LAW OF UKRAINE

of March 15, 2001 No. 2299-III

About institutes of joint investment (share and corporate investment funds)

This Law determines legal and organizational basis of creation, activities and responsibility of subjects of joint investment, feature of management of their assets, establishes requirements to structure, structure and storage of assets, features of placement and security circulation of institutes of joint investment, procedure and amount of disclosure of information by institutes of joint investment for the purpose of attraction and effective placement of financial resources of investors.

Section I. GENERAL PROVISIONS

Article 1. Law task

Task of this Law is regulation of the public relations arising in the field of joint investment on creation and activities of subjects of joint investment, providing guarantees of the property rights to securities and protection of the rights of stock market participants.

Article 2. The legislation in the field of joint investment

The relations in the field of joint investment are governed by the laws of Ukraine and other regulatory legal acts concerning functioning of the stock market and concerning activities of joint-stock companies in the part which is not contradicting regulations of this Law and also this Law and other regulatory legal acts adopted according to it.

Article 3. Determination of terms

Terms which are used in this Law have the following value:

1) assets of institute of joint investment - the set of property, corporate laws and requirements created at the expense of means of joint investment;

2) net assets value of institute of joint investment - the size which is determined as difference between the amount of assets of institute of joint investment taking into account their market value and the size of obligations of institute of joint investment;

3) the redemption of securities of institute of joint investirovaniyauplat the issuer to the investor of cost of part of net assets of institute of joint investment it is pro rata to the number of the securities of institute of joint investment belonging to the investor with the termination of the property right of the investor to these securities;

4) control - ownership is direct or through the connected persons of shares, component at least 20 percent of the authorized capital (fund) of the legal entity, or management of the greatest number of voices in governing body of the legal entity. For physical person the total amount of ownership of shares of the authorized capital (fund) of the legal entity (voices in governing body) is determined as the total amount of corporate laws (voices) belonging to this physical person, members of his family and legal entities who are controlled by this physical person or members of his family;

5) the investment declaration - the document which is component of regulations of institute of joint investment and appendix to the contract with the company on asset management in which the main directions and restrictions of investing activities of institute of joint investment are determined;

6) the investment certificate - the security which is issued by the company on asset management of mutual investment fund and certifies the property right of the investor to share in mutual investment fund;

7) institute of joint investment (further - ISI) corporate investment fund or mutual investment fund;

8) the company on asset management of institution investors (further - the company on asset management) - the economic society performing professional activity on asset management of institution investors based on the license which is granted by the National commission on securities and the stock market (further - the Commission);

9) means of joint investment - the funds deposited by founders of corporate investment fund and attracted from investors of ISI the income from implementation of transactions with ISI assets, the income added on ISI assets and other income from activities of ISI (percent on loans, lease (leasing) payments and so forth). Funds deposited by founders of corporate investment fund are considered as means of joint investment after entering of such fund into the Unified state register of ISI (further - the register of ISI). Maintaining the register of ISI is performed by the Commission;

10) connected person:

a) the legal entity who exercises control of the corresponding legal entity or is controlled by the corresponding legal entity, or is under general control with such legal entity;

b) the physical person or members of his family exercising control of the corresponding legal entity. His husband or the wife, direct relatives (children or parents) of the physical person, their husbands or wives, and also the husband or the wife of any direct relative of physical person are considered as members of the family of physical person;

c) the official of the corresponding legal entity, authorized to perform from his name the legal acts directed to establishment, change or the termination of legal relations and also members of the family of such person;

11) the seed authorized capital (fund) of corporate investment fund - the authorized capital (fund) paid in full by founders before its registration in the register of ISI;

12) the proclaimed securities of ISI - the securities of ISI which are subject to public (open) placement;

13) regulations of ISI - the document determining features of activities of ISI;

14) placement of securities - alienation of securities to primary owners by the conclusion of civil agreements;

15) the placed securities - the securities of ISI acquired by investors during placement;

16) the certificate on entering of fund into the register of ISI - the document which is issued by the Commission after registration of regulations of ISI and certifies entering of fund into the register of ISI;

17) activities for joint investment - activities which are performed in interests and at the expense of participants (shareholders) of ISI by issue of securities of ISI for the purpose of profit earning from investment of capital attracted from their placement in the securities of other issuers, corporate laws, the real estate and other assets permitted by the laws of Ukraine and regulatory legal acts of the Commission;

18) securities of ISI - shares of corporate investment fund and investment certificates of mutual investment fund. Securities of ISI of one release shall have the identical form of existence. Securities of ISI can be only nominal.

Article 4. Classification of institutes of joint investment

ISI depending on procedure of its activities can be the open, interval, closed type.

ISI belongs to open type if he (or the company on management of its assets) undertakes the obligation to perform at any time upon the demand of investors the redemption of the securities emitted by this ISI (or the company on management of its assets).

ISI belong to interval type if he (or the company on management of its assets) undertakes obligations to perform upon the demand of investors the redemption of the securities emitted by this ISI (or the company on management of its assets) during the term (interval) stipulated in the prospectus of the issue. The prospectus of the issue of ISI of interval type shall provide procedure for determination of start and end date of interval, frequency of interval (at least once a year and is not more often than once a quarter), interval duration (it is at least ten working days within year also at least than one working day during each interval).

ISI belongs to the closed type if he (or the company on management of its assets) does not undertake obligations according to the redemption of the securities emitted by this ISI (or the company on management of its assets) until its termination.

ISI can be urgent or termless.

Urgent ISI is created for the certain term established in regulations by ISI after which termination the specified ISI stops if according to requirements of parts seven - the ninth this Article the decision on prolongation of term of activities of such ISI is not made.

Prolongation of term of activities of urgent ISI is performed according to the decision of general meeting of shareholders of corporate ISI or the supervisory board of share ISI, and in case of its absence - authorized body of the company on asset management of such ISI.

In case of adoption of the specified decision corporate ISI shall perform share repurchase of this ISI at shareholders who voted against adoption of such decision or did not take part in vote concerning it and require the redemption of the shares which are due to them, and the company on asset management of share ISI shall perform the redemption of investment certificates of this ISI from participants who do not agree with the specified decision and require the redemption of the investment certificates which are due to them. Such shareholders of corporate ISI and participants of share ISI have the right to require the redemption of securities of ISI from them in quantity which does not exceed the number of securities which owners they were on the date of decision making about prolongation of term of activities of ISI. The procedure for the obligatory redemption of securities of ISI is established by the Commission.

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