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

of November 15, 2011 No. 1638

About modification of Rules (conditions) of implementation of activities for the securities trading: broker activities, dealer activities, underwriting, management of securities

According to the paragraph the tenth Articles 3, Item 3 parts one, Item of 1 part two of Article 7, Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", articles 17 and 27 of the Law of Ukraine "About securities and the stock market" State commission on securities and the stock market SOLVED:

1. Make changes to Rules (conditions) of implementation of activities for the securities trading: broker activities, dealer activities, underwriting, the managements of securities approved by the decision of State commission on securities and the stock market of 12.12.2006 No. 1449, registered 23.01.2007 for No. 52/13319, having been reworded as follows them which are applied the Ministry of Justice of Ukraine.

2. To provide to the director of the department of methodology of regulation of the security market O. Tarasenko provision of this decision on state registration in the Ministry of Justice of Ukraine.

3. To the head of department on ensuring activities of the Commission chairman, the organization of work of commission sessions and international backgrounds N. Piskun to provide publication of this decision according to the legislation.

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

5. Control over the implementation of this decision to assign to the member of State commission on securities and the stock market O. Brain.

Approved by the Decision of State commission on securities and the stock market of Ukraine of December 12, 2006 No. 1449

(in edition of the Decision of State commission on securities and the stock market of Ukraine of November 15, 2011 No. 1638)

Rules (condition) of implementation of activities for the securities trading: broker activities, dealer activities, underwriting, management of securities

I. General provisions

1. These rules are developed for the purpose of establishment of requirements and procedure by dealers in securities (further - dealers) professional activity in the stock market - activities for the securities trading.

2. These rules establish the main requirements to activities of dealers, transactions and transactions with securities and other financial instruments, stipulated by the legislation in activities of dealers, to rules of the organization of internal accounting of dealers (further - internal accounting), and also fundamental obligations of dealers.

3. Dealers, including their branches and other separate divisions, shall observe requirements of the these rules and other regulatory legal acts of State commission for securities and the stock market establishing features of implementation by dealers of separate transactions concerning securities and other financial instruments, during transactions, the property rights to securities and other financial instruments connected with transition and is right on securities and other financial instruments.

ІІ. Determination of terms

In these rules the terms below are used in such value:

date of agreement performance - signature date of the document confirming accomplishment by the parties of the obligations provided by the agreement and/or date of approach of the last of such events which can happen in any sequence: transition of the property right to securities or other financial instruments which are objects of the civil laws under the agreement, or implementation of payment under the agreement if the parties did not agree about other;

date of the conclusion of the agreement - date of achievement of consent by the parties concerning all essential terms of the contract and signing of the relevant contract concerning transactions with securities or other financial instruments;

the dealer agreement - the purchase and sale agreement (exchange) of securities or other financial instruments which consists the dealer on its own behalf and at own expense;

the agreement of underwriting - the agreement which is signed between the dealer (underwriter) and the issuer, concerning placement of securities or other financial instruments by the dealer (underwriter) by proxy, from name and at the expense of the issuer for remuneration;

the guarantee agreement - the agreement under which one party (attorney) shall arrive concerning securities or other financial instruments from name and at the expense of the second party (principal) certain legal acts;

the commission agreement - the agreement under which one party (broker) undertakes to make for a fee at the request of the second party (consignor) one or several transactions concerning securities or other financial instruments on its own behalf at the expense of the consignor;

the contract for broker servicing - the agreement signed between the dealer and the client who provides the dealer of services concerning the conclusion of security transactions or other financial instruments based on non-repeat orders of the client;

the contract for accomplishment - the purchase and sale agreement (exchange) of securities or other financial instruments which consists the dealer (the broker, the attorney, the manager) with the third party (partner) on accomplishment of terms of the contract of the commission, the agreement of the order, the agreement on management signed between the dealer and his client or the non-repeat order of the client to the contract for broker servicing;

the contract for acquisition of securities when underwriting (further - the contract for acquisition) - the purchase and sale agreement of securities or other financial instruments which consists the dealer (underwriter) with the first owner (partner) on agreement performance of underwriting and based on the request for acquisition, and also the purchase and sale agreement of securities or other financial instruments which consists the dealer (underwriter) with the issuer concerning purchase by the dealer (underwriter) of all or part of unrealized securities or other financial instruments on the fixed price determined in the agreement of underwriting;

cooperation agreement - the bilateral or multi-lateral agreement which is signed between underwriters for the purpose of the organization of public placement of securities or other financial instruments;

the agreement on management of securities and money (further - the agreement on management) - the agreement under which one party (ustanovitel of management) transfers to the second party (manager) to certain term object (objects) of management;

the client - person, in interests and at the expense of which the dealer of the relevant agreement acts on the basis of the;

the dealer's partner (further - the partner) - person signing the purchase and sale agreement (exchange) of securities or other financial instruments with the dealer;

investment objects - the securities determined by the laws of Ukraine;

objects of management - the securities and money intended for investment into securities namely: the securities and money transferred to the control in case of the conclusion of the agreement on management and also the securities and money acquired by ustanovitel of management in connection with accomplishment by the manager of the agreement on management;

connected person:

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

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 physical person, his husband or the wife, and also the husband or the wife of any direct relative of physical person are considered as members of the family of physical person;

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. Members of the family of such official are his husband or the wife, direct relatives (children or parents) of the official, his husband or the wife, and also the husband or the wife of any direct relative of physical person.

In these rules it is necessary to understand as control decisive influence or possibility of implementation of the solving influence on economic activity of the dealer which is performed, in particular, by realization of right of possession or use of all its assets or their considerable part, the rights of the solving influence on forming of structure, results of vote and decision making of the dealer by governing bodies, and also transactions which give the chance to determine conditions of economic activity, to give instructions, obligatory for accomplishment, or to perform functions of governing body of the dealer;

the non-repeat order - the order of the client which is drawn up according to requirements of these rules to the dealer on the conditions established by the client to provide service of certain type (purchase, sale, exchange) with certain securities or other financial instruments based on the contract for broker servicing;

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