MF ČR (Ministerstvo financí ČR)
Akcie v ČR  |  13.05.2021 16:45:00

Aktualizovaný překlad zákona o investičních společnostech a investičních fondech do anglického jazyka

Dne 1. ledna 2021 nabyl účinnosti zákon č. 33/2020 Sb., kterým se mění zákon č. 90/2012 Sb., o obchodních společnostech a družstvech (zákon o obchodních korporacích), ve znění zákona č. 458/2016 Sb., a další související zákony, který mimo jiné novelizuje i zákon č. 240/2013 Sb., o investičních společnostech a investičních fondech.

V souvislosti s tím Ministerstvo financí publikuje i anglický překlad zákona o investičních společnostech a investičních fondech ve znění účinném k 1. lednu 2021.

Případná vyjádření k překladu zákona lze zaslat do 1. července 2021 na elektronickou adresu ales.kralik(zavináč)mfcr.cz.

 

Act No. 240/2013 Sb., on Management Companies and  Investment Funds, as amended 

(version applicable since May 1, 2020: as amended by Acts No. 336/2014 Sb., No. 377/2015 Sb., No.  148/2016 Sb., No. 368/2016 Sb., No. 183/2017 Sb., No. 204/2017 Sb. and No. 119/2020 Sb.) 

Translation for public consultation, version of May 1, 2020 

DISCLAIMER: English is not an official language of the Czech Republic. This translation is provided  for information purposes only and has no legal force. The following text has been translated using  predominately a machine translation and may therefore contain misleading information. It has been  edited by civil servants and employees of the Ministry of Finance of the Czech Republic in their  capacities to the maximum extent possible, having regard to their ordinary duties in the Capital Markets  Unit (Financial Markets II Division). It should therefore serve as a public good and is not intended for  commercial purposes. Should you wish to engage in legal cases, we recommend you to use professional  translations and professional legal services. Due to the nature of translation, it is not possible to exclude  possible translational nuances that may arise in connection with the translation of expert texts and  which must be taken into account when accessing and working with the published materials. If you find  a translation incomprehensible, please contact us – we will try to provide a better one. The word  “Section” can be abbreviated, if appropriate, to “§” (section sign, signum sectiōnis) or “Sec.”. Words  importing female persons include male persons and corporations and words importing male persons  include female persons and corporations. Some abbreviations were used for the pusposes of translation  to provide easier reading, even if they are not present in the original text (e.g. EU, CNB, MoF, EuVECA,  EuSEF, ELTIF, AIFMD, UCITS-D, EuVECA-R, EuSEF-R, ELTIF-R, ESMA). All footnotes are at the  end of this document (numbering of footnotes preserves the original numbering). 

The Parliament has adopted the following Act of the Czech Republic: 

PART ONE 

INTRODUCTORY PROVISIONS 

Section 1 

Subject matter 

This Act incorporates the relevant legislation of the European Union (hereinafter referred to as  “EU”)1), while builds upon directly applicable EU regulations2) and lays down the conditions for the  management and administration of investment funds and foreign investment funds and the marketing of  investments into these funds. 

Scope of the Act 

Section 2 

This Act does not apply to an activity consisting in 

(a) collecting 

1. financial means, the main purpose of which is to finance its own production, trade, research or  provision of non-financial services, and further management of such collected financial means  or assets acquired in exchange for such financial means,

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2. things whose value can be expressed in monetary terms, the main purpose of which is to operate its own production, trade, research or provision of non-financial services, and further  management of thus collected things whose value can be expressed in monetary terms or assets acquired in exchange for such things whose value can be expressed in monetary terms, 

(b) collecting financial means or things whose value can be expressed in monetary terms for the  purpose of collective investment, and further management of such collected financial means or  things whose value can be expressed in monetary terms or assets acquired in exchange for such  financial means or things whose value can be expressed in monetary terms, if such activity is  undertaken by a legal person so that it could contribute through its shareholding in one or more  other legal persons to a long-term development of those legal persons, and 

1. its subscribed securities are admitted to trading on an European regulated market, or 2. its primary objective is not to generate profit by disposing participation in such persons; this  condition is met, in particular, if the fact that this is not its main purpose results from an annual  report of this person or from other publicly available documents, or 

(c) collecting financial means or things whose value can be expressed in monetary terms, if carried out  within the framework of the securitization3), and further management of such collected financial  means or things whose value can be expressed in monetary terms oror assets acquired in exchange  for such financial means or things whose value can be expressed in monetary terms, 

unless this Act provides otherwise [Section 98 (3)]. 

Section 2a 

This Act also does not apply to activities that consists in 

(a) collecting financial means or things whose value can be expressed in monetary termsfrom members  of family for the purpose of collective investment, and further management of such collected  financial means or things whose value can be expressed in monetary terms or assets acquired in  exchange for such financial means or things whose value can be expressed in monetary terms 

(family office vehicle), or 

(b) collecting financial means or things whose value can be expressed in monetary terms for the  purpose of collective investment, and to further management of financial means or things whose  value can be expressed in monetary terms or assets aquired in exchange for such financial means  or things whose value can be expressed in monetary terms, if the investor is solely a person who  forms a concern together with a person who undertakes this activity, 

unless the person performing this activity is registered in the register maintained by the Czech  National Bank (hereinafter referred to as “CNB”) pursuant to Section 596 (f), or performs this activity  as a manager of an investment fund, or where this Act provides otherwise [Section 98 (3)]. 

Section 3 

The provisions of this Act do not apply, unless other legal regulation provides otherwise, to  activity performed under the 

(a) supplementary pension insurance with a state contribution, supplementary pension scheme,  occupational pension or other pension security scheme with the participation of a state or other  public law corporation, 

(b) social security, and 

(c) insurance activities.

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Section 4 

This Act does not apply to an activity performed by 

(a) a manager of a foreign investment fund who does not have a registered office in the Czech Republic,  does not manage an investment fund in the Czech Republic and does not market, in the Czech  Republic, investments in the foreign investment fund managed by such manager, 

(b) an administrator of a foreign investment fund who does not have a registered office in the Czech  Republic and does not administrate an investment fund in the Czech Republic and does not market,  in the Czech Republic, investments in the foreign investment fund which the administrator administrates. 

PART TWO 

MANAGER 

TITLE I 

MANAGEMENT AND MANAGER 

Chapter 1 

Basic provisions 

Section 5 

Management 

(1) Management of an investment fund or a foreign investment fund is to manage the assets of  the fund, including investing on behalf of such fund, and the risk management associated with such  investment. 

(2) Nobody may manage an investment fund without an authorisation granted by the CNB pursuant to this Act, unless this Act or other legal regulation stipulates otherwise. 

(3) The provisions of Section 1401, Section 1415 (1) and Sections 1432 to 1437 of the Civil  Code apply to the management of an investment fund or a foreign investment fund only to the extent to  which the statute of the investment fund or a comparable document of a foreign investment fund do not  deviate from these provisions or do not exclude their use. 

Section 6 

Manager 

(1) Whoever manages an investment fund or a foreign investment fund is its manager; this is  without prejudice to Section 9 (1). Each investment fund may have only one manager. 

(2) All the sub-funds of one investment fund must have the same manager. 

(3) Management of an investment fund or a foreign investment fund includesmanagement of its  sub-funds or comparable facilities. Where this Act uses the term “management of an investment fund or  a foreign investment fund”, it also means the management of its sub-funds or comparable facilities.  Where this Act uses the term “manager of an investment fund or a foreign investment fund”, it also  means a manager of its sub-funds or comparable facilities.

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(4) A manager of a retail alternative investment fund (hereinafter referred to as “retail AIF”) or  a European long-term investment fund under the directly applicable EU regulation governing European  long-term investment funds18)(hereinafter referred to as “ELTIF”) may only be a manager authorised to exceed the relevant threshold (Section 16). 

(5) A manager of a money market fund under the directly applicable EU regulation governing  money market funds19) (hereinafter referred to as “money market fund”) may only be an authorised  UCITS funds or a comparable foreign investment funds manager or a manager authorised to exceed the  relevant threshold (Section 16). 

Section 7 

Management company 

A management company is a legal person having its registered office in the Czech Republic, which is authorised by virtue of an authorisation granted by the CNB to manage an investment fund or  a foreign investment fund, or to perform the administration of an investment fund or a foreign investment  fund, or to perform the activities specified in Section 11 (1) (c) to (f). 

Investment fund with legal personality 

Section 8 

(1) An internally managed investment fund is an investment fund with a legal personality which  is authorised, by virtue of an authorisation to perform an activity of an internally managed investment  fund granted by the CNB, to manage itself or to perform its own administration. An investment fund  with legal personality which has an individual statutory body which is a legal person authorised to  manage this investment fund, is not an internally managed investment fund. 

(2) This fund is a manager of an internally managed investment fund. 

(3) An investment fund with legal personality may not manage another investment fund or  foreign investment fund. 

Section 8a 

Board of directors of investment fund with legal personality, which is not an internally managed  investment fund, is single member and its only member is legal person. 

Section 9 

(1) An investment fund with a legal personality, having an individual statutory body, which is a  legal person authorised to manage this investment fund, is authorised to be managed through that person.  If the legal person, which is an individual statutory body of such a fund, is also authorised to perform  its own administration, the investment fund is also authorised to perform its administration through that  person. 

(2) The manager of an investment fund referred to in Subsection (1) is a legal person which isan individual statutory body of this investment fund. 

(3) An investment fund referred to in Subsection (1) shall not 

(a) perform any activity prior to the registration in the relevant list maintained by the CNB, unless it is  an activity pursuant to Section 15 (1), if it is to become a qualified investors’ fund, and (b) perform an activity other than its activity as an investment fund during the period of time while it  is registered in the list referred to in (a).

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(4) The manager of an investment fund referred to in Subsection (1) may, even without the  consent of this investment fund, perform activities on its own account or on accounts of other, that fall  within the field of a business enterprise of this investment fund. 

Section 10 

Foreign person with an authorisation by the CNB 

A foreign person with an authorisation under Section 481 is a legal person established in a state which is not an EU member state, which is authorised by virtue of an authorisation granted by the CNB pursuant to Section 481 

(a) to manage an investment fund that is not a UCITS fund or a comparable foreign investment fund, whose home state is an EU member state, or 

(b) to market, in an EU member state, an investment in an investment fund that is managed by such  foreign person, which is not a UCITS fund or in a comparable foreign investment fund, 

or to perform the administration of an investment fund, which is not a UCITS fund or of a  comparable foreign investment fund or to perform the activities specified in Section 11 (1) (c) to (f). 

Chapter 2 

Business licence 

Section 11 

Object of business of a management company and of a foreign person with an authorisation by  the CNB, which is not comparable with the internally managed investment fund 

(1) A management company and a foreign person with an authorisation pursuant to Section 481,  which is not comparable with the internally managed investment fund, may to the extent specified in the  authorisation granted by the CNB 

(a) manage investment funds or foreign investment funds, 

(b) perform the administration of investment funds or foreign investment funds, (c) manage the assets of a client, which includes a financial instrument, on a discretionary basis within  the framework of a contractual arrangement (portfolio management), 

(d) perform the safekeeping and administration of financial instruments including related services, but  only in relation to securities and book-entry securities issued by an investment fund or a foreign  investment fund, 

(e) receive and transmit orders relating to financial instruments, and 

(f) provide investment advice on financial instruments. 

(2) A management company and a foreign person authorised under Section 481, which is not  comparable with the internally managed investment fund, shall not perform the activities referred to in  Subsection (1) (d) to (f) if it is not authorised to perform the activity referred to in Subsection (1) (c).  A foreign person with an authorisation pursuant to Section 481 shall not even manage an ELTIF. 

(3) A management company authorised to manage a UCITS funds or comparable foreign  investment funds must not manage a foreign investment fund that is comparable to a UCITS fund, if it  does not manage at least one UCITS fund. 

(4) A management company authorised to manage only UCITS funds or comparable foreign  investment funds must not perform the activities referred to in Subsection (1) (e) and in Subsection (6).

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(5) A management company or a foreign person authorised under Section 481 which is not  comparable to an internally managed investment fund may perform as an entrepreneur only activity that directly relates to the management of its own assets or other activities, involved in the management or  administration of the investment fund or foreign investment fund. To perform an individual activity, involved in the management or administration of an investment fund or a foreign investment fund by a  management company or a foreign person with an authorisation under Section 481 that is not  comparable to an internally managed investment fund, no other authorisation is required for those who  comply with prudential rules that are comparable to prudential rules under EU law and supervised by  the supervisor. 

(6) A management company authorised to exceed the relevant threshold, which is authorised to  provide an investment service pursuant to Subsection (1) (c), and a foreign person with an authorisation pursuant to Section 481, who is authorised to provide an investment service pursuant to Subsection (1) (c), may also as an entrepreneur 

(a) be a trustee of a trust, which is not an investment fund, or 

(b) to manage the assets of a client, which does not include an financial instrument, by virtue of  discretion within the contractual arrangements including valuation of such assets and keeping  financial accounts in respect of such assets. 

Section 12 

Subject of business of an internally managed investment fund and foreign persons authorised by  the CNB comparable to an internally managed investment fund 

An internally managed investment fund and a foreign person with an authorisation under Section 481 that is comparable to an internally managed investment fund may as an entrepreneur perform only  activity that is specified in an authorisation granted by the CNB and only to the extent specified in this  authorisation. 

Section 13 

Day of commencement of the authorisation to perform the management 

(1) The authorisation for a legal person registered in the Commercial Register to manage an  investment fund or a foreign investment fund commences 

(a) on the day on which the decision of the CNB to grant an authorisation to perform becomes final and such authorisation was granted to 

1. management company pursuant to Section 479, 

2. an internally managed investment fund pursuant to Section 480, or 

3. foreign person pursuant to Section 481, 

(b) on a later day specified in the holding of the decision referred to in (a), or (c) on the day of entry of this authorisation in the Commercial Register in case of an investment fund  referred to in Section 9 (1). 

(2) An authorisation to manage an investment fund or a foreign investment fund commences on  the date of entry in the Commercial Register in respect of a legal person not registered in the Commercial  Register, but who has been granted an authorisation according to Sections 479, 480 or 481 by the CNB or who was registered in a relevant register pursuant to Section 513.

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Section 14 

Management of an investment fund by a foreign person 

(1) A foreign person who is not comparable to an internally managed investment fund, and who  is authorised by a supervisory authority of another EU member state granted in accordance with requirements laid down in Articles 6 to 8 of the Directive of the European Parliament and of the Council  on the coordination of the rules in the field of collective investment in relation to depositories of UCITS  funds4)(hereinafter referred to as “UCITS-D”) may manage a UCITS fund 

(a) through a branch if the condition laid down in Section 338 (2) is met, or 

(b) without location of a branch if the conditions set out in Section 339 are met

(2) A foreign person who is not comparable to an internally managed investment fund, and who is authorised by a supervisory authority of another EU member state, granted according to the  requirements laid down in Articles 6 to 8 of the Directive of the European Parliament and of the Council  on alternative investment fund managers5)(hereinafter referred to as “AIFMD”), may manage a retail  AIF fund or qualified investors’ fund 

(a) through a branch, where the conditions laid down in Section 342 are met, or (b) without location of a branch if the conditions set out in Section 343 are met

(3) Section 20, 21 and 23 to 26 do not apply to a foreign person referred to in Subsection (1) or  (2) who manages an investment fund. 

Chapter 3 

Asset management comparable to management of an investment funds 

Section 15 

(1) A legal person who is not authorised to manage investment funds, and who, in the Czech  Republic manages or intends to manage assets under a trading licence or a similar way, for the purpose  of earning income, consisting in collecting financial means or things whose value can be expressed in  monetary terms from investors, or acquired in exchange for such financial means or things whose value  can be expressed in monetary terms, for the purpose of collective investment on the basis of a defined  strategy for the benefit of these investors, must submit an application for registration in a register kept  by the CNB according to Section 596 (f) and be registered in this register. The first sentence does not  apply to the assets management of an investment fund. A person registered in the register maintained  by the CNB according to Section 596 (f) is not authorised to exceed the relevant threshold. 

(2) The asset management referred to in the first sentence of Subsection (1) takes place, if the  legal person, that manages or intends to manage the assets, has registered office in the Czech Republic. 

(3) The court, upon an application filed by the CNB or by the person having a legitimate interest,  dissolves a legal person, who is not registered in the relevant register pursuant to Subsection (1), and  orders its liquidation, or eventually decides that the administration of a trust fund or other facility  terminates in the case of a trustee of a trust fund or other trustee that is not registered in the relevant  register pursuant to Subsection (1). The court provides the legal person or the trustee with a reasonable  period of time to rectify the situation prior to the decision.

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Chapter 4 

Exceeding the relevant threshold 

Section 16 

(1) Exceeding the relevant threshold occurs when the value of the assets of all investment funds  and foreign investment funds and the assets pursuant to Section 15 (1) which are legally or de facto  managed or managed by one person,exceeds the amount corresponding to 

(a) EUR 100 000 000, or 

(b) EUR 500 000 000, 

1. if no part of such asset is acquired using the leverage effect and 

2. payout or distribution of such asset to the person from whom the financial means or things  whose value can be expressed in monetary terms were collected in such asset, may not occur  until the expiry of five years from the date of their collection. 

(2) The value of the assets referred to in Subsection (1) does not include the assets of a UCITS  fund or of a comparable foreign investment fund. 

(3) The way of determining the excess of the relevant threshold is defined in Articles 2 to 5 of  the Commission Delegated Regulation (EU) No 231/2013. Section 196 applies mutatis mutandis to the  valuation of assets of a person under Section 15 (1), for the purpose of assessing whether or not such  person exceeds the relevant threshold. 

(4) For the purposes of this Act, the use of leverage means the use of any procedures leading to  an increase in the exposure of an investment fund or a foreign investment fund, such as the acceptance  of a credit or a loan of financial means, or financial instruments, or investing in transferable securities  or money market instruments containing a derivative. 

(5) For the purposes of this Act, the level of the use of leverage is understood as a numerical figure calculated as the ratio of the exposure of an investment fund or a foreign investment fund and the  fund capital of the investment fund or comparable value of the foreign investment fund. For the purposes  of this Act, fund capital is understood as the value of assets of an investment fund lowered by the value  of debts of the investment fund. 

(6) The method of calculating the exposure of an investment fund and a foreign investment fund  which is not a UCITS fund or a comparable foreign investment fund, and which is managed by a  manager authorised to exceed the relevant threshold, as well as the method of calculating the level of  the use of leverage, is specified in Articles 6 to 11 of the Commission Delegated Regulation (EU) No  231/2013. For the purposes of determining whether the relevant threshold has been exceeded, the  exposure of the assets managed under Section 15 (1) must also be taken into account with respect to the  use of leverage by such fund. 

Section 17 

Excess of the relevant threshold by a person not authorised to exceed it 

(1) If a legal person with its registered office in the Czech Republic, who does not have an  authorisation from the CNB pursuant to Section 479 or 480 to exceed the relevant threshold, exceeds  the relevant threshold, it shall file an application for the relevant authorisation within 30 days after it  learns or could have learned of the excess of the relevant threshold, unless it ensures within this period  that the relevant threshold will no longer be exceeded.

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(2) Where the legal person referred to in Subsection (1) has applied for the relevant authorisation  before the date on which it exceeded the relevant threshold, Subsection (1) shall not apply until the date  on which the proceedings for that application have been closed upon a final decision. For this legal  person, Subsection (3) shall apply mutatis mutandis from the date when the relevant threshold was  exceeded. 

(3) If the legal person referred to in Subsection (1) submits an application for granting the  relevant authorisation according to the procedure provided for in Subsection (1), it is authorised to  exceed the relevant threshold until the effective date of the decision of the CNB. For this legal person,  the provisions of this Act and the directly applicable EU regulation implementing the AIFMD6) imposing  obligations on a manager authorised to exceed the relevant threshold shall apply mutatis mutandis. 

(4) If the proceedings in respect of the application for granting the authorisation filed by a legal  person referred to in Subsection (1) or (2) is closed upon a final decision without granting the relevant  authorisation, the legal person ensures no later than within 30 days from the effective date of such decision that the relevant threshold will no longer be exceeded. If the same legal person submits a new  application for granting an authorisation after the proceeding was closed upon a final decision,  Subsection (4) shall not apply. 

(5) Where the legal person referred to in Subsection (1) exceeds the relevant threshold after the  expiry of the period referred to in Subsection (1) or (4), unless it is the case according to Subsection (3), the court dissolves the legal person and orders its liquidation upon an application filed by the CNB or  the person having a legitimate interest. The court provides the legal person with a reasonable period of  time to rectify the situation prior to the ruling. 

TITLE II 

RULES OF THE ACTIVITY AND ECONOMY 

Section 18 

Professional care 

The investment fund or foreign investment fund manager is obliged to manage this fund with  professional care. 

Section 19 

Proper and prudent performance of the activity 

(1) A manager of an investment fund or a foreign investment fund shall perform its activity  properly and prudently. 

(2) In order to ensure the proper and prudent performance of the activity, the investment fund  or foreign investment fund manager shall establish, maintain and apply the directing and controlling  system. 

Section 20 

Directing and controlling system 

(1) The directing and controlling system of the manager of an investment fund or a foreign  investment fund always includes 

(a) strategic and operative directing,

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(b) organizational arrangement and internal regulations governing it, with a clear definition of  activities, including activities of bodies of the manager and its committees it has set up, and the  scope of competence and decision-making powers connected thereto; the offices, which may not  be performed simultaneously must be determined within the framework of an organizational  arrangement, 

(c) the risk management system, which always includes 

1. the manager’s approach to risks to which the manager or an investment fund or a foreign  investment fund managed by the manager is or may be exposed, including risks arising out of  internal or external environment and out of insufficient liquidity risks, and 

2. detection, assessment, measuring, monitoring, reporting and limiting the risks including adoption  of measures leading to the limitation of the occurrences or impacts of risks occurrences and (d) internal control system which always includes 

1. a control of the subordinate employees and natural persons who perform their activities  according to orders of another (hereinafter referred to as “worker”), their superiors, 2. a continuous control of compliance with the legal obligations laid down in particular by this  Act, by a legal regulation issued on the basis of this Act, by directly applicable EU legislation governing investment funds2), by an internal regulation and by the statute of an investment fund  or a comparable documents of a foreign investment fund (hereinafter referred to as  “compliance”), and 

3. an internal audit ensuring an independent and objective internal control of the performance of  the activity of this manager and submission of clear recommendations to rectify thus ascertained  shortcomings of the respective level of directing. 

(2) The directing and controlling system of a manager of an investment fund or a foreign  investment fund further includes 

(a) internal and external communication system, 

(b) monitoring, assessing and updating of internal rules, 

(c) management of conflicts of interests in the performance of an activity, including, but not limited  to, its investigation, prevention and notification to unitholders, shareholders and beneficiaries of  the fund, 

(d) keeping the accounts of a manager, 

(e) controlling the activities of persons who are not its workers, but with whose help it performs the  activity, 

(f) securing continuous performance of the activity and permanent operation of the manager on the  financial market in accordance with the subject matter and plan of his activity, (g) ensuring the trustworthiness and necessary knowledge and experience of persons with whose help  it performs the activity, 

(h) control and security measures for the processing and record-keeping of information, (i) the record-keeping of transactions relating to the assets of an investment fund or a foreign  investment fund managed by it and control of correctness of the kept data, For the purpose of  keeping this record, this manager is authorised to keep the birth numbers of the participants of these  transactions, 

(j) a remuneration system of persons whose activities within their employment, profession or function  have a significant influence on risks to which the manager or an investment fund or a foreign  investment fund managed by the manager may be exposed, and its degree, including 1. the principles for determination and conditions for payment of a fixed and a variable part of the remuneration, 

2. procedures for taking decisions on remuneration, 

3. procedures for assessing a performance so that the remuneration system contributes to and is  consistent with sound and effective risk management, 

(k) rules for the use of leverage, 

(l) rules for trading with instruments within securitisation, and 

(m) ensuring compliance with the rules of conduct.

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(3) The directing and controlling system of a manager of an investment fund or of a foreign  investment fund must be effective and comprehensive and proportionate to the nature, extent and  complexity of the activities performed by the manager, in its entirety and in its parts. 

(4) A manager of an investment fund or of a foreign investment fund verifies and regularly  assesses the effectiveness, comprehensivness and adequacy of the directing and controlling system in  its entirety and in its parts and provide an adequate remedy without undue delay. 

(5) The CNB lays down, by a regulation, the requirements for the qualitative criteria of the  directing and controlling system of a manager of an investment fund or of a foreign investment fund to  the extent that is not covered by the directly applicable EU regulation implementing the AIFMD6)

Section 20a 

Reporting mechanism 

(1) A manager of an investment fund or of a foreign investment fund shall establish, maintain  and apply, for its workers, an effective mechanism for reporting violations or imminent violations of  this Act, its implementing regulations and the directly applicable EU regulation governing management of investment funds2) through a special, independent and a separate communication channel. 

(2) The reporting mechanism referred to in Subsection (1) shall include at least: 

(a) procedures for reporting and assessing violations or imminent violations, 

(b) protection of a person who reports a violation or an imminent violation; if it is an worker, at least  against discrimination or other types of unfair treatment, 

(c) the protection of the personal data of a person who reports a violation or an imminent violation or  who is allegedly responsible for a violation or an imminent violation, unless disclosure is required  under national law in connection with further investigations or subsequent judicial proceedings. 

(3) The CNB may, by means of a reglation, lay down requirements for the reporting mechanism  referred to in Subsection (1). 

Section 21 

Personal equipment 

(1) Personnel of the manager of an investment fund or a foreign investment fund must be  adequate to the nature, extent and complexity of the activities performed by the manager. 

(2) The manager of an investment fund or a foreign investment fund ensures that the persons  with whose help it performs the activity are trustworthy and have sufficient knowledge and experience  necessary for the proper exercise of tasks assigned to them, especially the knowledge of the procedures  and regulations necessary to fulfil the obligations accompanied with the performance of the activity. 

(3) The manager of an investment fund or a foreign investment fund ensures that the extent and  nature of activities performed by the persons referred to in Subsection (2) do not prevent the due  performance of particular activities. 

(4) The manager of an investment fund or a foreign investment fund must have at least two  managing persons (Section 624) sufficiently experienced in the asset management, on which the  investment strategy [Section 93 (3)] of an investment fund or a foreign investment fund managed by the  manager is focused, and in the performance of activities necessary for the proper exercise of the office.

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(5) If an investment strategy of an investment fund or of a foreign investment fund differs in  essential features from the investment strategy of a majority of other investment funds or foreign  investment funds managed by the same manager, the condition pursuant to Subsection (4) in relation to  this fund is fulfilled, if the manager has at least two persons who actually manage the activity of this  manager in relation to this fund and are sufficiently experienced in the asset management, on which the  investment strategy of this fund is focused, and in the performance of activities necessary for the proper  exercise of the office. 

Section 22 

Rules of conduct 

(1) A manager of an investment fund or a foreign investment fund in performing its activity 

(a) does not disturb the stability and functioning of the market, 

(b) acts in a qualified, honest and justly, 

(c) acts in the best interests of the unitholders, shareholders and beneficiaries of this fund. 

(2) A manager of an investment fund or a foreign investment fund shall establish, maintain and  apply 

(a) procedures to ensure the protection of internal information, 

(b) procedures to prevent market manipulation, 

(c) procedures for the economic analysis of advantageousness of a trade from reliable and up-to-date  information, 

(d) procedures for the conclusion of trades in a financial instrument by a person with a special  relationship with a manager, if the person goes above and beyond its working obligations or if it  concludes a trade 

1. on its own account, 

2. on the account of a close person according to the Civil Code, 

3. on behalf of the person with whom it is closely connected, or 

4. on the account of another person, if the person with a special relationship with the manager is,  directly or indirectly, materially interested in the result of the trade, which is not a fee or  remuneration for making such trade, 

(e) the rules for executing trades under best conditions 

(f) the rules for processing the trades justly and without undue delay, 

(g) rules for pooling trades, 

(h) rules for the admission, offering or providing of an incentive, and 

(i) the principles for the exercise of voting rights attached to subscribed securities belonging in the  assets of that fund.  

(3) A manager of an investment fund or a foreign investment fund further 

(a) does not offer benefits which may not be reliably guaranteed, 

(b) makes cashless payments, unless it is excluded by their nature, 

(c) does not make redundant trades in order to achieve its own profit without having regard to the best  interests of unitholders, shareholders or beneficiaries of investment funds or foreign investment  funds managed by it, 

(d) keeps records of the manner of a trade execution and control the correctness of the kept information, (e) makes all effort that may be required to ensure that an investment fund or a foreign investment fund  managed by him or unitholders, shareholders or beneficiaries of this fund do not incur unreasonable  costs, 

(f) executes trades under best conditions, 

(g) does not accept, offer or provide an incentive that could result in a violation of obligations under  Subsection (1) (b) or (c),

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(h) does not use deductions, surcharges or fees directly related to the issuance or redemption of  securities or book-entry securities specified in a statute or a comparable document of a UCITS fund  or a comparable foreign investment fund, if the securities or book-entry securities issued by such a  fund are being acquired into or disposed of the assets of another UCITS fund or a comparable  investment fund managed by the managers who are members of the same group, 

(i) manages conflicts of interests including their investigation, prevention and notification to the  unitholders, shareholders or beneficiaries of this fund, and 

(j) observes the statute of an investment fund managed by it or a comparable document of a foreign  investment fund managed by it. 

(4) For the purposes of this Act, a person having a special relationship with a legal person is  considered 

(a) the managing person of this legal person, 

(b) a worker who is involved in activities of that legal person, or  

(c) a person who is directly involved in activities, which this legal person has delegated to another to  perform. 

(5) An incentive for the purposes of this Act means a fee, a remuneration or another pecuniary  or non-pecuniary benefit. 

(6) The CNB lays down in a regulation the requirements for the qualitative criteria of the  procedures, rules and principles referred to in Subsection (2) and obligations referred to in Subsections  (1) and (3) to the extent not covered by a directly applicable EU regulation implementing the AIFMD6)

Delegation to another 

Section 23 

A manager of an investment fund or a foreign investment fund may delegate the performance  of an individual activity to another, included in the management of an investment fund or a foreign  investment fund, only if 

(a) it has been notified in advance to the CNB, 

(b) it does not prevent the CNB from supervision of the performance of the obligations of such manager under this Act, the directly applicable EU regulations governing investment funds2) or its  obligations under the statute of a concerned investment fund or a comparable document of a concerned foreign investment fund, 

(c) it does not prevent a manager from performing its activities in relation to this fund in a diligent and  prudent manner and from acting in the best interests of the unitholders, shareholders or beneficiaries  of the fund, 

(d) it is ensured that this manager may control and influence by means of its orders the performance of  this activity by the delegated person, 

(e) it is ensured that the manager may terminate, with immediate effect the delegation if it is in the  interest of the unitholders, shareholders or beneficiaries of the fund, 

(f) it is able to justify this delegation, even in relation to other delegations to perform an activity, that  is included in the management of that fund, and in relation to the delegation to another to perform an act from this activity, 

(g) it is able to prove that the person to be delegated fulfills the requirements under Section 25 and that  such delegation has been preceded by a diligent selection, and 

(h) a statute or comparable document of thit fund defines this activity as an activity the performance  of which may be delegated to another.

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Section 24 

(1) If a manager of an investment fund or a foreign investment fund delegates another to perform  a particular activity, included in the management of an investment fund or a foreign investment fund,  the manager shall introduce, maintain and apply appropriate risk management measures for the  management of risks connected therewith and regularly controls the performance of this activity. 

(2) The delegation of an individual activity to another pursuant to Subsection (1) does not  prejudice the manager’s obligation in respect of third parties to compensate harm incurred as a result of  violation of the manager’s obligation laid down by this Act, on the basis of this Act, or by directly  applicable EU regulations governing investment funds2), or of his duty ensuing from the statute of a  concerned investment fund or from a comparable document of a concerned foreign investment fund. 

Section 25 

(1) A manager of an investment fund or a foreign investment fund may delegate a particular activity, included in the management of an investment fund or a foreign investment fund to be performed  only by a person 

(a) who has the necessary material, organizational and personal requirements for the performance of this activity, 

(b) whose managing persons are trustworthy and have the necessary knowledge and experience for the  performance of this activity, 

(c) who has a business or other licence to pursue this activity, 

(d) who complies with prudential rules which are comparable to prudential rules under EU law, and  who is subject to supervision of the supervisory authority of the state in which it has its registered  office, 

(e) who is not the depository of this fund or the person to whom the performance of the activity of this  depository has been delegated, and 

(f) who is not a person who may be in a conflict of interests with the manager or a conflict of interest  with the mutual interests of the investors of the fund concerned. 

(2) A manager of an investment fund or a foreign investment fund may delegate a particular activity included in the management of an investment fund or a foreign investment fund to a person with  its registered office or residing in a non-member state, only if the cooperation of the CNB and the  supervisory authority of the state, in which the person has its registered office or residence, is ensured. 

(3) A manager of an investment fund or a foreign investment fund may delegate a particular  activity, included in the management of a qualified investors’ fund or a comparable foreign investment  fund to a person who does not meet the requirement under Subsection 1 (d), if the person notifies the  CNB, no later than 1 month before the effective date of the delegation, of an information on who is to  be delegated the performance of this activity and at the same time provides it with the information  necessary to assess compliance with Section 23, and the CNB does not notify this manager within 1  month that it does not agree with this delegation.” 

(4) The manager authorised to exceed the relevant threshold may delegate the performance of a  particular activity included in the management of an investment fund which is not a UCITS fund or of  a comparable foreign investment fund and of a person who does not meet the requirement under  Subsection (1) (f), if the person to be delegated with the performance of this activity, 

(a) has introduced organisational requirements guaranteeing a proper, independent and impartial  control of the performance of the activity, 

(b) has functionally and hierarchically separated the performance of this activity from its other  activities, that pose a threat of a conflict of interests, and

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(c) introduces, maintains and applies the procedures for managing conflicts of interests pursuant to  point (b), including investigation, prevention and notification of such conflicts of interests to its unitholders, shareholders and beneficiaries of this fund. 

Section 26 

Delegation to another by a delegated person 

(1) Anyone, who has been delegated, by a manager of an investment fund or a foreign  investment fund, to perform a particular activity included in the management of an investment fund or  a foreign investment fund, may delegate to another the performance of an act or some acts from this  activity, only if 

(a) the manager of this fund has consented to it in advance, 

(b) it has been previously notified to the CNB and 

(c) the conditions laid down in Sections 23 and 25 are fulfilled mutatis mutandis. 

(2) Anyone, who has been delegated, by a manager of an investment fund or a foreign  investment fund, to perform a particular activity included in the management of an investment fund or  a foreign investment fund shall regularly control the performance of an act or acts of that activity, the  performance of which has been delegated to another pursuant to Subsection (1). 

(3) Anyone, who has been delegated the performance of an act or acts pursuant to Subsection (1), may delegate their performance to another, if the conditions in Subsection (1) (a) and (b), Subsection (2) and Sections 23 to 25 are fulfilled mutatis mutandis. 

Section 27 

Relationship to EU law 

The obligations of the manager authorised to exceed the relevant threshold are further regulated  by Articles 13, 16 to 25, 27 to 58, 60 to 64, 66 and 75 to 82 of directly applicable EU regulation  implementing the AIFMD6)

Section 28 

Manager of qualified investors’ funds and comparable foreign investment funds not authorised  to exceed the relevant threshold 

Articles 7 to 10 of the Regulation (EU) No 345/2013 of the European Parliament and of the  Council, as amended (hereinafter referred to as “EUVECA-R”) shall apply mutatis mutandis to  managers of qualified investors’ funds and comparable foreign investment funds not authorised to  exceed the relevant threshold and Sections 20 (2) (j), 20a, 20 (5), Section 22 (6) and Sections 23 to 27  shall not apply.

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TITLE III 

CAPITAL REQUIREMENTS 

Section 29 

Initial capital requirements 

(1) Initial capital must amount to at least EUR 125 000 in case of initial capital of 

(a) a management company which manages a UCITS fund or a comparable foreign investment fund, (b) a management company authorised to exceed the relevant threshold that is not a management  company under (a), and 

(c) foreign persons with an authorisation pursuant to Section 481, which is not comparable with the  internally managed investment fund. 

(2) The initial capital must amount to at least EUR 300 000 in case of initial capital of 

(a) an internally managed investment fund, which is a UCITS fund, 

(b) an internally managed investment fund authorised to exceed the relevant threshold, which is not an  internally managed investment fund under (a), and 

(c) foreign person with an authorisation pursuant to Section 481, which is comparable to an internally managed investment fund. 

(3) The initial capital of a management company not mentioned in Subsection (1) (a) or (b) and  an internally managed investment fund not referred to in Subsection (2) shall amount to at least EUR  50 000. 

(4) For the purposes of this Act, the initial capital shall be a sum of 

(a) the paid-up registered capital (entered registered capital), 

(b) the paid-in share premium, 

(c) mandatory reserve funds, 

(d) other reserve funds created from the profit after tax, with the exception of special purpose reserves,  and 

(e) the difference between a profit retained from previous periods, which is referred to in an audited  financial statement approved by a general meeting, which the general meeting did not resolve to be  distributed, and accumulated losses including losses from previous accounting periods. 

Section 30 

Minimum amount of capital 

(1) The management company referred to in Section 29 (1) (a) or (b) an internally managed investment fund referred to in Section 29 (2) (a) or (b), and the foreign person referred to in Section 29 (1) (c) or Section 29 (2) (c) keeps the capital continuously in the amount of a sum of one fourth of  administrative costs and one fourth of depreciation of long-term corporeal and incorporeal asset declared  in a previous accounting period, whereas it takes into account the changes in the scope of its activity. 

(2) If the person referred to in Subsection (1) has not performed its activity for the whole  preceding accounting period, the planned administrative costs and depreciation according to its business  plan shall be used for the calculation under Subsection (1).

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(3) The capital of a management company, an internally managed investment fund and a  foreigner fund with an authorisation pursuant to Section 481 shall not fall below the minimum amount  of initial capital set out in Section 29 (1), (2) or (3) throughout the entire period of the existence such  company, fund or foreign person. 

(4) Paid-up registered capital to which, in particular, mandatory reserve funds, share premium  and undistributed profit from previous periods are added and, in particular, the value of incorporeal asset and accumulated losses from previous periods are deducted, form the basis for determining the amount  of capital for the purposes of determining whether the amount of capital corresponds to the requirements  pursuant to Subsections (1) and (3). 

(5) The CNB lays down, by a regulation, a rules for determining the amount of capital referred  to in Subsection (4). 

Section 31 

Increase of capital 

(1) The management company referred to in Section 29 (1) (a) increases the capital according  to Section 30 (1) and (3) by at least an amount equal to 0.02 % of the sum of the value of the assets of  investment funds and foreign investment funds, which it manages, exceeding the amount corresponding  to EUR 250 000 000, but not to an amount higher than that corresponding to EUR 10 000 000. 

(2) The amount by which the management company increases the capital referred to in  Subsection (1) may be up to 50 % covered by the guarantee provided by a bank, foreign bank or  insurance company which is domiciled in a state requiring compliance with prudential rules according  to the law of the EU, or rules which the CNB deems equal. 

(3) The calculation referred to in Subsection (1) shall include investment funds and foreign  investment funds managed by the management company, without having regard to the fact whether the  management company has delegated to another person the performance of an activity included in the  management of these funds, but not investment funds and foreign investment funds, in respect of which  the management company has been delegated to perform activity included in the management of these  funds.  

(4) Subsections (1) to (3) shall apply mutatis mutandis to the management company mentioned  in Section 29 (1) (b), the internally managed investment fund referred to in Section 29 (2) (a) or (b), and  the foreign person referred to in Section 29 (1) (c) or Section 29 (2) (c) in relation to investment funds  managed by it, which are not a UCITS fund and comparable foreign investment funds. 

(5) The management company referred to in Section 29 (1) (b) and a foreign person with an  authorisation pursuant to Section 481 referred to in Section 29 (1) (c) must furthermore 

(a) in compliance with Articles 12 and 14 of the Commission Delegated Regulation (EU) No 231/2013 raise its capital according to Section 30 (1) and (3) and Subsection (1) by an an amount  corresponding to the risk of harm in connection to the management of investment funds that are not  UCITS funds and comparable foreign investment funds, or 

(b) in compliance with Articles 12 and 15 of the Commission Delegated Regulation (EU) No 231/2013  be insured for the events of inception of its obligation to compensate harm incurred in connection  with the management of investment funds which are not a UCITS funds and comparable foreign  investment funds. 

(6) For an internally managed investment fund referred to in Section 29 (2) (b) and for a foreign person with an authorisation pursuant to Section 481, referred to in Section 29 (2) (c), Subsection (5)  shall apply mutatis mutandis in case of its own management.

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Section 32 

Placement of the capital 

(1) The capital, referred to in Section 30 and 31, of a management company authorised to exceed  the relevant threshold and the capital of a foreign person with an authorisation under Section 481 that is  not comparable to an internally managed investment fund may be placed in liquid things in legal terms (hereinafter referred to as “thing”) whose transformation into financial means is possible within a short  period of time, while this thing does not contain a speculative element. 

(2) The asset used to increase, according to Section 31 (5) (a), the capital of an internally managed investment fund authorised to exceed the relevant threshold or the capital of a foreign person  with an authorisation under Section 481 comparable to an internally managed investment fund can only  be placed in a liquid thing whose conversion into financial means is possible in a short period of time,  and this thing does not contain a speculative element. 

TITLE IV 

PROVISION OF INVESTMENT SERVICES 

Section 33 

(1) If a manager of an investment fund or a foreign investment fund perform the activities  specified in Section 11 (1) (c) to (f) in the Czech Republic for another, it 

(a) must, in performing these activities, fulfil the same requirements as an investment firm in providing  an investment service consisting in the management of the assets of a client according to an act  regulating business activities on the capital market, in a manner adequate to the extent, complexity  and nature of the performed activities thereof as defined in Section 11 (1) (c) to (f), in particular it  introduces, in relation to these activities, prudential rules for the provision of financial services  including the rules for performing the activity of an investment firm by delegated person and rules  for the protection of clients´ assets, 

(b) complies, mutatis mutandis, with the rules on capital adequacy set out for an investment firm which  is not a bank and which is not authorised to provide investment services for the trading with  financial instruments on its own account and the subscription or placement of financial instruments  with a subscription commitment, and 

(c) perform these activities for another person with due professional care and follows, by analogy, the  provisions of an act regulating business activities on the capital market concerning the provision of  the same investment services by an investment firm, especially the provisions regulating  1. the journal of an invesment firm, 

2. expertise of the persons with whom an investment firm performs the activity, 3. negotiations of an investment firm with client, 

4. tied agents of investment firms, 

5. Guarantee Fund of Investment Firms in relation to the activity specified in Section 11 (1) (c) or  (d) and 

6. the disclosure obligations of an investment firm, except for the reporting of trades. 

(2) If a manager of an investment fund or a foreign investment fund in the Czech Republic  performs the activity specified in Section 11 (1) (c) for another person, it may not, without the prior  express consent of such a client, invest its assets in unit certificates or subscribed securities issued by an  investment fund or a foreign investment fund managed by it or to use such assets so that the client would  otherwise become a unitholder, shareholder, a person incresing assets of the fund by a contract, or a  founder of an investment fund or a foreign investment fund managed by such a founder.

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TITLE V 

OBLIGATIONS CONCERNING THE EXCESS OF CERTAIN SHARES IN VOTING RIGHTS OF  CERTAIN LEGAL PERSON 

Section 34 

Making some information available to unitholders, shareholders or beneficiaries of a fund 

(1) The manager authorised to exceed the relevant threshold, who in relation to the shares in  voting rights relating to the assets of investment funds managed by him, which are not UCITS funds or  comparable foreign investment funds, has exceeded the share in the amount of 50% of all voting rights  of a legal person, whose subscribed securities are not admitted to trading on a European regulated market  and 

(a) which meets at least two of the following three criteria: 

1. an overall number of employees in the employment relationship is at least 250, 2. net annual turnover according to the latest financial statements at least EUR 50 million, or 3. a total amount of assets according to the latest financial statements at least EUR 43 million, or 

(b) whose exclusive activity is not to acquire, dispose of or administer immovable assets or rights  connected with the ownership of immovable assets, ensures, that information about the funding of  the exceeding of such a share will be made available to the unitholders, shareholders or  beneficiaries of such a fund. 

(2) The manager referred to in Subsection (1) shall ensures that the following information will be made available to unitholders, shareholders or beneficiaries of a concerned fund within the time  period set for making an annual report of such a fund: 

(a) objective assessment of business activity of a controlled legal person in the accounting period, (b) a description of all significant events which relates to a controlled legal person and which have  occurred after the end of the accounting period, 

(c) information on the expected future development of the business of the controlled legal person, and (d) information on the acquisition of own shares of the controlled legal person to the extent stipulated  by an act regulating legal relations of business corporations and cooperatives, if the legal person is  a joint stock company, or information on acquiring own subscribed securities by such a person in  a comparable extent, if such a person is a foreign person comparable to a joint stock company. 

(3) A manager does not fulfil the obligation under Subsection (2) if it proceeds according to  Section 234 (2) (d). The manager will choose whether it proceeds according to Subsection (2) or Section  234 (2) (d). 

(4) For the purposes of the calculation of a share in voting rights in accordance with Subsection (1), this manager´s share includes voting rights relating to assets of investment funds managed by it and  that are not a UCITS fund or a comparable foreign investment fund, without having regard to whether  they are exercised or not, and voting rights related to the subscribed securities or shares, 

(a) which are at the disposal of another person acting in concert with the manager, (b) which the manager may temporarily exercise on the basis of a valid contract for pecuniary interest, (c) which have been provided as collateral to the manager or to the fund managed by it, (d) to which the manager or the fund managed by it has a lifetime right of use, (e) which the manager administers, manages or which are deposited with the manager, unless it has  been given special instructions by the owner for voting, 

(f) which may be exercised by another person on behalf of the manager or the fund managed by the  manager,

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(g) which are exercised by the manager on the basis of a power of attorney, if it can exercise those  rights at its discretion and no special orders relating to the voting have been given to it by the  principal, 

(h) which the manager is authorised to acquire by unilateral expression of will. 

(5) For the purposes of this Act, a controlled legal person means a legal person whose voting  rights the share has been exceeded in the manner and in the amount stipulated in Subsection (1) or in  Section 35 (3). 

Section 35 

Making some information available to a controlled legal person and to its shareholders 

(1) The manager referred to in Section 34 (1) shall ensure, without undue delay after he learns  or could have learned of the excess of a share, that the controlled legal person and its shareholders whose  identity and address are known to him or whose identity and address he may learn from this legal person  or from a public register, that have been made access to the information: 

(a) about the excess of the share,  

(b) about the day as of which the excess has occurred, 

(c) about the resulting share in the voting rights of the controlled legal person, (d) information necessary for identification of involved shareholders and persons authorised to exercise  voting rights on their behalf; if possible, the manager adds this information by a visual  representation of relations between the persons through which the voting rights are exercised, and  information about the other conditions that has lead to the exceeding of the share, (e) about the intentions of a manager in relation to the future development of the activity of the controlled legal person and its impacts on its employees, especially with regard to the prospect of  a possible significant change in the working conditions of its employees, 

(f) the information necessary to identify a manager and, where appropriate, other persons with whom it is acting in concert, 

(g) about the management of conflicts of interests including their detection and prevention, particularly  between the manager, concerned fund and controlled legal person, including information about  particular measures guaranteeing that the contracts concluded by the manager and controlled legal  person are not substantially unbalanced, and 

(h) about the procedures governing the internal and external communications of the controlled legal  person, in particular in relation to its employees or their agents. 

(2) The data referred to in Subsection (1) (a) to (d) shall be made available no later than within 10 working days after the manager referred to in Section 34 (1) has learned or could have learned about  the excess of the share. 

(3) For a manager authorised to exceed the relevant threshold, which, in relation to the shares in  the voting rights relating to the assets of investment funds, managed by it, which are not a UCITS fund or comparable foreign investment funds, has reached or exceeded a share in the amount of 30 % of all  voting rights of a legal person whose issued subscribed securities are admitted to trading on an European  regulated market in case of a legal person having its registered office in the Czech Republic or a  comparable decisive threshold established under the law of another EU member state for the purpose of  compulsory takeover bids if a legal person is established in that other EU member state, Subsection (1),  with the exception of point (a) to (e) shall apply mutatis mutandis. 

(4) Section 34 (4) shall apply mutatis mutandis to the calculation of the share in the voting rights referred to in Subsection (3).

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Section 36 

Making certain information available to the employees of a controlled legal person or to their  representative 

(1) The manager referred to in Section 34 (1), in making the information according to Section  35 (1) (a) to (e) available to the controlled legal person, shall request the statutory body of this person  for making available, without undue delay, to the employees of the this person or to their gnets, the  information referred to in Section 35 (1) (a) to (e), and to the extent possible, the manager ensures that  the statutory body fulfil this obligation. 

(2) The manager referred to in Section 34 (1) or in Section 35 (3), in making the information  referred to in Section 35 (1) (f) to (h) available to the controlled legal person, shall request the statutory  body of this person for making available, without undue delay, to the employees of this person or to  their representatives the information referred to in Section 35 (1) (f) to (h), and to the extent possible,  the manager ensures that the statutory body fulfil this obligation. 

(3) The manager referred to in Section 34 (1) shall request the statutory body of the controlled  legal person for making available, within the period of time, within which the annual report of this  person according to the relevant legal regulations must be made available, to the employees of this  person or to their representatives, the annual report of this person containing information referred to in  Section 34 (2), and to the extent possible, the manager ensures that the statutory body fulfil this  obligation. 

(4) The manager does not fulfil the obligation according to Subsection (3), if it proceeds  according to Section 234 (2) (d); in such a case the manager referred to in Section 34 (1) requests the  statutory body of the controlled legal person for making available, within the period of time, within  which the annual report of this person according to the relevant legal regulations must be made available  to the unitholders, shareholders or beneficiaries, to the employees of this person or to their  representatives the information referred to in Section 34 (2), and to the extent possible, the manager  ensures the statutory body fulfil this obligation. 

(5) The representative of the employees means for the purposes of this Act a trade union  organisation, a council of the employees, employees´ representative for occupational safety and health  or representatives of employees according to the laws of another state. 

Section 37 

Preventing certain dispositions with the assets of a controlled legal person 

(1) The manager referred to in Section 34 (1) or Section 35 (3) shall, for a period of 24 months as from the day of reaching or exceeding the share in the voting rights according to Section 34 (1) or  Section 35 (3), prevent 

(a) a distribution of profit or other own resources of a controlled legal person among its shareholders, (b) a reduction of the registered capital of the controlled legal person or reduction of a comparable  quantity, in case of a legal person having its registered office abroad, and 

(c) an acquisition of shares in the registered capital, in a comparable quantity, in case of a legal person  having its registered office abroad, or in the voting rights of the controlled legal person into its  assets. 

(2) The provisions of Subsection (1) (a) shall apply only if

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(a) the value of the assets, lowered by the debts of the controlled legal person ascertained according to  the last regular financial statement, is lower, or would be lower due to such a distribution than the  amount of the registered capital or would be a comparable quantity, in case of a legal person having  its registered office abroad, 

1. increased by that part of the reserve fund or reserve fund which can not be provided to meet its  shareholders, and 

2. reduced by unpaid registered capital or a comparable quantity, in case of a legal person having  its registered office abroad, which is not included in the balance sheet under assets, or  (b) the amount to be distributed among the shareholders exceeds the amount of economic result of the  last accounting period  

1. increased by undistributed profit from previous periods and by payments from reserve funds  designated for this purpose, and 

2. reduced by losses from previous periods and by allocations to the reserve funds and other funds in accordance with the law and articles of association of a controlled legal person. 

(3) Subsection (1) (b) applies only if the reduction of registered capital or a comparable quantity  for the purpose of settling a loss or of a transfer into a reserve fund and of settling future losses, and the  amount of such reserve funds does exceed 10% of the reduced registered capital or a reduced comparable  quantity. 

(4) Subsection (1) (c) applies only if such acquisition, including shares already owned by this  person and shares held by another on its account, would lead to a decrease in the value of the asset reduced by the debts of this legal person below the amount of its registered capital or a comparable  quantity, in case of a legal person having its registered office abroad, 

(a) increased by the part of reserve funds or by reserve funds that cannot be provided to the  shareholders, and 

(b) reduced by unpaid registered capital or a comparable quantity, in case of a legal person having its  registered office abroad, that is not included in the balance sheet under assets.  

PART THREE 

ADMINISTRATOR 

TITLE I 

ADMINISTRATION AND ADMINISTRATOR 

Chapter 1 

Basic provisions 

Section 38 

Administration 

(1) The administration of an investment fund or a foreign investment fund includes in relation  to this fund always the following activities: 

(a) keeping of accounts (accounting), 

(b) the provision of legal services, 

(c) compliance and internal audit, 

(d) dealing with complaints and complaints by investors, 

(e) evaluation of its assets and debts, 

(f) calculation of the current value of the security and book-entry security issued by the fund,

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(g) fulfillment of obligations relating to taxes, fees or other comparable pecuniary performance, (h) keeping a list of the owners of securities and book-entry securities issued by the fund, (i) allocation and payment of revenues of the fund's assets, 

(j) ensuring the issuance, exchange and redemption of securities and book-entry securities issued by  this fund  

(k) execution and update of an annual report and a semi-annual report of this fund, (l) execution and update of a key investor information document of this fund or a comparable  documentation in accordance with law of other state and an implementation of its changes, (m) execution of promotional communications relating to this fund, 

(n) disclosing, making available and providing information and documentation to unitholders,  beneficiaries or shareholders of this fund and other persons, 

(o) reporting of data and providing of documents, in particular to the CNB or the supervisory authority  of another EU member state, 

(p) performance of another activity relating to the management of the values in the assets of this fund,  for example 

1. performance of a consultation activity relating to the capital structure, industrial strategy and  questions related to thereto persons, on which this fund holds stakes, and 

2. provision of services regarding transformation of commercial companies or transfers of business  enterprise to persons, on which such a fund holds stakes, and 

3. the maintenance of an individual thing owned by the fund, 

(q) the distribution and payment of pecuniary performance in connection with the dissolution of this  fund, 

(r) keeping records of the issuance and redemption of securities and book-entry securities issued by  the fund, and 

(s) perform or procure activities referred to in Subsection (2), 

(t) other activities directly related to the activities referred to in points (a) to (s). 

(2) The administration of an investment fund or a foreign investment fund may further be the  following activities: 

(a) the safekeeping of securities and the keeping of records of book-entry securities issued by the fund,  or 

(b) marketing investments in that fund. 

(3) The activities referred to in Subsection (1) (c) and (p) shall be performed by an administrator  of an investment fund or a foreign investment fund in relation to such fund only if it is agreed in the  agreement on administration. 

(4) The administration of an investment fund or a foreign investment fund shall also include the  administration of its sub-funds or comparable facilities. Where this Act uses the term “administration of  an investment fund or a foreign investment fund”, it also means the administration of its sub-funds or  comparable facilities. Where this Act uses the term “administrator of an investment fund or a foreign  investment fund”, it shall also mean the administrator of its sub-funds or comparable facilities. All sub 

funds of one investment fund must have the same administrator. 

(5) Nobody shall be allowed to perform the administration of an investment fund without an  authorisation granted pursuant to this Act by the CNB, unless this Act or any other legal regulation  stipulates otherwise.

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Section 39 

Requirement for other business licences 

(1) Individual activities, included in the administration of an investment fund or a foreign  investment fund, may also be performed under an authorisation other than the relevant authorisation  granted by the CNB pursuant to this Act; However, the activities thus performed are not the  administration of an investment fund or a foreign investment fund. 

(2) No other authorisation shall be required for the administration of an investment fund or a  foreign investment fund by a person with a relevant authorisation granted by the CNB pursuant to this  Act; this shall be without prejudice to Subsections (3) and (4). No other authorisation is required to  perform an individual activity involving the administration of an investment fund or a foreign investment  fund, by an investment fund administrator or a foreign investment fund administrator, for those who  comply with prudential rules that are comparable to prudential rules according to the law of the EU and  are supervised by the supervisory authority; this shall be without prejudice to Subsections (3) and (4). 

(3) The performance of an activity pursuant to Section 38 (2) (a) requires an authorisation for  the provision of investment services of safekeeping and administration of financial instruments  including related services or an authorisation for the performance of an activity under the Section 11 (1)  (d). 

(4) The performance of an activity pursuant to Section 38 (2) (b) requires an authorisation for  the provision of an investment service of reception and transmission of orders in relation to financial  instruments or authorisation to perform activities pursuant to Section 11 (1) (e). 

(5) Individual activities, included in the administration of an investment fund or a foreign  investment fund, performed by a manager, in relation to the investment fund or a foreign investment  fund, managed by such manager, does not require an authorisation pursuant to the Subsection (3) (4). If  the manager. If the manager of an investment fund or a foreign investment fund performs activities  pursuant to Section 38 (2) (b) without the authorization referred to in Subsection (4), the manager must  perform such activity with a professional care and comply with the rules of conduct for the investment  firm’s dealing with clients in providing them an investment service of reception and transmission of  orders in relation to financial instruments mutates mutandis.  

(6) The person authorised to administer retail AIFs may also perform individual activities, which  include the administration of UCITS funds or comparable foreign investment funds. 

Section 40 

Administrator 

(1) Anyone who performs the administration of an investment fund or a foreign investment fund  on the account of such a fund is its administrator. Each investment fund may only have one  administrator. 

(2) The administrator of a UCITS fund may only be its manager. 

(3) An investment fund with a legal personality shall not perform an administration of another  investment fund or foreign investment fund.

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Section 41 

Main administator 

The main administator is a legal person with its registered office in the Czech Republic  authorised by the CNB to administer the investment fund or the foreign investment fund and is not  authorised to manage investment funds or foreign investment funds. 

Chapter 2 

Business licence 

Section 42 

Object of business of the main administrator 

(1) The main administator may perform the administration of an investment funds, which are  not UCITS funds, or comparable foreign investment funds or perform individual activities, which are  included in the administration of UCITS fund or a comparable foreign investment fund, only in the  extent listed in the authoristation granted by the CNB. 

(2) The main administrator, which is not a bank or an investment firm, may as a part of its  business only perform activities, which directly connect to the management of its own assets. 

Section 43 

Business licence 

(1) An authorisation to perform the administration of an investment fund or a foreign investment  fund for a legal person registered in the Commercial Register commences 

(a) on the date of legal effect of the decision of the CNB on granting the authorisation to perform the activity to 

1. management company pursuant to Section 479, 

2. an internally managed investment fund pursuant to Section 480, 

3. foreign person pursuant to Section 481, or 

4. the main administator pursuant to Section 482, 

(b) on a later day stated in the operative part of the decision referred to in point (a), or or (c) on the day of entry of such authorisation to the Commercial Register in case of an investment fund  listed in Section 9 (1).  

(2) An authorisation to perform the administration of an investment fund or a foreign investment  fund for a legal person not registered in the Commercial Register, to which the authorisation in  accordance with Sections 479, 480, 481 or 482 was granted by the CNB or which was registered in the  relevant register in accordance with Section 513, commences on the day of entry to the Commercial  Register. 

Section 44 

Administration of the investment fund by a foreign person 

(1) The foreign person referred to in Section 14 (1) may administer the UCITS fund it manages. 

(2) The foreign person referred to in Section 14 (2), having its registered office in an EU member  state, may administer the retail AIF it manages or the qualified investors’ fund it manages.

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(3) If the foreign person referred to in Subsection (1) or (2) is performing the administration of  an investment fund, Section 47, 48 and 50 to 53 shall not apply. 

TITLE II 

RULES OF THE ACTIVITY AND ECONOMY 

Section 45 

Professional care 

The administrator of an investment fund or a foreign investment fund is obliged to administer  the fund with professional care. 

Section 46 

Proper and prudent performance of the activity 

(1) The administrator of an investment fund or a foreign investment fund shall perform the  activity properly and prudently. 

(2) In order to ensure the proper and prudent performance of the activity, the administrator of  an investment fund or a foreign investment fund shall establish, maintain and apply a directing and  controlling system. 

Section 47 

Directing and controlling system 

(1) The directing and controlling system of an investment fund or a foreign investment fund  always includes 

(a) strategic and operational management, 

(b) the organizational arrangements and internal regulations regulating them, with a clear definition of  the activities, including activities of bodies of the administrator and its committees set up by the  administrator, and the scope of competence and decision-making powers thereof; within the  framework of organisational arrangement are to be determined the offices, which may not be  performed simultaneously, 

(c) risk management system which always includes the approach of the administrator to risks, to which  the administrator is or may be exposed, including risks arising from internal or external  environment, and discerning, assessing, measuring, monitoring, reporting and limiting risks  including adopting measures leading to limit risk occurrence or the impacts of risk occurrence, and (d) the internal control system, which always contains 

1. control of subordinate employees by their superiors, 

2. compliance and 

3. an internal audit ensuring an independent and objective internal control of performance of the  activity of an administrator and the performance of the activity of a manager in relation to an  investment fund or a foreign investment fund, whose administration it performs, and submission  of clear recommendations in order to ensure the rectification of thus identified shortcomings to  the respective level of management. 

(2) The directing and controlling system of an investment fund or a foreign investment fund includes 

(a) internal and external communication system,

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(b) monitoring, evaluating and updating internal rules, 

(c) management of conflicts of interests during the performance, including but not limited to its  investigation, prevention and notification to unitholders, shareholders and a beneficiary of the fund, (d) handling complaints and claims of unitholders or shareholders of a retail investment fund, whose  administration the administrator performs, or of persons, being in a similar position, of a  

comparable foreign investment fund, whose administration the administrator performs, (e) bookkeeping of an investment fund and a foreign investment fund, whose administration it  performs, including accounting of the asset of the fund and bookkeeping of the administrator, (f) control of the activity of persons who are not the employees of the administrator, but with whose  help it performs the activity, 

(g) ensuring continuous performance of the activity and permanent functioning of the administrator on  a financial market in accordance with the object of business and plan of the activity of such  administrator, 

(h) ensuring trustworthiness and necessary knowledge and experience of persons, with whose help it  performs the activity, 

(i) control and safety measures in the processing and record keeping of information, (j) record keeping of subscriptions, issuances and redemption of securities and book-entry securities  issued by an investment fund or a foreign investment fund whose administration the administrator  performs, 

(k) procedures for evaluation of the asset and debts of an investment fund or a foreign investment fund,  whose administration the administrator performs, and 

(l) ensuring compliance with the rules of conduct. 

(3) The directing and controlling system of a manager of an investment fund or a foreign  investment fund must be effective and comprehensive and proportionate to the nature, scale and  complexity of the activities performed by the fund as a whole and in its parts. 

(4) The administrator of an investment fund or a foreign investment fund shall verify and  regularly evaluate the effectiveness, comprehensivness and adequacy of the directing and controlling  system as a whole and in its parts and shall, without undue delay, make appropriate correction. 

(5) The CNB shall lay down in a regulation the requirements for the qualitative criteria of the  directing and controlling system of the administrator of an investment fund or a foreign investment fund  to the extent not regulated by directly applicable EU legislation implementing the AIFMD6)

Section 47a 

Reporting mechanism 

An administrator of an investment fund or a foreign investment fund shall establish, maintain  and apply the reporting mechanism, Section 20a shall apply mutatis mutandis. 

Section 48 

Personnel of the administrator 

(1) Personnel of the administrator of an investment fund or a foreign investment fund must be  adequate to the nature, extent and complexity of the activities performed by him. 

(2) The administrator of an investment fund or a foreign investment fund ensures that the  persons with whose help it performs the activity are trustworthy and have sufficient knowledge and  experience necessary for the proper exercise of tasks assigned to them, especially the knowledge of the  procedures and regulations necessary to properly fulfil the obligations accompanied with the  performance of the activity.

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(3) The administrator of an investment fund or a foreign investment fund ensures that the extent  and nature of activities performed by the persons referred to in Subsection (2) do not prevent the proper performance of particular activities. 

(4) The administrator of an investment fund or a foreign investment fund must have at least 2  managing persons who have sufficient experience in performing the activities necessary for the proper  performance of this office. 

Section 49 

Rules of conduct 

(1) The administrator of an investment fund or a foreign investment fund, in performing the  activity, acts 

(a) in a qualified, honest and equitable way, and 

(b) in the best interests of unitholders, shareholders and beneficiaries of this fund. 

(2) The administrator of an investment fund or a foreign investment fund shall establish,  maintain and apply 

(a) procedures for informing about an executed order to issue or redeem a security or a book-entry  security issued by this fund, and 

(b) rules for accepting, offering or providing incentives. 

(3) An administrator of an investment fund or a foreign investment fund further 

(a) properly ensures the issuance and redemption of securities and book-entry securities issued by this  fund and informs the owners of these securities or book-entry securities about the result, (b) does not market benefits that may not be reliably guaranteed, 

(c) makes cashless payments, unless it is excluded by their nature, 

(d) does not spread false or misleading information, 

(e) makes every effort that may be required so that an investment fund or a foreign investment fund  administered by the administrator, or the unitholders, the shareholders or the beneficiaries of such  a fund do not incur unreasonable costs; in particular, the administrator handles a complaint or a  claim by a unitholder or a shareholder of a retail investment fund or of a comparable foreign  investment fund at no charge,  

(f) does not accept, offer or provide an incentive that could result in a breach of obligations under  Subsection (1), 

(g) does not use deductions, surcharges or fees directly related to the issuance or redemption of  securities or book-entry securities specified in a statute or a comparable document of a UCITS fund  or of a comparable foreign investment fund if the securities or book-entry securities issued by this  fund are being acquired into or disposed of the asset of another UCITS fund or a comparable  investment fund managed by the managers who are members of the same concern. 

(h) manages conflicts of interest, including detection, prevention, and notification to the unitholders,  shareholders or beneficiaries of such funds, 

(i) comply with the statute of an investment fund or a comparable document of a foreign investment  fund administered by it.  

(j) comply with the Section 1843 of the Civil Code setting an reporting obligations in connection with  the conclusion of a financial services contract. 

(4) The CNB shall lay down, by a regulation, the qualitative requirements for the procedures  and rules referred to in Subsection (2) and the obligations referred to in Subsections (1) and (3) to the  extent not covered by a directly applicable EU regulation implementing the AIFMD6).

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Delegation to another 

Section 50 

The administrator of an investment fund or a foreign investment fund may delegate the  performance of an individual activity, included in the administration of an investment fund or a foreign  investment fund, to be performed by another, only if 

(a) it has been notified in advance to the CNB, 

(b) the manager of this fund agrees with it, 

(c) it does not prevent the CNB from the exercise of supervision over the performance of the  obligations of the manager of this fund and this administrator laid down by this Act, on the basis  of this Act or by directly applicable EU legislation in the field of the management of investment  funds2), or over the performance of his obligations ensuing from the statute of the concerned  investment fund or from a comparable document of the concerned foreign investment fund, 

(d) it does not prevent the manager of this fund or this administrator from performing their activity in  respect of of this fund properly and prudently and from acting in the best interest of the uni-holders,  shareholders or beneficiaries of this fund, 

(e) it is ensured that the administrator of this fund may control and influence by its instructions the  performance of that activity by the delegated person, 

(f) it is ensured that the administrator of this fund may, with immediate effect, terminate this delegation  if it is in the interest of the unitholders, shareholder or beneficiary of the fund, and (g) a statute or a comparable document of that fund defines that activity as an activity the performance  of which may be delegated to another. 

Section 51 

(1) If an administrator of an investment fund or a foreign investment fund delegates the  performance of an individual activity, included in the administration of an investment fund or of a  foreign investment fund, to another, the administrator introduces, maintains and applies appropriate  measures for the management of risks connected therewith and regularly controls the performance of  this activity.  

(2) The delegation of performance of an individual activity, included in the administration of an  investment fund or of a foreign investment fund, to another, does not prejudice the administrator’s  obligation in respect of third parties to compensate harm incurred as a result of breach of his obligation  laid down by this Act, on the basis of this Act, or by directly applicable EU legislation in the field of the  management of investment funds2), or his obligations stemming from the statute of the concerned  investment fund or from a comparable document of the concerned foreign investment fund. 

Section 52 

The administrator of an investment fund or a foreign investment fund may delegate the  performance of an individual activity, included in the administration of an investment fund or a foreign  investment fund, only to such a person 

(a) who has the necessary material, organizational and personal prerequisities to perform that activity, (b) whose managing persons are trustworthy and have the necessary knowledge and experience to  perform such activities, and 

(c) who has a business or another licence to perform that activity.

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Section 53 

Delegation to another by the delegated person  

(1) The person to whom the administrator of an investment fund or a foreign investment fund  has delegated the performance of an individual activity, included in the administration of an investment  fund or a foreign investment fund, may delegate the performance of an act or some acts from this activity  to another, if  

(a) the manager of such a fund agrees with it in advance, 

(b) it has been notified in advance to the CNB, 

(c) the conditions laid down in Section 50 and 52 are fulfilled mutatis mutandis. 

(2) The person to whom the administrator of an investment fund or a foreign investment fund  has delegated the performance of an individual activity, included in the administration of an investment  fund or a foreign investment fund, regularly controls the performance of the act or acts from this activity,  the performance of which such person has delegated to another pursuant to Subsection (1). 

(3) The person to whom the administrator of an investment fund or a foreign investment fund  has delegated, according to Subsection (1), the performance of an act or some acts, that is a part of the  activity, included in the administration of this fund, may further delegate the performance thereof to  another, if the conditions in Subsection (1) (a) and (b), Subsection (2) and Sections 50 to 52 are fulfilled  mutatis mutandis. 

Section 54 

Keeping of records 

(1) The administrator of an investment fund or a foreign investment fund ensures the keeping  of records in respect of 

(a) the securities taken in safekeeping and book-entry securities issued by an investment fund or a  foreign investment fund administered by the administrator,  

(b) the issue and redemption of securities and book-entry securities issued by an investment fund or a  foreign investment fund the administration of which it performs. 

(2) For the purposes of Subsection (1), the administrator of an investment fund or a foreign  investment fund is entitled to keep the birth identification number of the participants of trades. 

(3) The records referred to in Subsection (1) shall be kept in electronic form

Section 55 

Relationship to the law of the EU 

The other obligations of the administrator of a retail AIF, a qualified investors’ fund or a  comparable foreign investment fund managed by the manager authorised to exceed the relevant  threshold are defined in Articles 16 to 24, 26, 57 to 62 and 65 to 82 of Commission Delegated Regulation  (EU) No 231/2013.

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Section 56 

The administrator of qualified investors’ funds and of comparable foreign investment funds  managed by a manager not authorised to exceed the relevant threshold 

For the administrator of qualified investors’ funds and comparable foreign investment funds  managed by a manager referred to in Section 28 to the extent of administration of these funds, the  provisions of Section 47 (5), 47a, 49 (4) and 50 to 53 and 55 shall not apply and the Articles 7 to 11 of  the EUVECA-R7) shall apply mutatis mutandis. 

TITLE III 

CAPITAL REQUIREMENTS 

Section 57 

Initial capital requirements 

The initial capital of the main administator must amount to at least EUR 50 000. Section 58 

Minimum amount of capital 

(1) The capital of the main administator must not fall below the minimum initial capital as set  forth in Section 57 for the entire period of its existence. 

(2) The paid-up registered capital of main administrator plus, in particular, mandatory reserve  funds, share premium and undistributed profit from previous periods and less, in particular, the value of  incorporeal property and accumulated losses from previous periods, form the basis for determining the  amount of capital for the purposes of determining whether the amount of capital conforms to the  requirements pursuant to Subsection (1). 

(3) The CNB lays down in a regulation the rules for the determination of the amount of capital  referred to in Subsection (2). 

TITLE IV 

ADMINISTRATION AGREEMENT 

Section 59 

(1) Under the administration agreement the administrator of an investment fund or a foreign  investment fund undertakes to administer this fund and the manager of this fund undertakes to pay the  administrator a fee for this administration. 

(2) The administration agreement must be made in writing. 

(3) The administrator of an investment fund or a foreign investment fund may delegate the  performance of an individual activity, included in the administration of an investment fund or a foreign  investment fund, to another, only if so stipulated in an administration agreement. 

(4) Subsection (3) is without prejudice to the provisions of this Act for the delegation of the  performance of an individual activity, included in the administration of an investment fund or of a  foreign investment fund, to another.

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(5) The manager of an investment fund or a foreign investment fund is further obligated under  the administration agreement to 

(a) provide cooperation to the administrator of this fund so that this administrator could discharge his  obligations ensuing from legal regulations, and 

(b) inform the administrator of this fund and the depository of this fund, which the administrator  administers, about the facts that the managers learns of and that are significant for the performance  of their activities, and to hand over documents necessary in that connection and to keep records in  that respect. 

(6) The administrator of an investment fund or a foreign investment fund is further obligated  under an administration agreement to  

(a) provide cooperation to the manager so that the manager could discharge his obligations ensuing  from legal regulations, and  

(b) inform the manager and the depository of an investment fund and a foreign investment fund, which  the administrator administers, about the facts that he learns of and that are significant for their  activities, and to hand over documents necessary in that connection and to keep records in that  respect. 

PART FOUR 

DEPOSITARY 

TITLE I 

BASIC PROVISIONS 

Section 60 

Depository 

(1) A depository of an investment fund or a foreign investment fund shall be a person authorised  by the depository agreement to 

(a) have in safekeeping the assets of an investment fund or a foreign investment fund, (b) create and maintain monetary accounts and keep records of the movement of all financial means  belonging in the assets of an investment fund or a foreign investment fund, and (c) keep records and control the status of the assets of an investment fund or a foreign investment fund  other than the assets referred to in (a) or (b). 

(2) The depository of a foreign investment fund which is not domiciled in an EU member state  and which is managed by a management company or a foreign person with an authorisation according  to Section 481 must be the person referred to in Section 327.  

Section 61 

Incompatibility 

The investment fund's depository must not be the manager of this fund.

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Section 62 

Professional care and acting in the best interest 

(1) The depository of an investment fund is obliged to perform the activity of the depository  with a professional care and to act in the best interest of the investment fund, whose it is a depository,  and of unitholders, shareholders, or beneficiaries of this fund. 

(2) The depository shall fulfill the obligations under this Act or under the depository agreement  in a way that corresponds to the nature, scope and complexity of the activities performed by it. 

Section 63 

A special rule for the repeated provision of financial collateral  

(1) The depository of an investment fund must not, without prior consent of the manager of this  fund, use the fund´s assets in safekeeping for the purposes of its own or another person. 

(2) The depository of a UCITS fund or an ELTIF shall use the assets referred to in Subsection (1) only if it is in favor of that fund and its unitholders or shareholders. 

(3) The depository of a UCITS fund or an ELTIF, that used the assets referred to in Subsection (1), shall provide a financial collateral in accordance with the law governing financial collateral, in such  a way that the fund´s claims are sufficiently secured. 

Section 64 

Conflicts of interests  

(1) The depository of an investment fund introduces, maintains and applies procedures for the  management of conflicts of interests between the depository, the investment fund, the manager of the  fund and unitholders, shareholders, or beneficiaries of this fund, including detecting, preventing and  reporting such conflicts.  

(2) If there is a threat of a conflict of interests pursuant to Subsection (1), the depository of an  investment fund notifies it without undue delay to the manager of this fund, as well as to the unitholders,  shareholders, or beneficiaries of this fund.  

Section 65 

Separation of the performance of another activity from the depository's activity 

(1) The depository of an investment fund may perform for this fund other activities than the  activity of a depository of this fund.  

(2) If a conflict of interests according to Section 64 (1) may arise from the performance of this  other activity, a depository of such a fund must introduce organisational measures ensuring an effective  separation of the performance of this other activity from the activity of a depository, in order to minimize this conflict of interests.  

(3) The depository of an investment fund may evaluate the assets and debts of an investment  fund, whose it is a depository, or perform calculations of the actual value of a unit certificate or an  investment share issued by such investment fund only if such depository has introduced the organisational measures

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(a) for the evaluation of the assets and debts of this fund, or for the calculation of an actual value of a  unit certificates or an investment share issued by this fund, and  

(b) ensuring an effective separation of the performance of this activity from the activity of a depository  of this fund. 

Section 66 

Procedure upon detecting shortcoming 

If the depository of an investment fund detects in the performance of his activity the fact  indicating that the manager of this fund has breached his obligation under this Act, on the basis of this  Act, by directly applicable EU legislation in the field of management of investment funds2), by the statute  of this investment fund or by a depository agreement, the depository shall discuss this matter with the  manager without undue delay. 

Section 66a 

Reporting mechanism 

The depository of an investment fund introduces, maintains and applies a reporting mechanism,  Article 20a shall apply mutatis mutandis. 

Section 67 

Depositary agreement 

(1) Under a depository agreement a depository of an investment fund undertakes to perform the  activity of a depository of this fund to the extent of obligations arising from this Act and a manager of  this fund undertakes to discharge his obligations in connection with the performance of the activity of a  depository arising from this Act and to pay the depository for his activity a depository fee. 

(2) The depository agreement must be made in writing. 

TITLE II 

DEPOSITARY OF THE RETAIL INVESTMENT FUND 

Section 68 

Obligation to have one depository 

Each retail investment fund must have only one depository. If the fund's articles of association  allow the creation of a sub-fund, the depository of the fund shall also act as depository for such sub funds. 

Section 69 

Persons eligible to be depository 

(1) The depository of a retail investment fund may only be 

(a) a bank with its registered office in the Czech Republic, 

(b) a foreign bank having a branch located in the Czech Republic, 

(c) an investment firm which is not a bank and which

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1. is obliged to comply with the capital adequacy according to Section 8a (1) of the Act regulating  the capital market business, and 

2. is authorised to provide the investment service of safekeeping and administration of financial  instruments, including related services, or 

(d) a foreign person who 

1. has the authorisation of the supervisory authority of another EU member state to provide the  investment service of safekeeping and administration of financial instruments, including related  services, 

2. provides investment services in the Czech Republic through a branch of a business enterprise and 

3. is obliged to comply mutatis mutandis with capital adequacy according to Section 8a (1) of the  Act regulating the capital market business. 

(2) The depository of a retail investment fund must create prerequisities for fulfilling the  obligations of a depository of the retail investment fund arising from this Act, a directly applicable EU regulation implementing the AIFMD6) and directly applicable EU regulation implementing the UCITS D8)

Section 70 

Some requirements of a depository agreement 

(1) The depository of a retail investment fund and a manager of a retail investment fund shall  define the manner of mutual communication in the depository agreement, including the manner of  securing of information that are kept in respect of such communication, and the manner of protection of  confidential information and personal information. 

(2) The depository of a UCITS fund and the manager of such a fund shall also specify in the  depository agreement the period within which the depository shall provide the manager with an  inventory of the assets of the fund which the depository has in safekeeping, custody or of which the  depository keeps a record, including financial means in the accounts that is kept in the name of such  fund and in favor of such fund. 

(3) The other requirements of the depository agreement are defined in Section 83 of Commission  Delegated Regulation (EU) No 231/2013 and directly applicable EU regulation implementing the  UCITS-D8)

Section 71 

Custody, safekeeping and records of the fund´s assets 

(1) Within the framework of the activities of a depository, the depository of a retail investment  fund 

(a) has in custody the substitutable financial instruments that are included in the assets of a retail  investment fund by way of keeping records of these substitutable financial instruments on an  ownership account which the depository of the retail investment fund keeps for this fund in the  Central Registry of the book-entry securities, in the separate register of financial instruments, in  the register linked to these registers, in the register similar to these registers governed by the law of  a foreign state; The depository agreement permits the depository of the retail investment fund to  secure the custody of the substitutable financial instruments by establishing an ownership account  for that fund with the Central Depositary of the book-entry securities or a comparable facility  established or created under the law of a foreign state, Subsection (3) shall not apply in this case, 

(b) has in safekeeping the financial instruments and other assets of the retail investment fund, the nature  of which allows it, and

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(c) ensures keeping of records of the retail investment fund’s assets, the nature of which allows it. 

(2) Within the framework of the depository's activity, the depository of the retail investment  fund shall also keep record of the assets of the retail investment fund which holds or is entitled to hold  the prime broker of such retail investment fund. 

(3) Articles 88 to 90 of Commission Delegated Regulation (EU) No 231/2013 and the directly  applicable EU regulation implementing the UCITS-D8) define which substitutable financial instruments  pursuant to Subsection (1) (a) shall be held in custody of a depository, as well as define the manner of  discharging obligations according to Subsection (1) by a depository of a retail investment fund. 

(4) Subsection (1) shall not apply to assets held or entitled to hold by the prime broker of such  retail investment fund. 

Section 72 

Depositary’s obligations in relation to the maintenance of financial means 

(1) Within the framework of the activity of a depository of a retail investment fund, the  depository shall open or keep 

(a) monetary accounts in the name of this fund,  

(b) monetary accounts in the name of the manager of this fund opened in favour of this fund, or (c) monetary accounts in its own name opened in favour of this fund; in such a case the depository of  a retail AIF ensures that there are no financial means of such depository in this account. 

(2) The depository is entitled to open monetary accounts with 

(a) the CNB or a central bank of another state, 

(b) a bank with registered office in the Czech Republic, 

(c) a foreign bank with a branch located in the Czech Republic, 

(d) a foreign bank which has its registered office in another EU member state and which does not have  a branch located in the Czech Republic, 

(e) foreign bank or a similar person established in a third country and such country requires compliance  with prudential rules which are comparable to prudential rules under an EU law, (f) a savings and credit co-operative, or 

(g) who is the prime broker (Part Five) of the retail investment fund. 

(3) The depository shall deposit, without undue delay in the respective monetary account opened  by the depository according to Subsection (1) or (2), all the financial means of this fund acquired  particularly by subscription or issuance of securities and book-entry securities issued by this fund. 

(4) Within the framework of the activity of a depository of a retail investment fund, the  depository keeps records of all monetary accounts opened for this fund and shall control the cash flow  of that fund in these accounts. 

(5) The manner of discharging obligations referred to in Subsections (1) to (4) by the depository  of a retail investment fund are defined by Articles 85 and 86 of Commission Delegated Regulation (EU)  No 231/2013 and the directly applicable EU regulation implementing the UCITS-D8).

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Section 73 

Control obligations 

(1) Within the framework of the activity of a depository of a retail investment fund, the  depository controls whether, in compliance with this Act, the directly applicable EU regulations  governing investment funds2), the statute of the retail investment fund and the the depository agreement provisions 

(a) unit certificates or investment shares were issued and redeemed, 

(b) current value of a unit certificate or an investment share was calculated, 

(c) the assets and debts of this fund were evalued, 

(d) consideration payment for trades involving the asset of this fund was paid in a regular time-limits,  (e) revenues resulting for this fund are used,  

(f) manager’s orders aimed to acquire or dispose of the things in the assets of that fund are executed,  whereas it is sufficient that the depository controls how those orders have been executed, if the  reasons for a special consideration are given for this type of control; the depository further controls  how the orders were executed as regards to orders, in case of orders relating to 

1. a trade whose value does not exceed CZK 500 000 and whose aggregated daily value  corresponds to 0.1 % of the value of the fund's assets, 

2. a trade concluded on the market referred to in Section 3 (1) (a) of a Government regulation on the investment of investment funds and techniques for their management, or 

3. a trade in security or book-entry security issued by a retail investment fund or a comparable  foreign investment fund. 

(2) Within the framework of the activity of a depository of a retail investment fund, the  depository shall execute the orders of the fund manager according to the statute of the fund and according  to the depository agreement. 

(3) Within the framework of the activity of a depository of a retail investment fund, the  depository shall also inspect the statute of the assets of the UCITS fund which which may not be in  custody pursuant to Section 71 (1) (a) or in safekeeping pursuant to Section 71 (1) (b).  

(4) The manner of discharging obligations referred to in Subsection (1) by the retail investment  fund depository is defined in Articles 92 to 97 of the Commission Delegated Regulation (EU) No  231/2013)and directly applicable EU regulation implementing the UCITS-D8)

Section 74 

Obligations of the manager in relation to the maintenance of financial means 

(1) The manager of a retail investment fund is, after previous notification to the depository of  this fund, entitled to open an account for this fund with a person referred to in Section 72 (2). 

(2) The manager of a retail investment fund disposes of financial means of this fund only through  the depository of this fund or through a person referred to in Section 72 (2) with which the manager has  opened a monetary account. 

(3) The manager of a retail investment fund deposits without undue delay in the respective  monetary account opened pursuant to Subsection (1) or opened by the depository of this fund pursuant  to Sections 72 (1) and (2) all the financial means received particularly by subscription or issuance of  securities or book-entry securities issued by this fund.

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(4) The manner of discharging obligations referred to in Subsections (1) to (3) by the manager  of a retail investment fund shall be defined in Article 87 of the Commission Delegated Regulation (EU)  No 231/2013 and a directly applicable EU regulation implementing the UCITS-D8)

Section 75 

Obligations of the former depository 

(1) If the depository of a retail investment fund ceased to perform the activity of a depository of  this fund, it is obligated, without undue delay, to properly inform the new depository of this fund about  its previous activity and to submit to the new depository all documents associated with the performance  of activity as the depository of this fund and to disburse all of the financial means of this fund and assets 

of this fund held in its power.  

(2) Until all documents are handed over and all financial means and assets of a retail investment  fund are disbursed, the person who ceases performing activity as a depository is considered as the  depository of this fund; the Section 81 shall not apply for the person ceding performing activity as the  depository.  

Section 76 

Obligations of a manager 

The manager of a retail investment fund without undue delay after the termination of the  respective depository agreement, unless this agreement was simultaneously replaced by a new  depository agreement, 

(a) suspends issuing and redeeming of unit certificates or investment shares issued by this fund and  suspends disposing of the assets of this fund, which has been held in the power of a person ceased  to perform the activity of the depository of this fund, with the exception of reimbursement of  obligations created before termination of the obligations ensuing from the depository agreement,  and reimbursement of essential operating and salary expenses until the new depository agreement  takes effect,  

(b) submits information on suspension of disposing of the assets of this fund according to (a) and on  suspension of issuing and redeeming unit certificates or investment shares issued by this fund to  the CNB and publishes it on the website of this fund, and 

(c) takes steps to establish a new depository. 

Delegation to another 

Section 77 

(1) A depository of a retail investment fund may delegate the performance of an individual  activity specified in Section 71 (1) to another, only if: 

(a) the depository agreement allows it, 

(b) it is able to prove that the person to be delegated fulfils the conditions according to Section 78 and  that the delegation was preceded by a diligent selection, and  

(c) it does not prevent the depository from performing its activity in relation to this fund with a  professional care and from acting in the best interest of unitholders, shareholders or beneficiaries  of this fund, and 

(d) it is ensured that this depository or the manager of this fund may control and through its orders  influence the performance of the activity by the delegated person.

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(2) The depository of a retail investment fund regularly controls the performance of an  individual activity referred to in Section 71 (1), which it has delegated to another.  

(3) The manner of discharging obligations referred to in Subsection (1) (b) by the depository of  a retail investment fund is defined in Article 98 of Commission Delegated Regulation (EU) No 231/2013 and the directly applicable EU regulation implementing UCITS-D8)

Section 78 

(1) The depository of a retail investment fund may delegate the performance of an individual  activity specified in Section 71 (1) only to the person who 

(a) has the necessary material, organizational and personnel prerequisites for performing that activity,  which is adequate to the nature, extent and complexity of the activity, 

(b) separates the assets of depository’s clients from its own assets and from the assets of the depository  so that it is clear at any moment that the assets in question belongs to this fund, (c) applies procedures, for the management of conflicts of interest, including their detecting, preventing and reporting according to Section 64 mutatis mutandis, and 

(d) has introduced organizational prerequisites according to Section 65 mutatis mutandis, if a conflict  of interests may result from the performance of an activity, which has been delegated to it. 

(2) A depository of a retail investment fund may delegate the performance of the individual  activities specified in Section 71 (1) (a) and (b) only to a person who 

(a) complies with the prudential rules, including minimal capital requirements, and is subject to  supervision of a supervisory authority of the state in which it has its registered office, and (b) is subject to regular external audits to verifying that the particular financial instruments are in the power of this person. 

(3) A depository of a retail investment fund may delegate the performance of an individual  activity specified in Section 71 (1) (a) and (b) to such a person not fulfilling some of the requirements  according to Subsection (2), if 

(a) the person to be delegated has its registered office in a state, that is not a member state,  (b) the law of the state referred to in point (a) requires that the particular financial instruments are  maintained by the person to be delegated in a manner comparable to Section 71 (1) (a) and (b), (c) the unitholders, shareholders and beneficiaries of this fund were, before an investment in the  financial instruments, which are supposed to be in the power of the person to be delegated, properly  informed 

1. about this delegation, including the circumstances justifying such delegation, and 2. about the fact that the delegation is necessary due to limitations resulting from the law of the  state referred to in (a), and  

(d) the depository has a written permission from a manager of the fund to delegate the performance of  this activity to a person to be delegated. 

(4) A depository of a UCITS fund may delegate the performance of an individual activity  specified in Section 71 (1) (a) and (b) only to a person, who take measures which, in the event of the  insolvency of such person, leads to the returning of the fund’s assets mutatis mutandis to the returning  of the clients assets after the the declaration of insolvency and the bankruptcy on the assets of the  investment firm under the Act regulating the capital market business. 

(5) The requirements for the separation of the assets of a retail investment fund pursuant to  Subsection (1) (b) are defined in Article 99 of the Commission Delegated Regulation (EU) No 231/2013 and a directly applicable EU regulation implementing the UCITS-D8).

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Section 79 

Delegation to another by the delegated person  

(1) The person to whom the performance of an individual activity referred to in Section 71 (1)  has been delegated by the depository of a retail investment fund may delegate the performance of an act  or some acts to another, if the depository agrees with it in advance and if the conditions laid down in  Sections 77 and 78 are fulfilled mutatis mutandis. 

(2) The person to whom the performance of an individual activity referred to in Section 71 (1)  has been delegated by the depository of a retail investment fund, controls regularly the act or acts from this activity, which it has delegated to another in accordance to the Subsection (1). 

(3) In order to be exempted from the obligation to replace the loss of financial instruments by  the person who has delegated the act or some acts pursuant to Subsection (1), Section 82 shall apply  mutatis mutandis. 

Section 80 

Compensation for Harm by a Depositary 

(1) A depository of a retail investment fund that caused harm to the manager of this fund, to this fund, to the unitholder or to the shareholder of that fund by breaching its obligation laid down or arranged  for the performance of its activity as a depository, is obligated to compensate the harm. 

(2) The depository of a retail investment fund is released from the obligation pursuant to  Subsection (1) only if it proves that it did not cause the harm even by negligence.  

Section 81 

(1) In case of loss of financial instruments, held in custody by the depository of a retail  investment fund pursuant to the part of the sentence before the semicolon of the Section 71 (1) (a) or in  case of loss of financial instrument, which the depository of a retail investment fund has in safekeeping  of financial instruments pursuant to Section 71 (1) (b), the depository shall, without undue delay,  compensate the harm caused to this fund resulting therefrom; it is of no importance whether the  depository has delegated the performance of an activity to another. 

(2) The cases of lossesreferred to in Subsection (1) are defined in Article 100 of the Commission  Delegated Regulation (EU) No 231/2013 and the directly applicable EU regulation implementing the  UCITS-D8)

Section 82 

(1) The depository of a retail investment fund may be released from the obligation to compensate  pursuant to Section 81, only under the conditions laid down in Article 101 of Commission Delegated  Regulation (EU) No 231/2013 and directly applicable EU regulation implementing the UCITS-D8)

(2) The depository of a retail AIF may be released from the obligation to compensate pursuant  to Section 81 even if it has previously agreed, in writing with a person, to whom it has delegated the performance of the activity specified in Section 71 (1) (a) or (b), on that the delegated person will  compensate the loss of financial instruments instead of the depository, and if it proves that 

(a) the conditions laid down in Section 78 (1) and (2) were fulfilled when delegating another to perform  an activity referred to in Section 71 (1) (a) or (b), and

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(b) there was an objective reason for the conclusion of such an agreement, as defined in Article 102 of  the Commission Delegated Regulation (EU) No 231/2013. 

TITLE III 

DEPOSITORY OF THE QUALIFIED INVESTORS’ FUND 

Section 83 

(1) A qualified investors’ fund shall have at least one depository; a qualified investors’ fund managed by a manager authorised to exceed the relevant threshold may have only one depository.  Sections 69 to 82, with the exception of Section 73 (1) (f) and Section 73 (2) and with the exception of  references to a directly applicable EU regulation implementing the UCITS-D8), apply to a depository of  a qualified investors’ fund mutatis mutandis. A directly applicable EU regulation implementing the  AIFMD6) does not apply to a depository of a qualified investors’ fund whose manager is not authorised  to exceed the relevant threshold as far as the manner of performance of obligations pursuant to Section  71 (3), Section 72 (5), Section 73 (4) and Section 74 (4) is concerned. 

(2) If the articles of association of the qualified investors’ fund allow the creation of a sub-fund,  the depository of such fund shall also act as depository for these sub-funds. 

(3) The depository of a qualified investors’ fund shall also have the obligation to compensate  for the harm pursuant to Section 80 (1), even if the harm is caused to a beneficiary or to another  shareholder other than the shareholder of that fund. 

(4) Section 82 does not apply to depositories of an ELTIF in which investments are marketed to  clients, who are not the professional clients under the law governing a capital market business. 

(5) A depository of a qualified investors’ fund exercises control over the orders pursuant to  Section 73 (2) after their execution unless otherwise agreed with the manager. 

Section 84 

(1) A notary may be a depository of a qualified investors’ fund, which is not an ELTIF, in which  the investments are marketed to clients, who are not the professional clients under the law governing the  capital market business; the notary may only be the depository of a qualified investors’ fund, 

(a) in respect of which the payment or the division of the assets of this fund to persons from whom the  financial means or things whose value can be expressed in monetary terms were collected, may not,  pursuant to this Act, another legal regulation or a statute of this fund, take place before the  expiration of five years since the day of their collection from a given person, and 

(b) which, according to its statute, invests 

1. no more than 10 % of the value of its assets in financial instruments, which the depository of a  retail investment fund shall otherwise have pursuant to Section 71 (1) (a) in custody, or 2. more than 90 % of the value of its assets in intellectual property rights, securities or book-entry  securities representing holding on the commercial company or other legal person or the  participation in commercial companies or other legal person such that the proportion of voting  rights in such commercial companies or legal persons has been exceeded in the manner and in  the amount stipulated in Section 34 (1) or in Section 35 (3). 

(2) A depository of an investment fund shall be a party to the agreement with a prime broker  only if the prime broker is authorised to possess the assets pursuant to Subsection 1 (b).

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(3) A notary who is the depository of a qualified investors’ fund shall have the necessary  prerequisites for fulfilling the obligations of the depository of the qualified investors’ fund pursuant to  this Act and the directly applicable EU regulation implementing the AIFMD6)

(4) Section 69 shall not apply to a notary, who is the depository of a qualified investors’ fund. PART FIVE 

PRIME BROKER 

Section 85 

Prime broker 

The prime broker of an investment fund is a person who is, on the basis of a contract with a  manager of this fund or on the basis of an agreement with a manager and the depository of the fund,  authorised to perform the following financial services: 

(a) to provide or to give over financial means or financial instruments for the purpose of supporting  the financing of this fund, or 

(b) to settle trades executed within the framework of the defined investment strategy of the fund. Section 86 

Person who can be the prime broker 

The prime broker can only be 

(a) a bank with its registered office in the Czech Republic, 

(b) a foreign bank with its registered office in an EU member state, 

(c) an investment firm which is not a bank and which is obliged to comply with the capital adequacy  mutatis mutandis according to Section 9 and 9a of the Act governing the capital market business, (d) a foreign person authorised by the supervisory authority of another EU member state to provide  investment services if: 

1. it provides investment services in the Czech Republic through a branch of a business enterprise  or even without placing a branch, 

2. it is obliged to comply with the capital adequacy mutatis mutandis according to Section 9 and  9a of the Act regulating the capital market business and 

(e) a foreign person with its registered office in a state, that is not a member state, if: 1. is required to comply with the prudential rules under the law of its home state, and 2. is subject to supervision in its home state. 

Activity of the prime broker 

Section 87 

The prime broker of an investment fund or a foreign investment fund, who is authorised to  perform, on the account of this fund, financial services referred to in Section 85, may further come to  an agreement with the manager of this fund or with the depository of this fund, if the depository is a  party to the agreement referred to in Section 85, that the prime broker is authorised, on the account of  this fund, to 

(a) perform other supportive services such as  

1. ensuring the settlement of trades with financial instruments performed within the framework of  a specified investment strategy of this fund, 

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2. providing tailored technological support to this fund, or  

3. handing over information on the concluded trades to the manager of this fund, or (b) possess the assets of this fund in order to perform financial services referred to in Section 85, or  other supporting services pursuant to letter (a). 

Section 88 

(1) The agreement under which the prime broker performs financial services or other supporting services or holds the assets of an investment fund must be concuded in writing. 

(2) The agreement referred to in Subsection (1) must be in compliance with the statute of the  investment fund for which the prime broker performs financial services or other supporting services or  whose assets the prime broker possesses. 

(3) The manager informs the particular depository of the commencement or termination of an  obligation from the agreement referred to in Subsection 1, unless the depository is a party to the  agreement.  

Section 89 

(1) The manager of an investment fund for which the prime broker performs financial services  or other supporting services or whose assets it possesses, will ensure that the prime broker provide the  depository with the needed information and documents, which are necessary for the proper performance  of the activity of a depository, especially those relating to the assets of this fund, which is in possession  of the prime broker.  

(2) The obligation under Subsection (1) is further defined in Article 91 of Commission  Delegated Regulation (EU) No 231/2013. 

Section 90 

A special rule for the repeated provision of financial collateral 

The prime broker of an investment fund must not, without prior consent of the manager of such a fund,  provide as financial collateral or comparable security according to the laws of another state or other  collateral, the financial instruments which have been provided out of the assets of such a fund as  financial collateral or comparable security according to the laws of another state or other collateral. 

Section 91 

The performance of the activity of a depository by the prime broker 

(1) The prime broker of an investment fund may perform the activity of a depository of this  fund, only if:  

(a) it fulfils the conditions laid down in this Act with respect to the performance of the activity of a  depository of this fund,  

(b) it has functionally and hierarchically separated the performance of the activity of a prime broker  from the performance of the activity of a depository, and  

(c) it introduces, maintains and applies procedures for the management of conflicts of interests arising  from the performance of the activity of a prime broker and the performance of the activity of a  depository, including their detection, prevention and reporting. 

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(2) In case of a threat of a conflict of interests according to Subsection (1), the prime broker of  an investment fund or a foreign investment fund reports this without undue delay to the manager of this  fund, as well as to the unitholders, shareholders or beneficiaries of this fund. 

PART SIX 

INVESTMENT FUNDS 

TITLE I 

BASIC PROVISIONS 

Chapter 1 

Investment funds and their divisions 

Section 92 

Divisions of investment funds 

(1) Investment funds are retail investment funds and qualified investors’ funds. 

(2) Retail investment funds are UCITS funds (in Czech “standardní fondy”) and retail AIFs (in  Czech “speciální fondy”). 

Section 93 

Retail investment funds 

(1) The retail investment fund (in Czech “fond kolektivního investování”) is 

(a) a legal person having its registered office in the Czech Republic which is authorised to collect  financial means from the public by issuing shares and to perform joint investment of the collected  financial means on the basis of a defined investment strategy on a risk-spreading principle in favour  of owners of these shares, and further manage such assets, and 

(b) a mutual fund whose purpose is to collect financial means from the public by issuing units certificates and to perform joint investment of the collected financial means on the basis of a defined  investment strategy on a risk-spreading principle in favour of the owners of such unit certificates and further manage such assets. 

(2) A mutual fund or a joint stock company with variable capital, whose purpose consists in  collecting financial means from at least two retail investment funds or comparable foreign investment  funds or sub-funds of the retail investment funds or a comparable foreign facilities, are further  considered to be a retail investment fund if such a fund, sub-fund or facility invests into unit certificates or investment shares issued by this mutual fund or by this joint stock company with variable capital  more than 85 % of the value of its assets. 

(3) For the purposes of this Act, an investment strategy means the manner of investment by an  investment fund encompassing particularly 

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(a) types of things which may by acquired into the fortune (fortune consists of assets and liabilities) of  an investment fund and if securities or book-entry securities may be acquired into its fortune, also  a type of these securities or book-entry securities such as shares or bonds, and if the bonds or similar  securities or book-entry securities representing a right to payment of an outstanding amount may  be acquired into its fortune, as well as a type of these bonds or similar securities or book-entry  securities representing a right to payment of an outstanding amount according to their issuer, such  as bonds issued by the state or bonds issued by commercial companies, 

(b) investment limits which must be observed in relation to the things referred to in point (a), (c) information on whether an investment fund copies or intends to copy the composition of an index  of shares or bonds or of another index, or information on whether an investment fund monitors or  intends to monitor a certain index or another financial quantitatively expressed indicator  (benchmark); what index or indicator is concerned and in what manner or in what extent the  investment fund monitors or copies or intends to monitor or copy, must result from this information, (d) information on a particular sector or part thereof, a particular geographic area or a particular  financial market area in which an investment fund concentrates or intends to concentrate its  investments or a particular type of things in which the investment fund concentrates or intends to  concentrate its investments,  

(e) options and limits of a collateral or guarantee in the case that the return of an investment, its part  or the revenue of this investment are supposed to be collateralized (hedged funds) or guaranteed  (guaranteed funds), and information on the manner of reaching the collateral or guarantee,  

(f) options and limits of the use of an accepted credit or loan on the account of an investment fund,  (g) options and limits of the use of the assets of an investment fund to provide credit, loan, gift and  collateral of an obligation of another person or to pay a debt not relating to its management,  (h) options and limits relating to the sale of things on the account of an investment fund not being in  the assets of the investment fund, and (i) information on techniques for the management of an  investment fund and options and limits of their use.  

(4) The copying of an index composition for the purposes of this Act means the copying of the  composition of things to which the index relates, including the use of derivatives and other techniques  for the management of an investment fund.  

Section 94 

UCITS funds and retail AIFs 

(1) A UCITS fund is a retail investment fund which complies with the requirements of the  UCITS-D4) and as such is registered in the relevant list maintained by the CNB (Section 511). 

(2) A retail AIF is a retail investment fund which does not meet the requirements of the UCITS D4) and is not a UCITS fund registered in the relevant list maintained by the CNB (Section 511). 

Section 95 

Qualified investors’ funds 

(1) The qualified investors’ fund (in Czech “fond kvalifikovaných investorů”) is 

(a) a legal person with its registered office in the Czech Republic authorised to collect financial means  or things whose value can be expressed in monetary terms from multiple qualified investors by  issuing subscribed securities or by the qualified investors becoming its shareholders, and to perform  common investment of the collected financial means or things whose value can be expressed in  monetary terms on the basis of a specified investment strategy generally based on risk-spreading principle in favour of these qualified investors and to further manage these assets, 

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(b) a mutual fund whose purpose is to collect financial means or things whose value can be expressed  in monetary terms from multiple qualified investors by issuing unit certificates and common  investment of the collected financial means on the basis of a specified investment strategy generally  based on risk-spreading principle in favour of the owners of these unit certificates and to further  manage these assets, and 

(c) a trust, 

1. whose statute defines multiple qualified investors as beneficiaries, consisting of the founder of  this trust or a person having increased the assets of this trust by an agreement, and 2. which is established for the purpose of investing on the basis of a defined investment strategy,  usually based on a risk-spreading principle, in favour of its beneficiaries. 

(2) The condition of the multiplicity of qualified investors pursuant to Subsection 1 does not  have to be fulfilled if a unitholder, a shareholder or a beneficiary of a qualified investors’ fund is 

(a) a state, an international financial organization or a legal person that is subordinated to the central  governmental authority, or 

(b) a qualified investor investing financial means or things whose value can be expressed in monetary  terms in favour of other qualified investors with whom they are, for the purposes of such  investment, in a contractual relationship.  

Section 96 

EuVECA, EuSEF and ELTIF 

The following investment funds are further to be considered a qualified investors’ fund: 

(a) the qualifying venture capital fund referred to in Article 3 (b) the EUVECA-R6) (hereinafter referred  to as “EuVECA”), 

(b) the qualified social entrepreneurship fund referred to in Article 3 (b) the Regulation (EU) No  346/2013 of the European Parliament and of the Council, as amended (hereinafter referred to as  “EuSEF”) and 

(c) the ELTIF. 

Section 97 

Foreign investment fund 

A foreign investment fund is 

(a) a legal person, having its registered office in a state other than the Czech Republic, comparable to  an investment fund, or 

(b) a facility, established under the law of a foreign state, comparable to a trust or an investment fund  which is a mutual fund.

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Chapter 2 

Underhand retail investment funds 

Section 98 

(1) It is prohibited to collect, as well as to attempt to collect, financial means or things whose  value can be expressed in monetary terms from the public for the purpose of joint investing them or  investing of thus acquired financial means or things whose value can be expressed in monetary terms,  if the return of an investment or profit of an investor is to be, even if partially, dependent on the value  or revenue of the assets in which the financial means or things whose value can be expressed in monetary  terms, that have been invested under conditions other than those provided for or allowed by this Act. 

(2) The prohibition under Subsection (1) shall not apply to the case where it is collected  exclusively from the qualified investors. 

(3) Subsection (1) is not affected by Section 2 (b) and (c) and Section 2a. 

(4) The prohibition pursuant to Subsection (1) shall also apply to an activity performed in  connection with Section 15 (1). 

Section 99 

It is prohibited to allow or facilitate the activity prohibited under Section 98 by its promoting or  by ensuring its accessibility in another way. 

TITLE II 

ADMISSIBLE LEGAL FORMS 

Chapter 1 

Basic provisions 

Section 100 

Retail investment funds  

(1) A retail investment fund may only be 

(a) a mutual fund (in Czech “podílový fond”), or 

(b) a joint-stock company (in Czech “akciová společnost”). 

(2) A UCITS fund, a retail investment fund investing as a money market fund or a retail  investment fund investing in real estate or participations in a real estate company may only be an open ended mutual fund or a joint-stock company with variable capital. 

(3) For the purposes of this Act, a real estate company means a joint-stock company, a limited  liability company or a comparable legal person under the law of a foreign state whose principal activity  is the acquisition of real estate, real estate management and the transfer of ownership of immovable  property in return for profit, for the purposes of achieving profit.

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Section 101 

Qualified investors’ funds 

(1) A qualified investor fund may only be 

(a) a mutual fund, 

(b) a trust (in Czech “svěřenský fond”), 

(c) a limited partnership (in Czech “komanditní společnost”), 

(d) a limited liability company (in Czech “společnost s ručením omezeným”), (e) a joint-stock company, 

(f) a European company (in Czech “evropská společnost”), or 

(g) a cooperative (in Czech “družstvo”). 

(2) However, a qualified investors’ fund investing as a money market fund may only be an open ended mutual fund or a joint-stock company with variable capital. 

Chapter 2 

Mutual fund 

Subchapter 1 

General provisions 

Section 102 

(1) A mutual fund consists of a fortune. The right of ownership to the assets in a mutual fund  belongs jointly to unitholders in a portion according to the value of unit certificates owned by them.  None of the unitholders may however request a separation of the assets in a mutual fund, apportionment of a mutual fund or dissolution of a mutual fund. The provisions of the Civil Code concerning co ownership do not apply. 

(2) The rights of ownership to the assets in a mutual fund are exercised by the manager in its  own name and on the account of the mutual fund. 

(3) Unitholders shall not be liable to creditors for debts in the mutual fund. 

(4) The claims corresponding to the mutual fund’s debts shall be satisfied by the mutual fund’s  assets. 

Section 103 

The mutual fund has no legal personality. 

Section 104 

A mutual fund must have its own designation. The designation must differentiate the mutual  fund from another mutual fund. The designation must not be misleading. 

Section 105 

If a legal regulation or a legal act requires information about the owner, the information about  all unitholders will be replaced by the designation of a mutual fund and by information necessary for  the identification of the manager of this mutual fund. 

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Creation, incorporationand wind up of the mutual fund 

Section 106 

(1) The founders shall create a mutual fund, if they agree on the contents of the statute of a  mutual fund with a person who is to become its manager. 

(2) A mutual fund may also be created by a unilateral legal act, adopting the statute of a mutual fund, of a person, who is to become its manager. 

(3) A legal act concerning the creation of a mutual fund requires a written form, otherwise it is  invalid; a court will take the invalidity into account even without an application.  

Section 108 

(1) The mutual fund shall be incorporated as of the day of registration in the register of mutual  funds kept by the CNB. The mutual fund is wound up as of the day of expungement from this register.  

(2) The application for registration of a unit certificate in the register of mutual funds is to be  filed by a person who is to become its manager. The application for expungement of a mutual fund files  the liquidator, the manager of a mutual fund, or a person with a legitimate interest.  

(3) After the incorporation of the mutual fund, the founding legal act must not be declared  invalid and the registration in the register of mutual funds must not be cancelled for this reason.  

List of unitholders 

Section 109 

(1) The administrator of a mutual fund maintains a list of unitholders of the mutual fund. If the  book-entry units are issued, the statute may determine that a list of unitholders is replaced by the records  of book-entry units.  

(2) A list of unitholders contains entries on the designation of the type of a unit, a name and  domicile or a name and registered office of a unitholder, number of bank account kept with a person  authorised to provide banking services in a state which is full member of the Organisation for Economic  Co-operation and Development, a designation of a unit and a change of the entries. A list of unitholders  contains a designation of the form in case of a certificated (in physical form) unit as a security.  

Section 110 

(1) A unitholder is presumed to be the person registered in the list of unitholders.  

(2) The administrator will enter a new owner in the list of unitholders without undue delay, after  the change in the person of the owner is notified to the administrator. 

Section 111 

(1) The information entered in the list of unitholders may be used by an administrator only for  the purposes of an administration of a mutual fund. Information entered in the list of unitholders may  be used for other purposes only with consent of the concerned unitholders. 

(2) If a unitholder ceases to be a unitholder, the administrator will delete him from the list of  unitholders without undue delay.

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Section 112 

Equal treatment 

(1) The manager and the administrator of the mutual fund shall treat all unitholders under the  same conditions in the same manner. 

(2) Legal acts whose purpose is to provide an unreasonable advantage to any unitholder to the  detriment of the mutual fund will not be taken into consideration, unless this Act provides for otherwise,  or if it would be detrimental to third parties who relied on such legal acts in good faith. 

Section 113 

Assembly of unitholders 

(1) An assembly of unitholders shall be established if the statute of the mutual fund so provides,  it shall also set down the scope of the assembly and rules for decision making. 

(2) The provisions of the Civil Code on the invalidity of a resolution of the membership meeting  of an association shall apply to a resolution of the assembly of unitholders mutatis mutandis. 

Section 114 

Bookkeeping 

Bookkeeping concerning the assets relations of a mutual fund, as well as other facts, will be  maintained in such a manner that it allows the execution of financial statement for every individual  mutual fund. 

Unit certificates 

Section 115 

A unit certificate is a security or a book-entry security representing a share of a unitholder in a  mutual fund to which the rights of a unitholder ensuing from this Act or from the statute of the mutual  fund are attached. 

Section 116 

(1) Financial means or things whose value can be expressed in monetary terms are collected into  a mutual fund by issuing unit certificates. 

(2) Provisions, on the valuation of non-monetary contributions with respect to a joint-stock  company, of an act governing the legal relations of commercial companies and cooperatives apply to  the evaluation of a thing whose value can be expressed in monetary terms mutatis mutandis. 

Section 117 

(1) The unit certificate shall contain at least: 

(a) a designation “unit certificate” (in Czech “podílový list”), 

(b) information necessary to identify the mutual fund, 

(c) a nominal value, including the indication of a currency, in which the nominal value is expressed,  or information about the fact that the unit certificate is without nominal value, 

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(d) information on the type of the unit certificate, or by way of a reference to the statute,  (e) designation of a form of the unit certificate, unless the unit certificate is issued as a book-entry  security, and 

(f) a numerical designation of the unit certificate, unless the unit certificate was issued as a book-entry  security. 

(2) A unit certificate in a certificated form may only be in the form of an order instrument or a  registered security. 

(3) It is sufficient for book-entry securities, if the information referred to in Subsection (1) may  be ascertained from the relevant register of book-entry securities.  

(4) If a global unit certificate has been issued, such a global unit certificate further contains  information on how many unit certificates and what kind of unit certificates it replaces.  

Section 118 

Nominal value of the unit certificates issued by the same mutual fund may be expressed in  various currencies, if, at the same time, the statute of a mutual fund defines the relevant currencies. 

Section 119 

For the transfer of a unit certificate in certified form to take effect towards the administrator of  a mutual fund, a notification of a change in the person of a unitholder to the administrator and submission  of the unit certificate to the administrator is required. 

Section 120 

(1) Unit certificates to which the same rights are attached form one type. 

(2) To unit certificates may be attached, in particular, a right to  

(a) a different, fixed or subordinate share in profit or in liquidation value, 

(b) a payment of the advance on profit, 

(c) a lower payment charged in the case that the productivity of a mutual fund exceeds a determined  indicator (benchmark), against which the productivity is compared, or  

(d) a lower deduction for redemption if the right of redemption is attached to a unit certificate. 

(3) The manager of a mutual fund decides on the payment of the advance on profit. Advance on  a profit share may be paid only if it results from reasonably diligent deliberation that the mutual fund  has or will have enough means for the distribution of profit. 

Section 121 

(1) Special rights and their content shall be determined in the statute of a mutual fund. In the  case of any doubt about their content, a court may, upon an application of the unitholder of a mutual  fund, 

(a) decide what special right is attached to the unit certificate if it is apparent from the circumstances  that such a right expresses the will contained in the statute or closest to such will in term of content,  or  

(b) decide that the unit certificate is a mutual certificate with which no special right is attached, if it is  not possible to proceed under Subsection (a).

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(2) The procedure referred to in Subsection (1) is a procedure under Section 83 (2) (d) the Code  of Civil Procedure. 

(3) The parties to the proceedings are a claimant, a manager of this mutual fund and the one  whose name or typical feature of its name contains the designation of this mutual fund. 

Change of the type or form of unit certificates and the exclusion of unit certificates from  trading on a European regulated market 

Section 122 

An administrator shall notify the unitholders, without undue delay, in the manner specified in  the mutual fund's statute, about the day on which the change of the type or form of unit certificates was  registered in the list of unitholders, 

Section 123 

(1) If a decision on the change of the type or the form of unit certificates or on the elimination  of unit certificates from trading on a European regulated market has been made, it is possible to 

(a) redeem these unit certificates only without deduction; However, an amount equal to the efficiently  incurred costs connected with the redemption of a unit certificate can be deducted, and (b) issue new unit certificates and determine a time-limit to submit the unit certificates for the exchange  only after this change is entered in the list of unitholders. 

(2) Provisions of an act regulating legal relations of commercial companies and cooperatives, regarding the reduction of the nominal value of shares apply mutatis mutandis to the procedure of the  exchange of unit certificates for unit certificates of a different type or form

Section 124 

(1) If it has been decided on the change of the type or form of unit certificates issued by a closed end mutual fund or on the exclusion of unit certificates issued by a closed-end mutual fund from trading  on a European regulated market, the manager makes a public offer of a contract for the redemption of  unit certificates on the account of the mutual fund with respect to these unit certificates within 30 days  from the day of registration of the change of the type or form of unit certificates in the list of unitholders  or from the day of exclusion of unit certificates from trading on a European regulated market. 

(2) The redemption of unit certificates issued by a closed-end mutual fund, if it was decided  according to Subsection (1) in such a way, that is different from the public offer of a contract according  to Subsection (1), is prohibited.  

(3) Subsections (1) and (2) do not apply if the redemption concerns 

(a) less than 100 persons, 

(b) unit certificates whose aggregate nominal value does not exceed 1 % of the fund 's capital of this  fund, or 

(c) units certificates traded exclusively on a European regulated market in case of a decision to change  the type or form of unit certificates. 

(4) The public offer of a contract according to Subsection (1) cannot be revoked once it has been  made. The public offer can be changed only if the possibility of such a change is explicitly stated in its  conditions or if it will be preferable for the persons interested in such a public offer; such changes will  be reflected in all contracts already concluded on the basis of this public offer.

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Section 125 

(1) The public offer of a contract according to Section 124 (1) must be addressed to the persons  that were, as of the day of the assembly of unitholders, the owners of the unit certificates, to which the  decision on the change of type, form or exclusion relates, and who did not vote in favour of this decision. 

(2) If the assembly of unitholders has not voted on the change of type, form or exclusion, the  public offer of a contract must be addressed to all persons that were, until the registration of the change  of type or form of unit certificates or the elimination of unit certificates from trading on a European  regulated market in the list of unitholders, the owners of the unit certificates, to which the decision on  the change of type, form or elimination relates. 

Section 126 

(1) The authorised person referred to in Section 125 may waive his rights to redeem unit  certificates.  

(2) The waiver of rights under Subsection (1) shall be in a written form with an officially  certified signature and shall have effect also on any further acquirer of such unit certificate. 

Section 127 

In case of the change of the type or form of a unit certificate, the rights attached to this type or  form of the unit certificate are changed when the change of the statute of the mutual fund takes effect  regardless of the time of exchange of the unit certificates. 

Subchapter 2 

Open-ended mutual fund 

Section 128 

(1) A unit certificate issued by an open-ended mutual fund shall be linked to the right of the  unitholder to redeem it on behalf of the fund. 

(2) A number of unit certficates issued by an open-ended mutual fund is not limited. Section 129 

The designation of the open-ended mutual fund includes the words “open-ended mutual fund”  (in Czech “otevřený podílový fond”). 

Section 130 

Issuing of participation certificates 

(1) The administrator of an open-enden mutual fund ensures issuing of a unit certificate for the  amount which equals its current value announced as of the decisive day determined in the statute; this  amount can be raised by an additional fee whose amount is stated in the statute.  

(2) The administrator of an open-ended mutual fund may, for the maximum period of three  months from the day when the manager has commenced issuing the unit certificates of this fund, ensure  their issuing for the amount, which equals their nominal value or for the amount referred to in the statute,  in case of the unit certificates without nominal value; this amount can be raised by an additional fee  stated in the statute. 

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(3) The unit certificate cannot be issued until the amount according to Subsection (1) and (2) is  paid at the monetary account the depository or the manager has opened for this fundor until a non monetary consideration is provided in the amount equal in value to the amount according to Subsection  (1) and (2). 

(4) The unit certificate may be issued other than pursuant to Subsection (3) only if it has been  requested by a person who is a professional client pursuant to Section 2a (1) (a) to (h) of a law regulating  the capital market business or a similar person under the law of another Member State, in the form of  an irrevocable commitment to subscribe for a unit certificate and to pay the amount referred to in  Subsection (1) or (2) to the account set up for the fund by its depository or manager within the time limit  set by the statute. 

Redemption of unit certificates 

Section 131 

The administrator of an open-ended mutual fund ensures the redemption of a unit certificate of  this fund for the amount which equals its current value for the day as of which he received an application  of a unitholder for redemption of the unit certificate; this amount may be reduced by deduction stated in  the statute. Unit certificates cease to exist upon redemption. 

Section 132 

(1) The administrator of an open-ended mutual fund shall ensure redemption of unit certificates  of this fund on the account of this mutual fund no later than until 

(a) 2 weeks, in case of a UCITS fund, 

(b) 1 month in case of a retail AIF that does not invest in real estate or in shareholdings in a real estate  company, 

(c) 1 year in case of a qualified investors’ fund not investing in real estate or in shareholdings in a real  estate company, and  

(d) 2 years, in case of an investment fund investing in real estate or in shareholdings in a real estate  company. 

(2) The application for redemption of a unit certificate issued by an open-ended mutual fund  may be submitted at any time. The administrator of an open-ended mutual fund ensures publication of  the earliest time-limit for redemption of the unit certificates of this fund on the website of this fund. The  administrator of an open-ended mutual fund ensures, within this time-limit, redemption of all unit  certificates of this fund, for the redemption of which the unitholders submitted an application in the last  period of time from the last time-limit for redemption of unit certificates of this fund. 

(3) For the period of time referred to in the statute of the open-ended mutual fund which is a  special fund investing in real estate or in shareholdings in real estate companies, during which the fund  does not observe investment limits according to a government regulation on investing of investment  funds, however, up to three years from the day when the mutual fund was incorporated, the unit  certificates issued by this fund are not being redeemed.  

(4) During the period specified in the statute of an open-ended mutual fund, which is a qualified  investors’ fund, but no later than 5 years from the date on which the mutual fund was created, the unit  certificates issued by this fund shall not be redeemed.

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Section 133 

For the period of time during which the administrator of an open-ended mutual fund ensures  issuing unit certificates of this fund for the amount, which equals its nominal value, or for the amount  referred to in the statute, in case of unit certificates without nominal value, the administrator ensures  redemption of unit certificates of this fund for the same amount for which it ensures their issuing 

Suspension of issuing or redeeming unit certificates 

Section 134 

(1) A manager may decide on the suspension of issuing and redeeming unit certificates of an  open-ended mutual fund only, 

(a) if it is necessary due to protection of rights or unitholders’ interests protected by law, or (b) for as long as necessary for the operational reasons, in particular in relation to the activities related  to the financial statement. 

(2) The manager of a feeder fund may also decide on the suspension of issuing or redeeming of  unit certificates of an open-ended mutual fund, if issuing and redeeming securities or book-entry  securities issued by the master fund is suspended (Section 245).  

(3) The manager will produce a record of its decision according to Subsection (1) or (2), in  which the manager includes  

(a) a date and the exact time of its decision, 

(b) reasons for the suspension of issuing or redeeming the unit certificates, 

(c) whether it has decided that the suspension also applies to unit certificates of whose issuance or  redemption was requested prior the moment referred to in point (e) and of which no consideration  has yet been paid for the redemption or the issuance of unit certificates, 

(d) whether, following the resumption of the issuing or rederming of unit certificates,it will proceed  according to Section 139 (1) (a) point 1. or point 2. or pursuant to Section 139 (1) (b) eventually,  how it will proceed in the case of a decision under Subsection (2), 

(e) a moment from which the issuing and redeeming is suspended, and  

(f) the period for which the issuing and redeeming of unit certificates is suspended. Section 135 

(1) Issuance or redemption of unit certificates of an open-ended mutual fund shall be suspended  from the moment specified in the record pursuant to Section 134 (3) (e). 

(2) From the moment specified in the record pursuant to Section 134 (3) (e) until the date of  resumption of issuing or redeeming of unit certificates pursuant to Section 141, it is not possible to issue  or redeem the unit certificate of this fund, except for the unit certificates for which the issuance or  redemption was requested before the moment mentioned in the record pursuant to Section 134 (3) (e) 

and which have not yet been issued or paid the consideration for redemption. This exemption shall not  apply if the manager has decided that the decision to suspend the issuance or redemption also applies to  such unit certificates. 

Section 136 

(1) The period of time for which the issuing or redeeming of unit certificates is suspended shall  not exceed 3 months.

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(2) The statute of an open-ended mutual fund investing in real estate or in shareholdings in a  real estate company may determine the period of time for issuing and redeeming unit certificates  differently; it is prohibited to set forth a period of time longer than 2 years. 

(3) The statute of an open-ended mutual fund, which is a qualified investors’ fund, may, by way  of derogation, set a time limit for the suspension of issuing or redeeming of units; it is prohibited to set  a time limit for longer than 2 years. 

Section 137 

(1) The administrator of an open-ended mutual fund shall, without undue delay, after the  production of a record referred to in Section 134 (3), ensure the publication of this record on the website  of the fund. 

(2) The manager who has decided to suspend the issuing or redeeming of unit certificates shall  send, without undue delay, the record of such decision to the supervisory authorities of other EU member  states in which the unit certificates of this mutual fund are publicly marketed. The record shall include,  in particular, the measures taken and further facts intended to remove the reasons for suspending the  issuance or redemption of unit certificates. 

Section 138 

(1) The administrator of an open-ended mutual fund shall ensure, without undue delay after the notification of a decision of the CNB on cancellation of the decision of a manager on suspension of  issuing and redeeming unit certificates, the publication of this decision on the website of this fund. 

(2) The administrator of the open-ended mutual fund shall, without undue delay after the  notification of the interim measure that has an impact on suspension of issuing and redeeming the unit  certificates, the publication of this interim measure on the website of this fund. 

Section 139 

(1) If the issuing or redeeming of unit certificates was restored pursuant to Section 141 (a), then  the administrator 

(a) without undue delay after the date referred to in Section 141 (a) ensures the issuing and redeeming of all unit certificates in respect of which the issuing or redeeminghas been requested and for which  no consideration has been paid for the redeeming or issuing of unit certificates of shares for an  amount equal to  

1. an amount equal to their current value as at the date of the submission of application, or 2. the first current value determined as of the date of renewal of issuing or redeeming of unit  certificates pursuant to Section 141 (a); in such a case, shall not calculate the current value of the  unit certificates during the suspension period, or 

(b) the application for the issuing or redeeming of unit certificates, for which no consideration has been  paid for the redeeming or the issuing of unit certificates, shall not take into account and the persons  submitting such an applicationshall, without undue delay after the day pursuant to Section 141 (a), invite them to re-submit their application if their interest persists. 

(2) If the CNB has canceled the decision to suspend the issuing or redeeming of unit certificates,  the administrator shall, without undue delay after the day pursuant to Section 141 (b) ensure the issuance and redemption of all unit certificates whose issuance or the redemption the unitholders have applied,  and for which the consideration for the issuing or redeeming of unit certificates has not been paid, for  an amount equal to their current value as of the date of the submission of an application.

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(3) If the issuing or redeeming of securities or book-entry securities issued by the master fund has been restored, the procedure specified in the record pursuant to Section 134 (3) (d). 

Section 140 

(1) A unitholder does not have a right to late payment interest for the period of time of  suspension of issuing or redeeming the unit certificates of an open-ended mutual fund; this does not  apply  

(a) if the administrator of the open-ended mutual fund is in default with payment of consideration for redemption as of the day of suspension, or  

(b) if the CNB has canceled the decision on suspension of issuing or redeeming the unit certificates  and the consideration for the redemption has not been paid to the unitholder. 

(2) The manager and the administrator of an open-ended mutual fund shall be obliged to pay the late payment interest according to Subsection (1) jointly and severally. 

Section 141 

The date of resumption of the issuing or redeeming of the unit certificates is 

(a) the day following the day on which the period of time, for which the issuing or redeeming of unit  certificates was suspended, expired, 

(b) the day when the decision of the CNB cancelling the decision of the manager of an open-ended  mutual fund on suspension of issuing or redeeming of unit certificates, becomes effective, or (c) the day following the day on which the period of time, for which the issuing or redeeming of  securities or book-entry securities issued by a master fund was suspended, expired. 

Subchapter 3 

Closed-ended mutual fund 

Section 142 

A unit certificate issued by a closed-ended mutual fund does not carry the right of the unitholder  to redeem it for the fund's account. 

Section 143 

The designation of the closed-ended mutual fund includes the words “closed-ended mutual  fund” (in Czech “uzavřený podílový fond”). 

Section 144 

If the manager of a closed-ended mutual fund created for a definite period of time, does not  decide until the expiration of this period of time, whether the mutual fund enters into liquidation or  transforms into an open-ended mutual fund or a joint stock company with variable capital, the mutual  fund enters into liquidation after the expiration of this period of time.  

Section 145 

Issuance of unit certificates 

(1) Section 130 shall apply mutatis mutandis to the issuance of unit certificates by a closed ended mutual fund.

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(2) A closed-ended mutual fund may not issue or have issued unit certificates that do not have  a nominal value. 

Section 146 

Granting of right to redemption of unit certificates in statute 

(1) The statute of a closed-ended mutual fund may determine that the unitholder has, during the  existence of the closed-ended mutual fund, a right of redemption of a unit certificate on the account of  this mutual fund within the fixed periods of time, longer than one year. The statute of a closed-ended  mutual fund, that is a retail investment fund, created for an indefinite period of time or for a definite  period of time longer than ten years, enables the unitholders the redemption of the unit certificates owned  by them after ten years day from the date of incorporation of the fund and further in the period of time,  that is longer than 1 year, referred to in the statute, however at least each ten years; otherwise, after the  expiration of ten years from the incorporation of the fund, the unitholder has a right of redemption of  their unit certificates on the account of the mutual fund. 

(2) Sections 131 to 141 applies mutatis mutandis to redemption of unit certificates of a closed ended mutual fund.  

Section 147 

(1) If a court decides in the case of a closed-ended mutual fund pursuant to Section 121 (1) (b),  the owner of the unit certificate on whose type has been decided, may require that the manager of the  mutual fund redeem for an appropriate price the unit certificate on the account of the mutual fund, within  one month from the day when the decision of the court has taken legal effect, unless there has been a  doubt as to the contents of a special right attached to the unit certificate and such doubt has already been obvious at the time when the unitholder received the unit certificate. The manager purchases the unit  certificate from the entitled owner within 15 working days from the date on which an offer for a contract  was delivered to him. 

(2) If a manager fails to comply with the obligation laid down in Subsection (1), the entitled  owner of the unit certificates has a right to demand before the court the conclusion of a contract with the  manager on sale of unit certificates or request the compensation for harm within a period of 6 months  from the date on which the manager received the offer for a contract referred to in Subsection (1). 

Chapter 3 

Trust 

Section 148 

(1) An investment fund is created as a trust on the basis of a contract; the trust may not be created  by way of making another legal act. The trust may not be created by separation of the assets from a retail  investment fund. Legal acts concerning the creation of an investment fund as a trust require a written  form, otherwise such acts are invalid; court takes such invalidity into account of its own motion. 

(2) An investment fund created as a trust may have more founders. If the investment fund created  as a trust has more founders, they adopt a decision by mutual agreement, if the statute of the trust does  not provide that only one of them decides or that the decision is adopted in another way. 

(3) A trust shall be incorporated as an investment fund as of the day of registration in the relevant  register kept by the CNB. After the incorporation of a trust as an investment fund, the founding legal act  of such investment fund may not be declared invalid and the registration in the register of investment  funds having the form of a trust may not be cancelled for this reason.

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(4) Section 114 shall apply mutatis mutandis to an investment fund as a trust. 

Section 149 

Section 1452 of the Civil Code does not apply to an investment fund as a trust. Where the Civil  Code uses the term “trust statute” (in Czech “statut svěřenského fondu”), it means in relation to an  investment fund as a trust the statute of this fund.  

Trustee 

Section 150 

(1) The investment fund as a trust has one investment trustee. 

(2) Only a person, who is according to this Act authorised to manage such investment fund, may  be the investment trustee.  

(3) Subsection (1) is without prejudice to the provisions of this Act concerning the delegation  of the performance of an individual activity, included in the management of an investment fund, to  another. 

(4) Section 1454 of the Civil Code does not apply to an investment fund as a trust.  Section 151 

Under the conditions determined by this Act, a management company may be a trustee of a  trust, which is not an investment fund. 

Supervision over administration 

Section 152 

(1) Supervision of a maintenance of the trust, which is an investment fund, is performed by the  fund manager. 

(2) Section 150 (3) shall apply mutatis mutandis. 

Section 153 

Section 1465 of the Civil Code does not apply to an investment fund as a trust.

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Chapter 4 

Joint-stock company with variable capital 

Subchapter 1 

Basic provisions 

Section 154 

(1) A joint stock company with variable capital is a joint stock company which issues shares  with which the right of the shareholder is connected to their purchase on behalf of the company and  whose business name contains the designation “investment fund with variable capital” (in Czech  “investiční fond s proměnným základním kapitálem”) which may be replaced by an abbreviation  “SICAV” (in Czech “SICAV”). 

(2) A joint stock company with variable capital may only be an investment fund. 

Section 155 

Registered capital 

(1) The registered capital of a joint stock company with variable capital shall be equal to its fund  capital. The amount contributed by way of subscription of founders’ shares is entered as registered  capital in the Commercial Register (entered registered capital); the entered registered capital shall be  inscribed in the articles of association instead of the registered capital. 

(2) The amount of the entered registered capital of a joint stock company with variable capital  is at least CZK 1 or EUR 1; the provisions of Section 246 (2) of the act regulating legal relations of  commercial companies and cooperatives shall not apply to the registered capital of a joint stock company with variable capital. 

Section 156 

Content of the articles of association 

(1) The articles of association of a joint stock company with variable capital further contain 

(a) the information whether the company may create sub-funds, 

(b) the manner of determining remuneration for its management and administration as an investment  fund,  

(c) the determination of the types of costs that may arise in connection with the performance of its management and its administration as an investment fund, 

(d) principles of asset management and the rules governing payment of profit shares,  (e) the manner of determining the actual value of investment shares and the frequency of such  determining,  

(f) procedures and conditions for the issuing and redeeming of investment shares, (g) the determination of the lowest and highest limit of registered capital in which the company issue  and redeem investment shares, and  

(h) the manner of notifying the intention of any of the owners of founders’ shares to transfer such shares [Section 160 (1)].

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(2) If the articles of association allow the possibility of creating sub-funds, it shall also determine  the rules for their creation and the rules for the reimbursement of costs that may arise in connection with  performance of their management and administration. 

(3) The provisions of the act regulating legal relations of commercial companies and  cooperatives shall not apply to the stating of the number of shares and the total number of votes in the  company in articles of association shall not apply to a joint stock company with variable capital. 

Section 157 

(1) The provisions of the act regulating legal relations of commercial companies and  cooperatives concerning the nominal value and provisions concerning the subscription and acquisition  of own shares, financial assistance, issue price and share premium and concerning issuance of option  certificates do not apply to a joint stock company with variable capital.  

(2) A joint stock company with variable capital, whose general meeting has decided to exclude  investment shares from trading on a European regulated market, does not have to make a public offer of  a contract. 

(3) A joint stock company with variable capital does not have to constitute a reserve fund. Subchapter 2 

Founders’ shares and investment shares 

Section 158 

(1) A joint stock company with variable capital issues shares as shares without nominal value. 

(2) The founders’ shares of a joint stock company with variable capital are shares subscribed by  the founders of the joint stock company; the founders’ shares remain to be also those founders’ shares  subscribed by another person than the owner of the founders’ shares as none of these owners have  exercised their pre-emption right according to Section 160, and the founders’ shares acquired by another  person than the owner of the founder shares as none of these owners have exercised their pre-emption  right for subscription of new founders’ shares according to Section 161. 

(3) Other shares of a joint stock company with variable capital are investment shares. 

(4) Founders’ share contains designation that it is a founders’ share; investment share contains  designation that it is an investment share and information from which it emerges whether it is a share  with a voting right. 

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Founders’ shares 

Section 159 

(1) A right of redemption of founders’ share on the account of the company or any other special  right may not be attached to founders’ share.  

(2) The founders’ share must not be accepted for trading on the European regulated market or  other public market.  

(3) Provisions of an act regulating legal relations of commercial companies and cooperatives concerning the change in the amount of registered capital of a joint stock company and concerning  decision making of the general meeting in relation to the change in the amount of registered capital of a  joint stock company apply to the joint stock company with variable capital only in relation to the entered  registered capital and founders’ shares. 

Section 160 

(1) If any of the owners of founders’ shares intends to transfer their founders’ shares, the other  owners of the founders’ shares have a pre-emptive right related to these shares for six months after it  has been announced to them, unless the owner of the founders’ shares transfers the founders’ shares to  another owner of founders’ shares. If it is not agreed upon in the articles of association as to how the  owners of founders’ shares exercise the pre-emption right, they have a right to redeem the founders’  shares proportionately according to the size of their shares.  

(2) The owners of the founders’ shares have a pre-emptive right even if an owner of the  founders’ shares tranfers the founders’ shares free of charge; in such a case, the owners of the founders’  shares have a right to redeem the founders’ share for a regular price. This also applies in other cases of  a statutory pre-emptive right.  

Section 161 

Each of the owners of founders’ shares has a pre-emptive right to subscribe part of new  founders’ share to the extent of their shares. Unless the articles of association provide otherwise, each  of the owner of founders’ shares has a pre-emptive right to subscribe those founders’ shares that, in  accordance with the law, have not yet been subscribed by another shareholder. Sections 485 to 490 of  an act regulating legal relations of business companies and cooperative apply by analogy to the rest. 

Further, Section 485 to 490 of the act regulating legal relations of commercial companies and  cooperatives shall apply mutatis mutandis. 

Investment shares 

Section 162 

(1) A right of redemption is attached to an investment share at the request of its owner on the  account of the company or sub-fund to which it was issued. Investment shares cease to exist by  redemption. 

(2) If a law requires voting by the types of shares at the general meeting, the owner of an  investment share without voting rights is entitled to vote at the general meeting.  

(3) Unless otherwise provded in the articles of association, the voting right is not attached to the  investment share.

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Section 163 

(1) The investment shares shall be subscribed on the basis of a public call for their subscription. 

(2) Sections 130 to 140 apply to the issuing and redeeming of investment shares mutatis  mutandis. 

(3) The day of restoration of issuing or redeeming investment shares is 

(a) the day following the day on which the period of time, for which the issuing and redeeming of  investment shares was suspended, has expired,  

(b) the day on which the decision of the CNB cancelling the decision on suspension of issuing or  redeeming investment shares has taken legal effect, or  

(c) the day following the day on which the period of time, for which the issuing or redeeming of  securities or book-entry securitites issued by a master fund was suspended, has expired.  

(4) The manager of an investment fund which is a joint stock company with variable capital  shall, in case of reaching the lowest or highest limit of the range mentioned in Section 156 (1) (g), take  the necessary measures to remedy the situation without undue delay or decide on dissolution of the fund.  An effective measure may be a decision to suspend issuing or redeeming of investment shares whilr 

Subsection (3) and Sections 131 to 140 apply mutatis mutandis. 

Fortune of a joint stock company with variable capital that does not create sub-funds Section 164 

(1) A joint stock company with variable capital that does not create sub-funds separates, from  an accounting and property perspective, the assets and the debts of its investment activity from its other  fortune. 

(2) Only the assets of this investment activity may be used to satisfy a creditor or shareholder's  claim on a joint stock company with variable capital that does not create sub-funds and such claim has  arisen from the company’s investment activity. Assets from the investment activity of this company can  not be used to meet a debt that is not the debt that has arisen from the company’s investment activity. 

(3) The rights of a shareholder to participate in profit and liquidation value as well as other  property rights associated with the investment share of a joint stock company with variable capital that  does not create sub-funds relate only to assets and debts arising from the investment activity of that  company. This is without prejudice to such a company issuing different types of investment shares under  the conditions laid down by the act regulating legal relations of commercial companies and cooperatives. 

Section 164a 

A joint stock company with variable capital that has not yet created sub-funds may use the assets  and debts of its investment activity to create one or more sub funds if its articles of association allows sub-funds to be created.

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Subchapter 3 

Sub-funds 

Section 165 

Fortune of a joint stock company that creates sub-funds 

(1) A joint stock company with variable capital may create sub-funds, if the articles of  association so provides. A sub-fund is, from an accounting and property perspective, a part separated  from the fortune of the joint stock company. Bookkeeping concerning the assets relations of a sub-fund,  as well as other facts, will be maintained in such a manner that it allows the execution of financial  statement for every individual mutual fund.  

(2) A joint stock company with variable capital includes in the sub-fund or sub-funds the assets  and debts from its activity. If the joint stock company with variable capital does not also include in the  sub-fund or sub-funds the assets and debts that are not part of the assets and debts of this company from  investment activity, such assets and debts do not form a sub-fund.  

(3) A sub-fund has its own investment strategy, unless the articles of association provides  otherwise.  

(4) To satisfy a claim of a creditor or a shareholder of the joint stock company with variable  capital that has arisen in relation to the performing an investment strategy of such company within a  particular sub-fund, only the assets in such a sub-fund can be used.  

(5) Information on whether a joint stock company may create sub-funds shall also be entered in  the Commercial register. 

Section 166 

The designation of a sub-fund must contain a typical feature of a business name of a joint stock  company with variable capital and the word “sub-fund” (in Czech “podfond”), or otherwise express its  characteristics of the sub-fund. 

Section 167 

Investment shares in case of a sub-fund 

(1) A joint-stock company with variable capital shall issue, for each sub-fund, investment shares  representing equal share in the sub-fund's fund capital. A right to share in the profit ensuing only from  the financial performance of this sub-fund and right to a liquidation value ensuing only upon wind up  of this sub-fund with liquidation are attached to the investment shares issued by the sub-fund. This does  not preclude, however, the joint stock company from issuing different types of investments shares for  the same sub-fund under conditions provided for by an act regulating legal relations of business  companies and cooperatives. 

(2) Investment shares for the sub-fund cannot be issued until the necessary information for  identification of the sub-fund are registered in the particular register maintained by the CNB.  

(3) An investment share referred to in Subsection (1) contains the designation of the sub-fund  to which the rights defined in Subsection (1) relates, or other special rights attached to it. 

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(4) The articles of association may provide that only the owners of investment shares issued  with respect to this sub-fund vote on the matters, which relate only to this sub-fund and do not have a  significant impact on other sub-funds, while it is of no relevance whether they are the owners of shares  with voting rights. In such a case, the articles of association defines these matters in detail.  

Section 168 

If another legal regulation or a legal act requires information necessary for the identification of  an owner, the designation of the sub-fund and information about investment fund of the concerned sub fund shall be provide 

Section 169 

Statute and key investor information document 

(1) Each sub-fund must have a statute. The statute of the sub-fund may be incorporated into the  investment fund's statute unless it reduces the clarity of the statute for investors. 

(2) The key investor information document of the retail investment fund, whose articles of  association allows the creation of a sub-fund, is made for each sub-fund. 

Section 169a 

Where this Act uses the term “investment fund”, “retail investment fund” or “qualified  investors’ fund”, it shall mean, in the case of an investment fund that creates sub-funds, an investment  fund’s sub-fund, unless otherwise provided by this Act.” 

Chapter 5 

Limited partnership on investment certificates 

Section 170 

(1) Limited partnership on investment certificates is a limited partnership company where only  one partner is liable for debts of the company in an unlimited way (hereinafter referred to as “general  partner”) and at least one partner is not liable for debts of the company (hereinafter referred to as  “limited partner”). The shares of limited partners are represented by investment certificates. 

(2) The business name contains the designation “limited partnership on investment certificates” (in Czech “komanditní společnost na investiční listy”), which can be replaced by the abbreviation “kom.  spol. na invest. listy” or “k. s. i. l.”. 

(3) The limited partnership on investment certificates may only be an investment fund or a  person according to Section 15 (1). 

Section 171 

Types of shares 

(1) A memorandum of association may allow the creation of more types of shares. Investment  certificates that represent shares with equal rights and obligations form one kind. Investment certificate  that represents a share with no special rights or obligations is a basic investment certificate. 

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(2) A memorandum of association may stipulate that the limited partner may own multiple  shares, including shares of various types. If the memorandum of association allows the creation of more  shares for one limited partner, the company may issue an investment certificate for each share or issue  a global unit certificate; a memorandum of association also includes the designation of the investment  certificate that represents the share. 

(3) Various types of shares, special rights and obligations and their content shall be determined  in the memorandum of association. 

(4) If the memorandum of association of a limited partnership on investment certificates  includes different types of shares, there shall be entered, at least by way of a reference to the  memorandum of association included in the Collection of instruments of the Commercial register, into  the Commercial register the information on the type of share and a description of the rights and  obligations attached thereto. The information about limited partners, in relation to the limited partnership  on investment certificates, shall not be entered into the Commercial register.The Court, which maintains  the Commercial register, shall also disclose to the public the data on the limited partners contained in  the memorandum of association of a limited partnership on investment certificates, included in the  Collection of instruments of the Commercial register. Only a person with a legitimate interest may  receive a copy of the memorandum of association, including the details of the limited partners, except  where the special legal regulation provides otherwise.  

(5) In the event of any doubt about the content of a special right or about the content of special  obligation attached to an investment certificate, Section 121 and 147 shall apply mutatis mutandis. 

Investment certificate 

Section 172 

(1) An investment certificate is a certificated security to order that contains at least  

(a) the designation “investment certificate” (in Czech “investiční list”), 

(b) the information necessary to identify the company, 

(c) the information necessary to identify a limited partner

(d) the amount of a contribution attributable to a share, and the paid-up portion of that contribution at  the date of issue of the investment certificate, and 

(e) the designation of the investment certificate, its number and the signature of the general partner. (2) The investment certificate may not be issued as a book-entry security. 

(3) The limited partnership on investment certificates shall, upon the submission of an  investment certificate, indicate on the investment certificates the actual amount of the paid-up part of  the contribution, if it differs from the data referred to in Subsection (1) (d). 

Section 173 

An investment certificate must not be admitted to trading on a European regulated market or on  any other public market. 

Section 174 

(1) A memorandum of association of a limited partnership on investment certificates may limit,  but not exclude, the transferability of investment certificates. 

(2) Section 210 of the act regulating legal relations of business companies and cooperatives shallalso apply mutatis mutandis to the transfer of the investment certificate.

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Section 175 

(1) If a limited partner or other person is obliged to submit an investment certificate to a limited  partnership on investment certificates, it shall submit it within the period of time stipulated by the  memorandum of association, otherwise within a period of time specified in a written notice of a  liquidator or a general partner

(2) The investment certificates which have not been surrendered within the period of time referred to in Subsection (1), shall be declared invalid by a general partner or a liquidator. A declaration  of invalidity of investment certificates shall be published on the company's website. 

Contributions 

Section 176 

A person, who is supposed to become the general partner, manages the paid-up contributions of  the limited partnership on investment certificates before its incorporation. 

Section 177 

The contribution obligation of a shareholder of a limited partnership on investment certificates  is fulfilled in monies. 

Section 178 

(1) The contribution of a general partner corresponds to 2% of the total contributions of the  founding limited partners, unless the memorandum of association determines that the amount of  contribution of a general partner is different or that the general partner has no contribution duty.  

(2) The contribution of a general partner must be fully paid up before filing an application for  registration of the limited partnership on investment certificates in the Commercial register.  

Special provisions for the decision-making of shareholders  

Section 179 

(1) The decision to amend the memorandum of association, as well as the decision resulting in  amendment of the memorandum of association, requires the approval of the general partner and, unless  the memorandum of association determines a larger majority, the approval of at least a majority of all  limited partners. 

(2) The shareholders may not reserve decision-making on matters which fall according to this  Act or another legal regulation or the memorandum of association within the scope of competence of  another body of the limited partnership on investment certificates. 

Section 180 

Neither the general partner nor the limited partner may exercise the voting rights in the event  that the shareholders are deciding on their expelling, or in other matters, if it is stipulated in this Act or  another legal regulation or the memorandum of association. The votes that may not be exercised are not  taken into account during the decision-making of the shareholders.

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Special provisions on the termination of shareholding of a shareholder 

Section 181 

(1) Limited partners may exclude a general partner from a limited partnership on investment  certificates, but only for reasons referred to in the memorandum of association. 

(2) The exclusion of a general partner must be made in the form of a notarial deed about the  decision of a body of a legal person. 

(3) The exclusion of a general partner must be agreed upon by the majority of at least two-thirds  of the limited partners, unless the memorandum of association stipulates a larger majority. The exclusion  of a general partner is considered to be an amendment of a memorandum of association.  

(4) The exclusion of a general partnerenters into force on the date of entry of another general  partner into the limited partnership. If the entering general partner, who enters upon the amendment of  a memorandum of association, does not enter a limited partnership on investment certificates within the  time limit specified in the decision on the exclusion of the general partner, but not later than 3 months  from the date of adoption of this decision, the limited parthership shall enter, upon expiration of such  time limit, the liquidation. There is no need for the consent of the excluded general partner to the  admission of another general partner

Section 182 

(1) Unless otherwise stipulated in the memorandum of association, the reason for dissolution of  limited partnership on investment certificates is not the extinction of the participation of a limited partner  in the company. 

(2) In case of a death or winding up of a limited partner, the ownership of a share in the limited  partnership on investment certificates of such limited partner transfers to the heir or legal successor. The  memorandum of association may prohibit or restrict the transfer of the investment certificate. 

(3) The limited partner must not withdraw from the limited partnership on the investment  certificates or cancel its participation with a notice, unless the memorandum of association determines  otherwise. 

(4) The withdrawal of a general partner shall be effective on the date of entry of another general  partner into a limited partnership on investment certificates; this also applies to the cancellation with a notice of the participation of a general partner. The withdrawing general parner and the general partner,  who canceled its participation with a notice, has the same responsibilities to the entering general partner  as an excluded general partner

Section 182a 

Submission of the investment certificate 

(1) A limited partner, heir, legal successor or insolvency administrator hand over the investment  certificate to the company without undue delay after the termination of the shareholding of the limited  partner without a legal successor in the company. 

(2) The right to repay the settlement amount or the share in the liquidation value shall arise by  submitting an investment certificate of the limited partnership on investment certificates, otherwise it  also arise by the publication of a declaration of its invalidity pursuant to Section 175 (2).

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(3) The submitted investment certificate shall be destroyed immediately by the limited  partnership on investment certificates or by the liquidator. 

Chapter 6 

Special provisions on limited partnerships 

Section 183 

(1) This chapter does not apply to a limited partnership on investment certificates.  

(2) A limited partnership, which is an investment fund, may have only one general partner. Section 184 

Sections 176 to 180 shall apply mutatis mutandis to a limited partnership which is an investment  fund. 

Some provisions on the termination of the shareholding of a shareholder 

Section 185 

(1) Section 181 applies mutatis mutandis to exclusion of a general partner of the limited  partnership. 

(2) A memorandum of association of a limited partnership, which is an investment fund,  contains information in respect of each of the shareholders with limited liability, which is necessary for  the identification of another shareholder, whom the shareholder with limited liability designated as the  key shareholder [Section 186 (2)], or information that the shareholder with limited liability have not  designated another shareholder for the purposes of its withdrawal.  

Section 186 

(1) A shareholder with limited liability must not withdraw from a limited partnership or  terminate its participation with a notice, unless the memorandum of association determines otherwise.  

(2) A shareholder with limited liability may also withdraw the company, if the shareholding of  a shareholder, whom this shareholder designated in the memorandum of association for the purposes of  its withdrawal as the key shareholder, has terminated. Withdrawal from a limited partnership may be  undertaken only within 10 working days after the day when the shareholding of a shareholder designated  for the purposes of withdrawal as the key shareholder has terminated; later withdrawal will not be taken  into account. 

(3) Withdrawal of the shareholder according to Subsection (1) or (2) is considered to be a change  of the memorandum of association.  

(4) Section 182 (4) applies to the general partner mutatis mutandis.

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TITLE III 

SOME COMMON ISSUES 

Section 187 

Verification of a financial statement 

A financial statement of an investment fund and its sub-funds is verified by the auditor. Section 188 

Investment fund’s promoter 

(1) Investment fund’s promoter is a person that has the right to decide who will be the manager,  administrator and depository of that investment fund, as well as to decide on a change in the person of  the promoter, manager, administrator or depository. 

(2) If the investment fund’s promoter is a legal person, the competent authority for this decision  is the statutory body of that legal person; another body of this legal person otherwise authorised to make  decisions under this Act or another legal regulation does not make decisions in this case. 

(3) If the right to make decisions pursuant to Subsection (1) belongs to the body of investment  fund with legal personality, this fact shall be stated in the statute of that investment fund. 

(4) If there is more than one investment fund’s promoter, they shall take the decisions pursuant  to Subsection (1) by mutual agreement, unless the statute of the investment fund states that only one of  them makes decisions or that the decision is taken differently. 

Section 189 

Statute of investment fund 

Each investment fund must have a statute. The statute of an investment fund is issued and  updated by its manager. 

Calculation of the current value of unit certificates, investment shares and other shares in an  investment fund  

Section 190 

(1) The current value of a unit certificate is a share in the fund capital of a mutual fund allotted  to one unit certificate.  

(2) The basis for calculation of the current value of a unit certificate is the fund capital of a  mutual fund as of the day of calculation of current value. The time resolution of regular costs,  particularly fees referred to in the statute, such as payment for management, administration, performance  of the activity of a depositary, audit and expected tax duty as of the day of calculation of current value,  are to be considered in the fund capital. 

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(3) In case of a unit certificate without nominal value or if all unit certificates have the same  nominal value, the current value of a mutual fund will be determined as the value of the fund capital of  this fund divided by the number of unit certificates issued; otherwise, the current value will be  determined as the value of the fund capital of this fund as of the day of calculation of the current value  divided by the sum of all nominal values of unit certificates in circulation issued by the fund, multiplied  by the relevant nominal value of a unit certificate rounded to a number of decimal places referred to in  the statute. 

(4) If there are special rights attached to a unit certificate, the current value of a unit certificate  will be determined by virtue of the fund capital allotted to the respective types of unit certificates  according to the ratio determined by calculation referred to in the statute.  

(5) The current value of a unit certificate shall be calculated without execution of financial  statement. 

Section 191 

(1) The basis for calculation of the current value of an investment share is the fund capital from the investment activity within the meaning of Section 164 (1) as of the day of calculation of the current  value. The second sentence of Section 190 (2) shall apply mutatis mutandis. 

(2) The current value of an investment share is determined as the value of the fund capital from  the investment activity within the meaning of Section 164 (1) divided by the number of issued shares.  

(3) If an investment fund, which is a joint-stock company with variable capital, creates a sub fund, the current value of an investment share is determined on the basis of the fund capital of the sub fund. 

(4) If there are special rights attached to investment shares issued by the investment fund, the  current value of investment share is determined on the basis of the fund capital of this fund or its sub fund allotted to respective types of investment shares according to the ratio determined by calculation  referred to in the statute.  

(5) Section 190 (5) shall apply mutatis mutandis to an investment share. 

(6) For the purposes of this Act, the sub-fund's fund capital is the value of the sub-fund's assets  less the value of the sub-fund's debt. 

Section 192 

The manner of determination of the current value of a share in the investment fund which is not  represented by a unit certificate nor an investment share is defined in the statute of this fund. 

Section 193 

(1) The current value of a unit certificate, an investment share or another share in the investment  fund is calculated within the time-limit in a statute.  

(2) This time-limit must not be longer than  

(a) 2 weeks, in case of a UCITS fund, 

(b) 1 month in case of a retail AIF which does not invest in real estate or in shareholdings in a real  estate company, 

(c) 1 year in case of a qualified investors’ fund which does not invest in real estate or shareholdings in  a real estate company, and

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(d) 2 years, in case of an investment fund that invests in real estate or shareholdings in a real estate  company. 

(3) The administrator is not obliged to compensate the damage caused by incorrect calculation  of the current value if: 

a) the amount of the damage is negligible and the efficiently incurred costs of reimbursement would  manifestly exceed the amount of the reimbursement, or 

b) the deviation from the correct calculation of the current value does not exceed 1. 0.25 % of the value of the fund’s capital of an investment fund, which invests as a money  market fund, 

2. 0,5 % of the value of the fund’s capital of other investment funds. 

(4) An administrator that is not an internally managed investment fund may compensate the  damage caused by incorrect calculation of the current value from the investment fund's assets, if the  investment fund has enriched itself as a result of incorrect determination of the current value and only  up to the amount of such enrichment. 

(5) The current value is not calculated within the time-limit pursuant to Section 130 (2) and  Section 133. 

Evaluation of assets and debts of the investment fund 

Section 194 

A person who evaluates the assets and debts of the investment fund, 

(a) uses the procedures for evaluation of the assets and debts, which always include procedures for  evaluation with respect to an investment strategy of the investment fund, and  

(b) must be impartial and independent of the person for which he evaluates. 

Section 195 

The manager of an investment fund may evaluate the assets and debts of this fund, if it has  created organisational requirements for impartiality and independence according to Section 194 (b)  comprising management of conflicts of interests including their investigation and prevention. 

Section 196 

(1) Investment fund’s assets and debts from the investment activity are evaluated by real value  according to international accounting standards regulated by EU law10), provided that: 

(a) it is possible to use average price between the best binding supply and demand (mid price), for  determination of the real value of a bond or a similar security or a book-entry security representing  the right to repay the amount owed, and 

(b) it is possible to use the value announced on a European regulated market or on a foreign market,  which is similar to the regulated market, and which was announced as of the moment no later than  the moment of evaluation and the most approximating moment of evaluation, for determination of  the real value of a share or of a similar security or a book-entry security representing a share in a  business company or other legal person. 

(2) The CNB shall determine, by regulation, the procedures for determining the real value of the  assets and debts of the investment fund to the extent specified in Subsection (1).

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Section 197 

(1) The administrator of an investment fund may delegate the evaluation of the assets and debts  to another only if, 

(a) the person to be delegated is independent of  

1. this administrator, 

2. the investment fund manager, which assets and debts shall be valuated, 

3. an investment fund which assets and debts shall be valuated, and 

4. another person with a close connection to the persons referred to in points 1 to 3 and (b) the delegated person provides sufficient professional assurances that he is capable of evaluation of  the assets and debts of an investment fund in compliance with other relevant legal regulations  regulating evaluation of the assets and debts and with the statute of the investment fund.  

(2) The person, to whom the administrator of an investment fund has delegated the evaluation  of the assets and debts of this fund, must not delegate the performance of this activity or an act or acts  from this activity to another; if it occurs, it will not be taken account of.  

(3) The person, to whom the administrator of an investment fund intends to delegate or has  delegated the evaluation of the assets and debts of this fund, is presumed to be independent as under  Subsection 1 (a), if he is not  

(a) a managing person or a worker of this administrator, or  

(b) a unitholder, beneficiary, founder, shareholder or a silent partner of the investment fund, whose  assets or debts he is to evaluate, and in the case of a trust also a person, who has increased the assets of the investment fund of which assets and debts, which he shall evaluate, by way of a contract.  

Section 198 

(1) The administrator of an investment fund may delegate the evaluation of the assets and debts  of this fund, only if the depository has created organisational requirements  

(a) for proper, self-contained and independent control of these activities within the performance of the  activity of a depository and 

(b) for impartiality and independence according to Section 194 (b) comprising management of conflicts  of interests including their investigation and prevention.  

(2) The provisions of Section 197 is not prejudiced by Subsection (1), Section 197 (1) (a) and  Section 197 (3) shall not apply. 

Section 199 

The administrator of a retail AIF or a qualified investors’ fund whose manager is authorised to  exceed the relevant threshold may delegate the evaluation of the assets and debts of this fund to another,  only if the administrator is at the same time the manager of this fund. 

Section 200 

(1) The evaluation of the assets and debts of an investment fund, whose manager is authorised  to exceed the relevant threshold, is further regulated in Articles 67 to 74 of Commission Delegated  Regulation (EU) No 231/2013. 

(2) The provisions of Sections 50 to 52 are not prejudiced by Sections 197 to 199.

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Section 201 

(1) Financial instruments in the assets of the investment fund shall be evaluated within the period  specified in the statute. Section 193 (2) and (3) shall apply mutatis mutandis. 

(2) The evaluation of the financial instruments according to Subsection (1) is to be made as of  the day, as of which the current value of a unit certificate, an investment share or another share in the  investment fund, is calculated.  

Section 202 

(1) Assets and debts of an investment fund not referred to in Section 201 (1) shall be evaluated  within the time limits specified in the statute; these time limits shall not exceed one year. 

(2) Section 201 (2) shall apply mutatis mutandis to the evaluation of assets and debts of an  investment fund not referred to in Section 201 (1). 

Relation to other legal regulations 

Section 203 

(1) Provisions of an act regulating legal relations of business companies and cooperatives  concerning preference shares and a forced transfer of subscribed securities shall not apply to an  investment fund.  

(2) Any person gaining a share in the voting rights of an investment fund shall not be obliged to  make a takeover bid under the law governing the takeover bids. In this context, no obligations arise to  this or any other person, which are otherwise imposed on the making of the takeover bid by the law  governing the takeover bids. 

(3) If this Act or another legal regulation implementing it provide for otherwise than what  follows from the provision of the Civil Code on the administration of the assets or another, this Act or  another legal regulation implementing it shall apply.  

Section 204 

(1) For an investment fund which is an EuVECA or an EuSEF, and for a legal person who is to  become an EuVECA or an EuSEF, the provisions of this Act or other legal regulation shall apply to the  extent stipulated by the EUVECA-R and the directly applicable EU regulation governing European  social entrepreneurship funds(hereinafter referred to as “EuSEF-R”). 

(2) For an investment fund that is an ELTIF and for a legal person that is to become an ELTIF,  the provisions of this Act or other legal regulation shall apply to the extent stipulated by the directly  applicable EU regulation on European long-term investment funds18) (hereinafter referred to as “ELTIF R”). 

(3) For an investment fund that is a money market fund and for a legal person that is to become  a money market fund, the provisions of this Act or other legal regulation shall apply to the extent  stipulated by the directly applicable EU regulation on money market funds19).

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PART SEVEN 

RETAIL INVESTMENT FUNDS 

TITLE I 

BASIC PROVISIONS 

Section 205 

(1) Financial means must not be collected in a retail investment fund otherwise than in the  manner referred to in Section 93. 

(2) It is prohibited to collect things whose value can be expressed in monetary terms from the  public into a retail investment fund. 

Section 206 

(1) A retail investment fund must not issue warrants. Such securities and book-entry securities  must not be issued even on the account of a retail investment fund. 

(2) A retail investment fund may issue a bond, a security or a book-entry security, to which is  attached the right of payment of an outstanding amount only under conditions tset for the reception of  the credit on behalf of the fund. This applies also in the case when these securities or book-entry  securities are issued on the account of a retail investment fund. 

(3) A retail investment fund shall not be a party to a silent partnership agreement. Section 207 

(1) It is prohibited to change the investment strategy of a retail investment fund to the extent set  out in the Section 93 (3) (a) to (i), except in case of a change 

(a) caused directly by a change in the legislation, 

(b) caused by a change in the statute of a retail investment fund, if this change does not lead to a  significantly different way of this fund’s investing, 

(c) caused by a change of the statute of a retail investment fund, allowing it to invest as a feeder fund,  or 

(d) caused by a final and conclusive decision of the CNB to limit the scope of the investment strategy  [Section 549 (1) and (2)]. 

(2) The administrator of this fund shall disclose information on the change in the investment  strategy and the right to redeem without deduction, if the statute of a retail investment fund pursuant to  Subsection (1) (b) was changed. Section 211 shall apply mutatis mutandis to the change of the statute  under the first sentence. The information under the first sentence shall be provided by the administrator  of the fund at the same time as their publication, to the unitholders or shareholders of such fund.  

Section 208 

Fund capitalof the retail investment fund 

(1) Fund capital of a retail investment fund must, within 6 months from the day when the  investment fund has come to its existence, reach the amount corresponding to at least EUR 1 250 000. 

- 76 - 

(2) The manager shall take, without undue delay, the necessary measures to remedy the situation  or decide on dissolution of the fund, if the average amount of the retail investment fund's fund capital  has not exceed for the last 6 months the amount referred to in Subsection (1). 

(3) A court shall, on the proposal of the CNB or the person having a legitimate interest, decide  on dissolution of the retail investment fund, which has the legal form of a joint stock company, and order  theliquidation of such company, if its fund capital does not amount to at least the amount specified in  Subsection (1). The court provides the retail investment fund with a reasonable period of time to rectify  the situation prior to the ruling.  

Section 209 

Determination of consideration for management  

Consideration for management of a retail investment fund is calculated 

(a) as a share in the average value of the fund capital of the investment fund, or its part, for an  accounting period, 

(b) according to the performance of the investment fund above a benchmark that is used to compare  the performance, 

(c) according to the year-on-year growth of the value of the fund capital of the fund attributable to 1  unit certificate, 1 investment share or another share in the investment fund, 

(d) as a share in the economic results of the investment fund or its part before tax, or (e) as a combination of methods described in (a) to (d). 

Section 210 

Excluded costs 

It is not allowed to include in the costs of a retail investment fund 

(a) fines or other asset sanctions imposed on its manager, administrator, depository, prime broker,  auditor or other person providing services for that fund, 

(b) the cost of producing a promotional communication and the cost of marketing of investments in the  fund, or 

(c) administrative costs and legal and advisory costs relating to the conversion or other disposal of  assets relating to the fund (Part eleven). 

Section 211 

Redemption of a unit certificate and investment share without deduction 

(1) If it has been decided on the increase of consideration for management or the increase of exit  fee above the level referred to in the statute of a retail investment fund, the owners of unit certificate or  owners of investment shares, to whom the decision on the increase of consideration or fee relates, are  entitled to have their unit certificates or investment shares redeemed without any deduction; it is allowed  to deduct an amount corresponding to reasonable expenses relating to redemption of this unit certificate  or this investment share.  

(2) The time limit for exercise of the right of redemption according to Subsection (1) must be  specified in such a manner that it is at least 30 days from the day of publication of the information about  increase of consideration or fee; the right of redemption according to Subsection (1) ceases to exist upon  the expiry of this deadline. The information must also contain the expiration date of the time limit to  exercise the right of redemption. 

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Section 212 

Change in the competence upon approving financial statement, distribution of profit and  payment of loss  

If the articles of association of a joint stock company, which is a retail investment fund, so  provide, the approval of financial statement of this fund, as well as the decision on distribution of profit  or other revenues from the assets of the fund and the decision on payment of loss arising from  management of the fund falls within the competence of a governing or a supervisory authority of the  manager of the fund; another body of the retail investment fund, which is otherwise competent to such  a decision according to a legal regulation, does not decide in this case. 

Section 213 

Disclosure of non-approval of financial statement 

If the competent body does not approve, within the specified time limit, the financial statement  of a retail investment fund, or if a court decides that a legal act of the competent body, which approved  the financial statements, is invalid, the manager of the fund shall disclose such a fact, including the way  of settlement of concerns of its body or court, on the fund’s website. 

Section 214 

Loss payment 

If a retail investment fund reports loss for an accounting period, the competent body decides on payment of loss from the assets of the fund when approving of the financial statement for the accounting period  during which the loss occurred. 

TITLE II 

INVESTING AND MANAGEMENT TECHNIQUES 

Section 215 

(1) The manager of a retail investment fund shall, in managing this fund, within the framework  of the statute of this fund, introduce maintain and apply 

(a) rules for the composition of the fund's assets, consisting in defining things, which can be acquired  into the fortune of the fund, and investment limits that must be complied with in relation to these  things, including investment limits for copying the composition of a stock index and similar  securities representing a share in a business company or another legal person, or bond index and  similar securities representing a right for payment of an outstanding amount, or another index, 

(b) rules for accepting credit or loan on the account of this fund, 

(c) rules for the use of the assets of the fund for providing credit, loan or a gift, for securing debt of  another person or for payment of a debt, which is not related to the management of the fund,  including whether it is possible to use the assets of the fund to provide credit or loan, which is not  related to its management, and including whether it is possible to use the assets of the fund for  providing a gift, for securing a debt of another person or for payment of a debt, which is not related  to its management, 

(d) rules for entering into contract of sale of things on the account of the fund, which are not part of  the assets of the fund or which have been temporarily left to the fund, including whether it is  possible to enter into contracts of sale of the things on account of the fund, which are not part of  the asset of the fund or which have been temporarily left to the fund, 

- 78 - 

(e) techniques to manage this fund, 

(f) rules for the use of techniques of the management of this fund, including the rules for negotiating  repo trades with the use of assets of the fund and rules for investment in relation to the negotiated  repo trades,  

(g) rules for reduction of risk arising from the use of derivatives, and in case of a retail AIF using  leverage, also limits for the utilisation rate of leverage,  

(h) rules for calculation of the total exposure of the fund using the standard liability method and the  method of measuring value-at-risk, classified according to the model of absolute risk value and  relative risk value, or possibly using other advanced method of risk measurement, and  (i) limits of total exposure in the case of methods referred to in point (h). 

(2) The government shall lay down a regulation with respect to a UCITS fund, a retail AIF, with  a distinction ofwhether it invests in real estate and shareholding in real estate companies that shall  contain the qualitative requirements for 

(a) the rules referred to in Subsection (1) (a) to (d) and (f) to (h), including whether it is possible 1. to use the assets of a retail investment fund to provide credit or loan not related to its  management, 

2. to use the assets of a retail investment fund to provide a gift, secure a debt of another person or  to pay a debt unrelated to its management, and 

3. to enter, on the account of a retail investment fund, into contracts for the sale of things, which  are not part of the assets of the fund or that have been temporarily left to the fund, (b) the techniques referred to in Subsection (1) (e) and 

(c) the limits of total exposure referred to in Subsection (1) (i). 

(3) It is at variance with this Act, if the manager of a retail investment fund does not introduce,  maintain or apply the rules, techniques or limits pursuant to Subsection (1) as se out in this Act or the  government regulation governing the investment of investment funds and techniques for their  management. 

(4) A repo trade for the purposes of this Act is considered to be a sale or another transfer of a  thing with a simultaneously agreed repurchase or another reverse transfer and a purchase or another  transfer of a thing with a simultaneously agreed reverse sale or another reverse transfer.  

(5) For the purposes of calculating the investment limits, limits of total exposure and other limits  resulting from the statute of a retail investment fund or a government regulation regulating the  investment of investment funds and techniques for their management, a bond, a security or a book-entry  security to which the right to repay the amount owed is linked, issued by the retail investment fund, is  regarded as a loan received on the amount of that fund. The second sentence of Section 206 (2) shall  apply mutatis mutandis. 

Section 216 

(1) In case of non-compliance of the composition of the assets of a retail investment fund with  the rules for the composition of the assets of this fund, which have occurred independently of the will  of the manager of this fund, the manager of this fund must without undue delay restore compliance of  the composition of the assets of this fund with these rules; he takes into account the interests of  unitholders or of owners of investment shares of this fund.  

(2) In relation to the exercise of a priority righty for subscription of investment securities or  money-market instruments, which the retail investment fund has or will have in its assets, the  compliance of the composition of the assets of the fund with the rules for composition of the assets of  the fund does not have to be observed; the manager of the fund must ensure without undue delay after  exercising this priority right the compliance of the composition of the assets of this fund with these rules.

- 79 - 

Section 217 

Cancelled. 

Section 218 

The management company of a retail AIF or a comparable foreign investment fund, using the  leverage, shall certify to the CNB, upon its request, the proportionality of limits determined for the  utilisation rate of leverage and how it ensures their compliance. 

TITLE III 

MAKING AVAILABLE OF INFORMATION 

Chapter 1 

Statute 

Section 219 

The statute of the retail investment fund is a document that contains the investment strategy of  the retail investment fund, a description of the risks associated with the investment of the fund, and other  information necessary for investors to make an informed assessment of the investment, prepared in the  form that is intelligible to an ordinary investor. 

Section 220 

(1) The statute of a retail investment fund includes 

(a) information necessary for the identification of the manager, administrator and depository of the  retail investment fund or where applicable, information necessary for the identification of the  promoter, if established, 

(b) information necessary for the identification of the retail investment fund,  (c) an investment strategy, including investment limits, 

(d) the risk profile of the retail investment fund, 

(e) information about historical performance of the retail investment fund, 

(f) principles for the management of the retail investment fund, 

(g) information about the payment of a share in profit or revenues of the retail investment fund, (h) information related to unit certificates or shares issued by the retail investment fund,  (i) information on fees charged to investors and costs paid out of the assets of the retail investment  fund, 

(j) information on the principles of remuneration at least on the fund’s website, (k) information about the possibility of delegation of another person to perform an individual activity,  which is included in the management or administration of an investment fund or a foreign  investment fund, and, in case of delegation of another, person to perform individual activity, which  is included in the management or administration of an investment fund or a foreign investment  fund, the information about the delegated person, and 

(l) other information necessary for investors to make an informed investment assessment, including  information pursuant to Article 14 of Regulation (EU) 2015/2365 of the European Parliament and  of the Council. 

(2) If the nature of certain information excludes its indication in the statute, the information that  is the closest to the required information by its substance will be indicated in the statute. 

- 80 - 

(3) The CNB shall lay down in the regulation the requirements regarding the content and  structure of the retail investment fund's statute within the scope of Subsection (1). 

Section 221 

The information referred to in the retail investment fund's statute must be kept up-to-date. Section 222 

Publication of the statute and its amedments 

(1) The statute of a retail investment fund and any change thereof shall be published without  undue delay on the website of the fund. 

(2) The publication of an amedment of the statute of a retail investment fund is executed by way  of publishing its new consolidated full text.  

Section 223 

Simultaneous publication of the articles of association 

(1) In case of a retail investment fund, which is a joint stock company, its articles of association  are published simultaneously with its statute. 

(2) The articles of association does not have to be published, if the statute of the retail investment  fund contains information 

(a) that the articles of association will be provided to an investor upon his request, or (b) about the place where it is possible to inspect the articles of association, while this  information is provided in respect of every member state, in which the securities or book entry securities, issued by the retail investment fund, are publicly marketed. 

Section 224 

Provision of the statute to an investor upon his request 

(1) The administrator of the retail investment fund shall provide to every investor, at its request  free of charge, the current statute of this fund. 

(2) In case of a feeder fund, the administrator of this fund shall provide to the investor, at its request free of charge, eventhe current statute or a comparable document of its master fund. 

Section 225 

(1) The statutes of a retail investment fund shall be provided in paper form

(2) Under the conditions laid down in a directly applicable EU regulation governing the key  investor information document11), the statute of a UCITS fund may be, instead of a paper form 

(a) provided to an investor in a carrier of information other than paper, or  

(b) published only on the website of the fund.  

(3) Under the conditions set out by the government in its regulation, the statute of a retail AIF  may be, instead of a paper form,

 

Dokumenty ke stažení

Ministerstvo financí

Ministerstvo financí je ústředním orgánem státní správy pro státní rozpočet republiky, státní závěrečný účet republiky, státní pokladnu České republiky, finanční trh s výjimkou dozoru nad kapitálovým trhem v rozsahu působnosti Komise pro cenné papíry, daně, poplatky a clo, finanční hospodaření, finanční kontrolu, účetnictví, audit a daňové poradenství, věci devizové včetně pohledávek a závazků státu vůči zahraničí, ochranu zahraničních investic, pro tomboly, loterie a jiné podobné hry, hospodaření s majetkem státu, privatizaci majetku státu, pro věci pojišťoven, penzijních fondů, ceny a pro činnost zaměřenou proti legalizaci výnosů z trestné činnosti, posuzuje dovoz subvencovaných výrobků a přijímá opatření na ochranu proti dovozu těchto výrobků.

Ministerstvo financí je zřízeno zákonem č. 2/1969 Sb. Současnou ministryní je od 13. prosince 2017 Alena Schillerová.

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