ACT of 27 May 2004 on Investment Funds 1. Part I General Provisions

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1 The present English text is furnished for information purposes only. The original Polish text published in the Journal of Laws is binding in all respects. ACT of 27 May 2004 on Investment Funds 1 Part I General Provisions Art. 1. This Act defines the rules for the creation and operation of investment funds registered in the Republic of Poland and the rules according to which foreign funds and managing companies may operate in the Republic of Poland. Developed on the basis of: Dz.U. of 2004 No. 146, item 1546; Dz.U. of 2005 No. 83, item 719, No. 183, item 1537 and 1538, No. 184, item 1539; Dz.U. of 2006 No. 157, item 1119; Dz.U. of 2007 No. 112, item 769; Dz.U. of 2008 No. 231, item 1546; Dz. U. of 2009 No. 18, item 97, No. 42, item 341, No. 168, item 1323, No. 201, item 1540; Dz.U. of 2010 No. 81, item 530, No 106, item 670, No. 126, item 853, No. 182, item 1228, Dz.U. of 2011 No. 106, item 622, No. 152, item 900, No. 234, item and 1391, Dz.U. of 2012 No. 596, 1385, 1529; Dz.U. of 2013 No. 70, 433, 777. Art. 2. Any reference in this Act to: 1) (repealed); 1a) Act on Trading in Financial Instruments shall mean the Act on Trading in Financial Instruments of 29 July 2005 (Dz. U. No 183, item 1538); 1b) Public Offering Act shall mean the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies (Dz. U. No 184, item 1539); 2) Accountancy Act shall mean the Accountancy Act of 29 September 1994 (Dz. U No 76, item 694, as amended) 2 ; 1 This Act amends the following: Act on Acquisition of Real Estate by Foreign Nationals of 24 March 1920, Inheritance and Donation Tax Act of 28 July 1983, Act on Social Insurance for Farmers of 20 December 1990, Corporate Income Tax Act of 15 February 1992, Accountancy Act of 19 September 1994, Act on Toll Motorways of 27 October 1994, Act on the Banking Guarantee Fund of 14 December 1994, Act on Certain Forms of Support for Residential Construction Industry of 26 October 1995, Act on Savings-and-Loans Associations of 14 December 1995, Act on the Registered Pledge and the Pledge Register of 6 December 1996, Act on Public Trading in Securities of 21 August 1997, Act on the Establishment and Operation of Pension Funds of 28 August 1997, Banking Law of 29 August 1997, the Polish Tax Legislation Act of 29 August 1997, Student Loan Act of 17 July 1998, Act on the Social Security System of 13 October 1998, Act on Support for Energy Enhancement Projects of 18 December 1997, Act on Subsidies to Fixed-Rate Housing Loans of 5 December 2002, Act on the General Insurance in the National Health Fund of 23 January 2003, Bankruptcy and Recovery Law of 28 February Amendments to the consolidated text of the Act were promulgated in the Journal of Laws (Dziennik Ustaw, Dz. U.) of 2003 No 60, item 535, No 124, item 1152, No 139, item 1324 and No 229, item 2276 and of 2004 No 96, item 959 and No 145, item 1535.

2 2a) Regulation 584/2010 shall mean Commission Regulation (EU) No 584/2010 of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and the Council as regards the form and content of the standarised notification letter and UCITS attestation, the use of electronic communication between relevant authorities for the purpose of notification, and procedures for the on-the-spot verifications and investigations and the exchange of information between relevant authorities (Official Journal of EU L 176/16 of ); 3) management company shall mean investment fund management company which is a joint stock company; 4) PFSA shall mean the Polish Financial Supervision Authority; 5) EEA shall mean the European Economic Area; 6) OECD shall mean the Organisation for Economic Cooperation and Development; 7) Member State shall mean a country other than the Republic of Poland which is a member of the European Union; 8) host Member State shall mean a Member State where the management company intends to operate or operates and/or where an open-end investment fund intends to sell or sells its units; 9) foreign fund shall mean an open-end investment fund or an investment firm which obtained authorisation of the relevant authority in a Member State to conduct its operations in accordance with the Community law pertaining to collective investments in securities; 10) managing company shall mean an entity or a company with its registered office in a Member State which obtained authorisation of the relevant authority in a Member State to manage funds which conduct their operations in accordance with the Community law pertaining to collective investment in securities; 11) home state shall mean a Member State in which a managing company has its registered office and/or in which a foreign fund obtained authorisation of the relevant authority to operate; 12) Community law shall mean legislation issued by the European Union institutions and bodies; 13) branch shall mean a branch as defined in Art. 5.4 of the Economic Freedom Act of 2 July 2004 (Dz. U. of 2007 No 155, item 1095, as amended 3 ); all organisational units of a managing company and/or company managing open-end investment funds registered in an EEA member state, which are situated in the Republic of Poland, shall be deemed a 3 Amendments to the consolidated text of the Act were promulgated in the Journal of Laws (Dziennik Ustaw, Dz.U.) Dz. U. of 2007 No 180, item1280 and of 2008 No 70, item 416, No 116, item 732 and No 141, item 888.

3 single branch, as shall be all organisational units of a management company situated in a Member State and/or EEA member state; 14) investment firm shall mean an investment firm as defined in the Act on Trading in Financial Instruments; 15) domestic bank shall mean the bank referred to in Art of the Banking Law of 29 August 1997 (Dz. U. of 2002, No. 72, item 665, as amended 4 ); 16) foreign bank shall mean the bank referred to in Art of the Banking Law of 29 August 1997; 17) credit institution shall mean a credit institution referred to in Art of the Banking Law of 29 August 1997; 17a) financial instruments shall mean the financial instruments referred to in Art. 2.1 of the Act on Trading in Financial Instruments; 18) derivatives shall mean property rights whose market price depends directly or indirectly on the price and/or value of the securities referred to in Art. 3.1a of the Act on Trading in Financial Instruments, and other property rights whose market price depends directly or indirectly on the market price of foreign currencies and/or the change in the level of interest rates; 19) non-standarised derivatives shall mean such derivative instruments traded outside an organised market whose terms are, or may be, subject to negotiations between parties; 20) underlying instrument shall mean securities, money market instruments and/or other property rights, as well as certain indexes, exchange rates and interest rates, which form the basis for the pricing of a derivative and/or a non-standarised derivative; 21) money market instruments shall mean securities and/or property rights incorporating exclusively monetary receivables: a) maturing within no more than 397 days counted from the issue date or the date of their acquisition, and/or b) which are subject on a regular basis to the adjustment to the current money market conditions occurring in the periods of no longer than 397 days, and/or c) whose credit risk, therein credit risk and interest rate risk correspond to the financial instruments risk, referred to in letter a) and/or b) provided that there is demand for and supply of such instruments enabling them to be acquired and disposed of on a continuous basis on market terms 4 Amendments to the consolidated text of the Act were promulgated in the Journal of Laws (Dziennik Ustaw, Dz.U.) of 2002 No 126, item 1070, No 141, item 1178, No 144, item 1208, No 153, item 1271, No 169, item 1385 and 1387 and No 241, item 2074, of 2003 No 50, item 424, No 60, item 535, No 65, item 594, No 228, item 2260 and No 229, item 2276 and of 2004 No 64, item 594, No 594, item 68, item 623, No 96, item 959 and No 121, item 1264.

4 and conditions, with the proviso that a temporary loss of liquidity of such securities and/or property rights does not cause such securities and/or property rights to lose the status of money market instruments; 22) organised market shall mean a separate, organisationally and financially, trading system, which operates on a regular basis and ensures uniform conditions for execution of transactions and universal and equal access to information on transactions, in accordance with the rules set out in the applicable laws of the country in which the trading takes place and, in particular, the organised trading referred to in the Act on Trading in Financial Instruments; 22a) regulated market shall mean the market referred to in Art. 14 of the Act on Trading in Financial Instruments; 22b) alternative trading system shall mean an alternative trading system referred to in Art. 3.2 of the Act on Trading in Financial Instruments; 23) close links shall mean the direct or indirect holding of over 20% of the share capital of another entity and/or the right to exercise 20% or more of the voting rights in the governing bodies of another entity, or the exercise of control, and/or joint control over another entity in the scope defined in Art of the Accountancy Act; 24) group shall mean a parent entity and its subsidiaries; 25) parent entity shall mean a parent entity as defined in the Public Offering Act; 26) subsidiary shall mean a subsidiary as defined in the Public Offering Act; 27) discretionary management of a security portfolio shall mean management of portfolio which includes one or more financial instruments as defined in Art of the Act on Trading in Financial Instruments; 28) advisory services in the area of securities trading shall mean investment advice as defined in Art of the Act on Trading in Financial Instruments; 29) (repealed); 30) pool of receivables shall mean a group of uniform-type receivables that generate a regular income, which is held and ring-fenced by an originator, where each of the receivables constituting in total at least 75% of the group generates a regular income and each of the receivables meets the criteria defined in the fund s articles of association; 31) originator shall mean a local government body, an association of local government bodies or a commercial entity which sells a pool of receivables to a securitisation fund or which undertakes to transfer all the income received by it from a specific pool of receivables to the securitisation fund; 32) securitised receivables shall mean receivables in which a securitisation fund invests and receivables ring-fenced by the originator or another entity that has concluded an

5 agreement with the fund obligating it to transfer to the fund any income received in relation to such receivables; 33) personal details shall mean the given names, surname, date and place of birth, address of residence and, in the case of citizens of the Republic of Poland, the Personal Identification Number PESEL; 34) securities shall mean the securities as defined in Art. 3.1 of the Act on Trading in Financial Instruments, excluding derivatives; 35) dematerialised securities shall mean the securities defined in the first sentence of Art. 5.1 of the Act on Trading in Financial Instruments. 36) (repealed); 37) (repealed); 38) public offering shall mean public offering referred to in Art. 3 of the Public Offering Act; 39) public closed-end investment fund shall mean a public closed-end investment fund whose investment certificates have been taken up or acquired by means of public offering and/or have been admitted to trading on a regulated market and/or introduced to an alternative trading system; 40) working day shall mean every day from Monday to Friday except for statutory holidays; 41) durable medium shall mean each medium that enables to store the information for the period adequate for the nature of this information and the purpose of its creation and/or communication, allowing for the unchanged reproduction of the information in a version and form in which it has been created and/or communicated; 42) total exposure shall mean the amount of exposure of the investment fund, resulting from concluding derivative contracts and/or other contracts applied to ensure effective management of the fund s investment portfolio, which is calculated with the use of accepted methods and denominated in a currency in which the assets of the investment fund are valued; 43) entrepreneur shall mean an entrepreneur referred to in Art. 4.1 of the Economic Freedom Act of 2 July ) foreign entrepreneur shall mean a foreign entrepreneur referred to in Art. 5.3 of the Economic Freedom Act of 2 July Art An investment fund shall be a legal person whose sole operations consists in investing funds raised by offering units or investment certificates to the public or in the cases

6 defined in this Act by private placement of investment certificates, in securities, money market instruments and other property rights defined in this Act. 2. A public offer to acquire securities, referred to in Art. 3.1, shall be any offer of purchase of units or investment certificates in any form and by any means, it the offer is addressed to at least 150 persons or to an unspecified addressee. 3. An investment fund shall conduct its operations with due regard to the interests of the participants of such fund, and in keeping with the investment risk mitigation rules defined in this Act. Art Management companies shall create investment funds, manage them and represent them in relations with third parties. 1a. A management company, under an agreement concluded in writing, otherwise null and void, may commission the management of an open-ended investment fund and conducting its matters to a managing company which conducts operations in the Republic of Poland. 2. A management company, established in compliance with the provisions of this Act, shall be the governing body of an investment fund. 3. In the cases defined in and subject to the provisions of this Act, the governing bodies of an investment fund shall be also the board of investors, the investors meeting or the participants meeting. 4. A fund shall not be a subsidiary of its management company or a managing company or of any person holding directly or indirectly the majority of votes on the board of investors or at the investors meeting and/or the participants meeting. Art. 5. An investment fund s registered office and address shall be those of the management company which is its governing body. Art Participants of an investment fund shall be natural persons, legal persons and organisational units without legal personality: 1) in whose name units and/or fractional parts thereof are entered in the register of participants, or 2) who hold securities accounts in which investment certificates are registered, or persons holdings rights under investment certificates registered in the aggregate account, or

7 3) persons holdings rights attached to investment certificates in the form of a document, or 4) persons specified in the register of participants as holders of investment certificates which are not in the form of the document. 2. Units and/or investment certificates shall represent the property rights of the participants in a fund, as defined by this Act and the articles of association of the investment fund. 3. Participants in a fund shall not be liable for the fund s liabilities. Art Payments to an investment fund shall be made in cash. 2. The following may be contributed to an investment fund: 1) dematerialised securities if provided for in the articles of association of the fund, and/or 2) securities other than dematerialised securities, shares in limited-liability companies and/or the rights referred to in Art a) and b) and Art if provided for in this Act and the articles of association of the fund. 3. Any reference in this Act to payments to the fund shall also mean property rights, as referred to in Art. 7.2, contributed to the investment fund. Art An investment fund shall make a valuation of its assets and determine its net asset value and the net asset value per unit and/or investment certificate. 2. The net asset value shall be calculated by deducting the fund s liabilities from the value of its assets. Art. 9. The depositary shall perform the responsibilities defined in this Act, in particular it shall maintain a register of an investment fund s assets. Art. 10. A management company and the depositary shall act independently and in the interest of participants. Art. 11. In the case of securities issued abroad, the term securities as used in this Act shall have the meaning attributed to it in the laws of the country in which they have been issued and/or in the country in which the issuer is registered.

8 Art. 12. The provisions of the Gambling Law of 19 November 2009 (Dz.U., No 201, item 1540) and of Art. 413 of the Civil Code shall not apply to derivatives which are the object of agreements concluded by an investment fund. Art The assets and liabilities of an investment fund may be valued and liabilities determined in a foreign currency defined in the fund s articles of association if, in accordance with the fund s investment policy, the fund invests at least 50% of the value of its assets in securities and/or money market instruments: 1) acquired outside the Republic of Poland for such foreign currency, and/or 2) denominated in such foreign currency. 2. In the case referred to in Art. 13.1, the provisions of Art. 9 and Art. 45 of the Accountancy Act shall not apply to the fund to the extent they relate to the currency. 3. In the case referred to in Art. 13.1, payments to the fund and payments of redemption proceeds to participants may be made in the given foreign currency. Part II Creation and Operation of Investment Funds Art An investment fund may be created only by a management company. 2. A management company may create more than one investment fund. 3. An investment fund may be created as: 1) an open-end investment fund; 2) a specialised open-end investment fund; 3) a closed-end investment fund. 4. Only an investment fund created pursuant to this Act may and shall use the expression investment fund (Polish: fundusz inwestycyjny ), an abbreviation of this expression, and/or the abbreviations specified in Art. 14.6, in its name, advertisements and/or other advertising materials, and/or for the purpose of describing its business activities. 5. The name of the investment fund should include an indication of the type of the investment fund as specified in Art

9 6. If the articles of association of an investment fund so stipulate, the investment fund may, pursuant to Art. 14.3, instead of stating the type of fund use the following abbreviation in its name: 1) fio in the case of an open-end investment fund; 2) sfio in the case of a specialised open-end investment fund; 3) fiz in the case of a closed-end investment fund. Art The creation of an investment fund shall require that: 1) a management company provide the investment fund with the articles of association; 2) a management company conclude an agreement with the depositary on the maintenance of a register of the fund s assets; 3) the PFSA s authorisation be obtained; 4) payments to the investment fund be collected in the amount stipulated in the fund s articles of association; 5) the investment fund be entered in the register of investment funds. 1a. The creation of a closed-end investment fund issuing solely investment certificates which under its articles of association shall not be offered in public offering or admitted to trading in a regulated market or introduced to an alternative trading system, shall not require the authorisation of PFSA to be obtained. 2. The total payments referred to in Art may not be less than PLN 4,000, Payments to an investment fund shall be collected as part of subscription procedure. 4. In the case of a closed-end investment fund referred to in Art. 15.1a, the total minimum amount of payments to the fund and the manner of collecting the payments shall be defined in the articles of association of the fund. 5. A management company creating an investment fund, may carry out the subscription procedure referred to in Art in the form of payments by the management company, a managing company with which it concluded the agreement referred to in Art.4.1a, and/or its shareholders. 6. An investment fund shall acquire a legal personality upon its registration in the register of investment funds. Upon registration a management company shall become the governing body of the investment fund. 7. The management company shall notify the PFSA about the creation of an investment fund referred to in Art. 15.1a immediately after its registration in the register of investment funds, enclosing the fund s articles of association and the information about the date of

10 entry into the register of investment funds and the collected total amount of payments to the fund. Art The register of investment funds shall be maintained by the District Court of Warsaw, hereinafter referred to as the registry court. 2. The register of investment funds shall be available for public inspection. 3. The Minister of Justice shall define, by way of a regulation, the procedure for maintaining the register of investment funds, the form of the register and the detailed procedures to be followed in the registration proceedings, having regard to the need to ensure consistency of the information entered into the register with the facts and the legal situation. The register should contain up-to-date information concerning, in particular, the type of the investment fund, its governing bodies, its articles of association, and its investment goal, as well as changes, if any, in the legal situation and organisational structure of the investment fund. Art An entry into the register of investment funds shall include: 1) the name and type of the investment fund; 2) the investment goal of the investment fund; 3) the duration of the investment fund, if limited; 4) the company name, registered office and address of the management company creating the investment fund, information on the manner of representation of the management company, and the entry number assigned to the management company in the register of entrepreneurs together with details of the court maintaining the register, and in the case that the management company has concluded the agreement referred to in Art. 4.1a, additionally the name, registered office and address of a managing company; 5) a list of members of the management company s management board and of authorised representatives who have been granted general powers of attorney to represent the investment fund; 6) the company name, registered office and address of the depositary. 2. In the event of any changes in the data specified in Art. 17.1, the investment fund shall promptly submit an application for entering such changes into the register of investment funds.

11 3. Changes related to the takeover of the management of an investment fund by another management company and to the takeover of the management of an open-end investment fund and conducting its matters by a managing company may be entered into the register after the following have been presented: 1) the PFSA s authorisation, referred to respectively in Art. 238a.2 or Art. 272b.2; 2) information to the effect that the President of the Office of Competition and Consumer Protection has raised no objections with regard to the takeover of the management of the investment fund or the takeover of the management of the openend investment fund and conducting its matters. Art The articles of association of an investment fund shall be executed in the form of a notarial deed. 2. The articles of association shall specify: 1) the name and type of the investment fund; 2) the company name, registered office and address of the management company; 3) the governing bodies of the investment fund and the manner of its representation; 3a) the rules and mode of operation of the participants meeting, in the case of an openend investment fund; 3b) the company name, registered office and address of the managing company, if the management company concluded the agreement referred to in Art. 4.1a; 4) the company name, registered office and address of the depositary; 4a) (repealed); 5) the name, registered office and address of the entity commissioned by the management company to carry out the responsibilities specified in Art ; 6) the duration of the investment fund, if limited; 7) the total amount of payments to the investment fund, determined pursuant to Art and/or Art. 15.4; 8) the types of dematerialised securities that may be contributed as payment and the periods in which payments in the form of securities will be accepted; 9) in the case of closed-end investment funds the types of securities other than dematerialised securities and their classes that may be contributed in consideration for investment certificates as well as specifies whether shares in limited liability companies and/or rights referred to in Art a and b and Art may be contributed in consideration for investment certificates; 10) the investment goal of the investment fund or sub-funds;

12 11) principles underlying investment policy adopted by the investment fund; 12) rules governing distributions of the investment fund s income to the participants in the fund, if the articles of association provide for such distributions without the need to redeem the units; 13) rules governing distributions of the fund s income to participants in the investment fund, if a closed-end investment fund s articles of association provide for such distributions; 14) the types, maximum amount and method of calculating and charging the costs incurred by the investment fund, in particular the fees payable to the management company and the earliest dates on which particular types of costs may be covered; 15) the frequency of valuation of an investment fund s assets, determination of the net asset value of an investment fund and the net asset value per unit or investment certificate; 15a) methods and principles of the valuation of assets in the case of a closed-end investment fund; 15b) information that the methods and principles used in the valuation of an investment fund s assets, as described in the prospectus, comply with the accounting regulations applicable to investment funds in the case of an open-end investment fund and a specialised open-end investment fund; 16) the minimum amount of payments to an open-end investment fund; 17) the rights of participants in the investment fund other than rights provided for in this Act; 18) the method of making the information on the investment fund available to the public; 19) the method of announcing introduction of amendments to the articles of association; 20) the reasons for dissolution of the investment fund other than the reasons provided for in this Act. Art The investment goals of investment funds referred to in Art and may comprise exclusively: 1) protection of the real value of the investment fund s assets, and/or 2) generation of income from the investment fund s net investments, and/or 3) increasing the value of the investment fund s assets through growth in the value of its investments. 2. In defining the investment goal, the articles of association should contain a reservation that the investment fund does not guarantee that the goal will be achieved.

13 Art The investment policies of an investment fund shall define the methods of achieving the investment goal, in particular: 1) the types of securities and other property rights in which the fund will invest; 2) the criteria for the selection of investments; 3) rules governing diversification of investments and other investment limits; 4) the acceptable level of credits and loans contracted by the investment fund. 1a. The articles of association of an investment fund shall define, in the part concerning the rules of the investment policy of the investment fund, detailed rules of diversification of investments and other investment limitations not stipulated in this Act. 2. If an investment fund exceeds the investment limits defined in its articles of association, it shall promptly adjust the position of its assets to the requirements stipulated in the articles of association, having due regard to the interests of the participants in the fund. Art. 21. An investment fund s income shall comprise income from the fund s net investments and/or the realised gain (loss) from the sale of such investments. Art The following shall be attached to a management company s application for an authorisation to create an investment fund: 1) the investment fund s articles of association; 2) the agreement with the depositary on the maintenance of a register of the investment fund s assets; 3) (repealed); 4) (repealed); 5) personal details of the depositary s management board members responsible for the performance of depositary responsibilities by the organisational unit of the bank, together with a description of their qualifications and professional experience; 6) personal details of those employees of the management company and/or the entities referred to in Art , who have a material influence on the fund s activities, especially on the fund s investment decisions; 7) personal details of the persons designated by the depositary to carry out the responsibilities defined in the agreement;

14 8) information on the qualifications and professional experience of the persons referred to in Art. 22.6, in particular in the area of investing in securities and other property rights in which the fund invests its assets, as well as information from the National Criminal Register; 9) excerpts from the relevant register concerning the entities commissioned by the management company to carry out its responsibilities under the agreement referred to in Art. 45a1; 10) the prospectus of the investment fund and the key investor information; 11) specification of the originator and the basic terms and conditions of the agreements concluded by the management company in connection with the securitisation process, in the case of a standarisedised securitisation fund; 12) a statement by a qualified auditor of financial statements to the effect that the methods and rules applied in the valuation of the fund s assets described in the articles of association are compliant with the regulations on the accountancy of investment funds and that the rules are complete and consistent with the investment policy adopted by the fund, in the case of a closed-end investment fund; 13) a statement by a qualified auditor on the accuracy and consistency of the risk management system of the management company, accepted methods of measuring and monitoring risks, determining total exposure and a system of internal limits adopted by the investment fund, with the risk profile and investment policy of the investment fund, in the case that the management company does not manage the investment fund of such investment risk profile and the investment policy as the fund to which the application relates or the statement of the management company, that it manages the investment fund with such investment risk profile and the investment policy. 2. In the case of the management company s application for an authorisation to create an open-end investment fund, in relation to which the management fund has concluded the agreement referred to in Art. 4.1a, the documents specified in Art , , , , shall be attached, as well as the following: 1) the agreement referred to in Art.4.1a, concluded between the management company and the managing company; 2) the agreement regarding cooperation and exchange of information concluded between the depositary and the managing company; 3) information on actions regarding the management of the fund and conducting its matters, which lies within the competence of the managing company pursuant to Art. 272c.1, commissioned by the managing company to other entities on the basis of the agreement.

15 Art The PFSA shall issue the authorisation to create an investment fund. 1a. Prior to the issue of the authorisation to create an open-end investment fund in regard to which a management company has concluded the agreement referred to in Art.4.1a, the PFSA may request the relevant authorities of the home state of a managing company to provide explanations and information whether the managing company is authorised to manage an investment fund of such investment policy and investment goals as in an openend investment fund to which the application relates. 2. The PFSA shall refuse the authorisation if: 1) persons referred to in Art may perform their responsibilities in breach of the principles of fair trading and/or in a manner that does not duly protect the interests of participants in a fund; 2) the investment fund s articles of association and/or the agreement with the depositary fail to give due regard to the interests of participants in the fund and/or if the fund s articles of association contain provisions that make it impossible to sell units in the territory of the Republic of Poland; 3) the management company fails to manage duly the investment fund of such investment policy and investment goals as the investment fund to which the application relates. 2a. In the case that a management company files an application to issue authorisation to create an open-end investment fund, in relation to which the management company has concluded the agreement referred to in Art. 4.1a, the PFSA shall also refuse to issue the authorisation, if: 1) the contents of the application and/or documents attached thereto do not comply with the provisions of law and/or are contrary to the facts; 2) a managing company does not guarantee the fulfilment of obligations referred to in Art. 10, Art. 37.2, Art. 48.2b.2, Art. 48.2b.5-9 and Art. 48.2c, Art , Art. 272a.1-3 and Art. 272a.5, and the provisions stipulated under Art. 48a; 3) the relevant authorities of the home state of the managing company have not authorised its management of an investment fund of such investment policy and investment goals as of an open-end investment fund to which the application relates; 4) a managing company is not authorised by the relevant authority of the managing company s home state to perform activities of managing funds which conduct operations in compliance with the Community law regulating the rules of collective investment in securities.

16 3. Upon issuing the authorisation to create an investment fund, the PFSA approves the fund s articles of association and the selection of the fund s depositary, and in the case of an open-end investment fund in relation to which the management company has concluded the agreement referred to in Art. 4.1a, also the selection of a managing company. Art The PFSA s authorisation shall be required for any amendment to the articles of association of an open-end investment fund and a specialised open-end investment fund which does not apply in its investments the investment rules and limits prescribed for a closed-end investment fund, if such amendment relates to: 1) the matters referred to in Art ) specification of a regulated market referred to in Art and/or Art ; 3) specification of the investments referred to in Art ; 4) specification of the entities referred to in Art d; 5) the possibility of increasing the investment limit in the case referred to in Art and Art and Art. 98.4; 6) the possibility of non-complying with the limits referred to in Art , and indicating the issuer and/or guarantor, in the case referred to in Art ; 7) creation of a new sub-fund or creation of a sub-fund as a related sub-fund. 2. The PFSA s authorisation shall be required for any amendment to the articles of association of a specialised open-end investment fund which in its investments applies the investment rules and limits prescribed for a closed-end investment fund, and of a closedend investment fund, with respect to the matters referred to in: 1) Art ; 2) Art ; 3) Art ) related to the creation of a new sub-fund. 2a. Subject to Art. 117a, the amendment to the articles of association of a closed-end fund, which is not a public closed-end fund, shall not require the authorisation, referred to in Art repealed. 4. The PFSA shall refuse its authorisation if the amendments to the articles of association are in conflict with the law and/or the interests of participants. 5. A management company shall announce any amendments to the articles of association of an investment fund in a manner specified in the articles of association.

17 6. Any amendment to the articles of association of an investment fund, which requires the authorisation of the PFSA, shall come into effect: 1) 3 months after the announcement of such amendments or, if the articles of association provide for more than one announcement to be made, in the case of the amendment to the articles of association in a manner specified in Art and/or Art ; 2) as of the date of the announcement, in the case of the amendment to the articles of association in the scope specified in Art and/or Art ; 3) as of the date of the removal from the register of an investment fund which is to be transformed into a new sub-fund of the existing umbrella fund, in the case of the amendment in the scope specified in Art , the PFSA may permit shortening of the period specified in Art , if such shortening does not compromise the interests of the participants in the investment fund. 8. Any amendment to the articles of association of an investment fund which does not require the PFSA s authorisation, shall come into effect: 1) 3 months after the announcement of such amendment in the case of amendments to the articles of association related to the matters specified in Art , and in the case of administration fees specified in Art. 86.2, if they are charged upon the redemption of units; 1a) as of the date of announcement and/or any other date specified by the investors meeting, in the case of amendment to the articles of association of a closed-end investment fund which is not a public investment fund, which has been approved by the investors meeting; 1b) within 30 days from the date of the announcement of an amendment to the articles of association in the case of the amendment in the scope specified in Art and Art b, in connection with the acquisition of the fund management or the acquisition of the management of an open-end investment fund and conducting its matters; 2) as of the date of announcement in other cases. 8a. The amendment to the articles of association of the investment fund referred to in Art , which is directly related to the amendments to the articles of association requiring the PFSA s authorisation referred to in Art and/or Art. 24.2, may enter into force as of the date of entry into force of the amendments to the articles of association requiring the PFSA s authorisation, but no earlier than within 3 months from the date of its announcement. 8b. In the case referred to in Art. 24.8a, the announcement may be made provided that the amendments to the articles of association, referred to in Art , enter into force after

18 obtaining the authorisation of the PFSA, referred to in Art and/or Art. 24.2, with the indication at the same time that the entry into force of these amendments shall comply with the date of the entry into force of the amendments requiring the PFSA authorisation. In such case, the announcement of the amendments requiring the PFSA authorisation should contain the information on the entry into force of the amendments, referred to in Art c. Should the PFSA refuse its authorisation to the amendments of the articles of association related to the amendments referred to in Art , a fund shall immediately announce this fact with the information on non-fulfilment of the condition of the entry into force of the previously announced amendments. 9. The investment fund shall notify the PFSA about the dates of announcements and its content, attaching to the notification the unified text of the articles of association and the extract from the notarial deed including the amendments to the articles of association, as well as file an application to the registry court for entry into the register of the amendment to the articles of association, attaching its unified text thereto with the information on the announcements and their dates, and in the case referred to in Art a with a resolution of the investors meeting. Art. 25. (repealed). Art The subscription for units or investment certificates of an investment fund shall commence no earlier than on the day following the day on which the authorisation to create a fund is served, and in the case referred to in Art. 15.1a in the period defined in the fund s articles of association. The subscription period may not be longer than 2 months. 2. The persons subscribing for units or investment certificates shall make payments to the investment fund and shall receive written confirmation of the payment. 3. A subscription order for units or investment certificates shall be irrevocable and unconditional and shall not specify its validity term. Art A management company shall carry out the subscription for investment certificates of the fund specified in Art. 15.1a, directly or through an investment firm, domestic bank conducting activity defined in Art of the Act on Trading in Financial Instruments, and/or a branch of a credit institution, authorised to offer financial instruments, and for units directly or indirectly through an investment company, domestic bank conducting

19 activity defined in Art of the Act on Trading in Financial Instruments, and/or a domestic branch of a credit institution, authorised to accept and transfer orders to buy and/or sell financial instruments. 2. During the subscription for units, a management company shall make the prospectus of the investment fund and the key investor information available free of charge. 3. A management company is allowed, with the PFSA s consent, to carry out the subscription for units through the entity specified in Art In such case, the management company shall attach to the application referred to in Art. 22 the agreement concluded with such entity and the documents specified in Art regarding such entity. 4. The PFSA shall refuse the consent referred to in Art if the entity acting as intermediary in the subscription may perform those activities in breach of the principles of fair trading and/or in a manner that does not duly protect the interests of the persons subscribing for units. Art Payments to the investment fund shall be made into a separate bank account and/or securities account of a management company kept by the depositary, subject to the provisions of Art If the payment to an investment fund is made by contribution of securities other than dematerialised securities, shares in limited-liability companies, and/or in rights specified in Art a and b and Art , the person subscribing for investment certificates shall transfer, by way of an agreement, in accordance with other regulations, the rights attached to such securities or shares and/or rights specified in Art a and b and Art , to the management company and shall submit to the depositary a copy of the agreement, and in the case of a contribution in the form of securities these securities and/or, if the securities are not in the form of a document, a document confirming ownership of such securities, issued pursuant to the applicable regulations. 2a. The payment in rights specified in Art a and b and Art , shall require the valuation of these rights by a management company no later than 1 month before the conclusion of the agreement with the management company referred to in Art , and no later than 2 months before the commencement of the subscription for the fund's investment certificates. The costs associated with the valuation and the conclusion of the agreement referred to in Art shall be borne by the management company and/or the person subscribing for investment certificates, subject to the provisions of the prospectus or the conditions of issue.

20 3. Before the investment fund is registered, the management company may not use the payments to the fund or administration fees received, or the interest on such payments and/or any benefits derived from such payments. 4. Payments referred to in Art. 28.1, Art and Art. 28.2a may not be subject to enforcement directed against a management company and are not included in the bankruptcy estate of the management company and may not be subject to recovery proceedings. Art If by the deadline for the subscription for units or investment certificates payments were made in the amount specified in the articles of association, the management company shall allot the units or investment certificates within 14 days of the end of the subscription period. 2. If the valuation of the securities and/or shares in limited liability companies contributed to the investment fund, made on the day following the close of the subscription for the investment certificates, and/or the valuation of the rights specified in Art a and b and Art , made pursuant to Art. 28.2a, shows that the value of such securities, shares or rights exceeds the issue price of the certificate or a multiple thereof, the procedure to be followed shall be defined by the investment fund s articles of association, subject to the provisions of Art Payments in excess of the issue price or a multiple thereof may be returned in cash only if the overpayment does not exceed 10% of the issue price of the certificate or a multiple thereof, as the case may be. 4. Units shall be allotted by entering into the register of participants the number of units corresponding to the payment made to the investment fund, increased by the value of the benefits and interest credited by the depositary for the period from the day on which the payment was made into the account maintained by the depositary to the day of allotment. 5. Entry into the register referred to in Art shall have legal effects as of the moment that the investment fund is registered in the register of investment funds. 6. Promptly upon completion of the allotment process referred to in Art. 29.1, the management company shall apply to the registry court for entering the investment fund in the register of investment funds. 7. The following documents shall be attached to the application referred to in Art. 29.6: 1) the PFSA authorisation to create an investment fund in the case of an investment fund, whose creation requires the authorisation of PFSA; 2) the articles of association of an investment fund;

21 3) the articles of association of a management company that creates an investment fund and a relevant excerpt from the register of entrepreneurs; 4) a list of the members of the management company s management board with their names and functions; 5) a statement by the depositary to the effect that the payments required under the articles of association have been collected and that the collection method is in compliance with this Act, the investment fund s articles of association, and in the case of an investment fund, whose creation requires the authorisation of PFSA, with this authorisation. 7a. The statement referred to in Art is made under criminal liability for making a false statement. The person making the statement is obliged to include the clause that reads as follows: "I am aware of criminal liability for making a false statement." This clause replaces the instruction of the authority of criminal liability for making false statements. 8. The registry court shall consider the case within 14 days of the date of filing or supplementing the application. 9. The registry court shall refuse to enter the investment fund in the register of investment funds if the conditions specified in this Act, in the investment fund s articles of association, and/or in the PFSA authorisation have not been met. 10. Promptly upon the registration of an investment fund in the register of investment funds, the fund shall issue investment certificates in the manner and on the terms specified in the fund s articles of association and the prospectus, or in the terms and conditions of the issue, and shall deliver to the PFSA relevant excerpt from the register.

22 Art Until the date of the investment fund s entry into the register of investment funds, the PFSA may revoke its authorisation to create an investment fund if a management company has breached the provisions of this Act, the investment fund s articles of association and/or the terms of the authorisation, while collecting payments. 2. The authorisation to create an investment fund shall expire if: 1) the management company fails to collect such amount of payments as specified in the articles of association during the subscription period for units or investment certificates specified in the articles of association; 2) the management company fails to apply for entering the investment fund in the register of investment funds before the lapse of 6 months from the day on which the authorisation to create the investment fund is served. 3. Within 14 days of the day on which: 1) the court decision refusing to enter the investment fund in the register of investment funds becomes final, and/or 2) the PFSA decision to revoke the authorisation to create the investment fund becomes final, and/or 3) the period referred to in Art and/or expires, and/or 4) 3 months lapse from the end of the period specified in the articles of association of the fund referred to in Art. 15.1a for carrying out the subscription for investment certificates, if the management company has collected payments in the amount specified in the articles of association and failed to file an application for entry of the investment fund to the register of investment funds, and/or 5) the period specified in the fund s articles of association, referred to in Art. 15.1a, for collecting payments for investment certificates expires, if the management company has not collected payments in the amount and period specified in the articles of association the management company shall return the payments made to the investment fund and shall transfer the rights attached to securities or shares in limited liability companies and shall transfer the rights specified in Art a and b and Art , together with the value of any benefits received and any interest credited by the depositary for the period from the day on which the payment was made into the account maintained by the depositary to the day on which one of the events specified in Art occurs, and any administration fees received.