also assess whether there are any reasons for suspicion that:

1. in relation to acquiring the qualifying holding which is the subject of the application, an act of money laundering or terrorism financing as defined in the law governing the prevention of money laundering and terrorism financing has been or will be committed, or an attempt to commit such acts has been carried out, or

2. such acquisition will increase the risk of money laundering and terrorism financing as defined in the law governing the prevention of money laundering and terrorism financing.

(4) The Agency shall not assess the suitability of the future qualifying holder in terms of the economic needs of the market.

(5) When the Agency deals with two or more applications to acquire a qualifying holding in the same management company at the same time, it shall treat all future qualifying holders in a non-discriminatory manner.

Article 41

(Refusal of an application for authorisation to acquire a qualifying holding)

(1) The Agency shall refuse an application to issue an authorisation to acquire a qualifying holding only in the following cases:

1. when the future qualifying holder does not satisfy the criteria referred to in points 1 to 3 of paragraph (1) of the preceding Article hereof;

2. when based on the criteria referred to in the preceding Article hereof it assesses that if the qualifying holding that is the subject of the application is acquired by the future qualifying holder it is likely that:

- the capacity of the management company to act in accordance with prudential management rules and meet the requirements and restrictions specified in Section 2.2 of this Act will be compromised, or

- the effective supervision, efficient exchange of information between relevant competent authorities, or division of powers and responsibilities for supervision between the relevant competent authorities will be impeded or made substantially more difficult;

when there are grounds for suspicion that:

- in relation to acquiring the qualifying holding that is the subject of the application, an act of money laundering or terrorism financing as defined in the law governing the prevention of money laundering and terrorism financing has been or will be committed, or an attempt to commit such acts has been carried out, or

- such acquisition will increase the risk of money laundering and terrorism financing as defined in the law governing the prevention of money laundering and terrorism financing;

4. when the future qualified holder, within the time limit determined by the request referred to in paragraphs (6) and (7) of Article 547.a of the ZTFI does not submit all documents and information required to assess its suitability according to the criteria referred to in the preceding Article.

(2) The Agency shall also refuse an application to acquire a qualifying holding by a future qualifying holder from a third country when, subject to the regulations or practice of this entity’s country in the application and execution of these regulations, it is likely that effective supervision, efficient exchange of information between the relevant competent authorities, or the division of powers and responsibilities for supervision between the relevant competent authorities will be impeded or made substantially more difficult.

Article 42

(Time limit for the acquisition of a holding to which an authorisation relates)

(1) The Agency may require, with the decision on the authorisation to acquire a qualifying holding or later, the future qualifying holder to acquire the management company's shares within a specified time limit, based on which it shall achieve the range for which the authorisation to acquire a qualifying holding was issued. Such time limit shall not be shorter than six months from the service of the decision by which this time limit is specified by the Agency.

(2) Upon the request of the future qualifying holder, the Agency may extend the time limit referred to in the preceding paragraph.

(3) A future qualifying holder shall file a request to extend the time limit for the acquisition of a qualifying holding prior to the expiry of the time limit referred to in paragraph (1) of this Article.

Article 43

(Cessation of the validity of the authorisation to acquire a qualifying holding)

(1) When the Agency has specified the time limit for the acquisition of the management company's shares pursuant to paragraph (1) of the preceding Article, and the future qualifying holder fails to acquire the management company's shares within this time limit, based on which a qualifying holding would be achieved by the future qualifying holder, the authorisation shall cease to be valid in its entirety.

(2) When the Agency has specified the time limit for the acquisition of the management company's shares pursuant to paragraph (1) of the preceding Article, and the future qualifying holder acquires the qualifying holding within this time period but fails to achieve the range for which the authorisation has been issued, the authorisation shall cease to be valid in the part that exceeds the range achieved by the holder.

(3) When the qualifying holder, after having acquired the holding in the range for which the authorisation has been issued, disposes of the management company's shares so that its participation in the voting rights or in the management company's capital no longer achieves the range for which the authorisation has been issued, the authorisation shall cease to be valid in the part that exceeds the range that is achieved by the holder after such disposal of shares.

(4) The provisions of the preceding paragraph shall also apply mutatis mutandis when the holding of the qualifying holder is reduced due to an increase in the initial capital or other corporate actions of the management company.

(5) The Agency shall issue a declaratory decision on the total or partial cessation of validity of the authorisation to acquire a qualifying holding.

Article 44

(Voting rights attached to management company shares acquired in violation of the law)

(1) A holder of management company shares that have been acquired or are held contrary to this Act (hereinafter: ineligible holder) shall have no voting rights.

(2) The number of shares for which an ineligible holder may exercise its voting rights shall be calculated in the following manner:

1. when shares held by the holder represent 10% or more of the management company's voting rights or capital but such holder is not authorised to acquire a qualifying holding, or when the holder's authorisation to acquire a qualifying holding has been withdrawn, by subtracting one share from the number of shares representing a 10% share of the voting rights or capital;

2. when the holder exceeds the range for which the authorisation to acquire a qualifying holding is valid so that the number equals the number of shares that represent the upper limit of the range for which the holder holds a valid authorisation.

(3) Voting rights that an ineligible holder is not entitled to exercise shall be added to the voting rights of other shareholders in proportion to their participation in all of the management company's voting shares.

(4) When an ineligible holder files an application for authorisation to acquire a qualifying holding within one month from the acquisition thereof, and when such authorisation is granted by the Agency, as of the date of finality of the decision to authorise the acquisition of a qualifying holding the holder shall acquire voting rights attached to the number of shares that represent the upper limit of the range for which this authorisation is granted.

(5) The management company shall prevent an ineligible holder from exercising its voting rights referred to in paragraph (1) of this Article.

(6) The provisions of the first to fifth paragraphs of this Article and of Articles 45 and 46 of this Act shall also apply mutatis mutandis when the share of the qualifying holder increases due to a decrease in the initial capital or other corporate actions of the management company. In the application of the provisions of the preceding paragraph, mutatis mutandis, the one-month time limit to file an application for authorisation to acquire a qualifying holding shall begin on the day when the qualifying holder is informed or could be informed that its holding has increased due to a corporate action of the management company.

Article 45

(An order to dispose of shares)

(1) When an ineligible holder fails to file an application for authorisation to acquire a qualifying holding within one month of the acquisition of the management company shares, the Agency shall issue an order requiring such ineligible holder to dispose of the shares held in violation of this Act. In its order to dispose of the shares the Agency shall determine the time limit for the disposal of the shares that is not less than three and not more than six months.

(2) Before the expiration of the time limit determined by the order to dispose of the shares, the ineligible holder must submit to the Agency the following:

1. a report on the disposal of the shares, which shall include information about the acquirer(s) of shares, and

2. proof of disposal.

(3) The Agency may require that the acquirer of the shares referred to in the preceding paragraph declare whether the shares have been acquired on its own behalf and for its own account. In assessing whether the holder has acted in accordance with the order to dispose of the shares, the Agency may examine evidence regarding for whose account the shares have been acquired by the acquirer. In the procedure referred to in the preceding paragraph, the provisions of the ZTFI on presenting evidence shall apply, mutatis mutandis.

(4) paragraphs (1) to (3) of this Article shall also apply mutatis mutandis in the following cases:

1. when an ineligible holder files an application for authorisation to acquire a qualifying holding within one month of the acquisition of the shares, and such application is rejected, dismissed or withdrawn;

2. when the holder's authorisation to acquire a qualifying holding is withdrawn.

(5) The order to dispose of the shares shall be subject to the provisions of this Act, mutatis mutandis, concerning an order to remedy a violation.

Article 46

(A decision prohibiting the exercise of rights attached to shares)

(1) When an ineligible holder fails to dispose of the shares within the time limit determined by the order to dispose of shares, or when, in the procedure according to the third paragraph of the preceding Article, the Agency establishes that the acquirer holds shares that have been the subject of an order to dispose of shares for its own account or for the account of an ineligible holder (hereinafter: ineligible acquirer), the Agency shall issue a decision prohibiting the ineligible holder and eventual ineligible holders from exercising any rights attached to the management company's shares held in violation of this Act, and prohibiting the management company from enabling such persons from exercising their rights attached to such shares in any manner (hereinafter: a decision prohibiting the exercise of rights attached to shares).

(2) Following the decision prohibiting the exercise of rights attached to shares, the ineligible holder and potential ineligible acquirers may only exercise the rights attached to the number of shares calculated by applying, mutatis mutandis, the provision of the second paragraph of Article 44 of this Act.

(3) The operative part of the decision prohibiting the exercise of rights attached to shares shall include the following:

1. information about the ineligible holder and, in the event a holder disposes of its shares to an ineligible acquirer, also information about the ineligible acquirer or acquirers;

2. the number of shares with regard to which the ineligible holder and potential ineligible acquirers are able to jointly exercise their rights attached to shares.

(4) A decision prohibiting the exercise of rights attached to management company shares shall also be served on the management company. Following the service of such decision, the management company shall not allow the ineligible holder or ineligible acquirers to exercise any rights attached to such shares.

(5) If the management company pays a dividend in the period from the service of the decision prohibiting the exercise of rights attached to shares to the date on which the relevant shares are acquired by a new holder in accordance with this Act, the management company shall pay the dividend pertaining to such shares to the new holder within eight days after being informed of the acquisition of the shares by the new holder.

Article 47

(Withdrawal of authorisation to acquire a qualifying holding)

(1) The Agency shall withdraw the authorisation to acquire a qualifying holding if the circumstances referred to in Article 41 of this Act arise.

(2) The finality of the decision to withdraw the authorisation to acquire a qualifying holding shall have the legal consequences referred to in Article 44 of this Act.

Article 48

(Notification of the qualifying holder to the Agency)

(1) When a qualifying holder authorised to acquire a qualifying holding intends to dispose of its shares so that its holding would be reduced below the lower limit of the range for which the authorisation is granted, it shall notify the Agency of its intention in advance.

(2) The qualifying holder shall notify the Agency forthwith of any merger or break up to which it is a party as well as of any other changes in its legal organisational form.

(3) A parent financial holding company and a mixed-activity holding company representing a parent undertaking of which the management company is a branch undertaking according to the authorisation to acquire a qualifying holding must also notify the Agency of each change in their management.

Article 49

(Shareholders' agreement)

(1) Management company shareholders who jointly own shares based on which they fall short of a qualifying holding in the management company and who enter into an agreement on the coordinated exercise of management entitlements attached to such shares (hereinafter: a shareholders' agreement) shall notify the Agency within eight days upon entering into such agreement.

(2) Management company shareholders who jointly own shares based on which they achieve or exceed a qualifying holding in the management company and who intend to enter into a shareholders' agreement (hereinafter: a qualifying shareholders' agreement) shall obtain the Agency's authorisation to acquire a qualifying holding prior to entering into a shareholders' agreement.

(3) Parties to a qualifying shareholders' agreement that hold a valid authorisation to acquire a qualifying holding shall be required to obtain a new authorisation to acquire a qualifying holding prior to each subsequent acquisition of the management company's shares, by which the total holding of the parties to the qualifying shareholder's agreement exceeds the range that is the subject of the already granted authorisation to acquire a qualifying holding.

(4) The provisions of the preceding paragraph shall apply mutatis mutandis also in the following cases:

1. when a new party intends to join the qualifying shareholders' agreement, or

2. when upon entering into the shareholders' agreement for the purpose of acquiring additional shares or due to the accession of a new party the total holding of the parties to the agreement would achieve or exceed a qualifying holding in the management company.

(5) The provisions of Articles 35 to 48 of this Act regarding the authorisation to acquire a qualifying holding and the rights and obligations of an individual qualifying holder shall apply, mutatis mutandis, also to the parties to a qualifying shareholders’ agreement. When the provisions of the preceding paragraph are applied, mutatis mutandis, the term “parties to a qualifying shareholders' agreement" shall be used instead of the term “qualifying holder".

Article 50

(Other cases of acquiring the status of parent entity of a management company)

(1) An entity intending to enter into a business agreement under corporations law or other legal transaction as a basis for acquiring the status of a parent entity of a management company shall obtain the authorisation to acquire a qualifying holding referred to in point 5 of the second paragraph of Article 35 of this Act prior to entering into such a legal transaction, notwithstanding whether it is, at the same time, a shareholder in the management company, or notwithstanding its shareholding in the management company.

(2) The provisions of Articles 35 through 48 of this Act shall apply, mutatis mutandis, to authorisation for the acquisition of a qualifying holding and to the rights and duties of the qualifying holder referred to in the preceding

paragraph, and the words "rights referred to in paragraph (1) of Article 22 of this Act" shall be used instead of the words "rights attached to management company shares", and the term "disposal or waiver of rights referred to in paragraph (1) of Article 22 of this Act" shall be used instead of the term "disposal of the shares".

Article 51

(Regulation concerning qualifying holders)

The Agency shall prescribe:

1. detailed criteria for the assessment of the suitability of a future qualifying holder as referred to in Article 40 of this Act;

2. the detailed content of the documentation and information to be included with the application for authorisation to acquire a qualifying holding;

3. the detailed content and method of sending the notifications referred to in Article 48 of this Act.

2.1.5. Management and supervisory authorities of a management company

2.1.5.1 COMMON PROVISIONS

Article 52

(The system of management of a management company)

(1) A management company may opt for a dual board or a unitary board management system.

(2) The provisions of Articles 53 to 61 and 66 and 67 and other provisions of this Act concerning a management company's management board shall apply, mutatis mutandis, to the executive directors of a management company with a unitary management system, and the provisions of Articles 62 to 67 and other provisions of this Act concerning a management company's supervisory board shall apply to its supervisory board.

(3) The executive directors and other members of the management board of a management company with a unitary management system shall be subject to the following special rules:

1. the management company's management board shall appoint at least two executive directors;

2. not more than one half of the members of the management company's management board may be appointed executive directors;

3. the members of the management board who are not executive directors shall not manage the management company's affairs.

2.1.5.2. A management company’s management board

Article 53

(A management company’s management board)

(1) A management company's management board shall comprise at least two members, who shall jointly act on behalf of and represent the management company in legal transactions. None of the members of the management company's management board or the procurator may be authorised to act independently on behalf of the management company with respect to the entire extent of the management company's activities.

(2) Members of the management company's management board who exercise their tasks on the basis of an employment contract shall exercise their managerial tasks on a full time basis.

(3) At least one member of the management board shall have a working knowledge of the Slovenian language adequate to properly perform the duties of a management board member.

(4) The management company shall conduct its business in the Republic of Slovenia.

(5) The conduct of the business of a management company organised as a public limited-liability company shall be governed, mutatis mutandis, by the provisions of this Act on the management board of a management company organised as a public limited company.

(6) When a management board member ceases to hold office or for other reasons does not carry out his function of a member of the management board for more than three months and, as a result, the management company's management board functions with only one member, the supervisory board shall appoint forthwith a new management board member or a person substituting for the missing management board member in the management and representation of the company (hereinafter: an alternate member of the management company management board). The supervisory board shall comply with the conditions referred to in Article 54 of this Act when appointing an alternate member of the management company management board. An alternate member of the management company management board may perform the function of a member of the management company's management board without the Agency's authorisation for a maximum of six months from the date of appointment.

Article 54

(Conditions for membership in a management company's management board)

(1) A member of a management company's management board must be a person

1. with appropriate professional qualifications and possessing the characteristics and experience necessary to manage the management company's operations, and

2. who has not been convicted res judicata of an intentionally committed criminal offence prosecuted ex officio, or of any of the following criminal offences committed by negligence: negligent homicide, serious bodily injury, aggravated bodily injury, threatening safety at work, concealing, disclosing, or unauthorised access to professional secrets, money laundering, disclosure of an official secret, causing general danger or the disclosure of a state secret, and the conviction has not yet been expunged from the criminal record.

(2) Unless proved otherwise, the condition referred to in the first point of the preceding paragraph shall be deemed to have been fulfilled when a person has at least five years' experience in managing the operations of a company of a size and activity comparable to that of the management company or any other similar operation.

(3) The Agency shall obtain ex officio the information referred to in the second point of paragraph (1) of this Article.

Article 55

(Decision by a supervisory board on the appointment of a member of a management company's management board)

(1) A supervisory board shall decide on the appointment of a person as member of the management company's management board before such person files an application for authorisation to perform this function.

(2) The decision of the supervisory board to appoint a certain person as a member of the management board shall have effect:

1. under the suspensive condition that arises when such person is granted authorisation to perform this function, and

2. under the resolutory condition that occurs in the following cases:

- when such person does not file an application for authorisation to perform this function within 15 days from the receipt of the decision on being appointed a management board member or if the person withdraws such application, or

- when the Agency dismisses or rejects this person's application for authorisation to perform this function.

Article 56

(Withdrawal of authorisation to perform the function of a member of a management company's management board)

(1) Only a person authorised by the Agency to perform the function of a member of a management company's management board may be appointed a member of the management company's management board.

(2) A candidate for membership in a management company's management board shall include with his application for authorisation to perform the function of a member of the management company's management board the following:

1. evidence of fulfilling the conditions referred to in Article 54 of this Act, and

2. a decision of the management company's supervisory board on his appointment as a member of the management company's management board.

(3) The Agency may decide that candidates for membership in a management board shall make a presentation of the management of the management company's operations within the procedure regarding the decision-making on the authorisation.

(4) The Agency shall grant an authorisation to perform the function of a member of the management company's management board provided that the candidate satisfies the conditions for membership in the management company's management board.

(5)The Agency may reject an application for authorisation to perform the function of a member of the management company's management board in the following cases:

1. when the candidate does not satisfy the conditions referred to in Article 54 of this Act, or

2. when the data available show that the activities and transactions performed by the candidate for membership in the management board or the past acts of such candidate might jeopardise the management company's operations in accordance with prudential rules.

(6) The authorisation to perform the function of a member of the management company's management board shall cease to be valid in the event of the termination of the management board member's term of office that is the subject of the authorisation.

(7) The management company's supervisory board shall notify the Agency of the termination of a person's term of office as a member of the management company's management board within five business days upon the termination of such person's term of office.

(8) If the authorisation to perform the function of a member of the management company's management board ceases to be valid, the Agency shall issue a decision establishing that the authorisation has ceased to be valid.

Article 57

(Duties and responsibilities of management board members)

(1) Members of a management company's management board shall ensure that the management company operates in compliance with:

1. this Act and regulations issued on its basis;

2. acts governing the performance of services provided by the management company, and regulations issued on their basis;

3. other relevant professional rules.

(2) Members of a management company's management board shall be jointly and severally liable for the damage incurred as a result of a violation of their duties referred to in the preceding paragraph, unless they can prove that they acted with due diligence in the exercise of their managerial duties.

Article 58

(Notification of the supervisory board)

(1) The management company's management shall forthwith notify the supervisory board in writing:

1. of any threats to the management company's liquidity or capital adequacy;

2. if there are grounds for termination or withdrawal of the authorisation to manage investment funds, authorisation to perform financial instruments management services or authorisation to perform non-core services;

3. of any circumstances involving a large exposure, and

4. the findings of the Agency, tax inspectorate and other competent authorities in their supervision procedures concerning the management company.

(2) A member of the management company's management board shall notify the supervisory board forthwith in writing of the following:

1. his appointment or the termination of his term of office as a member of the management or supervisory authorities of other legal persons, and

2. legal transactions through which he or his immediate family have directly or indirectly acquired shares or holdings in a legal person on the basis of which in such legal person he, together with his immediate family, has achieved or exceeded a qualifying holding or that his holding has decreased such that it is below the qualifying holding threshold.

Article 59

(Withdrawal of authorisation to perform the function of a member of a management company's management board)

(1) The Agency shall withdraw authorisation to perform the function of a member of a management company's management board in the following cases:

1. if the authorisation is obtained by the provision of false data;

2. if the management board of which the person is a member violates its obligations referred to in Article 187 of this Act;

3. if the management board member seriously violates other duties pertaining to his office, as determined by the regulations or rules referred to in paragraph (1) of Article 57 of this Act;

4. if the management board member is convicted by a final judgment of a criminal offence referred to in the second point of paragraph (1) of Article 54 of this Act;

5. if the circumstances referred to in the fifth paragraph of Article 56 of this Act emerge;

6. if he violates the prohibition on insider trading or the prohibition on market manipulation in compliance with the provisions of the ZTFI.

(2) The violation of obligations referred to in the third point of the preceding paragraph shall be defined as a serious violation when:

1. such a violation poses a threat to the management company's liquidity or capital adequacy, or

2. a management board member commits a violation of the same nature for the second time in a period of three years.

Article 60

(Conditional withdrawal of authorisation to perform the function of a member of a management company's management board)

(1) Simultaneously with the decision to withdraw authorisation to perform the function of a member of a management company's management board, the Agency may decide not to withdraw authorisation when the management board member does not commit another violation on the grounds of which it might be possible to withdraw authorisation, or issue a warning, within a trial period to be determined by the Agency and lasting not less than six months and not more than two years from the day the decision is adopted.

(2) The Agency shall repeal the conditional withdrawal of authorisation and withdraw the authorisation if the management board member commits a new violation during the trial period that might be a reason for the withdrawal of authorisation or the issuance of a warning.

Article 61

(Warnings)

The Agency shall issue a warning to a member of a management company's management board when the member of the management company's management board violates his duties determined by the regulations or rules referred to in paragraph (1) of Article 57 of this Act and when there are no grounds for the withdrawal of the authorisation to perform the function of a member of the management board.

2.1.5.3 A management company's supervisory board

Article 62

(Members of a management company's supervisory board)

(1) The function of a member of a management company's supervisory board shall not be performed by persons with close links to a legal person in which the management company has more than 5% of the voting rights or in the capital and that are not branch undertakings within a group in the meaning as determined by the law governing financial conglomerates.

(2) Notwithstanding the fourth indent of paragraph (1) of Article 273 of the ZGD-1, persons who perform the function of a member of a supervisory board or of any other supervisory authority only in management companies and other undertakings within a group in the meaning determined by the law governing financial conglomerates may perform this function:

1. in an unlimited number of supervisory boards of management companies and other companies within this group, provided that they perform such within their regular employment with a member of such group and provided that, in addition to their regular employment-related earnings, they receive no specific remuneration;

2. otherwise in a maximum of seven supervisory boards of management companies and other companies participating in this group.

Article 63

(Conditions for performing the function of a member of a management company's supervisory board)

(1) A member of a management company's supervisory board must be a person

1. who has appropriate professional qualifications and possesses the characteristics and experience necessary to supervise the management company's operations;

2. who has not been convicted by a final judgment of a criminal offence referred to in the second point of paragraph (1) of Article 54 of this Act and the conviction has not yet been expunged from the criminal record.

(2) Unless proved otherwise, the condition referred to in the first point of the preceding paragraph shall be deemed to have been fulfilled when a person has at least five years' experience in managing the operations of a company of a size and activity comparable to that of the management company or of any other similar business.

(3) The Agency may request that a management company's management board convene a general meeting of the management company and propose the dismissal of a member of the supervisory board:

1. if the member of the supervisory board violates his duties as a member of the supervisory board;

2. if there exists or arises an impediment to the appointment of a member of the supervisory board referred to in the preceding Article, or

3. the member of the supervisory board fails to meet the conditions referred to in paragraph (1) of this Article.

Article 64

(The powers of a management company's supervisory board)

In addition to the powers held by the supervisory board under the provisions of the ZGD-1, the management company's supervisory board:

1. grants approval to the management board with regard to the determination of the management company's business policy;

2. grants approval to the management board with regard to the determination of the management company's financial plan;

3. grants approval to the management board’s decisions with regard to the organisation of the internal control system;

4. grants approval to the management board with regard to the determination of the framework annual plan of activities of the internal audit service;

5. decides on other matters determined by this Act.

Article 65

(The duties of members of the management company's supervisory board)

(1) Members of the management company's supervisory board shall:

1. examine the adequacy of the procedures and efficiency of the operation of the internal audit department;

2. examine the findings of the Agency, tax inspectorate and other supervisory authorities in their supervision procedures concerning the management company;

3. verify annual reports and other financial reports and formulate a written report thereon for the management company's general meeting of shareholders;

4. explain to the general meeting of shareholders their opinion regarding the annual report of the internal audit and regarding the annual report of the management board.

(2) Members of the management company's supervisory board shall be jointly and severally liable to the management company for the damage incurred as a result of a violation of their duties unless they can prove that they acted with due diligence in the exercise of their managerial duties.

(3) A member of the management company's supervisory board shall inform the Agency and the management company's general meeting forthwith of the following:

1. his appointment or termination of his term of office as a member of the management or supervisory authorities of other legal persons, and

2. legal transactions through which he or his immediate family have directly or indirectly acquired shares or holdings in a legal person on the basis of which in such legal person he, together with his immediate family, has achieved or exceeded a qualifying holding or that his holding has decreased such that it is below the qualifying holding threshold.

2.1.6. Prohibited transactions of persons linked to a management company

Article 66

(Prohibited transactions of persons linked to a management company)

(1) Persons linked to a management company in a manner referred to in Article 19 of this Act shall be prohibited from concluding sales, purchases or any other transactions whose object is the investment of investment funds managed by the management company.

(2) The prohibition referred to in the preceding paragraph does not apply to transactions whose object is the investment of investment funds concluded in the organised securities market, on condition that the parties to the transaction were not and could not have been known to each other in advance.

(3) The prohibition referred to in paragraph (1) of this Article shall not apply to transactions involving the purchase and redemption of investment fund units.

2.1.7 Acts of the Agency

Article 67

(Regulation on members of management boards and supervisory boards)


1. detailed rules concerning the actions of management and supervisory board members of a management company in the exercise of their function in accordance with the standards of due professional diligence;

2. the detailed content of the documentation that candidates for membership in a management company's management board are to submit as evidence of satisfying the conditions referred to in Article 54 of this Act.

2.2. The rules of management of a management company

2.2.1. Prudential rules

Article 68

(The system of management of a management company)

(1) A management company shall set up and implement a sound and reliable management system, which shall include the following:

1. a clear organisational structure with precisely defined, transparent and consistent internal relations regarding responsibilities;

2. effective and reliable administrative and accounting procedures, backed up by an appropriately supervised and protected system of electronic data processing, and

3. an adequate system of internal controls.

(2) A management company shall be formed and organised in a way that minimises the risk of damaging the interests of the investment fund or the interests of the management company's clients due to a conflict of interest between the management company and its clients, between two clients, between a client and an investment fund or between two investment funds.

(3) The organisational structure, procedures and systems referred to in paragraph (1) of this Article shall be defined in a clear and understandable manner and shall be proportionate to the characteristics, volume and complexity of the transactions performed by the management company.

Article 69

(Record keeping and storage of documents)

A management company shall keep and store records and documents concerning all services provided and transactions carried out in a manner enabling supervision of its operations.

Article 70

(Dealing with investor complaints)

(1) The management company shall set up and establish appropriate procedures to ensure that the complaints of the investors in the investment funds managed by the management company are dealt with properly and that there are no restrictions on investors exercising their rights in the event the head office of the management company is in a Member State other than the home Member State of the investment fund.

(2) The management company shall allow investors to lodge complaints in the official language or one of the official languages of the country in which the investment fund units are being marketed.

(3) The management company shall set up and implement appropriate policies and procedures to ensure that information on resolving investor complaints is available at the request of the public or the supervisory authorities of the investment fund.

Article 71

(The settlement of disputes between service providers and consumers)

(1) The management company shall either establish or join a scheme for the out-of-court settlement of disputes between the management company and investors in the investment funds its manages, or the non-professional clients for which its performs financial instruments management services on a contractual relationship basis.

(2) The form and composition of the body deciding in disputes, and the method and procedure of decision-making shall be determined by the management company in its internal rules, which shall be published in the daily press or professional publications intended for customers.

(3) The management company shall inform future investors in the investment funds it manages and the non-professional clients with whom it intends to conclude a contract for performing financial instruments management services, directly or indirectly through the representative referred to in paragraph (1) of Article 122 of this Act, of all elements of the scheme for out-of-court settlement of disputes.

Article 72

(Measures ensuring business continuity)

(1) The management company shall take all reasonable steps to ensure the continuity of the business of the management of investment funds.

(2) For the purposes referred to in the preceding paragraph, the management company shall use systems, resources and procedures that are adequate and proportionate to the type and scope of the management of investment funds.

Article 73

(Regulation on determining prudential rules)

(1) The Agency shall specify:

1. the conditions and requirements concerning the organisational structure of the management company referred to in point 1 of paragraph (1) of Article 68 of this Act;

2. the necessary features of administrative and accounting procedures, and the information system referred to in point 2 of paragraph (1) of Article 68 of this Act;

3. the necessary features of the management company's system of internal controls referred to in point 3 of paragraph (1) of Article 68 of this Act;

4. the method of minimising the risk of damaging the investment fund or the management company's clients referred to in paragraph (2) of Article 68 of this Act, including the strategy for exercising voting rights;

5. the detailed content and method of keeping the records referred to in Article 69 of this Act;

6. the measures ensuring business continuity referred to in the preceding Article.

(2) When specifying the details of the organisational requirements of a management company, the Agency shall consider the characteristics, scope and complexity of the services and transactions that may be carried out by a management company as well as the characteristics of the particular types of investment funds managed by such management company.

2.2.2 Rules of conduct for the administration of a management company

Article 74

(Rules of conduct)

(1) A management company shall provide services in compliance with this Act and the regulations issued on its basis, and in compliance with other regulations governing its activities.

(2) The management company shall perform its activities conscientiously, honestly and with due diligence, in such a way so as to promote and support the integrity of the market and with constant consideration of the interests of the investment funds it manages and of its clients.

(3) The management company shall establish and maintain an efficient policy of minimising conflicts of interest while considering the characteristics and the complexity of the services and transactions carried out by the management company.

Article 75

(Regulation on rules of conduct)

(1) The Agency shall define the rules to be respected by a management company in order for it to be deemed to perform its activities conscientiously, honestly and with due diligence, in such a way so as to promote and support the integrity of the market and with constant consideration of the interests of the investment funds it manages and of other clients.

(2) When specifying the details of prudential rules, the Agency shall consider the characteristics, scope and complexity of the services and transactions that may be carried out by a management company, as well as the characteristics of the particular types of investment funds managed by such management company.

2.2.3 Prohibition of the use of insider information

Article 76

(Insider information)

For the purposes of this Act insider information is any detailed information:

1. referring to an open-end investment fund;

2. that has not yet been made accessible to the public, and

3. that, if it were to become public, would most probably have a decisive influence on the decision of an investor concerning entry into or exit from an open-end investment fund.

Article 77

(Application of the provisions of the law governing the financial instruments market)

(1) The provisions of Articles 382 to 384, 386, 391 to 401 and 566 of the ZTFI and Agency's acts referred to in points 2 to 4 and 8 of paragraph (1) of Article 381 of the ZTFI shall apply to the prohibition of the use of insider information referred to in Article 76 of this Act, and to supervision of the prohibition on abusing insider information and to sanctions for insider offences.

(2) Notwithstanding the provisions of the preceding paragraph, any person with direct access to insider information concerning the open-end investment fund of another Member State has no obligation to report to the Agency in compliance with the provisions of the preceding paragraph governing the reporting requirements to the supervisory authority of a Member State.

2.2.4 Protection of confidential information

Article 78

(Confidential information)

A management company shall treat as confidential and protect all information, facts and circumstances about individual holders of investment fund units irrespective of the manner in which this information has been obtained.

Article 79

(The obligation to protect confidential information)

(1) Members of a management company's governing bodies, its shareholders or partners, employees or other persons who have access to the confidential information referred to in the preceding Article in connection with their work at the management company or the provision of services for the management company may not disclose this information to third parties or use such information by themselves or enable third parties to use such.


1. when the holder of investment fund units or a client expressly agrees in writing with the disclosure of certain confidential data;

2. when such data are required by the Agency, the court or another supervisory authority for the purposes of a procedure carried out within its competences, and submits a request for information in writing,

3. in cases of the disclosure of data to parent undertakings in connection with supervision in compliance with Section 11.7 of this Act or in compliance with the law governing financial conglomerates, and

4. in other cases provided by law.

(3) A depositary shall protect confidential information in compliance with the relevant provisions of the law on banking.

Article 80

(Use of confidential information)

The Agency or other authorities or persons may use the information acquired in accordance with the second paragraph of the preceding Article solely for the purpose for which the information has been acquired, and in cases defined by law.

2.2.5 The capital adequacy of a management company

Article 81

(Capital adequacy)

(1) A management company shall ensure that it always has an adequate capital level with respect to the types of services it provides and the assets it manages and the risks to which they are exposed in the provision of these services.

Article 82

(The capital of a management company)

(1) The capital of a management company consists of the following:

1. the paid-in initial capital and capital reserves unrestrictedly available to immediately cover any losses during regular operation, which are paid after all other claims in the event of bankruptcy or liquidation;

2. reserves from profit;

3. net profit from previous periods;

4. a surplus from revaluation;

5. other items that, according to their characteristics, are similar to those referred to in points 1 to 4 of this paragraph.

(2) In calculating the capital, the following shall be considered to be deduction items:

1. own shares or holdings that are not recognised as deductions from the capital;

2. intangible long-term assets;

3. the net loss of the financial year or the net loss from previous years;

4. other items that, according to their characteristics and purpose, are similar to the items referred to in points 1 to 3 of this paragraph.

Article 83

(The minimum level of the own funds of a management company)

(1) A management company's own funds shall at all times be equal to or exceed the highest of the following values:

1. 25% of the management company's fixed overheads for the preceding financial year;

2. the sum of the own funds requirements for credit and market risks linked to activities for the administration and provision of non-core services in compliance with paragraph (1) of Article 193 of the ZTFI in connection with the application, mutatis mutandis, of the provisions on banks' own funds under the law governing banks.

(2) Notwithstanding the provision of the preceding paragraph, a management company's own funds may never be lower than the amount of the initial and additional capital referred to in Article 33 of this Act.

Article 84

(Prohibition of the distribution of profits)

(1) A management company may not pay out profits either in the form of an interim dividend or dividend, or in the form of a payment deriving from participation in profit by the management board, the supervisory board or employees if the management company's capital falls short of the minimum level of own funds, or if due to the pay

out the management company's minimum own funds would not meet the minimum own fund requirements specified in the preceding Article.

(2) The prohibition referred to in the preceding paragraph shall apply until the management company ensures adequate own funds.

Article 85

(Measures to be taken by the management board to ensure the minimum level of own funds)

(1) If the level of a management company's own funds fall short of the minimum level of own funds specified by Article 83 of this Act due to increased capital requirements or other causes, the management company's management board shall adopt forthwith measures to ensure compliance with the minimum level of own funds regarding which the decision thereon falls within its own competence or formulate a proposal of measures regarding which the decision thereon falls within the responsibility of the management company's other bodies.

(2) The management company's management board shall report forthwith to the Agency on the measures or proposed measures referred to in the preceding paragraph.

Article 86

(Restrictions on a management company's investments)

(1) A management company shall not acquire participating interests in a partnership or other legal entity that would cause it to have unlimited liability for the obligations of such entity.

(2) A management company may on its own or together with other entities linked to the management company hold a participating interest in another legal entity only if such legal entity performs at least one of the activities of investment fund management referred to in Article 99 of this Act or financial instruments management services in compliance with the provisions of the ZTFI, in addition to being organised as a company limited by shares.

(3) A management company shall not be allowed to acquire on its own shares or a participating interest that will make it reach or exceed a qualifying holding in the depositary of an investment fund it manages.

(4) The prohibition referred to in paragraph (1) of this Article shall not apply to membership in an economic interest group bringing together management companies.

Article 87

(Regulation on capital adequacy)


1. the characteristics and types of items taken into account in the calculation of the own funds of the management company;

2. the overhead items of the management company;

3. the time limits, methods and content of reporting on the capital adequacy of the management company.

2.3 The books of account, business reports and auditing of a management company

Article 88

(The books of account, annual report and auditing of a management company)

(1) Unless special rules are determined in this Section and the regulations referred to in Article 90 of this Act, a management company's books of account, annual report and auditing shall be subject to the general rules determined by Chapter Eight of Part I of the ZGD-1 and by the law governing auditing.

(2) A management company shall prepare its accounts and consolidated accounts that are part of the management company's annual report for a financial year that coincides with the calendar year.

(3) The audit of a management company's annual report and the auditor's report shall contain, besides the audit and examination in compliance with paragraph (1) of Article 57 of the Companies Act (ZGD-1) and the content of the auditor's report that shall be in compliance with paragraph (2) of Article 57 of the ZGD-1, also the audit and auditor's report concerning the application of prudential and business rules.

(4) If the management company also provides the services referred to in Section 5 of this Act, the audit and the report referred to in the preceding paragraph shall also contain an audit and report on the application of the rules on risk management in compliance with the provisions of the ZTFI.

(5) If the audit or the audit report are not carried out in compliance with paragraphs (3) and (4) of this Article or the regulation referred to in Article 90 of this Act, the Agency shall request that the management company arrange with the auditing company appropriate amendments and corrections with an annex to the concluded contract; on such basis the auditor shall amend and supplement its report.

(6) A management company shall replace the auditing company carrying out an audit of its annual report at least every five consecutive years.

(7) A management company shall submit to the Agency the audited annual report and the audited consolidated annual report to the Agency within 15 days of receipt of the auditor's report or not later than four months after the end of the calendar year.

(8) Within 15 days of the adoption of the annual report, but not later than within six months of the end of the calendar year, the management company shall submit the annual report, together with the auditor’s report referred to in paragraph (2) of Article 57 of the ZGD-1, to the Agency of the Republic of Slovenia for Public Legal Records and Related Services for its publication pursuant to paragraph (1) of Article 58 of the ZGD-1.

(9) The management company shall, within five months of the end of the calendar year, publish the annual report, together with the auditor’s report, referred to in paragraph (2) of Article 57 of the ZGD-1, on its public websites. The management company shall ensure that the annual report and the auditor’s report referred to in paragraph (2) of Article 57 of the ZGD-1 are available on its public websites for at least five years after their publication.

(10) The provisions of the preceding paragraph shall apply mutatis mutandis also to the publication of the business data of the branches of management companies from Member States.

Article 89

(An audit company’s obligations to the Agency)

(1) Before the conclusion of an audit, the audit company preforming the audit of a management company's annual report shall inform the Agency in writing of the facts and circumstances discovered during the audit that:

1. could be a violation of the investment fund management rules determined by this Act, the ZTFI or some other law governing investment fund management or the management of other financial assets, and regulations adopted on the basis of these acts;

2. could affect the system of management of a management company referred to in Article 68 of this Act;

3. could result in a qualified auditor's opinion, adverse auditor's opinion or result in a refusal to deliver an opinion.

(2) The obligation referred to in the preceding paragraph also applies to facts or circumstances associated with an undertaking that has close links with the management company based on control.

(3) An audit company shall also provide the Agency at its request other information required by the Agency in conducting supervision of the management company in accordance with this Act.

(4) The transmission of information to the Agency pursuant to paragraphs (1) to (3) of this Article shall not have the characteristics of a violation of the auditor's duty to safeguard confidential information in accordance with the law governing audits or on a contractual basis.

Article 90

(Regulation on a management company's accounts and audit)

On the basis of an opinion previously delivered by the Slovenian Audit Institute, the Agency shall prescribe:

1. the types and form of a management company's accounts;

2. the content of the annex with explanations of the management company's accounts;

3. the management company's analytic chart of accounts;

4. the detailed form and minimum scope and content of an audit review and audit report.

2.4. (A change in the activity, liquidation, compulsory composition and bankruptcy of a management company)

2.4.1. (A change in the activity and liquidation of a management company)

Article 91

(Resolution of the general meeting on the liquidation of a management company)

(1) The general meeting of a management company may adopt a resolution to liquidate the management company and start the liquidation procedure (hereinafter: a resolution on liquidation) subject to the management company having previously transferred all managed investment funds to another management company in compliance with Sub-section 7.9.1 of this Act or having liquidated such funds in compliance with Section 7.11 of this Act so that at the time of adopting the resolution on liquidation the company is no longer managing any investment funds.

(2) The liquidation of the management company shall be subject to the provisions of the ZGD-1 on the winding up of a limited-liability company based on the resolution of the general meeting unless otherwise provided for by this Sub-section.

(3) In the case of branches, the resolution on liquidation shall be published by the management company's liquidator in the form of a summary in a daily newspaper circulated in the entire territory of the Member State in which the management company has a branch.

(4) Following the adoption of the resolution on liquidation, the management company may only perform transactions that are necessary for the implementation of the liquidation.

Article 92

(Management company liquidator)

(1) Only a person authorised by the Agency to perform the function of a member of the management company's management board may be appointed as the management company's liquidator.

(2) Notwithstanding the preceding paragraph, a person who is not authorised by the Agency to perform the function of a member of the management company's management board may be appointed as the management company's liquidator subject to obtaining the Agency's prior authorisation to perform the function of the company's liquidator.

(3) The provisions of this Act regarding the authorisation to perform the function of a member of the management company's management board shall apply, mutatis mutandis, to the authorisation to perform the function of the management company's liquidator referred to in the preceding paragraph. The authorisation to perform the function of the management company's liquidator shall only apply to the liquidation of the management company for which the authorisation has been obtained.

(4) The liquidator must notify all creditors in a regular and appropriate manner of the course of compulsory liquidation proceedings.

Article 93

(Cessation of the provision of investment funds management services due to a change in a management company's activities)

(1) The general meeting of a management company may adopt a resolution to change the activity of the management company in such a way that the management company ceases to manage investment funds (hereinafter: a resolution on a change in activity) subject to the management company having previously transferred all investment funds under management to another management company in compliance with Sub-section 7.9.1 of this Act or having liquidated such funds in compliance with Section 7.11 of this Act so that at the time of adopting the resolution on a change in activity the company is no longer managing any investment funds.

(2) The management company's management shall notify the Agency of the change in writing on the next business day following the adoption of the resolution on a change in activity.

(3) After receiving the notification of the management company referred to in the preceding paragraph, the Agency shall issue a decision establishing that the authorisation of the management company to manage

investment funds has been terminated, and shall remove the management company from the register of management companies.

(4) When the decision referred to in the preceding paragraph becomes final, the management company shall file an application for registration of the decision on a change in activity in the register of companies and shall include with it the Agency's decision referred to in the preceding paragraph.

(5) When the Agency issues a decision referred to in paragraph (3) of this Article to a management company having a branch in a Member State, it shall notify the supervisory authority of that Member State thereof before issuing the decision. The notification shall also indicate the legal consequences and the actual effects of the issued decision.

(6) When the issuance of the decision referred to in paragraph (3) of this Article cannot be delayed in order to protect the interests of the management company's clients or to safeguard some other public benefit, the Agency shall notify the supervisory authority of the Member State thereof immediately after the issuance of the decision.

Article 94

(Lodging of claims by creditors from a Member State)

(1) A creditor may lodge a claim against a liquidation estate in the Slovenian language or in the official language of the Member State in which the creditor has residence or its registered office.

(2) The liquidator may require that the creditor submit a translation of the lodging of its claim in the Slovenian language.

Article 95

(A change in the activity or liquidation of a management company providing the services referred to in Chapter 5 of this Act)

In addition to the provisions of this Act, the change in the activity or liquidation of a management company performing financial instruments management services or providing non-core services referred to in Chapter 5 of this Act shall be subject, mutatis mutandis, to the provisions of the ZTFI on the liquidation of a brokerage company.

2.4.2. Compulsory composition

Article 96

(Prohibition of compulsory composition)

Compulsory composition proceedings may not be commenced against a management company.

2.4.3. Bankruptcy of a management company

Article 97

(The application of provisions relating to bankruptcy proceedings)

(1) The provisions of the law governing financial operations, insolvency proceedings and compulsory dissolution shall apply to bankruptcy proceedings against a management company unless otherwise provided for by this Act.

(2) In addition to the provisions of this Act, the bankruptcy of a management company providing financial instruments management services or providing the non-core services referred to in Chapter 5 of this Act shall be subject, mutatis mutandis, to the provisions of the ZTFI on the bankruptcy of a brokerage company.

Article 98

(Special provisions relating to bankruptcy proceedings against a management company)

(1) Creditors of the management company shall have the right to be reimbursed for the damage referred to in paragraph (2) of Article 163 of this Act in accordance with the provisions of the law governing financial operations, insolvency proceedings and compulsory dissolution on the payment of costs in bankruptcy proceedings.

(2) The court shall also serve the decision to initiate bankruptcy proceedings against a management company on the Agency.

3. PROVISION OF INVESTMENT FUND MANAGEMENT SERVICES

3.1. Investment fund management services and the manner of providing such services

Article 99

(Investment fund management services)

Management of investment funds under this Act shall comprise the following services:

1. management of the assets of an investment fund that raises capital from the public;

2. administrative services linked to the operation of an investment fund that raises capital from the public:

– legal services, keeping books of account, and producing business reports;

– relations with investors investing in an investment fund that raises capital from the public;

– the valuation of assets and liabilities and the calculation of the value of units;

– an overview of compliance with the requirements imposed by law and by implementing regulations;

– maintaining the record of holders of units of an investment fund that raises capital from the public and other records;

– the distribution of profit or income;

– administrative services relating to the payment for and redemption of the units of an investment fund that raises capital from the public;

– calculation and settlement of accounts in accordance with contracts and the delivery of certificates of unit ownership;

– the safekeeping of documents, and

– other services linked to the assets of an investment fund that raises capital from the public;

3. the marketing of assets of an investment fund that raises capital from the public.

Article 100

(Managing investment funds)

In the Republic of Slovenia, the management of investment funds referred to in the preceding Article may be carried out only by:

1. a management company, and

2. an EU management company that establishes a branch in the territory of the Republic of Slovenia in accordance with this Act that may directly manage a UCITS in the territory of the Republic of Slovenia in accordance with this Act.

Article 101

(Services provided by a management company)

(1) A management company may only manage UCITSs and APIFs that are subject to supervision by the Agency or the competent authorities of a Member State.

2. A management company may also manage other alternative investment funds subject to it meeting the conditions provided by the law governing alternative investment fund managers.

(3) A management company may carry out the management functions related to a UCITS that it is authorised under paragraph (1) of this Article to carry out in the Republic of Slovenia also:

1. in the territory of another Member State (hereinafter: host Member State) either through a branch or directly, provided that the conditions determined in Sub-section 3.2.2 of this Act have been met;

2. in the territory of a third country, provided that the conditions determined in Sub-section 3.2.3 of this Act have been met.

(4) A management company may carry out the management functions related to an APIF that it is authorised under paragraph (1) of this Article to carry out in the Republic of Slovenia also in the territory of another Member State or a third country, provided that the conditions determined in the law governing alternative investment fund managers have been met.

Article 102

(Register of authorisations to manage investment funds)

(1) The Agency shall establish and regularly up-date the register of authorisations to manage investment funds, in which all management companies authorised by the Agency to manage investment funds and the types of investment funds the authorisation refers to shall be registered.

(2) The Agency shall make the register referred to in the preceding paragraph publicly available.

3.2. Managing investment funds by a management company

3.2.1. (Managing investment funds in the territory of the Republic of Slovenia)

Article 103

(Authorisation to manage investment funds)

(1) A management company shall obtain authorisation to manage investment funds before registering its establishment in the register of companies; the written application referred to in Article 104 of this Act shall be filed on behalf of the management company by its founders.

2. The management company shall obtain authorisation to manage investment funds for one or more types of investment funds.

(3) Paragraph (1) of this Article shall apply, mutatis mutandis, also to any registration of a change in activity.

Article 104

(An application for authorisation to manage investment funds)

1. An application for authorisation to manage investment funds shall contain, in addition to the mandatory content referred to in paragraph (2) of this Article, an indication of the types of investment funds the management company intends to manage.

2. The following shall be included with the application for authorisation to manage investment funds:

1. the instruments of incorporation or the contract on partnership of the management company in the form of a certified copy of a notary record, either in paper or electronic form in accordance with paragraph (1) of Article 474 of the ZGD-1;

2. the management company's business plan for the first three years of operations, which shall include:

– a specification of the activities that the management company intends to perform;

– a description of the system of management of the management company referred to in Article 68 of this Act;

3. documents showing that the management company is or will be meeting the organisational and other requirements necessary to be granted authorisation to manage investment funds, and

4. a list of shareholders, including the name of each holder, the permanent or temporary residence of a natural person or the registered office and registered name of a legal person, and information on the number and proportion of shares acquired at the moment of the establishment of the company.

(3) The Agency shall specify the content of the documents referred to in point 3 of the preceding paragraph.

Article 105

(Joining the decision-making procedure regarding authorisations)

The Agency shall simultaneously decide on the following applications for authorisation:

1. an application for authorisation to manage investment funds;

2. an application for authorisation to acquire a qualifying holding referred to in Article 38 of this Act;

3. an application for authorisation to perform the function of a member of a management company's management board referred to in Article 56 of this Act.

Article 106

(Decision-making regarding authorisation to manage investment funds)

(1) The Agency shall grant a management company authorisation to manage investment funds under the following conditions:

1. if the management company's legal organisational form is in compliance with the provision of Section 2.1 of this Act;

2. if the conditions have been met for granting authorisation to acquire qualifying holdings to all qualifying holders;

3. if the conditions have been met for granting authorisation to perform the function of a management board member to all management board members of such management company;

4. if the management company acts in accordance with the prudential management rules referred to in Sub-section 2.2.1 of this Act;

5. if the management company meets capital adequacy requirements referred to in Sub-section 2.2.5 of this Act;

(2) The operative part of the Agency's decision on granting an authorisation to manage investment funds shall indicate the type of UCITSs or APIFs for whose management the authorisation is being issued.

(3)The provisions of this Sub-section regarding authorisations to manage investment funds shall apply, mutatis mutandis, to decision-making on granting authorisation for new types of investment funds to a management company already authorised to manage a certain type of investment fund.

(4) The Agency may grant authorisation to manage investment funds to a management company that, on the date the decision is issued, does not satisfy all conditions referred to in point 4 of paragraph (1) of this Article subject to a suspensive condition. The management company shall provide proof of satisfying the above conditions by the time limit defined by the Agency in its decision.

Article 107

(Termination of authorisation to manage investment funds)

(1) Authorisation to manage investment funds shall be terminated in the following cases:

1. if the management company does not begin its activities within one year of the issuance of the authorisation;

2. if the management company ceases to perform the activity of managing investment funds for more than six months, or

3. upon the issuance of a decision by the competent court to initiate bankruptcy or compulsory liquidation proceedings regarding the management company.

(2) If the management company ceases to perform the activity of managing a certain type of investment fund for more than six months, the authorisation to manage investment funds shall be terminated only in the part relating to the management of this kind of investment fund.

(3) When a reason referred to in paragraph (1) of this Article arises, the Agency shall issue a decision stating that the authorisation has been terminated.

Article 108

(Authorisation to merge or divide)

(1) When a management company is involved in a merger or division of undertakings, it shall obtain the Agency's authorisation to merge or divide.

(2) The provisions of Articles 103 to 107 of this Act shall apply, mutatis mutandis, to the decision-making regarding the authorisation to merge or divide.

(3) When the merger or division results in the creation of a new undertaking that will provide investment fund management services, this new undertaking must obtain authorisation to manage investment funds from the Agency prior to the legal registration of such merger or division in the register of companies.

(4) When a division concerns a management company that is a delegating company, the Agency shall refuse to authorise the division in cases when after the division the management company would no longer attain capital adequacy.

(5) The provisions of paragraphs (1) to (3) of this Article shall also apply, mutatis mutandis, to other changes in the legal organisational form in which the management company is involved.

(6) The Agency shall specify the content of documents to be included with the application for authorisation to change the legal organisational form of a management company in compliance with this Article.

3.2.2 Managing investment funds in a host Member State

Article 109

(General provisions)

(1) A management company may provide one or more services involving the management of investment funds in a host Member State through a branch or directly subject to the conditions defined in this Section.

(2) The management company may provide services involving the management of investment funds in a host Member State, including formation or establishment, only in relation to UCITSs, and only to those types of UCITSs that it is authorised to establish and manage in the Republic of Slovenia.

Article 110

(Notification of intention to establish a management company branch in a Member State)

(1) A management company intending to establish a branch in a host Member State shall notify the Agency thereof and indicate the Member State in which it intends to establish a branch.

(2) The management company shall include with the notification of intention to establish a branch the following:

1. a business plan which, inter alia, includes the types and the volume of transactions to be carried out through the branch, and the branch's organisational structure;

2. the address in the host Member State at which the documentation about the branch may be obtained;

3, information about the persons authorised to conduct the business of the branch, and

4. a specification of the procedures to handle investors' claims in accordance with Article 70 of this Act.

(3) The notification referred to in paragraph (1) of this Article shall be deemed to include a request that the Agency should transmit the notification and attachments thereto to the supervisory authority of the Member State.

(4) The Agency shall specify the content of the documents to be included with the notification of intention to establish a branch referred to in paragraph (2) of this Article.

Article 111

(Transmission of notification to a Member State's supervisory authority)

(1) The Agency shall transmit the notification together with the attachments referred to in paragraph (2) of the preceding Article to the supervisory authority of the host Member State within two months of the receipt of the

management company's notification referred to in paragraph (1) of the preceding Article, and inform the management company thereof.

(2) The Agency shall submit to the supervisory authority of the host Member State, concurrently with the notification referred to in the preceding Article, also the following:

1. a declaration confirming that the management company holds the authorisation in compliance with this Act or the provisions of Member States adopted for the transposition of Directive 2009/65/EC;

2. a document listing the authorisations;

3. a document listing the details of any restriction on the types of UCITSs that the management company is authorised to manage.

(3) The Agency shall reject a request to transmit the notification to a Member State's supervisory authority when, by taking into consideration the volume and type of business that the management company intends to perform through its branch, there is a justified reason to doubt the appropriateness of the branch organisation and management or the management company's financial position.

(4) Should the Agency fail, within the time limit referred to in paragraph (1) of this Article, to notify the management company of the transmission of the notification to a host Member State's supervisory authority or fail to serve on the management company the decision rejecting its request to transmit this notification, the request to transmit the notification to the host Member State supervisory authority shall be deemed rejected.

Article 112

(Start of operations of a branch in a host Member State)

A management company may start operating through a branch:

1. as from the date of receipt of the notification from the supervisory authority of the host Member State, or

2. upon the expiration of two months from the date on which the host Member State's supervisory body received the Agency's notification in accordance with the preceding Article , unless the notification from the supervisory body of the host Member State referred to in the preceding point is received before the expiration of this time limit.

Article 113

(Notification of changes in the branch in a Member State)

(1) If a management company intends to make changes regarding any fact or circumstance referred to in paragraph (2) of Article 110 of this Act, it shall notify the Agency and the competent authority of the Member State thereof at least one month prior to the implementation (before implementing) of any such change.

(2) The Agency shall notify the Member State's supervisory authority if there is a justified reason to doubt the appropriateness of the branch organisation and management or the management company's financial position.

(3) The Agency shall notify a Member State's supervisory body of any changes of data referred to in paragraph (2)of Article 111 of this Act.

(4) The changes referred to in paragraph (1) of this Article shall be subject to the application, mutatis mutandis, of the provisions of Articles 110 to 112 of this Act, provided that the time period referred to in paragraph (1) of Article 111 of this Act and in point 2 of the preceding Article is one month.

Article 114

(Direct management of investment funds in a host Member State)

(1) A management company intending to start direct management of investment funds in a host Member State shall notify the Agency thereof and indicate the Member State in which it intends to do so.

(2) The management company shall include with the notification on the direct management of investment funds referred to in the preceding paragraph the following:

1. a business plan which, inter alia, includes the types and the volume of transactions to be carried out directly;

2. a description of the risk management of the management company, and

3. a description of procedures to handle investors' claims in accordance with Article 70 of this Act.

(3) The Agency shall transmit the notification together with the attachments referred to in the preceding paragraph to the supervisory authority of the host Member State within one month of receipt of the management company's notification referred to in paragraph (1) of this Article, and inform the management company thereof.

(4) The Agency shall submit to the supervisory authority of the host Member State, concurrently with the notification referred to in the preceding paragraph, also the following:

1. a declaration confirming that the management company holds the authorisation in compliance with this Act or the provisions of Member States adopted for the transposition of Directive 2009/65/EC;

2. a document listing the authorisations;

3. a document listing the details of any restriction on the types of UCITSs that the management company is authorised to manage.

(5) The management company may start to directly manage investment funds in a host Member State on the date of receipt of the Agency's notification referred to in paragraph (3) of this Article.

Article 115

(Notification concerning changes of significant facts or circumstances)

(1) If a management company intends to make changes regarding any fact or circumstance referred to in paragraph (2) of the preceding Article, it shall notify the Agency and supervisory authority of the Host Member State thereof before implementing any such change.

(2) If the change concerns the content of the declaration or of the documents referred to in paragraph (4) of the preceding Article, the Agency shall notify the supervisory authority of the Host Member State thereof.

Article 116

(The application of rules of conduct in the host Member State)

(1) When operating through a branch, a management company shall act in compliance with the regulations in force in the Host Member State.

(2) A management company directly providing services in a host Member State shall provide services in compliance with the provisions of Section 2.2.2 of this Act.

(3) A UCITS established by a management company in another Member State shall not be subject to the provisions of paragraph (2) of Article 121 of this Act.

3.2.3 Managing investment funds in a third country

Article 117


(1) A management company may, within the framework of performing services for the management of investment funds in a third country, only provide services for marketing units of open-end investment funds under the conditions defined in Section 4.3 of this Act.

(2) A management company may provide the services referred to in the preceding paragraph directly or through a branch.

(3) The provisions of paragraphs (1) and (2) of Article 110, paragraph (3) of Article 111 and Article 113 of this Act shall apply, mutatis mutandis, to authorisation to establish a branch in a third country.

(4) The Agency may also reject an application for authorisation to establish a branch in a third country when, in consideration of the regulations of the country in which the management company intends to establish a branch or when in consideration of the practice in the implementation of these regulations, the implementation of supervision in accordance with the provisions of this Act is likely to be impeded.

3.3. Managing investment funds in the Republic of Slovenia by an EU management company

Article 118


(1) A management company authorised to manage a UCITS in its home Member State may manage investment funds in the Republic of Slovenia through a branch or directly subject to the conditions defined in this Section.

(2) An EU management company may, when managing investment funds in the Republic of Slovenia, establish and manage only mutual and umbrella funds of the types indicated in the authorisation issued by the supervisory authority of the management company's Member State.

Article 119

(Management of investment funds through branches)

(1) An EU management company may establish a branch in the Republic of Slovenia and start managing investment funds through its branch after being notified by the Agency that the conditions for establishing a branch are satisfied or upon the expiration of a two-month period from the date when the Agency receives the notification and accompanying documents with the content referred to in paragraphs (1) and (2) of Article 110 and paragraph (2) of Article 111 of this Act from the supervisory body of the management company's Member State.

(2) If in connection with its branch in the Republic of Slovenia an EU management company intends to make changes regarding any fact or circumstance referred to in paragraph (2) of Article 110 of this Act, it shall notify the Agency in writing one month before implementing any such change.

Article 120

(Direct management of investment funds

(1) An EU management company may start managing investment funds in the Republic of Slovenia after the Agency has received the notification and accompanying documents with the content referred to in paragraphs (1), (2) and (4) of Article 114 of this Act from the supervisory authority of the management company's Member State.

(2) An EU management company directly managing investment funds in the Republic of Slovenia shall notify the Agency before making any changes regarding any fact or circumstance referred to in paragraph (2) of Article 114 of this Act.

Article 121

(Application of provisions of this Act to Member State management companies)

(1) An EU management company operating in the Republic of Slovenia through a branch shall provide services in compliance with the provisions of Sub-section 2.2.2 of this Act; an EU management company directly providing services in the Republic of Slovenia shall provide services in compliance with the regulations of the EU management company’s home Member State.

(1) An EU management company establishing and managing a mutual fund in the Republic of Slovenia shall comply with the provisions of this Act and regulations issued on the basis thereof applicable to establishing and managing mutual funds in the Republic of Slovenia, in particular the provisions concerning the following:

1. establishing a mutual fund and issuing authorisation for managing a mutual fund (Section 7.8 of this Act);

2. the sale and redemption (re-purchase) of mutual fund investment coupons (Sub-section 7.3.2. of this Act);

3. mutual fund investments, including managing risks related to mutual fund investments (Section 7.4 and Article 184 of this Act);

4. borrowing, securities lending and uncovered sales (Articles 188, 189 and 190 of this Act);

5. the valuation of mutual fund assets (Sub-section 6.7.4. of this Act);

6. mutual fund accounting and financial statements (Sub-section 6.7.4. of this Act);

7. the calculation of the net asset value, unit value and refunds to investors due to calculation errors (Article 224 of this Act);

8. the distribution of mutual fund income or profit (Section 7.6 of this Act);

9. up-to-date notification of the public and the Agency as regards mutual fund operations (Sub-section 6.7.6. of this Act);

10. periodical reports on mutual fund operations, prospectuses, management rules and key investor information documents (Sub-sections 6.7.2., 6.7.3. and 6.7.4., and Section 7.7. of this Act);

11. the marketing of mutual fund investment coupons (Section 4.1 of this Act);

12. relations with holders of mutual fund investment coupons (Section 6.7 of this Act);

13. mutual fund mergers (Section 7.10 of this Act);

14. mutual fund liquidations (Section 7.11 of this Act);

15. keeping records of holders of mutual fund investment coupons (Article 226 of this Act);

16. fees for conducting supervision and other Agency tariff items (Section 11.3 of this Act);

17. the rights of holders of mutual fund investment coupons (Article 227 of this Act);

(3) an EU management company establishing and managing a mutual fund in the Republic of Slovenia shall fully comply with the provisions of management rules and mutual fund prospectuses.

(4) an EU management company establishing and managing a mutual fund in the Republic of Slovenia shall set up an appropriate organisational structure and procedures and adopt all measures necessary to comply with the provisions of paragraphs (2) and (3) of this Act.

3.4 The delegation of the performance of individual services or operations involving the management of investment funds to another person

Article 122

(The delegation of the performance of individual services or operations involving the management of individual investment funds to another person)

(1) A management company or an EU management company (hereinafter: the delegating party) that in compliance with Article 100 of this Act manages investment funds may authorise another person in writing (hereinafter: the delegate) to perform on its behalf and for its account certain services or operations that are, in compliance with Article 99 of this Act, services involving the management of investment funds (hereinafter: authorisation to carry out services and operations).

(2) It shall not be possible to exclude or limit the management company's and depositary's liability for the provision of the aforementioned services by the delegation of the provision of particular investment fund management services or operations to another person.

(3) The delegating party may not delegate investment fund management services or operations to another person on such a scale that its role is reduced to that of a letter-box entity.

(4) The provisions of this Section shall apply, mutatis mutandis, also to the delegation of the services and operations referred to in paragraph (1) of Article 150 of this Act; in the case of the delegation of services and transactions for which the ZTFI provides for special requirements, the provisions of the ZTFI determining such requirements shall be satisfied.

Article 123

(The delegation of authorisation to third parties)

(1) A delegate may delegate the service of marketing investment fund units to a third party pursuant to the prior written agreement of the person so delegating. Further sub-delegation shall not be permitted.

(2) The provisions of this Section shall also apply to the delegation of authorisation to third parties.

Article 124

(Conditions for the delegation of certain services or operations)

(1) A delegating party may grant authorisation to provide services or operations if the following conditions are met:

1. by granting authorisation to provide services and operations the delegating party increases the efficiency of doing business and carrying out the transactions of the delegate, and may justify such efficiency to the Agency at any moment;

2. the effectiveness and ability of the supervision of the Agency over the delegating party is not reduced;

3. despite the delegation of services or operations to a delegate, the delegating party may act and manage the investment funds whose management it has delegated, in the best interests of the investors in the investment funds;

4. the delegating party is able to monitor at all times the performance of services or operations concerning the management of the investment funds which had been delegated to the delegate;

5. in compliance with the delegation, the delegating party may at any time give to the delegate further instructions on the performance of the delegated services or operations;

6. the delegating party may at any moment withdraw the delegation to perform services or operations with immediate effect when the interests of the investors so require;

7. the delegate has sufficient expertise and experience and fulfils organisational and other conditions to effectively perform the duties covered by the delegation to perform services or operations;

8. the delegation does not reduce the capacity of the authorising party to perform depositary functions in general or depositary functions for any investment fund;

9. regardless of the delegation, the depositary may at any time acquire from the delegating party all data and documents necessary for the smooth performance of the depositary functions;

10. regardless of the delegation, the depositary has at all times an overview of the business carried out regarding the investment fund for which it performs depositary functions, and

11. the prospectus of the investment fund provides a list of investment fund management services that the person delegating delegates to a delegate by means of a delegation.

(2) When the delegating party delegates the services of managing an investment fund assets, the requirements referred to in the preceding paragraph shall be met, and the delegate may only be a person who:

1. is under the control of the Agency or the competent body of the Member State or the competent body of the third country, and is authorised by such body to manage the assets for the account of its clients;

2. control comprises cooperation and the exchange of information between the Agency and the body competent for controlling the delegate in the event such control is not within the competence of the Agency;

3. does not carry out depositary functions for the investment fund for which the authorisation has been issued;

4. does not have a conflict of interest with the delegating party or the investors in the investment funds.

(3) If the delegating party delegates the management of the investment fund assets, the delegate shall comply with the investment policy of the investment fund.

(4) The Agency shall define the circumstances when the role of the delegating party shall be deemed to have been reduced to a letter-box entity, and the detailed conditions the delegating party shall consider when delegating services and transactions in compliance with this Article.

Article 125

(An agreement to delegate certain management services or operations)

(1) The delegating party and the delegate shall conclude a written agreement whereby the delegating party delegates the performance of certain services and the functions of managing investment funds in which the two parties define the mutual obligations, responsibilities and rights (hereinafter: a delegation agreement).

(2) When a delegation agreement concerns the delegation of carrying out services and functions involving the management of the investment funds' assets, such agreement comes into force only after the depositary has given its written consent.

(3) The depositary shall not give its consent to the delegation if it deems that the conditions referred to in the preceding Article are not met.

(4) If conditions referred to in the preceding Article are not met at any particular time, the depositary shall request that the delegating party terminate the delegation agreement in writing. In such a case the delegate shall not be entitled to compensation for the termination of the delegation agreement.

Article 126

(The admissibility of collecting personal data)

If the delegation arrangement referred to in the preceding Article includes the delegation of the function of keeping the records of the holders of the investment fund units, the delegate shall be entitled to collect the data referred to in paragraph (3) of Article 226 of this Act directly from the individual concerned.

Article 127

(Notifying the Agency)

The delegating party shall notify the Agency of all modifications of the delegation arrangement in the manner with the content and within the time limits determined by the regulation issued by the Agency.

Article 128

(Notifying the supervisory authorities of Member States)

Immediately after receipt of the notification referred to in the preceding Article, the Agency shall notify the supervisory authority of the UCITS from a Member State (EU UCITS) if the management company managing the UCITS delegates certain services or operations of such UCITS to another entity.

4. MARKETING OF OPEN-END INVESTMENT FUND UNITS

4.1. (Marketing of the units of open-end investment funds in the Republic of Slovenia)

Article 129


(1) This Section regulates the marketing of open-end investment fund units to non-professional investors in the Republic of Slovenia.

(2) The marketing of closed-end investment funds to non-professional investors in the Republic of Slovenia is subject to the provisions of the ZTFI on the first and subsequent sales of securities to the public.

(3) Investment fund units may be marketed to non-professional investors in the Republic of Slovenia only subject to the provisions of this Act and regulations adopted on the basis thereof addressing the marketing of investment fund units, and the provisions of acts regulating the protection of investors and the prevention of money laundering in force in the Republic of Slovenia.

(4) Investment fund units may be advertised in the Republic of Slovenia only if the sale of such investment fund units is allowed in the Republic of Slovenia.

(5) The Agency shall publish on its website, in a transparent and comprehensible manner, in the Slovenian and English languages, all legislative and administrative provisions governing the marketing in the Republic of Slovenia of units of EU UCITSs that are not directly addressed by Directive 2009/65/EC, and the conditions that regulate the marketing of units of alternative investment funds established in other Member States to non-professional investors in the Republic of Slovenia.

Article 130

(Advertising an investment fund)

(1) Any marketing communication addressed, by means of printed or electronic media, to investors and potential investors to investment funds, with the intention of obtaining new investments in investment funds (hereinafter: an advertisement) shall be clearly recognisable as such.

(2) The content of the advertisement shall be clear, unequivocal and not misleading.

(3) The content of the advertisement shall not be in conflict with the content of the prospectus and of the key investor information document.

(4) The advertisement shall contain information on where, how and in what language the prospectus and the key investor information document are available to investors.

Article 131

(Authorisation to market investment fund units)

(1) A natural person who on behalf of the management company referred to in Article 100 hereof or on behalf of a party authorised by the management company markets investment fund units in the Republic of Slovenia shall be appropriately authorised by the Agency.

(2) The trading licence under the ZTFI covering at least the operations of executing clients’ orders, providing investment advice, and authorisation to market investment fund units under this Act shall be deemed appropriate authorisation under the preceding paragraph.

(3) In order to obtain the authorisation to market investment fund units, the candidate shall fulfil the following conditions:

1. he has passed the test of professional expertise required to market investment fund units;

2. he has at least one year of comparable work experience;

3. he has an active command of the Slovenian language;

4. he has not been finally convicted of a criminal offence against property or a financial criminal offence and sentenced to more than three months in prison;

5. he has at least a secondary-school education.

(4) The Agency may authorise the group of management companies referred to in Article 511 of this Act to carry out the tests referred to in point 1 of paragraph (3) hereof on its behalf.

Article 132

(Regulations governing authorisation to market investment fund units)

The Agency shall adopt a regulation defining in detail:

1. the method and conditions for marketing open-end investment fund units in the Republic of Slovenia under this Act;

2. the content and the method of taking the test of professional expertize referred to in point 1 of paragraph (3) of the preceding Article.

Article 133

(Forms of investment funds that may be marketed to non-professional investors in the Republic of Slovenia)

In the Republic of Slovenia non-professional investors may be marketed only the units of the following:

1. investment funds established in compliance with this Act, if the conditions referred to in Sub-section 4.1.1 of this Act are met;

2. EU UCITSs if the conditions referred to in Sub-section 4.1.2 of this Act are met;

3. closed-end alternative investment funds of Member States with investment policies allowed for closed-end AJICS by Chapter 10 of this Act, if the conditions referred to in Sub-section 4.1.3 of this Act are met;

4. open-end alternative investment funds of Member States with investment policies allowed for open-end AJICS by Chapter 10 of this Act, if the conditions referred to in Sub-section 4.1.3 of this Act are met.

4.1.1 Marketing in the Republic of Slovenia of units of investment funds established in compliance with this Act

Article 134

(Marketing of mutual fund units)

Mutual fund units may be marketed in the Republic of Slovenia only by:

1.a management company authorised by the Agency to manage a mutual fund;

2. an EU management company authorised by the Agency to manage a mutual fund according to this Act.

Article 135

(Marketing in the Republic of Slovenia of units of APIFs established in compliance with this Act)

(1) Units of APIFs established in compliance with this Act may be marketed in the Republic of Slovenia only by:

1. a management company authorised by the Agency to manage this type of investment fund on the basis of this Act;

2. a manager of an alternative investment fund referred to in paragraph (3) of Article 359 of this Act.

(2) Before starting to market the APIF, the manager referred to in point 2 of the preceding paragraph shall carry out the notification procedure in accordance with the law governing alternative investment fund managers.

4.1.2. Marketing in the Republic of Slovenia of units of UCITSs established in other Member States

Article 136

(Persons authorised to market UCITS units)

(1) In the Republic of Slovenia, units of EU UCITSs may, in compliance with this Sub-section, be marketed only by a management company of the Member State authorised to manage EU UCITSs.

(2) The provisions of this Sub-section applicable to an EU management company shall also apply to a management company authorised to manage EU UCITSs.

Article 137

(Conditions necessary for marketing)

In order to market units of EU UCITSs in the Republic of Slovenia, the management company of a Member State shall ensure that all facilities necessary for performing the operations below are available in the Republic of Slovenia:

1. making payments to holders of units of UCITSs;

2. carrying out the sale, re-purchase and redemption of units of UCITSs;

3. the publication of documents and information in relation to UCITSs and the submission of documents and information to investors who made payments in the Republic of Slovenia, and

4. handling investors' claims in accordance with Article 70 of this Act.

Article 138

(Notification of intention to market units of EU UCITSs)

(1) An EU management company may start to market units of EU UCITSs in the Republic of Slovenia on the day the competent supervisory authority of the Member State notifies the management company of a Member State that the notification file referred to in Article 4 of Regulation 584/2010/EU has been transmitted to the Agency.

(2) The notification file shall include the notification letter by the management company of a Member State of its intention to start marketing units of EU UCITSs in the Republic of Slovenia comprising the data referred to in Annex I to the Commission Regulation (EU) 585/1020, and the following attachments for each of the EU UCITSs that proposes to market its units in the Republic of Slovenia:

1. a valid prospectus;

2. the valid management rules or instruments of incorporation;

3. the latest published annual report and any subsequent semi-annual report;

4. the key investor information document, and

5. attestation by the competent authority referred to in Annex II to the Commission Regulation (EU) No 584/2010.

Article 139

(Notification of changes of notification documents)

(1) A management company of a Member State that markets units of EU UCITSs in the Republic of Slovenia shall promptly inform the Agency of any changes in the documents referred to in points 1 to 4 of paragraph (2) of the preceding Article and indicate where these documents may be obtained electronically.

(2) If a management company of a Member State intends to change the marketing arrangement in force in the Republic of Slovenia or change the valid share classes of units of EU UCITSs that are marketed in the Republic of Slovenia, it shall notify the Agency before introducing any such changes.

Article 140

(Direct marketing of units of EU UCITS)

Section 3.3 of this Act shall not apply to an EU management company that will not carry out any services and investment fund management other than direct marketing of units of UCITSs in the Republic of Slovenia.

4.1.3 Marketing of units of open-end alternative investment funds established in other Member States to non-professional investors in the Republic of Slovenia

Article 141

(Marketing of units of alternative investment funds established in other Member States to non-professional investors)

(1) In the Republic of Slovenia, the marketing of units of alternative investment funds established in other Member States (hereinafter EU AIFs) to non-professional investors under this Sub-section may only be done by the alternative investment fund manager referred to in paragraph (3) of Article 359 of this Act.

(2) The manager referred to in the preceding paragraph may market to non-professional investors in the Republic of Slovenia only units of EU AIFs if it is authorised by the competent authority of the Member State or is under the supervision of the competent authority of the Member State.

(3) The manager referred to in paragraph (1) of this Article may market units of EU AIFs to non-professional investors in the Republic of Slovenia also in the case it does not market EU AIFs to non-professional investors in the home Member State and there are no limitations in this regard in its rules or instruments of incorporation.

(4) When marketing units of EU AIFs to non-professional investors in the Republic of Slovenia the manager referred to in paragraph (1) of this Article shall take into consideration the restrictions concerning the minimum first payment referred to in paragraph (5) of Article 361 of this Act.

(5) In order to market units of EU AIFs in the Republic of Slovenia the manager referred to in paragraph (1) of this Article shall ensure the following:

1. capacities for smooth handling of investors' claims in accordance with Article 70 of this Act, and

2. publication of documents and information in relation to the EU AIF and the submission of documents and information to investors who made payments in the Republic of Slovenia.

(6) Before starting to market EU AIFs the manager referred to in paragraph (1) of this Article shall carry out the notification procedure under the law governing alternative investment fund managers.

(7) The Agency shall issue a decision prohibiting the marketing of units of EU AIFs to non-professional investors if the manager referred to in paragraph (1) of this Article fails to meet the conditions referred to in this Article and in other regulations referred to in paragraph (3) of Article 129 of this Act.

Article 142

(Additional conditions for marketing units of open-end EU AIFs)

When marketing units of open-end EU AIFs in the Republic of Slovenia the manager referred to in paragraph (1) of the preceding Article shall ensure that in the Republic of Slovenia all the facilities are available that are necessary to smoothly make payments to holders of units of EU AIFs and to carry out the sale, re-purchase and redemption of units of EU AIFs.

4.2. Marketing of units of mutual funds in another Member State

Article 143

(Marketing of units of mutual funds in a host Member State)

(1) Units of mutual funds may be marketed in a host Member State exclusively by a management company authorised by the Agency to manage a mutual fund.

(2) The provisions of this Section applicable to a management company shall apply, mutatis mutandis, also to an EU management company authorised by the Agency to manage a mutual fund.

(3) Sub-section 3.2.2. of this Act shall not apply to a management company that will not carry out any services and investment fund management other than direct marketing of units of mutual funds in the host Member State.

Article 144

(Notification of intention to market units of mutual funds in a host Member State)

(1) A management company that intends to market units of mutual funds in a host Member State shall transmit to the Agency the completed notification letter referred to in Annex I of Commission Regulation (EU) No 584/2010.

(2) The management company shall include with the notification of intention referred to in the preceding paragraph for each mutual fund whose units it intends to market in a host Member State the following:

1. a valid prospectus with management rules;

2. the latest published annual report and any subsequent semi-annual report;

3. the key investor information document.

(3) The Agency shall verify whether the notification of the intention to market referred to in paragraph (1) of this Article is complete and contains all the necessary attachments referred to in the preceding paragraph.

Article 145

(Transmission of notification to a Member State's supervisory authority)

(1) The Agency shall transmit the notification file with the attachments referred to in the preceding Article (hereinafter: the notification file) to the supervisory authority of the host Member State within ten days of receipt of the complete notification of intention to market, and inform the management company thereof.

(2) The Agency shall include with the file referred to in the preceding paragraph also the completed attestation referred to in Annex II to the Commission Regulation (EU) No 584/2010.

Article 146

(Language of the notification document)

(1) The management company shall make the notification of intention to market referred to in paragraph (1) of Article 144 of this Act in:

1. the English language, or

2. in the Slovenian language and the official language of the host Member State if the Agency and the supervisory authority of the host Member State so agree in advance.

(2) For the purpose of marketing in the host Member State the management company shall have all documents referred to in points 1 and 2 of paragraph (2) of Article 144 of this Act translated into:


2. the official language or one of the official languages of the host Member State, or

3. the language accepted by the competent supervisory authority of the host Member State.

(3) The management company shall have all documents referred to in point 3 of paragraph (2) of Article 144 of this Act translated into:

1. the official language or one of the official languages of the host Member State, or

2. the language accepted by the competent supervisory authority of the host Member State.

(4) The Agency shall prepare the attestation referred to in paragraph (2) of the preceding Article:


2. in the official language of the host Member State if the Agency and the supervisory authority of the host Member State so agree in advance.

(5) The management company shall be responsible for the credibility and authenticity of the translations referred to in paragraphs (1), (2) and (3) of this Article.

Article 147

(Commencement of marketing units of mutual funds in a host Member State

A management company may start to market units of mutual funds in a host Member State on the date of receipt of the Agency's information that the notification file has been transmitted to the supervisory authority of the host Member State.

Article 148

(Notification of changes of notification documents)

(1) A management company marketing units of mutual funds in a Host Member State shall allow the supervisory authority of the host Member State electronic access to translations of documents in force on the mutual fund referred to in paragraph (2) of Article 144 of this Act and shall promptly notify the supervisory authority of the Member State of any changes in these documents.

(2) If the management company intends to change the marketing arrangement in force in the host Member State or change the valid share classes of units of mutual funds that are marketed in the host Member State, it shall notify the Agency and the supervisory authority of the host Member State before introducing any such changes.

4.3. Marketing of units of open-end investment funds in a third country

Article 149

(Notification of intention to market units of open-end investment funds in a third country)

(1) A management company that intends to market units of open-end investment funds in a third country shall submit a notification to the Agency before starting marketing, and such notification shall comprise the following:

1. the country where it intends to market such units;

2. the programme of activities it plans to carry out in this country;

3. a detailed description of the marketing procedure and of the facilities put in place for the performance thereof;

4. a detailed description of the procedure for disclosing information in this country and of the facilities put in place for the performance thereof;

5. a detailed description of the business relations established in connection with the marketing of units in this country;

6. a list of the open-end investment funds it intends to market in this country.

(2) The Agency may prohibit a management company from marketing the units of open-end investment funds in a third country if there are justified reasons to doubt the adequacy of the marketing and disclosure of information to investors, the facilities put in place for its performance and the business relations established in connection with the marketing of units in the third country.

(3) The Agency may prohibit a management company from marketing the units of open-end investment funds in a third country when, considering the regulations of the country in which the management company intends to market units of open-end investment funds or considering the practice in the implementation of these regulations, supervision in accordance with the provisions of this Act is likely to be hindered.

(4) The Agency may prohibit a management company from marketing the units of open-end investment funds in a third country when the Agency and the competent authority of the third country have not concluded a cooperation agreement permitting the exchange of all data and information necessary for the purpose of supervision.

(5) The management company shall notify the Agency of the commencement of the marketing of units of open-end investment funds in a third country within three days following the beginning of marketing at the latest.

(6) Should the management company wish to change any of the facts referred to in paragraph (1) of this Article it shall inform the Agency thereof before introducing such changes.

5. (FINANCIAL INSTRUMENTS MANAGEMENT SERVICES AND NON-CORE SERVICES)

5.1. General provisions

Article 150

(Financial instruments management services and non-core services)

(1) A management company may provide the following services in addition to managing investment funds:

1. financial instruments management services;

2. non-core services:

- providing investment advice in relation to financial instruments, in accordance with the ZTFI;

- safekeeping and administration in relation to units of investment fund units.

(2) The Agency shall specify the conditions to be satisfied by a management company performing financial instruments management services and providing non-core services.

(3) The conditions prescribed by the Agency under the preceding paragraph shall be essentially the same as the conditions applicable to brokerage companies that provide management of financial instruments and non-core services under the ZTFI.

(4) A management company providing financial instruments management services or non-core services shall be registered in the register of authorisations issued for the purpose of providing investment services and operations under the ZTFI.

Article 151

(Application of the ZTFI)

(1) Article 21, paragraph (2) of Article 34, Articles 200 to 204, Articles 206 to 218, Articles 237 to 239 and Articles 243 to 269 of the ZTFI shall apply to a management company providing the services referred to in points 1 and 2 of paragraph (1) of the preceding Article.

(2) The provisions of the ZTFI governing the risk management of brokerage companies shall apply, mutatis mutandis, to a management company providing the services referred to in points 1 and 2 of paragraph (1) of the preceding Article.

(3) A management company providing the services referred to in points 1 and 2 of paragraph (1) of the preceding Article shall report to the Agency in accordance with Articles 275 and 276 of the ZTFI and the Agency's regulations referred to in points 1 and 2 of paragraph (1) of Article 277 of the ZTFI.

Article 152

(Investor compensation schemes)

The provisions of the ZTFI on investor compensation schemes and regulations issued on their basis shall govern the services of managing financial instruments and safekeeping units of investment funds.

5.2. Financial instruments management services

Article 153

(Authorisation to provide financial instruments management services)

(1) A management company shall obtain the authorisation of the Agency to provide the financial instruments management services referred to in point 1 of paragraph (1) of Article 150 of this Act before beginning to provide such services.

(2) A management company may provide financial instruments management services if it is authorised to manage investment funds, comprising the management of UCITSs.

(3) The provisions of Article 103, points 2 and 3 of paragraph (2) of Article 104, points 4 to 6 of paragraph (1) and paragraph (4) of Article 106 of this Act shall apply, mutatis mutandis, for authorisation to provide financial instruments management services, and the provisions of Articles 478 through 480 of this Act shall apply, mutatis mutandis, to the withdrawal of such authorisation.

(4) Article 107 shall apply, mutatis mutandis, to the termination of authorisation to provide financial instruments management services.

(5) Authorisation to perform financial instruments management services shall terminate also in cases when the authorisation of a management company to manage investment funds, comprising UCITSs, has been terminated or finally withdrawn.

(6) A management company may request that the Agency establish, by way of a decision, that authorisation to perform financial instruments management has been terminated before the time limit referred to in Article 107 of this Act if it is demonstrated that the company no longer provides such services.

Article 154

(Application of the ZTFI to the provision of financial instruments management services)

(1) Articles 240 to 242 of the ZTFI shall apply, mutatis mutandis, to a management company providing the services referred to in points 1 of paragraph (1) of Article 150.

(2) Notwithstanding the provisions of the preceding paragraph, a management company shall obtain an explicit written authorisation also in cases when it intends to acquire, on behalf of a client, units of the investment fund it manages.

5.3. Non-core services

Article 155

(Authorisation to provide non-core services)

(1) A management company shall obtain the authorisation of the Agency to provide non-core services referred to in point 2 of paragraph (1) of Article 150 of this Act before beginning to provide such services.

(2) A management company may provide non-core services if authorised to provide financial instruments management services.

(3) The provisions of Article 103, points 2 and 3 of paragraph (2) of Article 104, points 4 to 6 of paragraph (1) and paragraph (4) of Article 106 of this Act shall apply, mutatis mutandis, to authorisation to provide the services referred to in paragraph (1) of this Article, and the provisions of Articles 478 through 480 of this Act shall apply to the withdrawal of such authorisation.

(4) Article 107 of this Act shall apply, mutatis mutandis, to the termination of authorisation to provide non-core services.

(5) Authorisation to provide non-core services shall terminate also in cases when the authorisation of a management company to provide financial instruments management services has been terminated or finally withdrawn.

(6) The operative part of the Agency's decision on granting authorisation to perform non-core services must indicate the services for the provision of which the authorisation is being issued.

(7) A management company may request that the Agency establish, by way of a decision, that the authorisation to provide non-core services has been terminated before the time limit referred to in Article 107 of this Act if it is demonstrated that the company no longer provides such services.

5.4. (Providing financial instruments management services and non-core services beyond the borders of the host Member State of the management company)

Article 156

(Providing financial instruments management services and non-core services in another Member State)

A management company may provide financial instruments management services and non-core services in another Member State if authorised by the Agency; the provision of these services shall be subject, mutatis mutandis, to the provisions of Sub-section 3.2.2. of this Act.

Article 157

(Providing financial instruments management services and non-core services by an EU management company)

An EU management company may also provide financial instruments management services and non-core services in the Republic of Slovenia if authorised to provide such services in the Member State where it is established; the provision of these services in the Republic of Slovenia shall be subject, mutatis mutandis, to the provisions of Section 3.3. of this Act.

6. COMMON PROVISIONS ON THE MANAGEMENT OF INVESTMENT FUNDS

6.1. General provisions

Article 158

(Use of the term management company)

(1) The provisions of this Chapter applicable to a management company shall also apply to an EU management company managing a mutual fund established in the Republic of Slovenia, unless otherwise provided under for by any Article hereof.

(2) The provisions of this Chapter applicable to a management company shall also apply to the alternative investment fund managers referred to in paragraph (3) of Article 359 managing APIFs established in the Republic of Slovenia, unless otherwise provided for by any Article hereof.

6.2. Management of investment fund assets

Article 159

(Management of an investment fund's assets)

(1) The management of the assets of an investment fund that raises capital from the public shall comprise:

1. entering into legal transactions whose subject is the investment fund assets, the use of the assets of the investment fund in order to comply with liabilities arising from transactions concluded in the course of the management of the investment fund assets, assuming the fulfilment of the obligations of the other contractual party on the basis of transactions concluded in the course of the management of the investment fund assets, and exercising rights arising from securities or other investments of the investment fund;

2. risk management of the investment fund.

(2) The management company shall manage the assets of the mutual fund or the alternative mutual fund on its own behalf and for the account of the mutual fund or alternative mutual fund.

(3) The management company shall manage the investment company's assets on behalf of and for the account of the investment company.

(4) The management company shall be entitled to dispose of the assets of the investment fund on behalf of and for the account of the investment fund and to exercise the rights deriving from securities and other investments of the investment fund in compliance with the provisions of this Act and the investment fund's management rules and instruments of incorporation.

(5) The management company shall manage the investment fund's assets in compliance with the provisions of this Act and the investment fund's management rules and instruments of incorporation.

6. The management company shall ensure that all receivables in relation to transactions concluded on behalf of and for the account of the investment fund are paid and or honoured within the usual time limits.

Article 160

(The responsibility of the management company to perform its duties)

(1) The management company shall be responsible to the other party in a transaction concluded on behalf of and for the account of the investment fund to fulfil the obligations under such transaction.

(2) The claims against the management company from transactions the company concluded on its own behalf, and from the transactions referred to in paragraph (2) of Article 188 and paragraph (3) of Article 191 of this Act may not be offset against the claims such management company is entitled to put forward on behalf of and for the account of the investment fund under this Act.

Article 161

(Prohibited transactions of a management company)

A management company shall be prohibited from entering, on its own behalf or for the account of an investment fund it manages, into a legal transaction the subject of which is or would become an investment of the investment fund it manages.

Article 162

(Transactions with persons related to the management company and transactions with the depositary)

(1) A management company shall be prohibited, unless otherwise provided for by this Act, from concluding a legal transaction the subject of which is or would become the investment of the investment fund it manages:

1. with a person related to the management company in a way referred to in Article 19 of this Act;

2. with the depositary that performs depositary functions for the investment fund.

(2) The prohibition determined in the preceding paragraph shall not apply:

- to transactions concluded with the Republic of Slovenia that have as their object the securities or money-market instruments issued by the Republic of Slovenia or the Bank of Slovenia;

- to transactions that have as their object the investments of investment funds concluded in the organised securities market, on condition that the parties to the transaction were not and could not have been known to each other in advance;

- to transactions that have as their object the securities or money-market instruments issued by the Republic of Slovenia or the Bank of Slovenia the management company concludes for the account of the investment fund with the person referred to in the preceding paragraph who is entering into the transaction as the primary dealer or market operator of these financial instruments, and such transactions are concluded under general market conditions or conditions more favourable for the investment fund, taking into consideration the related costs and fees and other investment options;

- to accepting a takeover bid under the law governing takeovers that have as its object shares owned by the investment fund.

(3) Notwithstanding point 1 of paragraph (1) of this Article, a management company may conclude the following transactions with a person related to such management company in a way that would not make it a person related to the management company if the Republic of Slovenia were not related to both of them:

- money deposits;

- transactions that have as their object the first sale of securities or money-market instruments as defined by the ZTFI, if issued by this person;

if such deposits or transactions are concluded under general market conditions or conditions more favourable for the investment fund, taking into consideration the related costs and fees and other investment options.

(4) Notwithstanding point 2 of paragraph (1) of this Article, a management company may conclude with the depositary money deposits, transactions that have as their object the first sale of securities or money-market instruments as defined by the ZTFI, if issued by the depositary, subject to the following condition:

1. the depositary of the investment funds does not have a qualified holding in the management company;

2. the depositary and the management company have defined, in the rules referred to in paragraph (4) of Article 171 of this Act and the rules adopted to limit conflicts of interest respectively, all possible forms of conflicts of interest in the case of such investments of the investment fund and ways to limit such conflicts of interest;

3. such deposits or transactions are concluded under general market conditions or conditions more favourable for the investment fund, taking into consideration the related costs and fees and other investment options.

(5) When concluding a depositary functions contract the management company shall disclose to the depositary all parties related to it and shall promptly inform the depositary of and changes concerning these relations.

(6) The annual and semi-annual reports of the investment fund shall disclose the percentage of the investment fund's assets invested jointly in deposits and financial instruments issued by the depositary of this investment fund or the party related to the management company managing this investment fund.

(7) The depositary shall submit semi-annual reports to the Agency on the investments and transactions referred to in this Article.

(8) The transactions referred to in this Article shall be the subject of regular annual audits of the investment fund's operations. In the report the auditor shall provide its opinion on the fulfilment of the conditions referred to in this Article and whether the investment fund's depositary and the management company acted in the best interests of the investment fund's investors when making such an investment.

Article 163

(Liability of the management company)

(1) The management company shall manage investment funds in compliance with this Act and regulations issued on its basis, and in compliance with other regulations governing its activities, the rules and instruments of incorporation of the investment fund, and the rules of custom of the profession of managing financial investments and shall always keep the interests of the investment fund's investors in mind.

(2) The management company shall be liable to holders of units of the investment fund for any damage caused to the assets of the investment fund it manages with actions that are in conflict with the preceding paragraph.

(3) A depositary carrying out depositary functions for the investment fund shall be entitled to file a claim for compensation for damage referred to in the preceding paragraph on behalf of and for the account of this investment fund.

(4) If the depositary fails to file a claim referred to in the preceding paragraph within 30 days of the receipt of the relevant request from a holder of units of the investment fund or a supervisory board member, such claim may be filed on behalf of and for the account of the investment fund by a holder of units of this investment fund or the supervisory board of the investment fund.

(5) Paragraphs (3) and (4) of this Article shall not preclude the right of the holder of units of the investment fund to claim compensation for damage caused by the management company by violating its obligations concerning the sale, issue, repurchase or redemption? units of investment fund or with the operations referred to in Article 195 of this Act.

(6) The liability for damages of the management company referred to in paragraphs (2) and (5) may be neither limited nor excluded.

6.3. Depositary functions concerning the management of management companies

6.3.1 (The depositary of an investment fund's assets)

Article 164


(1) The assets of the investment fund shall be entrusted to a depositary for safekeeping.

(2) An investment fund may have only one depositary.

(3) The provisions of the law governing alternative investment fund managers, of Article 167 of this Act and of Sub-section 6.3.4 of this Act shall apply to depositaries of APIFs.

(4) Notwithstanding the provisions of the law governing financial operations, insolvency proceedings and compulsory dissolution in the case of bankruptcy proceedings being initiated against the depositary, the assets of the investment fund kept in a separate account referred to in Article 182 of this Act shall be excluded from other assets of the depositary and not available to pay the depositary's ordinary creditors.

Article 165

(Depositary functions)

(1) Under the depositary functions agreement referred to in Article 173 of this Act, a depositary shall perform the following tasks on behalf of the investment fund:

1. management of book-entry securities accounts in compliance with paragraphs (2), (3) and (4) of Article 180 of this Act;

2. ensuring safekeeping of securities in compliance with paragraphs (5) and (6) of Article 180 of this Act and, when the need arises, safekeeping of other assets of the investment fund;

3. management of a special cash account or accounts in compliance with Article 182 of this Act and ensuring that this account is debited only with payments that are allowed from the assets of the investment fund under the investment fund's rules or instruments of incorporation;

4. ensuring that liabilities arising from transactions the management company carries out on behalf of the investment fund are remitted within the usual time limits;

5. ensuring that the net value of the assets of the investment fund and the asset value per unit of the investment fund are calculated in compliance with this Act, the regulations issued on its basis, and the investment fund's rules or instruments of incorporation;

6. ensuring that the income of the investment fund is used in accordance with this Act, the regulations issued on its basis, and the investment fund's rules or instruments of incorporation;

7. ensuring that the sale, issue, re-purchase, redemption and temporary or final suspension of re-purchase or redemption of units of the investment fund are carried out in accordance with this Act and the investment fund's rules or instruments of incorporation;

8. performing other tasks in accordance with this Act.

(2) The depositary shall carry out the instructions of the management company, unless they conflict with the applicable law and the investment fund's rules or instruments of incorporation.

Article 166

(Authorisation to perform depositary functions)

(1) The depositary functions referred to in the preceding Article shall only be performed by:

1. a bank having its registered office in the Republic of Slovenia and authorised by the Bank of Slovenia to perform depositary functions,

2. a branch of a Member State bank established in the Republic of Slovenia in accordance with the law governing banking and authorised by the Bank of Slovenia to perform depositary functions;

3. a branch of a third country bank established in the Republic of Slovenia in accordance with the law governing banking and authorised by the Bank of Slovenia to perform depositary functions.

(2) The depositary shall meet the requirements provided for in the law governing banking.

(3) The Bank of Slovenia shall authorise a bank to perform depositary functions following the preliminary opinion of the Agency.

(4) The law governing banking shall apply, mutatis mutandis, to the authorisation issued by the Bank of Slovenia.

Article 167

(Records of infringements and a depositary's reports on matters relevant for supervision)

(1) A depositary shall provide the Agency, at its request, reports and information on all matters relevant for supervision of the performance of the depositary function for investment funds.

(2) If in the performance of the depositary functions referred to in Article 165 of this Act the depositary detects any irregularities resulting from the activities of the management company that could constitute an infringement of investment fund rules or instruments of incorporation or the provisions of this Act or regulations issued on the basis thereof, the depositary shall inform thereof the management company and the Agency.

(3) The depositary shall keep records of the detected irregularities referred to in the preceding paragraph, which shall include at least the following data:

1. the reference number of the irregularity detected;

2. the date and time when the irregularity was detected and when it happened;

3. a description of the irregularity;

4. documents evidencing the irregularity;

5. measures taken by the depositary to remedy the irregularity;

6. if the regularity has not yet been remedied, reasons for this;

7. when the irregularity is planned to be remedied;

8. the date and time when the irregularity will be remedied;

9. how the irregularity will be remedied, and

10. an assessment of the eventual damage caused to investors or of the consequences arising for investors due to the irregularity.

(4) The depositary shall keep all documents referred to in point 4 of the preceding paragraph according to the reference number of the detected irregularity.

(5) The Agency shall specify the content, the manner and the time limits for the reporting referred to in paragraph (2) of this Article.

Article 168

(The right of a depositary to a fee and reimbursement of costs)

(1) A depositary is entitled to a fee for the exercise of its functions in the amount defined in the investment fund's rules or instruments of incorporation.

(2) The fee for the exercise of the depositary function shall be expressed as a percentage of the annual net value of the investment fund's assets.

(3) The fee for the exercise of its functions shall be paid to the depositary from the investment fund's assets for the period and within the time limits defined in the investment fund's management rules or instruments of incorporation.

(4) The investment fund rules or instruments of incorporation may provide that the depositary may also be reimbursed from the assets of the investment fund, besides the fee referred to in paragraph (1) of this Article, all or some of the following costs arising in relation to the performance of depositary functions:

1. costs related to registering and executing the orders referred to in paragraph of Article 180 of this Act;

2. costs related to keeping and managing accounts of securities or the financial instruments of an individual investment fund held by other banks or other legal persons in accordance with Article 172 of this Act and the connected costs of registering and executing orders and fees and other costs relating to the agreement (contract) between the clearing and depositary company and the depositary bank;

3. payment transaction costs;

4. costs arising from the procedures referred to in paragraph (3) of Article 163 and paragraph (2) of Article 170 of this Act.

6.3.2. Depositary rules

Article 169

(Damage liability of the depositary)

(1) The depositary shall perform its functions in compliance with this Act, the law governing banking and regulations issued on their basis, and in compliance with other regulations governing its activities, the rules of custom of the depositary profession and shall always keep the interests of the investment fund's investors in mind.

(2) The depositary shall be liable to holders of units of the investment fund for which it exercises depositary functions for any damage caused to the assets of the investment fund by operating in conflict with the preceding paragraph.

(3) The management company shall be entitled to file a claim for compensation of damage referred to in the preceding paragraph on behalf of and for the account of the investment fund.

(4) If the management company fails to file a claim referred to in the preceding paragraph within 30 days of the receipt of the written request from a holder of units of the investment fund or a supervisory board member, such claim may be filed on behalf of and for the account of the investment fund by any holder of units of this investment fund or the supervisory board of the investment fund.

(5) Paragraphs (3) and (4) of this Article shall not preclude the right of any holder of units of an investment fund to claim compensation for damage caused by the depositary's failure to discharge the obligation referred to in paragraph (1) of Article 165 of this Act or failure to discharge such correctly.

(6) Liability for damages of the depositary referred to in paragraphs (2) and (5) may be neither limited nor excluded.

Article 170

(The relationship between a depositary and a management company)

(1) A management company and a depositary shall act independently of one another, but each in such a way so as to ensure the maximum benefit to holders of units of the investment fund.

(2)The depositary and the management company shall be authorised to file claims and objections on behalf of and for the account of the investment fund in all judicial proceedings and proceedings before other state authorities concerning the rights, obligations and assets of the investment fund.

(3) In the event of a conflict between procedural acts initiated by the depositary and the management company in the proceedings referred to in the preceding paragraph, procedural acts that are more favourable for the investment fund shall prevail.

(4) The management company shall promptly inform the depositary of the initiation of any proceedings referred to in paragraph (2) of this Article and shall regularly report on the progress of the proceedings.

(5) In the proceedings referred to in paragraph (2) of this Article the management company shall not be allowed free disposition of claims, to reach a settlement or to withdraw a remedy without the consent of the depositary.

Article 171

(Prohibited transactions of a depositary)

(1) A depositary may not conclude any transaction with a management company that a management company may not conclude with a depositary in accordance with Article 162 of this Act.

(2) A depositary may not acquire units of the investment fund for which it exercises depositary functions.

(3) A natural person managing the assets of a depositary may not perform depositary functions under this Act.

(4) The depositary shall adopt rules limiting the sharing of information on the investment fund's assets among the persons referred to in the preceding paragraph and limiting any possible conflicts of interest liable to arise during the performance of depositary functions for the investment fund in relation to other services and activities and assets of the depositary, and also concerning capital links existing between the depositary and other entities and the depositary's ownership structure.

(5) The depositary shall report to the Agency on transactions whose subject are the investment of the investment fund for which it exercises depositary functions with the content, and in the manner and within the time limits prescribed by the Agency.

Article 172

(Delegation of individual depositary functions to another party)

(1) By a written contract, a depositary may delegate to a bank or other legal person that, under the law of a Member State or a third country, is authorised to exercise the depositary functions of managing accounts or keeping securities and that is supervised by a competent authority of a Member State or a third country the task of managing accounts and keeping securities marketed on the organised markets of other Member States or third countries, and other securities of issuing bodies of other Member States or third countries that represent the investments of an individual investment fund, on behalf of and for the account of one or more investment funds that the depositary carries out depositary functions for in accordance with the contract referred to in Article 173 of this Act. The contract referred to in the preceding sentence shall define the relationships, rights and obligations between the depositary of the investment fund and the bank or other legal person referred to in the preceding sentence.

(2) The depositary may grant the delegation referred to in the preceding paragraph if the following conditions are met:

1. the depositary:

- shall, if it intends to conclude a contract with a bank or other legal person not proposed by the management company, obtain prior to concluding the contract referred to in the preceding paragraph the written consent of the management company with which it concluded a depositary functions contract;

- is not a member of the system for offsetting and meeting obligations arising from transactions with securities referred to in the preceding paragraph and of the system for keeping the register of such securities of which the bank or other legal person referred to in paragraph (1) of this Article is a member;

- is capable, in addition to performing depositary functions in the manner referred to in the preceding paragraph, of operating in the best interests of the investors in the investment fund of which it is the depositary;

- by performing depositary functions in the manner referred to in the preceding paragraph, it increases the efficiency of such functions for investment funds and is able to prove this increase at any time, inter alia, by taking into account the offers of competing banks or other legal person to provide the services referred to in the preceding paragraph;

- may at any moment give additional instructions concerning the performance of these functions to the bank or other legal person delegated to exercise the depositary functions of safekeeping or managing accounts of securities or financial instruments in accordance with the provisions of the preceding paragraph, or may at any time revoke the delegation, on the understanding that the revocation shall take effect on the date of granting the delegation to a new legal person or as soon as the depositary assesses that this is crucial in order to protect the interests of individual investors in the investment fund, and

- may at any time obtain all data and documents necessary for the smooth performance of depositary functions from the bank or other legal person delegated to perform the depositary functions of safekeeping or managing accounts of securities or financial instruments in accordance with the provisions of the preceding paragraph, and is able at all times to oversee the performance of individual depositary functions;

2. the carrying out of individual depositary functions in the manner referred to in the preceding paragraph:

- shall not reduce the capacity of the depositary to perform depositary functions and tasks for any investment fund;

- shall not reduce the capacity of the depositary to carry out the instructions of the management company and other contractual obligations according to paragraph (1) of Article 165 of this Act;

- shall not reduce the effectiveness and the feasibility of the supervision by the Agency and the Bank of Slovenia over the depositary in accordance with Article 494 of this Act, and

- the level of protection of holders of units of the investment fund shall be at least equal to the level that would be provided directly by a depositary with whom the management company concluded a depositary functions contract;

3. The bank or other legal person delegated by the depositary to perform the depositary functions of safekeeping or managing accounts of securities or financial instruments in the manner referred to in the preceding paragraph:

- shall keep or record the balance of securities and their turnover for each investment fund in such a way that the depositary and the management company may at any time control the status and the turnover of the securities of any investment fund, and

- shall not manage the assets of such investment funds;

4. the bank or other legal person delegated by the depositary to perform the depositary functions of safekeeping or managing accounts of securities or financial instruments in the manner referred to in the preceding paragraph shall be subject to supervision by the competent authority of the Member State or third country with which the Agency is sharing data and information based on reciprocity, and such cooperation between this authority and the Agency is ensured;

5. the interests of the bank or other legal person delegated by the depositary to perform the depositary functions of safekeeping or managing accounts of securities or financial instruments in the manner referred to in the preceding paragraph are not and will not be in conflict with the interests of investors in the individual investment fund for which the bank or other legal person is delegated to perform depositary functions.

(3) The performance of the depositary functions of safekeeping or managing accounts of securities or financial instruments of an investment fund in the manner referred to in paragraph (1) of this Article shall not limit or exclude the damage liability of the depositary for the performance of such functions.

(4) If the conditions referred to in paragraph (2) of this Article are not met at any time, the depositary shall unilaterally withdraw from the contract referred to in paragraph (1) of this Article. In such a case, the bank or other legal person delegated by the depositary to perform the depositary functions of safekeeping or managing accounts of securities or financial instruments of the investment fund shall not be entitled to compensation for the termination of the contract chargeable to the assets of the investment fund.

6.3.3 A depositary functions contract

Article 173

(A depositary functions contract)

A management company shall conclude a depositary functions contract with the depositary on behalf of the investment fund it manages.

Article 174

(Authorisation to conclude a depositary functions contract)

(1) A management company shall obtain authorisation from the Agency to conclude a depositary functions contract before concluding such a contract.

(2) The application for authorisation to conclude a depositary functions contract shall include the text of the contract, which shall contain, in the case of an EU management company, all of the mandatory elements referred to in Article 175 of this Act.

The Agency shall issue authorisation to conclude a depositary functions contract if the following conditions are met:

1. the contract is in accordance with the instruments of incorporation;

2. the depositary is authorised by the Bank of Slovenia to perform the depositary functions referred to in Article 166 of this Act;

3. the investment fund is or will be established in the Republic of Slovenia.

(4) When a management company has filed an application for authorisation to manage an investment fund, the two decision making processes concerning the conclusion of a depositary functions contract and concerning the authorisation to manage an investment fund shall be joined.

(5) The provisions of this Article shall also apply, mutatis mutandis, to modifications to a depositary functions contract.

Article 175

(Mandatory elements of a depositary functions contract to which an EU management company is party)

A depositary functions contract between the management company of a Member State and a depositary on the performance of depositary functions for an investment fund established under this Act shall contain provisions that allow the depositary of the investment fund to carry out depositary functions in accordance with this Act and with other regulations governing the performance of depositary functions.

Article 176

(Regulation defining the mandatory elements of a depositary functions contract to which an EU management company is party)

The Agency shall specify in detail the mandatory elements of a depositary functions contract referred to in the preceding Article to which an EU management company is party.

6.3.4 Emergency delegation of depositary functions

Article 177

(Emergency delegation of depositary functions)

The Bank of Slovenia shall within three business days at the latest of the following:

1. the expiration of the time limit upon the expiration of which the authorisation shall be terminated, or

2. the day when the depositary is served the Bank of Slovenia's decision to withdraw authorisation to perform depositary functions,

notify the Agency that the depositary's authorisation to perform depositary functions has been terminated or withdrawn.

(2) The Agency shall within three business days at the latest following the receipt of the notification of the Bank of Slovenia referred to in the preceding paragraph appoint an emergency depositary from among the entities authorised under the provisions of this Act to perform depositary functions. The emergency depositary shall assume depositary functions for those investment funds for which such functions had been carried out by the depositary whose authorisation to perform depositary functions has been terminated or withdrawn.

(3) The Agency shall appoint an emergency depositary for each investment fund with a decision on the emergency delegation of depositary functions to the emergency depositary.

(4) The decision referred to in the preceding paragraph shall promptly be served on the depositary whose authorisation has been withdrawn, on the emergency depositary and on the management companies subject to the emergency delegation of depositary functions. The Agency shall notify the Bank of Slovenia of the decision referred to in the preceding paragraph.

(5) In the decision referred to in paragraph (3) of this Article, the Agency shall define, inter alia, the following:

1. investment funds subject to the emergency delegation of depositary functions;

2. activities to be carried out in connection with the emergency delegation of depositary functions, and the manner and conditions for their performance, and

3. the time limit for the execution of the activities referred to in the preceding paragraph.

(6) The emergency depositary shall be deemed to have assumed the performance of depositary functions for the investment funds listed in the Agency's decision on the date of the service of the Agency's decision referred to in paragraph (3) of this Article. Notwithstanding other provisions of this Act, the emergency depositary shall open special accounts within the time period referred to in point 3 of the preceding paragraph. Until the expiry of the time limit referred to in point 3 of the preceding paragraph, all payments for and redemptions of these investment funds shall be suspended.

(7) A request for judicial protection against the Agency's decision referred to in paragraph (3) of this Article shall not stay the execution of the decision.

(8) A management company which had the depositary functions of its investment funds assumed by an emergency depositary in accordance with this Article shall, within 30 days following the delegation of the depositary functions, file an application for authorisation to conclude a new depositary functions contract.

(9) The emergency depositary shall be entitled to the fee for performing depositary functions from the day of the service of the decision referred to in paragraph (3) of this Article until the day of the delegation of the depositary functions to a new depositary.

Article 178

(Eligibility criteria for an emergency depositary)

The Agency shall adopt a regulation defining in detail the criteria for appointing the emergency depositary referred to in paragraph (3) of the preceding Article.

6.4. (Segregation of the assets of an investment fund from those of the management company and of the depositary)

Article 179

(Segregation of assets)

(1) The management company and the depositary shall ensure the segregation of the assets of the investment fund from:

1. the assets of other investment funds in a manner stipulated in Articles 180 to 182 of this Act;

2. their own assets;

3. assets under management in accordance with the provisions of Chapter 5 of this Act.

(2) The provisions of the preceding paragraph shall also apply, mutatis mutandis, to the segregation of the assets of holders of units of individual sub-funds of the same umbrella fund.

Article 180

(Segregation of investments in securities)

(1) A management company may transmit orders to acquire or redeem the securities or financial instruments referred to in Article 237 of this Article separately for each investment fund it manages, or jointly for more than one investment fund it manages.

(2) The depositary shall open for each investment fund it carries out depositary functions a separate depositary sub-account where the status of securities shall be presented for each investment fund separately.

(3) The management company shall have the right to directly view the status and the turnover of the securities in the accounts of the investment funds it manages, however, it shall not be authorised to register orders to dispose of securities in these accounts.

(4) Only a depositary exercising depositary functions for an investment fund shall be authorised to register and execute orders to dispose of securities on behalf of such an investment fund. A depositary may delegate, by a contract referred to in paragraph (1) of Article 172, to a bank or other legal person with which it has concluded a contract referred to in paragraph (1) of Article 172, the function of registering and executing orders to dispose of securities admitted to trading on a regulated market of other Member States or a regulated market of a third country, and the securities of other issuers from other Member States or third countries that represent the investments of an individual investment fund.

(5) On behalf of an investment fund it manages, the management company shall hand over to the depositary for safekeeping securities issued as written instruments.

(6) The depositary shall keep the securities of each individual investment fund referred to in the preceding paragraph segregated from the securities of other investment funds and from other securities in its safekeeping.

(7) The management company shall define in its internal regulations the manner of joint transmission of orders referred to in paragraph (1) of this Article for more than one investment fund under its management, and the manner of segregation and recording of such orders. The depositary that carries out depositary functions for the investment fund shall also consent to the above procedures.

Article 181

(Segregation of other assets)

(1) The management company shall conclude, on behalf of and for the account of the investment fund, a contract with a bank in respect of the investments of the investment fund in bank deposits. It shall be made clear in the contract that it has been concluded on behalf of and for the account of the investment fund.

(2) The provisions of the preceding paragraph shall apply, mutatis mutandis, also to the investment fund's investments in other forms of liquid assets other than securities.

Article 182

(Separate cash account)

(1) For each investment fund it manages, a management company shall open a separate cash account for cash contributions and redemptions in respect of transactions entered into by the management company on behalf of each investment fund.

(2) The management company managing the investment fund shall open a separate cash account of this fund with the depositary exercising depositary functions for this fund.

(3) Payments and redemptions in respect of the units of the investment fund shall also be booked to the investment fund's separate cash account referred to in paragraph (1).

4. The depositary shall not be authorised to execute a management company's redemption order chargeable to a special cash account if such redemption would be in violation of this Act or the investment fund's management rules or instruments of incorporation.

6.5. General rules relating to the assets of investment funds

Article 183

(The assets of investment funds and their ratio)

(1) The assets of an investment fund shall comprise investments and other assets expressed as the value defined on the basis of the rules for the valuation of assets provided for in Sub-section 6.7.4. of this Act.

(2) The forms of permissible investments, asset ratios and exposure of mutual funds are defined in Section 7.4. of this Act, while they are defined in Sub-section 10.1.2. for alternative funds and investment companies.

(3) The Agency shall specify detailed rules for calculating the ratio of assets and the exposure of investment funds.

Article 184

(Prohibition of significant influence over the management of an issuing body)

(1) None of the investment funds managed by the same management company shall acquire any shares carrying voting rights that would enable the management company to exercise significant influence over the management or the management board of an issuing body.

(2) Notwithstanding the preceding paragraph, each investment fund may hold no more than:

1. 10% of all non-voting shares of a single issuing body;

2. 10% of the debt securities of a single issuing body;

3. 10% of the money market instruments of a single issuing body;

4. 25% of the units of the underlying fund.

(3) The restrictions referred to in points 2, 3 and 4 of the preceding paragraph may be disregarded at the time of the first time acquisition of financial instruments if at that time their value cannot be accurately calculated.

(4) Paragraphs (1) and (2) of this Article shall not apply to transferable securities and money market instruments issued or guaranteed by the Republic of Slovenia, a self-managed local community thereof, a Member State, a local or regional authority thereof, a third county from the list defined by the Agency, or an international organisation to which one or more Member States belong.

(5) Paragraphs (1) and (2) of this Article shall not apply to securities representing investments of an investment fund in the capital of a company that has its registered office in a third country that invests its assets mainly in the securities of issuing bodies that have their registered offices in that country, where under the legislation of that country such a holding represents the only way in which the investment fund can invest in the financial instruments of issuing bodies of that country. Derogation from paragraphs (1) and (2) of this Article is only admissible if the assets of a company that has its registered office in a third country comply with the limits referred to in Articles 238, 239 and 242 of this Act and paragraphs (1), (2) and (3) of this Article. If the assets of a company having its registered office in a third country do not comply with the limits referred to in Articles 238, 239 and 242 of this Act, the provisions of Article 185 of this Act shall apply mutatis mutandis.

(6) Notwithstanding paragraph (1) of this Article, a management company shall not acquire a qualifying holding referred to in paragraph (2) of this Act on behalf of the investment funds it manages in a depositary that exercises depositary functions for such investment funds.

(7) The Agency shall adopt a regulation determining detailed criteria for establishing significant influence over the management of an issuing body referred to in paragraph (1) of this Article.

Article 185

(Derogation from the rules on holdings and exposure)

(1) The exposure and holdings of an investment fund may derogate from the rules determined by Section 7.4 of this Act for mutual funds and by Sub-section 10.1.2. for alternative funds and investment companies and from the rules on investments and assets determined in the rules or instruments of incorporation of the investment fund:

1. for six months following the date of their authorisation;

2. when for the account of the management fund and from its securities or money market instruments that are part of its assets the right of subscription or acquisition of new financial instruments is exercised or due to other

corporative actions of the issuing body that are beyond the control of the management company managing the investment fund;

3. for other reasons beyond the control of the management company managing the investment fund.

(2) When the exposure and holdings of an investment fund deviate for the reasons referred to in points 2 and 3 of the preceding paragraph, the management company managing the investment fund shall:

1. promptly adopt and implement measures to remedy the deviation;

2. promptly submit to the Agency a report describing the kind and scope of the deviation, the reasons for the deviation, the measures referred to in the preceding point and the time limit when the deviation will be remedied.

(3) The management company shall remedy deviations in respect of the exposure and holdings of the investment fund referred to in point 2 of paragraph (1) of this Article within six months following the date of occurrence of the deviation at the latest, while the time limit for remedying the deviations referred to in point 3 of paragraph (1) of this Article shall be defined by the Agency.

Article 186

(Assets management techniques)

(1) If the rules or the instruments of incorporation so provide, the management company may, for the purpose of efficient management of the investment fund's investments in transferable securities and money market instruments, use assets management techniques, for which the Agency shall determine the admissible types and characteristics and other pertinent rules.

(2) If the management company uses as the assets management technique the use of derivative instruments with the intention to protect the assets of the investment fund against risks, the provisions of Section 7.4 of this Act on derivative instruments shall apply to the derivative instruments.

(3) The use of assets management techniques referred to in paragraph (1) of this Article and their consequences shall not be prejudicial to the investment goals and policy of the investment fund as defined in its rules or instruments of incorporation.

(4) In respect of management techniques, the Agency shall prescribe the:

1. types and characteristics of admissible assets management techniques referred to in paragraph (1) of this Article;

2. any other conditions to be met by an investment fund when using individual assets management techniques.

Article 187

(Risk management of an investment fund)

(1) A management company shall ensure for each investment fund it manages an efficient risk management process enabling the establishment and measurement on an ongoing basis of all types of risks arising from adopted positions, and their contribution to the overall risk exposure of the investment fund.

(2) In order to manage the risks referred to in the preceding paragraph, the management company shall prepare and implement on an ongoing basis a risk management plan for each investment fund it manages.

(3) In managing risks, a management company shall not solely or automatically rely on credit ratings issued by credit rating agencies in assessing the creditworthiness of bodies issuing the financial instruments in which the assets of the investment fund are invested, and of the entities to which the investment fund is exposed.

(4) Taking into account the nature, scale and complexity of the risk management of the investment fund, the Agency shall assess whether the management company referred to in the preceding paragraph complies with the provisions of the preceding paragraph and, where appropriate, instruct the management company to reduce the sole and automatic reliance on such credit ratings.

(5) A management company shall report to the Agency at least once a year on the types of derivative instruments in which the management company has invested the assets of the investment fund, on the risks linked to these transactions, on the need to limit exposure and methods that were put in place to measure such risks.

(6) The Agency shall prescribe the following concerning the risk management of the investment fund referred to in this Article:

1. the detailed content of the risk management plan of the investment fund referred to in paragraph (2) of this Article;

2. the method and time limits for submitting the risk management plan of the investment fund, or any modifications thereto;

3. the detailed method and time limits for reporting referred to in the preceding paragraph.

Article 188

(Borrowing)

(1) Borrowing by an investment fund shall only be admissible if:

1. the latest version of the management rules or instruments of incorporation allow for borrowing;

2. the current liabilities from borrowings do not exceed 10% of its assets;

3. the purpose of borrowing is to ensure the shot-term liquidity of the investment fund;

4. the maturity of loans do not exceed six months;

5. borrowing conditions are in line with usual market conditions.

(2) Borrowing in a foreign currency in order to manage foreign exchange rates risks shall be admissible only if the investment fund acquires foreign currency by means of a "back-to-back" loan. The restrictions referred to in points 2 to 5 of the preceding paragraph shall not apply to the borrowing referred to in the preceding sentence.

(3) The management company shall keep records of the borrowing referred to in the preceding paragraph of each investment fund covering the nature, maturity and amount of exchange rate risks, the method of managing those risks through obtained loans and the amount and the conditions of the loans obtained and granted.

Article 189

(Guarantees and loans granted)

(1) It shall not be permitted to act as guarantor on behalf of third parties or to grant loans other than the loans referred to in the preceding Article on behalf of the investment fund.

(2) Any transaction contrary to this Article shall have no legal effect on the investment fund.

(3) Notwithstanding the provisions of the preceding paragraph, the investment fund may acquire transferable securities, money market instruments and other financial instruments referred to in points 5, 7, and 8 of paragraph (1) of Article 237 of this Act that are not fully paid.

Article 190

(Uncovered sales of financial instruments)

(1) It shall not be permitted to conclude on behalf of the investment fund a sales contract or to sell transferable securities, money market instruments or other financial instruments referred to in points 5, 7 and 8 of paragraph (1) of Article 237 of this Article that are among the assets of such investment fund, if at the moment of concluding the contract of sale or the sale the investment fund is not their holder and the operation would result in an uncovered sale.

(2) Acting contrary to the prohibition referred to in the preceding paragraph shall not affect the validity of the transaction.

Article 191

(Pledging assets)

(1) The assets of an investment fund shall not be pledged or otherwise encumbered.

(2) Notwithstanding the preceding paragraph, the assets of an investment fund may be pledged for the purpose of securing the borrowing referred to in paragraph (1) of Article 188 of this Act, however, the value of the pledged asset shall not exceed the limit referred to in point 2 of paragraph (1) of Article 188 of this Act.

(3) Any transaction contrary to paragraphs (1) and (2) of this Article shall have no legal effect on the investment fund.

Article 192

(Prohibition of enforcement)

Enforcement against the assets of an investment fund shall not be permitted.

6.6. Duration of an investment fund

Article 193

(Duration of an investment fund)

An investment fund shall be established for a limited or unlimited duration.

6.7. (Informing investors)

6.7.1. General provisions

Article 194

(Documents, reports and other publications)

(1) A management company shall:

1. issue for each open-end investment fund it manages the prospectus referred to in Sub-section 6.7.2. of this Act and for each investment company it manages, a basic prospectus in accordance with the ZTFI;

2. issue for each investment fund it manages the audited annual and semi-annual reports referred to in Sub-section 6.7.4. of this Act, and

3. issue for each open-end investment fund it manages the key investor information document referred to in Sub-section 6.7.3. of this Act.

(2) The management company shall also keep investors in open-end investment funds promptly informed of the matters determined by Sub-section 6.7.6. of this Act.

(3) Unless otherwise provided for by this Act, the documents and reports referred to in paragraph (1) of this Article and the matters referred to in the preceding paragraph shall be published in the Slovenian language.

(4) The latest versions of the documents and reports referred to in paragraphs (1) and (2) of this Article shall be published on the management company's website.

Article 195

(Liability of the management company regarding the provision of truthful and full information)

(1) The management company shall be objectively liable to the holders of units of the investment fund for any loss suffered due to:

1. payment for or realisation of units of the investment fund, or

2. failure to realise the units of the investment fund when such acts or failures to act were made by the holder of units of the investment fund on the basis of documents or reports referred to in paragraph (1) of the preceding Article that contain false, misleading or incomplete data or information.

(2) The provisions of the preceding paragraph shall also apply to the damage liability of the management company when the acts or failures to act of a holder of units of the investment fund referred to in the preceding paragraph were made on the basis of false, misleading or incomplete information:

1. that is contained in other publications of the management company, or

2. data or statements submitted to the holder of units of the investment fund by persons that market units of the investment fund on behalf of and for the account of the management company.

6.7.2. (Open-end investment fund prospectus)

Article 196

Content of the prospectus

(1) The prospectus shall provide important information on the financial and legal status of the investment fund, the types of investments and asset management techniques, the risks attached to the investment policy, the types of costs charged to the investment fund, the minimum amount of payment in the investment fund and other information necessary for an investor to be able to make an informed judgment of the adequacy of an investment in the units of the investment fund.

(2) When a management company intends to trade in derivative financial instruments on behalf of the investment fund the prospectus shall include an explicit statement on whether such transactions are intended to protect the investment fund or to achieve its investment goals, and a description of the possible impact of the use of derivative financial instruments on the risk profile of the investment fund.

(3) Where an investment fund unit value is likely to fluctuate considerably due to the composition of the investments or asset management techniques used, the prospectus and, if necessary, all advertisements shall include an explicit statement indicating such characteristics of the investment fund.

(4) The prospectus and all advertisements of an investment fund whose assets are primarily invested in investments other than transferable securities or money market instruments, or if the composition of its assets reflects the composition of accepted financial indexes, shall include an explicit statement indicating such characteristics of the investment fund.

(5) The prospectus shall indicate where and how the audited annual and semi-annual report of the investment fund are available to investors free of charge.

(6) The investment fund rules, if such rules exist, shall be included in the prospectus.

Article 197

(Authorisation to publish the prospectus of an investment fund)

(1) A management company shall obtain the authorisation of the Agency to publish the prospectus of an open-end investment fund before beginning to market its units.

(2) An application for authorisation to publish a prospectus shall include the text of the prospectus.

(3) The Agency shall authorise the publication of a prospectus whose content is in accordance with the content referred to in the preceding Article and in the Agency's regulation specifying the content of an open-end investment fund prospectus.

(4) Paragraphs (1) to (3) of this Article shall apply mutatis mutandis to any changes in the prospectus, unless paragraph (5) of this Article or Article 198 of this Act provide otherwise.

(5) Authorisation shall be deemed to have been granted if within 30 days following the receipt of the application to authorise the change in the prospectus the Agency fails to decide on the application and fails to request that the management company either correct or supplement its application.

(6) When a management company has filed an application for authorisation to manage an investment fund, the two decision-making processes concerning the authorisation to publish the investment fund prospectus and concerning the authorisation to manage the investment fund shall be joined.

Article 198

(Exemption from the obligation to obtain authorisation to publish a prospectus)

The Agency's authorisation to amend the prospectus shall not be required when such amendment concerns the content determined by the Agency and which is not an integral part of the fund's rules.

Article 199

(Updating a prospectus and submitting it to the Agency)

(1) A management company shall, at least annually, update the prospectus in the part containing the content referred to in the preceding Article, taking into account the data on the fund's operation for the previous financial year.

(2) The management company shall publish the updated prospectus and submit it to the Agency within 35 business days after 31 December each year at the latest.

(3) When a management company manages an EU UCITS it shall submit the prospectus of the EU UCITS and any modifications thereof also to the Agency at its request.

6.7.3 The key investor information document

Article 200


1. The key investor information document shall provide investors with a clear, unambiguous and understandable description of the essential characteristics of the investment fund.

(2) The content of the key investor information document shall not be misleading.

3. The key investor information document shall enable any investor to understand the risks and consequences associated with the acquisition of units of an open-end investment fund.

(4) The content of the key investor information document shall be consistent with the content of the prospectus.

5. The key investor information document shall be drawn up as a complete whole and shall not make reference to any other document.

Article 201

The content of the key investor information document

1. The key investor information document shall include:

1. identification of the open-end investment fund and the management company;

2. a short description of its investment objectives and investment policy;

3. a risk/reward profile of the open-end investment fund, including information on the risks associated with the investments in an open-end investment fund;

4. the costs and commissions chargeable to the open-end investment fund or holders of its units;

5. past yields or, for the structured open-end investment funds referred to in paragraph (1) of Article 36 of Commission Regulation (EU) No 538/2010, a simulation of the future yield of the open-end investment fund;

6. practical information for investors.

(2) The Agency shall determine the particular requirements for the key investor information document of open-end APIFs.

Article 202

(Changes to the key investor information document)

(1). The key investor information document shall be kept up to date.

(2) The management company shall change and update the key investor information document only in the manner and in the time limits provided for by Commission Regulation (EU) No 583/2010.

Article 203

(Submitting the key investor information document to the Agency)

The management company shall send the changes to the key investor information document for each open-end investment fund it manages in the Republic of Slovenia to the Agency not later than on the date when such information becomes available to the public.

6.7.4. Audited annual and semi-annual reports

Article 204

Books of account of an investment fund

(1) For each investment fund it manages, a management company shall:

1. keep books of account, draw up bookkeeping documents, value bookkeeping items and prepare periodic reports in accordance with this Act and the regulations issued on the basis thereof;

2. organise its operations, and keep its books of account, business documentation and other administrative and business records up to date, in such a way that it is possible to verify at any time whether the investment fund is operating in accordance with this Act and the regulations issued on the basis thereof, or in such a way that it is possible to verify at any time any individual transaction carried out by the management company on behalf of its client.

(2) If the assets of the investment fund under management include derivative financial instruments traded on markets of institutional investors and immovable property, the management company shall put in place processes for accurate and independent assessment of the value of such investments.

Article 205

(Annual and semi-annual reports of an investment fund)

(1) The annual report of an investment fund shall include:

1. a statement of assets and liabilities;

2. a statement of profit and loss;

3. a cash-flow statement;

4. a statement of the movement of the value of the unit of the investment fund and the number of units in circulation or a statement of the developments concerning the capital of the investment company,

5. an annex with an explanation of the financial statements;

6. a report on the activities of the financial year.

(2) The provisions of the ZGD-1 on the annual report of a large company shall apply to the annual report of an investment fund.

(3) The management company shall draw up the annual report of the investment fund for each financial year, and a semi-annual report covering the first six months of the financial year, comprising the statement of assets and liabilities, the statement of profit and loss and the annex explaining the financial statements.

(4) The financial year of the investment fund shall correspond to a calendar year.

Article 206

(Regulation on the annual report of an investment fund)

On the basis of an opinion previously delivered by the Slovenian Audit Institute, the Agency shall prescribe detailed rules regarding the annual reports of investment funds, including:

1. an analytic chart of accounts of investment funds;

2. a plan of the annual and semi-annual statements of accounts of investment funds;

3. the content of the annex explaining the annual or semi-annual statements of investment funds;

4. the rules for assessing items in statements of accounts of investment funds;

5. detailed rules concerning processes for accurate and independent assessment of the value of derivative financial instruments traded on the markets of institutional investors and immovable property referred to in paragraph (2) of Article 204 of this Act.

Article 207

(Auditing the annual report)

(1) The annual report of an investment fund shall be audited in the manner and under the conditions provided by the law governing the audit of annual reports of companies unless otherwise provided for by this act or any regulation issued on its basis.

(2) The auditor shall audit and report in particular on the following:

1. the statements of account of the investment fund;

2. compliance with the provisions of this Act and regulations on the management of investment funds issued on its basis;

3. the correctness and completeness of information and reports submitted to the Agency and of published information on the operation of the investment fund.

(3) On the basis of an opinion previously delivered by the Slovenian Audit Institute, the Agency shall specify the format, the minimum scope and the content of the audit and of the auditor's report.

(4) The Agency may require an audit firm to provide additional explanations in connection with an audit.

(5) If the audit or the audit report are not done in compliance with paragraphs (3) and (4) of this Article or in compliance with the regulation referred to in paragraph (3) of this Article, the Agency shall request the management company managing the investment fund to arrange with the auditing company appropriate amendments and corrections with an annex to the concluded contract; on this basis the auditor shall amend and supplement its report.

(6) A management company shall replace an auditing company that has audited the annual report of the investment fund at least every five consecutive years.

Article 208

(Submitting audited annual and semi-annual reports to supervisory authorities and organised market operators)

(1) A management company shall submit to the Agency an audited annual report of an open-end investment fund it manages within 15 days of the receipt of the auditor's report and not later than four months after the end of the financial year, and shall submit a semi-annual report within two months of the end of the half-year concerned.

(2) When a management company manages an EU UCITS it shall submit the annual and semi-annual reports of the EU UCITS also to the Agency at its request.

(3) When units of an open-end investment fund are traded on the organised securities market the management company shall submit the audited annual and semi-annual reports of the investment fund referred to in paragraph (1) of this Article to the operator of such market.

(4) The provisions of the ZTFI shall apply to the submission of the annual and semi-annual reports of the investment company.

6.7.5 Delivering documents and reports to investors

Article 209

(Delivering the key investor information document)

(1) A management company or any person marketing units of a mutual fund, APIF or EU UCITS in the Republic of Slovenia on behalf of the management company shall deliver to investors the key investor information free of charge before the signing of the subscription agreement to join the mutual fund, APIF or EU UCITS.

(2) A provider of financial products sold in the Republic of Slovenia offering direct exposure of the investor to an APIF or UCITS or one that includes an APIF or UCITS, shall provide investors with the key investor information free of charge before their payment.

(3) A management company managing an APIF or UCITS shall provide the persons who established the financial product referred to in the preceding paragraph or to persons marketing such product in the Republic of Slovenia the key investor information document at their request.

Article 210

(Accessibility of the prospectus and audited annual and semi-annual reports)

(1) Investors shall be able to access the prospectus and the latest audited annual and semi-annual reports of an investment fund on the website of the management company and at all subscription points where units of the investment fund are marketed.

(2) Investors shall be ensured access to the documents referred to in the preceding paragraph also in cases when the management company staff or other persons authorised by the management company market units of the investment fund outside of subscription points.

(3) Investors may at any time request a copy of the prospectus and of the latest audited annual and semi-annual reports of the investment fund free of charge.

Article 211

(The manner of delivering documents and reports)

(1) The prospectus of an open-end investment fund and the key investor information document shall be delivered to investors in a paper copy, they may be delivered in a durable medium other than paper or by means of a website, subject to the conditions determined by Article 38 of Commission Regulation (EU) No 538/2010.

(2) The latest annual and semi-annual reports of an investment fund shall be available to investors in the manner specified in the prospectus of the investment fund, or, if the prospectus does not specify it, in the manner referred to in the preceding paragraph.

(3) Notwithstanding the preceding paragraph, a management company shall deliver a paper copy of the latest audited annual or semi-annual reports of the investment fund to investors at their request and free of charge.

6.7.6 (The publication of other information)

Article 212

(Monthly report)

A management company shall draw up monthly reports on the operation of an open-end investment fund for investors, and shall publish such by the 15th day of the month for the preceding month.

Article 213

(Publication of the value of units)

A management company shall ensure that the information on the net value of the unit of an open-end investment fund and on the movement of the value of such units is made public.

Article 214

(Publication of legal and business events)

(1) A management company shall make public, as soon as possible, any legal or business event concerning:

1. an open-end investment fund it manages, or

2. the management company

that could have a significant impact on the operation of the open-end investment fund.

(2) The management company shall inform the Agency of the legal and business events referred to in the preceding paragraph no later than concurrently with making such information public.

Article 215

Providing supplementary information

Upon request, for each investment fund it manages, a management company shall also provide supplementary information relating to the quantitative limits that apply in the risk management of the investment fund, to the methods chosen to this end and to the recent evolution of the main risks and yields of the instrument categories.

Article 216

(Regulation on the manner, content and time limits of publications)


1. the detailed content of the monthly report on the operation of an investment fund referred to in Article 212 of this Act and the manner of its publication;

2. the detailed manner, content and time limits of the publications referred to in Articles 213 and 214 of this Act.

6.7.7. Informing investors in the Republic of Slovenia by an EU management company

Article 217

(Providing information to investors in the Republic of Slovenia)

(1) Where units of UCUTS are marketed in the Republic of Slovenia, the management company shall provide to investors in the Republic of Slovenia all the information and documents relating to the operations of such UCUTS it provides to investors in the Member State in which the UCITS has its registered office or is established.

(2) Notwithstanding the preceding paragraph, the documents and information on the EU UCITS shall be provided to unit-holders of the investment fund who acquired such units in the Republic of Slovenia, and shall be available also after the cessation of the marketing of such fund in the Republic of Slovenia for as long as there are unit-holders of such fund who have acquired its units in the Republic of Slovenia.

(3) The management company of a Member State shall provide the information and documents referred to in paragraph (2) of this Article in the manner prescribed for each type of document or information concerning mutual funds by this Act.

(4) Notwithstanding the preceding paragraph, the laws of the Member State where the fund has its registered office or is established shall apply to the frequency of the publication of the price of units of the EU UCITS.

(5) The documents and information on the EU UCITS referred to in paragraphs (1) and (2) of this Article shall be made available or provided to investors in the Republic of Slovenia no later than on the date when they are made available or provided to investors in the Member State where the fund has its registered office or is established.

Article 218

(The language of documents)

(1) The key investor information document on an EU UCITS referred to in point 4 of paragraph (2) of Article 138 of this Act shall be made available to investors in the Republic of Slovenia in the Slovenian language.

(2) Other documents or information on an EU UCITS shall be made available or provided to investors in the Republic of Slovenia in either Slovenian or English.

(3) A management company of a Member State shall be responsible for the credibility and authenticity of the documents and information referred to in paragraphs (1) and (2) of this Article.

Article 219

(Providing the documents of an EU UCITS to the Agency)

The Agency may request at any time that a management company of a host Member State that markets units of a Member State UNICTS in the Republic of Slovenia send it the documents and any amendments thereto in respect of the UCUTS referred to in paragraph (1) of Article 194 of this Act.

7. MUTUAL FUNDS

7.1. General provision

Article 220


The provisions of this Chapter applicable to a management company shall also apply to an EU management company managing a mutual fund established in the Republic of Slovenia, unless otherwise provided for by any Article hereof.

7.2 Mutual fund – definition

Article 221

(A mutual fund as separate assets)

(1) A mutual fund is a fund whose assets are separate from the assets of the management company that manages the fund, and from other assets managed by the management company.

(2) An investor who invests into a mutual fund becomes a holder of an investment coupon of the mutual fund. The investment coupon of the mutual fund provides the investor with the rights referred to in paragraph (1) of Article 227 of this Act.

(3) Mutual funds shall have no legal personality.

Article 222

(The name of a mutual fund)

(1) The name of a mutual fund shall contain an element indicating that this is a mutual fund, and an element disclosing the fund's investment policy or the fund's primary investment objectives.

(2) Except in fund's rules, the prospectus and the key investor information document, mandatory reports and publications under this Act and in cases provided for by other acts, a mutual fund may use a short name without an indication that it is a mutual fund.

Article 223

(Mutual fund units)

The assets of a mutual fund shall be divided into equal units.

Article 224

The value of a mutual fund unit

(1) The value of a mutual fund unit shall be the net value of the total assets of the mutual fund divided by the number of units of the mutual fund in circulation.

(2) The value of the mutual fund unit shall be calculated as per the balance on the last business day of the accounting period referred to in Article 225 of this Act (the cut-off date).

(3) The Agency shall prescribe detailed rules for calculating the net value of the fund’s assets, ), the value of the mutual fund unit, the unit value of different classes of investment coupons of the mutual fund, and for actions to be taken in the event of errors in the calculation of the above values.

Article 225

(The accounting period for the calculation of the net asset value)

The accounting period for the calculation of the net asset value of a mutual fund shall be from the first to the 15th day of a month and from the 16th day to the end of a month, unless the mutual fund's rules provide for shorter accounting periods.

Article 226

(Records of holders of investment coupons)

(1) For each mutual fund under management the management company shall keep records of holders of investment coupons.

(2) For the purpose of maintaining records of holders of investment coupons in accordance with this Act, the data referred to in paragraph (5) of Article 231 of this Act shall be collected directly from the persons concerned.

(3) Notwithstanding the preceding paragraph, in cases when the management company is unable to obtain correct and complete data from investors in order to keep the records of holders of investment coupons, the company may, on the basis of a reasoned request in writing, obtain from the competent tax authority the investor's tax number, personal name, address, and date and place of birth. The management company shall be authorised to use these data solely for the purpose of keeping the records of holders of investment coupons according to this Act and for implementing the law governing tax procedures, and acts governing taxation of holders of investment coupons of investment funds, and for preventing money laundering and the financing of terrorism.

(4) The Agency shall specify the manner and content of the keeping of the records of holders of mutual fund investment coupons, except for the part regulating the processing of personal data.

7.3. Investment coupons of mutual funds

7.3.1. Investment coupons as securities

Article 227

(Investment coupons as securities)

(1) Investment coupons are securities issued by a management company denominated in one or more units or a part of a unit of the assets of a mutual fund and conferring upon their holder the following rights:

1. the right to request from the management company the payment of the redemption value of the mutual fund unit in which the investment coupon is denominated;

2. the right to the payment of a proportionate part of the liquidation estate in the event of the liquidation of the mutual fund;

3. the right to the payment of a proportionate part of the net profit or revenue of the mutual fund if so provided for by the fund rules.

(2) Investment coupons are registered securities.

(3) Investment coupons may be transferable.

(4) The investment coupons of individual mutual funds shall be either transferable or non-transferable, regardless of the sequence of their issue.

(5) The investment coupons of a mutual fund issued as transferable securities shall be issued as book-entry securities.

(6) A management company may admit transferable securities to trading on a regulated market only if the investment coupons of the mutual fund represent the same number of units of the mutual fund.

(7) The Agency shall prescribe the conditions for admitting, trading and settling transactions involving investment coupons on a regulated market and shall draw up a list of regulated markets where the investment coupons of a mutual fund may marketed.

(8) The acquisition and sale of the transferable investment coupons of a mutual fund outside a regulated market, payments and redemptions made the basis of such transactions, and the transfer of ownership of investment coupons shall not be permitted. Any transaction concerning the acquisition and sale as well as the transfer of ownership of investment coupons in contravention of this paragraph shall be null and void.

(9) Notwithstanding the preceding paragraph, the management company or the authorised person referred to in Section 3.5 of this Act authorised to acquire and sell the investment coupons of a mutual fund, shall be permitted to acquire and sell on behalf of such mutual fund the investment coupons of the mutual fund outside a regulated market directly from or for the investors or holders of these investment coupons.

(10) When a management company issues different classes of investment coupons the provisions of this Act referring to investment coupons shall apply to each class separately.

(11) In exception, the management company may transfer a non-transferable investment coupon to another investor. This may only be done on the basis of a court decision or other decision or order issued by a state authority or other person holding public authority.

Article 228

(Essential elements of an investment coupon)

(1) Investment coupons issued as paper instruments shall be composed of the following essential elements:

1. an indication that the coupon is a mutual fund coupon, and in the event the management company issues different classes of investment coupons, an indication of the investment coupon class;

2. the name of the mutual fund;

3. the company name, the registered office and the registration number of the management company that is the issuer of the investment coupon;

4. the company name and the registered office or the personal name of the person to which the investment coupon is issued, and an indication whether the coupon is transferable or not;

5. the number of units of the mutual fund in which the investment coupon is denominated;

6. the obligations of the management company and the rights of the holder of the investment coupon;

7. the serial number;

8. the place and date of issue;

9. the signature or facsimile signature of the members of the management company’s management board.

(2) A copy from the record of holders of investment coupons containing all the elements referred to in the preceding paragraph shall be considered an investment coupon and shall be provided to the holder of the investment coupon on request and free of charge.

(3) Notwithstanding the provisions of the law governing dematerialised securities, an investment coupon issued as a book-entry security shall have the following essential elements recorded in the central register:

1. an indication that the investment coupon is a mutual fund coupon;

2. in the event the management company issues different classes of investment coupons, an indication of the investment coupon class;

3. the name of the mutual fund, the company name, the registered office and the registration number of the management company that is the issuer of the investment coupon;

4. the company name and the registered office or the personal name of the person to which the investment coupon is issued;

5. an indication whether the coupon is transferable or not, the number of units of the mutual fund in which the investment coupon is denominated, the obligations of the management company and the rights of the holder of the investment coupon, and the date of entry of the investment coupon in the central register.

7.3.2. Payment for and redemption of investment coupons

Article 229

(Payment for an investment coupon)

(1) Investment coupons may only be paid for in cash.

(2) When the investment policy of a mutual fund reflects the composition of a recognised financial index, the investment coupon may be paid for, by derogation from the preceding paragraph, with the transferable securities referred to in points 1 to 3 of paragraph (1) of Article 237 of this Act in shares reflecting the composition of the financial index.

(3) The Agency shall specify the conditions and restrictions concerning payment with the transferable securities referred to in the preceding paragraph.

(4) When a holder requests that the management company redeem the redemption value of the mutual fund investment coupon, with immediate payment for the investment coupons of another mutual fund under the management of the same management company, the request for redemption and for acquisition shall be considered simultaneously. The same shall apply to transfers among different classes of investment coupons of the same mutual fund.

Article 230

(Investment coupon value)

(1) The value of an investment coupon shall be the number of units of the mutual fund in which the investment coupon is denominated multiplied by the asset unit value of the mutual fund.

(2) The purchase value of an investment coupon shall be the value of the investment coupon increased by the entry charges referred to in paragraph (4) of Article 245 of this Act.

(3) The redemption value of an investment coupon shall be the value of the investment coupon decreased by the exit charges referred to in paragraph (5) of Article 245 of this Act.

Article 231

(Acceptance of a mutual fund's rules)

(1) An investor accepts a mutual fund's rules by submitting a declaration of acceptance to the management company.

(2) The declaration of acceptance shall be done in writing.

(3) When the mutual fund's rules so provide, the declaration of acceptance shall be provided on the form defined in the rules.

(4) Notwithstanding paragraph (2) of this Article, the fund's rules may allow for the declaration of acceptance to be submitted in appropriate electronic form.

(5) The declaration of acceptance shall comprise:

1. the company name, the registered office, the registration number or personal name, address and date of birth and the VAT number of the investor;

2. a declaration that the declaration refers to the mutual fund's rules, the name of the mutual fund, the investment coupon class in the event there are different classes of investment coupons, the company name and the registered office of the management company;

3. a declaration by the investor of acceptance of the mutual fund's rules;

4. a declaration by the investor that it has been provided with the document containing key investor information before acceptance;

5. other information provided for in the mutual fund's rules.

(6) The investor shall pay the purchase value of the investment coupon by making a payment into a separate cash account of the mutual fund.

Article 232

(The conversion of investment coupon payments into mutual fund units)

(1) The payments for investment coupons made in an accounting period shall be converted into the units of the mutual fund at the purchase value of the units as of the last day of the relevant accounting period.

(2) The management company shall issue to the holder investment coupons denominated in the appropriate number of units of the mutual fund, calculated in accordance with the preceding paragraph, within five business days of the end of the accounting period in which the payment into the separate cash account of the mutual fund was made.

Article 233

(Redemption of mutual fund investment coupons)

(1) A mutual fund shall redeem its investment coupons at the request of any holder of investment coupons.

(2) Notwithstanding the preceding paragraph, the mutual fund may in exceptional cases or where circumstances so require, for the protection and in the interests of holders of investment coupons, under the conditions and in the cases provided for by the Agency and the fund rules, do the following:

1. temporarily suspend the redemption of investment coupons, or

2. carry out temporary partial redemption of investment coupons under the deferred items on the balance sheet of assets according to the criterion of liquidity.

(3) When the measure referred to in point 2 of the preceding paragraph is implemented, the investment coupons of holders who requested the redemption of investment coupons shall be redeemed by the deadline for redemption only according to the proportional share of the liquid assets of the mutual fund, and such shall be redeemed according to the proportional share of the non-liquid assets as soon as such assets are liquidated in the minimum amount allowing for the redemption of all investment coupons of holders who concurrently requested the redemption of investment coupons, and such coupons have not been redeemed.

(4) The Agency may request the temporary suspension of the redemption of investment coupons when it considers that such suspension is in the interests of holders of investment coupons.

(5) When a management company decides to implement the measures referred to in this Article it shall promptly communicate its decision to the Agency and the competent authorities of those Member States in which it markets the units of mutual funds. In the notification the management company shall indicate the assessed duration of any single measure.

(6) The Agency shall have the right to request from the management company documents and data necessary for assessing whether the conditions and circumstances for the implementation of any single measure have been complied with.

(7) The Agency shall define:

1. the cases in which the circumstances, procedures and other conditions referred to in point 1 of paragraph (2) of this Article have to be met or complied with by a mutual fund that intends to temporarily suspend the redemption of investment coupons;

2. the cases in which the circumstances, procedures and other conditions referred to in point 2 of paragraph (2) of this Article have to be met or complied with by a mutual fund that intends to carry out the temporary partial redemption of investment coupons.

Article 234

(Request for the redemption of the redemption value an investment coupon)

(1) A holder may at any time request the redemption of the redemption value of an investment coupon from the management company.

(2) The request for redemption shall be in writing.

(3) When the mutual fund's rules so provide, the request for the redemption shall be submitted on the form defined in the mutual fund's rules.

(4) Notwithstanding paragraph (2) of this Article, the fund's rules may allow for the request for redemption to be submitted in appropriate electronic form.

(5) The request for redemption shall comprise:

1. the company name, the registered office, the registration number or the personal name, address and date of birth of the holder;

2. the name of the mutual fund and the company name and the registered office of the management company;

3. a declaration that the holder is requesting the redemption of the investment coupon;

4. the number of units of the mutual fund in which the investment coupons the request refers to are denominated, or the amount of cash requested by the holder;

5. other information provided for in the mutual fund's rules.

Article 235

(The calculation and redemption of the redemption value of an investment coupon)

(1) The redemption value of investment coupons on the basis of requests for redemption received by the management company in a certain accounting period shall be calculated by multiplying the number of units represented by the investment coupon that is the subject of the request by the redemption value of the mutual fund's unit on the last day of such accounting period.

(2) The management company shall pay to the holder the redemption value of the investment coupon calculated in accordance with the preceding paragraph within five business days after the end of the accounting period referred to in the preceding paragraph, unless the fund's rules provide for a shorter deadline for redemption.

(3) Notwithstanding the preceding paragraph, the management company shall pay to the holder of units of a mutual fund that is a feeder fund the redemption value of investment coupons not later than two business days after the expiry of the deadline for the redemption of units of the master fund.

(4) Upon the prior consent of the holder of an investment coupon of a mutual fund, the redemption value of the investment coupon may be paid with transferable securities from the assets of the mutual fund in holdings reflecting the composition of the mutual fund's investments.

(5) The Agency shall specify the conditions and restrictions concerning redemption with the transferable securities referred to in the preceding paragraph.

Article 236

(Notification of payments and redemptions)

The management company shall notify holders of investment coupons of payments in and redemptions from the mutual fund with the content and in the manner and within the time limits determined by the Agency.

7.4. Permissible investments and other assets of mutual funds

Article 237

(The types of permissible investments and other assets)

(1) Unless otherwise provided for by the fund's rules, the mutual fund may only have the following types of investments and other assets:

1. transferable securities and other money market instruments admitted to trading or dealt in on the regulated market of a Member State from the list determined by the Agency;

2. transferable securities and money market instruments dealt in on another regulated market in a Member State that operates regularly and is recognised and open to the public and complies with the conditions determined by the Agency;

3. transferable securities and money market instruments admitted to official listing on a stock exchange in a third country or dealt in on another regulated market in a third country that operates regularly and is recognised and open to the public provided that the choice of stock exchange or market has been listed in the mutual fund's rules and put on the list of stock exchanges and other organised markets of third countries defined by the Agency;

4. recently issued transferable securities or securities in the process of first sale, provided that:

a) the prospectus on the basis of which securities have been or are the subject of first sale contains the issuer's or the offeror’s commitment to request their admission to official listing on a stock exchange or on another regulated market that operates regularly and is recognised and open to the public referred to in points 1 to 3 of this paragraph, provided that the market is listed in the fund's rules, and

b) the issuer's commitment referred to in the preceding point is secured within a year of issue;

5. the units of underlying funds, provided that:

a) the management company managing the underlying fund or the underlying fund itself is duly authorised by the competent authority;

b) the management and the operation of the underlying fund is subject to the same type of supervision as provided for by this Act and the ZTFI, and cooperation between the Agency and the body supervising the operation of the underlying fund is appropriately arranged;

c) the level of protection of the interests of the holders of underlying fund units equals the protection of holders of mutual fund investment coupons, in particular concerning the separation of assets, the borrowing of the mutual fund, lending and uncovered sales of transferable securities and money market instruments;

č) the operation of the underlying fund is reported in regular semi-annual and annual reports showing its assets and liabilities, income and operations;

d) the underlying fund's rules allow not more than 10% of its assets to be invested in the units of other investment funds, and

e) the underlying fund and its units satisfy other criteria defined by the Agency;

6. money deposits with credit institutions, provided that:

a) the credit institution has its registered office in a Member State;

b) the credit institution has its registered office in a third country but is subject to and complies with the rules concerning risk management, security and due diligence and the protection of the interests of investors and other criteria at least as stringent as those determined by the Agency,

c) deposit contracts allow repayment on demand or the withdrawal of deposits before maturity, and their maturity does not exceed twelve months, and

č) other rights and obligations in deposit contracts comply with the conditions determined by the Agency;

7. financial derivative instruments, including equivalent cash-settled instruments, dealt in on a regulated market referred to in points 1 to 3 of this paragraph, and financial derivative instruments dealt in on the market of institutional investors, provided that:

a) the rules define the types of financial derivative instruments in which the mutual fund may invest its assets, and the purpose of concluding such transactions (trading or safekeeping);

b) the underlying of the derivative consists of instruments referred to in this paragraph, financial indices, interest rates, foreign exchange rates or currencies;

c) the rights and obligations and other characteristics comply with the conditions defined by the Agency;

č) the underlying consists of the indices referred to in point 7.b of this paragraph, such indices comply with the criteria defined by the Agency, and

d) they are dealt in on the market of institutional investors:

- they can be sold, realised or closed by an offsetting transaction at any time at their fair value;

- markets of institutional investors comply with the conditions defined by the Agency, and

- the counterparties on the market of institutional investors comply with the conditions defined by the Agency, or

8. money market instruments other than those dealt in on a regulated market, provided that:

a) the issue or issuer of such instruments is regulated for the purpose of protecting investors and savings in compliance with the criteria defined by the Agency;

b) they are issued or guaranteed by the Republic of Slovenia, its regional or local authority, a Member State or its central bank, a regional or local authority, the European Central Bank, the European Union or the European Investment Bank, a third country or, in the case of a federal state, by one of the members making up the federation, or by a public international body to which at least one Member State belongs;

c) they are issued by an entity any securities of which are dealt in on the regulated markets referred to in points 1 to 3 of this paragraph;

č) they are issued or guaranteed by an entity subject to prudential supervision, in accordance with the criteria defined by the law of the Republic of Slovenia or by European Union law, or by an entity that is subject to and complies with prudential rules considered by the competent authorities to be at least as stringent as those determined by the law of the Republic of Slovenia and by European Union law and comply with other criteria determined by the Agency;

d) they are issued by other entities belonging to the categories approved by the Agency provided that the investments of the mutual fund in such instruments are subject to investor protection equivalent to that defined in the preceding sub-points of this point, and provided that the issuer is:

- an entity whose initial capital or equivalent capital and reserves amount to at least EUR 10,000,000 and which presents and publishes its annual accounts in accordance with the ZGD-1, other acts and regulations issued on their basis governing the scope of its operations, the Slovenian Accounting Standards or International Financial Reporting Standards;

- an entity which, within a group of companies that includes one or several listed companies, is dedicated to the financing of the group, of which at least one is a public limited company the shares of which are admitted to trading on an organised market, or

- an entity that is dedicated to the financing of securitisation vehicles that benefit from a banking liquidity line, the definition of which shall be provided by the Agency.

(2) Besides the investments referred to in the preceding paragraph, a mutual fund may invest up to 10% of its assets in other transferable securities and money market instruments that comply with the conditions specified by the Agency, on the understanding that a mutual fund may not invest more than 5% of its assets in transferable securities not admitted to trading on a regulated market.

(3) A mutual fund may hold ancillary liquid assets that comply with the conditions defined by the Agency regarding their type, manner of establishing their amount and their proportion with regard to other assets, and their maximum permissible amount.

(4) The assets of a mutual fund may comprise amounts receivable resulting from normal operations, provided that the management company ensures that such claims are honoured within the usual time limits applicable to prompt meeting of obligations.

(5) A mutual fund shall not acquire either precious metals or certificates representing them.

Article 238

(Permissible risk exposure to a counterparty)

(1) A mutual fund shall invest no more than 10% of its assets in the transferable securities and money market instruments referred to in the preceding Article issued by the same entity.

(2) A mutual fund shall invest no more than 20% of its assets in deposits made with the same entity.

(3) The risk exposure of a mutual fund to a same entity counterparty in a derivative transaction on the market of institutional investors shall not exceed either:

- 10% of its assets when the counterparty is a credit institution referred to in point 6 of paragraph (1) of the preceding Article, or

- 5% of its assets, in other cases.

(4) The total value of the transferable securities and the money market instruments held by the mutual fund in the issuing entities in each of which it invests more than 5% of its assets shall not exceed 40% of the value of its assets. That limitation shall not apply to deposits or derivative transactions on markets of institutional investors made with financial institutions subject to prudential supervision.

(5) Notwithstanding the individual limits referred to in paragraphs (1) to (3), a mutual fund shall not be exposed to or combine, where this would lead to the investment of more than 20% of its assets in a single body, any of the following:

1. investments in the transferable securities or money market instruments referred to in Article 237 of this Act issued by that body;

2. deposits made with that body, or

(3) exposures arising from derivative transactions on markets of institutional investors undertaken with that body (as a counterparty).

(6) Notwithstanding the limits referred to in paragraph (1) of this Article, a mutual fund may not invest more than 35% of its assets in transferable securities and money market instruments issued by the same body if they are issued or guaranteed by the Republic of Slovenia, a regional or local authority thereof, a Member State or a regional or local authority thereof, a third country or by a public international body to which at least one Member State belongs.

(7) Notwithstanding the limits referred to in paragraph (1) of this Article, a mutual fund may invest a maximum of 25% of its assets in bonds issued by a credit institution that has its registered office or a branch in the Republic of Slovenia or a Member State and is subject by law to special public supervision designed to protect bond-holders. Sums deriving from the issue of those bonds shall be invested in accordance with the law in assets that, during the whole period of validity of the bonds, are capable of covering claims attached to the bonds and which, in the event of the failure of the issuer, would be used on a priority basis for the reimbursement of the principal and payment of the accrued interest.

(8) Where a mutual fund invests more than 5% of its assets in the bonds issued by a credit institution referred to in the preceding paragraph, the total value of these investments shall not exceed 80% of the value of the assets of the mutual fund.

(9) The Agency shall send to the European Commission and to ESMA a list of the categories of bonds referred to in paragraph (7) of this Article together with the categories of issuers authorised, in accordance with the laws and supervisory arrangements referred to in paragraph (7) of this Article, to issue bonds complying with the criteria determined in this Article. A notice specifying the status of the guarantees offered shall be included with those lists.

(10) The transferable securities and money market instruments referred to in paragraphs (6) and (7) shall not be taken into account for the purpose of applying the limit of 40% referred to in paragraph (4) of this Article.

(11) The limits referred to in this Article shall not be combined, and thus investments in transferable securities or money market instruments issued by the same body or in deposits or derivative instruments made with this body shall not exceed in total 35% of the assets of the mutual fund.

Article 239

(Permissible risk exposure to bodies included in the same group)

(1) For the purpose of calculating the exposure of the mutual fund, two or more bodies that are included in the same group and constituting a single risk for the mutual fund shall be regarded as a same body. This applies in particular to bodies that are included in the same group or parent companies referred to in Article 22 of this Act, for the purposes of consolidated accounts in accordance with the ZGD-1, Slovenian accounting standards and recognised international accounting rules.

(2) Notwithstanding the limits referred to in the preceding Article, the Agency may allow cumulative investment in transferable securities and money market instruments issued by the bodies referred to in the preceding paragraph up to a limit of 20%.

Article 240

(Higher permissible risk exposure to particular categories of bodies)

(1) Notwithstanding the limits referred to in Articles 238 and 239 of this Act, the Agency may authorise a mutual fund to invest in accordance with the principle of risk-spreading up to 100% of its assets in different transferable securities and money market instruments issued or guaranteed by the Republic of Slovenia, a self-managed local community thereof, a Member State, a local or regional authority thereof, a third county or an international organisation to which one or more Member States belong, provided that the fund rules:

1. provide that the assets of the mutual fund shall be invested in at least six different issues of transferable securities or money market instruments by the issuing bodies referred to in this Article;

2. provide that securities from any single issue shall not account for more than 30% of the mutual fund's total assets;

3. make express mention of issuing bodies in the securities of which exposure of more than 35% shall be permitted.

(2) The approval of the fund's rules granted by the Agency shall be deemed to be the authorisation referred to in the preceding paragraph. The Agency shall grant such approval only if it considers that unit-holders in the mutual fund have protection equivalent to that of unit-holders in mutual funds investing in compliance with the limits of exposure referred to in Articles 238 and 239 of this Act.

(3) The mutual fund shall include a declaration in its prospectus and key investor information documents that it is authorised to invest more than 35% of its assets, and a list of the bodies in the securities of which these assets may be invested.

Article 241

(Exposure relating to derivative instruments)

(1) A mutual fund shall ensure that when acquiring and using derivative instruments its global exposure relating to derivative instruments does not exceed the total net value of its assets, and that the assets’ composition and net value ensures adequate coverage of claims associated with such financial derivative instruments over the whole period.

(2) The total exposure referred to in the preceding paragraph is calculated by taking into account the current value of the underlying asset, the counterparty risk, future market movements and the time available to liquidate the positions.

(3) When the assets of a mutual fund include derivative instruments, the exposure to the underlying assets shall not exceed in aggregate the investment limits referred to in Articles 238 and 239 of this Act.

(4) Notwithstanding the preceding paragraph, a mutual fund's investments in index-based financial derivative instruments shall not be included in the assessment of exposure to the individual bodies referred to in Articles 238 and 239 of this Act.

(5) Financial derivative instruments embedded in transferable securities and money market instruments shall be dealt with in accordance with this Article, Articles 238 and 239 of this Act and the criteria for dealing with such instruments determined by the Agency.

Article 242

(Exposure relating to units of underlying funds)

(1) A mutual fund shall have no more than 20% of its assets invested in the units of any single underlying fund referred to in point 5 of paragraph (1) of Article 237 of this Act.

(2) Investments made in units of underlying funds that are not managed in compliance with this Act or the provisions of Member States adopted for the transposition of Directive 2009/65/EC shall not exceed, in aggregate, 30% of the assets of the mutual fund.

(3) If expressly allowed by the fund's rules, a mutual fund may invest in units of underlying funds that are managed, directly or by delegation, by the same management company, or in units of other underlying funds that are managed by any other company with which the management company has close links, provided that the management company or the other company with which the management company has close links does not charge subscription or redemption fees on account of the mutual fund's investments in units of underlying funds.

(4) A mutual fund that invests a substantial proportion of its assets in units of underlying funds shall disclose in its prospectus the maximum level of the management fees that may be charged on account of the investments of

the mutual fund in units of underlying funds; it shall indicate in its annual report the maximum proportion of management fees charged for the mutual fund operation and fees charged for the underlying fund operation in the financial year concerned.

(5) The assets of the underlying fund shall not be included in the calculation of exposure of the mutual fund to the individual bodies referred to in Articles 238 and 239 of this Act.

Article 243

(Exposure relating to assets replicating the composition of a stock or debt securities index)

(1) A stock or debt securities index whose composition is replicated by the composition of the assets of a mutual fund shall be recognised by the Agency.

(2) The Agency shall recognise the index referred to in the preceding paragraph by applying the following criteria:

1. its composition is sufficiently diversified;

2. the index represents an adequate benchmark for the market to which it refers;

3. it is published in an appropriate manner and time;

4. other criteria.

(3) The fund's rules, the prospectus and the key investor information document shall include a statement indicating the stock or debt securities index whose composition is replicated by the composition of assets of a mutual fund.

(4) Notwithstanding the authorised exposures provided for in Articles 238 and 239 of this Act, a mutual fund whose assets replicate the composition of a certain stock or debt securities index that is recognised by the competent authorities may invest a maximum of 20% of its assets in transferable securities and money market instruments issued by a single issuer.

(5) Notwithstanding the authorised exposures provided for in Articles 238 and 239 of this Act, a mutual fund whose assets replicate the composition of a certain stock or debt securities index that is recognised by the competent authorities may invest a maximum of 35% of its assets in transferable securities and money market instruments issued by a single issuer if due to the dominant position of such issuer on any of the regulated markets to which the index refers it is impossible to reach a higher degree of diversification. The authorisation shall be granted by the Agency only for a single issuer.

(6) The composition and portions of the investments of a mutual fund replicating the composition of a recognised financial index shall not significantly deviate from the composition and proportions of the index it replicates; if the composition of the index changes, the mutual fund's investments shall adapt to the new composition within no more than 30 day following the publication of the new composition of the index.

(7) A deviation of 5% or more shall be considered a significant deviation referred to in the preceding paragraph.

(8) The Agency shall publish a list of recognised indices on its website.

Article 244

(Rules on a mutual fund's investments and operations)

(1) In relation to the investments and assets of a mutual fund, the Agency shall adopt a regulation specifying the following:

1. in relation to transferable securities:

- detailed criteria for defining the transferable securities referred to in points 1 to 4 of paragraph (1) of Article 237 of this Act;

- a list of organised markets of a Member State to which such securities are admitted or where the financial instruments referred to in point 1 of paragraph (1) of Article 237 of this Act are being dealt in;

- the conditions to be met by another regulated market in a Member State that operates regularly and is recognised and open to the public as referred to in point 2 of paragraph (1) of Article 237 of this Act;

- a list of stock exchanges and other regulated markets of third countries referred to in point 3 of paragraph (1) of Article 237 of this Act;

– a list of third countries referred to in paragraph (4) of Article 184 of this Act;

– the conditions to be complied with by other transferable securities and money market instruments referred to in paragraph (2) of Article 237 of this Act;

2. in relation to units of underlying funds:

- detailed criteria for defining the underlying funds' units referred to in point 5 of paragraph (1) of Article 237 of this Act;

- other criteria to be met by the underlying funds' units and underlying funds referred to in point 5 of paragraph (1) of Article 237 of this Act;

- the percentage representing a significant part of the assets in the underlying fund's units, and the method of calculating the overall amount of fees referred to in Article 242 of this Act;

3. in relation to deposits in credit institutions:

- detailed criteria to be met by credit institutions whose registered office is located in a third country referred to in point 6.b of paragraph (1) of Article 237 of this Act;

- detailed conditions concerning other rights and obligations attached to deposits referred to in point 6.č of paragraph (1) of Article 237 of this Act;

4. in relation to derivative instruments:

- detailed criteria for defining the derivative instruments referred to in point 7 of paragraph (1) of Article 237 of this Act;

- the conditions concerning the rights and obligations to be met by derivative instruments, and other characteristics of derivative instruments dealt in on regulated markets and those dealt in on markets of institutional investors referred to in point 7.c of paragraph (1) of Article 237 of this Act;

- the detailed criteria to be met by the financial indices referred to in point 7.č of paragraph (1) of Article 237 of this Act;

– the detailed criteria to be complied with by the transferable securities and money market instruments with embedded financial instruments referred to in paragraph (5) of Article 241 of this Act;

- the characteristics and conditions to be met by markets of institutional investors and categories of institutional investors referred to in point 7.d of paragraph (1) of Article 237 of this Act;

5. in relation to money-market instruments:

- detailed criteria for defining the money market instruments referred to in points 1 to 3 and point 8 of paragraph (1) of Article 237 of this Act;

- the criteria to be met by the issuer or the issue of money market instrument referred to in point 8.a of paragraph (1) of Article 237 of this Act;

- other prudential rules referred to in point 8.č of paragraph (1) of Article 237 of this Act

- the categories of bodies referred to in point 8.d of paragraph (1) of Article 237 of this Act;

- the definition of the term securitisation vehicles which benefit from a banking liquidity line referred to in point 8.d of paragraph (1) of Article 237 of this Act;

6. the detailed criteria for defining a group referred to in paragraph (1) of Article 239 of this Act;

7. in relation to replicating stock or debt securities indices, the detailed criteria to be met by the index referred to in paragraph (1) of Article 243 of this Act.

(2) In relation to the ancillary liquid assets referred to in paragraph (3) of Article 237 of this Act, the Agency shall adopt a regulation defining the term of ancillary liquid assets, the types and characteristics of ancillary liquid assets, the manner of establishing the amount of ancillary liquid assets and their proportion with regard to other assets of the mutual fund, and their maximum permissible amount.

7.5. FEES AND COSTS

Article 245

(Entry and exit charges)

(1) The management company shall be entitled to the reimbursement of entry and exit charges in the amount provided for in the mutual fund's rules.

(2) Entry and exit charges are expressed as a percentage of the value of the investment coupons of the mutual fund.

(3) If at the time of the acceptance of the fund's rules a holder of investment coupons committed itself to invest in the mutual fund over a longer period (hereinafter: investment period) the management company shall be entitled to calculate, if so provided for in the rules, entry charges on payments made in the first year after acceptance in the amount provided for in the rules, but not more than 30% of the payments made during the first year. In the cases referred to in the preceding paragraph, the management company shall charge proportionally lower entry charges on any further payments so that the total entry charges charged on payments for the whole investment period shall not exceed the amount of entry charges provided for in the rules.

(4) Entry charges shall be calculated by the management company as a percentage of the price of investment coupons at the time of their payment

(5) Exit charges shall be calculated by the management company as a percentage of the price of investment coupons at the time of their redemption. Exit charges for the redemption of a single investment coupon shall not be more than 3% of the price of investment coupons at the time of their redemption.

Article 246

(Management fee)

(1) The management company shall be entitled to a management fee for managing the mutual fund in the amount provided for in the fund's rules.

(2) The management fee shall be expressed as a percentage of the annual net value of the assets of the mutual fund.

(3) The management company shall be paid the management fee out of the assets of the mutual fund for the periods and within the time limits defined in the fund's rules.

Article 247

(Operating costs of a mutual fund)

(1) In addition to a management fee, a management company shall be entitled to receive payment from the assets of the mutual fund only for those operating costs provided for in the fund's rules.

(2) The fund's rules may provide that in addition to the management fee the management company shall be entitled to receive payment from the assets of the mutual fund for all or some of the following costs linked to the operation of the fund:

1. costs in respect of the acquisition and disposal of assets of the mutual fund, such as fees and costs of brokers, managers of regulated markets and multilateral trading systems, managers of settlement systems or central securities clearing corporations, entry charges to regulated markets and the proportional part of the fees and costs of advisory firms linked to the management company joining with other sellers in order to achieve a more favourable transaction on behalf of the mutual fund than the one that could have been obtained without such joint action;

2. payment transactions fees, unless the depositary is entitled to them;

3. costs related to the auditing of the annual report of the mutual fund and costs of experts engaged in the drafting and auditing of the annual report;

4. costs related to informing the holders of investment coupons of this Act and other regulations requiring the provision of information to holders of investment coupons;

5. costs related to the exercise of rights attached to financial instruments held by the mutual fund on behalf of the mutual fund;

6. costs arising from the procedures referred to in paragraph (3) of Article 169 and paragraph (2) of Article 170 of this Act;

7. taxes and other compulsory charges related to the assets of the mutual fund or its turnover;

8. the costs of the depositary for performing depositary functions;

9. costs related to interest rates and other costs related to borrowing that the management company carries out on behalf of the mutual fund in accordance with this Act;

10. costs related to the distribution of the net profit or income of the mutual fund.

(3) The management company shall submit an order to pay the costs referred to in the preceding paragraph to the depositary, which shall execute the order.

Article 248

(Other costs that the management company is entitled to charge to individual holders of investment coupons)

A mutual fund's rules may provide that the management company shall be entitled to charge individual holders of investment coupons administrative fees borne by the management company in relation to the following:

1. transferring investment coupons of the mutual fund in accordance with paragraph (11) of Article 227;

2. recording or deleting the rights of third parties attached to the investment coupons of mutual funds or claims attached to the investment coupons of mutual funds, or

2. submitting statements of account of investment coupons at the investor's request.

Article 249

(Total operating costs of the mutual fund)

(1) The management company shall calculate and publish information on the total operating costs of the mutual fund in the preceding financial year.

(2) The total operating costs of the mutual fund shall be expressed as a percentage of the mean annual net value of the assets of the mutual fund.

(3) The Agency shall prescribe the method for calculating the total operating costs of the mutual fund, and the manner and the time limit for their publication.

7.6 The distribution of the net profit or income of a mutual fund

Article 250

(The distribution of the net profit or income of a mutual fund)

(1) A management company shall state in the fund's rules whether the net profit or income shall be distributed to the holders of investment coupons or withheld.

(2) The distribution or withholding of the net profit or income of the mutual fund shall be carried out in accordance with the Agency's regulations and the fund's rules.

(3) The Agency shall prescribe detailed rules for the distribution or withholding of the net profit or income of a mutual fund.

7.7 Mutual fund rules

Article 251

(Mutual fund rules)

(1) The rules of a mutual fund shall regulate the legal relationships between the management company managing the mutual fund and the holders of the investment coupons of the mutual fund.

The mutual fund rules shall contain the following:

1. the name of the mutual fund;

2. the investment rules of the mutual fund;

3. the direct and indirect costs associated with investment in the mutual fund, as follows:

- the amount of entry and exit charges, and the method of their calculation and payment;

- the amount of the management fee and the method of its calculation;

- other costs incurred in the operation of the mutual fund;

- the amount of the fee for the performance of the depositary functions and the method of its calculation;

- other expenditure that the depositary is entitled to be reimbursed from the assets of the mutual fund;

- any other expenditure to be paid from the assets of the mutual fund, and

- a declaration that the information on the total operating costs of the mutual fund is available to investors;

4. the system of payments and redemptions:

- the method for calculating the purchase value of investment coupons and the procedure paying for and issuing investment coupons, including the conditions and limitations of payments with transferable securities;

- the method for calculating the redemption value of investment coupons and the procedure for realisation of investment coupons, including the conditions and limitations of redemptions with transferable securities;

- the conditions and circumstances in which a mutual fund may suspend the sale or redemption of investment coupons and the conditions when a temporary partial redemption of investment coupons may be introduced, and the way to introduce such measures;

5. how the income or net profit of the mutual fund shall be distributed, and in the event of the distribution of income to holders of investment coupons, also:

- the time limits and method of preparing lists of holders of mutual fund investment coupons;

- a description of the distribution of such income;

- the fiscal consequences of such distribution for the holders of investment coupons and for the mutual fund;

- the impact of the distribution on the value of a unit of the mutual fund on the day following the distribution and payment of such income in money or in bonus units;

6. the ways of informing the public and holders of investment coupons of the financial and legal status of the mutual fund, of its operation and of the replacement of the depositary;

7. the conditions for and manner of merging a mutual fund and ensuring the protection of the holders of the investment coupons of the mutual fund in such cases;

8. the conditions for and manner of delegating depositary functions to another depositary and ensuring the protection of the holders of the investment coupons of the mutual fund in such cases;

9. the conditions for and manner of transferring the management of the mutual fund to another management company;

10. the reasons for liquidation in accordance with the manager's decision and a description of the procedure for liquidation;

11. other rights of holders of investment coupons and the manner of exercising these rights;

12. the circumstances of and procedure for modifying the rules and the related rights of the holders of the investment coupons of the mutual fund, an indication of the date of the implementation of these rules and of the place, manner and time when and where holders of investment coupons shall be informed of the modification of the mutual fund rules.

(3) The mutual fund rules shall be drawn up and published in the Slovenian language.

(4) The Agency shall specify the content of the rules.

Article 252

(Approving mutual fund rules)

(1) A mutual fund’s rules shall become effective after the Agency has sent the relevant approval to the management company.

(2) The text of the mutual fund rules shall be included with the request for approval.

(3) The Agency shall approve the fund rules if their content is in accordance with the provisions of this Act and regulations issued on the basis thereof.

(4) When a management company applies for authorisation to manage a mutual fund, the two decision-making processes concerning the approval of the rules and concerning the authorisation to manage the mutual fund shall be joined.

Article 253

(Amending fund rules)

(1) A management company shall obtain the approval of the Agency for any amendment of the fund rules.

(2) A management company shall obtain the approval of the Agency for any substantial changes in respect of the investment policy of the mutual fund. The approval of the Agency of the amended fund rules shall be deemed to also be approval of a substantial change in the investment policy.

(3) The following shall be included with request for approval of modified fund rules:

1. the text of the rules clearly indicating the amendments;

2. the consolidated text of the amended rules;

3. the text of the information for holders of investment coupons referred to in paragraph (9) of this Article;

4. the text of the notice to be published referred to in paragraph (9) of this Article;

5. an explanation of the impact of the changed investment policy for the holders of the investment coupons of the mutual fund in the event the amended rules also concern a change in the investment policy, and

6. other documents prescribed by the Agency that enable it to assess the impact of the changed investment policy on the existing investors in the mutual fund.

(4) The management company shall file an application to publish changes in the prospectus concerning modified data in the prospectus due to the amended rules together with the request for approval of the amended fund rules.

(5) The Agency shall decide on the request referred to in the preceding paragraph together with the decision on approving the amended fund rules.

(6) Paragraph (5) of Article 197 of this Act shall not apply to decision-making on the request referred to in paragraph (4) of this Article.

(7) The Agency shall approve amended fund rules provided that:

1. the content of the amended rules, the information for holders, and the notice to be published are in accordance with the provisions of this Act and regulations issued on the basis thereof;

2. it has assessed that the substantial change in the investment policy of the mutual fund is justified in terms of content and time in cases when amended rules also concern changes in the investment policy.

(8) Unless the rules provide for a longer time period, amendments shall begin to apply:

1. for amendments concerning exclusively or inclusively one or more matters referred to in points 2 and 3 of paragraph (2) of Article 251 of this Act, one month after the publication referred to in paragraph (9) of this Article, or

2. for amendments concerning exclusively the content of rules except the content referred to in points 2 and 3 of paragraph (2) of Article 251 of this Act, eight business days after the publication referred to in paragraph (9) of this Article.

(9) The management company shall publish the information on amended rules within eight days after receiving the Agency's approval of the amended fund rules, and shall submit to all holders of investment coupons of the mutual fund notice of these amendments within 15 days after receiving the Agency’s approval.

(1) The Agency shall specify the content of the publication and the notice, the manner of publication of the information and the manner of submitting the notice to holders of investment coupons referred to in the preceding paragraph.

7.8. (Establishment of a mutual fund)

Article 254

(Establishment of a mutual fund)

(1) In the Republic of Slovenia, a mutual fund may be established exclusively by a management company.

(2) A management company shall establish a mutual fund by:

1. adopting mutual fund rules,

2. concluding a contract for the performance of depositary functions with a depositary, and

3. obtaining authorisation to manage a mutual fund.

(3) A mutual fund is established when the management company has been granted the Agency's authorisation to manage a mutual fund.

Article 255

(Prohibition of accepting payments)

A management company shall not accept payments for investment coupons before the mutual fund has been established.

Article 256

(Application for authorisation to manage a mutual fund

(1) The following shall be included with an application for authorisation to manage a mutual fund:

1. the document providing key investor information to investors in the mutual fund;

2. the risk management plan of the mutual fund.

(2) The Agency shall have the right to request from the management company additional data necessary for assessing whether the management company satisfies the requirements determined by this Act or the regulations issued on the basis thereof.

(3) If the application referred to in paragraph (1) of this Article is filed by an EU management company, such management company shall include with the application concluded contracts on the delegation of asset management and contracts on the delegation of administrative services to other persons.

(4) When a management company of another Member State already manages an investment fund of the same type in the Republic of Slovenia, it shall not be required to resubmit the documents referred to in the preceding paragraph but reference to the documentation already provided shall be sufficient.

(5) For the purpose of assessing the compliance of the operations of an EU management company on the territory of the Republic of Slovenia, the Agency may request from the competent supervisory authority of the Member State additional information as to whether the type of investment fund for which authorisation is requested falls within the scope of the management company’s authorisation.

Article 257

(Decision-making regarding authorisation to manage a mutual fund)

(1) The Agency shall grant authorisation to manage a mutual fund if it is satisfied that the management company fulfils the conditions for managing the mutual fund to which the application refers.

(2) The Agency shall not authorise the management company to manage a mutual fund if:

1. the management company is not authorised by the Agency to conclude a contract for the performance of depositary functions referred to in Article 174 of this Act;

2. the Agency has not approved the mutual fund rules in accordance with Article 252 of this Act;

3. the management company is not authorised by the Agency to publish the prospectus referred to in Article 195 of this Act;

4. the specific type of investment fund does not fall within the scope of the management company's authorisation;

5. the management company fails to meet other requirements for managing mutual funds determined by this Act or the regulations issued on the basis thereof.

(3) The Agency may refuse to grant authorisation to manage mutual funds to a management company that already manages investment funds in the Republic of Slovenia in cases when such management company has been the subject of a final decision in relation to violations of the provisions of this Act.

(4) The Agency may refuse to grant authorisation to manage mutual funds to a management company that has not provided the documentation referred to in paragraph (3) of the preceding Article.

(5) Before refusing the application of an EU management company, the Agency shall consult the competent supervisory authority of the management company’s home Member State.

7.9. Delegation of management functions

7.9.1 Delegation by way of contract

Article 258

(Delegation contract)

(1) A management company managing a mutual fund (hereinafter: the delegating management company) may delegate the functions of managing this fund to another management company (hereinafter: the delegated management company) if the delegate complies with the criteria determined by this Act and regulations adopted on its basis concerning the management of the mutual fund that is the subject of delegation.

(2) The delegation contract shall comprise the following:

1. a description of all the procedures and actions the two companies will carry out in respect of delegation;

2. the period in which the two companies will finalise the delegation, which shall start on the day of publication of the notice of the delegation of management functions, and which shall not be less than one month.

Article 259

(Authorisation to assume delegated functions)

Prior to delegating the management functions of the mutual fund the management company shall obtain the Agency's authorisation to assume the delegated functions.

Article 260

(Application for authorisation to assume the delegated functions)

(1) An application for authorisation to assume the delegated functions shall include the following:

1. the delegation contract;

2. the documentation referred to in paragraph (1) of Article 256 of this Act;

3. the text of the notice to holders of investment coupons referred to in paragraph (1) of Article 263 of this Act;

4. the text of the published information referred to in paragraph (1) of Article 263 of this Act.

(2) If the application referred to in the preceding paragraph is submitted by a delegated EU company , paragraphs (3) to (5) of Article 256 of this Act shall also apply.

(3) Together with the application to assume the delegated functions, the delegated company shall also submit the following:

1. an application for authorisation to conclude or amend the contract for the performance of depositary functions referred to in Article 174 of this Act;

2. an application for authorisation to publish an amended prospectus referred to in Article 197 of this Act concerning changes in the data in a prospectus due to delegation.

(4) The Agency shall decide on the application referred to in the preceding paragraph together with the decision to authorise delegation.

(5) Paragraph (5) of Article 197 of this Act shall not apply to decision-making on the application referred to in point 2 of paragraph (3) of this Article.

Article 261

(Decision-making regarding authorisation to assume delegated functions)

(5) The Agency may reject an application for authorisation to assume delegated functions in the following cases:

1. the management company failed to obtain the authorisations referred to in paragraph (3) of the preceding Article;

2. the specific type of investment fund does not fall within the scope of the management company's authorisation;

3. the content of the information to holders and of the notice to be published referred to in Article 263 of this Act do not comply with the provisions of this Act and regulations issued on the basis thereof;

4. the management company fails to meet other requirements for managing the mutual fund concerned determined by this Act or the regulations issued on the basis thereof.

(2) The Agency may refuse the application of a management company that already manages mutual funds in the Republic of Slovenia in the cases referred to in Article 478 of this Act.

(3) The Agency may refuse the application of a management company of a Member State that has not provided the documentation referred to in paragraph (3) of Article 256 of this Act.

(4) Before refusing the application of an EU management company, the Agency shall consult the competent supervisory authority of the management company’s home Member State.

Article 262

(Effects of authorisation to assume delegated functions)

Authorisation to assume delegated functions shall have the same effects and consequences as authorisation to manage a mutual fund for the delegated management company.

Article 263

(Informing holders of investment coupons of delegation)

(1) The delegating and the delegated management companies shall publish the information on the delegation within eight days after receiving the Agency's authorisation, and shall send to each holder of the investment coupons of the fund concerned a notice containing the information on delegation within 15 days after receiving the Agency's authorisation.

(2) The Agency shall specify the content of the publication and the notice to be sent to holders of investment coupons, the manner of publication of the information and the manner of submitting the notice to holders of investment coupons referred to in the preceding paragraph.

Article 264

(Legal consequences of delegation)

(1) The following legal consequences shall arise when the time limit referred to in point 2 of paragraph (2) of Article 258 expires:

1. all rights and obligations of the delegating company concerning mutual fund management shall pass to the delegated management company;

(2) the delegating company shall no longer be authorised to manage the mutual fund concerned.

(2) The delegating and the delegated management companies shall finalise all procedures and actions necessary to delegate the management functions of a mutual fund before the time limit referred to in point 2 of paragraph (2) of Article 258 of this Act and shall submit to the Agency a report on the procedures and actions taken in this respect.

7.9.2 Compulsory delegation

Article 265

(Reasons for compulsory delegation of the management of a mutual fund)

Compulsory delegation shall be carried out if:

1. the Agency withdraws the management company’s authorisation to manage the mutual fund or this type of investment fund by a final decision;

2. bankruptcy or liquidation proceedings have been instituted against the management company.

Article 266

(Obligations of the depositary)

(1) After reasons for compulsory delegation arise and up to the time when the legal consequences of the delegation become effective, the depositary shall perform those managing functions that may not be postponed.

(2) The functions referred to in the preceding paragraph shall be considered in particular:

1. transactions which, unless carried out by the depositary, would cause damage to the mutual fund's assets;

2. administrative tasks linked to the operation of the mutual fund referred to in point 2 of Article 99 of this Act.

(3) When reasons for compulsory delegation arise, the depositary shall suspend any payments for or redemption of the investment coupons of the mutual fund and shall apply, with regard to the information for investors and reporting to the Agency, the Agency's general regulations mutatis mutandis.

(4) After the reasons for compulsory delegation arise and up to the time when the legal consequences of the delegation become effective, the depositary shall be entitled to the management fee and other compensation to which the management company is entitled under the fund rules.

Article 267

(The selection of a delegated management company and the delegation of management functions)

1. Within two months after the reasons for compulsory delegation referred to in Article 163 of this Act arise, the depositary shall carry out a call for proposals to select management companies that meet the conditions for assuming the delegated functions and are ready and willing to manage a mutual fund.

(2) The depositary shall address the call for proposals referred to in the preceding paragraph to all management companies already managing mutual funds in the Republic of Slovenia.

(3) If two or more management companies that meet the conditions for assuming the delegated functions submit an offer, the depositary shall select the delegated management company exclusively on the basis of the best interests of the investors in the mutual fund.

(4) The depositary and the delegated management company shall conclude a delegation contract. Paragraph (2) of Article 258 of this Act shall apply, mutatis mutandis, to the content of the contract, provided that the period of delegation of management operations between the depositary and the delegated company does not exceed one month.

(5) The provisions of Articles 259 to 264 of this Act shall apply, mutatis mutandis, to compulsory delegation.

Article 268

(Liquidation of a mutual fund when compulsory delegation is unfeasible)

(1) The depositary shall initiate the liquidation of a mutual fund instead of compulsory delegation if:

1. no management company meeting the conditions to assume the delegated functions has responded to the call for proposals referred to in paragraph (1) of the preceding Article;

2. the delegated management company fails to apply for authorisation to assume the delegated functions within 15 days from the conclusion of the delegation contract with the depositary;

3. the Agency rejects or dismisses the application of the delegated company to assume delegated functions, unless the Agency has authorised the depositary to repeat the call for proposals referred to in paragraph (1) of the preceding Article.

(2) The provisions of Articles 298 to 300 of this Act shall apply, mutatis mutandis, to the liquidation of a mutual fund in cases when compulsory delegation is unfeasible.

7.10. Merger of mutual funds

7.10.1. General provisions

Article 269

(The merger of mutual funds)

(1) Two or more mutual funds may be combined by either merger by absorption or by merger.

(2) Merger by absorption is an operation whereby all of the assets of one or more mutual funds (the merging funds) are transferred to another existing mutual fund (the receiving fund).

(3) Merger is an operation whereby two or more mutual funds (merging funds) delegate all of their assets to a newly established mutual fund (the receiving fund).

(4) Mergers may involve more than one merging fund and only one receiving fund.

Article 270

(Legal consequences of mergers)

(1) The merging fund shall cease to exist without going into liquidation on the entry into effect of the merger.

(2) All the assets, rights and liabilities of the merging fund shall be transferred to the receiving fund upon the entry into effect of the merger.

(3) The management company managing the receiving fund shall enter, on its own behalf and on behalf of the receiving fund, into all legal relationships established by the management company managing the merging fund on its own behalf and on behalf of the merging fund.

(4) After the merger the holders of investment coupons of the merging fund shall be issued investment coupons of the receiving fund in compliance with the exchange rate provided for.

Article 271

(Cash payment by the receiving fund in exchange for investment coupons of the merging fund)

(1) If a holder of investment coupons of the merger fund is not entitled to a whole number of transferable investment coupons of the receiving fund in the process of the exchange of the investment coupons of the merging fund for transferable investment coupons of the receiving fund, the company managing the receiving fund may pay to the holder the value of the units representing such partial right in cash.

(2) The sum of cash payments referred to in the preceding paragraph shall not exceed 10% of the net asset value of the newly issued units of the receiving fund resulting from the merger.

Article 272

(Date of effect of a merger and the cut-off date)

(1) The cut-off date shall be the date for calculating the exchange ratio for the exchange investment coupons of the merging fund for the investment coupons of the receiving fund.

(2) The cut-off date shall not be more than 60 days after the date when the company managing the merging fund has received the Agency's authorisation to merge.

(3) The date on which the merger takes effect is the day when the assets of the merging fund are transferred to the receiving fund and the day when the exchange of the investment coupons of the merging fund for the investment coupons of the receiving fund is made, or, in the case of investment coupons issued as written documents, is commenced.

Article 273

(Principles and conditions governing mergers)

(1) After the merger the net asset value of the receiving fund shall be at least equal to the sum of the net asset values of the merging and of the receiving funds before the merger. The total value of all the investment coupons of the receiving fund held by a holder after merger shall be at least equal to the total value of all investment coupons of the merging fund held by the same holder before the merger.

(2) The merger of mutual funds shall only be permitted if the financial situation of the holders of the investment coupons of the mutual funds concerned by the merger is not worsened after the merger.

(3) For the purposes referred to in paragraphs (1) and (2) of this Article, when cash payment to holders of investment coupons of the merging fund is made in accordance with Article 271 of this Act the amount of the cash payment shall be added to the total value of the investment coupons of the receiving fund.

7.10.2 Merger procedures for mutual funds

7.10.2.1 Merger by absorption

Article 274

(Authorising merger by absorption)

(1) Before transferring the assets of the merging fund to the receiving fund the company managing the merging fund shall obtain the authorisation of the Agency (hereinafter: authorisation to merge by absorption).

(2) When more than one merging fund under the management of the same management company are involved in the merger by absorption, the management company shall obtain the authorisation to merge by absorption for each merging fund separately.

(3) When more than one merging fund under the management of different management companies are involved in the merger by absorption, each management company managing merging funds shall obtain the authorisation to merge by absorption.

(4) The Agency's authorisation to merge by absorption shall be deemed to also be authorisation to amend the merging fund rules.

Article 275

(Application for authorisation to merge by absorption)

(1) An application for authorisation to merge by absorption shall be made by the management company managing the merging fund.

(2) The management company managing the merging fund shall include the following with the application for authorisation to merge by absorption:

1. the plan of the proposed merger in accordance with Article 276 of this Act;

2. the prospectus and the key investor information document of the receiving fund;

3. the opinion of the depositary on the merger by absorption referred to in Article 277 of this Act;

4. the information on the proposed merger by absorption to be provided to holders of the investment coupons of the merging and the receiving funds referred to in Article 278 of this Act.

Article 276

(The plan of a merger by absorption)

(1) The management companies managing the merging and the receiving funds shall adopt a common plan of merger by absorption.

(2) The plan shall include the following:

1. the names of the mutual funds involved in the merger by absorption, the company name and the registered office of the management companies managing these funds, and a declaration that the action concerns merger by absorption;

2. a short background and rationale for the proposed merger by absorption;

3. the expected impact of the proposed merger by absorption on the holders of the investment coupons of both the merging and the receiving funds;

4. the criteria adopted for valuation of the assets and liabilities of both the merging and the receiving funds on the cut-off date;

5. the calculation method of the exchange ratio to be applied on the cut-off date;

6. the planned effective date of the merger;

7. a detailed description of procedures concerning the transfer of the assets of the merging fund to the receiving fund and concerning the exchange of the investment coupons of the merging fund for the investment coupons of the receiving fund.

(3) The Agency shall not require that any additional information be included in the plan of a merger by absorption.

(4) In addition to the information and documents referred to in paragraph (2) of this Article, the management companies managing the merging and the receiving funds may decide to include in the plan further items concerning the merger by absorption.

(5) The plan of a merger by absorption shall be signed by all members of the management board or by all executive members of the board of directors of the company managing the merging fund and by all members of the management board or by all executive members of the board of directors of the company managing the receiving fund.

(6) In the case of more than one merging fund, the management companies managing the merging funds and the management company managing the receiving fund shall adopt a common plan of merger by absorption.

(7) The management company managing the merging and the receiving funds shall adopt its own plan of merger by absorption.

Article 277

(The opinion of the depositary on a merger by absorption)

(1) The depositaries of mutual funds involved in a merger by absorption shall separately and independently review the proposed merger on the basis of the plan for merger by absorption referred to in the preceding Article concerning the mutual fund for which they carry out depositary functions, and shall provide their opinion on the merger by absorption.

(2) The depositary shall explicitly state whether the particulars determined in points 1, 6 and 7 of paragraph (2) of the preceding paragraph have been prepared in compliance with this Act and the fund rules.

(3) The expenses of the depositary associated with the drafting of the opinion shall not be paid from the assets of the mutual funds involved in the merger by absorption.

Article 278

(Information for holders of investment coupons)

(1) The company managing the receiving fund shall provide appropriate and accurate information on all facts and circumstances of the proposed merger by absorption to all holders of the investment coupons of the receiving fund so as to enable them to make an informed assessment of the impact of the merger on their investment in the receiving fund.

(2) The company managing the merging fund shall provide appropriate and accurate information on all facts and circumstances of the proposed merger by absorption to all holders of the investment coupons of the merging fund so as to enable them to make an informed assessment of the impact of the merger on their investment in the merging fund.

(3) The information referred to in paragraphs (1) and (2) of this Article shall include the following:

1. a short background and rationale for the proposed merger by absorption;

2. the expected impact of the proposed merger by absorption on the holders of the investment coupons of both the merging and the receiving funds;

3. a description of the rights the holders of the investment coupons of both the merging and the receiving funds have under this Act in the process of merging and the procedure for exercising these rights, and the date of the proposed merger by absorption;

4. a copy of the key investor information document for investors in the receiving fund.

(4) The management companies managing the merging and the receiving funds shall provide the information referred to in paragraphs (1) and (2) of this Article to holders of investment coupons only after the Agency has issued the company managing the receiving fund authorisation to merge by absorption, but at least 30 days before suspending the redemption in accordance with Article 283 of this Act.

(5) If the management companies market investment coupons in accordance with Section 4.2 of this Act, the information on the merger by absorption shall be provided to investors from other Member States in the official language of the relevant Member State or in a language approved by its supervisory authority.

6. The Agency shall specify the content of the information on the proposed merger by absorption to be provided to the holders of the investment coupons of the merging and the receiving funds and the manner of providing it.

Article 279

(Refusal to authorise a merger by absorption)

The Agency shall refuse to authorise a merger by absorption if:

1. it establishes that the provisions of this Act on mergers by absorption have not been complied with;

2. marketing of the investment coupons of the receiving fund is not allowed in all the Member States that allow the marketing of the investment coupons of the merging fund.

Article 280

(Audit of a merger by absorption)

(1) An audit firm (hereinafter: the auditor) appointed by the company managing the merging fund in agreement with the depositary of this fund shall audit the merger by absorption in the period between the cut-off date and the date of the merger.

(2) On the basis of the audit referred to in the preceding paragraph, the auditor shall draw up the audit report on the merger by absorption containing the auditor's findings concerning the following:

1. whether the proposed merger by absorption respects the principle of unchanged financial position referred to in Article 273 of this Act;

2. the adequacy of the method of valuation referred to in point 4 of paragraph (2) of Article 276 of this Act;

3. the correctness of the calculation of any cash payments referred to in Article 271 of this Act;

4. the adequacy of the calculation method of the exchange ratio referred to in point 5 of paragraph (2) of Article 276 of this Act as well as the correctness of the actual calculation of the exchange ratio.

(3) The management companies managing the merging and the receiving funds shall ensure the auditor access to all information necessary for the preparation of the report referred to in the preceding paragraph.

(4) The auditor shall submit the report on the merger by absorption to the management board or the board of directors of the management companies managing the mutual funds involved in the merger by absorption and concurrently to the Agency.

(5) In the case there are more than one merging funds, an audit shall be carried out for each merging fund separately. The management companies managing the merging funds may, in agreement with the depositaries of such funds, permit that the audit be carried out by the same auditor, who prepares a single report on the merger by absorption in which, however, each merging fund is treated separately, that is, the auditor's findings referred to in paragraph (2) of this Article are stated individually for each merging fund.

(6) The provisions of the law governing audits shall apply, mutatis mutandis, to the audit referred to in paragraph (1) of this Act.

(7) The provisions of the ZGD-1 on the liability for damage of the auditor reviewing the merger by absorption shall apply, mutatis mutandis, to the liability of the auditor preparing the report referred to in paragraph (2) of this Article.

(8) The expenses of the audit shall not be paid from the assets of the mutual funds involved in the merger by absorption.

Article 281

(Access to data relating to a merger by absorption)

(1) The holders of the investment coupons of both the merging and the receiving funds shall be entitled to request from the management company managing these funds a copy of the auditor's report on the merger by absorption.

(2) The management company shall provide the holders of investment coupons a copy of the auditor's report on the merger by absorption free of charge no later than on the first business day following the receipt of the written request.

(3) A copy of the auditor's report on the merger by absorption may be provided in electronic form.

Article 282

(Right to withdrawal)

(1) Holders of investment coupons of the merging fund may request that:

1. the merging fund redeem its investment coupons in accordance with paragraph (1) of Article 233 of this Act, while the management company managing the merging fund shall not be authorised to collect any exit charges from the holder, or

2. that the management company managing the merging fund exchange the investment coupons of the merging fund for the investment coupons of another mutual fund with a similar investment policy under the management of the same management company or a management company that has either close links to the management company managing the merging fund or is under single management with such company.

(2) Holders of investment coupons of the receiving fund may request that:

1. the receiving fund redeem its own investment coupons in accordance with paragraph (1) of Article 233 of this Act, while the management company managing the receiving fund shall not be authorised to collect any exit charges from the holder, or

2. that the management company managing the receiving fund exchange the investment coupons of the receiving fund for the investment coupons of another mutual fund with a similar investment policy under the management of the same management company or a management company that has either close links to the management company managing the receiving fund or is under single management with such company.

(3) Holders of investment coupons shall gain the right to withdraw from the fund under the conditions referred to in paragraphs (1) and (2) of this Article on the day of receipt of the information on the merger by absorption referred to in Article 278 of this Act; such right shall be suspended when redemption is suspended in accordance with Article 283 of this Act.

Article 283

(Execution of a merger by absorption)

(1) Management companies shall suspend all payments to and redemptions from the merging and the receiving funds five business days before the cut-off date.

(2) The suspension referred to in the preceding Article shall last until the effective day of the merger, but not more than 15 days.

(3) The management companies managing the merging and the receiving funds shall define the exchange ratio for exchanging the investment coupons of the merging fund for the investment coupons of the receiving fund and, where applicable, the cash payment on the basis of the status on the cut-off date and according to the methodology determined in the merger plan on the basis of which the Agency authorised the merger. The net value of the assets involved in the merger by absorption shall be taken into account.

(4) On the effective day of the merger by absorption, the management companies managing the merging and the receiving funds shall transfer all assets and carry out all activities in relation to each mutual fund involved in the merger by absorption.

(5) On the effective day of the merger by absorption or, in the case of investment coupons issued as written documents, from that day on, the management companies managing the merging and the receiving funds shall exchange the investment coupons of the merging fund for the investment coupons of the receiving fund at the exchange ratio referred to in paragraph (3) of this Article.

(6) The management companies managing the merging and the receiving funds shall not transfer assets or liabilities and shall not exchange investment coupons in compliance with this Article without the prior positive opinion of the auditor on the proposed merger by absorption.

(7) The investments of the receiving fund may derogate from the provisions of this Act and the receiving fund rules for no more than 30 days from the effective day of the merger by absorption.

(8) The Agency shall specify the method of exchanging the investment coupons of the merging fund for the investment coupons of the receiving fund.

Article 284

(Notifying the Agency and the depositary)

The management company managing the receiving fund shall notify the Agency and the depositary of the receiving fund of the merger by absorption on the first business day following the effective day of the merger by absorption.

Article 285

(Disclosure of a merger by absorption)

The management company managing the receiving fund shall publish the information on the entry into effect of the merger by absorption on its website on the first business day following the effective day of the merger by absorption at the latest.

Article 286

(Ratification of a voidable merger by absorption procedure)

After the investment coupons of the merging fund have been exchanged for the investment coupons of the receiving fund, the merger by absorption shall not be declared null and void, nor shall any legal acts carried out in relation to the merger be challenged.

Article 287

(Costs of a merger by absorption)

The costs associated with a merger by absorption shall be charged to the management companies managing the merging and the receiving funds.

Article 288

(The liability of a management company and of the members of its managing board)

(1) The management companies managing the merging and the receiving funds and the members of their management boards or boards of directors shall be liable for any damage caused by the merger by absorption to the holders of the investment coupons of these mutual funds unless they can prove that they carried out the merger by absorption with due diligence.

(2) The provisions of the ZGD-1 on the liability for damages of the merging company, the members of its management board or board of directors, compensation claims against these persons and the statute of limitation concerning these claims shall apply, mutatis mutandis, to the liability for damages of the management company and the members of its management board or board of directors, compensation claims against these persons and the statute of limitations.

(3) Notwithstanding the provisions of the preceding paragraph, the court shall appoint a special representative on the proposal of a holder of the investment coupons of the merging or receiving funds who had holder status in the entire period since the receipt of the notice on the merger by absorption and is, at the time of submitting the proposal for the appointment of a special representative, still a holder of the investment coupons of the merging or receiving funds.

7.10.2.2 Merger by forming a new fund

Article 289

(Application, mutatis mutandis, of the merger by absorption procedure)

(1) The preceding Section of this Act shall apply to mergers by forming a new fund comprising the merging and the receiving fund.

(2) When applying the provisions referred to in the preceding paragraph, the word "merger" shall be used instead of "merger by absorption", "plan of merger" shall be used instead of "plan of merger by absorption", "audit of merger" shall be used instead of "audit of merger by absorption", and "authorisation to merge " shall be used instead of "authorisation to merge by absorption".

(3) For the purpose of applying, mutatis mutandis, Article 276 of this Act, the plan of merger shall include the receiving fund’s rules.

(4) For the purpose of applying, mutatis mutandis, Article 279 of this Act, the Agency shall refuse to authorise a merger also in cases when authorisation to establish a receiving fund may not be granted.

(5) Notwithstanding paragraph (7) of Article 283 of this Act, the investments of the receiving fund may derogate from the provisions of this Act and the receiving fund’s rules for no more than six months from the effective day of the merger.

Article 290

(Establishment of the receiving fund)

The provisions of Section 7.8. of this Act shall apply to the establishment of the receiving fund.

7.10.3 Merger of a mutual fund and an EU UCITS

7.10.3.1. Merger with an EU UCITS where the mutual fund acts as the receiving fund

Article 291

(Use of law)

(1) When a mutual fund acts as a receiving fund in a merger with an EU UCITS the merger shall be carried out under the law governing the mergers of UCITSs in the merging fund home Member State.

(2) A receiving fund may merge with a merging fund of a Member State also under the procedure for changing the legal form not regulated by this Act, if such procedure complies with the provisions of Member States adopted for the transposition of Directive 2009/65/EC on mergers of UCITSs.

(3) Notwithstanding paragraphs (1) and (2) of this Act, Article 272 shall apply, mutatis mutandis, for determining the cut-off date of the merger and the date when the merger takes effect.

(4) If the merger concerns a UCITS that manages itself, the provisions of this Section governing the operation of a management company on behalf of a UCITS shall apply, mutatis mutandis, to the UCITS.

Article 292

(Appropriate information on merger)

(1) After the supervisory authority of a merging UCITS home Member State has transmitted the application to merge the merging EU UCITS with a receiving fund, the Agency assesses whether the information on the merger to be provided to the holders of the investment coupons of the receiving fund are appropriate and compatible with the potential impact of the proposed merger on the holders of the investment coupons of the receiving fund.

(2) If the Agency assesses that the information on the merger to be provided to the holders of the investment coupons of the receiving fund are not appropriate and are not compatible with the potential impact, it shall require that the information to be provided to the holders of the investment coupons of the receiving fund be modified or supplemented.

(3) The Agency shall send the request to modify the information directly to the management company managing the receiving fund within 15 business days of receipt of the application to merge referred to in paragraph (1) of this Article.

(4) The Agency shall inform the competent supervisory authority of the merging fund of the request to modify the information.

(5) The Agency shall inform the competent supervisory authority of the merging fund whether it is satisfied with the modified information within 20 business days after receiving the modified information to be provided to the holders of the investment coupons of the receiving fund.

7.10.3.2. Merger with an EU UCITS where a mutual fund acts as a merging fund

Article 293

(Use of law)

(1) When a mutual fund acts as a merging fund in a merger with an EU UCITS the merger shall be carried out in accordance with Sub-section 7.10.2 of this Act.

(2) When applying the provisions referred to in the preceding paragraph the words "receiving EU UCITS" shall be used instead of "receiving fund".

(3) The application to authorise the merger and the annexes thereto referred to in Sub-section 7.10.2. of this Act shall be in the Slovenian language and in the official language of the supervisory authority of the receiving EU UCITS or in a language approved by this supervisory authority.

(4) Notwithstanding paragraph (1) of this Act, the provisions governing mergers of UCITSs in the receiving EU UCITS Member State shall apply, mutatis mutandis, for determining the cut-off date of the merger and the date when the merger takes effect.

Article 294

(Appropriate information on a merger)

(1) The Agency shall immediately transmit the complete application for authorisation to merge, filed in accordance with Article 275 of this Act, to the competent supervisory authority of the receiving EU UCITS.

(2) If the competent supervisory authority of the receiving UCITS informs the Agency within 15 business days of receipt of the application referred to in the preceding paragraph of having requested that the management company managing the receiving EU UCITS supplement the information on the merger to be provided to the unit-holders of the receiving EU UCITS, the Agency may authorise the merger only after having been informed by the supervisory authority of the UCITS’s home Member State whether they are satisfied with the supplemented information or not.

(3) If the supervisory authority of the receiving EU UCITS informs the Agency that it is not satisfied with the supplemented information on the merger, the Agency shall refuse to authorise the proposed merger.

(4) If the competent supervisory authority of the receiving UCITS does not inform the Agency within 15 business days of receipt of the request referred to in the preceding paragraph of having requested that the management company managing the receiving EU UCITS supplement the information on the merger to be provided to the unit-holders of the receiving EU UCITS, it shall be deemed that the information to be provided to the unit-holders of the receiving EU UCITS is appropriate.

Article 295

(Merger concerning several merging funds)

In the event a merger concerns more than one merging funds, the provisions of Section 7.10.3.2 shall apply to each merging fund separately.

7.11. (Liquidation of a mutual fund)

Article 296

(Reasons for the liquidation of a mutual fund)

A mutual fund shall be liquidated in the following cases:

1. the net asset value of the mutual fund does not reach EUR 100,000.00 within four months of the day the management company received the Agency's decision authorising it to manage the mutual fund;

2. the net asset value of the mutual fund falls below EUR 100,000.00 and fails to rise to EUR 100,000,00 in the ensuing 30 days;

(3) in other cases defined in the fund rules with a decision of the management company to initiate the liquidation of the mutual fund (hereinafter: voluntary liquidation).

Article 297

(Voluntary liquidation)

(1) When a reason specified in the fund rules as the reason to initiate the liquidation of a mutual fund arises, the management company may adopt a decision to liquidate the mutual fund.

(2) In the cases referred to in the preceding paragraph the management company shall not be entitled to charge costs associated with the liquidation of the mutual fund. It shall, likewise, not be entitled to receive the management fee for the period following the adoption of the decision to initiate liquidation.

(3) Notwithstanding the preceding paragraph, the management company shall be entitled to the reimbursement of the costs associated with the voluntary liquidation due to the expiry of a mutual fund if the mutual fund has been established for a fixed period.

Article 298

(Informing holders of investment coupons and reporting to the Agency)

(1) The management company shall inform the Agency of the reasons for liquidation and shall annex to the report the text of the information to be published and the information referred to in paragraph (2) of this Article on the first business day following the day the reason for the liquidation of the mutual fund arose.

(2) The management company shall publish the information on the commencement of the liquidation of the mutual fund on the first business day following the day the reason for liquidation arose, and shall inform each holder of the investment coupons of the mutual fund of the commencement of the liquidation of the mutual fund.

(3) If the management company fails to fulfil the obligation referred to in paragraphs (1) and (2) of this Article, it shall be fulfilled by the depositary within the time limits defined in paragraphs (1) and (2) of this Article, starting on the day the depositary became aware or should have become aware of the management company's failure to act.

(4) The depositary shall have the right to require that the management company pay the costs incurred by the depositary in order to fulfil the obligations referred to in the preceding paragraph.

(5) The Agency shall specify the content of the information to be published and the information to be provided to holders of investment coupons referred to in paragraph (2) of this Article, the manner of publication of the information and the manner of delivering the information to the holders of investment coupons.

Article 299

(The legal consequences of the liquidation of a mutual fund)

1. After the reasons for the liquidation of a mutual fund arise, the holders of investment coupons may no longer claim payment of the redemption value of the investment coupons. The claims for redemption received by the management company after the reasons for the liquidation of the mutual fund have arisen shall have no legal effect.

(2) After the reasons for the liquidation of the mutual fund have arisen, investors may no longer accept the fund rules. Statements of acceptance received by the management company after the reasons for liquidation of the mutual fund have arisen shall have no legal effect.

(3) After the reasons for the liquidation of the mutual fund have arisen, the management fee for the management of the mutual fund shall be paid to the management company at the same time as the payment of the claims of the holders of investment coupons is made.

(4) When the reasons for the liquidation of a mutual fund have arisen, the holders of investment coupons shall be entitled to the payment of a proportionate part of the cash assets equal to the proportion of the number of units of the mutual fund in which the investment coupons owned by the holder are denominated and the total number of units of the mutual fund in circulation.

Article 300

(Realising mutual fund assets and the payment of holders of investment coupons)

(1) A management company shall realise the assets of a mutual fund by selling the fund's assets or in another suitable way.

(2) After the commencement of liquidation, the management company may carry out on behalf of the mutual fund only those transactions that are necessary to realise the fund's assets.

(3) When selling the assets of the mutual fund the management company shall not be bound by the rules on the highest or the lowest permissible holdings of individual types of investments.

(4) When sufficient assets of the mutual fund are realised such that the distribution of the cash assets to the holders of investment coupons is practical, the management company shall prepare a proposal regarding the redemption of the investment coupons of the holders of investment coupons.

(5) The proposal regarding redemption referred to in the preceding paragraph shall be reviewed and approved by the depositary.

(6) The management company shall redeem the investment coupons of the holders of investment coupons in accordance with the proposal within three business days of receiving the approval from the depositary.

(7) The provisions of paragraphs (4) and (6) of this Article shall apply, mutatis mutandis, to all subsequent redemptions of the investment coupons of the holders of investment coupons.

8. UMBRELLA FUNDS


Article 301


The provisions of this Chapter applicable to a management company shall also apply to an EU management company managing an umbrella fund established in the Republic of Slovenia, unless otherwise provided for by any Article hereof.

8.2. Definition of an umbrella fund

Article 302

(An umbrella fund as separate assets)

(1) Each sub-fund of the same umbrella fund shall be regarded as a compartment of the umbrella fund that differs from other sub-funds of such umbrella fund as regards one or more distinctive features.

(2) Umbrella funds shall have no legal personality.

(3) Unless otherwise provided in this Chapter, the provisions of this Act on mutual funds and the regulations on mutual funds shall apply, mutatis mutandis, to the sub-funds of an umbrella fund.

(4) In regulations adopted on the basis of this Act governing mutual funds that, in accordance with the preceding paragraph, apply also to sub-funds of umbrella funds, the Agency shall, considering the provisions of Section 8.3 of this Act, define particular rules for umbrella funds or sub-funds, as appropriate.

8.3 Particular rules applicable to umbrella funds and sub-funds

Article 303

(The name of an umbrella fund and sub-funds)

The name of an umbrella fund shall clearly indicate that it is an umbrella fund.

(2) The name of a sub-fund shall contain the name of the umbrella fund without the words "umbrella fund" and a name making the sub-fund clearly distinguishable from other sub-funds of the same umbrella fund, and an element disclosing the investment policy or the primary investment objectives of the sub-fund.

(3) Except in the umbrella fund rules, the prospectus and the key investor information document, mandatory reports and publications under this Act and in cases provided for by other Acts, the umbrella fund and the sub-fund may use a short name without the indication that it is an umbrella fund.

(4) When the name of an umbrella fund or sub-fund are used in a translation into a foreign language, the elements of the name referred to in this Article may also be translated into that language.

Article 304

(Depositary functions and the segregation of assets)

(1) A management company shall conclude a depositary functions contract with a depositary on behalf of an umbrella fund and all its sub-funds.

(2) The depositary shall perform, on the basis of a contract for the performance of depositary functions, its functions on behalf of each sub-fund of the umbrella fund separately.

(3) The management company and the depositary shall ensure the segregation of the assets of each sub-fund in the manner provided for in Section 6.4 of this Act.

Article 305

(The separate cash account of an umbrella fund)

(1) A management company may open with the depositary separate cash accounts for the umbrella fund that shall be subject to the provisions on the segregation of the assets of this Act.

(2) The management company shall use the separate cash accounts of the umbrella fund to accept only those payments of investors that include two or more sub-funds of the umbrella fund.

(3) The management company shall transfer on a daily basis all cash payments of investors received by the special cash accounts of the umbrella fund to the accounts of individual sub-funds of the umbrella fund, such that the closing balance of the special cash accounts of the umbrella fund at the end of the accounting day is zero.

Article 306

(Investment coupons)

(1) The assets of the umbrella fund shall not be divided into investment coupons. (2) The management company shall not issue investment coupons of the umbrella fund or other umbrella fund securities.

(3) The assets of each sub-fund shall be divided into units. The management company shall issue investment coupons denominated in one or more units or a part of a unit of the assets of each sub-fund.

Article 307

(Investments of sub-funds)

(1) Sections 6.5 and 7.4 shall apply, mutatis mutandis, separately to each sub-fund of an umbrella fund, unless otherwise provided for by this Article.

(2) The management company may aggregate risk management plans of individual sub-funds into a single risk management plan of the umbrella fund, to which each sub-fund participates with a description of the specificities as regards the risk management of the sub-fund concerned.

Article 308

(Fees and costs)

(1) In the umbrella fund rules the management company may set up different entry and exit charges and management fees for each sub-fund.

(2) In the umbrella fund rules the Management company shall define which costs referred to in paragraph (2) of Article 247 shall be charged to a particular sub-fund and which shall be charged to all sub-funds, and the manner of distributing these charges among sub-funds, taking into consideration the following:

1. all costs associated with the operation of a particular sub-fund shall be charged to this sub-fund;

2. common costs may either be split in equal parts or in proportionate parts reflecting the average annual net value of the assets of sub-funds.

Article 309

(Annual and semi-annual reports of an umbrella fund)

(1) The annual and semi-annual reports of an umbrella fund shall include the balance sheet and profit and loss account of the umbrella fund and the annual report referred to in Article 205 of this Act for each sub-fund of the umbrella fund separately.

(2) The Agency may specify the content of the annual and semi-annual reports and the scope of their audit.

Article 310

(The prospectus and the key investor information document)

(1) A management company shall prepare a common prospectus of the umbrella fund for all its sub-funds.

(2) The key investor information document for investors in sub-funds shall be prepared as separate documents for each sub-fund in accordance with the provisions of this Act that apply to the key investor information document for investors in mutual funds.

(3) The prospectus referred to in paragraph (1) of this Article shall clearly state which parts of the document apply to all sub-funds and which parts apply to any individual sub-fund.

(4) A management company that after the establishment of the umbrella fund establishes additional sub-funds shall appropriately amend the prospectus of the umbrella fund and draw up the key investor information document relating to each new sub-fund.

Article 311

(Umbrella fund rules)

(1) The umbrella fund rules shall, besides the general provisions contained in the mutual fund rules, clearly indicate the nature of the fund, i.e. an umbrella fund with at least two sub-funds. Sub-funds shall have no separate rules; the specificities of individual sub-funds shall be defined in the umbrella fund rules.

(2) The umbrella fund rules shall clearly separate the provisions that apply to all sub-funds and from those that apply to any individual sub-fund.

(3) The umbrella fund rules shall define the conditions for exit or redemption from any individual sub-fund and simultaneous entry or payment to another sub-fund without redemption of the redemption value of the investment coupon (a switch from one sub-fund to another), and possible costs associated with switching between different sub-funds.

(4) The umbrella fund rules shall determine the procedure for the first and any subsequent payments to individual sub-funds.

Article 312

(Amending umbrella fund rules)

(1) If after the establishment of an umbrella fund the management company establishes additional sub-funds, the provisions of this Act applying to modifications of mutual fund rules, with the exception of points 3 and 5 of paragraph (3) and paragraph (8) and (9) of Article 253, of this Act shall apply, mutatis mutandis, to amendments of the fund rules in the part relating to new sub-funds and to the Agency's approval of the amended umbrella fund rules in the part relating to new sub-funds.

(2) The amended umbrella fund rules referred to in the preceding Article shall become effective eight days after the publication of the information referred to in paragraph (9) of Article 253 of this Act unless the umbrella fund rules provide for a longer time limit for the implementation of amendments thereto.

(3) If the management company amends the fund rules only in the part referring to an individual sub-fund, the provisions of Article 253 of this Act, subject to the condition that paragraph (9) of Article 253 shall apply only to holders of investment coupons of this sub-fund, shall apply, mutatis mutandis, to the Agency's approval of the amendments of the umbrella fund rules in the part relating to an individual sub-fund.

8.4. Establishment of an umbrella fund

8.4.1. Establishment of a new umbrella fund

Article 313

(Establishment of an umbrella fund)

(1) In the Republic of Slovenia, an umbrella fund may be established exclusively by a management company.

(2) A management company shall establish an umbrella fund by:

1. adopting the rules of the umbrella fund;


3. obtaining authorisation to manage the umbrella fund and authorisation to manage each individual sub-fund.

(3) At the time of establishment an umbrella fund shall comprise at least two sub-funds.

4. An umbrella fund shall be deemed established after the management company has obtained authorisation to manage the umbrella fund and authorisation to manage each individual sub-fund.

Article 314


A management company shall not accept payments for units of sub-funds before the umbrella fund has been established.

Article 315

(Establishment of new sub-funds)

(1) The management company may, at any time during the operation of the umbrella fund, establish new sub-funds by amending the umbrella fund rules in the part relating to new sub-funds and by obtaining the authorisation to manage new sub-funds.

(2) The provisions of the preceding paragraph and of Sub-section 8.4.2. of this Act shall apply, mutatis mutandis, also to the conversion of a mutual fund into a sub-fund of an existing umbrella fund.

8.4.2 Establishment of an umbrella fund from existing mutual funds

Article 316

(Establishment of an umbrella fund from existing mutual funds)

(1) A management company managing at least two mutual funds shall establish an umbrella fund by:

1. adopting the rules of the umbrella fund;

2. adopting a decision to convert mutual funds into sub-funds and their merger into an umbrella fund;

3. preparing a prospectus and a key investor information document for investors in the sub-funds;

4. concluding a contract for the performance of depositary functions for the umbrella fund with a depositary.

Article 317

(Authorisation to establish an umbrella fund from existing mutual funds)

(1) A management company shall be authorised by the Agency to establish an umbrella fund in accordance with the preceding Article. The Agency shall authorise the establishment of an umbrella fund if it is satisfied that the content of:

1. the umbrella fund rules,

2. the umbrella fund prospectus,

3. the contract for the performance of depositary functions, and

4. the key investor information document for the investors in the sub-funds are in accordance with the provisions of this Act and regulations issued on the basis thereof.

(2) The Agency's authorisation referred to in the preceding Article shall be deemed to include authorisation to manage the umbrella fund, authorisation to conclude the contract for the performance of depositary functions, approval of the umbrella fund rules and authorisation to publish the prospectus.

(3) The management company shall publish the information that the authorisation has been issued within eight days of receipt of the Agency's decision authorising it to establish an umbrella fund in accordance with the provisions of this Article.

(4) The Agency shall specify what documents shall be included with the application for authorisation referred to in paragraph (1) of this Article, and the content and the manner of publication of the information referred to in the preceding paragraph.

Article 318

(Date of effect of fund rules)

(1) The rules of an umbrella fund established from existing mutual funds shall become effective on the 30th day following their publication.

(2) The umbrella fund shall be deemed to be established and the mutual funds shall be deemed to be converted into its sub-funds on the date of effect of the fund rules.

(3) The holders of the investment coupons of a mutual fund shall be deemed to have become the holders of the investment coupons of the sub-fund converted from such mutual fund on the date of effect of the fund rules.

8.4.3. The inclusion of the sub-funds of an umbrella fund in another umbrella fund of the same management company

Article 319

(The inclusion of the sub-funds of an umbrella fund in another umbrella fund of the same management company)

(1) A management company managing two or more umbrella funds may include the sub-funds of one umbrella fund in another umbrella fund by:

1. adopting a decision to exclude sub-funds from an umbrella fund and include them in another umbrella fund;

2. appropriately amending the rules of both umbrella funds;

3. appropriately amending the prospectus of both umbrella funds and the key investor information document of the sub-funds that are the subject of the exclusion or inclusion, and

4. appropriately amending the contract for the performance of depositary functions for the two umbrella funds.

(2) If all sub-funds of an umbrella fund are included in another umbrella fund the former shall cease to exist without liquidation after the entry into effect of the rules referred to in paragraph (1) of Article 321 of this Act.

Article 320

(Authorisation to include sub-funds in another umbrella fund)

(1) A management company shall be authorised by the Agency to carry out the procedure referred to in the preceding Article. The Agency shall authorise the inclusion of sub-funds in another umbrella fund if it is satisfied that the content of:

1. the rules of both umbrella funds,

2. the prospectuses of both umbrella funds,

3. both contracts for the performance of depositary functions, and

4. the key investor information document for all sub-funds that are the subject of the inclusion

are in accordance with this Act and the regulations issued on its basis.

(2) The Agency's authorisation referred to in the preceding paragraph shall be deemed to include authorisation to publish the amended prospectuses of both umbrella funds, authorisation to amend the contracts for the performance of depositary functions for both umbrella funds, and approval of the amended rules of both umbrella funds.

(3) The management company shall publish the information that the authorisation has been issued within eight days of receipt of the Agency's decision authorising it to include sub-funds in another umbrella fund.

(4) The Agency shall specify what documents shall be included with the application for authorisation referred to in paragraph (1) of this Article, and the content and the manner of publication of the information referred to in the preceding paragraph.

Article 321

(Date of effect of rules)

(1) The rules of both umbrella funds subject to the procedure referred to in the preceding Article shall become effective on the 30th day following the publication of the information referred to in paragraph (3) of the preceding Article.

(2) The sub-funds shall be deemed to be included in another umbrella fund on the date of effect of the fund rules referred to in the preceding paragraph.

(3) The holders of the investment coupons of the excluded sub-fund shall be deemed to have become holders of the investment coupons of the same included sub-fund of the umbrella fund on the date of effect of the fund rules referred to in paragraph (1) of this Article.

9. MASTER AND FEEDER FUNDS


Article 322


The provisions of this Chapter applicable to a management company shall also apply to an EU management company managing or intending to manage a master or a feeder fund established in the Republic of Slovenia, unless otherwise provided for by any Article hereof.

9.2. Definition of feeder and master funds

Article 323

(Feeder funds and master funds)

1. A feeder fund is a UCITS that has invested at least 85% of its assets in the units of a master fund.

(2) A master fund is a UCITS that has, among unit-holders, at least one feeder fund, is not itself a feeder fund and does not invest in units of its own feeder fund.

9.3. Approval to establish a feeder fund and to start investing

Article 324

(Approval to establish a feeder fund)

(1) A management company that intends to establish a feeder fund shall obtain the approval of the Agency to establish a feeder fund.

(2) A feeder fund may be established as a new feeder mutual fund or an existing mutual fund may be transformed into a feeder fund.

Article 325

(Request for approval to establish a feeder fund)

(1) The management company shall submit the request for approval to establish a new feeder fund together with the application for authorisation to manage a mutual fund.

(2) The management company shall submit the request for approval to establish a new feeder fund from an existing mutual fund together with the application for authorisation to amend existing mutual fund rules.

The management company shall include with the request for approval to establish a feeder fund the following documents:

1. the rules of the feeder and master funds;

2. the prospectus and the key investor information document of the feeder and master funds;

3. the agreement or the internal rules referred to in paragraph (2) of Article 332 of this Act;

4. where applicable, the information-sharing agreement between the depositaries of the feeder and the master funds referred to in paragraph (1) of Article 333 of this Act;

5. where applicable, the information-sharing agreement between the auditors of the feeder and the master funds referred to in paragraph (1) of Article 335 of this Act;

6. where the master fund is established or has its registered office in another Member State, the attestation of the competent supervisory authority of the master fund that the master fund is a UCITS which is not itself a feeder fund and does not hold feeder fund units;

7. where applicable, the text of the notice to unit-holders referred to in paragraph (1) of Article 330 of this Act.

Article 326

(Authorisation to establish a feeder fund)

(1) The Agency shall authorise the establishment of a feeder fund if it is satisfied that the management company that submitted the application for authorisation to establish a feeder fund, the feeder fund, its depositary, its auditor, and the master fund meet all the requirements determined in this Act and regulations issued on its basis.

(2) The approval of the fund rules or the approval of the amended fund rules granted by the Agency shall be deemed to be the authorisation referred to in the preceding paragraph.

Article 327

(Commencement of the investing of feeder fund assets in a master fund)

The investment of a new feeder fund in a given master fund shall not exceed the applicable limit referred to in paragraph (1) of Article 242 of this Act and the amendments of the mutual fund rules resulting in the establishment of a feeder fund shall not become effective until:

1. the information-sharing agreement concluded between the management companies managing the feeder and master funds becomes effective in accordance with paragraph (1) of Article 332 of this Act or the rules referred to in paragraph (2) of Article 332 of this Act become effective;

2. the information-sharing agreement concluded between the depositaries of the feeder and master funds becomes effective in accordance with paragraph (1) of Article 333 of this Act;

3. the information-sharing agreement concluded between the auditors of the feeder and master funds becomes effective in accordance with paragraph (1) of Article 335 of this Act;

4. 30 days have passed from the day when the feeder fund unit-holders were informed, in accordance with Article 330 of this Article, of their right to exit the fund as provided by Article 331.

9.4. Providing information to and the rights of feeder fund unit-holders

Article 328

(Delivering documents at the request of investors)

The management company shall deliver to a feeder fund unit-holder on request and free of charge the following:

1. a paper copy of the prospectus of the master fund;

2. a paper copy of the annual report of the master fund;

3. a paper copy of the semi-annual report of the master fund;

4. a paper copy of the agreement between the management companies managing the master and feeder funds, or the fund rules referred to in Article 332 of this Act.

Article 329

(Additional disclosures in marketing communications)

A management company shall declare in all marketing communications concerning a feeder fund that the feeder fund has permanently invested 85% or more of its assets in the units of a master fund. The management company shall also disclose the name of the master fund in the marketing communication .

Article 330

(The obligation to provide information to investors)

(1) A management company shall, after receiving the Agency's authorisation to establish a feeder fund from an existing mutual fund, or after receiving the Agency's authorisation to amend the feeder fund rules that result in the substitution of the master fund, provide the following information to feeder fund unit-holders:

1. a statement that the Agency has approved the establishment of the feeder fund or the amended feeder fund rules that allow for the substitution of the master fund;

2. the key investor information document referred to in Sub-section 6.7.3. of this Act concerning the feeder and master funds,

3. the date when the feeder fund is to start to invest in the master fund or the date when the exposure of the feeder fund's investment in the master fund will exceed the limit applicable to regular mutual funds, and

4. a statement that the feeder fund unit-holders have the right to request within 30 days of receipt of the notification of the management company the redemption of their units without any exit charges.

2. The management company shall provide the feeder fund unit-holders the statement referred to in the preceding paragraph at least 30 days before the date when the feeder fund is to start to invest in the master fund or the date when the exposure of the feeder fund's investment in the master fund will exceed the applicable limit referred to in paragraph (1) of Article 242 of this Act.

(3) If the units of a feeder fund from another Member State are being marketed within the territory of the Republic of Slovenia, the information referred to in paragraph (1) of this Article shall be provided to unit-holders who acquired feeder fund units within the territory of the Republic of Slovenia in the Slovenian language. That translation shall faithfully reflect the content of the original. The management company managing the feeder fund shall be responsible for the adequacy of the translation.

Article 331

(The right to redemption without charges)

The feeder fund unit-holders have the right to request within 30 days from the receipt of the notification referred to in paragraph (1) of the preceding Article the redemption of the purchase value of their units without any exit charges.

9.5. Information-sharing between the master and feeder funds and their depositaries and auditors

Article 332

(Information-sharing agreement between the depositaries of the master and feeder funds)

(1) The management companies managing the master and feeder funds shall enter into an agreement on the sharing of all information and documents necessary for the feeder fund and the management company to meet the requirements determined in this Act.

(2) In the event that both the master and feeder funds are managed by the same management company, the agreement referred to in the preceding paragraph may be replaced by internal rules.

(3) The management companies shall agree that the agreement referred to in paragraph (1) of this Article shall be governed by Slovenian law, and that any disputes arising from this relationship shall be settled by a Slovenian court.

(4) In the event one of the funds is established in another Member State, the management companies shall agree that either the law of the feeder fund home Member State or the law of the master fund home Member State shall apply, and that any disputes arising from this relationship shall be settled by the court of the Member State whose law shall apply.

Article 333

(Information-sharing agreement between the depositaries of the master and feeder funds)

1. In the event that the master and feeder funds have different depositaries, those depositaries shall enter into an information-sharing agreement in order to ensure the fulfilment of the duties of both depositaries determined by this Act.

(2) The provisions of other acts likely to limit the scope of the information-sharing provided for by this Act shall not apply to information-sharing necessary to meet the requirements referred to in the preceding paragraph.

(3) The management companies shall agree that the agreement referred to in paragraph (1) of this Article shall be governed by the law referred to in paragraphs (3) or (4) of the preceding Article.

(4) In the event the agreement between the management companies is replaced by internal rules, the depositaries shall agree that either the law of the feeder fund home Member State or the law of the master fund home Member State shall apply, and that any disputes arising from this relationship shall be settled by the court of the Member State whose law shall apply.

Article 334

(The duty to communicate information to a depositary

(1) A management company managing a feeder fund shall communicate to the depositary of the feeder fund any information about the master fund that is required for the completion of the duties of the depositary of the feeder fund under this Act.

2. The depositary of the master fund shall immediately inform the Agency, the management company and the depositary of the feeder fund of any irregularities it detects with regard to the master fund that are deemed to have a negative impact on the feeder fund.

Article 335

(Information-sharing agreement between the auditors of the master and feeder funds)

1. In the event that the master and feeder funds have different auditors, those depositaries shall enter into an information-sharing agreement in order to ensure the fulfilment of the duties of both auditors determined by this Act.

In its audit report, the auditor of the feeder fund:

1. shall take into account the audit report of the master fund, and

2. shall report any irregularities revealed in the audit report of the master fund and their impact on the feeder fund.

(3) The provisions of other acts likely to limit the scope of information-sharing provided for by this Act shall not apply to the information-sharing necessary to meet the requirements under this Act.

(4) The auditors shall agree that the agreement referred to in paragraph (1) of this Article shall be governed by the law referred to in paragraphs (3) or (4) of Article 333 of this Act.

(5) If the feeder and the master funds have different accounting years, the auditor of the master fund shall also make an audit report of the statements of account of the master fund for the feeder fund accounting year.

9.6. Particular rules for master and feeder funds and their management companies

Article 336

(Investments of a feeder fund)

(1) The assets of a feeder fund not invested in units of the master fund (hereinafter: residual assets) shall be the liquid assets referred to in paragraph (3) of Article 237 of this Act.

2. Notwithstanding the preceding paragraph, the feeder fund may, if its rules allow it, invest part of the residual assets into the derivative financial instruments referred to in point 7 of paragraph (1) of Article 237 of this Act, provided that such investments are intended for the sole purpose of protecting against counterparty risks, and that the exposure of the feeder fund in relation to derivative financial instruments is in accordance with Articles 237 and 241 of this Act.

(3) The limit referred to in point 4 of paragraph (2) of Article 184 of this Act shall not apply to feeder funds.

Article 337

(Calculation of feeder fund exposure)

For the purposes of calculating the feeder fund's exposure related to the financial derivative instruments referred to in Article 241 of this Act, the feeder fund's global exposure to financial derivative instruments shall be calculated by combining its own direct exposure referred to in paragraph (2) of the preceding Article with either:

1. the master fund's actual exposure to financial derivative instruments in proportion to the feeder fund's investment in the master fund, or

2. the master fund’s potential maximum global exposure to financial derivative instruments provided for in the master fund's rules in proportion to the feeder fund investment in the master fund.

Article 338

(Net asset value calculation and publication)

The management companies managing the master and feeder funds shall take appropriate measures to coordinate the timing of the master and feeder funds' net asset value calculation and publication in order to avoid market timing in their units, to avoid any abuses due to different dates.

Article 339

(Suspending the redemption of units)

(1) When a master fund suspends the sale or redemption of its own units at its own initiative or at the request of the competent supervisory authority, its feeder fund may also suspend the sale or redemption of its units.

(2) The feeder fund may suspend the sale or redemption of its units for no longer than the period of time when the sale or redemption of the master fund's units is suspended.

Article 340

(Providing information on the first payment by a feeder fund)

(1) A management company managing a master fund in compliance with the authorisation of the Agency to manage a mutual fund shall provide information to the Agency on each feeder fund of its master fund.

(2) The management company shall inform the Agency immediately when the first payment of the feeder fund is received by the master fund.

(3) If the feeder fund that is the subject of the information is a feeder UCITS established in another Member State, the Agency shall submit the information referred to in the preceding paragraph to the competent supervisory authority of such feeder fund.

Article 341

(Prohibition of charging entry and exit charges)

A management company managing a master fund shall not charge subscription or investment or redemption fees to the feeder fund (entry and exit charges).

Article 342

(Payment of monetary benefits in connection with an investment in a feeder fund)

Where, in connection with an investment of a feeder fund in the units of the master fund, a fee or other monetary benefit is received by the management company managing the feeder fund, or any person acting on behalf the management company, the fee or other monetary benefit shall be paid into the assets of the feeder fund. Such payment shall increase the assets of the other holders of the feeder fund units.

Article 343

(The duty to provide information)

A management company managing a master fund shall ensure the timely availability of all information that is required in accordance with this Act, the regulations adopted on its basis, and the fund rules of both the master and feeder funds to the Agency, the depositary and the auditor of the feeder fund.

Article 344

(Monitoring the effectiveness of the master fund's management)

1. A management company that manages a feeder fund shall monitor the effectiveness of the management and operation of the master fund.

(2) The management company shall formulate its opinion on the effectiveness of the management and operation of the master fund referred to in the preceding paragraph on the basis of the information and documents received from the master fund's management company, depositary and auditor, unless there is reason to doubt their accuracy.

Article 345

(Submitting information on a supervisory measure)

The Agency shall immediately inform the feeder fund's management company, or, where applicable, the depositary or auditor of any measure adopted with regard to the master fund's operation.

Article 346

(Specificities concerning the marketing of the units of a master UCITS)

(1) Sub-section 4.1.2 and Article 444 of this Act shall not apply to a master EU UCITS that does not raise capital from legal and natural persons within the territory of the Republic of Slovenia, but only has one or more feeder UCITS in the Republic of Slovenia.

(2) Notwithstanding paragraph (1) of Article 6 of this Act, if at least two feeder funds invest in a master fund the management company managing this master fund may choose not to sell master fund units to the public.

9.7. The prospectus and annual and semi-annual reports of a feeder fund

Article 347

(The prospectus of a feeder fund)

In addition to the mandatory information referred to in Article 196 of this Act, the prospectus of a feeder fund shall contain the following information:

1. a declaration that the fund is a feeder fund and as such permanently invests 85% or more of its assets in the units of a master fund, and the name of that master fund;

2. the investment objective and policy of the feeder fund, including an assessment of the risk linked to investment in the units of the master fund;

3. a declaration of whether the performance of the feeder and the master funds are identical, or to what extent and for which reasons they differ;

4. an indication of where the residual assets of the feeder fund referred to in Article 336 of this Act are invested;

5. a brief and clear description of the master fund, its organisation, and its investment objective and policy, including the risk profile;

6. information on where and how the prospectus of the master fund may be obtained, and further information on the master fund;

7. a summary of the agreement referred to in Article 332 of this Act and information on where and how further information on the agreement may be obtained;

8. a description of all remuneration or reimbursement of the costs payable by the feeder fund to the master fund by virtue of its investment in the units of the master fund, as well as of the aggregate charges of the feeder fund and the master fund;

9. a description of the tax implications of the investment in the master fund for the feeder fund.

Article 348

(The annual and semi-annual reports of the feeder fund)

(1) In addition to the information provided by the annual report of the mutual fund, the annual report of the feeder fund shall include a statement on the aggregate charges of the feeder fund and the master fund.

(2) The annual and the semi-annual reports of the feeder fund shall include information on where and how the annual and the semi-annual reports of the master fund may be obtained.

9.8. The impact of the master fund's liquidation, merger or separation on the feeder fund

Article 349

(Liquidation of a master fund)

1. If a master fund is liquidated the management company that manages the feeder fund shall initiate the liquidation of the feeder fund.

(2) The provisions of the preceding paragraph shall not apply if the Agency grants to the management company managing the feeder fund in accordance with Section 9.3 of this Act approval of:

1. amended rules of the feeder fund allowing the feeder fund to invest at least 85% of its assets in units of another master fund, or

2. amended rules of the feeder fund enabling the feeder fund to be converted into a UCITS.

(3) The management company managing the feeder fund shall submit to the Agency the request for approval referred to in the preceding paragraph or the information on the intended liquidation of the feeder fund within two months from the date of receipt of the information on the intended liquidation of the master fund. If the management company managing the feeder fund receives the information on the intended liquidation of the master fund more than five months before the liquidation, it shall submit the request for the information referred to in the preceding sentence to the Agency at least three months before the date of liquidation.

(4) The management company managing the feeder fund shall immediately inform all unit-holders of the feeder fund of the intended liquidation of the feeder fund referred to in paragraph (1) of this Article.

(5) The liquidation of the master fund shall take place no sooner than three months after the company managing the master fund has informed the following of the intended liquidation:

1. all unit-holders of the master fund, and

2. all the authorities competent to supervise feeder funds.

Article 350

(The merger of a master fund with another open-end investment fund)

1. If a master fund merges with another open-end investment fund the management company shall immediately initiate the liquidation of the feeder fund.

(2) The provisions of the preceding paragraph shall not apply if the Agency grants to the management company managing the feeder fund in accordance with Section 9.3 of this Act approval of:

1. amended rules of the feeder fund allowing the feeder fund to invest at least 85% of its assets in the units of the new master fund resulting from the merger by absorption or the merger of the master fund with another fund;

2. amended rules of the feeder fund allowing the feeder fund to invest at least 85% of its assets in the units of another master fund, or

3. amended rules of the feeder fund enabling the feeder fund to be converted into a UCITS.

(3) A master fund may merge with another fund only after 60 days have passed from the day the master fund informed all of its unit-holders and the competent supervisory authorities of its feeder funds’ home Member States of the intended merger in accordance with Article 278 of this Act.

(4) Within the time limit referred to in the preceding paragraph, the request of the feeder fund, the master fund shall redeem its own units, subject to the provisions of Article 341 concerning exit costs.

(5) The provisions of the preceding paragraph shall not apply if the Agency grants approval to the management company managing the feeder fund in accordance with point 1 of paragraph (2) of this Article.

(6) The management company shall submit to the Agency the request for approval referred to in paragraph (2) of this Article or the information on the intended liquidation of the feeder fund within one month from the date of receipt of the information on the intended merger of the master fund with another fund. If the management company managing the feeder fund receives the information on the intended merger of the master fund with another fund or the data referred to in Article 278 of this Act more than four months before the intended date of the liquidation, it shall submit the request or the information referred to in the preceding sentence to the Agency at least three months before the date of liquidation.

(7) The management company managing the feeder fund shall immediately inform all unit-holders of the feeder fund of the intended liquidation of the feeder fund referred to in paragraph (1) of this Article.

9.9. The investment of a feeder fund assets in an EU master fund

Article 351

(Application of provisions of this Act on investing the assets of a feeder fund in an EU master fund )

(1) Unless otherwise provided for by this Section, the provisions of this Act governing feeder fund investments in a master fund established as a mutual fund under this Act shall apply, mutatis mutandis, to investing the assets of a feeder fund in an EU master fund .

(2) When applying the provisions of this Act in accordance with the preceding paragraph, the words "EU master fund " shall be used instead of "master fund".

(3) When applying the provisions of paragraph (1) of this Act, the words "supervisory authority of an EU master fund" shall be used instead of "Agency" when the term Agency is used in the meaning of the supervisory authority of a master fund.

Article 352

(The division of an EU master fund)

The provisions of Article 350 of this Act shall apply to a feeder fund when a master fund is divided into two or more funds.

Article 353


The Agency shall inform a management company managing a feeder fund of any communication received from a supervisory authority of a Member State stating that a supervisory measure has been imposed on a master fund of that Member State.

9.10. Investing the assets of an EU feeder fund in a master fund established as a mutual fund under this Act

Article 354

(The application of the provisions of this Act on investing the assets of an EU feeder fund in a master fund)

(1) The provisions of this Act governing the operation of a master fund in which the assets of a feeder fund are invested shall apply, mutatis mutandis, to a master fund in which the assets of an EU feeder fund are invested.

(2) When applying the provisions of this Act in accordance with the preceding paragraph, the words "EU feeder fund" shall be used instead of "feeder fund".

Article 355

(Notifying a master fund and issuing attestation to a master fund)

At the request of a master fund, the Agency shall issue an attestation proving that a master fund satisfies the requirements referred to in paragraph (2) of Article 323 of this Act.

Article 356

(The duty to provide information)

A management company managing a master fund shall ensure the timely availability of all information to the supervisory authority, the management company, the depositary and the auditor of an EU feeder fund that these persons may require in accordance with this Act, the regulations adopted on its basis, and the rules of the feeder fund.

Article 357


The Agency shall immediately inform the management company of an EU feeder fund of any supervisory measure adopted with regard to the operation of the master fund.

9.11. The Agency's regulations

Article 358

Regulations on master and feeder funds

(1) The Agency shall prescribe regulations specifying:

1. the manner in which to provide the information referred to in paragraph (1) of Article 330 of this Act to holders of investment coupons;

2. the agreement or the internal rules referred to in paragraph (2) of Article 332 of this Act;

3. the content of the information-sharing agreement between the depositaries referred to in paragraph (1) of Article 333 of this Act;

4. violations of a master fund that are deemed to have a negative impact on a feeder fund and which the depositary shall immediately communicate to the Agency in accordance with paragraph (2) of Article 334 of this Act;

5. the content of the information sharing agreement between the auditors referred to in paragraph (1) of Article 335 of this Act on the basis of the approval previously granted by the Slovenian Audit Institute;

6. the procedure and the delivery of the approval in accordance with paragraph (2) of Article 349 and paragraph (2) of Article 350 of this Act.

(2) The Agency may specify the measures referred to in Article 338 of this Act concerning the timing of the net asset value calculation and publication.

10. ALTERNATIVE INVESTMENT FUNDS THAT RAISE CAPITAL FROM THE PUBLIC (APIFs)

10.1 Common provisions

10.1.1. Definition

Article 359


(1) The provisions of this Section shall govern the business of APIFs regardless of their type.

(2) An APIF may be managed by a management company referred to in Article 13 of this Act authorised to manage investment funds for a certain type of APIF and recorded in the Agency's register of alternative investment fund managers under the law governing alternative investment fund managers (AIFMs).

(3) Notwithstanding the preceding paragraph, an APIF may be managed by:

1. an AIFM authorised to manage alternative investment funds under the law governing alternative investment fund managers;

2. an EU AIFM authorised to manage alternative investment funds under the law governing alternative investment fund managers in compliance with the provisions of Member States adopted for the transposition of Directive 2009/65/EC, and who may directly provide the management of alternative investment funds in accordance with the provisions of the law governing alternative investment fund managers.

(4) The provisions of this Chapter applicable to a management company shall apply, mutatis mutandis, to alternative investment fund managers authorised to manage alternative investment funds under the law governing alternative investment fund managers, and to alternative investment fund managers from Member States (EU AIFM) authorised to manage alternative investment funds in compliance with the provisions of Member States adopted for the transposition of Directive 2009/65/EC that manage an APIF established in the Republic of Slovenia, unless otherwise provided for by any Article hereof.

(5) Concerning the management of APIFS, the provisions of Article 163 of this Act shall also apply to the managers referred to in paragraph (3) of this Article.

Article 360

(Special conditions for changing the status of an APIF

In addition to the provisions of this Act concerning a change in the status of individual types of APIFs, such change shall be governed by the following principles:

1. an alternative investment fund with which an APIF intends to merge shall have a comparable investment policy;

2. an APIF may merge with an alternative investment fund regardless of its place of establishment or the fact that such fund is intended for non-professional clients, provided that the APIF resulting from the merger by absorption or the new alternative investment fund resulting from the merger meet the requirements determined for APIFs by this Act;

3. in the case of a merger by absorption, the management company shall obtain for such new alternative investment fund authorisation by the Agency to manage an alternative investment fund or an investment company;

4. division of an APIF shall not be permitted.

10.1.2. Permissible investments and other assets of an APIF

Article 361

(Types of permissible investments and other assets)

(1) In addition to the investments referred to in paragraph (1) of Article 237 of this Act, APIFs may invest in:

1. units of alternative investment funds that are managed by managers authorised in compliance with the provisions adopted for the transposition of Directive 2009/65/EC, or possessing authorisation from the competent authority of a Member State,

2. money deposits with more than 12 months maturity,

3. precious metals or certificates representing them,

4. real estate and special purpose vehicles established to purchase, hold or administer real estate (hereinafter: SPV).

(2) An APIF shall invest no more than 30% of its assets in transferable securities and money market instruments that do not meet the requirements referred to in paragraph (1) of Article 237 of this Act.

(3) An APIF shall have other liquid assets that meet the requirements determined by the Agency in the general regulation referred to in Article 244 of this Act.

(4) The assets of an APIS may comprise amounts receivable resulting from normal operations, provided that the management company ensures that such claims are honoured within the usual time limits.

(5) The first payment of an investor in an open-end APIF shall be no less than EUR 25,000, except for APIFs whose rules provide for at least 80% of exposure to the investments referred to in point 1 of paragraph (1) of this Article.

Article 362

(Permissible risk exposure to a counterparty)

1. The management company shall ensure adequate diversification of APIF investments.

(2) An APIF shall invest no more than 20% of its assets in transferable securities and money market instruments issued by the same entity.

(3) An APIF shall invest no more than 20% of its assets in deposits made with the same credit institution.

(4) The risk exposure of an APIF to a single entity, a counterparty in a derivative transaction on the market of institutional investors shall not exceed either:

- 10% of its assets when the counterparty is a credit institution referred to in point 6 of paragraph (1) of Article 237 of this Act, or

- 5% of its assets, in other cases.

(5) Notwithstanding the individual limits referred to in paragraphs (2) to (4) of this Article, an APIF shall not be exposed to or combine, where this would lead to the investment of more than 25% of its assets in a single entity, any of the following:

1. investments in transferable securities or money market instruments issued by that entity;

2. deposits made with that entity, or

3. exposures arising from derivative transactions on markets of institutional investors undertaken with that entity as counterparty.

(6) Notwithstanding the limits referred to in paragraph (2) of this Article, an APIF may invest not more than 35% of its assets in transferable securities or money market instruments issued by the same entity if they are issued or guaranteed by the Republic of Slovenia, a regional or local authority thereof, a Member State, a regional or local authority thereof, a third country or by a public international body to which at least one Member State belongs.

(7) Notwithstanding the limits referred to in paragraph (2) of this Article, an APIF mutual fund may invest a maximum of 25% of its assets in bonds issued by a credit institution that has its registered office or a branch in the Republic of Slovenia or a Member State and is subject by law to special public supervision designed to protect bond-holders. Assets deriving from the issue of such bonds shall be invested in accordance with the law in assets that, during the whole period of validity of the bonds, are capable of covering the claims attached to the bonds and which, in the event of the failure of the issuer, would be used on a priority basis for the reimbursement of the principal and payment of the accrued interest.

(8) Where an APIF invests more than 5% of its assets in the bonds issued by a credit institution referred to in the preceding paragraph, the total value of these investments may reach up to 80% of the value of the APIF assets.

(9) The limits referred to in this Article shall not be combined, and thus an APIF’s investments in transferable securities or money market instruments issued by the same entity, or in deposits or derivative instruments created by this entity shall not exceed 35% of the APIF’s assets.

Article 363

(Permissible risk exposure to entities included in the same group)

(1) For the purpose of calculating the exposure of an APIF, two or more bodies that are included in the same group and constituting a single risk shall be regarded as a same body. This applies in particular to bodies that are included in the same group or having close links for the purposes of consolidated accounts in accordance with the ZGD-1, Slovenian accounting standards and recognised international accounting rules.

(2) The provisions on mutual funds of this Act and regulations issued on the basis thereof shall apply, mutatis mutandis, to the exposure of APIFs to special categories of bodies.

Article 364

(Exposure relating to derivatives)

The provisions of this Act on mutual funds and the regulations issued on the basis thereof shall apply, mutatis mutandis, to the exposure of APIFs to financial derivative instruments.

Article 365

(Exposure relating to units of investment funds)

(1) An APIF may invest all its assets in units of investment funds, provided that the exposure to any investment fund shall not exceed 25% of all of the APIF’s assets, with the exception of feeder APIFs under the law governing alternative investment fund managers.

(2) An APIF shall invest no more than 30% of its assets in units of closed-end alternative investment funds.

(3) If expressly allowed by the fund's rules or instruments of incorporation, an APIF may invest in the units of investment funds that are managed, directly or by delegation, by the same management company, or in the units of other investment funds that are managed by any other company with which the management company has close links, provided that the management company or the other company with which the management company has close links does not charge entry or exit charges to the APIF for such investments, and that these investments are not intended to double management fees.

(4) An APIF that invests or will invest a significant part of its assets into investment funds shall disclose in its prospectus the maximum level of the fee for the management of the investment fund that is still acceptable for the APIF. An APIF shall indicate in its annual report the maximum aggregate sum of management fees charged for its operation and fees charged for the investment fund operation in the financial year concerned.

(5) The assets of the APIF shall not be included in the calculation of the exposure of the APIF to the individual bodies referred to in Articles 362 and 363 of this Act.

Article 366

(Exposure relating to precious metals)

An APIF may invest no more than 20% of its assets in precious metals or certificates representing them.

Article 367

(Exposure relating to investments in real estate and other specificities of APIFs that will invest in real estate or special purpose vehicles)

(1) An APIF investing in real estate or special purpose vehicles may only operate in the form of an investment company, provided that in addition to the requirements applicable to investment companies it satisfies the following requirements:

1. it invests at least 75% of its assets in real estate and special purpose vehicles or in units of other investment funds that invest most of their assets in real estate and invest residual assets in bank deposits, money market instruments and bonds referred to in paragraph (7) of Article 362 of this Act;

2. it invests no more than one third of its assets in a single piece of real estate or special purpose vehicle;

3. it invests no more than 25% of its assets in encumbered real estate, provided that the unpaid mortgage balance on the real estate is no more than 50% of the value of the real estate;

4. the real estate is the exclusive property of the APIF on the effective date of the real estate purchase contract;

5. at least 75% of its income results from investments in real estate, special purpose vehicles or in the units of other investment funds that invest most of their assets in real estate;

6. at least 90% of the net profit of the financial year is distributed in the form of dividends on an annual basis;

7. the management company shall liquidate the APIF it its assets fail to reach EUR 5,000,000 within two years of its establishment or if they fall below EUR 5,000,000 for more than eight months.

(2) Derogation from the restriction referred to in points 1 and 2 of the preceding paragraph shall be permitted for a maximum of two years of the beginning of APIF operation, and in a possible further increase in its capital for a maximum of seven months of such capital increase.

(3) The management company shall not guarantee in advance the purchase of any real estate from the assets of the APIF to any entity.

(4) Notwithstanding the provisions of paragraph (1) of Article 195 of this Act, the APIF referred to in paragraph (1) of this Article may borrow a maximum of 25% of its assets in total for the purpose of acquiring real estate and ensuring short-term liquidity, and the maturity of such loans may exceed 6 months.

Article 368

(Special purpose vehicles)

(1) A special purpose vehicle may be established or owned by an investment company if such possibility is provided for in its instruments of incorporation.

(2) The investment company shall inform the Agency prior to the establishment or purchase of a special purpose vehicle, and shall indicate in the communication the names of the persons it envisages to appoint as responsible persons of the special purpose vehicle.

(3) A special purpose vehicle shall not be established as a partnership.

(4) The investment company shall have 100% of the holdings of the special purpose vehicle, while the instruments of incorporation of the special purpose vehicle shall provide for representatives of the investment company to have a majority in the management of the special purpose vehicle.

(5) A special purpose vehicle may acquire and manage only one piece of real estate.

(6) A special purpose vehicle shall issue neither debt securities nor money market instruments.

(7) A special purpose vehicle shall not enter into contractual relationships or conclude contracts in which the investment company is not a party, or which have not been approved by the investment company.

(8) Notwithstanding paragraph (1) of Article 189, an investment company may lend its own funds to its special purpose vehicles subject to express provisions detailed in the special purpose vehicle's instruments of incorporation.

(9) The investment company shall enable the depositary to have comprehensive access to all investments and operations of the special purpose vehicle, and the depositary shall carry out its functions in relation to the assets of the special purpose vehicle in the same manner as for the assets of the investment company.

(10) The investment company shall calculate the value of the assets of the special purpose vehicle according to the same rules that apply to its own assets.

Article 369

(Regulation on an APIF's investments and other management rules)

The Agency may specify requirements and criteria in relation to the investments and other assets of APIFs in the regulation referred to in Article 244 of this Act.

10.1.3 Fees and costs

Article 370

The management fee and the performance fee

(1) A management company shall be entitled to a management fee for managing an APIF in the amount provided for in the APIF's rules or instruments of incorporation.

(2) The management fee shall be expressed as a percentage of the annual net value of the assets of the APIF.

(3) The management company shall be paid the management fee out of the assets of the APIF for the periods and within the time limits defined in the APIF rules or instruments of incorporation.

(4) When provided for in the APIF rules or instruments of incorporation, the management company shall be entitled to a performance fee that shall be defined and explained in a clear, transparent and unambiguous manner in the APIF rules or instruments of incorporation.

Article 371

(Operating costs)

(1) In addition to the management fee, the management company shall be entitled to receive payment from the assets of the APIF only for those operating costs associated with APIF management provided for in the APIF rules or instruments of incorporation.

(2) The APIF rules or instruments of incorporation may provide that in addition to the management fee the management company shall be entitled to receive management fees and payments from the assets of the APIF for all or some of the following costs associated with the operation of the APIF:

1. costs in respect of the acquisition and disposal of the assets of the APIF, such as the fees and costs of brokers, the managers of regulated markets and multilateral trading systems, the managers of settlement systems or central securities clearing corporations, entry charges to regulated markets, costs associated with the acquisition or selling of real estate or precious metals, and the proportional part of the fees and costs of advisory firms linked to the management company joining with other sellers in order to achieve a more favourable transaction on behalf of the APIF than could have been obtained without such joint action;

2. payment transactions fees, unless the depositary is entitled to them;

3. costs related to the auditing of the annual report of the APIF and the costs of experts engaged in the drafting and auditing of the annual report;

4. costs related to informing the holders of investment coupons of the APIF under this Act and other regulations requiring the provision of information to the holders of units of the APIF;

5. costs related to the exercise of rights attached to the financial instruments held by the APIF for the account of the APIF;

6. costs arising from the procedures referred to in paragraph (3) of Article 169 and paragraph (2) of Article 170 of this Act;

7. taxes and other compulsory charges related to the assets of the APIF or its turnover;

8. the costs of the depositary for performing depositary functions;

9. costs related to interest rates and other costs related to the borrowing the management company carries out on behalf of the APIF in accordance with this Act;

10. costs related to the distribution of the net profit or income of the APIF;

11. costs related to the valuation of real estate, registering ownership and other rights on real estate, costs related to the exercise of such rights, and costs associated with the use and maintenance of real estate, including depreciation;

12. costs related to the safekeeping of precious metals.

(3) The management company shall submit an order to pay the costs referred to in the preceding paragraph from the assets of the APIF to the depositary, which shall execute the order.

Article 372

(Other costs that the management company is entitled to charge to individual holders of units of the APIF)

An APIF’s rules or instruments of incorporation may provide that the management company shall be entitled to charge to individual holders of units of the APIF administrative fees borne by the management company in relation to the following:

1. transferring investment coupons of the alternative mutual fund in accordance with paragraph (11) of Article 227 of this Act or transferring shares of the investment company in relation to registrations based on decisions by state authorities on the basis of the law governing book-entry securities;

2. recording or deleting the rights of third parties attached to units of the APIF or claims attached to units of the APIF, or

2. submitting statements of account of units of the APIF at the investor's request.

Article 373

(Total operating costs of an APIF)

The management company shall calculate and publish the total operating costs of the APIF calculated in accordance with the regulation referred to in paragraph (3) of Article 249 of this Act.

10.2. Alternative mutual funds

10.2.1. Definition of an alternative mutual fund

Article 374

(Application mutatis mutandis)

The provisions of Section 7. 2. of this Act shall apply, mutatis mutandis, to alternative mutual funds unless otherwise provided by this Sub-section.

Article 375

(An alternative mutual fund as separate assets)

(1) An alternative mutual fund is a fund whose assets are separate from the assets of the management company that manages this fund, and from other assets managed by the management company.

(2) An investor who invests into the alternative mutual fund becomes a holder of an investment coupon of the alternative mutual fund. The provision of paragraph (1) of Article 227 of this Act shall apply, mutatis mutandis, to the rights conferred upon a holder of an investment coupon.

(3) Alternative mutual funds shall have no legal personality.

Article 376

(The name of an alternative mutual fund

(1) The name of an alternative mutual fund shall contain a declaration that the fund is an alternative mutual fund, and a declaration disclosing the fund's investment policy or the alternative mutual fund's primary investment objectives.

(2) Except in alternative mutual fund rules, the prospectus and the key investor information document, mandatory reports and publications under this Act and in the cases provided for by other Acts, an alternative mutual fund may use a short name without an indication that it is an alternative mutual fund, however, it must contain an indication that it is an APIF.

(3) When the name of an alternative mutual fund is used in translation into a foreign language, the elements of the name referred to in this Article may also be translated into that language.

Article 377

(Accounting period for the calculation of the net asset value)

(1) The accounting period for the calculation of the net asset value of an alternative mutual fund shall not exceed 12 months.

(2) An alternative mutual fund's net asset value shall be calculated at least for each accounting period as at the date of calculating the payments and redemptions of the alternative mutual fund's investment coupons.

10.2.2. (Investment coupons of an alternative mutual fund)

Article 378


The provisions of Section 7. 3. of this Act shall apply, mutatis mutandis, to the investment coupons of an alternative mutual fund unless otherwise provided for by this Sub-section.

Article 379

(Payment for an investment coupon)

(1) The investment coupons of an alternative mutual fund may only be paid in cash.

(2) If so provided for in the alternative mutual fund rules, the investment coupons may be paid, by derogation from the preceding paragraph, with the transferable securities referred to in points 1 to 3 of paragraph (1) of Article 237 of this Act that are permitted as an alternative mutual fund investment.

(3) The Agency shall specify the conditions and restrictions concerning payment with transferable securities referred to in the preceding paragraph.

(4) The management company shall determine in the alternative mutual fund rules the minimum amount of the first payment in the alternative mutual fund.

(5) The investor shall pay the purchase value of the investment coupon by making a payment into a separate cash account of the alternative mutual fund or paying with transferable securities referred to in points 1 to 3 of paragraph (1) of Article 237 of this Act in accordance with the alternative mutual fund rules.

Article 380

(Redemption of alternative mutual fund investment coupons)

(1) An alternative mutual fund shall redeem its investment coupons at the request of any holder of such investment coupons.

(2) The management company shall define in the alternative mutual fund rules the period in which the alternative mutual fund shall redeem the investment coupons of holders of the investment coupons. The redemption period shall not be less than the accounting period for the calculation of the net asset value and shall take the latter into consideration. This period of time may not exceed one year.

(3) In the alternative mutual fund rules the management company shall determine the time limit for the redemption of the redemption value of the investment coupons of the alternative mutual fund, which shall not exceed:

1. the last business day of the first accounting period for the calculation of the net asset value per share after the last accounting period, or

2. 60 days after the termination of the accounting period in which the request for the redemption of the investment coupons of the alternative mutual fund was filed.

(4) The alternative mutual fund rules may provide that holders of investment coupons shall notify their intention to request the redemption of the investment coupons of the alternative investment fund in advance.

(5) Upon the prior consent of a holder of an investment coupon of an alternative mutual fund, the redemption value of the investment coupon may be paid with transferable securities from the assets of the alternative mutual fund in holdings reflecting the composition of the alternative mutual fund's investments.

(6) The Agency shall specify the conditions and restrictions concerning redemption with transferable securities referred to in the preceding paragraph.

Article 381

(Measures in the event of temporary inability to ensure prompt redemptions)

(1) The provisions of Article 233 of this Act shall apply, mutatis mutandis, to the temporary suspension of the redemption of the investment coupons of an alternative mutual fund or to the temporary partial redemption of the investment coupons of an alternative mutual fund under the deferred items on the balance sheet of assets according to the criterion of liquidity.

(2) The rules of an alternative mutual fund that may invest no more than 20% of its assets in precious metals or no more than 30% of its assets in other transferable securities and money market instruments that do not meet the requirements referred to in paragraph (1) of Article 237 of this Act, or in a combination of the above, shall provide for the possibility of introducing the totality of the measures referred to in paragraph (2) of Article 233 of this Article and shall contain a warning as to the impact of the introduction of any of the measures on the rights of the holders of the investment coupons.

10.2.3. Entry and exit charges, the distribution of profits and management rules

Article 382

(Application mutatis mutandis in relation to entry and exit charges)

(1) The provision of paragraphs (1) and (5) of Article 245 of this Act shall apply, mutatis mutandis, to the entry and exit charges of an alternative mutual fund.

(2) Alternative mutual fund rules shall clearly and transparently define the manner and the amount of entry and exit charges that may be calculated for payments to and redemptions from the alternative mutual fund.

Article 383

Application mutatis mutandis to the distribution of profits (Distribution of profits – application, mutatis mutandis, of the provisions of this Act?)

The provisions of Section 7.6. of this Act shall apply, mutatis mutandis, to the distribution of the profits or income of an alternative mutual fund.

Article 384

Application mutatis mutandis to the management rules (Management rules – application, mutatis mutandis, of the provisions of this Act?)

The provisions of Section 7.7. of this Act shall apply, mutatis mutandis, to an alternative mutual fund’s rules unless otherwise provided for by this Sub-section.

Article 385

(The content of the rules of an alternative mutual fund)

In addition to the content referred to in Article 251 of this Act and the mandatory content referred to in this Section, the rules of an alternative mutual fund shall also include other elements prescribed by the Agency.

Article 386

(Amending fund rules)

(1) A management company shall obtain the approval of the Agency for any amendment of the rules of an alternative mutual fund.

(2) The following shall be included with the request for approval of amended alternative mutual fund rules:

1. the text of the alternative mutual fund rules clearly indicating the amendments, and

2. the consolidated text of the alternative mutual fund rules.

(3) The management company shall file the request for approval of the amended alternative mutual fund rules together with the application to publish an amended prospectus due to modified data in the prospectus due to the amended rules.

(4) The Agency shall decide on the request referred to in the preceding paragraph together with the decision on approving the amended alternative mutual fund rules.

(5) Paragraph (5) of Article 197 of this Act shall not apply to the decision-making on the request referred to in paragraph (3) of this Article.

(6) The Agency shall approve the alternative mutual fund rules if their content is in accordance with the provisions of this Act and the regulations issued on the basis thereof.

(7) The alternative mutual fund rules shall also determine the time limit for the implementation of the amendments.

(8) The management company shall publish the information on the amended alternative mutual rules within eight days of receiving the Agency's approval of the amended fund rules, and shall inform all holders of investment coupons of these amendments within 15 days of receiving the Agency's approval.

(9) The Agency shall specify the content of the publication and the notice, the manner of publication of the information and the manner of submitting the notice to holders of investment coupons referred to in the preceding paragraph.

10.2.4. Establishment of an alternative mutual fund

Article 387

(Establishment of an alternative mutual fund)

(1) In the Republic of Slovenia an alternative mutual fund may be established exclusively by:

1. a management company referred to in Article 13 of this Act authorised to manage investment funds for this type of APIF and recorded in the Agency's register of alternative investment fund managers under the law governing AFIMs;

2. an AIFM authorised to manage alternative investment funds under the law governing AIFMs and authorised to manage alternative funds pursuing this kind of investment strategy;

3. an EU AFIM authorised to manage alternative investment funds in compliance with the provisions of Member States adopted for the transposition of Directive 2011/61/EU, and authorised to manage alternative funds pursuing this kind of investment strategy.

(2) The provisions of this Sub-section relating to the management company shall also apply to the managers referred to in points 2 and 3 of the preceding paragraph.

(3) A management company shall establish an alternative mutual fund by:

1. adopting the rules of the alternative mutual fund,


3. obtaining authorisation to manage an alternative mutual fund.

(4) An alternative mutual fund is established when the management company has been granted the Agency's authorisation to manage an alternative mutual fund.

Article 388


A management company shall not accept payments for the investment coupons of an alternative mutual fund before the alternative mutual fund has been established.

Article 389

(Application for authorisation to manage an alternative mutual fund)

(1) A management company shall include with its application for authorisation to manage an alternative mutual fund the risk management plan for the alternative mutual fund.

(2) The Agency shall have the right to request from the management company additional data necessary for assessing whether the management company satisfies the requirements determined by this Act, the law governing AIFMs or the regulations issued on the basis thereof.

Article 390

(Decision-making regarding authorisation to manage an alternative mutual fund)

(1) The Agency shall grant authorisation to manage an alternative mutual fund if it is satisfied that the management company fulfils the conditions for managing the alternative mutual fund to which the application refers prescribed by this Act and the law governing alternative investment fund managers.

(2) The Agency may refuse to grant authorisation to manage an alternative mutual fund to a management company that already manages investment funds in the Republic of Slovenia in cases when such management company has been the subject of a final decision in relation to violations of the provisions of this Act.

(3) The Agency shall refuse to grant authorisation to manage an alternative mutual fund if:

1. the EU AIFM is not authorised by the competent authority to manage alternative investment funds;

2. the AIFM is not authorised to manage alternative investment funds under the law governing AIFMs;

3. the management company is not authorised to manage investment funds for the relevant type of APIF;

4. the management company is not authorised by the Agency to conclude a contract for the performance of depositary functions referred to in Article 174 of this Act;

5. the management company failed to obtain the Agency's approval of the alternative mutual fund rules in accordance with Article 252 of this Act;

6. the management company failed to obtain the Agency's approval to publish the prospectus referred to in Article 197 of this Act;

7. the management company fails to meet other requirements for managing alternative mutual funds as determined by this Act or the law governing alternative investment fund managers or the regulations issued on the basis thereof.

10.2.5. Delegation of management and mergers of alternative mutual funds

Article 391


(1) The provisions of Section 7.9. of this Act shall apply, mutatis mutandis, to the delegation of the management of the alternative mutual fund.

(2) The provisions of Article 360 and of Section 7.10. of this Act shall apply, mutatis mutandis, to mergers of alternative mutual funds.

10.2.6. (Liquidation of an alternative mutual fund)

Article 392

(Grounds for the liquidation of an alternative mutual fund)

The liquidation of an alternative mutual fund shall be carried out if:

1. the net asset value of the alternative mutual fund does not reach EUR 200,000.00 within four months of the day the management company received the Agency's decision authorising it to manage the alternative mutual fund;

2. the net asset value of the mutual fund falls below EUR 200,000.00 and fails to rise to EUR 200,000,00 in the ensuing 30 days;

3. in other cases defined in the fund rules with a decision of the management company to initiate the liquidation of the alternative mutual fund (hereinafter: voluntary liquidation).

Article 393

(Voluntary liquidation)

(1) When a reason specified in the fund rules as the reason to initiate the liquidation of an alternative mutual fund arises, the management company may adopt a decision to liquidate the alternative mutual fund.

(2) In the cases referred to in the preceding paragraph the management company shall not be entitled to the reimbursement of the costs associated with the liquidation of the alternative mutual fund. It shall, likewise, not be entitled to receive the management fee for the period following the adoption of the decision to initiate liquidation.

(3) Notwithstanding the preceding paragraph, the management company shall be entitled to charge costs associated with the voluntary liquidation due to the expiry of an alternative mutual fund if the alternative mutual fund has been established for a fixed period.

Article 394

(Notification of the existence of grounds for the liquidation of an alternative mutual fund)

(1) The management company shall inform the Agency of the reasons for liquidation on the first business day following the day the reason for the liquidation of the alternative mutual fund arises.

(2) The management company shall publish the information on the commencement of the liquidation of the alternative mutual fund the first business day following the day the reason for liquidation arises, and shall inform each holder of investment coupons of the commencement of the liquidation of the alternative mutual fund.

(3) If the management company fails to fulfil the obligation referred to in paragraphs (1) and (2) of this Article it shall be fulfilled by the depositary in the time limits defined in paragraphs (1) and (2) of this Article, starting on the day the depositary became aware or should have become aware of the management company's failure to act.

(4) The depositary shall have the right to demand that the management company pay the costs incurred by the depositary in order to fulfil the obligations referred to in the preceding paragraph.

(5) The Agency shall specify the content of the information to be published and the notice referred to in paragraph (2) of this Act, the manner of publication of the information and the manner of delivering the information to the holders of investment coupons.

Article 395

(Legal consequences of the liquidation of an alternative mutual fund)

(1) After the reasons for the liquidation of an alternative mutual fund arise, the holders of the investment coupons of the alternative mutual fund may no longer claim payment of the redemption value of the investment coupons. Claims for redemption received by the management company after the reasons for the liquidation of the alternative mutual fund have arisen shall have no legal effect.

(2) After the reasons for the liquidation of the alternative mutual fund have arisen, investors may no longer accept the fund rules. Statements of acceptance received by the management company after the reasons for the liquidation of the alternative mutual fund have arisen shall have no legal effect.

(3) After the reasons for the liquidation of the alternative mutual fund have arisen, the management fee due for the management of the alternative mutual fund may only be paid to the management company at the same time as the payment of the claims of the holders of investment coupons is made.

(4) When the reasons for the liquidation of the alternative mutual have arisen, the holders of investment coupons shall be entitled to the payment of a proportionate part of the cash assets equal to the proportion of the number of units of the alternative mutual fund in which the investment coupons owned by the holder are denominated and the total number of units of the alternative mutual fund in circulation.

Article 396

(Realising alternative mutual fund assets and the payment of holders of investment coupons)

(1) A management company realise the assets of an alternative mutual fund into cash by selling the fund's assets or in another suitable way.

(2) After the commencement of liquidation, the management company may carry out on behalf of the alternative mutual fund only those transactions that are necessary to realise the alternative mutual fund's assets.

(3) When selling the assets of the alternative mutual fund the management company shall not be bound by the rules on the highest or the lowest permissible holdings of individual types of investments.

(4) When sufficient assets of the alternative mutual fund are realised such that the distribution of the cash assets to the holders of investment coupons is practical, the management company shall prepare a proposal regarding the redemption of the investment coupons of the holders of investment coupons.

(5) The proposal regarding redemption referred to in the preceding paragraph shall be reviewed and approved by the depositary.

(6) The management company shall redeem the investment coupons of the holders of investment coupons in accordance with the proposal within three business days of receiving the approval from the depositary.

(7) The provisions of paragraphs (4) and (6) of this Article shall apply, mutatis mutandis, to all subsequent redemptions of the investment coupons of the holders of investment coupons.

10.3. Alternative umbrella funds

10.3.1. Definition of an alternative umbrella fund

Article 397

(An alternative umbrella fund as separate assets)

(1) Alternative umbrella funds shall have no legal personality.

(2) Each sub-fund of the same alternative umbrella fund shall be regarded as a compartment of the umbrella fund that differs from other sub-funds of such umbrella fund as regards one or more distinctive features.

(3) Unless otherwise provided in this Chapter, the provisions of this Act on alternative mutual funds and the regulations on alternative mutual funds shall apply, mutatis mutandis, to the sub-funds of an alternative umbrella fund.

(4) In regulations adopted on the basis of this Act governing alternative mutual funds that, in accordance with the preceding paragraph, also apply to sub-funds of alternative umbrella funds, the Agency shall, considering the provisions of this Section, define particular rules for alternative umbrella funds or their sub-funds, as appropriate.

10.3.2. Particular rules applicable to alternative umbrella funds and sub-funds

Article 398


Unless otherwise provided for by this Section, the provisions of Section 8.3 of this Act shall apply, mutatis mutandis, to alternative umbrella funds, and the word "alternative" shall be added in front of the word "umbrella" in all instances.

Article 399

(Investments of sub-funds)

Sections 6.5 and 10.1.2. of this Act shall apply, mutatis mutandis, separately to each sub-fund of an alternative umbrella fund.

10.3.3. Establishment of an alternative umbrella fund

Article 400


(1) The provisions of Section 8.4 of this Act shall apply, mutatis mutandis, to the establishment of alternative umbrella funds, and the word "alternative" shall be added in front of the word "umbrella" in all instances, and the provisions relating to management companies shall apply, mutatis mutandis, to the alternative investment fund manager referred to in points 2 and 3 of Article 387 of this Act.

(2) Application, mutatis mutandis, of Sub-section 8.4.2 of this Act shall not permit the establishment of an alternative umbrella fund from existing mutual funds; however, an alternative umbrella fund may be established, in accordance with the procedure referred to in Sub-section 8.4.2 of this Act, from existing alternative mutual funds.

10.4. Investment Companies

10.4.1. Provisions concerning status

10.4.1.1. General provisions

Article 401

(The application of the provisions of other acts)

(1) Unless otherwise provided for by this Act, the provisions of the ZGD-1 on public limited companies shall apply to investment companies.

(2) Unless otherwise provided for by this Act, the provisions of the ZTFI on public limited companies shall apply to investment companies.

(3) Paragraph (3) of Article 224 of this Act shall apply to the calculation of the net value of the assets of an investment company.

Article 402

(The activity of an investment company)

An investment company shall not engage in any activity other than that which is referred to in paragraph (1) of Article 5 of this Act.

Article 403

(Establishment of an investment company)

(1) An investment company may be established either by a process of successive formation or by a process of simultaneous formation.

(2) The provisions of Sub-section 10.4 of this Act relating to management companies shall apply also to the managers referred to in paragraph (3) of Article 359 of this Act unless otherwise provided for herein.

(3) In the case of successive formation, the investment company shall be established by the management company as the sole founder.

(4) In the case of simultaneous formation, the investment company shall be established by a minimum of five natural or legal persons or other private or public law entities who shall conclude with the management company a contract for the management of the investment company immediately after its establishment.

(5) Notwithstanding the provisions of paragraph (2) of Article 5 of this Article, an investment company established in the manner referred to in the preceding paragraph shall be deemed to raise capital from the public.

10.4.1.2. Initial capital of an investment company

Article 404

(Initial capital of an investment company)

The minimum amount of initial capital of an investment company shall be EUR 1,000,000.

Article 405

(Increase in the initial capital of an investment company)

(1) Notwithstanding the restrictions concerning time periods and amounts referred to in paragraphs (1) to (3) of Article 353 of the ZGD-1, a management company shall be allowed, on the basis of authorisation concerning the authorised capital in the instruments of incorporation of the investment company, to increase the initial capital of the investment company according to the method provided for in the instruments of incorporation.

(2) Article 339 of the ZGD-1 shall not apply to an increase in capital on the basis of the authorisation referred to in the preceding paragraph. The management company shall co-ordinate the amount of initial capital entered in the register once a year, on the last day of the business year. (2) Article 339 of the ZGD-1 shall apply, mutatis mutandis, to the registration referred to in the preceding sentence.

(3) An investment company may increase its initial capital with contributions provided that the issue price of shares is at least equal to the book-entry value of shares on the date of the publication of the invitation to subscribe and –pay for shares, increased by any costs associated with the increase in the initial capital of the investment company that the management company is entitled to claim.

(4) The investment company shall not increase its initial capital from the assets of the company if such increase would create partial rights, except when the distribution of profit is made by the distribution of investment company shares.

(5) The investment company shall not increase its initial capital on the basis of the provisions of the ZGD-1 on a conditional increase in initial capital.

Article 406

(Reduction of the initial capital of an investment company)

(1) An investment company may reduce its initial capital on the basis of the provisions of the ZGD-1 on a decrease in initial capital by withdrawing shares it has acquired.

(2) The provisions of paragraph (2) of Article 405 of this Act shall apply, mutatis mutandis, to the registration of the reduction in the initial capital in the register of companies.

10.4.1.3. Investment company shares

Article 407

(Investment company shares)

(1) An investment company may only issue registered shares representing the same class.

(2) Investment company shares shall be issued in book-entry form.

(3) Investment company shares shall be freely transferable.

(4) Notwithstanding the scope of participation in the capital of the investment company, no single person or persons acting in accordance with the Act regulating takeovers shall have more than 33% of all voting rights of the investment company and more than 33% of participation in the profit of the investment company.

(5) Notwithstanding the provisions of Article 354 of the ZGD-1, no one shall have a pre-emption right to new shares of the investment company.

Article 408

(The public offering procedure regarding successive formation)

The provisions of the ZTFI on the offering of securities to the public shall apply to the procedure relating to the public offering of investment company shares, unless otherwise provided for by this Act.

Article 409

(Invitation to subscribe and –pay for investment company shares regarding successive formation)

(1) A management company shall publish an invitation to the public to subscribe and –pay for shares of a successive formation investment company prior to starting the procedure for the subscription and paying for such shares.

(2) The invitation to subscribe and pay for investment company shares shall contain basic data on the investment company and the management company, as well as on the investment policy of the investment company.

(3) The Agency shall specify the content of the invitation to pay for investment company shares.

Article 410

(Payment for investment company shares)

Investment company shares shall be fully paid for before the investment company is registered in the register of companies or before an increase in the investment company’s initial capital is registered in the register of companies.

Article 411

(Fulfilment of the conditions to begin trading investment company shares on an organised stock market)

(1) An investment company shall order the central clearing and depository corporation to issue the book-value shares of the investment company within 15 days of the day the conditions for their issue have been fulfilled.

(2) Within two years of the establishment of the investment company its shares shall be admitted to trading on an organised stock market or multilateral trading facility (hereinafter: MTF) that offer at least 25% of each class to the public.

Article 412

(The own shares of an investment company)

(1) Notwithstanding the provisions of Article 247 of the ZGD-1, investment companies may acquire own shares exclusively on the basis of a decision of the general meeting to withdraw shares in accordance with the provisions on the reduction in the initial capital and if the following conditions are fulfilled:

1. the shares are acquired in a transaction concluded on an organised stock market trading in these shares;

2. all shareholders are able to sell shares under the same conditions;

3. the purchase price does not deviate from the book value of the shares by more than 20%.

(2) The general meeting shall authorise the management company to purchase own shares on behalf of the investment company by the decision referred to in the preceding paragraph, specifying therein the requirements for the acquisition of own shares relating to:

1. the period of validity of the authorisation, which shall not exceed 36 months;

2. the method of the acquisition of the own shares;

3. the maximum percentage of net assets of the investment company that may be redeemed during the period of validity of the authorisation, which shall not exceed 20%;

4. the maximum deviation of the value of the shares of the investment company from its book value, taking into consideration point 2 of the preceding paragraph, and

5. the general authorisation to withdraw the own shares immediately after acquisition.

Article 413

(Publication of the value of investment company shares)

A management company shall publish the data on the book-entry value of the investment market price of the investment company shares together with the information on the market value of investment company shares.

10.4.1.4. (Investment company instruments of incorporation)

Article 414

(Content of investment company instruments of incorporation)

(1) In addition to the elements contained in the instruments of incorporation of any public limited company, the instruments of incorporation of an investment company shall contain the following:

1. the investment rules of the investment company;

2. the amount of the costs of establishment the founder may charge, and the manner of their calculation and payment;

3. the amount of the management fee for the management of the investment company the management company may charge, and the manner of its calculation, the calculation period and the time limits for the payment of the fee;

4. the types of other costs the management company is entitled to be paid from the assets of the investment company;

5. a declaration whether the management company intends to delegate individual services or transactions regarding managing investment funds to a person referred to in paragraph (1) of Article 122 of this Article, and the types and amount of the costs these persons are entitled to have reimbursed in relation to the investment company;

6. the manner of informing shareholders of the financial and legal status of the investment company, its operation, and the replacement of the depositary;

7. other provisions concerning the legal relationship between the investment company and the management company;

8. the conditions and manner of delegating depositary functions to another depositary and ensuring the protection of the shareholders of the investment company in such cases;

9. the conditions and manner of transferring the management of the investment company to another management company and ensuring the protection of the shareholders in such cases.

(2) The instruments of incorporation shall not impose requirements concerning its amendment that are more restrictive than those applied by the ZGD-1 to the amendment of the instruments of incorporation of a public limited company.

(3) The Agency shall specify the content of the investment company instruments of incorporation.

Article 415

(Approval of instruments of incorporation)

(1) An investment company shall obtain the approval of the Agency regarding its instruments of incorporation prior to its registration in the register of companies.

(2) The text of the instruments of incorporation shall be included in the request for approval.

(3) The Agency shall approve the instruments of incorporation provided that their content are in accordance with this Act and the regulations issued on the basis thereof.

Article 416

(Amendment of the instruments of incorporation)

(1) An investment company shall obtain approval of amended instruments of incorporation from the Agency prior to the registration of these changes in the register of companies.

(2) The following shall be included with the request for approval of the instruments of incorporation:

1. the minutes of the general meeting that decided on the amendment;

2. the text of the amended instruments of incorporation;

3. the notarised consolidated text of the instruments of incorporation.

(3) The Agency shall approve the amended instruments of incorporation provided that their content is in accordance with this Act and the regulations issued on the basis thereof.

10.4.1.5. (The bodies of an investment company)

Article 417

(The management board of an investment company)

(1) An investment company shall have no management board.

(2) The obligations and powers pertaining to the management board of a public limited company under the ZGD-1 shall be vested in the management company managing the investment company.

(3) The management company shall conduct the business of the investment company and shall represent it in all instances except where the supervisory board of the investment company is authorised to represent it.

Article 418

(The supervisory board of an investment company)

(1) An investment company shall have a supervisory board.

(2) The members of the supervisory board shall have appropriate expertise and experience in managing the type of assets the investment company is to invest in.

(3) The following may not be appointed a member of the supervisory board of a management company:

1. a person who has qualifying holdings in the management company or is an immediate family member of such person;

2. a person who has the position of a management board member or supervisory board member under a full time employment contract in the following entities:

a) a management company,

b) a legal person that has qualifying holdings in the management company or that controls the holder of a qualifying holding in the management company,

c) a depositary,

č) a legal person that has qualifying holdings in the depositary or that controls the holder of a qualifying holding of the depositary,

d) a legal person in which the management company is involved.

(4) In addition to the powers pertaining to the supervisory board of a public limited company, the supervisory board of an investment company shall represent the investment company in its relations with the management company.

Article 419

(Calling a general meeting)

(1) A general meeting of the investment company may be called by the management company’s management board and by the investment company’s supervisory board, as well as, subject to the conditions referred to in the ZFD-1, by the shareholders of the investment company.

(2) When exercising their voting rights at the general meeting of the investment company, shareholders of the investment company may not be represented by:

1. the management company;

2. a legal person that has qualifying holdings in the management company or that controls a holder of a qualifying holding in the management company;

3. a person who has the position of a management board member or a supervisory board member on the basis of a full-time employment contract in the entities referred to in points 1 and 2.

10.4.2. Authorisation to manage an investment company

Article 420

(Authorisation to manage an investment company)

A management company shall obtain the authorisation of the Agency to manage an investment company before beginning to manage the investment company.

Article 421

(Application for authorisation to manage an investment company)

(1) The application for authorisation to manage an investment company shall contain the risk management plan of the investment company.

(2) The Agency shall have the right to request from the management company additional data necessary for assessing whether the management company satisfies the requirements determined by this Act or the regulations issued on the basis thereof.

Article 422

(Decision-making regarding authorisation to manage an investment company)

(1) The Agency shall grant authorisation to manage an investment company if it is satisfied that the management company satisfies the conditions for managing the investment company to which the application refers prescribed by this Act and the law governing alternative investment fund managers.

(2) The Agency shall refuse to grant authorisation to manage an investment company where:

1. the management company is not registered in the register of alternative investment fund managers under the law governing alternative investment fund managers;

2. the management company is not authorised by the Agency to conclude a contract for the performance of depositary functions referred to in Article 174 of this Act for an investment company;

3. the management company failed to obtain the Agency's approval to publish the prospectus of the investment company;

4. the Agency refused to approve the instruments of incorporation of the investment company;

5. the specific type of investment fund does not fall within the scope of the management company's authorisation, and

6. the management company fails to meet other requirements for managing investment companies as determined by this Act or the law governing alternative investment fund managers or the regulations issued on the basis thereof.

(3) The Agency may refuse to grant authorisation to manage an investment company to a management company that already manages investment funds in the Republic of Slovenia in the event such management company has been the subject of a final decision in relation to violations of the provisions of this Act.

10.4.3. The legal relationship between an investment company and a management company

10.4.3.1. General provisions

Article 423

(The management contract of an investment company)

(1) In the management contract of an investment company the management company shall undertake to act in accordance with this Act, the law governing AIFMs and the regulations adopted pursuant thereto and the investment company’s instruments of incorporation, and the investment company shall undertake to pay the management fee to the management company in the amount and within the time limits determined by the instruments of incorporation and to reimburse it for other costs associated with managing the investment company as determined by the instruments of incorporation.

(2) The management contract shall be concluded in writing.

(3) Provisions of the management contract that are contrary to this Act, the regulations adopted pursuant thereto and the investment company instruments of incorporation shall be void.

(4) The management contract shall be concluded for an indefinite period.

Article 424

(Termination of a management contract)

(1) A management company may terminate the management contract by giving six months’ notice. Notwithstanding the termination of the contract, the management company shall continue to provide services under the contract until the investment company has concluded a new management contract with another management company.

(2) The investment company may terminate the management contract by giving three months’ notice if so provided for by its instruments of incorporation.

(3) The termination of the management contract shall be decided on by the investment company's general meeting. To be validly adopted, the resolution to terminate the management contract shall be adopted by the majority required to validly amend the investment company's instruments of incorporation.

(4) The proposed resolution referred to in the preceding paragraph shall be supported by the opinion of the depositary. In its opinion, the depositary shall inform the shareholders of the legal consequences of the termination of the management contract.

10.4.3.2. Reimbursement of costs to the management company

Article 425

(Costs of establishment)

(1) The founder of an investment company shall be entitled to the reimbursement of advertising and other costs incurred in relation to the establishment of the investment company or in relation to the issue of investment company shares (hereinafter: costs of establishment) if so provided for by the investment company's instruments of incorporation.

(2) If the investment company's instruments of incorporation determine the founder's right to the reimbursement of the costs of establishment, they shall also determine the amount of such costs expressed as a percentage of the total amount of payment for shares issued upon the establishment of the investment company.

(3) The costs of establishment referred to in the preceding paragraph shall not exceed 3% of the total amount of cash payments for shares issued upon the formation of the investment company.

(4) The provisions of this Article shall also apply, mutatis mutandis, to costs associated with an increase in the initial capital of the investment company by contributions.

10.4.4. (Delegation of the management of an investment company)

10.4.4.1. (Delegation of the management of an investment company on the basis of a delegation of management contract)

Article 426

(Application of the provisions of this Act to the delegation of the management of an investment company)

(1) The provisions of Articles 258 to 264 of this Act shall apply, mutatis mutandis, to the delegation of the management of an investment company on the basis of a delegation management contract, unless otherwise provided for by this Article.

(2) When applying, mutatis mutandis, the provisions of the preceding paragraph, the words "documents referred to in Article 421 of this Act" shall be used instead of the wording of point 2 of paragraph (1) of Article 260 of this Act: "documents referred to in paragraph (1) of Article 256 of this Act".

(3) An application for authorisation to assume the management of an investment company shall include the decision of the investment company's supervisory board containing the approval of the investment company's supervisory board of the delegation of the management of the investment company to the management company assuming such management. The Agency shall refuse to grant authorisation to assume the management of an investment company if the documents included with the application for authorisation fail to indicate that the investment company's supervisory board has approved the delegation of the management of the investment company to the management company assuming such management.

10.4.4.2. (Compulsory delegation of the management of an investment company)

Article 427

(Grounds for the compulsory delegation of the management of an investment company)

The compulsory delegation of the management of an investment company shall be carried out if:

1. the Agency has withdrawn the management company’s authorisation to manage mutual funds by way of a final decision;

2. bankruptcy or liquidation proceedings have been instituted against the management company;

3. the investment company's general meeting decides to terminate the investment company management contract in accordance with paragraph (3) of Article 424 of this Act.

Article 428

(Application of the provisions of this Act on the compulsory delegation of the management of an investment company)

(1) The provisions of Articles 265 to 267 of this Act shall apply, mutatis mutandis, to the compulsory delegation of the management of an investment company.

(2) The liquidation of an investment company shall be carried out if:

1. the net asset value of the investment company does not reach EUR 1,000,000.00 within one year of the day the management company received the Agency's decision to authorise it to manage the investment company;

2. the net asset value of the investment company falls below EUR 1,000,000.00 and fails to rise to EUR 1,000,000,00 in the ensuing six months;

3. in other cases defined in the investment company's instruments of incorporation with a decision of the management company to initiate the liquidation of the investment company (hereinafter: voluntary liquidation).

(3) The provisions of Section 7. 11. of this Act shall apply, mutatis mutandis, to the liquidation of an investment company in cases when the compulsory delegation of management is not feasible.

10.4.5. Conversion of investment companies

10.4.5.1. General provision

Article 429

(Types of conversion of investment companies)

Investment companies may be converted by:

1. merger,

2. conversion into an alternative mutual fund, provided that this is compatible with the investment company's investment policy.

10.4.5.2. Merger of investment companies

Article 430

(Application of the provisions of the ZGD-1)

(1) The provisions of the ZGD-1 on a change in the status of public limited companies shall apply, mutatis mutandis, to the conversion of investment companies by merger, unless otherwise provided for by this Act.

(2) The obligations and powers pertaining to the management board of a public limited company under the ZGD-1 shall be vested in the management companies managing the investment companies involved in the merger.

(3) Without prejudice to paragraph (1) of this Article, paragraph (2) of Article 616 of the ZGD-1 shall not apply to a merger by absorption of investment companies.

Article 431

(Merging companies)

Only investment companies may be involved in mergers as delegating companies, merging companies, receiving companies or new companies resulting from the merger.

Article 432

(The liability of a management company and of its management board)

(1) A management company managing a merging company and the members of its management and supervisory boards shall be jointly and severally liable for any damage caused by the merger to the merging company and its shareholders and creditors.

(2) The provisions of the ZGD-1 on the liability of the members of the management bodies of the merging company during the merger shall apply, mutatis mutandis, to the liability of the management company and the members of its management board referred to in the preceding paragraph.

Article 433

(Authorisation to merge)

(1) When investment companies merge, such investment companies shall obtain authorisation to merge from the Agency before the merger is registered in the register of companies.

(2) The application for authorisation to merge shall be made by all management companies managing or that will manage the investment companies involved in the merger.

(3) The provisions of this Act on authorisations to manage an investment company, to conclude or to amend the contract on performing depositary functions, on the publication of the prospectus or amendments thereof, on an increase in the initial capital and on the approval of the instruments of incorporation or amendment thereof shall apply, mutatis mutandis, to decision-making on the application for authorisation to merge.

(4) The Agency shall specify the documents to be included with the application for authorisation to merge needed for assessing the fulfilment of the requirements for issuing the said authorisation.

(5) The Agency shall refuse the authorisation to merge if, by applying, mutatis mutandis, the provisions of paragraph (3) of this Act, it is not possible to grant authorisation to manage the investment company to all new investment companies involved in the merger, and if for all other investment companies involved in the merger it is impossible to issue all the necessary authorisations or approvals of amendments.

(6) The operative part of the Agency's decision to authorise a merger shall expressly list all authorisations and approvals within the meaning of paragraphs (3) and (5) of this Article, and the investment or the management company to which the authorisation or the approval refers to.

Article 434

(Application for entry of the merger in the register of companies)

The Agency's authorisation shall be included with the application for registering the merger of an investment company in the register of companies.

10.4.5.3. Conversion into an alternative mutual fund

Article 435

(Conversion of an investment company into an alternative mutual fund)

(1) An investment company may be converted into an alternative mutual fund on the basis of a resolution adopted by the general meeting of the investment company, provided that:

1. each shareholder of the investment company acquires a part of all investment coupons of the alternative mutual fund equal to its part in the initial capital of the investment company;

2. the exit charge provided for by the alternative mutual fund rules are in accordance with paragraph (6) of this Article.

(2) When an investment company is converted into an alternative mutual fund the management company that has been managing the investment company shall transfer all assets and liabilities of the investment company to the alternative mutual fund managed by the same management company, and the investment company shall wind up without liquidation as of the day of it being deregistered from the register of companies.

(3) When an investment company is divided and part of it is transferred to an alternative mutual fund, the proportionate part of the assets of the investment company shall be transferred to the alternative mutual fund managed by the same management company, and the investment company shall appropriately reduce its initial capital as of the day of the registration of the reduction in the register of companies.

(4) When conversion is done in accordance with this Article, the management company shall issue to holders the investment coupons of the alternative mutual fund within eight days of the registration of the reduction in the initial capital or of the winding-up of the investment company in the register of companies.

(5) The provisions of this Act on the formation of alternative mutual funds shall apply, mutatis mutandis, to an investment company’s conversion or spin-off into an alternative mutual fund.

(6) When converting an investment company into an alternative mutual fund in accordance with this Article, the management company managing the alternative mutual fund shall be entitled to charge to all holders of investment coupons who wish to redeem such coupons an exit charge in the amount of no more than 20% of the value of each redemption in the first year after the conversion, and an exit charge in the amount of no more than 10% of the value of each redemption in the second year after the conversion. The exit charge calculated in this manner shall increase the assets of the alternative mutual fund.

10.4.6. Ordinary liquidation of an investment company

Article 436

(A resolution of the general meeting to wind up a company and commence liquidation proceedings)

(1) An investment company's general meeting may adopt a resolution to wind up the investment company and commence liquidation proceedings.

(2) The proposed resolution referred to in the preceding paragraph shall be supported by the opinion of the depositary.

Article 437

(The application of the provisions of the ZGD-1 on the liquidation proceedings of an investment company)

The provisions of Articles 405, 407, 411, 412, 415, of paragraph (1) of Article 416, Articles 417 to 421, and Article 424 of the ZGD-1 shall apply, mutatis mutandis, to the liquidation proceedings of an investment company, unless otherwise provided for by this Sub-section.

Article 438

The management company as the liquidator

The management company shall have the powers and functions of the liquidator in the liquidation proceedings of an investment company.

Article 439

(Notifying shareholders and reporting to the Agency)

(1) The management company shall notify the Agency of the commencement of the liquidation of the investment company on the next business day following the investment company's general meeting that adopted the resolution to commence liquidation.

(2) The management company shall publish the information on the commencement of the liquidation of the investment company within three business days following the general meeting referred to in the preceding paragraph, and shall deliver to each shareholder the information on the commencement of the liquidation of the investment company by the same time limit.

(3) If the management company fails to fulfil the obligation referred to in this Article it shall be fulfilled by the depositary within the time limits defined in paragraphs (1) and (2) of this Article, starting on the day the depositary became aware or should have become aware of the management company's failure to act.

(4) The depositary shall have the right to require that the management company pay the costs incurred by the depositary in order to fulfil the obligations referred to in the preceding paragraph.

(5) The Agency shall prescribe the detailed content of the information to be published and the information to be provided to shareholders, and the manner of the publication and delivery of the information to shareholders referred to in paragraph (2) of this Article.

Article 440

(Legal consequences of liquidation)

(1) After the commencement of liquidation, the management fee due for the management of the investment company may only be paid to the management company at the same time as the payment of the proportionate part of the liquidation estate to the shareholders of the investment company is made.

(2) After the commencement of liquidation, the management company may carry out on behalf of the investment company only those transactions that are necessary to realise the investment company's assets.

(3) When selling the assets of the investment company, the management company shall not be bound by the rules on the highest or the lowest permissible holdings of individual types of investments referred to in the investment company's instruments of incorporation.

10.4.7. Compulsory composition and bankruptcy of an investment company

Article 441

(Prohibition against compulsory composition and bankruptcy)

Compulsory composition or bankruptcy proceedings may not be initiated with regard to an investment company.

11. SUPERVISION OF MANAGEMENT COMPANIES

11.1 General provisions

Article 442

(Responsibility of the Agency for the supervision of a management company)

(1) The Agency shall be competent and responsible for the supervision of a management company in respect of all services and operations performed by the management company in the Republic of Slovenia, a Member State, or a third country, unless otherwise provided for by this Act.

(2) When it is necessary for the attainment of the purpose of the supervision of a management company, the Agency may request appropriate reports and information from and perform an operational audit with regard to the following persons:

1. persons who have close links with the management company;

2. persons to which the management company has transferred a significant part of its business processes;

3. holders of qualifying holdings in the management company, and

4. other persons related to the management company.

(3) If the supervision of any of the persons referred to in the preceding paragraph falls within the competence of another authority, the Agency shall review the operations of these persons in cooperation with such authority in accordance with Chapter 14 of this Act.

(4) For the purposes of the supervision of a management company, the Agency shall be also be competent and responsible for supervising:

1. management board members to the extent determined by Articles 59 through 61 of this Act,

2. holders of qualifying holdings to the extent determined by Sub-section 2.1.4. of this Act, and

3. persons authorised to market investment fund units in accordance with Article 131 of this Act.

Article 443

(Responsibility of the Agency for the supervision of a management company that manages UCITSs in another Member State)

(1) Notwithstanding paragraph (1) of the preceding Article, the Agency shall not have the competence and responsibility to supervise the compliance of a branch of a management company in a host Member State with the rules governing the operation of a management company referred to in Sub-section 2.2.2. of this Act.

(2) Notwithstanding paragraph (1) of the preceding Article, the Agency shall not supervise the compliance of the operation of a management company managing an EU UCITS with the provisions of paragraph (2) of Article 121 of this Act.

(3) In the case referred to in the preceding paragraph, the Agency shall supervise whether the management company has established an appropriate organisational structure, procedures and measures that ensure that the management company implements laws and regulations governing the establishment and conduct of business of all UCITSs under its management.

Article 444

(Responsibility of the Agency for the supervision of an EU management company and a branch thereof)

(1)The Agency shall have the competence and the responsibility to supervise the compliance of a branch of a management company of a Member State established in the Republic of Slovenia with the rules governing the operation of a management company referred to in Sub-section 2.2.2. of this Act.

(2) The Agency shall have the competence and responsibility to supervise the compliance of an EU management company that has established and manages a mutual fund in the Republic of Slovenia with the provisions of paragraphs (2) and (3) of Article 121 of this Act.

(3) The Agency shall have the competence and responsibility to supervise the compliance of an EU management company that markets UCITS units in the Republic of Slovenia with the provisions of the laws and regulations referred to in paragraph (3) of Article 129 of this Act.

Article 445

(Responsibility of the Agency for the supervision of an AIFM)

(1) The Agency shall have the competence and responsibility to supervise the compliance of AIFMs that have established and manage APIFs in the Republic of Slovenia with the provisions of Article 10 of this Act.

(2) The Agency shall have the competence and responsibility to supervise the compliance of AIFMs that market UCITS units in the Republic of Slovenia to non-professional investors with the provisions of the laws and regulations referred to in paragraph (3) of Article 129 of this Act.

Article 446

(Application of the provisions on supervision)

(1) The provisions of this Chapter on the supervision of management companies shall apply, mutatis mutandis, to the supervision referred to in Articles 444 and 445 of this Act, unless otherwise provided by this Act for individual cases.

(2) The provisions of Articles 455 and 459 to 470 of this Act shall apply, mutatis mutandis, to the supervision referred to in paragraphs (2) to (4) of Article 442, unless otherwise provided by this Act for individual cases.

11.2. The purpose and method of supervision

Article 447

(The purpose of supervision of management companies)

The Agency shall carry out supervision of management companies in order to verify whether such companies comply with the rules governing the management of investment funds and other rules provided for by this Act, the ZTFI or the law governing the management of investment funds or the management of other financial assets, and the regulations adopted on the basis of these acts.

Article 448

(The method of exercising supervision)

(1) The Agency shall exercise supervision of management companies:

1. by monitoring, gathering and verifying the reports and communications received from management companies and other persons liable to report to the Agency on individual facts and circumstances in accordance with this Act or other acts;

2. by auditing the operations of management companies, and

3. by imposing supervision measures under this Act.

(2) If so required for the purposes of supervision under this Act, the Agency may request any person to:

1. allow it access to any document in whatever form or to deliver to it a copy of such document;

2. to permit it to perform an audit of its operations;

3. to deliver to it records of telephone conversations or other data held by that person.

(3) The Agency may require any person, including persons involved in awarding contracts or having other tasks in transactions that are the subject of the Agency's investigation, and such persons' parent or branch entities, to provide all information necessary for the exercise of supervision. If required for the purposes of supervision under this Act, the Agency may summon and question a person referred to in the preceding sentence with a view to obtaining information.

Article 449

(Supervision measures)

(1) The Agency may impose on a management company the following supervision measures in accordance with the conditions determined by this Act:

1. recommendations and warnings;

2. orders to remedy a violation;

3. additional measures;

4. the temporary prohibition of providing services;

5. the withdrawal of authorisation.

(2) The Agency may withdraw authorisation to manage investment funds in the Republic of Slovenia from an EU management company that manages investment funds directly or through a branch in the Republic of Slovenia in accordance with the conditions determined by this Act.

(3) When exercising its competences and responsibilities related to supervision of the activity of management companies, the Agency shall consider, in addition to the instructions and recommendations adopted by ESMA, EIOPA and EBA, the possible impact on the financial stability of Member States.

11.3. Annual fees and costs of supervision

Article 450

(Annual fees for exercising supervision)

(1) A management company or an EU management company shall pay to the Agency a fee for exercising the supervision referred to in points 1 and 2 of paragraph (1) of Article 448 of this Act in the amount determined by the Agency's tariff with regard to the net asset value of the investment fund and other assets that may be established and managed by the home management company or EU management company.

(2) The management company shall also pay to the Agency a fee for the exercise of the supervision referred to in Chapter 5 of this Act.

(3) The Agency may charge the fee referred to in paragraphs (1) and (2) of this Article in an amount by which the total fees to be paid by all management companies for a particular year do not exceed the costs of supervision referred to in points 1 and 2 of paragraph (1) of Article 448 of this Act.

Article 451

(Payment of annual fees for exercising supervision)

(1) If a home management company or an EU management company fails to pay the fees within the time limits determined in the Agency's tariff, the Agency shall issue a decision imposing on the management company the obligation to pay these fees.

(2) The final decision referred to in the preceding paragraph shall constitute an instrument permitting enforcement.

Article 452

(notification fee and annual fees for the supervision of the marketing of units of investment funds from Member States

(1) An EU management company shall pay to the Agency a fee for conducting the procedure referred to in Article 138 of this Act in the amount determined by the Agency's tariff with regard to the number and type of investment funds.

(2) an EU management company or an EU investment fund that manages itself and markets the units of investment funds in the Republic of Slovenia shall pay to the Agency an annual fee for supervision in an amount set by the Agency's tariff with regard to the number and type of investment funds.

Article 453

(Costs of supervision)

(1) When an entity is subject to supervision in accordance with this Act, it shall be obliged to pay to the Agency a flat-rate fee as compensation for the costs of the procedure in the amount determined by the Agency's tariff with regard to the type and extent of the violations.

(2) The reimbursement of the costs of supervision referred to in the preceding paragraph shall be determined by the Agency's decision imposing supervision.

(3) Judicial protection proceedings may be initiated against the decision on cost reimbursement referred to in the preceding paragraph even if there is no provision for special judicial protection proceedings against the supervision decision.

(4) The final decision referred to in paragraph (2) of this Article shall constitute an instrument permitting enforcement.

11.4 Reporting

Article 454

(Regular reporting by a management company)

(1) A management company shall regularly report to the Agency the following facts and circumstances:

1. changes in information concerning the management company entered in the register of companies;

2. meetings of the management company's supervisory board;

3. the convocation of the general meeting and all resolutions adopted by the general meeting;

4. the discharge and appointment of members of its management or supervisory boards;

5. the intended opening, moving, closing or temporary dissolution of a branch or representative office, or changes in the types of business performed by the branch;

6. the operation of a branch in a Member State or third country;

7. the acquisition or disposal of shares, holdings and membership rights in legal persons and other changes regarding such investments;

8. the delegation of individual investment funds' management services or operations;

9. other facts or circumstances relating to the investment fund and the management company.

(2) The management company's management board shall notify the Agency forthwith of the following events:

1. any threats to the management company's liquidity or capital adequacy,

2. if grounds for the termination or withdrawal of the authorisation to manage investment funds arise, or if grounds for a prohibition against providing individual services referred to in Chapter 5 of this Act arise;

3. when the management company starts a substantial renovation of its information systems or when the management company starts developing new services that are predominantly supported by information technology;

4. other events that may significantly affect the management company's operations in accordance with prudential rules.

(3) For each investment fund it manages, the management company shall report to the Agency the type and composition of the investment fund's investments, its turnover and other data regarding the investment fund's operation.

(4) For each investment fund and alternative management fund it manages, the management company shall also report to the Agency the following:

1. the value of units, and

2. the number of units in circulation.

(5) For each investment fund it manages, the management company shall also report to the Agency the following:

1. changes in the information entered in the register of companies;

2. the convocation of the general meeting and all resolutions adopted by the general meeting;

3. the book-value of investment company shares, and

4. redemptions of the own shares of the investment company or the payment for new shares of the investment company and other movements regarding the investment company’s capital.

(6) The provisions of the ZTFI that determine reporting requirements for brokerage companies authorised to manage financial instruments or to provide non-core services shall apply, mutatis mutandis, to the reporting of management companies on the transactions referred to in Chapter 5 of this Act.

Article 455

(Reporting at the request of the Agency)

(1) At the request of the Agency, a management company shall submit reports and information on all matters of importance for the exercise of supervision or the execution of other responsibilities and tasks of the Agency.

(2) The Agency may require the reports and information referred to in the preceding paragraph also from the members of a management company's management board and persons employed at the management company.

(3) The Agency may request that the persons referred to in the preceding paragraph draw up a written report on the matters referred to in paragraph (1) of this Article within a time limit that may not be shorter than three days from the date of receipt of the request, or to make an oral statement on these matters.

Article 456

(Reporting by a management company of a Member State)

(1) An EU management company that markets UCITS units in the Republic of Slovenia in accordance with Sub-section 4.1.2 of this Act shall report to the Agency on the fulfilment of the conditions for marketing referred to in Article 137 of this Act or on any amendment thereof.

(2) A management company that has a branch in the Republic of Slovenia shall report to the Agency, via its branch, on the following:

1. information on the operation of such branch that the Agency needs for statistical purposes, and

2. regulations, in-house regulations and other rules governing the operation of a management company referred to in Sub-section 2.2.2 of this Act.

Article 457

(Reporting by a management company managing APIFs)

A management company managing APIFs shall report to the Agency also in accordance with the law governing alternative investment fund managers.

Article 458

(Regulation on reporting by a management company)

The Agency shall specify the content, manner and time limits for the reporting referred to in this Section.

11.5. Inspection of operations

Article 459

(The authorised persons of the Agency)

(1) The management company's operations shall be reviewed by a qualified professional of the Agency who is authorised to conduct such review by the president of the Agency's panel (hereinafter: the authorised person of the Agency).

(2) The president of the panel of the Agency may authorise an audit company or another professionally qualified person to conduct individual tasks in connection with reviews.

(3) The authorised persons referred to in the preceding paragraph shall have identical competences as the authorised person of the Agency in the performance of reviews for which they have been authorised by the president of the panel of the Agency.

Article 460

(Inspection of operations)

(1) At the request of the authorised person of the Agency, the management company shall allow such person to conduct a review at the management company's head office or on other premises where the management company or another person authorised by it carry out activities and business in connection with which the Agency is conducting supervision.

(2) At the request of the authorised person of the Agency, the management company shall allow this person to review its books of account, administrative or business documentation and records to the extent required to conduct a particular inspection.

(3) The management company shall deliver to the authorised person of the Agency computer printouts or copies of books of account, business documents and administrative or business records at its request.

(4) The members of the management company's management board and the management company’s employees shall provide the authorised person of the Agency at his request with reports and information on all matters of importance for supervision.

(5) The authorised person of the Agency may also conduct an examination of the operations of the persons referred to in paragraph (2) of Article 442 of this Act if this is necessary for a complete review of the management company's operations.

(6) The review referred to in paragraphs (1) and (2) of this Article shall be performed by the Agency on weekdays between 8 a.m. and 6 p.m. Where the extent or nature of the review so require, the Agency may also conduct a review of operations after 6 p.m. or on days other than weekdays.

(7) The Agency shall conduct inspections in such a way so as not to disturb the management company's operations more than is necessary to achieve the purpose of the supervision.

Article 461

(Request for a review of operations)

(1) A request for a review of operations shall be submitted to the management company at least eight days prior to the beginning of the inspection.

(2) Notwithstanding the provisions of the preceding paragraph, the authorised person of the Agency may serve a request for a review at the beginning of the review itself if the purpose of the individual review might otherwise not be achieved.

(3) The request for review shall a specific indication of the books of account, business documents, and administrative or business records that are the subject of the review.

(4) In the case referred to in paragraph (3) of the preceding Article, a request for a review shall contain a specific indication of the books of account, business documents, and administrative or business records to be submitted in the form of computer printouts or copies as well as the time limit for their submission.

(5) The request for a review shall also contain a caution regarding the legal consequences that may occur if the management company fails to act in accordance with the request for a review or allow the Agency the carry out the review in the manner defined by the preceding Article.

(6) The Agency may supplement its request for a review in the course of the review process itself. Paragraphs (3) and (4) of this Article shall apply, mutatis mutandis, to a supplementing of the request.

Article 462

(Conditions for performing a review)

(1) The management company shall provide the authorised persons of the Agency with appropriate premises where they may conduct a review without being disturbed by other persons.

(2) The management company shall ensure, during the time in which the authorised persons of the Agency conduct a review, the presence of the management company's authorised persons on the premises referred to in paragraph (1) of Article 460 of this Act in order to provide explanations regarding the management company's books of account, business documents, business transactions and administrative and business records that are the subject of review at the request of the authorised persons of the Agency.

Article 463

(Conditions for reviewing computerised books of account and records)

(1) A management company that has a system of electronic data processing and keeps its books of account and other records in computerised form shall, at the request of the authorised person of the Agency, provide appropriate devices for reviewing the books of account and records and for testing the adequacy of electronically processed data.

(2) The management company shall submit to the authorised person of the Agency the documents providing a full description of the operation of its system of electronic data processing. The documents shall clearly show the subsystems and files of the computer system. The documents shall provide insight into the following:

1. the IT solutions;

2. the procedures within the IT solution;

3. control mechanisms ensuring correct and reliable data processing;

4. control mechanisms preventing unauthorised access to, addition, alteration or deletion of the stored computer records.

(3) Each change to the IT solution (computer software) referred to in paragraph (1) of this Article shall be documented according to the time sequence of occurrence of changes, including the date of changes. The documents shall also show all modifications to the file format.

Article 464

(Suspension of the inspection of operations)

When the authorised person of the Agency finds no violation of the regulations referred to in Article 447 of this Act during the on-site inspection, the Agency shall issue a decision suspending the inspection.

11.6. Supervision Measures

11.6.1. Recommendations and warnings

Article 465

Recommendation and warnings

(1) If in the exercise of its powers the Agency finds underperformance or inconsistency in the operations of the management company that have the characteristics of a violation of the regulations referred to in Article 447 of this Act, it may issue a recommendation to the management company's management board for improving the efficiency of the management company's operations.

(2) If in the exercise of its powers the Agency identifies violations of the regulations referred to in Article 447 of this Act, but the nature and extent of such violations are not likely to have a significant effect, it may issue the management company a warning calling its attention to the aforementioned violations, instead of a decision requiring it to remedy such violations.

(3) In the reprimand, the Agency may require the management company to remedy the identified violations and determine a time limit for the remediation thereof.

(4) If the management company fails to comply with the warning, the Agency shall issue an order requiring the management company to remedy the identified violations .

11.6.2. (Remediation of violations)

Article 466

(Order to remedy violations)

(1) When the Agency identifies a violation of the regulations referred to in Article 447 of this Act during the review, it shall issue an order imposing on the management company the obligation to remedy such violations or irregularities and/or to act or refrain from certain actions..

(2) The Agency's order to remedy violations shall set a deadline for the remediation thereof.

Article 467

(Submission of an auditing company's report on the remediation of violations)

When the Agency identifies violations regarding the keeping of books of account or administrative and other records kept by the management company or major violations regarding the management company's operations, it may also order the management company to submit an auditing company’s report stating that the identified violations have been remedied.

Article 468

(Report on the remediation of violations)

(1) A management company shall remedy identified violations within the time limit determined in the order, and shall submit to the Agency a report specifying the measures taken for their remediation.

(2) The report on the remediation of violations shall be accompanied by documents and other evidence showing that the identified violations have been remedied and, in the case referred to in the preceding Article, also the report of the audit company on the remediation of violations.

(3) If the report on the remediation of violations is incomplete or the report and the evidence included therewith fails to demonstrate that the identified violations have been remedied, the Agency shall issue an order imposing on the management company the obligation to supplement the report and set a deadline for its supplementation. An objection may be lodged against the order imposing the obligation to supplement the report on the remediation of the violations. The provisions of Articles 528 to 532 of the ZTFI shall apply to the objection and the decision thereon.

Article 469

(A declaratory decision on the remediation of violations)

(1) If the report on the remediation of violations and the evidence included therewith show that violations have been remedied, the Agency shall issue a decision stating that the violations have been remedied.

(2) Prior to issuing the decision to remedy violations, the Agency may perform another operational review to the extent necessary to determine whether the violations have been remedied.

(3) If the management company remedies the violations established during the review of its operations before the conclusion of the review, the Agency shall issue a decision on the remediation of the violations without a prior order to remedy the violations.

Article 470

(Time limit for issuing a decision on the remediation of violations)

The Agency shall issue an order to supplement the report on the remediation of the violations or a decision on the remediation of the violations within two months of receipt of the report on the remediation of the violations; otherwise the violations shall be deemed to have been remedied.

11.6.3. Imposition of additional measures

Article 471

(Imposition of additional measures)

(1) The Agency may impose an additional measure on the competent body of the management company ordering it to dismiss a management board member or a management company executive director if the management company:

1. fails to act in accordance with the order to remedy violations, and

2. repeatedly violates the obligation to promptly and correctly report to or notify the Agency or in any other way obstructs the supervision of its operations.

(2) The order concerning additional measures referred to in the preceding paragraph shall be subject, mutatis mutandis, to the provisions of this Act and of the ZTFI regarding the order to remedy violations..

Article 472

(Reasons for adopting additional measures for implementing prudential rules)

The Agency shall order a management company to adopt additional measures for implementing prudential rules if the management company:

1. has not set up or has not yet implemented a sound and reliable management system pursuant to Article 68 of this Act or the regulations issued on the basis thereof;

2. does not attain the minimum capital requirement referred to in Article 83 of this Act;

3. its operations exceed the restrictions regarding exposure or other restrictions determined by this Act and regulations issued on the basis thereof;

4. fails to act in accordance with the order to remedy violations.

Article 473

(Types of additional measures for implementing prudential rules)

The Agency may impose the following additional measures for implementing prudential rules:

1. require the management company's management board to adopt a plan of measures for meeting the management company's minimum capital requirement referred to in Article 83 of this Act;

2. require the management company's management and supervisory boards to call a general meeting of shareholders and to propose the adoption of appropriate measures, such as:

- a resolution to increase the management company's initial capital through new contributions,

- a resolution to increase the management company's initial capital from own funds,

- a resolution to cover losses with financial instruments available for this purpose during regular operation;

3. require the management company's supervisory board to discharge a member or members of the management board and to appoint a new member or members of the management board;

4. prohibit the management company from the following:

- performing certain activities and operations associated with the management of investment funds or the activities referred to in paragraph (1) of Article 150 of this Act,

- entering into transactions with individual shareholders, and members of the management board and supervisory board having close links with the management company;

5. request the management company's management board to adopt and implement measures for improving the management system in accordance with Article 68 of this Act;

6. request the management company to reduce the risks typical of its operations, products or systems in its further operations;

7. request the management company's supervisory board to appoint appropriate committees for individual areas within the supervisory board's competence;

8. order the management company to adopt additional measures for implementing prudential rules.

Article 474

(Application of the provisions on remedying violations)

The provisions of Section 11.6.2 of this Act shall apply, mutatis mutandis, to additional measures for implementing risk management rules. When these provisions are applied, mutatis mutandis, the words "remediation of violations" shall be replaced by the words "implementation of additional measures for implementing risk management rules".

Article 475

(Decision repealing additional measures)

If the entity subject to supervision remedies the violation after the decision on additional measures that was the basis for ordering additional measures becomes final, the Agency may, depending on the circumstances of the case, issue an order repealing the order on the additional measure.

11.6.4. Temporary prohibition on the provision of services

Article 476

(Temporary prohibition on managing investment funds)

(1) The Agency may temporarily prohibit the management company from managing investment funds if the management company:

1. fails to organise its operations or keep its accounting books and the accounting books of the investment funds it manages and other administrative and business records up to date in such a manner that at any time it is possible to verify whether the management company is operating in compliance with risk management rules or whether the management company is managing investment funds in compliance with this Act, the ZTFI and the

law governing the management of investment funds or other assets, and with regulations issued on the basis thereof;

2. fails to act in accordance with the order to remedy violations;

3. obstructs the supervision of its operations;

4. violates the rules on the investments of the investment fund it manages, or the rules on the management of the investment fund's assets, and such violation caused or could have caused substantial damage to the investment fund;

5. violates the provisions on informing the public and investors, and such violation caused or could have caused substantial damage to the holders of investment fund units;

6. delegates to another person the provision of certain services or activities of managing the investment fund in violation of Section 3.5 of this Act.

(2) In the cases referred to in points 2 to 6 of the preceding paragraph, the Agency may temporarily prohibit the management of certain types of investment funds if the violations refer to the management of these types of investment funds.

(3) In the decision by which it temporarily prohibits a management company from managing investment funds, the Agency shall define the measures to be adopted by the management company in order for the prohibition to be lifted, and the time limit for the implementation of such measures.

(4) The prohibition referred to in paragraphs (1) and (2) of this Article shall apply until the Agency issues a decision stating that the violations have been remedied, or until the decision to withdraw the authorisation becomes final.

(5) The decision referred to in paragraph (1) shall also be served on the depositary.

(6) In the period between the receipt of the decision on temporary prohibition on managing investment funds and the lifting of the prohibition referred to in paragraph (1) of this Article, the depositary shall carry out those activities of the investment fund that cannot be postponed.

(7) The investment fund operations that cannot be postponed in compliance with the preceding paragraph shall be the following:

1. transactions that, unless carried out by the depositary, could cause a loss to the assets of the investment fund;

2. administrative services associated with the investment fund's operation referred to in point 2 of Article 99 of this Act.

(8) From the date of receipt of the decision temporarily prohibiting the management of investment funds the depositary shall, on behalf and for the account of the mutual investment fund or the alternative fund, stop any payments for or redemptions of the investment coupons of the mutual investment fund or alternative fund, applying, as regards information for investors and reporting to the Agency, mutatis mutandis, the Agency's general regulations.

(9) In the period from the receipt of the decision temporarily prohibiting the management of investment funds and the lifting of the prohibition referred to in paragraphs (1) and (2) of this Article, the depositary shall be entitled to the management fee and other compensation that the management company is entitled to in compliance with the rules and instruments of incorporation of the investment fund.

(10) In the period between the issuance of the final decision temporarily prohibiting the management of investment funds and the lifting of the prohibition, the Agency shall publish on its website the decision temporarily prohibiting the management of investment funds.

Article 477

(Temporary prohibition on providing financial instruments management services and non-core services)

The provisions of paragraphs (1), (3) and (4) of the preceding Article and paragraphs (3), (4) and (5) of Article 302 of the ZTFI shall apply, mutatis mutandis, if a management company also manages financial instruments and provides non-core services.

11.6.5. Withdrawal of authorisation

Article 478

(Reasons for withdrawal)

(1) The Agency shall withdraw a management company's authorisation to manage investment funds if:

1. the management company violates the obligation to safeguard confidential data or the prohibition on the use of insider information referred to in Article 76 of this Act more than twice in any three years;

2. the management company violates the prohibition on insider trading or the prohibition on market manipulation in compliance with the provisions of the ZTFI;

3. the management company fails to satisfy the conditions regarding capital adequacy and other operating conditions in accordance with risk management rules;

4. the Agency orders that the additional measure referred to in paragraph (1) of Article 471 of this Act be implemented and the competent body of the management company fails, within the time limit provided for implementing the measure, to relieve from office a member of the management board or the executive director and fails to appoint new members authorised by the Agency referred to in Article 56 of this Act, or the newly appointed members fail to remedy the violations that were the reason for ordering the additional measure referred to in paragraph (1) of Article 471 of this Act within two months from their appointment;

5. the management company violates the provision on the temporary prohibition of managing operations referred to in Articles 476 and 477 of this Art or fails to implement the measures referred to in the decision;

6. there are grounds for withdrawing the authorisation to acquire a qualifying holding granted to a person that is directly or indirectly the management company’s parent undertaking;

7. the management company violates the rules on investments and asset management of the investment fund it manages and such violation caused or could have caused substantial damage to the investment fund;

8. the management company repeatedly violates the rules on investments and asset management of the investment fund;

9. the management company provided false information in order to obtain authorisation;

10. the management company no longer observes prudential rules or satisfies other conditions for managing investment funds;

11. the management company fails to act in accordance with the order to remedy violations;

12. the management company obstructs the supervision of its operations.

(2) In the cases referred to in points 7 to 12 of the preceding paragraph, the Agency may withdraw the management company’s authorisation to manage only certain types of investment funds if the violations result from the management of these types of investment funds.

(3) The decision referred to in paragraph (1) shall also be served on the depositary.

(4) In the period between the receipt of the decision withdrawing the authorisation to manage investment funds and the time when the decision becomes final, the depositary shall carry out those activities of managing an investment fund that cannot be postponed.

(5) Investment fund operations that cannot be postponed in compliance with the preceding paragraph shall be the following:

1. transactions that, unless carried out by the depositary, could cause loss to the assets of the investment fund;

2. administrative services associated with the investment fund's operation referred to in point 2 of Article 99 of this Act.

(6) From the date of receipt of the decision withdrawing the authorisation to manage investment funds the depositary shall, on behalf of and for the account of the mutual investment fund or alternative investment fund, stop any payments for or redemptions of the investment coupons of the mutual investment fund or alternative

investment fund, applying, as regards information for investors and reporting to the Agency, mutatis mutandis, the Agency's general regulations.

(7) In the period between the receipt of the decision withdrawing the authorisation to manage investment funds and the time when the decision becomes final, the depositary shall be entitled to the management fee and other compensation that the management company is entitled to in compliance with the rules and instruments of incorporation of the investment fund..

(8) The Agency shall publish the final decision to withdraw the authorisation to manage investment funds on its website.

Article 479

(Conditional withdrawal of authorisation)

(1) The Agency may, by way of a decision to withdraw the authorisation, also decide that the authorisation will not be withdrawn if, in the trial period determined by the Agency, which may not be less than six months or more than two years from the date of issuance of the decision, the management company does not commit another violation constituting grounds for withdrawal of authorisation.

(2) When the Agency conditionally withdraws the authorisation, it may also decide to withdraw the authorisation if, within a specific period of time, a management company fails to remedy the violations due to which the authorisation has been conditionally withdrawn or if the management company fails to reimburse the investment fund for the damage referred to in point 7 of the preceding Article. The time limit for fulfilling the obligation referred to in the preceding paragraph shall be determined by the Agency within the limits of the trial period.

Article 480

(Cancellation of conditional withdrawal of authorisation)

The Agency shall cancel the conditional withdrawal of authorisation and withdraw the authorisation if the management company commits a new violation during the trial period that constitutes grounds withdrawal, or if it fails to meet additional conditions referred to in paragraph (2) of the preceding Article.

11.7. Specific provisions on individual types of supervision

11.7.1. Supervision of a management company's operations in a Member State

Article 481

(Cooperation with the supervisory authority of the Member State in which the management company performs its services)

The Agency shall cooperate with the competent authority of the Member State in which a management company manages investment funds directly or through a branch and shall provide this authority with all the information at its disposal that is required for monitoring the operation of such management company.

Article 482

(Review of the operation of a management company branch in a Member State)

The Agency may request a competent authority of a Member State in which a management company provides investment fund management services to review the operations of the management company branch in that Member State when this can accelerate or simplify the supervision procedure or when it is in the interests of the efficiency, simplicity, speed, and reduced costs of the procedure. The authorised persons of the Agency may participate in the review carried by the Member State's competent supervisory authority under the same conditions.

Article 483

(Supervision measures with respect to a management company that provides services in a Member State)

(1) When a management company that manages investment funds in a Member State violates that Member State's regulations notwithstanding a warning by the Member State's supervisory authority, the Agency shall adopt supervision measures in accordance with this Act.

(2) The Agency shall notify the Member State's supervisory authority of the adopted measures without delay.

Article 484

(Notification of a Member State's supervisory authority of withdrawal of a management company's authorisation)

The Agency shall inform in writing the supervisory authorities of the Member States in which a management company manages investment funds of the withdrawal of the authorisation of the management company without delay.

Article 485

(Consultation on the withdrawal of authorisation to manage investment funds)

Before issuing the measure under Article 483 of this Act, the Agency shall consult the competent supervisory bodies of the Member States in which the management company manages investment funds.

11.7.2. Supervision of the management companies of Member States in the Republic of Slovenia

Article 486

(Cooperation with the supervisory authority of the Member State in which a management company has its registered office)

The Agency shall cooperate with the supervisory authority of the home Member State of a management company that manages investment funds directly or through a branch in the territory of the Republic of Slovenia, and shall provide this authority with all the information at its disposal that is required for monitoring the operation of such management company.

Article 487

(Review of the operation of a branch of an EU management company)

(1) The supervisory authorities of a Member State or persons authorised by it may perform review of a branch of a management company from that Member State in the territory of the Republic of Slovenia. The supervisory authority of a Member State shall notify the Agency of the intended review referred to in the preceding sentence.

(2) In the case referred to in the preceding paragraph, the supervisory authority of the Member State or persons authorised by it shall have the same responsibilities as the Agency on the basis of Articles 460 to 463 of this Act.

(3) Upon the request of a Member State's supervisory authority, the Agency shall carry out a review of a branch of that Member State's management company in the territory of the Republic of Slovenia. The supervisory authority of the Member State may, at its own request, take part in the review.

(4) Notwithstanding paragraphs (1) to (3) of this Article, the Agency shall have the competence to carry out a review of the operation of a branch of that Member State's management company in the territory of the Republic of Slovenia in order to verify whether the branch acts in compliance with the provisions of regulations referred to in paragraph (1) of Article 444 of this Act.

Article 488

(Supervision measures with respect to a branch of an EU management company)

(1) If a management company managing investment funds within the territory of the Republic of Slovenia directly or indirectly through a branch is in violation of the regulations referred to in paragraphs (1) and (2) of Article 444 of this Act or fails to submit to the Agency the information it is required to submit under this Act, it shall be ordered by the Agency to remedy that violation.

(2) The Agency shall notify the Member State's supervisory authority of the adopted measures without delay.

(3) When an EU management company fails to comply with the order referred to in paragraph (1) of this Article within the time limit set by the order, the Agency shall notify the supervisory authority of that Member State thereof.

(4) If an EU management company does not remedy the violation referred to in paragraph (1) of this Article notwithstanding the measures imposed on it by the supervisory authority of its home Member State, following the notification referred to in the preceding paragraph, or when such measures prove to be inadequate or cannot be imposed on it in its home Member State, the Agency may:

1. prohibit the EU management company from managing investment funds within the territory of the Republic of Slovenia, or

2. notify ESMA if it deems that the measures adopted by the supervisory authority of the management company’s home Member State were not adequate.

(5) Before adopting the measure referred to in the preceding paragraph, the Agency shall inform the supervisory authority of the management company’s home Member State thereof.

(6) Notwithstanding the provision of the preceding paragraph, the Agency may prohibit an EU management company from managing investment funds within the territory of the Republic of Slovenia without prior notification of the supervisory authority of the management company’s home Member State when the decision to protect the interests of the management company's investors and other clients or to safeguard some other public benefit cannot be delayed.

(7) In the cases referred to in the preceding paragraph, the Agency shall inform the supervisory authority of the management company’s home Member State, the European Commission and ESMA of the prohibition of managing investment funds at the earliest opportunity.

(8) The provisions of Sub-section 7.9.2. of this Act shall apply, mutatis mutandis, when the Agency has prohibited an EU management company from managing investment funds within the territory of the Republic of Slovenia.

Article 489

(Supervision measures with respect to a management company marketing units of EU UCITSs)

(1) If a management company marketing units of EU UCITSs within the territory of the Republic of Slovenia is in violation of the regulations referred to in paragraph (3) of Article 444 of this Act or fails to submit to the Agency the information it is required to submit under this Act, it shall be ordered by the Agency to remedy that violation.

(2) If the Agency has reasonable grounds to suspect that the management company has failed to meet its obligations concerning the management of a UCITS whose units it markets within the territory of the Republic of Slovenia, but it is not competent to supervise such branches under this Act, it shall communicate its suspicions to the competent supervisory authority of the home Member State of the UCITS.

(3) If an EU management company does not remedy the violation referred to in paragraph (1) of this Article notwithstanding the measures imposed on it by the supervisory authority of its home Member State, following the communication referred to in the preceding paragraph, or when such measures prove to be inadequate or cannot be imposed on it in its home Member State, the Agency may:

1. adopt measures under this Act needed to prevent the management company from carrying out any further marketing and to protect the interests of its investors, and

2. if necessary, bring the matter to the attention of ESMA.

(4) The Agency shall notify the European Commission and ESMA of the measure referred to in point 1 of the preceding paragraph without delay.

Article 490

(Supervision measures with respect to a management company marketing units of mutual funds in other Member States)

The Agency shall notify the supervisory authorities of the Member States where units of the mutual fund are marketed and, where relevant, the supervisory authority of the management company’s home Member State of any supervisory measure taken with respect to any mutual fund, or of any temporary suspension of the issue of investment coupons, or any suspension of payments for or redemptions of mutual fund units.

Article 491

(Measures due to the withdrawal of authorisation of an EU management company)

When the supervisory authority of the home Members State of a management company that manages investment funds directly or through a branch notifies the Agency of the withdrawal of this management company's authorisation to perform such services, the Agency shall take appropriate action under this Act in order to prevent the management company from further providing these services and to protect the interests of the management company's clients.

11.7.3. Supervision of the operation of an alternative investment fund manager managing an APIF in the Republic of Slovenia

Article 492

(Supervision measures in respect of alternative investment fund managers managing an APIF)

(1) If an AIFM managing an APIF under this Act is in violation of the regulation referred to in paragraph (1) of Article 445 of this Act or fails to submit to the Agency the information it is required to submit under this Act, it shall be required by the Agency to remedy such violation.

(2) When the AIFM home Member State is another Member State, the Agency shall notify this Member State's supervisory authority of the adopted measures without delay.

(3) If the AIFM fails to comply with the order referred to in paragraph (1) of this Article within the timeframe set by the order, the Agency shall continue the procedure against the AIFM on the basis of the law governing alternative investment fund managers.

Article 493

(Supervision measures in respect of alternative investment fund managers marketing units of alternative investment funds established in other Member States to non-professional investors in the Republic of

Slovenia)

(1) If an AIFM marketing units of alternative investment funds established in another Member State to non-professional investors in the Republic of Slovenia is in violation of the regulations referred to in paragraph (2) of Article 445 of this Act or fails to submit to the Agency the information it is required to submit under this Act, it shall be ordered by the Agency to remedy such violation.

(2) If the Agency has reasonable grounds to suspect that the AIFM has violated its obligations concerning the management of the alternative investment fund whose units it markets within the territory of the Republic of Slovenia, but it is not competent to supervise such branches under this Act, it shall communicate its suspicions to the competent supervisory authority of the home Member State of the AIF.

(3) If an EU AIFM does not remedy the violation referred to in paragraph (1) of this Article notwithstanding the measures imposed on it by the supervisory authority of its home Member State following receipt of the communication referred to in the preceding paragraph, or when such measures prove to be inadequate or cannot be imposed on it in its home Member State, and the violation refers to the marketing of AIF units to non-professional investors, the Agency may adopt a decision prohibiting the AIF from marketing units to non-professional investors.

(4) If the AIFM fails to comply with the order referred to in paragraph (1) of this Article, the Agency shall adopt a decision prohibiting such AIFM from marketing units to non-professional investors.

(5) If the AIFM referred to in paragraphs (3) and (4) of this Article fails to comply with the above decision, the Agency shall continue the procedure against the AIFM on the basis of the law governing alternative investment fund managers.

12. SUPERVISION OF DEPOSITARIES, MARKETING ENTITIES AND OTHER PERSONS

Article 494

(Supervision of depositaries)

(1) The Agency shall carry out supervision of the depositary referred to in Sub-section 6.3.1. of this Act in order to verify whether the depositary complies with the provisions of this Act and of other acts and regulations governing the performance of depositary functions for investment funds.

(2) In addition to the provisions of this Act, the supervision referred to in the preceding paragraph shall be subject, mutatis mutandis, to the provisions of the ZTFI on the supervision of banks carrying out investment services and transactions.

(3) In carrying out the supervision referred to in paragraph (1) of this Act in accordance with the law governing banking, the Agency shall cooperate with the Bank of Slovenia, which carries out supervision of the depositary in accordance with the provisions on the supervision of depositary functions of the law governing banking.

Article 495

(Supervision of natural persons marketing investment fund units)

The Agency shall carry out supervision of the natural persons referred to in paragraph (1) of Article 131 of this Act who market investment fund units in the following way:

1. by inspecting the business documents relating to the marketing of investment fund units;

2. by gathering statements and evidence relating to the business of the persons referred to in paragraph (1) of Article 125 of this Act;

3. by withdrawing their authorisation.

Article 496

(Withdrawal of authorisation to market investment fund units)

(1) The Agency shall withdraw the authorisation to market investment fund units referred to in Article 131 of this Act if:

1. the authorisation was obtained by providing false data;

2. the person has been convicted by a final judgment to imprisonment of more than three months that has not been suspended for committing a criminal offence against property or the economy, and the sentence has not yet been expunged from the criminal records;

3. the person has marketed investment fund units in violation of the regulations referred to in paragraph (3) of Article 129 of this Act.

(2) The provisions of the law governing administrative procedure shall apply, mutatis mutandis, to the decision-making of the Agency on the withdrawal of authorisation referred to in the preceding paragraph.

(3) An administrative action may be brought against the decision of the Agency on the withdrawal of authorisation to market investment fund units within 30 days of receipt of the decision.

Article 497

(Supervision of other persons)

(1) The Agency shall carry out supervision of:

1. persons who manage investment funds and are not persons referred to in Article 100 of this Act;

2. persons who market investment fund units and are not persons referred to in Article 134 of this Act;

3. persons who market units of APIF established under this Act and are not persons referred to in Article 135 of this Act;

4. persons who market units of EU UCITSs and are not persons referred to in Article 136 of this Act;

5. persons who market investment fund units and are not persons referred to in Article 141 of this Act;

6. persons who establish an investment fund and are not persons referred to in Article 254 of this Act;

7. persons who establish an umbrella fund and are not persons referred to in Article 313 of this Act;

8. persons who establish an APIF and are not persons referred to in Article 359 of this Act.

(2) The Agency may delegate the supervisory function to another competent state body or public agency empowered to carry out supervision of marketing and advertising or trading in financial services and instruments in the Republic of Slovenia.

Article 498

(Order to remedy violations)

(1) If data in the possession of the Agency indicate that a person has violated the prohibition referred to in paragraph (1) of the preceding Article, the Agency shall issue to such person an order in accordance with Article 527 of the ZTFI. An objection may be lodged against the order. The provisions of Articles 528 to 532 of the ZTFI shall apply to the lodging of an objection and deciding on the objection.

(2) In the cases referred to in the preceding paragraph, the Agency may, before issuing the order, review the books of account and other documentation of the relevant person and collect other evidence necessary to establish whether the person has committed the violation referred to in the preceding paragraph.

(3) In the order referred to in paragraph (1) of this Article the Agency shall require the person to submit, within a time limit of not less than 8 and not more than 15 days, a report in which it shall specify the measures taken to remedy the violation and in which the person may express its view as to the justification of the order.

(4) If the report on the measures taken to remedy the violation is incomplete or the report and the attached evidence do not prove that the violation has been remedied, the Agency shall issue an order requiring the person to supplement the report and shall set a deadline for its supplementation. An objection may be lodged against the order. The provisions of Articles 528 to 532 of the ZTFI shall apply to the lodging of the objection and deciding on the objection.

Article 499

(Grounds for liquidation)

(1) When a legal person subject to supervision fails to comply with an order referred to in paragraph (1) of the preceding Article, the Agency shall issue a decision establishing the existence of grounds for the compulsory liquidation of that entity.

(2) The competent court shall initiate proceedings for compulsory liquidation on the basis of the final decision referred to in the preceding paragraph and on the proposal of the Agency.

(3) If an individual company owner (hereinafter: company owner) or a private citizen subject to supervision fails to comply with the order referred to in the preceding paragraph, the Agency shall establish, by way of a decision, that the company owner or the private citizen does not satisfy the conditions to conduct business, and shall notify thereof the Agency of the Republic of Slovenia for Public Legal Records and Related Services after the decision referred to in paragraph (1) of this Article becomes final.

(4) Any natural person who is not a company owner and who pursues a registered activity or an activity prescribed by a regulation in a self-employed capacity shall be considered a private citizen as referred to in the preceding paragraph.

(5) The Agency shall be exempt from the payment of court fees for the proposal referred to in paragraph (2) of this Article and for the decision of the Court concerning the above proposal.

13. THE AGENCY'S DECISION-MAKING ON PARTICULAR MATTERS

Article 500

(Application of the provisions relating to the procedure)

(1) The Agency shall decide on individual matters within its competence under this Act by following the procedure determined in the ZTFI, unless otherwise provided for individual types of procedures by this Act.

(2) Under the procedure of ex-ante examination of the application for authorisation to merge by absorption or to merge in accordance with Sub-section 7.10.2 of this Act, the Agency shall issue the decision requesting that the violation be remedied within ten business days.

(3) The Agency shall issue the decision authorising merger by absorption or merger in accordance with Sub-section 7.10.2 of this Act within 20 business days of receipt of the complete application for authorisation to merge by absorption or to merge.

(4) The Agency shall send the decision referred to in the preceding paragraph without delay to:

1. the management company that manages the merging fund, and

2. the competent supervisory authority of the receiving fund’s home Member State in cases of merger in accordance with Sub-section 7.10.3. of this Act.

(5) The Agency shall issue the decision authorising the investment of assets in the master fund in accordance with Chapter 9 of this Act within 15 business days of receipt of the complete application for authorisation to invest assets in the master fund.

(6) The Agency shall send the decision referred to in the preceding paragraph without delay to:

1. the management company that manages the feeder fund, and

2. the competent supervisory authority of the master fund home Member State in cases of the application of the procedure in accordance with Section 9.9. of this Act.

(7) The Agency shall inform the management company managing the feeder fund within 15 business days of receipt of a complete request for approval referred to in paragraph (2) of Article 349 or in paragraph (2) of Article 350 of this Act whether or not it has issued the approval.

14. COOPERATION WITH THE SUPERVISORY AUTHORITIES OF THE EUROPEAN UNION

Article 501

(Cooperation between the supervisory authorities of the Republic of Slovenia)

(1) The Agency and the supervisory authorities of the Republic of Slovenia responsible for the supervision of other supervised financial undertakings shall, upon the request of the individual supervisory authority, provide such body with all the information concerning the management company or other supervised financial undertakings required in the process of supervising this undertaking, in the process of issuing authorisations and permissions, or in deciding on other particular matters.

(2) The supervisory authorities shall notify each other of any irregularity or other circumstances identified during supervision if such irregularities are relevant to the work of other supervisory authorities.

Article 502

(Cooperation with the supervisory authorities of Member States and ESMA)

(1) The Agency shall cooperate with the supervisory authorities of Member States and ESMA. It shall provide the information of key importance or significant for the performance of their supervisory tasks concerning the fulfilment of the provisions of Member States adopted for the transposition of Directive 2009/65/EC. For the above purposes it shall provide another supervisory authority the following:

1. on request, all information of key importance or significant for the performance of that supervisory authority's supervisory tasks;

2. on its own initiative, all information of key importance or significant for the performance of that supervisory authority's tasks.

(2) Information shall be considered of key importance when it might have a significant impact on the assessment of the financial soundness of the supervised financial company of another Member State.

(3) The Agency shall cooperate with the supervisory authorities of the Member States and ESMA by participating in their investigative actions.

(4) Paragraphs (1) and (2) of this Article shall apply, mutatis mutandis, to the cooperation of the Agency and supervisory authorities of the Republic of Slovenia with the relevant supervisory authority of a Member State when the former requests consultation or information in deciding on a request to acquire a qualifying holding in a supervised financial company of the Member State submitted by:

1. a credit institution whose registered office is in the Republic of Slovenia,

2. an insurance undertaking, a reinsurance undertaking, a brokerage company or a management company whose registered office is in the Republic of Slovenia, or

3. an entity that is the parent entity of the entities referred to in points 1 or 2 of this paragraph.

(5) The Agency shall use its powers for the purpose of cooperation referred to in paragraphs (1) and (3) of this Article, even in cases where the act that is the subject of the cooperation has not been committed within the territory of the Republic of Slovenia.

(6) By supervising management companies the Agency shall promote cooperation between the supervisory authorities of Member States and in particular the exchange of all important information between the supervisory authorities of the home and the host Member States.

Article 503

(The collection and processing of information)

(1) The Agency shall have the power to collect and process information about facts and circumstances that are of significance for the performance of its tasks and responsibilities determined by this Act.

(2) The information referred to in the preceding paragraph is, in particular, information on the following:

1. authorisations to manage investment funds and other authorisations issued by the Agency in accordance with this Act;

2. members of the management boards and supervisory boards of management companies, their organisation and the operation of their internal audit departments;

3. branches of management companies or management companies directly managing investment funds in Member States and branches of management companies or management companies directly managing investment funds in the Republic of Slovenia;

4. management companies' branches in third countries and third-country management companies' branches in the Republic of Slovenia;

5. the financial position and operation of management companies and other entities whose supervision falls within its competence;

6. holders of qualifying holdings;

7. supervision measures adopted by the Agency in accordance with this Act;

8. information obtained from other supervisory authorities of the Republic of Slovenia, Member States or third countries within the framework of the exchange of information.

(3) The Agency shall be exempt from the payment of court and administrative fees for the information obtained from registers and records kept by the courts or other state authorities.

Article 504

(The obligation to safeguard confidential information)

The provisions of the ZTFI shall apply, mutatis mutandis, to the obligation to safeguard confidential information and to persons authorised to disclose such information.

Article 505

(Use of confidential information)

The Agency may use confidential information only:

1. to check the conditions for issuing authorisations, permissions and approvals decided upon according to this Act and to ensure supervision on an individual or consolidated basis of a management company’s activity, particularly in respect of liquidity, capital adequacy, large exposures, management and accounting procedures, and internal control mechanisms;

2. to impose supervision measures and penalties;

3. in judicial protection procedures against its own decisions and in other judicial proceedings relating thereto.

Article 506

(Notification by the supervisory authority of suspicion of a violation)

(1) Where the Agency has good reason to suspect that acts contrary to the provisions of Member States adopted for the transposition of Directive 2009/65/EC have been carried out by entities not subject to its supervision on the territory of another Member State, it shall notify the supervisory authority of the other Member State thereof in as specific a manner as possible.

(2) When the Agency receives notification from the supervisory authority of another Member State with the content referred to in the preceding paragraph it shall take appropriate action, and shall inform the notifying supervisory authority of the outcome of that action and, to the extent possible, of significant interim measures.

(3) Paragraphs (1) and (2) shall not exclude or limit the competences and responsibilities of the Agency to carry out supervision in accordance with other provisions of this Act.

Article 507

(Cooperation when investigating operations)

(1) When an investigation or other investigative activity is being carried out with regard to a person on the territory of another Member State for the purpose of supervising compliance with the provisions of Member States adopted for the transposition of Directive 2009/65/EC, the Agency shall request that such actions be carried out by the supervisory authority of the same Member State.

(2) The Agency may request that the supervisory authority of another Member State allow its own officials to accompany the officials carrying out the actions referred to in the preceding paragraph.

(3) At the request of the supervisory authority of another Member State, the Agency shall carry out an operational review or other investigative activity with regard to a person if such is carried out on the territory of the Republic of Slovenia.

(4) At the request of the supervisory authority of another Member State, the Agency may allow officials from that Member State to accompany the Agency's officials carrying out the actions referred to in the preceding paragraph.

Article 508

(Refusal of request for cooperation)

(1) The Agency may refuse a request by the supervisory authority of another Member State to exchange information or to carry out investigative activities where:

1. such investigative activities might adversely affect the sovereignty, security or public policy of the Republic of Slovenia;

2. judicial proceedings have already been initiated in respect of the same persons and the same actions that are the subject of the request for investigatory activities before the authorities of the Republic of Slovenia;

3. a final court decision in respect of the same persons and the same actions that are the subject of the request for investigatory activities has already been delivered in the Republic of Slovenia.

(2) The Agency shall notify the supervisory authority of another Member State of the refusal to exchange information or to carry out investigative activities and shall inform it of the reasons for its decision.

Article 509

(Notifications to the European Commission and ESMA)

(1) The Agency shall notify the European Commission and ESMA of the following:

1. refusals to send the information referred to in paragraph (1) of Article 111 of this Act;

2. refusals to authorise the assumption of management referred to in Article 261 of this Act;

3. the measures referred to in paragraph (4) of Article 488 of this Act.

(2) The Agency shall also inform ESMA of all authorisations granted to management companies to manage investment funds on the basis of paragraph (1) of Article 101 of this Act.

Article 510

(Relations with institutions of the European Union)

(1) The Agency shall notify the European Commission of all the authorisations issued:

1. to a management company whose direct or indirect parent undertaking is a legal person that has its registered office in a third country;

2. that make the entity from the third country the parent undertaking of the management company.

(2) The Agency shall inform the European Commission of any general difficulties that management companies encounter in providing investment fund management services in any third country.

(3) If the European Commission decides that the supervisory authorities of Member States shall suspend or stay decision-making on matters concerning any third country entity, the Agency shall take a decision to suspend for up to three months the procedure to grant authorisation:

1. to a management company whose direct or indirect parent undertaking is a legal person from a third country to which the decision of the European Commission refers;

2. for acquisition of the qualifying holding share that would make the entity from the third country to which the decision of the European Commission refers a parent undertaking of the management company.

(4) During the suspension of the procedure, the time limit for taking a decision referred to in Article 547 of the ZTFI shall also be suspended.

(5) If the European council decides to extend the suspension or staying of the procedure, by a decision the Agency shall extend the suspension of the procedure for the period decided by the European Council.

(6) The measures referred to in paragraphs (3) and (5) of this Article shall not apply to:

1. the establishment of a management company with the status:

- of a branch undertaking of a management company that is entitled to manage investment funds in a host Member State when the decision referred to in paragraph (3) or (5) is taken, or

- a branch undertaking of a branch management company referred to in the preceding indent;

2. authorisation to acquire a qualifying holding:

- granted to a management company that is entitled to manage investment funds in a host Member State when the decision referred to in paragraph (3) or (5) is taken, or

- granted to a branch undertaking of a management company referred to in the preceding indent.

(7) The Agency shall inform the European Commission at its request of each application for authorisation referred to in paragraph (1) of this Article if the Commission needs such data to determine the facts significant for adopting the decision referred to in paragraph (3) or (5) of this Article.

15. GROUP OF MANAGEMENT COMPANIES

Article 511

(Group of management companies)

(1) Management companies doing business in the Republic of Slovenia or that in the Republic of Slovenia only market the units of the UCITSs under their management may form a group of management companies.

(2) The provisions of the ZGD-1 on an economic interest group shall apply to a group of management companies unless otherwise provided for by this Article.

(3) A group of management companies shall carry out tasks of common interest for management companies as provided for in the agreement on the establishment of the group, or otherwise authorised by the group members.

(4) The Agency may authorise the group of management companies to carry out tests of professional expertize referred to in point 1 of paragraph (3) of Article 131 of this Act on its behalf.

(5) The Agency shall supervise the tests of professional expertize referred to in the preceding paragraph.

16. PENAL PROVISIONS

Article 512

(Serious offences committed by a management company)

(1) A management company shall be imposed a fine of between EUR 25,000 and EUR 125,000 for a violation if:

1. it performs activities other than those referred to in paragraphs (3) and (4) of Article 32 of this Act (paragraph (5) of Article 32);

2. it grants credits or guarantees for the acquisition of shares in violation of paragraph (5) of Article 34 of this Act;

3. it appoints as a member of its management board or as its executive director a person who is not authorised by the Agency to perform the function of a member of the management company's management board in compliance with paragraph (1) of Article 56 of this Act;

4. it discloses confidential information on a client to third persons or uses such information itself or enables third persons to use such information (Article 78);

5. it lacks an adequate capital level with respect to the types of services it provides and the assets it manages and the risks to which they are exposed in the provision of these services (Article 81);

6. it distributes profits contrary to the prohibition referred to in paragraph (1) of Article 84 of this Act;

7. it fails to keep books of account, fails to prepare accounting documents, fails to valuate bookkeeping items, and fails to prepare the annual report in compliance with paragraphs (1) and (2) of this Act;

8. it manages investment funds in the Republic of Slovenia without obtaining the authorisation of the Agency (paragraph (1) of Article 103);

9. it undertakes activities through a branch in a Member State in violation of Article 112 of this Act;

10. it establishes a branch in a third country without obtaining the authorisation of the Agency (paragraph (3) of Article 117);

11. it markets mutual fund units in a host Member State without prior notification of the Agency in compliance with Article 144 of this Act;

12. it markets investment fund units in a host Member State without prior notification of the Agency in compliance with Article 149 of this Act;

13. it fails to manage clients' financial instruments with due care and fails to apply appropriate measures in compliance with Article 203 of the ZTFI in conjunction with paragraph (1) of Article 151 of this Act;

14. it fails to manage the funds held on behalf of clients with due care and fails to apply appropriate measures in compliance with Article 204 of the ZTFI in conjunction with paragraph (1) of Article 151 of this Act;

15. it concludes transactions for the account of the investment fund in violation of paragraph (1) of Article 161 of this Act;

16. it concludes transactions for the account of the investment fund in violation of paragraph (1) of Article 162 of this Act;

17. it pays to the depositary, from the investment fund's assets, in addition to the fee referred to in paragraph (1) of Article 168 of this Act and the costs determined by paragraph (4) of Article 168 of this Act, any other costs (paragraph (3) of Article 168);

18. it fails to conclude a contract on the performance of depositary functions with the depositary for the account of the investment fund it manages (Article 173);

19. it fails to obtain the Agency's consent prior to the conclusion or modification of the contract on the performance of depositary functions(paragraphs (1) and (5) of Article 174);

20. it does not separate the assets of the investment fund from the assets of other investment funds, its own assets and from the assets it manages (paragraph (1) of Article 179);

21. it does not prepare the risk management plan for the investment fund referred to in Article 187 of this Act (paragraph (2) of Article 187);

22. it issues a guarantee or other securities for the account of the investment fund (paragraph (1) of Article 189);

23. it pledges the investment fund assets or encumbers them in any other way (paragraph (1) of Article 191);

24. it fails to prepare a key investor information document in compliance with Article 201 of this Act;

25. it keeps books of account, compiles bookkeeping documents, or values bookkeeping items in violation of Article 204 of this Act;

26. it fails to prepare the annual or the semi-annual report of the investment fund for the relevant periods in the content and format provided for in Articles 205 and 206 of this Act;

27. for each of the mutual funds it manages, it fails to keep records of holders of investment coupons in compliance with the provisions of this Act and of the regulations issued on the basis thereof (Article 226);

28. it invests the assets of the mutual fund it manages in derivative financial instruments without compliance with the conditions referred to in Article 241 of this Act;

29. it pays to itself, besides the management fee and costs that, in compliance with paragraph (2) of Article 247, are provided for by the mutual fund rules , other payments from the mutual fund's assets;

30. it accepts payments for mutual fund investment coupons before the mutual fund is established (Article 255);

31. it transfers the management of the investment fund to another management company without the authorisation of the Agency (Articles 259, 391, and 426);

32. after the conditions for the commencement of the liquidation of the mutual fund are met, it pays the management fee in violation of paragraph (2) of Article 297 of this Act;

33. it fails to obtain the authorisation of the Agency to include the sub-funds of an umbrella fund into another umbrella fund in compliance with paragraph (1) of Article 320 of this Act;

34. it establishes a feeder fund without the authorisation of the Agency referred to in Article 324 of this Act;

35. the feeder fund invests assets into the derivative financial instruments referred to in point 7 of paragraph (1) of Article 237 of this Act and such investments are not intended for the sole purpose of counterparty risks, or the exposure of the feeder fund in relation to derivative financial instruments is in violation of Articles 237 and 241 of this Act (paragraph (2) of Article 336);

36. it fails to obtain the authorisation of the Agency for the administration of investment funds for a certain type of APIF (paragraph (2) of Article 359);

37. it invests the assets of the APIF under management in derivative financial instruments in violation of Article 364 of this Act;

38. it pays to itself, besides the management fee and costs that, in compliance with paragraph (2) of Article 371, are provided for by the APIF’s rules or instruments of incorporation, other payments from the APIF’s assets;

39. it begins to accept payments for the investment coupons of an alternative mutual fund before the alternative mutual fund is established (Article 388);

40. after the conditions for the commencement of the liquidation of the alternative mutual fund are met, it pays to itself the management fee in violation of paragraph (2) of Article 393 of this Act;

41. it fails to inform the holders of the investment coupons of an alternative mutual fund and fails to report to the Agency that the conditions for the commencement of the liquidation of the alternative mutual fund are met in compliance with paragraphs (1) and (2) of Article 394 of this Act;

42. it fails to realise the assets of the alternative mutual fund and fails to pay the holders of the investment coupons of the alternative mutual fund in compliance with Article 396 of this Act;

43. it fails to obtain the authorisation of the Agency to include the sub-funds of an alternative umbrella fund in another alternative umbrella fund (Article 400);

44. the investment company it manages carries out or modifies activities in violation of the provisions of Article 402 of this Act;

45. it represents the shareholders of the investment company when exercising their voting rights at the general meeting of the investment company (point 1 of paragraph (2) of Article 419);

46. following the request of the Agency, it fails to report in the manner and within the time limits referred to in Article 455 of this Act and the regulation issued by the Agency in compliance with Article 458 of this Act;

47. it fails to enable the authorised person of the Agency to conduct a review in the manner provided for in Articles 460 to 463 of this Act;

48. it violates a temporary prohibition on managing investment funds referred to in paragraph (1) of Article 476 of this Act or a temporary prohibition on of the provision of financial instruments managements services and the provision of non-core services referred to in Article 477 of this Act.

(2) The responsible person of a management company shall be imposed a fine of between EUR 800 and EUR 4,100 for an offence referred to in the preceding paragraph.

(3) If the nature of the offence referred to in the preceding two paragraphs is especially serious due to the amount of damage caused, or due to the amount of illegally acquired pecuniary benefits, or due to the perpetrator's criminal intent or intent to obtain an unlawful gain, a fine of between EUR 41,000 and EUR 370,000 shall be imposed on the management company, and a fine of between EUR 2,500 and EUR 12,000 shall also be imposed on the responsible person of the management company.

Article 513

(Serious offences committed by an alternative investment fund manager)

(1) An AIFM shall be imposed a fine of between EUR 25,000 and EUR 125,000 for a violation if:

1. it enters into transactions for the account of the investment fund in violation of Article 161 of this Act;

2. it enters into transactions for the account of the investment fund in violation of paragraph (1) of Article 162 of this Act;

3. it does not separate the assets of the investment fund from the assets of other investment funds, its own property and from the property it manages (paragraph (1) of Article 179);

4. it does not prepare the risk management plan for the investment fund referred to in Article 187 of this Act (paragraph (2) of Article 187);

5. it issues a guarantee or any other form of collateral for the account of the investment fund (paragraph (1) of Article 189);

6. it pledges investment fund assets or encumbers the assets in any other way (paragraph (1) of Article 191);

7. it fails to prepare a key investor information document for investors in accordance with Article 201 of this Act;

8. it does not prepare the annual or semi-annual report of the investment fund according to the periods, form and method provided for in Articles 205 and 206 of this Act;

9. it transfers the management of the investment fund to another management company or an AIFM without the authorisation of the Agency (Articles 259, 391, and 426);

10. it invests the assets of the APIF under management in financial derivative instruments in violation of Article 364 of this Act;

11. it pays to itself, besides the management fee and costs that in compliance with the second paragraph of Article 371 are provided for by the APIF’s rules and instruments of incorporation, other payments from the assets of the APIF;

12. it begins to accept payments for the investment coupons of an alternative mutual fund before the alternative mutual fund is established (Article 388);

13. after the conditions for the commencement of the liquidation of the alternative mutual fund are met, it pays to itself the management fee in violation of paragraph (2) of Article 393 of this Act;

14. it fails to inform the holders of the investment coupons of the alternative mutual fund and fails to report to the Agency that the conditions for the commencement of the liquidation of the alternative mutual fund are met in compliance with the first and second paragraphs of Article 394 of this Act;

15. it fails to realise the assets of the alternative mutual fund and fails to pay the holders of the investment coupons of the alternative mutual fund in compliance with Article 396 of this Act;

16. it fails to obtain the permission of the Agency to include the sub-funds of an alternative umbrella fund in another umbrella fund (Article 400);

17. it allows the investment company it manages to carry out or modify activities in violation of the provisions of Article 402 of this Act;

18. it represents shareholders of the investment company when exercising their voting rights at the general meeting (point 1 of the second paragraph of Article 419).

(2) The responsible person of an alternative investment fund shall be imposed a fine of between EUR 800 and EUR 4,100 for an offence referred to in the preceding paragraph.

(3) If the nature of the offence referred to in the preceding two paragraphs is especially serious due to the amount of damage caused, or due to the amount of illegally acquired pecuniary benefits, or due to the perpetrator's criminal intent or intent to obtain an unlawful gain, a fine of between EUR 41,000 and EUR 370,000 shall be imposed on the manager of the alternative investment fund, and a fine of between EUR 2,500 and EUR 12,000 shall also be imposed on the responsible person of the manager of the alternative investment fund.

Article 514

(Minor offences committed by a management company)

(1) A management company shall be imposed a fine of between EUR 400 and EUR 125,000 for a violation if:

1. its management or executive directors fail to meet the conditions referred to in Article 53 of this Act;

2. it does not keep records and documents in accordance with Article 69 of this Act;

3. it fails to replace its auditing company at least once every five years (paragraph (6) of Article 88);

4. it concludes a delegation contract with the authorised person in violation of paragraph (2) of Article 125 of this Act;

5. it fails to conclude a written management agreement with a party (paragraph (2) of Article 240 of the ZTFI in conjunction with paragraph (1) of Article 154);

6. it fails, in the event the investment fund's assets deviate from the rules governing investment fund shares and exposure, to adopt and implement measures to correct deviations as soon as possible and fails to inform the Agency thereof (paragraph (2) of Article 185);

7. it fails to correct deviations concerning the shares and exposure of the investment fund's assets within the time limits referred to in the third paragraph of Article 185 of this Act;

8. it concludes a contract for sale or sells financial instruments from the investment fund's assets for the account of the investment fund in violation of paragraph (1) of Article 190 of this Act;

9. the annual report of the investment fund is not audited in compliance with Article 207 of this Act;

10. it fails to calculate the net value of the mutual fund's assets in the manner and within the time limits provided for in Article 225 of this Act and the act issued by the Agency in compliance with Article 206 of this Act;

11. it fails to pay to holders of investment fund coupons the redemption value in the manner and within the time limits referred to in Article 235 of this Act;

12. after receiving the Agency’s approval of a modification of the rules of the mutual fund, it fails to inform thereof the holders of investment coupons and the general public in the manner provided for in paragraph (9) of Article 253 of this Act and the act issued by the Agency in compliance with paragraph (10) of Article 253 of this Act;

13. after receiving the authorisation of the Agency to assume management, it fails to inform the public and the holders of investment fund units of the delegation of the management of the investment fund in the manner and within the time limits provided for in paragraph (1) of Article 263 of this Act and in the act issued by the Agency in compliance with paragraph (2) of Article 263 of this Act (Article 263, paragraph (5) of Article 267, Articles 391 and 426, and paragraph (1) of Article 428);

14. it charges exit fees to holders of the receiving and the merging funds’ coupons (point 1 of paragraph (1) and point 1 of paragraph (2) of Article 282);

15. after meeting the conditions for the commencement of the liquidation of the mutual fund, it fails to inform thereof the Agency, the holders of investment coupons and the general public in the manner provided for in the second paragraph of Article 298 of this Act and the act issued by the Agency in compliance with paragraph (5) of Article 298 of this Act;

16. it pays the redemption value of the investment coupons or accepts a declaration of acceptance of the mutual fund rules after the conditions for the commencement of the liquidation of the mutual fund have been met (Article 299);

17. through its own fault, it fails to daily transfer investors' funds received in the special account of an umbrella fund into the accounts of individual sub-funds in compliance with paragraph (3) of Article 305 of this Act;

18. it fails to calculate the net value of the alternative mutual fund's assets in the manner and within time limits provided for in Article 377 of this Act;

19. it fails to pay to holders of investment fund coupons the redemption value in the manner and within the time limit referred to in Article 235 of this Act (Article 378);

20. after receiving the Agency’s approval of a modification of the rules of the alternative mutual fund, it fails to inform thereof the holders of investment coupons and the general public in the manner provided for in paragraph (8) of Article 386 of this Act and the act issued by the Agency in compliance with paragraph (9) of Article 386 of this Act;

21. after the conditions for the commencement of the liquidation of an alternative mutual fund have been met, it fails to inform thereof the Agency, the holders of investment coupons and the general public in the manner provided for in paragraph (2) of Article 394 of this Act or the act issued by the Agency in compliance with paragraph (5) of Article 394 of this Act;

22. it pays the redemption value of an investment coupon or accepts a declaration of acceptance of an alternative mutual fund’s rules after the conditions for the commencement of the liquidation of the alternative mutual fund have been met (Article 395);

23. through its own fault, it fails to daily transfer investors' funds received in the special account of an alternative umbrella fund to the accounts of individual sub-funds in compliance with paragraph (3) of Article 305 of this Act (Article 398);

24. it fails to inform within three business days of the general meeting at which the decision to commence liquidation was adopted the shareholders of the investment company thereof in the manner provided for by the act issued by the Agency in compliance with paragraph (5) of Article 439 of this Act (paragraph (2) of Article 439);

25. following the request of the Agency, it fails to report in the manner and within the time limits referred to in Article 455 of this Act and the act issued by the Agency in compliance with Article 458 of this Act;

(2) The responsible person of a management company shall be imposed a fine of between EUR 400 and EUR 4,100 for committing an offence referred to in the preceding paragraph.

Article 515

(Minor offences committed by the manager of an alternative investment fund)

(1) An alternative investment fund manager shall be imposed a fine of between EUR 400 and EUR 125,000 for a violation if:

1. in the event the investment fund's assets deviate from the rules governing the investment fund shares and exposure, it fails to adopt and implement measures to correct the deviations as soon as possible and fails to inform thereof the Agency (paragraph (2) of Article 185);

2. it fails to correct deviations concerning shares and the exposure of the investment fund's assets within the time limits referred to in the third paragraph of Article 185 of this Act;

3. the annual report of the investment fund is not audited in compliance with Article 207 of this Act;

4. it fails to calculate the net value of the alternative mutual fund's assets in the manner and within the time limits provided for in Article 377 of this Act;

5. it fails to pay to holders of investment fund coupons the redemption value in the manner and within the time limit referred to in Article 235 of this Act (Article 378);

6. after receiving the Agency’s approval of a modification of the rules of the alternative mutual fund, it fails to inform thereof the holders of investment coupons and the general public in the manner provided for in paragraph (8) of Article 386 of this Act and the act issued by the Agency in compliance with paragraph (9) of Article 386 of this Act;

7. after receiving the authorisation of the Agency to assume management, it fails to inform the public and the holders of investment fund units of the delegation of the management of the investment fund in the manner and within the time limits provided for in paragraph (1) of Article 263 of this Act and in the act issued by the Agency in compliance with paragraph (2) of Article 263 of this Act (Articles 263 and 391);

8. after meeting the conditions for the commencement of the liquidation of the alternative mutual fund, it fails to inform thereof the Agency, the holders of investment coupons and the general public in the manner provided for in paragraph (2) of Article 394 of this Act and the act issued by the Agency in compliance with paragraph (5) of Article 394 of this Act;

9. it pays the redemption value of the investment coupon or accepts a declaration of acceptance of the alternative mutual fund rules after the conditions for the commencement of the liquidation of the alternative mutual fund have been met (Article 395);

10. through its own fault, it fails to daily transfer investors' funds received in the special account of an alternative umbrella fund to the accounts of individual sub-funds in compliance with paragraph (3) of Article 305 of this Act (Article 398);

11. it fails to inform within three business days of the general meeting at which the decision to commence liquidation was adopted the shareholders of the investment company thereof in the manner provided for by the act issued by the Agency in compliance with paragraph (5) of Article 439 of this Act (paragraph (2) of Article 439);

(2) The responsible person of an AIFM shall be imposed a fine of between EUR 400 and EUR 4,100 for committing an offence referred to in the preceding paragraph.

Article 516

(Serious offences committed by a depositary)

(1) A depositary shall be imposed a fine of between EUR 25,000 and EUR 125,000 for a violation if:

1. it fails to provide for effective protection of confidential information in accordance with paragraph (3) of Article 79 of this Act;

2. it carries out depositary functions for the account of the investment fund in violation of paragraph (1) of Article 165 of this Act;

3. it does not have the authorisation of the Bank of Slovenia to perform depositary functions (paragraph (3) of Article 166);

4. it concludes on behalf of the management company a purchase and sales transaction or any other transaction in violation of paragraph (1) of Article 171 of this Act;

5. it delegates the performance of certain depositary functions to a bank or other legal person without a written contract of authorisation, or delegates the performance of depositary functions to a bank or other legal person lacking the authorisation of the competent authority for the provision of such services (paragraph (1) of Article 172);

6. it does not separate the assets of the investment fund from the assets of other investment funds, its own assets and from the assets it manages (paragraph (1) of Article 179);

7. it fails to open for each investment fund it provides depositary services for a separate depositary sub-account (paragraph (2) of Article 180);

8. it fails to keep securities issued as written instruments separate from the securities of other investment funds and other securities in its custody (paragraph (6) of Article 180);

9. it executes the order of a management company to debit a special cash account in violation of paragraph (4) of Article 182 of this Act;

10. it fails to review the planned merger or acquisition of the mutual fund it provides depositary functions for, and fails to deliver an opinion on such merger or acquisition in compliance with Article 277 of this Act;

11. in the event the master and the feeder funds have different depositaries, their depositaries fail to conclude an information-sharing agreement (paragraph (1) of Article 333);

12. it fails to immediately inform the Agency, the management company and the depositary of the feeder fund of any irregularities it detects with regard to the master fund that are deemed to have a negative impact on the feeder fund (paragraph (2) of Article 334);

13. in the event reasons for liquidation arise, it fails to act in accordance with paragraph (3) of Article 394 of this Act;

14. it fails to examine a proposal for redemption in accordance with paragraph (5) of Article 396 of this Act;

(2) The responsible person of a depositary shall be imposed a fine of between EUR 800 and EUR 4,100 for committing an offence referred to in the preceding paragraph.

(3) If the nature of the offence referred to in the preceding two paragraphs is especially serious due to the amount of damage caused, or due to the amount of illegally acquired pecuniary benefit (illegally-gained proceeds?), or due to the perpetrator's criminal intent or intent to obtain an unlawful gain a fine of between EUR 41,000 and EUR 370,000 shall be imposed on the depositary, and a fine of between EUR 2,500 and EUR 12,000 shall also be imposed on the responsible person of the depositary.

Article 517

(Minor offences committed by a depositary)

(1) A depositary shall be imposed a fine of between EUR 12,000 and EUR 125,000 for a violation if:

1. it fails to submit to the Agency the reports and information referred to in paragraph (1) of Article 167 of this Act, or fails to inform the management company and the Agency of established irregularities as referred to in paragraph (2) of Article 167;

2. it issues a written authorisation referred to in paragraph (1) of Article 172 of this Act in violation of the conditions referred to in paragraph (2) of Article 172 of this Act, or

3. within three months after a reason for the compulsory delegation of the management of the mutual fund referred to in Article 265 of this Act arises, it fails to carry out the tendering procedure among the management companies that meet the conditions for assuming the management of a mutual fund and are ready and willing to assume the management of the mutual fund (paragraph (1) of Article 267);

4. in the cases referred to in Article 268 of this Act, it does not commence liquidation of the investment fund (paragraph (1) of Article 268 and paragraph (2) of Article 428);

5. it fails to submit its opinion on the proposed decision on the termination of the contract on the management of an investment company in accordance with paragraph (4) of Article 424 of this Act;

6. within two months after the reason for the compulsory delegation of the management of an investment company referred to in Article 427 of this Act arises, it fails to carry out the tendering procedure among the

management companies that meet the conditions for assuming the management of an investment company and are ready and willing to assume the management of the investment company (paragraph (1) of Article 428 in conjunction with paragraph (1) of Article 267);

7. it fails to submit its opinion on the proposed decision on the termination of an investment company in accordance with the second paragraph of Article 436 of this Act;

8. it does not fulfil its obligations referred to in paragraph (5) of Article 298 or paragraph (5) of Article 439 of this Act;

(2) The responsible person of a depositary shall be imposed a fine of between EUR 400 and EUR 4,100 for committing an offence referred to in the preceding paragraph.

Article 518

(Offences committed by a management or supervisory board member)

(1) A fine of between EUR 400 and EUR 3,600 shall be imposed on a member of the management board of a management company who commits the following violations:

1. he obtains authorisation to perform the function of a management board member of a management company by supplying false information (Article 56 in conjunction with Article 54);

2. he fails to notify the management company's supervisory board forthwith of the circumstances referred to in paragraph (2) of Article 58 of this Act;

3. he concludes with the management company a transaction referred to in paragraph (1) of Article 66 of this Act;

4. he fails to notify the Agency forthwith of the events referred to in paragraph (2) of Article 454 of this Act.

(2) A fine of between EUR 400 and EUR 3,600 shall be imposed on a member of the supervisory board of a management company who commits the following violations:

1. he fails to carry out his duties referred to in paragraph (1) of Article 65 of this Act;

2. he fails to notify the Agency forthwith of the events referred to in paragraph (3) of Article 65 of this Act;

3. he concludes with the management company a transaction referred to in paragraph (1) of Article 66 of this Act.

Article 519

(Offences committed by other entities)

(1) A fine of between EUR 25,000 and EUR 125,000 shall be imposed on a legal person for the following offences:

1. it acquires shares of a management company in violation of paragraphs (1), (3) and (4) of Article 35 of this Act;

2. it enters into a shareholders' agreement referred to in paragraph (2) of Article 49 of this Act without the prior authorisation of the Agency;

3. it enters into an enterprise contract under corporations law or into any other legal transaction on the basis of which it would acquire the status of a parent undertaking of a management company without the prior authorisation of the Agency referred to in paragraph (1) of Article 50 of this Act;

4. it manages investment funds in violation of the prohibition referred to in Article 100 of this Act;

5. it delegates the authorisation to carry out services or transactions in violation of paragraph (1) of Article 123 of this Act;

6. it markets mutual fund units in violation of the prohibition referred to in Article 134 of this Act;

7. it markets APIF units in violation of the prohibition referred to in Article 135 of this Act;

8. it markets KNPVP units in violation of the prohibition referred to in Article 136 of this Act;

9. it markets open-end alternative t funds to non-professional investors in violation of the prohibition referred to in Article 141 of this Act;

10. it carries out depositary services in violation of paragraph (2) of Article 166 of this Act.

(2) The responsible person of a legal person shall be imposed a fine of between EUR 800 and EUR 4,100 for committing an offence referred to in the preceding paragraph.

(3) A fine of between EUR 800 and EUR 4,100 shall be imposed on an individual for committing a minor offence referred to in paragraph (1) of this Article.

Article 520

(Offence authority)

The offence authority that decides on offences and imposes fines in accordance with this Act shall be the Agency.

Article 521

(Statute of limitations)

The minor offence proceedings referred to in paragraph (3) of Article 512 and paragraph (3) of Article 516 hereof shall not be admissible after three years from the date the offence was committed.

Article 522

(Offence proceedings conducted by the Agency)

(1) Offence proceedings shall be conducted and decided upon by an official of the Agency that satisfies the requirements stipulated by the law governing offences and regulations adopted on the basis thereof.

(2) The Agency shall adopt an internal regulation on organisation and job classification in order to define in more detail the terms and conditions as well as the method of the conferral and termination of powers on a person considered to be the authorised official of the Agency as referred to in the preceding paragraph.

(3) Notwithstanding the provision of paragraph (1) of Article 500 of this Act, offence proceedings shall be conducted in accordance with the provisions of the law governing offences.

Article 523

(The level of fines)

A fine in an amount exceeding the minimum statutory fine under this Act may be imposed in a fast track procedure for the offences referred to in this Act.

17. TRANSITIONAL AND FINAL PROVISIONS

Article 524

(Harmonisation measures for management companies)

(1) Management companies authorised by the Agency to manage investment funds under the Investment Funds and Management Companies Act (Uradni list RS, Nos 77/11, 10/12 – ZPre-1C, 55/12 and 96/12 – ZPIZ-2, hereinafter: ZISDU-2) shall continue to operate as management companies under this Act.

(2) Management companies referred to in the preceding paragraph shall be deemed to be authorised to manage those types of investment funds these management companies had managed before the entry into force of this Act.

Article 525

(Members of a management company’s management board)

Any person authorised to perform the function of a member of a management company's management board under ZISDU-2 shall be deemed to be authorised to perform the function of a member of a management company's management board in accordance with Article 56 of this Act.

Article 526

(Qualifying holdings in a management company)

The authorisation to acquire a qualifying holding in force in accordance with ZISDU-2 at the time of the entry into force of this Act shall be deemed, in the range for which the authorisation has been issued, to be an authorisation issued in accordance with Article 35 of this Act.

Article 527

(Harmonisation measures for entities marketing units of investment funds)

Entities authorised by the Agency to market units of investment funds under ZISDU-2 shall be deemed to have received the authorisation referred to in Article 131 of this Act.

Article 528

(Deferral of the assessment of tax liability and exemption from income tax)

(1) The following shall be deemed disposal of capital for which there may be a deferral of assessment of tax liability in accordance with the law governing income tax:

a) the exchange of the investment coupons of the merging fund for the investment coupons of the receiving fund made within the framework of the merger of mutual funds referred to in Article 269 of this Act;

b) the exchange of the investment coupons of existing mutual funds for the investment coupons of the sub-funds of an umbrella fund made within the creation of an umbrella fund from existing mutual funds referred to in Article 316 of this Act;

c) the exchange of the investment coupons of the sub-fund of an umbrella fund for the investment coupons of the sub-fund of another umbrella fund made within the inclusion of the sub-funds of an umbrella fund in another umbrella fund of the same management company referred to in Article 319 of this Act,

on condition that the management company managing the receiving fund, the umbrella fund or the funds has at its disposal data on the acquisition date and cash value of all investment coupons of the receiving fund or of the sub-fund of the umbrella fund as defined in paragraphs (2), (3), and (4) of this Article. The management company shall have the data on the acquisition date and cash value no later than on the date of the merger of the mutual fund or the date of the creation of the umbrella fund or the date of the inclusion of the sub-funds of one umbrella fund in another umbrella fund of the same management company.

(2) When the tax liability assessment is deferred, the time of the acquisition of the investment coupon of the receiving fund or of the receiving sub-fund of the umbrella fund shall be the date when the exchanged investment coupons were acquired, in accordance with the rules for establishing the time of acquisition of investment coupons under the law governing income tax.

(3) When the tax liability assessment is deferred, the cash value of the investment coupon of the receiving fund or of the receiving sub-fund of the umbrella fund shall be the cash value of the exchanged investment coupons at the time of their acquisition, in accordance with the rules for establishing the cash value of investment coupons under the law governing income tax.

(4) Income tax shall not be paid on capital gains derived from:

a) the realisation of the investment coupons of the receiving fund or the payment of the proportionate part of the liquidation estate in the case of the liquidation of the receiving fund when the investment coupons of the receiving fund were acquired through the exchange of the investment coupons of the merging fund for the investment coupons of the receiving fund in the process of the merger of mutual funds;

b) the realisation of the investment coupons of a sub-fund from an umbrella fund or the payment of the proportionate part of the liquidation estate in the case of the liquidation of the sub-fund of an umbrella fund, when the investment coupons of the sub-fund were acquired through the exchange of the investment coupons of the existing mutual fund for the investment coupons of the sub-fund in the process of creating an umbrella fund from existing mutual funds;

c) the realisation of the investment coupons of a sub-fund from an umbrella fund or the payment of the proportionate part of the liquidation estate in the case of the liquidation of a sub-fund of an umbrella fund, when the investment coupons of the sub-fund were acquired through the exchange of the investment coupons of the existing sub-fund of an umbrella fund for the investment coupons of the sub-fund of another umbrella fund in the process of including the sub-funds of an umbrella fund in another umbrella fund of the same management company, and the exchanged investment coupons of a merging fund, of an existing mutual fund or of a sub-fund were acquired in the manner referred to in point 3 of paragraph (2) of Article 96 of the Income Act (Uradni list RS, Nos 13/11 – official consolidated text, 24/12, 30/12, 40/12 – ZUJF, 75/12, 94/12, 96/13, 29/14 – Constitutional Court Decision, 50/14 in 23/15, hereinafter: ZDoh-2).

(5) The exemption referred to in the preceding paragraph shall apply provided that the management company managing the receiving fund has data evidencing that the holder of the investment coupons acquired such investment coupons in the manner referred to in the preceding paragraph on the date of the merger of the mutual funds, on the date of the establishment of the umbrella fund, or on the date of the inclusion of the sub-funds of an umbrella fund in another umbrella fund of the same management company, or on the date of any switching of the holder of the investment coupons from one sub-fund of an umbrella fund to another.

(6) Notwithstanding the provisions of paragraph (1) of this Article, a management company that has data evidencing that that investment coupons were acquired in the manner referred to in paragraph (4) of this Article shall not be obliged to hold data on the time of the acquisition and on the value of such investment coupons.

(7) The management company managing the receiving fund or the umbrella fund or funds shall notify the competent tax authority of the exchange of investment coupons in the framework of the transactions referred to in paragraph (1) of this Article for which taxable persons apply for the deferral of the assessment of tax liability. The notification shall be made for all taxable persons simultaneously within 15 days from the date of the merger of the mutual funds, the date of the creation of the umbrella fund, or the date of the inclusion of the sub-funds of one umbrella fund in another umbrella fund of the same management company. The management company shall include in its notification of the transaction referred to in paragraph (1) of this Article the data on the acquisition date and cash value of all units of the receiving fund or the sub-fund of the umbrella fund as defined in paragraphs (2), (3), and (4) of this Article, or the data referred to in paragraphs (4), (5), or (6) of this Article. The management company shall include in its notification of the transaction referred to in paragraph (1) of this Article to the competent tax authority a statement that it will provide the tax authority, at its request, the data on transactions concerning the units of persons whose tax residence is the Republic of Slovenia no later than within 30 days of receipt of the request. The obligation referred to in the preceding paragraph shall not apply in cases when the management company automatically provides the tax authority with data on all acquisitions, disposals or realisations of investment coupons under the law governing tax procedure. If the management company fails to provide the above data and statement, the competent tax authority shall issue a decision refusing the deferral of the assessment of the tax liability.

(8) The company managing the receiving fund and the umbrella fund or funds shall notify taxpayers of the deferral of the tax liability assessment or of the exemption referred to in paragraph (4) of this Article in writing not later than 15 days after the exchange.

(9) When carrying out the transactions referred to in paragraph (1) of this Article, the management company managing the receiving fund and the umbrella fund or funds shall send to taxpayers all the data necessary to assess their tax liabilities resulting from the merger of mutual funds, the creation of umbrella funds from existing mutual funds, or the inclusion of the sub-funds of an umbrella fund in another umbrella fund of the same management company.

(10) If in the merger referred to in point a) of paragraph (1) of this Article the receiving fund is an EU UCITS that manages itself, the provisions of this Article on the liabilities of a management company shall apply, mutatis mutandis, to the UCITS.

(11) The exchange of the investment coupons of one class for the investment coupons of another class of the same sub-fund of an umbrella fund referred to in the above provision of the law governing income tax shall be deemed the disposal of capital for which the deferral of tax liability referred to in point 3 of paragraph (2) of Article 100 of ZDoh-2 also applies.

(12) The exchange of units of a UCITS for the units of another UCITS in the framework of the merger of UCITSs not covered by paragraph (1) of this Article shall be deemed the disposal of capital for which the deferral of tax liability may be made in accordance with the law governing income tax, if the taxpayer notifies the competent tax authority of the exchange within 30 days of the date of the merger. For the purpose of the deferral of tax liability, the time of the acquisition by exchange of the unit of the UCITS shall be the date when the exchanged units were acquired, in accordance with the rules for establishing the time of acquisition of capital under the law governing income tax. For the purpose of the deferral of tax liability, the cash value of the units of UCITS acquired by exchange shall be the cash value of the exchanged units at the time of their acquisition, in accordance with the rules for establishing the cash value of capital under the law governing income tax. The

taxable person shall include in its notification regarding the transaction sent to the competent tax authority the data on the time of acquisition and the cash value of all exchanged and newly acquired units. Notwithstanding the first sentence of this paragraph, the notification regarding the exchange of units sent to the competent tax authorities for all taxpayers who acquired exchanged fund units through an entity that is the only person of the EU management company referred to in Article 128 of this Act authorised to manage investment funds in the Republic of Slovenia may be done simultaneously by this entity within 15 days of the date of the merger, if such entity decides to do so and informs the taxpayers and the competent tax authority thereof no later than on the day of the merger. This person shall notify the taxpayers of the deferral of the assessment of tax liability in writing not later than 15 days after the exchange. The minister responsible for finance shall prescribe detailed provisions regarding the type, format and methods of providing data for notification purposes.

Article 529

(Act Amending the Pension and Disability Insurance Act)

In respect of transactions with securities issued by the Republic of Slovenia or the Bank of Slovenia, money market instruments and money deposits managed for the account of the pension fund by an operator linked to the Republic of Slovenia, the provisions of Article 277 of the Pension and Disability Insurance Act (Uradni list RS, Nos 96/12, 39/13, 99/13 – ZSVarPre-C, 101/13 – ZIPRS1415, 44/14 – ORZPIZ206, 85/14 – ZUJF-B, and 95/14 – ZUJF-C) shall enter into application as of 1 January 2019.

Article 530

(Issuing implementing regulations)

(1) The Agency shall issue the implementing regulations required for the implementation of this Act within nine months of the day this Act enters into force.

(2) Until the day the implementing regulations referred to in the preceding paragraph enter into force, the implementing regulations adopted pursuant to ZISDU-2 shall continue to apply mutatis mutandis, provided they are not contrary to this Act.

Article 531

(Repeal of regulations and general acts)

On the day this Act enters into force, the following shall cease to apply:

1. The Investment Funds and Management Companies Act (Uradni list RS, Nos 77/11, 10/12 – ZPre-1C, 55/12 and 96/12 – ZPIZ-2),

2. Decision on the business operations of management companies (Uradni list RS, No 33/12),

3. Decision on investment companies’ capital (Uradni list RS, No 33/12),

4. Decision on the documentation for granting authorisation or consent to a management company, an EU management company, and a third country management company (Uradni list RS, No 33/12),

5. Decision on the due diligence of members of the management and supervisory boards of management company (Uradni list RS, No 33/12),

6. Decision on the holders of qualifying holdings in management companies (Uradni list RS, No 33/12),

7. Decision on the delegation of functions (Uradni list RS, No 33/12).

8. Decision on management companies’ annual accounts and analytical chart of accounts (Uradni list RS, No 43/12),

9. Decision on the audit of management companies’ annual report (Uradni list RS, No 54/12),

10. Decision on the investments by an investment fund (Uradni list RS, Nos 86/07, 33/12 and 76/12),

11. Decision on the types and categories of investment funds (Uradni list RS, No 33/12),

12. Decision on investment funds' risk management (Uradni list RS, No 33/12),

13. Decision on investment funds’ methods of portfolio management (Uradni list RS, No 33/12),

14. Decision on the criteria for determining a significant impact on the management of an issuer (Uradni list RS, Nos 33/12),

15. Decision on the publication and content of the communication of holders of investment units (Uradni list RS, Nos 33/12 and 8/13),

16. Decision on the reporting of management companies, EU management companies and management companies’ subsidiaries from third countries (Uradni list RS, Nos 33/12 and 7/14),

17. Decision on fund rules and on the prospectus of open-end investment funds (Uradni list RS, No 33/12),

18. Decision on exceptions to the authorisation to publish the prospectus of an open-end investment fund (Uradni list RS, No 33/12),

19. Decision on investment companies’ articles of association (Uradni list RS, No 33/12),

20. Decision on the detailed content of an invitation to the subscription and payment of investment company shares (Uradni list RS, No 33/12),

21. Decision on an investment fund's annual and semi-annual report (Uradni list RS, No 43/12),

22. Decision on the audit of an investment fund's annual report (Uradni list RS, No 54/12),

23. Decision on the calculation of a mutual fund's net assets value and value of units (Uradni list RS, No 33/12),

24. Decision on the overall operating costs of a mutual fund (Uradni list RS, No 33/12),

25. Decision on paying-in and paying-out investment coupons with transferable securities (Uradni list RS, No 33/12),

26. Decision on trading in mutual fund investment coupons on the organised market (Uradni list RS, No 33/12),

27. Decision on rules for distributing or retaining the net profit or revenues of a mutual fund (Uradni list RS, No 33/12),

28. Decision on the method of the exchange of the investment coupons of a merging mutual fund for the investment coupons of a receiving mutual fund (Uradni list RS, No 33/12),

29. Decision on the temporary suspension of the redemption or the introduction of the partial redemption of a mutual fund's investment coupons (Uradni list RS, No 33/12),

30. Decision on master and feeder funds (Uradni list RS, No 54/12),

31. Decision on the method of and conditions for marketing units of investment funds (Uradni list RS, No 33/12),

32. Decision on the professional examination concerning the marketing of units of investment funds (Uradni list RS, Nos 33/12 and 76/12),

33. Decision on reporting by a depositary (Uradni list RS, Nos 33/12 and 69/12),

34. Decision on the contract between a depositary and an EU management company (Uradni list RS, No 33/12).

Article 532

(The Agency's proceedings)

Any proceedings of the Agency commenced before the entry into force of this Act shall be completed in accordance with the provisions in force before the entry into force of this Act.

Article 533

(Entry into force)

This Act shall enter into force on the fifteenth day following its publication in Uradni list Republike Slovenije.