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Ministry of Justice of Ukraine

April 28, 2022

No. 465/37801

DECISION OF THE NATIONAL COMMISSION ON SECURITIES AND STOCK MARKET OF UKRAINE

of February 3, 2022 No. 92

About approval of Licensed conditions of implementation of professional activity in the capital markets - activities for asset management of institutional investors

According to Item 13 parts one of article 8 of the Law of Ukraine "About state regulation of the capital markets and the organized goods markets", to the Laws of Ukraine "About institutes of joint investment", "About non-state pension provision", "About obligatory national pension insurance", "About mortgage bonds", to Articles 66, 70, to parts one - the fourth Article 71, to article 76 of the Law of Ukraine "About the capital markets and the organized goods markets" the National commission on securities and the stock market RESHILA:

1. Approve Licensed conditions of implementation of professional activity in the capital markets - activities for asset management of institutional investors who are applied.

2. Recognize invalid:

the decision of the National commission on securities and the stock market of July 23, 2013 No. 1281 "About approval of Licensed conditions of implementation of professional activity in the stock market (security market) - activities for asset management of institutional investors (activities for asset management)", registered in the Ministry of Justice of Ukraine on September 12, 2013 for No. 1576/24108 (with changes);

the decision of the National commission on securities and the stock market of February 7, 2012 No. 235 "About approval of Licensed conditions of implementation of professional activity in the security market - activities for management of mortgage covering", registered in the Ministry of Justice of Ukraine on February 28, 2012 for No. 328/20641 (with changes).

3. The legal entities having licenses for implementation of professional activity in the capital markets - activities for asset management of institutional investors (activities for asset management), shall:

bring the internal documents into accord with these Licensed conditions within six months after entry into force of this decision if other is not established by standards of corporate management in professional participants of the capital markets and the organized goods markets;

bring structure of property into accord with requirements of these Licensed conditions within six months after entry into force of this decision if in structure of property of such person there is foreign legal person(s) and/or physical person(s) - the foreigner(s) - within year.

Requirements of these Licensed conditions of rather seed capital are applied only to legal entities who intend to perform activities for asset management of institutional investors (activities on asset managements) and submitted to NKTsBFR the application and the relevant documents for receipt of the license.

4. To department of methodology of regulation of professional participants of the security market () provide Kurochkin I.:

submission of this decision for implementation of examination on compliance of the Convention on human rights protection and fundamental freedoms in the Secretariat of the Representative for cases of the European Court of Human Rights of the Ministry of Justice of Ukraine;

submission of this decision on state registration in the Ministry of Justice of Ukraine;

promulgation of this decision on the official website of the National commission on securities and the stock market.

5. This decision becomes effective from the date of its official publication.

6. Control over the implementation of this decision to assign to the member of the National commission on securities and the stock market Boyko Yu.

Commission chairman 

R. Magomedov

It is approved:

Chairman of the Antimonopoly Committee of Ukraine

 

O. Peschanskaya

Chairman of Public service of financial monitoring of Ukraine

I.Cherkassky

First Deputy Minister of digital transformation of Ukraine

A. Vyskub

Approved by the decision of the National commission on securities and the stock market of Ukraine of February 3, 2022 No. 92

Licensed conditions of implementation of professional activity in the capital markets - activities for asset management of institutional investors

I. General provisions

1. These Licensed conditions establish the requirements obligatory for accomplishment in case of receipt of the license for implementation of professional activity in the capital markets - activities for asset management of institutional investors (further - the license) by its separate types, when implementing professional activity in the capital markets - activities for asset management of institutional investors (activities for asset management or activities for management of mortgage covering (further - activities for asset management of institutional investors), and features of combination of these activities with separate types of professional activity in the capital markets.

2. In these Licensed conditions terms are used in such values:

continuous rendering services - provision of services without variation from requirements to rendering the services determined by internal documents of the licensee according to the legislation and/or its contracts with the third parties;

the separate division of the applicant/licensee - branch, other division of the legal entity which is located out of its location and performs everything or part of its functions on implementation of certain type of activity on asset management of institutional investors, except specialized structural division;

the applicant - the legal entity created by the legislation of Ukraine which intends to perform activities for asset management of institutional investors also submits to the National commission on securities and the stock market the statement and the relevant documents for receipt of the license;

the leading officials are persons performing executive functions, and the faces performing supervising functions;

the head of the applicant/licensee - person performing function of sole executive body or the chairman of collegiate executive body of the applicant/licensee;

the licensee - the legal entity created by the legislation of Ukraine, having the license obtained in the procedure established by the legislation;

the mediated essential participation - ownership in the applicant/licensee which comes if person or group of persons directly or indirectly owns share (shares) in the authorized capital of one or several legal entities in structure of property of the legal entity of the applicant/licensee, in such size which provides opportunity to control through this person (these persons) of 10 and more percent of the authorized capital of the applicant/licensee;

persons who perform supervising functions - the chairman and members of the supervisory board (or other body responsible for implementation of supervision of the legal entity according to internal documents of the licensee), other persons who have powers on determination of strategy, the purposes and general activity of the legal entity watch process of acceptance of management decisions and control this process;

officials of internal control system - the division managers performing functions on risk managements, internal audit and komplayens and/or individuals who perform functions of the risk manager, komplayens-manager and internal auditor;

the room - the part of unobstructed capacity of the building limited to construction elements with possibility of entrance and exit which is used by the licensee (including its isolated and/or specialized structural divisions) when implementing activities for asset management of institutional investors;

the direct owner of the applicant/licensee - person who is the owner of share (shares) in the authorized capital of the applicant/licensee;

the public company is:

public joint stock company;

the foreign legal entity who is the issuer of shares which are admitted to trading on at least one of the following controlled markets:

New York Stock Exchange (NYSE);

Hong Kong Exchanges and Clearing;

London Stock Exchange (LSE);

Japan Exchange Group;

the controlled markets entering into Nasdaq, Inc.;

the certified specialist - physical person addressed to which the certificate of NKTsBFR on the right of making of the actions connected with direct implementation of professional activity in the capital markets and the organized goods markets which effective period did not expire is issued;

the specialized structural division of the applicant/licensee - department, management, department, the sector which is integral part of internal organizational structure of the applicant/licensee or its separate division and has other location, than the licensee or its separate division;

length of service on executive positions - length of service as the leading official and/or as deputy of the leading official and/or as the head and/or the deputy manager of separate, specialized and/or functional structural division of the professional participant to the capital markets or bank (for activities for management of mortgage covering) and/or positions of public service are not lower than category B in State commission on securities and the stock market and/or NKTsBFR and/or to positions of the Chairman or member of such commission;

length of service in the capital markets is general length of service of physical person:

on the leading positions / as specialist of the subject of the managing performing professional activity in the capital markets or banking activity (for activities for management of mortgage covering);

and/or on the leading positions / as specialist in associations (associations) of persons performing professional activity in the capital markets;

and/or to positions of public service in State commission on securities and the stock market and/or NKTsBFR, and / or to positions of the chairman or member of such commission;

functional division of the professional participant - the structural division (structural unit) which directly performs transactions on implementation of professional activity (operating activiies) according to the obtained license (licenses) or performs servicing of activities of such divisions and does not enter internal control system of the professional participant.

The terms "goodwill", "official channel of communication", "person who performs executive functions", "person performing managerial functions", "officials of the professional participant of the capital markets and organized goods markets", "original capital", "professional activity in the organized goods markets", "capital markets", "professional activity in the capital markets", "professional participants of the organized goods markets", "members of the capital markets", "gross violation", "system violation", are used in the values determined by the Law of Ukraine "About the capital markets and the organized goods markets".

The terms "essential participation", "controller", "control", "connected person" are used in the values determined by the Law of Ukraine "About financial services and state regulation of the markets of financial services".

The terms "associated person", "key member of the legal entity", "chain of ownership of corporate laws of the legal entity" and "structure of property of the legal entity" are used in the values determined by the Law of Ukraine "About banks and banking activity".

The terms "faultless goodwill", "identification data", "final beneficial owner" and "trust" are used in the values given in the Law of Ukraine "About prevention and counteraction of legalization (washing) of income gained in the criminal way, to financing of terrorism and financing of distribution of weapons of mass destruction".

The term "force majeur circumstances" is used in the value determined by the Law of Ukraine "About Chambers of Commerce and Industry in Ukraine".

The term "the company on asset management" is used in the value given in the Law of Ukraine "About institutes of joint investment".

The terms "administrator", "professional administrator" are used in the values determined by the Law of Ukraine "About non-state pension provision".

The term "managing director of mortgage covering" is used in the value determined by the Law of Ukraine "About mortgage bonds".

The terms "licensing", "location of the legal entity" are used in the value given according to the procedure of issue, suspension of action and cancellation of the license for implementation of professional activity on the capital markets, approved by the decision of NKTsBFR of October 21, 2021 No. 982, registered in the Ministry of Justice of Ukraine on December 03, 2021 for No. 1563/37185.

Other terms which are used in these Licensed conditions are used in the values determined by the laws of Ukraine and regulatory legal acts NKTsBFR.

3. Shall correspond to the requirements established by these Licensed conditions:

the applicant and owners of essential participation in the applicant, including final beneficial owners of the applicant, as of date of filing of application about licensing and the documents determined by these Licensed conditions;

the licensee, owners of essential participation in the licensee, including final beneficial owners of the licensee, officials of the licensee during the whole time when they keep the status or have essential participation in the licensee.

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