RESOLUTION OF THE NATIONAL COMMISSION ON SECURITIES OF THE REPUBLIC OF MOLDOVA

of May 4, 2007 No. 24/9

About approval and cancellation of some regulations relating to activities of investment funds in the course of liquidation

I. Approve Methodical regulations about stages of liquidation by investment funds of type of activity as professional participant of the security market (are applied).

II. Cancel:

1. The order of the National commission on securities No. 21/3-O of 31.07.2003 about some temporary measures for ensuring integrity of portfolio of investment funds and founders of trust.

2. The order of the National commission on securities No. 25/2-O of 27.05.2005 about some provisional measures on ensuring execution of the Law on investment funds.

III. This resolution becomes effective from the date of publication.

Methodical regulations about stages of liquidation by investment funds of type of activity as professional participant of the security market

I. General provisions

2. This Regulations establish stages of liquidation by non-mutual investment funds (further - investment fund, fund) type of activity as professional participant of the security market, following after completion of the procedure of share repurchase of investment fund, according to provisions of article 31 of the Law on investment funds.

3. The share repurchase of investment fund is considered complete from the date of adoption of the resolution of the National commission on securities (further - the National commission) about issue of permission to liquidation of type of activity as the professional participant of the security market.

II. Stages of liquidation of type of activity

4. Liquidation of type of activity as professional participant of the security market (further - liquidation of type of activity) includes the following stages:

4.1. Approval by fund of structure of the commission on liquidation of type of activity.

4.2. Approval by competent governing bodies of fund of the decisions relating to completion of liquidation of type of activity.

4.3. Registration in the State register of the companies and organizations of the changes relating to liquidation of type of activity.

4.4. Exception of fund of the Register of the professional participants of the security market issued, the suspended and revoked licenses.

Commission on liquidation of type of activity

5. The commission on liquidation of type of activity (the daleelikvidatsionny commission) shall consist at least of 3 members, including the appointed representative of the National commission.

5.1. The structure of the National commission and its members affirm council of fund.

6. Activities of liquidation commission include:

6.1. Implementation of the actions provided in the Section VI of the Procedure for liquidation of the professional participant or his activities in the security market in case of withdrawal (expiration) of the license granted by the National commission on securities approved by the Resolution of the National commission on securities No. 6/5 of 3.02.2000.

6.2. Check of compliance of number of shares according to statements for the redemption with the number of the treasury shares (created as a result of the redemption) and the cash amount, paid and transferred to deposit accounts for the redeemed shares (added proceeding from the number of shares on which statements for the redemption, and the prices of the redemption of one share arrived).

6.3. Creation of the report on results of activities of liquidation commission and its representation to the National commission.

Decision making, belonging to completion of liquidation of type of activity

7. For completion of liquidation of type of activity by general shareholder meeting of fund the following decisions are made:

a) about results of share repurchase of fund;

b) about agreement cancelation, concluded with fund;

c) about approval of the charter in the new edition or changes to it;

d) about election of governing bodies and approval of regulations of their activities;

e) about approval of the agreements connected with implementation of activities of the joint-stock company which resulted from liquidation of type of activity (depending on situation);

f) about the treasury shares created as a result of the redemption.

7.1. Changes in the charter of society and/or the charter are in the new edition caused by need of reduction of its provisions in compliance with the current legislation which will regulate activities of the joint-stock company which resulted from liquidation of type of activity (further - joint-stock company), including change of the name of society, change of types of activity, review of structure of governing bodies and their competence, etc.

7.2. Investment fund which treasury shares which are on its balance will exceed 10% of voting shares, at general meeting of shareholders of signs one of the following decisions:

a) about reduction of the authorized capital by cancellation of treasury shares;

b) about alienation of treasury shares at the market price, but not low prices of their redemption;

c) about payment of treasury shares from equity and their distribution among shareholders of fund (his legal successor) is pro rata the share belonging to them.

7.2.1. In order to avoid formation of fractional parts in case of distribution of treasury shares acceptance of one of the decisions specified in subitems and) or b) Item 7.2 is recommended.

7.2.2. If the fund will decide to cancel treasury shares, also the decision on reduction of the authorized capital shall be made.

7.3. The decisions specified in Item 7. 2, can be accepted also by funds which treasury shares constitute less than 10% of voting shares.

Registration in the State register of the companies and organizations of the changes relating to liquidation of type of activity

8. For liquidation of type of activity in the State register of the companies and organizations are registered:

a) change of the name of fund;

b) having been tired in the new edition or changes and amendments in the charter;

c) data on the administrator of joint-stock company.

8.1. Registration of changes in the State registration chamber is performed according to provisions of the Law No. 1265-XIV of 5.10.2000 on state registration of the companies and organizations.

Exception of investment fund of the Register of the professional participants of the security market issued, the suspended and revoked licenses

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