INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of April 29, 2015 No. 3629-U

About recognition of persons by skilled investors and procedure for maintaining the register of persons recognized as skilled investors

The Bank of Russia according to Item 25 of Article 30, Items 3 - 5, the 7 and 12 article 51.2 of the Federal Law of April 22, 1996 No. 39-FZ "About the security market" (The Russian Federation Code, 1996, No. 17, Art. 1918; 2001, No. 33, Art. 3424; 2002, No. 52, Art. 5141; 2004, No. 27, Art. 2711; No. 31, Art. 3225; 2005, No. 11, Art. 900; No. 25, Art. 2426; 2006, No. 1, Art. 5; No. 2, Art. 172; No. 17, Art. 1780; No. 31, Art. 3437; No. 43, Art. 4412; 2007, No. 1, Art. 45; No. 18, Art. 2117; No. 22, Art. 2563; No. 41, Art. 4845; No. 50, Art. 6247, Art. 6249; 2008, No. 52, Art. 6221; 2009, No. 1, Art. 28; No. 18, Art. 2154; No. 23, Art. 2770; No. 29, Art. 3642; No. 48, Art. 5731; No. 52, Art. 6428; 2010, No. 17, Art. 1988; No. 31, Art. 4193; No. 41, Art. 5193; 2011, No. 7, Art. 905; No. 23, Art. 3262; No. 27, Art. 3880; No. 29, Art. 4291; No. 48, Art. 6728; No. 49, Art. 7040; No. 50, Art. 7357; 2012, No. 25, Art. 3269; No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 26, Art. 3207; No. 30, Art. 4043, Art. 4082, Art. 4084; No. 51, Art. 6699; No. 52, Art. 6985; 2014, No. 30, Art. 4219; 2015, No. 14, the Art. 2022) (further - the Federal Law "About the Security Market"), Item 1 of article 53 of the Federal Law of November 29, 2001 No. 156-FZ "About investment funds" (The Russian Federation Code, 2001, No. 49, Art. 4562; 2004, No. 27, Art. 2711; 2006, No. 17, Art. 1780; 2007, No. 50, Art. 6247; 2008, No. 30, Art. 3616; 2009, No. 48, Art. 5731; 2010, No. 17, Art. 1988; No. 31, Art. 4193; 2011, No. 48, Art. 6728; No. 49, Art. 7040, Art. 7061; 2012, No. 31, Art. 4334; 2013, No. 26, Art. 3207; No. 27, Art. 3477; No. 30, Art. 4084; No. 51, Art. 6695, Art. 6699; 2014, No. 11, the Art. 1098) and the Federal Law of July 10, 2002 No. 86-FZ "About the Central bank the Russian Federation (Bank of Russia)" (The Russian Federation Code, 2002, No. 28, Art. 2790; 2003, No. 2, Art. 157; No. 52, Art. 5032; 2004, No. 27, Art. 2711; No. 31, Art. 3233; 2005, No. 25, Art. 2426; No. 30, Art. 3101; 2006, No. 19, Art. 2061; No. 25, Art. 2648; 2007, No. 1, Art. 9, Art. 10; No. 10, Art. 1151; No. 18, Art. 2117; 2008, No. 42, Art. 4696, Art. 4699; No. 44, Art. 4982; No. 52, Art. 6229, Art. 6231; 2009, No. 1, Art. 25; No. 29, Art. 3629; No. 48, Art. 5731; 2010, No. 45, Art. 5756; 2011, No. 7, Art. 907; No. 27, Art. 3873; No. 43, Art. 5973; No. 48, Art. 6728; 2012, No. 50, Art. 6954; No. 53, Art. 7591, Art. 7607; 2013, No. 11, Art. 1076; No. 14, Art. 1649; No. 19, Art. 2329; No. 27, Art. 3438, Art. 3476, Art. 3477; No. 30, Art. 4084; No. 49, Art. 6336; No. 51, Art. 6695, Art. 6699; No. 52, Art. 6975; 2014, No. 19, Art. 2311, Art. 2317; No. 27, Art. 3634; No. 30, Art. 4219; No. 45, Art. 6154; No. 52, Art. 7543; No. 1, the Art. 4, the Art. 37) establishes 2015,:

procedure for recognition of physical persons and legal entities (further in case of joint mentioning - person) according to their statement skilled investors, including requirements to disclosure of procedure for decision making about recognition of person by the skilled investor;

requirements to total cost of securities which are owned by the physical person, and (or) to the general size of obligations from the agreements which are derivative financial instruments and prisoners at the expense of this person for recognition by his skilled investor;

requirements to securities and other financial instruments which can be considered when calculating total cost of securities which are owned by the physical person, and (or) the general size of obligations from the agreements which are derivative financial instruments and prisoners at the expense of this person for recognition of person by the skilled investor, and also procedure for her (his) calculation;

requirements to work experience of physical person for recognition by his skilled investor;

quantity, amount and term of the commited by person security transactions and the signed agreements which are derivative financial instruments considered for recognition by his skilled investor;

the size of the property belonging to physical person and procedure of payments of such size for recognition by his skilled investor;

requirements to education and qualification of physical person for recognition by his skilled investor;

the size of equity of the legal entity for recognition by his skilled investor;

the size and the period of calculation of turnover (revenue) from sales of goods (works, services) of the legal entity for recognition by his skilled investor;

the size of the amount of assets of the legal entity for recognition by his skilled investor;

procedure for maintaining the register of persons recognized as skilled investors (further - the register).

Chapter 1. General provisions

1.1. Person meeting the requirements, the established Federal Law "About the Security Market" and this Instruction can be acknowledged skilled investor according to its statement according to the procedure, established by this Instruction. At the same time person can be acknowledged skilled investor concerning one type or several types of the securities and other financial instruments, one type or several types of service intended for skilled investors.

Recognition of person according to its statement by the skilled investor is performed by brokers, managing directors, Forex dealers and managing companies of mutual investment fund (further - person performing recognition by the skilled investor).

1.2. Person performing recognition by the skilled investor develops and approves taking into account requirements of this Instruction the document containing procedure for decision making about recognition of person by the skilled investor (further - regulations), including:

requirements for recognition of person by the skilled investor according to the Federal Law "About the Security Market" and this Instruction;

the list of the documents submitted by person confirming its compliance to requirements which observance is necessary for recognition of person by the skilled investor, and also procedure for their representation;

procedure for test of compliance of person to requirements to which there shall correspond such person for recognition by his skilled investor;

the procedure of confirmation by the skilled investor of observance of requirements, compliance to which it is necessary for recognition of person by the skilled investor if such confirmation is provided by the Federal Law "About the Security Market";

decision making term about recognition or about refusal in recognition of person by the skilled investor, and also the notification procedure of the specified person about the made decision;

procedure for maintaining the register according to the Federal Law "About the Security Market" and this Instruction.

1.3. Person performing recognition by the skilled investor opens regulations on the website on the Internet.

Chapter 2. Requirements to which there shall correspond person for recognition by his skilled investor

2.1. The physical person can be acknowledged skilled investor if it answers any of the following requirements.

2.1.1. Total cost of securities which are owned by this person and (or) from the agreements which are derivative financial instruments and the prisoners at the expense of this person calculated according to the procedure, the stipulated in Item 2.4 presents of the Instruction at least 12 million rubles, and since January 1, 2026 - at least 24 million rubles shall make the general size of obligations. When calculating of the specified total cost (the general size of obligations) financial instruments, the stipulated in Item 2.3 presents of the Instruction are considered. In case of determination of total cost (the general size of obligations) also corresponding financial instruments delivered by physical person in trust management are considered.

2.1.2. Has work experience:

2.1.2.1. in the Russian and (or) foreign organization at least two years if such organization (organizations) is at least three years in other cases (are) the skilled investor according to Item 2 of article 51.2 of the Federal law "About the Security Market", or;

2.1.2.2. in position in case of appointment (election) to which according to the Federal Laws approval of the Bank of Russia was required.

2.1.3. Made security transactions and (or) signed the agreements which are derivative financial instruments for the last four quarters on average at least 10 quarterly, but at least once a month. At the same time the cumulative price of such transactions (agreements) shall constitute at least 6 million rubles.

2.1.4. The size of the property belonging to person constitutes at least 12 million rubles, and since January 1, 2026 - at least 24 million rubles. At the same time only the following property is considered:

the money which is on accounts and (or) in deposits (deposits) opened in credit institutions according to regulations of the Bank of Russia and (or) in foreign banks with the organization place in the states specified in subitems 1 and 2 of Item 2 of article 51.1 of the Federal law "About the Security Market", and the amount of the added percent;

requirements to credit institution to pay cash equivalent of precious metal on book price of the corresponding precious metal;

the securities, the stipulated in Item 2.3 presents of the Instruction including delivered by physical person in trust management.

2.1.5. Has the higher economic education supported by the document of the state sample of the Russian Federation on the higher education issued by the educational organization of higher education which at the time of issue of the specified document performed certification of citizens in the field of professional activity in the security market, or the qualification in the field of the financial markets confirmed with the certificate on qualification granted according to part 4 of article 4 of the Federal Law of July 3, 2016 No. 238-FZ "About independent assessment of qualification" (The Russian Federation Code, 2016, No. 27, of the Art. 4171), or at least one of the following international certificates: certificate of "Chartered Financial Analyst (CFA)", certificate of "Certified International Investment Analyst (CHA)", certificate of "Financial Risk Manager (FRM)".

2.2. The legal entity can be acknowledged skilled investor if it is the commercial organization and answers any of the following requirements.

2.2.1. At least 200 million rubles have equity.

2.2.2. Made security transactions and (or) signed the agreements which are derivative financial instruments for the last four quarters on average at least to five quarterly, but at least once a month. At the same time the cumulative price of such transactions (agreements) shall constitute at least 50 million rubles.

2.2.3. Has turnover (revenue) from sales of goods (works, services) according to accounting records (national standards or rules of accounting and creation of the reporting for the foreign legal entity) for the last complete accounting year at least 2 billion rubles. Under complete accounting year it is necessary to understand accounting year concerning which fixed term of submission of annual accounting (financial) accounts expired or the annual accounting (financial) accounts for which are constituted before the expiration of fixed term of its representation.

2.2.4. Has the amount of assets according to accounting data (national standards or rules of accounting and creation of the reporting for the foreign legal entity) for the last complete accounting year in the amount of at least 2 billion rubles.

2.3. For the purposes provided by subitems 2.1. 1, 2.1.3 both 2.1.4 Items 2.1 and subitem 2.2.2 of Item 2.2 of this Instruction, are considered the following financial instruments:

government securities of the Russian Federation, government securities of subjects of the Russian Federation and municipal securities;

shares and bonds of the Russian issuers;

government securities of foreign states;

shares and bonds of foreign issuers;

the Russian depositary receipts and foreign depositary receipts on securities;

investment shares of mutual investment funds and shares (shares) of foreign investment funds;

hypothecation certificates of participation;

the agreements signed at the organized biddings which are derivative financial instruments.

2.4. The cost of financial instruments (the size of obligations) in the cases provided by subitems 2.1.1 and 2.1.4 of Item 2.1 of this Instruction is determined on the date of carrying out the corresponding calculation as the amount of their estimated value (the size of obligations) determined taking into account following provisions:

the estimated value of securities (except for investment shares and hypothecation certificates of participation) is determined proceeding from the market price determined according to the Procedure for determination of market price of securities, estimated price of securities, and also limiting border of fluctuations of market price of securities for the purpose of 23 Chapters of the Tax Code of the Russian Federation approved by the order of FFMS of Russia of November 9, 2010 No. 10-65/pz-n "About approval of the Procedure for determination of market price of securities, estimated price of securities, and also limiting border of fluctuations of market price of securities for the purpose of 23 Chapters of the Tax Code of the Russian Federation", registered by the Ministry of Justice of the Russian Federation on November 29, 2010 No. 19062, on July 16, 2012 No. 24917 (The Russian newspaper of December 1, 2010, of July 25, 2012), and in case of impossibility of determination of market price - from the price of their acquisition (for bonds - the prices of acquisition and cumulative coupon yield);

in estimated value of investment shares of mutual investment funds their estimated cost for the last date of its determination preceding date of determination of their cost is recognized;

in estimated value of shares (shares) of foreign investment funds their estimated cost for the last date of their determination preceding date of determination of their cost calculated according to the personal law of such fund on the basis of the cost of its net assets counting on one share (share) and if for calculating date estimated cost is absent estimated value of shares (shares) of foreign investment funds is recognized it is determined proceeding from closing price of the market for calculating date following the results of the biddings on the foreign stock exchange;

in estimated value of hypothecation certificates of participation their estimated value for the last date of its determination preceding date of determination of their cost by division of the size of mortgage covering, the share in the right of common ownership on which is certified by the hypothecation certificate of participation, on the number of the issued hypothecation certificates, is recognized;

the general size of obligations from the agreements which are derivative financial instruments is determined proceeding from the amount of the providing required for ensuring obligation fulfillment on open line items of person who submitted the application for recognition by his skilled investor, and the award paid in case of the conclusion of the option agreement.

2.5. The cumulative price in the cases provided by subitem 2.1.3 of Item 2.1 and subitem 2.2.2 of Item 2.2 of this Instruction is determined by transactions with financial instruments as the amount:

the prices of contracts with securities (purchase and sale agreements, loan agreements), and according to repurchase agreements - the prices of the first parts and

the prices of the agreements which are derivative financial instruments.

2.6. In case of determination of necessary work experience in the case provided by subitem 2.1.2.1 of Item 2.1 of this Instruction the work experience in one or several (two and more) organizations which is directly connected with transactions with the financial instruments, preparation of individual investment recommendations, risk managements connected with making of the specified transactions within five years preceding date of filing of application about recognition by the skilled investor is considered.

2.7. The equity of the Russian legal entity provided by subitem 2.2.1 of Item 2.2 of this Instruction is determined by subtraction from the amount by the III Section of the balance sheet of the amount of shares (share of the shares) redeemed from members (founders), and subtraction of outstanding amount of participants (founders) on fees in the authorized (share) capital. The equity of the foreign legal entity is determined as the cost of its net assets which calculation is confirmed by the auditor.

Equity of the foreign legal entity, and also other indicators provided by subitems 2.1. 1, 2.1.3 both 2.1.4 Items 2.1 and subitems 2.2.2 - 2.2.4 Items 2.2 of this Instruction, expressed in foreign currency, are determined proceeding from the foreign exchange rate established by the Central bank of the Russian Federation at the time of calculation of the corresponding indicator, and in case of lack of such rate - by the cross-rate of the corresponding currency calculated proceeding from the foreign exchange rates established by the Central bank of the Russian Federation.

Chapter 3. Procedure for recognition of person by the skilled investor

3.1. Person requesting recognition by his skilled investor represents to person performing recognition by the skilled investor, the statement with request for recognition by his skilled investor and the documents confirming its compliance to requirements which observance is necessary for recognition of person by the qualified investor according to this Instruction and the regulations.

The representation method (including in electronic form or on paper) person requesting recognition by his skilled investor, statements with request for recognition by his skilled investor and the documents confirming its compliance to requirements which observance is necessary for recognition of person by the skilled investor identifies person performing recognition by the skilled investor in regulations.

3.2. The statement of person with request for recognition by his skilled investor shall contain including:

the list of types of securities, and (or) derivative financial instruments, and (or) the list of types of service concerning which person appeals to be acknowledged skilled investor;

specifying on the fact that the applicant is informed on the increased risks connected with financial instruments about the restrictions set by the legislation of the Russian Federation concerning the financial instruments intended for skilled investors and features of rendering services to skilled investors and if the applicant - physical person, also that to the physical persons which are owners of the securities intended for skilled investors according to Item 2 of article 19 of the Federal Law of March 5, 1999 No. 46-FZ "About protection of the rights and legitimate interests of investors in the security market" (The Russian Federation Code, 1999, No. 10, Art. 1163; 2002, No. 50, Art. 4923; 2004, No. 35, Art. 3607; 2005, No. 25, Art. 2426; 2006, No. 1, Art. 5; No. 31, Art. 3437; 2007, No. 18, Art. 2117; No. 50, Art. 6247; 2009, No. 18, Art. 2154; No. 29, Art. 3642; 2010, No. 41, Art. 5193; 2011, No. 48, Art. 6728; 2012, No. 53, Art. 7607; 2013, 30, Art. 4084) are not performed No. payments of compensations from federal compensation fund;

specifying that the applicant in case of recognition by his skilled investor shall notify person who recognized as his skilled investor about non-compliance with requirements by it compliance to which is necessary for recognition of person by the skilled investor (if the applicant - physical person).

3.3. Person performing recognition by the skilled investor, according to the procedure and the terms provided by regulations performs verification of the documents submitted by the applicant regarding observance of requirements, compliance to which is necessary for recognition of person by the skilled investor.

Person performing recognition by the skilled investor has the right to request from the applicant the additional documents confirming its compliance to requirements which observance is necessary for recognition of person by the skilled investor. In this case the current of the term provided by paragraph one of this Item stops from the date of sending an inquiry about day of submission of required documents by the applicant.

3.4. The decision on recognition of person by the skilled investor shall contain specifying concerning what types of securities, and (or) derivative financial instruments, and (or) types of service this person is recognized as the skilled investor.

3.5. Person performing recognition by the skilled investor sends to the applicant according to the procedure, provided by regulations, the notification containing the following data depending on the made decision:

in case of decision making about recognition of person by the skilled investor - data concerning what types of securities, and (or) derivative financial instruments, and (or) types of service this person is recognized as the skilled investor;

in case of decision making about refusal in recognition of person by the skilled investor - the reason of such refusal.

3.6. Person is recognized the skilled investor from the moment of introduction of record about its inclusion in the register by person performing recognition by the skilled investor.

3.7. Person performing recognition by the skilled investor shall demand from the legal entity recognized as the skilled investor, confirmations of observance of requirements, compliance to which is necessary for recognition of person by the skilled investor and to perform check of observance of the specified requirements. Such check shall be performed in the terms established by the agreement, but at least once a year.

3.8. Person recognized as the skilled investor concerning certain types of securities, and (or) derivative financial instruments, and (or) types of service has the right to address person who recognized as his skilled investor with the statement for recognition by his skilled investor concerning other types of securities, and (or) derivative financial instruments, and (or) the types of service intended for skilled investors. In this case person submits the documents confirming its compliance to requirements which observance is necessary for recognition of person by the qualified investor according to this Instruction and the regulations.

In the specified case recognition of person by the skilled investor is performed according to the procedure, provided by Items 3.1 - 3.6 presents of the Instruction.

3.9. Person performing recognition by the skilled investor makes the decision on exception of person recognized by it the skilled investor from the register in case of non-compliance with requirements by it, compliance to which is necessary for recognition of person by the skilled investor.

Chapter 4. Procedure for maintaining register

4.1. Person performing recognition by the skilled investor shall keep the register in electronic form according to the procedure, established by this Instruction and the regulations.

4.2. Inclusion of person in the register is performed no later than the next working day from the date of decision making about recognition of person by the skilled investor.

4.3. The register shall contain the following information on the skilled investor:

the complete and reduced trade name - for legal entities; surname, name, middle name (the last in the presence) - for physical persons;

address of the legal entity or residential address or places of stay of physical person;

identification taxpayer number or the code of the foreign organization assigned by tax authority - for the legal entity; details of the identity document, - for physical person;

date of entering of record about person into the register;

types of securities, and (or) derivative financial instruments, and (or) types of service concerning which this person is recognized as the skilled investor;

date of exception of person of the register;

reason of exception of person of the register.

The register in addition to information provided in this Item can include other information provided by regulations.

4.4. Person recognized as the skilled investor has the right to address person who recognized as his skilled investor with the statement for its exception of the register in general or concerning certain types of securities, and (or) derivative financial instruments, and (or) the rendered services concerning which he was recognized as the skilled investor (further - the statement for exception of the register). Allowance of the application about exception of the register it cannot be refused.

Corresponding changes are entered in the register no later than the next working day from the date of receipt of the statement for exception of the register (if other is not provided by this Item) and if the transactions made at the expense of the skilled investor who submitted the application for exception of the register are not performed until receipt of the specified statement, - no later than the next working day from the date of execution of the last committed transaction.

If requests of the skilled investor who submitted the application for exception of the register for acquisition of the investment shares of mutual investment fund intended for skilled investors are not performed, corresponding changes are entered in the register no later than the next working day from the date of introduction of the corresponding entry on personal account in the register of owners of investment shares or emergence of the circumstance unambiguously testimonial of impossibility of issue of investment shares to person who submitted such applications. From the moment of receipt of the statement for exception of the register person performing recognition by the skilled investor having no right to conclude security transactions at the expense of the skilled investor (except as specified, provided by this Item) and (or) to sign the agreements which are derivative financial instruments concerning which person filed petition for exception of the register.

4.5. Modification of the register is performed according to the statement of the skilled investor, including according to the statement for exception of the register. Modification of the register, connected with exception of person not according to its statement from the register, is performed in case of acceptance by person performing recognition by the skilled investor, decisions on exception of the register including if the legal entity did not confirm in the terms established by the agreement, observance of requirements, compliance to which is necessary for recognition of person by the skilled investor.

Entering into the register of the changes connected with exception of person of the register is made by person performing recognition by the skilled investor no later than the day following behind day of receipt of the corresponding statement of the skilled investor or decision making about exception of the register. About entering of the specified changes into the register the corresponding person shall be notified according to the procedure and the terms provided by regulations.

4.6. At the request of the skilled investor person performing recognition by the skilled investor in the terms established by regulations shall provide to the skilled investor the statement from the register containing information on this person. The provision method (including in electronic form or on paper) statements is determined by person performing recognition by the skilled investor in regulations.

Chapter 5. Final provisions

5.1. This Instruction becomes effective after 10 days after day of its official publication in "the Bulletin of the Bank of Russia".

5.2. Persons performing recognition by the skilled investor within three months from the date of entry into force of this Instruction shall bring the internal documents into accord with requirements of this Instruction.

5.3. Persons performing recognition by the skilled investor perform check of observance by the legal entities recognized as skilled investors before entry into force of this Instruction, requirements, compliance to which is necessary for recognition of person by the skilled investor, in terms, the stipulated in Item 3.7 presents of the Instruction.

5.4. From the date of entry into force of this Instruction not to apply:

the order of FFMS of Russia of March 18, 2008 No. 08-12/pz-n "About approval of the Regulations on procedure for recognition of persons by skilled investors", No. 11522 registered by the Ministry of Justice of the Russian Federation on April 14, 2008 (The bulletin of regulations of federal executive bodies of May 12, 2008 No. 19);

Item 3 of changes which are made to regulatory legal acts of the Federal Service for Financial Markets, approved by the order of FFMS of Russia of January 21, 2011 No. 11-1/pz-n "About modification of some regulatory legal acts of the Federal Service for Financial Markets", the registered Ministry of Justice of the Russian Federation on March 25, 2011 No. 20290 (The bulletin of regulations of federal executive bodies of April 25, 2011 No. 17);

Item 12 of the order of FFMS of Russia of April 24, 2012 No. 12-27/pz-n "About modification of some regulatory legal acts of the Federal Service for Financial Markets", No. 24428 registered by the Ministry of Justice of the Russian Federation on June 1, 2012 (The Russian newspaper of July 6, 2012).

 

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