2) type and category of mutual investment fund;
3) full corporate name of the management company;
4) full corporate name of the specialized depository;
5) the full corporate name of the person maintaining the register of owners of investment shares;
6) full corporate name of the audit organization;
7) investment declaration;
8) the procedure and period for the formation of a mutual investment fund, including the value of the property transferred in payment for investment shares, necessary for the completion (end) of the formation of this fund;
9) rights of owners of investment shares;
10) rights and obligations of the management company;
11) validity period of the trust management agreement;
12) the procedure for submitting applications for acquisition, applications for redemption and applications for exchange of investment units;
13) the procedure and timing of the transfer of property in payment for investment shares, as well as its return, if investment shares cannot be issued in accordance with this Federal Law;
14) the procedure and terms for including property in the mutual investment fund;
15) the procedure and timing of payment of monetary compensation in connection with the redemption of investment shares;
16) the procedure for determining the estimated value of the investment share, the amount for which the investment share is issued, as well as the amount of monetary compensation to be paid in connection with the redemption of the investment share;
17) the procedure and terms for making entries in the register of owners of investment shares about the acquisition, exchange and redemption of investment shares;
18) the amount of remuneration of the management company and the total amount of remuneration of a specialized depository, the person maintaining the register of owners of investment shares, an audit organization, as well as an appraiser, if the investment declaration of a mutual investment fund provides for the possibility of investing in property, the assessment of which is carried out in accordance with this Federal Law appraiser;
19) the amount of remuneration of the person terminating the mutual investment fund;
20) a list of expenses to be paid from the property constituting the mutual investment fund;
21) basic information about the procedure for taxation of investor income;
22) the procedure for disclosing and (or) providing information about a mutual investment fund;
23) other conditions and (or) information in accordance with this Federal Law.
1.1. The rules for trust management of an exchange-traded mutual investment fund, along with the information specified in paragraph 1 of this article, must also contain the following information:
1) the names of all authorized persons from whom the owners of investment units of an exchange-traded mutual investment fund have the right to demand the purchase of investment units of this fund that they have;
2) the names of Russian exchanges on which investment units are admitted to organized trading and on which market makers of an exchange-traded fund are required to maintain prices, demand, supply and the volume of organized trading in investment units of an exchange-traded mutual fund;
3) the value of the maximum deviation of the purchase (sale) price of investment units, publicly announced by the market maker of an exchange-traded fund at organized trading conducted by the exchange, from the calculated price of one investment unit.
2. The rules for trust management of an interval mutual investment fund, along with the information specified in paragraph 1 of this article, must also contain information:
1) on the deadlines for accepting applications for the acquisition and applications for redemption of investment units, as well as, if the specified rules provide for the exchange of investment units, information about the deadlines for accepting applications for the exchange of investment units;
2) about the appraiser, if the investment declaration of this fund provides for investment in property, the assessment of which in accordance with this Federal Law is carried out by the appraiser.
3. The rules for trust management of a closed-end mutual investment fund, along with the information specified in paragraph 1 of this article, must also contain:
1) information on the number of issued investment units of a mutual investment fund;
2) regulations on the procedure for convening and holding a general meeting of owners of investment shares;
3) information about the appraiser, if the investment declaration of this fund provides for investment in property, the assessment of which in accordance with this Federal Law is carried out by the appraiser;
5) deadlines for accepting applications for the purchase and applications for redemption of investment shares in accordance with the regulations of the Bank of Russia;
6) the provision on the preemptive right of owners of investment shares, with the exception of the management company of this fund, to acquire investment shares of this fund issued after the completion of its formation, as well as the procedure for exercising this right.
4. Standard rules for trust management of each type of mutual investment fund are approved by the Bank of Russia. The Bank of Russia has the right to establish conditions and (or) information additional to those provided for by this Federal Law that must be contained in the rules of trust management of a mutual investment fund. The rules for trust management of a mutual investment fund must comply with the standard rules.
5. The rules of trust management of a mutual investment fund may provide for the right of the management company to split the investment shares of the mutual investment fund. The conditions and procedure for splitting investment shares are established by regulations of the Bank of Russia.
6. The rules of trust management of a closed-end mutual investment fund may provide for the following provisions:
1) on the number of investment units that the management company has the right to issue after the completion (end) of the formation of a mutual investment fund in addition to the number of issued investment units specified in the rules of trust management of this mutual investment fund (hereinafter referred to as additional investment units);
2) on the possibility of paying for investment units issued after the completion (completion) of the formation of a closed-end mutual investment fund in non-monetary funds in cases established by regulations of the Bank of Russia;
3) on the possibility of partial redemption of investment shares without the owner of the investment shares filing a demand for their redemption in cases and in the manner established by regulations of the Bank of Russia;
4) on the restrictions of the management company on the disposal of real estate constituting a mutual investment fund;
5) other provisions provided for by this Federal Law and the standard rules for trust management of a closed-end mutual investment fund.
6.1. The rules of trust management of an exchange-traded mutual investment fund may include the following provisions:
1) on the payment of income from the trust management of the property constituting this fund, in accordance with the requirements of the regulations of the Bank of Russia;
2) on the allocation of a share with securities or other property in connection with the redemption of investment shares in accordance with this Federal Law;
3) on the volume of transactions with investment units in organized trading conducted by the exchange, carried out by the market maker of the exchange-traded fund during the trading day, upon reaching which his duty as a market maker on that day ceases;
4) on the period during which the market maker of the exchange-traded fund performs the duties of a market maker during the trading day;
5) on the admission of investment shares of this fund to organized trading conducted by a foreign exchange, indicating the name of this exchange.
7. The management company has the right to make changes and additions to the rules of trust management of a mutual investment fund. In cases provided for by this Federal Law, changes and additions to the rules of trust management of a closed-end mutual investment fund are approved by the general meeting of owners of investment shares of this fund.
8. Inclusion in the rules of trust management of a mutual investment fund or exclusion from them of an indication that the investment shares of this fund are intended for qualified investors is not allowed.
9. The management company is obliged to make changes and additions to the rules of trust management of a closed-end mutual investment fund in terms of the number of issued investment units within six months from the date of redemption of part of the investment units of this fund, if at the end of the specified period the number of issued investment units does not correspond information contained in the rules.
Chapter I. General provisions
Article 1. Relations regulated by this Federal Law
This Federal Law regulates relations related to raising funds and other property by placing shares or concluding trust management agreements for the purpose of their association and subsequent investment in objects determined in accordance with this Federal Law, as well as with the management (trust management) of investment property funds, accounting, storage of property of investment funds and control over the disposal of said property.
An investment fund is a property complex owned by a joint-stock company or in common shared ownership of individuals and legal entities, the use and disposal of which is carried out by the management company exclusively in the interests of the shareholders of this joint-stock company or the founders of trust management.
This Federal Law does not apply to relations related to the creation of other funds for the purpose of investment activities if they do not meet the characteristics of joint-stock investment funds (Article 2 of this Federal Law) and (or) the characteristics of mutual investment funds (Article 10 of this Federal Law).
Chapter II. Joint Stock Investment Fund
Article 2. The concept of a joint-stock investment fund
1. Joint-stock investment fund is an open joint-stock company, the exclusive subject of activity of which is investing property in securities and other objects provided for by this Federal Law, and whose corporate name contains the words “joint-stock investment fund” or “investment fund”.
Other legal entities do not have the right to use the words “joint-stock investment fund” or “investment fund” in their names in any combination, except for the cases provided for by this Federal Law.
A joint stock investment fund has no right to carry out other types of business activities.
2. A joint-stock investment fund has the right to carry out its activities only on the basis of a special permit (license).
3. The provisions of the Federal Law “On Joint-Stock Companies” apply to joint-stock investment funds, taking into account the specifics established by this Federal Law.
Article 3. Requirements for joint-stock investment funds
1. The amount of equity capital of a joint-stock investment fund as of the date of submission of documents for obtaining a license must comply with the requirements established by the federal executive body for the securities market.
2. Shareholders of a joint-stock investment fund cannot be a specialized depository, registrar, appraiser and auditor who have entered into relevant agreements with this joint-stock investment fund.
3. The property of a joint-stock investment fund is divided into property intended for investment (investment reserves) and property intended to support the activities of its management bodies and other bodies of the joint-stock investment fund, in the ratio determined by the charter of the joint-stock investment fund.
The investment reserves of a joint-stock investment fund (hereinafter referred to as the assets of the joint-stock investment fund) must be transferred to trust management of a management company that meets the requirements of this Federal Law.
If an agreement is concluded with a management company that complies with the requirements of this Federal Law on transferring to it the powers of the sole executive body of a joint-stock investment fund, the management company acquires the rights and obligations to manage the assets of the joint-stock investment fund on the basis of the specified agreement.
Article 4. Placement of shares of joint-stock investment funds
1. A joint stock investment fund has no right to place securities other than ordinary registered shares.
A joint stock investment fund does not have the right to place shares through a closed subscription.
An open joint-stock company whose corporate name contains the words “joint-stock investment fund” or “investment fund” that does not have a license does not have the right to place additional shares and other issue-grade securities.
2. Shares of a joint-stock investment fund can only be paid for in cash or property specified in its investment declaration.
Incomplete payment of shares upon placement is not permitted.
Article 5. Redemption of shares by a joint-stock investment fund
Shareholders of a joint-stock investment fund have the right to demand the redemption of shares owned by them in cases provided for by the Federal Law "On Joint-Stock Companies", as well as in the event that the general meeting of shareholders of a joint-stock investment fund makes a decision to change the investment declaration, if they voted against the adoption of the corresponding decision or did not participate in voting on this issue. If the charter of a joint-stock investment fund places the approval of an investment declaration (amendments and additions thereto) within the competence of the board of directors (supervisory board), the shareholder has the right to submit a demand for the redemption of shares within 45 days from the date of adoption by the board of directors (supervisory board) of the relevant solutions.
The repurchase of shares from shareholders of a joint-stock investment fund is carried out in the manner prescribed by the Federal Law “On Joint-Stock Companies”.
Article 6. Charter and investment declaration of a joint-stock investment fund
The charter of a joint-stock investment fund, in addition to the provisions provided for by the Federal Law "On Joint-Stock Companies", must contain a provision stating that the exclusive subject of activity of this joint-stock investment fund is investing in property determined in accordance with this Federal Law and specified in its investment declaration .
The investment declaration, changes or additions to it are approved by the general meeting of shareholders of a joint-stock investment fund, unless its approval is within the competence of the board of directors (supervisory board) of this fund by its charter. The investment declaration, as well as all changes or additions to it, are submitted to the federal executive body for the securities market within 10 days from the date of approval.
If the charter of a joint-stock investment fund places approval of the investment declaration (amendments and additions thereto) within the competence of the board of directors (supervisory board) of the joint-stock investment fund, the text of the investment declaration, taking into account the amendments and additions made to it, is brought to the attention of the shareholders of this joint-stock investment fund within 10 days from the date of approval by the board of directors (supervisory board) of the relevant changes and additions in the manner prescribed for notification of a general meeting of shareholders.
Article 7. Conducting a general meeting of shareholders of a joint-stock investment fund
1. The general meeting of shareholders of a joint-stock investment fund is held in accordance with the Federal Law “On Joint-Stock Companies”, taking into account the specifics established by this article.
2. The decision of the general meeting of shareholders of a joint-stock investment fund may be adopted by absentee voting on any issues falling within the competence of the general meeting of shareholders of a joint-stock investment fund.
3. Written notice of the convening of a general meeting of shareholders of a joint-stock investment fund is sent to a specialized depository, appraiser and auditor in the manner, form and time frame provided for by the Federal Law “On Joint-Stock Companies” and the charter of a joint-stock investment fund for notifying shareholders of a joint-stock investment fund.
4. A repeated general meeting of shareholders of a joint-stock investment fund, held to replace the one that was not held due to lack of quorum, with the exception of the general meeting of shareholders, the agenda of which included issues on the reorganization and liquidation of the joint-stock investment fund, on the appointment of a liquidation commission, on amendments or additions to the charter joint-stock investment fund in terms of the investment declaration, is valid regardless of the number of shareholders who took part in it.
A repeated general meeting of shareholders of a joint-stock investment fund with the number of shareholders of more than 10 thousand, convened to replace the one that was not held due to lack of quorum, when making decisions on any issues within the competence of the general meeting of shareholders of a joint-stock investment fund, is valid regardless of the number of shareholders who took part in it .
Article 8. Board of Directors (supervisory board) and executive bodies of a joint-stock investment fund
1. The following persons cannot exercise the functions of the sole executive body of a joint-stock investment fund and be members of the board of directors (supervisory board) and the collegial executive body of a joint-stock investment fund:
employees of a specialized depository, registrar, appraiser and auditor, as well as persons engaged by these organizations to perform work under civil contracts;
affiliated persons of a specialized depository, registrar, appraiser and auditor;
persons who performed the functions of the sole executive body of a management company, a specialized depository, a professional participant in the securities market, a credit organization, an insurance organization, a non-state pension fund or were members of the collegial executive body of a management company, a specialized depository, a joint-stock investment fund, a professional participant in the securities market securities, credit organization, insurance organization, non-state pension fund at the time of cancellation of licenses of these organizations to carry out relevant types of activities for violation of licensing requirements, if less than three years have passed since such cancellation;
Affiliates of the management company, as well as employees of the management company or its affiliates, including persons engaged by them to perform work under civil contracts, cannot constitute more than one-fourth of the number of members of the board of directors (supervisory board) or the collegial executive body of the joint stock company. investment fund.
2. The exclusive competence of the board of directors (supervisory board) of a joint-stock investment fund, along with resolving issues provided for by the Federal Law “On Joint-Stock Companies,” includes making decisions on the conclusion and termination of relevant agreements with the management company, specialized depository, registrar, appraiser and auditor.
Article 9. Notice of liquidation of a joint-stock investment fund
The joint-stock investment fund, within three days from the date of the decision on its liquidation, and in the case of liquidation of the joint-stock investment fund by a court decision, within three days from the moment the court decision enters into legal force, sends a corresponding notification to the federal executive body for the securities market indicating the reasons for making such a decision.
Chapter III. Mutual investment fund
Article 10. Concept of a mutual investment fund
1. A mutual investment fund is a separate property complex consisting of property transferred into trust management of a management company by the founder (founders) of trust management with the condition of combining this property with the property of other founders of trust management, and of the property received in the process of such management, a share in ownership of which is certified by a security issued by the management company.
A mutual fund is not a legal entity.
2. A mutual investment fund must have a name (individual designation) that identifies it in relation to other mutual investment funds.
No person, with the exception of the management company of a mutual investment fund, has the right to attract funds or other property using the words “mutual investment fund” in any combination.
Article 11. Trust management agreement for a mutual investment fund
1. The terms of the trust management agreement for a mutual investment fund (hereinafter referred to as the rules for trust management of a mutual investment fund) are determined by the management company in standard forms and can be accepted by the founder of trust management only by acceding to the specified agreement as a whole.
Joining a mutual investment fund trust management agreement is carried out by purchasing investment shares of a mutual investment fund (hereinafter referred to as investment shares), issued by the management company that carries out trust management of this mutual investment fund.
2. The founder of the trust management transfers the property to the management company for its inclusion in the mutual investment fund, subject to the condition of combining this property with the property of other founders of the trust management.
The property that makes up a mutual investment fund is the common property of the owners of investment shares and belongs to them by the right of common shared ownership. The division of property constituting a mutual investment fund and the allocation of shares in kind from it are not allowed.
By joining a mutual investment fund trust management agreement, an individual or legal entity thereby renounces the exercise of the preemptive right to acquire a share in the ownership of the property constituting the mutual investment fund. In this case, the corresponding right is terminated.
Owners of investment units bear the risk of losses associated with changes in the market value of the property that makes up the mutual fund.
3. The management company carries out trust management of the mutual investment fund by performing any legal and actual actions in relation to its constituent property, and also exercises all rights certified by the securities constituting the mutual investment fund, including the right to vote on voting securities.
The management company has the right to bring claims and act as a defendant in claims in court in connection with the implementation of activities for the trust management of a mutual investment fund.
4. The management company makes transactions with the property constituting the mutual investment fund on its own behalf, indicating that it acts as a trustee. This condition is considered to be met if, when performing actions that do not require written documentation, the other party is informed about their performance by the trustee in this capacity, and in written documents after the name of the trustee the note “D.U.” and the name of the mutual fund is indicated.
In the absence of an indication that the management company acts as a trustee, it is obligated to third parties personally and is liable to them only with the property it owns.
5. The management company, if provided for by the rules of trust management of a mutual investment fund, has the right, in the manner established by the regulatory legal acts of the federal executive body for the securities market, to transfer its rights and obligations under the trust management agreement for a mutual investment fund to another management company.
6. In addition to the essential terms of the trust management agreement for a mutual investment fund, provided for by the Civil Code of the Russian Federation and this Federal Law, the rules for trust management of a mutual investment fund must contain one of the following conditions:
the owner of investment shares has the right, on any working day, to demand from the management company the redemption of all investment shares belonging to him and thereby termination of the trust management agreement for a mutual investment fund between him and the management company or the redemption of part of the investment shares belonging to him;
the owner of investment shares has the right, during the period established by the rules of trust management of a mutual investment fund, to demand from the management company the redemption of all investment shares belonging to him and thereby termination of the trust management agreement for the mutual investment fund between him and the management company or the redemption of part of the investment shares belonging to him ;
the owner of investment shares does not have the right to demand from the management company the termination of the trust management agreement for a mutual investment fund before its expiration, other than in the cases provided for by this Federal Law.
For the purposes of this Federal Law, mutual investment funds, the rules of trust management of which provide for one of the conditions specified in this paragraph, are respectively called open-end mutual investment funds, interval mutual investment funds and closed-end mutual investment funds.
Article 12. Validity period of the trust management agreement for a mutual investment fund
The validity period of the trust management agreement for a mutual investment fund, specified in the rules for trust management of a mutual investment fund, must not exceed 15 years.
The validity period of the trust management agreement for an interval mutual investment fund expires at the end of the last redemption period of investment units before the expiration of the specified agreement period provided for by the rules of trust management of an interval mutual investment fund.
The validity period of a trust management agreement for a closed-end mutual investment fund, specified in the rules of trust management of this fund, cannot be less than one year from the beginning of the period of formation of this mutual investment fund.
If this is provided for by the rules of trust management of open-ended and interval mutual investment funds, the validity period of the corresponding trust management agreement is considered extended for the same period, unless the owners of investment units demand the redemption of all investment units belonging to them.
Article 13. Property transferred to mutual investment funds
The founders of the trust management can transfer only cash to the trust management of open-ended and interval mutual investment funds.
The founders of the trust management may transfer funds to the trust management of a closed-end mutual investment fund, as well as, if provided for by the rules of trust management of this mutual investment fund, other property specified in the investment declaration.
Transfer by the founders of trust management to trust management of a mutual investment fund of property that is pledged is not permitted.
Article 14. Investment units
1. An investment unit is a registered security certifying its owner’s share in the ownership of the property constituting the mutual investment fund, the right to demand from the management company proper trust management of the mutual investment fund, the right to receive monetary compensation upon termination of the trust management agreement of the mutual investment fund with all owners of investment units of this mutual investment fund (termination of the mutual investment fund).
An investment share of an open-end mutual investment fund also certifies the right of the owner of this share to demand from the management company the redemption of the investment share and payment in connection with this of monetary compensation commensurate with his share in the right of common ownership of the property constituting this mutual investment fund on any working day .
An investment share of an interval mutual investment fund also certifies the right of the owner of this share to demand from the management company the redemption of the investment share and payment in connection with this of monetary compensation commensurate with his share in the right of common ownership of the property constituting this mutual investment fund, at least once per year for the period determined by the rules of trust management of this mutual investment fund.
An investment share of a closed-end mutual investment fund also certifies the right of the owner of this share to demand from the management company the redemption of the investment share and payment in connection with this of monetary compensation commensurate with his share in the right of common ownership of the property constituting this mutual investment fund, in cases provided for by this Federal Law, the right to participate in the general meeting of owners of investment shares and, if the rules of trust management of this mutual investment fund provide for the payment of income from the trust management of the property constituting this mutual investment fund, the right to receive such income.
Each investment share certifies the same share in the right of common ownership of the property constituting the mutual investment fund, and the same rights.
2. An investment share is not an issue-grade security.
The rights certified by the investment share are recorded in non-documentary form.
The number of investment units issued by management companies of open-ended and interval mutual investment funds is not limited. The number of investment units issued by the management company of a closed-end mutual investment fund is indicated in the rules of trust management of this mutual investment fund.
3. The investment share has no nominal value.
The number of investment units owned by one owner can be expressed as a fraction.
4. The issue of securities derivatives from investment units is not permitted.
5. Investment shares are freely circulated upon completion of the formation of a mutual investment fund. Restrictions on the circulation of investment shares may be established by federal law.
Accounting of rights to investment shares is carried out on personal accounts in the register of owners of investment shares of a mutual investment fund (hereinafter referred to as the register of owners of investment shares) and, if provided for by the rules of trust management of a mutual investment fund, on securities accounts of depositories, which for these purposes are in the register of owners of investment shares shares, personal accounts of nominal holders are opened. In this case, depositories, with the exception of depositories that record rights to investment shares traded through a trade organizer, do not have the right to open securities accounts for other depositories that perform the functions of nominal holders of securities of their clients (depositors). Article 15. Separation of property constituting a mutual investment fund
Article 15. Separation of property constituting a mutual investment fund
1. The property constituting a mutual investment fund is separated from the property of the management company of this fund, the property of the owners of investment shares, the property constituting other mutual investment funds that are in trust management of this management company, as well as other property that is in trust management or otherwise grounds from the specified management company. The property that makes up the mutual investment fund is accounted for by the management company on a separate balance sheet, and independent accounting is maintained for it.
2. For settlements on operations related to the trust management of a mutual investment fund, a separate bank account (accounts) is opened, and to record rights to the securities that make up the mutual investment fund, separate securities accounts are opened. Such accounts, with the exception of cases established by the legislation of the Russian Federation, are opened in the name of the management company of the mutual investment fund with an indication that it acts as a trustee and the name of the mutual investment fund. The names of the owners of investment shares are not indicated.
When state registration of rights to real estate that is part of a mutual investment fund, in subsection II of the Unified State Register of Rights to Real Estate and Transactions with It, the name of the mutual investment fund in which this property is located is indicated, and the following entry is made: “Owners of this real estate and data about them, provided for by the Federal Law "On State Registration of Rights to Real Estate and Transactions with It", are established on the basis of data from the personal accounts of investment unit owners in the register of investment unit owners and depository accounts of investment unit owners." At the request of the justice institution that registers rights to real estate, the person maintaining the register of owners of investment shares is obliged to compile a list of owners of investment shares containing data about them provided for by the said Federal Law and submit it to the justice institution.
3. Foreclosure of debts of owners of investment units, including in the event of their insolvency (bankruptcy), on the property constituting a mutual investment fund is not permitted. For the debts of investment unit owners, foreclosure is applied to the investment units they own. In the event of insolvency (bankruptcy) of the owners of investment shares, the investment shares belonging to them are included in the bankruptcy estate.
4. If the management company of a mutual investment fund is declared insolvent (bankrupt), the property constituting the mutual investment fund is not included in the bankruptcy estate.
Article 16. Responsibility of the management company of a mutual investment fund
1. The management company of a mutual investment fund shall be liable to the owners of investment shares in the amount of actual damage in the event of losses caused to them as a result of violation of this Federal Law, other federal laws and rules of trust management of a mutual investment fund, including for incorrect determination of the amount for which an investment share is issued, and the amount of monetary compensation to be paid in connection with the redemption of the investment share.
2. Debts under obligations arising in connection with the trust management of property constituting a mutual investment fund are repaid at the expense of this property. In case of insufficiency of the property constituting a mutual investment fund, recovery can only be applied to the management company’s own property.
Article 17. Rules for trust management of a mutual investment fund
1. The rules of trust management of a mutual investment fund must contain the following information:
name of the mutual investment fund;
type of mutual investment fund (open-ended, interval, closed);
full corporate name of the management company;
full corporate name of the specialized depository;
full corporate name of the person maintaining the register of investment unit owners;
full company name of the auditor;
investment declaration;
the value of the property constituting a mutual investment fund, upon reaching which the mutual investment fund is formed and which cannot be less than the amount
determined by the federal executive body for the securities market;
the period for the formation of a mutual investment fund, which must begin no later than six months from the date of registration of the rules of trust management of the mutual investment fund and should not exceed three months;
rights and obligations of the management company;
validity period of the trust management agreement;
the procedure for submitting applications for the acquisition, redemption and exchange of investment units;
the procedure and terms for including contributed funds (other property) into the mutual investment fund;
the procedure and timing of payment of monetary compensation in connection with the redemption of investment shares;
the procedure for determining the estimated value of the investment share, the amount for which the investment share is issued, as well as the amount of monetary compensation to be paid in connection with the redemption of the investment share;
the procedure and timing for making entries in the register of investment unit owners on the acquisition, exchange, transfer and redemption of investment units;
rights of investment unit owners;
the amount of remuneration of the management company, specialized depository, person maintaining the register of owners of investment shares, auditor;
types and maximum amount of expenses associated with the trust management of a mutual investment fund, subject to payment from the property constituting the mutual investment fund;
the procedure for disclosing information about a mutual investment fund, including the name of the printed publication in which information about the mutual investment fund is published;
other information in accordance with the requirements established by this Federal Law.
2. The rules for trust management of an interval mutual investment fund, along with the information specified in paragraph 1 of this article, must also contain information about the deadlines for accepting applications for redemption of investment shares.
3. The rules for trust management of a closed-end mutual investment fund, along with the information specified in paragraph 1 of this article, must also contain information on the number of investment units of the mutual investment fund and on the procedure for convening and holding a general meeting of investment unit owners.
The rules of trust management of a closed-end mutual investment fund, the investment declaration of which provides for the possibility of investing in real estate, property rights to real estate and (or) other property, the assessment of which in accordance with this Federal Law is carried out by an appraiser, must contain the full company name of the appraiser and the amount his rewards.
4. The rules for trust management of a mutual investment fund of each type must comply with the standard rules for trust management of a mutual investment fund of the corresponding type, approved by the Government of the Russian Federation.
5. The management company has the right to make changes and additions to the rules of trust management of a mutual investment fund. Changes and additions to the rules of trust management of a closed-end mutual investment fund are approved by the general meeting of owners of investment shares of this fund.
Article 18. General meeting of owners of investment shares of a closed mutual investment fund
1. A general meeting of owners of investment units of a closed-end mutual investment fund may be convened by the management company on its own initiative or at the written request of owners of investment units constituting at least 10 percent of the total number of investment units on the date of filing the request to convene a general meeting of owners of investment units of this mutual investment fund fund. A general meeting of owners of investment shares of a closed-end mutual investment fund to make a decision on the transfer of rights and obligations under a trust management agreement for a mutual investment fund to another management company, including one determined based on the results of a competition held in accordance with this Federal Law by a specialized depository, is convened by a specialized depository.
Expenses associated with convening and holding a general meeting of owners of investment shares of a closed-end mutual investment fund are reimbursed from the property constituting this fund.
2. A written request from the owners of investment units to convene a general meeting of owners of investment units of a closed-end mutual investment fund must contain the reasons for its convening, as well as the agenda of the general meeting. A written request to convene a general meeting must be sent to the management company and the specialized depository of this mutual investment fund.
3. A notice about convening a general meeting of owners of investment units of a closed-end mutual investment fund must be published in the printed publication specified in the rules of trust management of the closed-end mutual investment fund. The specialized depository, the auditor of this fund, as well as the federal executive body for the securities market must be notified of the convening of the general meeting.
4. The general meeting of owners of investment shares of a closed mutual investment fund makes decisions on the following issues:
on approval of changes and additions to the rules of trust management of a closed-end mutual investment fund in terms of its investment declaration, changes and additions to the rules of trust management of a closed-end mutual investment fund related to an increase in the remuneration of the management company, a specialized depository, and the person maintaining the register of owners of investment shares, auditor and appraiser, with the expansion of the types and increase in the maximum amount of expenses associated with the trust management of a closed-end mutual investment fund, with the introduction or increase in the amount of discounts in connection with the redemption of investment shares, as well as on the approval of other provisions provided for by regulatory legal acts of the federal executive body for the market securities amendments and additions to the rules of trust management of a closed-end mutual investment fund;
on the transfer of rights and obligations under a trust management agreement for a closed-end mutual investment fund to another management company (including one determined based on the results of a competition held in accordance with this Federal Law by a specialized depository);
on early termination of the trust management agreement for this mutual investment fund.
5. The decision of the general meeting of owners of investment shares of a closed-end mutual investment fund may be adopted by absentee voting.
6. Decisions of the general meeting of owners of investment units of a closed-end mutual investment fund are adopted by a three-quarters majority of the total number of votes granted to their owners in accordance with the number of investment units owned by them on the date of the management company’s decision to convene a general meeting of owners of investment units of this mutual investment fund . In this case, the number of votes given to the owner of investment units during voting is determined by the number of investment units owned by him.
7. A copy of the minutes of the general meeting of owners of investment shares of a closed-end mutual investment fund must be sent to the federal executive body for the securities market no later than three days from the date of the general meeting.
8. In the event of a decision to approve changes and additions to the rules of trust management of a closed-end mutual investment fund or a decision to transfer rights and obligations under the trust management agreement of a closed-end mutual investment fund to another management company, the owners of investment shares who voted against the adoption of the relevant decision or did not participate in voting on this issue, acquire the right to demand redemption of investment shares. The procedure for paying monetary compensation in these cases is determined in accordance with the regulatory legal acts of the federal executive body for the securities market.
9. Additional requirements for the procedure for preparing, convening and holding a general meeting of owners of investment shares of a closed-end mutual investment fund are established by the federal executive body for the securities market.
Article 19. Registration by the federal executive body for the securities market of the rules of trust management of a mutual investment fund and changes and additions to them
1. The management company has the right to offer to conclude a trust management agreement for a mutual investment fund only if the rules for trust management of this mutual investment fund are registered by the federal executive body for the securities market.
Changes and additions to the rules of trust management of a mutual investment fund come into force subject to their registration by the federal executive body for the securities market.
The procedure for registering the rules of trust management of a mutual investment fund, as well as changes and additions to them, including requirements for the composition and content of documents submitted for registration, is established by the federal executive body for the securities market.
2. Registration of the rules of trust management of a mutual investment fund, as well as changes and additions to them, is carried out upon the application of the management company.
3. The federal executive body for the securities market is responsible for the compliance of the rules of trust management of a mutual investment fund registered by it, as well as changes and additions to them, with the requirements of this Federal Law.
4. The federal executive body for the securities market, no later than 30 days from the date of acceptance of the documents, must decide to register the rules of trust management of a mutual investment fund or changes and additions to them, or to refuse their registration. The decision to refuse to register the rules of trust management of a mutual investment fund or changes and additions to them must be motivated.
During the specified period, the federal executive body for the securities market has the right to verify the information contained in the rules of trust management of a mutual investment fund and other submitted documents.
Notification of the federal executive body for the securities market on the decision to register the rules of trust management of a mutual investment fund or changes and additions to them, or on the refusal to register them, is sent to the management company within three days from the date of adoption of the corresponding decision.
5. Registration of the rules of trust management of a mutual investment fund, as well as changes and additions to them, may be refused in the following cases:
inconsistency of the submitted documents with this Federal Law, the standard rules for trust management of a mutual investment fund, and the regulatory legal acts of the federal executive body for the securities market;
the presence in the rules of trust management of a mutual investment fund, amendments and additions to them and in other documents submitted for registration of the rules of trust management of a mutual investment fund, changes and additions to them, information that does not correspond to reality or is misleading;
the management company, specialized depository, person maintaining the register of owners of investment shares of a mutual investment fund, appraiser or auditor do not have relevant licenses.
Refusal to register the rules of trust management of a mutual investment fund or changes and additions to them, as well as avoidance of making a decision on their registration can be appealed in court.
6. The federal executive body for the securities market maintains a register of mutual investment funds, the rules of trust management of which are registered by it.
Article 20. Entry into force of changes and additions to the rules of trust management of a mutual investment fund
A notice of registration of changes and additions to the rules of trust management of a mutual investment fund, including the full text of these changes and additions, must be published in the printed publication specified in the rules of trust management of the mutual investment fund.
Changes and additions to the rules of trust management of open-ended and closed-end mutual investment funds regarding the investment declaration, changes and additions to the rules of trust management of these mutual investment funds related to an increase in the remuneration of the management company, specialized depository, person maintaining the register of investment unit owners, appraiser and the auditor, with the expansion of the types and increase in the maximum amount of expenses associated with the trust management of open and closed mutual investment funds, with the introduction or increase in the amount of discounts when redeeming investment shares, as well as other changes provided for by the regulatory legal acts of the federal executive body for the securities market and additions to the rules of trust management of these funds come into force after one month from the date of publication of the notice of their registration.
Changes and additions to the rules of trust management of an interval mutual investment fund in terms of the investment declaration, changes and additions to the rules of trust management of this mutual investment fund related to an increase in the remuneration of the management company, a specialized depository, the person maintaining the register of owners of investment shares, an appraiser and an auditor , with the expansion of types and an increase in the maximum amount of expenses associated with the trust management of an interval mutual investment fund, with the introduction or increase in the size of discounts when redeeming investment units, come into force on the day following the end of the deadline for accepting applications closest to the date of publication of the notice of their registration , but not earlier than three months from the date of publication of the specified message.
Other changes and additions to the rules of trust management of a mutual investment fund come into force from the date of publication of the notice of their registration.
Chapter IV. Issuance, redemption and exchange of investment units
Article 21. Applications for the acquisition of investment units
1. The issuance of investment units is carried out on the basis of applications for the acquisition of investment units.
Applications for the purchase of investment units are irrevocable.
2. Refusal to accept applications for the acquisition of investment shares is permitted only in the following cases:
acquisition of an investment share by a person who, in accordance with this Federal Law, cannot be the owner of investment shares;
making a decision to suspend the issuance of investment units.
Article 22. Exchange of investment units
The rules of trust management of an open-end mutual investment fund may provide for the possibility of exchanging investment shares at the request of their owners for investment shares of another open-end mutual investment fund under trust management of the same management company.
The rules of trust management of an interval mutual investment fund may provide for the possibility of exchanging investment shares at the request of their owners for investment shares of another interval mutual investment fund, which is in trust management of the same management company.
From the mutual investment fund, the application for the exchange of investment units of which has been submitted, to the mutual investment fund, for whose investment units the exchange is carried out, cash or other property, the value of which corresponds to the estimated value of the investment units of the fund, the application for the exchange of which has been submitted, is transferred.
Article 23. Applications for redemption and exchange of investment units
1. Requests for redemption of investment units are submitted in the form of applications for redemption of investment units. Requests for the exchange of investment units are submitted in the form of applications for the exchange of investment units.
Applications for redemption and exchange of investment units are irrevocable.
Applications for redemption and exchange of investment units are submitted by the owners of investment units, and if investment units are included in the register of investment unit owners on the personal account of the nominal holder, by the corresponding nominal holder. The nominee holder submits applications for redemption and exchange of investment units on the basis of a corresponding instruction from the owner of the investment units.
2. Applications for redemption and exchange of investment units are satisfied within the limits of the number of investment units recorded in the corresponding personal account.
3. During the period of formation of mutual investment funds, applications for redemption and exchange of investment units are not accepted.
4. Acceptance of applications for redemption and exchange of investment units must be refused in the following cases:
failure to comply with the procedure and conditions for submitting applications established by the rules of trust management of a mutual investment fund;
making a decision on the simultaneous suspension of the issuance, redemption and exchange of investment units of a mutual investment fund.
Acceptance of an application for the exchange of investment units may also be refused if a decision is made to suspend the issuance of investment units, the requirement for exchange for which is contained in the application.
Article 24. Procedure for accepting applications for the acquisition, redemption and exchange of investment units
1. Applications for the acquisition, redemption and exchange of investment shares of an open-end mutual investment fund must be accepted every working day.
Acceptance of applications for the acquisition, redemption and exchange of investment units of an interval mutual investment fund must be carried out within the period determined by the rules of trust management of this mutual investment fund in accordance with the regulatory legal acts of the federal executive body for the securities market.
Acceptance of applications for redemption of investment shares of a closed-end mutual investment fund in cases provided for by this Federal Law must be carried out within the period determined by the rules of trust management of this mutual investment fund in accordance with the regulatory legal acts of the federal executive body for the securities market.
2. Applications for the acquisition, redemption and exchange of investment units in accordance with the rules of trust management of a mutual investment fund are submitted to the management company and (or) agents for the issuance, redemption and exchange of investment units of this mutual investment fund.
Persons to whom, in accordance with the rules of trust management of a mutual investment fund, applications for the acquisition of investment units may be submitted, are also required to accept applications for the redemption and exchange of investment units of this mutual investment fund.
3. The rules of trust management of a mutual investment fund may provide for the possibility of submitting applications for redemption and exchange of investment shares through postal, electronic or other communication that allows one to reliably identify the person who sent the application.
Article 25. Payment of monetary compensation in connection with the redemption of investment units
Payment of monetary compensation in connection with the redemption of investment shares is carried out at the expense of the funds that make up the mutual investment fund.
Payment of monetary compensation in connection with the redemption of an investment unit of an open-ended mutual investment fund must be made within the period determined by the rules of trust management of an open-ended mutual investment fund, but no later than 15 days from the date of redemption of the investment unit.
Payment of monetary compensation in connection with the redemption of an investment unit of an interval mutual investment fund must be made within the period determined by the rules of trust management of the interval mutual investment fund, but no later than 15 days from the date of expiration of the deadline for accepting applications for the redemption of investment units, during which it was submitted corresponding application. Payment of monetary compensation in connection with the redemption of an investment unit of a closed-end mutual investment fund in cases provided for by this Federal Law must be made within the period determined by the rules of trust management of a closed-end mutual investment fund, but no later than one month from the date of expiration of the acceptance period applications for redemption of investment units.
In the event of insufficient funds constituting a mutual investment fund, the management company has the right to use its own funds to pay monetary compensation.
Article 26. Determination of the amount for which an investment share is issued and the amount of monetary compensation to be paid in connection with the redemption of the investment share
1. Before the completion of the formation of a mutual investment fund, the amount of money (value of property) contributed to the mutual investment fund, for which one investment share is issued, is determined by the rules of trust management of the mutual investment fund and must be the same for everyone.
After completion of the formation of a mutual investment fund, the amount of money (property value) contributed to the mutual investment fund, for which one investment share is issued (including upon exchange), and the amount of monetary compensation to be paid to the owner in connection with the redemption of the investment unit (for except for the termination of the investment fund), must be determined based on the estimated value of the investment unit.
2. The estimated value of an investment share is determined in accordance with the regulatory legal acts of the federal executive body for the securities market by dividing the value of the net assets of the mutual investment fund, calculated on a day not earlier than the day of acceptance of applications for the acquisition, redemption or exchange of investment shares, by the number of investment shares units indicated in the register of investment unit owners of this mutual investment fund.
3. To reimburse expenses associated with the issuance and redemption of investment units, the rules of trust management of a mutual investment fund may provide for surcharges to the estimated value of investment units upon their issuance and discounts from the estimated value of investment units upon their redemption. The maximum amount of the premium cannot be more than 1.5 percent of the estimated value of the investment share. The maximum discount cannot be more than 3 percent of the estimated value of the investment unit.
Article 27. Agents for issuance, redemption and exchange of investment units
1. Agents for the issuance, redemption and exchange of investment units can only be legal entities - professional participants in the securities market, licensed to carry out brokerage activities.
2. The agent for the issuance, redemption and exchange of investment shares acts on behalf and at the expense of the management company on the basis of a mandate agreement or agency agreement concluded with the management company, as well as a power of attorney issued by it.
When carrying out its activities, the agent for the issuance, redemption and exchange of investment units is obliged to indicate that he is acting on behalf of and on behalf of the management company of the relevant mutual investment fund, and also to present to all interested parties a power of attorney issued by this management company.
3. Agents for the issuance, redemption and exchange of investment units have the right to accept applications for the acquisition, redemption and exchange of investment units from the date the management company publishes information about these agents in the printed publication specified in the rules of trust management of the mutual investment fund.
Article 28. Rights and obligations of the agent for the issuance, redemption and exchange of investment units
1. The agent for the issuance, redemption and exchange of investment shares in accordance with this Federal Law, regulatory legal acts of the federal executive body for the securities market and the agreement concluded with the management company is obliged:
accept applications for the acquisition, redemption and exchange of investment units;
take the necessary measures to identify persons submitting applications for the acquisition, redemption and exchange of investment units;
take into account accepted applications for the acquisition, redemption and exchange of investment units and other documents attached to them separately for each mutual investment fund;
disclose information provided for by Chapter XII of this Federal Law;
provide access to your accounting documentation at the request of the management company, specialized depository, as well as the federal executive body for the securities market;
maintain the confidentiality of information received in connection with the issuance, redemption and exchange of investment units.
2. An agent for the issuance, redemption and exchange of investment units has the right to provide services as an agent for the issuance, redemption and exchange of investment units simultaneously to several management companies.
3. An agent for the issuance, redemption and exchange of investment units has no right to:
acquire investment units of a mutual investment fund, the agent for the issuance, redemption and exchange of investment units of which he is;
stop accepting applications for the acquisition, redemption and exchange of investment shares only on the basis of orders of the management company;
use information received in connection with the performance of the functions of an agent for the issuance, redemption and exchange of investment units, in one’s own interests or in the interests of third parties; delegate authority to accept applications for the acquisition, redemption and exchange of investment units.
Article 29. Suspension of issuance, redemption and exchange of investment units
1. Management companies of open-ended and interval mutual investment funds have the right to suspend the issuance of investment units if this is provided for by the rules of trust management of these mutual investment funds.
2. The redemption and exchange of investment units can be suspended by the management company of a mutual investment fund only simultaneously with the suspension of the issuance of investment units of this mutual investment fund.
The issuance, redemption and exchange of investment shares may be simultaneously suspended exclusively in cases provided for by the rules of trust management of a mutual investment fund in accordance with regulatory legal acts of the federal executive body for the securities market, when required by the interests of the founders of trust management, for the duration of the circumstances, giving rise to such suspension.
In the event of a simultaneous suspension of the issuance, redemption and exchange of investment shares, the management company is obliged to notify the federal executive body for the securities market in writing on the same day, indicating the reasons for such suspension, and also disclose this information in the manner established by the federal executive body for the securities market. securities market.
3. The management company is obliged to suspend the issuance, redemption and exchange of investment units in the following cases:
suspension of the relevant license of the management company, specialized depository or person maintaining the register of investment unit owners;
cancellation of the corresponding license from the management company, specialized depository or person maintaining the register of owners of investment shares;
receiving the corresponding request from the federal executive body for the securities market;
impossibility of determining the value of the assets of a mutual investment fund for reasons beyond the control of the management company;
in other cases provided for by this Federal Law.
Chapter V. Termination of a mutual investment fund
Article 30. Grounds for termination of a mutual investment fund
Termination of a mutual investment fund is carried out in the following cases:
at the end of the period for the formation of a mutual investment fund, the value of the property constituting the mutual investment fund turned out to be less than the value of the property determined by the rules of trust management of the mutual investment fund, upon reaching which the mutual investment fund is formed;
an application(s) for redemption of all investment units has been submitted;
the license of the management company has been suspended or the license of the management company has been cancelled, and within three months from the date of suspension of the license or cancellation of the license, its rights and obligations have not been transferred to another management company;
the license of a specialized depository has been suspended or the license of a specialized depository has been cancelled, and within three months from the date of suspension of the license or cancellation of the license, its rights and obligations have not been transferred to another specialized depository;
a decision was made on the voluntary liquidation of the management company and within three months from the date of this decision its rights and obligations were not transferred to another management company;
the trust management agreement for a closed-end mutual investment fund has expired;
a corresponding decision has been made by the management company, if the right to make such a decision is provided for by the rules of trust management of the mutual investment fund;
other grounds provided for by federal laws have occurred.
Article 31. Procedure for terminating a mutual investment fund
1. Responsibilities for terminating a mutual investment fund, including the sale of property constituting the mutual investment fund, satisfying the claims of creditors that must be satisfied at the expense of the property constituting the mutual investment fund, and distributing funds between the owners of investment shares are assigned to the management company .
In case of suspension of the license or cancellation of the license of the management company, the responsibilities for terminating the mutual investment fund are assigned to the specialized depository of this mutual investment fund.
In case of suspension of licenses or cancellation of licenses of a management company and a specialized depository, the responsibilities for terminating a mutual investment fund may be assigned by the federal executive body for the securities market to another management company or another specialized depository, determined by it based on the results of a competition.
2. The amount of remuneration of a management company, a specialized depository, including a management company or a specialized depository whose responsibilities for terminating a mutual investment fund are assigned by the federal executive body for the securities market, as well as the person maintaining the register of owners of investment shares, the appraiser and auditor after the emergence of grounds for termination of a mutual investment fund cannot exceed 5 percent of the amount of funds constituting the mutual investment fund and received into it after the sale of its constituent property.
If the termination of a mutual investment fund is carried out by a management company or a specialized depository due to the fact that at the end of the period for the formation of the mutual investment fund, the value of the property constituting the mutual investment fund turned out to be less than the value of the property determined by the rules of trust management of the mutual investment fund, upon reaching in which the mutual investment fund is formed, expenses associated with such termination are not reimbursed.
3. The federal executive body for the securities market has the right to send its representative to monitor the fulfillment of obligations to terminate a mutual investment fund by the person carrying out the termination of the mutual investment fund.
4. From the moment the grounds for termination of a mutual investment fund arise, it is not permitted to dispose of the property constituting the mutual investment fund, with the exception of its sale and distribution in accordance with this Federal Law.
5. The person carrying out the termination of a mutual investment fund, within seven days from the moment the grounds for termination of the mutual investment fund arise, sends a notice of termination to the federal executive body for the securities market and publishes in the printed publication specified in the rules of trust management of the mutual investment fund mutual investment fund. The specified message must contain information about the procedure and deadlines for submitting claims of creditors, which must be satisfied at the expense of the property constituting the mutual investment fund, with the exception of the case of termination of the mutual investment fund due to the fact that at the end of the period of its formation the value of the property constituting the mutual investment fund , turned out to be less than the value of the property determined by the rules of trust management of a mutual investment fund, upon reaching which the mutual investment fund is formed. In the event of termination of a closed-end mutual investment fund due to the expiration of the trust management agreement, the message specified in this paragraph is sent and published no later than seven days before the expiration of the specified period.
The deadline for submitting claims of creditors, which must be satisfied at the expense of the property constituting the mutual investment fund, except in the case of termination of the mutual investment fund in connection with that. that at the end of the period of its formation, the value of the property constituting the mutual investment fund turned out to be less than the value of the property determined by the rules of trust management of the mutual investment fund, upon reaching which the mutual investment fund is formed, cannot be less than two months from the date of publication of the message on the termination of the mutual investment fund fund.
The person terminating a mutual investment fund takes measures to identify creditors whose claims must be satisfied at the expense of the property constituting the mutual investment fund and to receive receivables.
6. At the end of the period for presenting claims of creditors, which must be satisfied at the expense of the property constituting the mutual investment fund, before the start of settlements with these creditors, the person carrying out the termination of the mutual investment fund shall draw up and send to the federal executive body for the securities market a balance sheet of property, constituting a mutual investment fund, which must contain information about the property constituting the mutual investment fund, about the claims presented by creditors and the results of their consideration. If the termination of a mutual investment fund is carried out by a management company, the specified balance must be agreed upon with a specialized depository, except for the cases provided for in paragraph the fifth of Article 30 of this Federal Law.
7. The person terminating a mutual investment fund is obliged to sell the property constituting the mutual investment fund and carry out settlements in accordance with Article 32 of this Federal Law within three months from the date of publication of the notice of termination of the mutual investment fund, if the rules of trust management of the mutual investment fund the fund does not provide for a different period.
In the event of termination of a mutual investment fund due to the fact that at the end of the period of its formation, the value of the property constituting the mutual investment fund turned out to be less than the value of the property determined by the rules of trust management of the mutual investment fund, upon reaching which the mutual investment fund is formed, the person carrying out termination of a mutual investment fund is obliged to sell the property constituting the mutual investment fund and carry out settlements in accordance with Article 32 of this Federal Law no later than two weeks from the date of expiration of the formation of the mutual investment fund.
Article 32. Distribution of property constituting a mutual investment fund upon termination of the mutual investment fund
1. In the event of termination of a mutual investment fund, the property constituting the mutual investment fund is subject to sale.
The funds constituting the mutual investment fund and received into it after the sale of the property constituting the mutual investment fund are distributed in the following order:
first of all - to creditors (with the exception of the management company of this mutual investment fund), whose claims must be satisfied at the expense of the property constituting the mutual investment fund, including the specialized depository, the person maintaining the register of owners of investment shares, the appraiser and the auditor of remunerations accrued to them on the day the grounds for termination of the mutual investment fund arose, as well as to persons whose applications for redemption of investment shares were accepted before the day the grounds for termination of the mutual investment fund arose, monetary compensation due to them:
in the second place - to the person who carried out the termination of the mutual investment fund, related expenses (except for cases when, in accordance with this Federal Law, such compensation is not made), and in the event that the termination of the mutual investment fund is carried out by a person determined by the federal executive body authorities on the securities market, as well as remuneration for the performance of duties on the termination of a mutual investment fund;
in the third place - to the management company of the remuneration accrued to it both on the day and after the day the grounds for termination of the mutual investment fund arose (except for the case of termination of the mutual investment fund on the basis of suspension or cancellation of the license of the management company and other cases when, in accordance with no remuneration is paid by this Federal Law), as well as to the specialized depository, the person maintaining the register of owners of investment shares, the appraiser and auditor of the remuneration accrued to them after the day the grounds for termination of the mutual investment fund arose;
fourthly, to the owners of investment shares, monetary compensation by distributing the remaining property in proportion to the number of investment shares they own.
The person carrying out the termination of a mutual investment fund may receive the remuneration due to him for fulfilling the duties of terminating the mutual investment fund only after completion of all calculations in accordance with the sequence provided for in this paragraph.
2. After completion of settlements in accordance with paragraph 1 of this article, the person terminating the mutual investment fund shall draw up a report on the termination of the mutual investment fund and submit it to the federal executive body for the securities market.
The requirements for the report on the termination of a mutual investment fund and the procedure for its submission are established by the federal executive body for the securities market.
The federal executive body for the securities market approves the report on the termination of a mutual investment fund and makes a decision to exclude the mutual investment fund from the register of mutual investment funds.
Chapter VI. Requirements for the composition and structure of assets of joint-stock investment funds and assets of mutual investment funds
Article 33. Composition of assets of joint-stock investment funds and assets of mutual investment funds
1. The assets of joint-stock investment funds and the assets of mutual investment funds may include funds, including in foreign currency, as well as those that meet the requirements established by the regulatory legal acts of the federal executive body for the securities market:
government securities of the Russian Federation and government securities of constituent entities of the Russian Federation;
municipal securities;
shares and bonds of Russian open joint-stock companies;
securities of foreign countries;
shares of foreign joint-stock companies and bonds of foreign commercial organizations;
other securities provided for by regulatory legal acts of the federal executive body for the securities market.
2. The assets of joint-stock investment funds and the assets of interval and closed-end mutual investment funds, along with the property specified in paragraph 1 of this article, may include other property in accordance with the regulatory legal acts of the federal executive body for the securities market.
Real estate and property rights to real estate can only be included in the assets of joint-stock investment funds and the assets of closed-end mutual investment funds.
3. The requirements for the composition of the assets of a joint-stock investment fund are determined in its investment declaration, and the requirements for the composition of the assets of a mutual investment fund are determined in the investment declaration contained in the rules of trust management of this mutual investment fund. Before the formation of a mutual investment fund, its assets may only include property transferred by the founders of trust management.
Article 34. Structure of assets of joint-stock investment funds and assets of mutual investment funds
Requirements for the structure of assets of joint-stock investment funds and assets of mutual investment funds are established by regulatory legal acts of the federal executive body for the securities market.
The investment declaration of a joint-stock investment fund and the investment declaration of a mutual investment fund may establish higher requirements for the structure of assets than the requirements provided for by the regulatory legal acts of the federal executive body for the securities market.
Article 35. Investment declaration
The investment declaration of a joint-stock investment fund and the investment declaration of a mutual investment fund must respectively contain:
description of the objectives of the investment policy of the joint-stock investment fund and the management company of the mutual investment fund;
list of investment objects;
description of the risks associated with investing in the specified investment objects;
requirements for the structure of assets of a joint-stock investment fund and assets of a mutual investment fund.
Chapter VII. Determination of the net asset value of joint stock investment funds and the net asset value of mutual investment funds. Valuation of assets of joint-stock investment funds and assets of mutual investment funds
Article 36. Determination of the value of the net assets of joint-stock investment funds and the net assets of mutual investment funds
The value of the net assets of joint-stock investment funds and the net assets of mutual investment funds is determined in the manner and within the time limits provided for by the regulatory legal acts of the federal executive body for the securities market.
Article 37. Valuation of assets of joint-stock investment funds and assets of mutual investment funds
1. The assets of a joint-stock investment fund are assessed in the manner prescribed by the regulatory legal acts of the federal executive body for the securities market.
2. The valuation of real estate, rights to real estate, other property owned by joint-stock investment funds provided for by regulatory legal acts of the federal executive body for the securities market, as well as property constituting mutual investment funds, is carried out by an appraiser who has the appropriate license.
The valuation of the specified property must be carried out upon its acquisition and alienation, and also at least once a year, unless a different frequency is established by regulatory legal acts of the federal executive body for the securities market.
Appraisers of a joint-stock investment fund and a mutual investment fund cannot be affiliated persons of a joint-stock investment fund, a management company and a specialized depository of a joint-stock investment fund and a mutual investment fund, an auditor of a joint-stock investment fund and an auditor of the management company of a mutual investment fund.
Chapter VIII. Activities of the management company
Article 38. Requirements for the management company
1. The management company can only be an open or closed joint-stock company, a limited (additional) liability company, created in accordance with the legislation of the Russian Federation. The Russian Federation, constituent entities of the Russian Federation and municipalities do not have the right to be participants in the management company.
A management company may use in its name the words “investment fund”, “joint-stock investment fund” or “mutual investment fund” in combination with the words “management company”.
2. The management company may carry out the activities provided for by this Federal Law only on the basis of a special permit (license).
The management company may combine the activities provided for by this Federal Law only with the activities of trust management of securities, management of pension reserves of non-state pension funds and management of insurance reserves of insurance companies.
3. The amount of the management company’s own funds and its ratio to the total value of the assets of joint-stock investment funds and the assets of mutual investment funds managed by this management company are determined by the federal executive body for the securities market.
4. The functions of the sole executive body of the management company cannot be performed by:
persons who performed the functions of the sole executive body or were members of the collegial executive body of a management company, specialized depository, joint-stock investment fund, professional participant in the securities market, credit organization, insurance organization, non-state pension fund at the time of cancellation of these organizations’ licenses to carry out the relevant types of activities for violation of licensing requirements, if less than three years have passed since such cancellation;
persons on whom a penalty was imposed for an administrative offense in the field of finance and the securities market, if less than one year has passed since the imposition of such a penalty;
persons who have a criminal record for crimes in the field of economic activity or for crimes against state power,
interests of public service and service in local governments.
These persons also cannot be members of the board of directors (supervisory board) and the collegial executive body of the management company.
Article 39. Responsibilities of the management company
1. The management company is obliged to act reasonably and in good faith when exercising its rights and fulfilling its obligations.
2. The management company is obliged:
transfer property belonging to a joint-stock investment fund and property constituting a mutual investment fund for accounting and (or) storage to a specialized depository, unless otherwise provided for certain types of property by regulatory legal acts of the Russian Federation;
transfer to the specialized depository immediately from the moment of their preparation or receipt of copies of all primary documents in relation to the property constituting a mutual investment fund and property owned by a joint-stock investment fund, as well as original copies of documents confirming the rights to real estate;
submit reports to the federal executive body for the securities market in the manner established by it;
disclose information about a joint-stock investment fund and a mutual investment fund in accordance with this Federal Law;
3. The management company of a joint-stock investment fund has the right, in cases provided for by this Federal Law, to refuse to fulfill its duties provided for by this Federal Law and the agreement with the joint-stock investment fund.
In case of refusal to fulfill its duties, the management company of a joint-stock investment fund is obliged to notify the board of directors (supervisory board) of the joint-stock investment fund and the federal executive body for the securities market in writing at least 60 days before the date of termination of its duties.
4. Within five days from the date of termination of its duties, the management company is obliged to transfer all its documents, property (including funds) belonging to the joint-stock investment fund to the newly appointed management company.
Article 40. Restrictions on the activities of the management company
1. The management company has no right:
dispose of the assets of a joint-stock investment fund and the property constituting a mutual investment fund without the consent of a specialized depository, with the exception of the disposal of securities for the purpose of executing transactions made through trade organizers;
acquire, at the expense of the assets of the joint-stock investment fund and the property constituting the mutual investment fund, objects that are not provided for, respectively, by the investment declaration of the joint-stock investment fund and the investment declaration of the mutual investment fund;
make transactions that will result in violation of the requirements of this Federal Law, regulatory legal acts of the Russian Federation, regulatory legal acts of the federal executive body for the securities market, including requirements for the structure of assets of joint-stock investment funds and assets of mutual investment funds;
alienate free of charge property belonging to a joint-stock investment fund and property constituting a mutual investment fund;
assume the obligation to transfer property that, at the time of accepting such an obligation, does not belong to a joint-stock investment fund and does not constitute a mutual investment fund, with the exception of transactions with securities carried out through a trade organizer, the rules of which provide for delivery against payment;
to receive, under the terms of loan agreements and credit agreements, funds to be returned at the expense of the property constituting a mutual investment fund, only for the purpose of using these funds to repurchase investment shares if the funds constituting this mutual investment fund are insufficient. At the same time, the total amount of debt subject to repayment from the property constituting a mutual investment fund under all loan agreements and credit agreements should not exceed 10 percent of the value of the net assets of the mutual investment fund. The period for raising borrowed funds under each loan agreement and credit agreement (including the extension period) cannot exceed three months;
provide loans at the expense of property owned by a joint-stock investment fund and property constituting a mutual investment fund;
use property owned by a joint-stock investment fund to ensure the fulfillment of one’s own obligations or the obligations of third parties, as well as property constituting a mutual investment fund to ensure the fulfillment of one’s own obligations not related to the trust management of the mutual investment fund, or to fulfill the obligations of third parties;
acquire, at the expense of property owned by a joint-stock investment fund and property constituting a mutual investment fund, investment objects from its affiliates, with the exception of securities included in the listing of the trade organizer;
acquire, at the expense of the property constituting a mutual investment fund, investment shares of other mutual investment funds under its trust management;
acquire property owned by a joint-stock investment fund that it manages;
acquire property constituting a mutual investment fund, with the exception of cases of receiving remuneration in accordance with the rules of trust management of the mutual investment fund, as well as reimbursement of the amount of its own funds used by the management company to repurchase investment shares of this investment fund. At the same time, the management company is not allowed to charge interest for the use of its funds;
alienate her own property to the joint-stock investment fund that she manages;
alienate her own property as part of the property constituting a mutual investment fund under her trust management;
acquire, as part of the property owned by a joint-stock investment fund, and the property constituting a mutual investment fund, securities issued by a management company, a specialized depository, an appraiser or auditor of a mutual investment fund, as well as their affiliates, with the exception of securities included in the organizer’s listing trade.
2. Transactions with options, as well as forward and futures contracts at the expense of property owned by a joint-stock investment fund and property constituting a mutual investment fund, can be carried out only in order to reduce the risk of a decrease in the value of the assets of the joint-stock investment fund and the assets of the mutual investment fund.
In this case, the total amount of obligations under options, as well as forward and futures contracts specified in this paragraph, cannot be more than 10 percent of the value of the assets of the joint-stock investment fund and the assets of the mutual investment fund.
Article 41. Remunerations and expenses associated with the management of a joint-stock investment fund and trust management of a mutual investment fund
1. Remunerations of the management company, a specialized depository, the person maintaining the register of owners of investment shares, an appraiser and an auditor are paid from the property of the joint-stock investment fund and the property constituting the mutual investment fund, and their amount should not exceed 10 percent of the average annual value of the net assets of the joint-stock investment fund fund and the net assets of the mutual fund. The procedure for calculating the average annual value of the net assets of a joint-stock investment fund and the net assets of a mutual investment fund is determined by the federal executive body for the securities market.
2. An agreement between a joint-stock investment fund and a management company may provide for the payment of remuneration to the management company from income from the management of a joint-stock investment fund. The rules of trust management of a mutual investment fund may provide for the payment of remuneration to the management company depending on the increase in the value of the property that makes up the mutual investment fund.
During the period of formation of a mutual investment fund, remunerations for the management company, a specialized depository, the person maintaining the register of owners of investment shares, an appraiser and an auditor, as well as expenses associated with the trust management of the mutual investment fund, are accrued but not paid. Payment of accrued remuneration and payment of the specified expenses are made only if, during the period of formation of the mutual investment fund, the value of the property constituting the mutual investment fund has reached the amount determined by the rules of trust management of the mutual investment fund.
3. Expenses related to the management of a joint-stock investment fund and the trust management of a mutual investment fund, including the maintenance of property owned by the joint-stock investment fund and the property constituting the mutual investment fund, as well as transactions with the said property, are made accordingly at the expense of property owned by a joint-stock investment fund and property constituting a mutual investment fund.
Chapter IX. Control over the disposal of property owned by a joint-stock investment fund and property constituting a mutual investment fund
Article 42. Accounting and storage of property owned by a joint-stock investment fund and property constituting a mutual investment fund
1. Property owned by a joint-stock investment fund and property constituting a mutual investment fund must be accounted for in a specialized depository.
Property owned by a joint-stock investment fund and property constituting a mutual investment fund must be stored in a specialized depository, unless otherwise provided for certain types of property by regulatory legal acts of the Russian Federation.
2. Accounting and storage of property owned by a joint-stock investment fund and property constituting a mutual investment fund can be carried out, respectively, by only one specialized depository.
A specialized depository does not have the right to use and dispose of property belonging to a joint-stock investment fund and property constituting a mutual investment fund.
3. Rights to securities owned by a joint-stock investment fund, or rights to securities constituting the property of a mutual investment fund, must be recorded in a securities account in a specialized depository, with the exception of rights to government securities.
4. A specialized depository has the right to involve another depository in the performance of its duties for storing and (or) recording the rights to securities belonging to a joint-stock investment fund or constituting the property of a mutual investment fund, if this is provided for, respectively, by an agreement with a joint-stock investment fund or the rules of trust management of a mutual fund. investment fund. A specialized depository is responsible for the actions of the depository it has designated as its own. A joint stock investment fund and the management company of a mutual investment fund are responsible for the actions of the depository they have designated if the depository was attracted on their written instructions.
Article 43. Control over the disposal of property belonging to a joint-stock investment fund and property constituting a mutual investment fund
1. The specialized depository of a joint-stock investment fund is obliged to monitor compliance by the management company of this joint-stock investment fund with this Federal Law, other regulatory legal acts of the Russian Federation, regulatory legal acts of the federal executive body for the securities market, the provisions of the charter and the investment declaration of the joint-stock investment fund, agreements between the joint-stock investment fund and the management company. A specialized depository of a mutual investment fund is obliged to monitor compliance by the management company of this mutual investment fund with this Federal Law, other regulatory legal acts of the Russian Federation, regulatory legal acts of the federal executive body for the securities market and the rules of trust management of a mutual investment fund.
A specialized depository does not have the right to give consent to the management company to dispose of the assets of a joint-stock investment fund or property constituting a mutual investment fund, as well as to execute instructions from the management company for the transfer of securities owned by a joint-stock investment fund or securities constituting a mutual investment fund, in the event if such order and transfer contradict this Federal Law, other regulatory legal acts of the Russian Federation, regulatory legal acts of the federal executive body for the securities market and, accordingly, the charter and investment declaration of the joint-stock investment fund, the agreement between the joint-stock investment fund and the management company and the rules of trust management mutual investment fund.
2. In case of failure to fulfill the obligations provided for in this article, the specialized depository shall be jointly and severally liable with the management company to the joint-stock investment fund and the owners of investment shares of the mutual investment fund.
Article 44. Requirements for a specialized depository
1. A specialized depository of a joint-stock investment fund and a unit investment fund can only be a joint-stock company, a limited (additional) liability company, created in accordance with the legislation of the Russian Federation and having the appropriate license and license to carry out depositary activities in the securities market.
2. A specialized depository may use in its corporate name the words “investment fund”, “joint-stock investment fund” or “mutual investment fund” in combination with the words “specialized depository” or “depository”.
3. A specialized depository of a joint-stock investment fund and a mutual investment fund has the right to combine its activities with other types of activities, provided that it is carried out by a separate structural unit of the specialized depository. A specialized depository does not have the right to combine its activities with depository activities if the latter is related to the conduct of depository operations based on the results of transactions with securities made through a trade organizer on the securities market on the basis of agreements concluded with such a trade organizer and (or) a clearing organization, and also with clearing activities and activities for organizing trading in the securities market.
A specialized depository has the right to store and record the property in which the pension reserves of non-state pension funds are placed, and to monitor compliance by non-state pension funds and their managers with the requirements of the legislation of the Russian Federation.
A specialized depository has the right to store and record property, as well as monitor compliance with legal requirements by other legal entities in cases provided for by the legislation of the Russian Federation.
In connection with the implementation of its activities, a specialized depository has the right to provide consulting and information services, maintain accounting records of a joint-stock investment fund and mutual investment fund, and maintain a register of owners of investment shares.
4. In relation to property owned by a joint-stock investment fund, a specialized depository performs its functions on the basis of an agreement with a joint-stock investment fund.
In relation to the property constituting a mutual investment fund, a specialized depository performs its functions on the basis of an agreement with the management company of the mutual investment fund. In this case, the validity period of the agreement between the management company of a closed-end mutual investment fund and a specialized depository cannot be less than the validity period of the trust management agreement for this closed-end mutual investment fund.
5. The functions of the sole executive body of a specialized depository cannot be performed by:
persons who performed the functions of the sole executive body or were members of the collegial executive body of a management company, specialized depository, joint-stock investment fund, professional participant in the securities market, credit organization, insurance organization, non-state pension fund at the time of cancellation of licenses from these organizations to carry out the relevant types activities for violation of licensing requirements, if less than three years have passed since such cancellation;
persons on whom a penalty was imposed for an administrative offense in the field of finance and the securities market, if less than one year has passed since the imposition of such a penalty;
persons with a criminal record for crimes in the field of economic activity or for crimes against state power, the interests of public service and service in local government.
These persons also cannot be members of the board of directors (supervisory board) and the collegial executive body of a specialized depository.
6. A specialized depository is obliged to register the regulations of the specialized depository and all changes made to it with the federal executive body for the securities market.
The regulations of a specialized depository must contain:
internal rules and procedures for carrying out depository activities;
forms of primary accounting documents and reports to clients used by a specialized depository;
description of the procedure for interaction of structural divisions in the process of carrying out depository activities, as well as the implementation of control functions ensuring compliance by the joint-stock investment fund and the management company of the mutual investment fund with the requirements of the legislation of the Russian Federation and regulatory legal acts of the federal executive body for the securities market when maintaining records of assets, calculation the value of the net assets of a joint-stock investment fund, maintaining records of assets, calculating the value of the net assets of a mutual investment fund and the value of an investment unit, disposing of property owned by a joint-stock investment fund and property constituting a mutual investment fund;
description of the organization of internal control over compliance with the requirements for depository activities;
forms of contracts with clients;
description of internal procedures preventing the possibility of a conflict of interest.
Article 45. Responsibilities of a specialized depository
1. A specialized depository must act exclusively in the interests of shareholders of a joint-stock investment fund and owners of investment units of a mutual investment fund.
2. The specialized depository is obliged:
accept for storage and store property belonging to a joint-stock investment fund and property constituting a mutual investment fund, unless otherwise provided for certain types of property by regulatory legal acts of the Russian Federation;
give the management company consent to the disposal of property owned by a joint-stock investment fund or property constituting a mutual investment fund, as well as execute instructions from the management company to transfer securities owned by a joint-stock investment fund or securities constituting a mutual investment fund, except in cases provided for by this Federal Law;
accept and store copies of all primary documents in relation to property owned by a joint-stock investment fund and property constituting a mutual investment fund, as well as original copies of documents confirming rights to real estate;
submit reports to the federal executive body for the securities market in the manner established by its regulatory legal acts;
submit to the audit commission (auditor) of the joint-stock investment fund the documents necessary for its activities;
register as a nominee holder of securities belonging to a joint-stock investment fund, or securities constituting a mutual investment fund, unless a different procedure for accounting for rights to securities is provided in accordance with the legislation of the Russian Federation;
exercise control over the determination of the value of the net assets of joint-stock investment funds and the net assets of mutual investment funds, as well as the estimated value of an investment unit, the number of investment units issued and the amount of monetary compensation in connection with the redemption of investment units;
hold a competition to determine another management company of a mutual investment fund in the event of cancellation of the license of the management company of this mutual investment fund;
comply with other requirements provided for by this Federal Law and regulatory legal acts of the federal executive body for the securities market.
3. The specialized depository is obliged to notify the federal executive body for the securities market about violations identified by it during the implementation of control in accordance with this Federal Law no later than three days from the date of detection of these violations.
Article 46. Termination of an agreement with a specialized depository
1. The agreement between the joint-stock investment fund and the specialized depository, the agreement between the management company of the mutual investment fund and the specialized depository are terminated:
by agreement of the parties from the moment provided for in such agreement;
in the event of liquidation of a joint-stock investment fund from the moment of completion of its liquidation;
in case of termination of a mutual investment fund from the moment of its termination;
in the event of cancellation of a license from a specialized depository from the moment the decision to cancel the license comes into force;
in the event of liquidation of a specialized depository from the moment the decision on such liquidation is made;
upon expiration of the contract.
2. Information on the termination of an agreement with a specialized depository shall be immediately submitted by the joint-stock investment fund or the management company of a mutual investment fund to the federal executive body for the securities market, indicating the reasons for termination of the agreement.
3. A specialized depository is obliged to store and record all documents related to the exercise of control over the activities of a joint-stock investment fund and the activities of the management company of a mutual investment fund, until the conclusion of an agreement, respectively, between the joint-stock investment fund or the management company of a mutual investment fund and another specialized depository and transfer to it the specified documents.
Chapter X. Maintaining a register of investment unit owners
Article 47. Register of owners of investment shares
1. Register of investment unit owners - a system of records about a mutual investment fund, the total number of issued and redeemed investment units of this fund, the owners of investment units and the number of investment units owned by them, nominee holders, other registered persons and the number of investment units registered on them units, splitting of investment units, records of acquisition, exchange, transfer or redemption of investment units.
2. Only a legal entity that has a license to carry out the activities of maintaining a register of owners of registered securities, or a specialized depository of this mutual investment fund, has the right to maintain the register of owners of investment shares.
3. An agreement on maintaining a register of owners of investment shares can be concluded with only one legal entity.
4. The procedure for maintaining the register of owners of investment shares is determined by regulatory legal acts of the federal executive body for the securities market.
Article 48. Responsibility of the person maintaining the register of investment unit owners
The person maintaining the register of owners of investment shares bears subsidiary liability with the management company of this fund to investors for failure to fulfill or improper performance of the duties for maintaining the said register provided for by this Federal Law, the rules of trust management of a mutual investment fund and the agreement with the management company.
The person maintaining the register of owners of investment shares is liable to the management company of this fund for failure to fulfill or improper performance of the duties for maintaining the said register provided for by this Federal Law, the rules of trust management of a mutual investment fund and the agreement with the management company.
Chapter XI. Audit of a joint-stock investment fund and the management company of a mutual investment fund
Article 49. Requirements for the auditor of a joint-stock investment fund and the management company of a mutual investment fund
1. A joint-stock investment fund and the management company of a mutual investment fund are required to enter into agreements on conducting audits.
An auditor may not be an affiliated person of a joint-stock investment fund, a management company, a specialized depository, a person maintaining a register of owners of investment shares, or an appraiser.
2. Accounting, record keeping and reporting in relation to property owned by a joint-stock investment fund, property, constituting a mutual investment fund, and transactions with this property.
Article 50. Annual audits
1. The auditor, in accordance with the concluded agreement, is obliged to conduct annual audits.
2. The following are subject to audit:
accounting, record keeping and reporting in relation to property owned by a joint-stock investment fund, property constituting a mutual investment fund, and transactions with this property;
composition and structure of assets of a joint-stock investment fund and property constituting a mutual investment fund;
calculation of the value of the net assets of a joint-stock investment fund, assessment of the estimated value of one investment unit, the placement price and the redemption price of the share or the amount for which one investment unit is issued, and the amount of monetary compensation to be paid in connection with the redemption of the investment unit;
compliance with the requirements for the procedure for storing property owned by a joint-stock investment fund, property constituting a mutual investment fund, and documents certifying the rights to property owned by a joint-stock investment fund, and property constituting a mutual investment fund;
transactions made with the assets of a joint-stock investment fund and the assets of a mutual investment fund.
3. The auditor’s conclusion based on the results of the annual audit is a mandatory appendix to the reporting of the joint-stock investment fund or the management company of the mutual investment fund.
Chapter XII. Disclosure of information about the activities of a joint-stock investment fund and the management company of a mutual investment fund
Article 51. Requirements for the content of information distributed or published
1. Disseminated or published information about a joint-stock investment fund and a unit investment fund, respectively, must contain:
full or abbreviated corporate name of the joint-stock investment fund, its management company, full or abbreviated corporate name of the management company of the mutual investment fund, name of the mutual investment fund, number and date of registration of the rules of trust management of the mutual investment fund, number and date of registration of the prospectus for the issue of shares of the joint-stock investment fund , as well as the license number to carry out the activities of a joint-stock investment fund or the license number of the management company;
information about places (indicating the address and (or) telephone number) where, before purchasing shares or investment units, you can obtain detailed information about the joint-stock investment fund, about the mutual investment fund and familiarize yourself with the charter and investment declaration of the joint-stock investment fund, the rules of trust management of the mutual fund an investment fund, a prospectus for the issue of shares, as well as other documents provided for by this Federal Law and regulatory legal acts of the federal executive body for the securities market;
the provision that the value of shares and the value of investment units can increase and decrease, the results of investments in the past do not determine income in the future, the state does not guarantee the return on investments in investment funds, as well as information that, before purchasing a share or investment unit , you should carefully read the charter of the joint-stock investment fund, its investment declaration and prospectus for the issue of shares, and the rules of trust management of the mutual investment fund.
2. Any distributed or published information about the management company of a mutual investment fund must contain the full or abbreviated corporate name of the management company and its license number.
3. The management company of a mutual investment fund is responsible for the content and form of information distributed or published about the management company or about the mutual investment fund, including for the dissemination or publication of inaccurate, incomplete or misleading information, as well as for its untimely distribution or publication .
A joint-stock investment fund is responsible for the advertising of this fund, the content and form of information distributed or published about the joint-stock investment fund, including its untimely distribution or publication, as well as for the dissemination or publication of inaccurate, incomplete or misleading information.
4. The federal executive body for the securities market or a self-regulatory organization has the right to demand, and a joint-stock investment fund and the management company of a mutual investment fund are required to submit documents confirming the information being disseminated or published.
5. Information provided for distribution or publication must comply with the charter and investment declaration of the joint-stock investment fund, the prospectus for the issue of shares of the joint-stock investment fund, the rules of trust management of the mutual investment fund, changes and additions to them, which are registered in the prescribed manner.
6. Any information provided for distribution or publication about a joint-stock investment fund, the management company of a mutual investment fund and about a mutual investment fund must not contain:
unfair, unreliable, unethical, deliberately false, hidden, misleading information;
any guarantees, promises and assumptions about the future efficiency and profitability of the investment activities of a joint-stock investment fund, a management company of a mutual investment fund, including those based on information about their actual activities in the past;
information that does not have documentary evidence;
information not directly related to a mutual fund, mutual fund management company or mutual fund;
false or incorrectly formulated statements or statements about factors significantly affecting the results of investment activities of a joint-stock investment fund or management company of a mutual investment fund, including those that have documentary evidence, but relate to a different period of time or event;
statements or assertions of changes or other comparisons of the current and historical investment performance of a mutual fund and the mutual fund management company (description of changes in income, changes in the size or growth of assets), not based on calculations of return determined in accordance with the requirements regulatory legal acts of the federal executive body for the securities market;
statements about future investments containing guarantees of the safety of investments and the stability of the amounts of possible income or costs associated with these investments;
statements or representations of possible benefits associated with the services or practices of the mutual fund and the mutual fund management company;
exaggerated or unsubstantiated statements about the management skills or characteristics of the equity investment fund and the mutual fund management company, as well as their relationships with government authorities or other bodies or departments;
statements that the past performance of a mutual fund and mutual fund management company may be repeated in the future.
7. Before receiving a license, a management company does not have the right to provide for distribution or publication information about its activities as a management company of a joint-stock investment fund and mutual investment fund.
8. Before distributing or publishing information, a joint-stock investment fund or a management company of a mutual investment fund must submit copies of documents containing the specified information to the federal executive body for the securities market or an organization authorized by it.
9. Failure of a joint-stock investment fund or a management company of a mutual investment fund to comply with the requirements of this Federal Law, other regulatory legal acts of the Russian Federation, regulatory legal acts of the federal executive body for the securities market, as well as failure to eliminate violations within the established time frame, shall be grounds for suspension or cancellation of them corresponding licenses.
10. The federal executive body for the securities market has the right to file claims in court in the event of a violation of the rights of shareholders of a joint-stock investment fund or owners of investment units of a mutual investment fund as a result of their failure to comply with the requirements provided for in this chapter.
Article 52. Information provided at the request of interested parties
A joint-stock investment fund, a management company of a mutual investment fund, as well as agents for the issuance, redemption and exchange of investment units in places where applications for the acquisition, redemption and exchange of investment units are accepted are required to present to all interested parties upon their request, respectively:
the charter of a joint-stock investment fund, its investment declaration or the rules of trust management of a mutual investment fund, as well as the full text of registered changes and additions to them;
rules for maintaining the register of investment unit owners;
a certificate of the value of the assets of the joint-stock investment fund or the value of the property constituting the mutual investment fund, and the corresponding appendices thereto;
a certificate of the value of the net assets of a joint-stock investment fund or the value of the net assets of a mutual investment fund and the estimated value of one investment unit at the latest valuation;
balance sheet and profit and loss account of a joint-stock investment fund, balance sheet of property constituting a mutual investment fund, balance sheet and profit and loss account of the management company of a mutual investment fund, balance sheet and profit and loss account of a specialized depository, auditor's report drawn up at the latest reporting date;
report on the increase (decrease) in the value of property owned by the joint-stock investment fund, property constituting the mutual investment fund, information on the remuneration of the management company and expenses to be reimbursed from the property owned by the joint-stock investment fund, and property constituting the mutual investment fund, according to as of the last reporting date;
other information distributed or published by a joint-stock investment fund or a management company of a mutual investment fund in accordance with the requirements of this Federal Law, regulatory legal acts of the federal executive body for the securities market, the charter of a joint-stock investment fund or the rules of trust management of a mutual investment fund.
Information on the amount of the amount for which one investment unit is issued and the amount of monetary compensation to be paid in connection with the redemption of the investment unit, on the method for determining the estimated value of one investment unit, on the value of the net assets of a joint-stock investment fund and the value of the net assets of a mutual investment fund in calculation, respectively, per one share or one investment unit as of the last reporting date, on the start and end time of accepting applications for the acquisition, redemption and exchange of investment units during the working day, on the deadlines for accepting these applications (for interval mutual investment funds), on cases of suspension or the resumption of the placement of shares of a joint-stock investment fund, the issuance, redemption and exchange of investment units or the simultaneous suspension of the issuance, redemption and exchange of investment units, the resumption of the issuance, redemption and exchange of investment units, the agents for the issuance, redemption and exchange of investment units must also be provided to interested parties by telephone or disclosed in any other way specified by the joint-stock investment fund or the management company of the mutual investment fund in the distributed or published information.
1. A joint-stock investment fund shall publish a prospectus for the issue of shares of a joint-stock investment fund and disclose information on the contents of the charter and investment declaration of a joint-stock investment fund in the manner and within the time limits established by the legislation of the Russian Federation.
2. The management company of a mutual investment fund is obliged to publish the rules of trust management of the mutual investment fund before the formation of the mutual investment fund begins.
The management company of a mutual investment fund is obliged to publish messages about the registration of changes and additions to the rules of trust management of the mutual investment fund.
3. In the event of termination of a mutual investment fund, including due to the fact that at the end of the formation period of the mutual investment fund, the value of its assets turned out to be less than the amount determined by the rules of trust management of the mutual investment fund, the management company of this mutual investment fund at its own expense is obliged to publish information about the return of funds to owners of investment units.
4. If a decision is made to suspend the issuance, to simultaneously suspend the issuance, redemption and exchange, to resume the issuance, redemption and exchange of investment units, the management company of the mutual investment fund at its own expense is obliged to publish no later than the day following the day such a decision was made, message about this. A notice of suspension of the issuance or simultaneous suspension of the issuance, redemption and exchange of investment units must contain an indication of the reasons for such suspension.
information about the corporate name of the joint-stock investment fund, the corporate name of the management company of the mutual investment fund, the location of agents for the issuance, redemption and exchange of investment units, the places where they accept applications for the acquisition, redemption and exchange of investment units;
balance sheet of a joint-stock investment fund and balance sheet of property constituting a mutual investment fund, balance sheet and profit and loss statement of the management company of a mutual investment fund;
a report on the increase (decrease) in the value of property owned by the joint-stock investment fund and the property constituting the mutual investment fund, information on the remuneration of the management company and expenses to be reimbursed from the property owned by the joint-stock investment fund and the property constituting the mutual investment fund;
a certificate of the value of the net assets of a joint-stock investment fund, the value of the net assets of a mutual investment fund and the relevant appendices thereto, other documents in accordance with this Federal Law;
information on the decision to transfer rights and obligations under the trust management agreement for a mutual investment fund to another management company.
6. All information related to the activities of a joint-stock investment fund or the activities of the management company of a mutual investment fund must be disclosed in accordance with this Federal Law and regulatory legal acts of the federal executive body for the securities market.
Article 54. Reports submitted to the federal executive body for the securities market
1. A joint-stock investment fund or a management company of a mutual investment fund are required to submit reports to the federal executive body for the securities market in the manner established by the regulatory legal acts of the federal executive body for the securities market.
2. The volume, timing and form of reporting are established by the federal executive body in charge of the securities market.
Chapter XIII. Powers of the federal executive body for the securities market. Self-regulatory organizations
Article 55. Rights of the federal executive body for the securities market
1. State regulation of the activities of joint-stock investment funds, management companies of joint-stock investment funds and management companies of mutual investment funds (hereinafter referred to as management companies), specialized depositories and state control over their activities are carried out by the federal executive body for the securities market.
2. The federal executive body for the securities market has the right to:
regulate the activities of joint-stock investment funds, management companies, specialized depositories, appraisers in accordance with this Federal Law;
establish requirements aimed at preventing conflicts of interest between management companies and specialized depositories;
establish the procedure for presentation and reporting forms for joint-stock investment funds, management companies, specialized depositories, and appraisers;
establish, jointly with the federal executive body for financial management of the Russian Federation, rules for accounting and reporting of joint-stock investment funds, management companies and specialized depositories;
establish qualification requirements for employees of management companies and specialized depositories, as well as requirements for the professional experience of persons performing the functions of the sole executive body of management companies and specialized depositories;
exercise control over the activities of joint-stock investment funds, management companies, specialized depositories;
establish, together with the federal executive body that carries out state regulation of auditing activities, requirements for auditors who have the right to provide audit services to joint-stock investment funds, management companies and specialized depositories;
monitor compliance with this Federal Law, consider complaints from citizens and legal entities related to violations of this Federal Law;
carry out inspections of the activities of joint-stock investment funds, management companies and specialized depositories;
approve the rules for maintaining the register of owners of investment shares;
send to a joint-stock investment fund, management company, specialized depository orders to eliminate violations of this Federal Law, regulatory legal acts of the federal executive body for the securities market and set deadlines for eliminating such violations;
make decisions on the suspension of the issuance, redemption and exchange of investment units in accordance with this Federal Law;
impose fines on joint-stock investment funds, management companies, specialized depositories and agents for the issuance, redemption and exchange of investment units;
apply to the court with a demand for the liquidation of legal entities carrying out activities provided for by this Federal Law without the appropriate licenses;
file a claim in court in the interests of shareholders of joint-stock investment funds and owners of investment units in the event of a violation of their rights provided for by this Federal Law;
exercise other powers provided for by federal laws and other regulatory legal acts of the Russian Federation.
3. Employees of the federal executive body for the securities market, authorized by the federal executive body for the securities market in the manner established by it, for the purpose of performing their official duties, have the right of unhindered access to the premises of joint-stock investment funds, management companies, specialized depositories, persons carrying out maintaining a register of owners of investment shares, registrars and familiarization, on the basis of a written request, with the necessary documents and information specified in the submitted request, subject to their non-disclosure of state, official and commercial secrets.
Joint-stock investment funds, management companies, specialized depositories and registrars are required to submit to the federal executive body for the securities market documents, other information and give written and oral explanations necessary for the implementation of the activities of the federal executive body for the securities market.
Article 56. Responsibility of the federal executive body for the securities market for observance of commercial secrets
Information constituting a commercial secret received by the federal executive body for the securities market is not subject to disclosure.
Employees of the federal executive body for the securities market, in the event of their disclosure of information constituting a trade secret, bear responsibility under the legislation of the Russian Federation, in the manner established by the legislation of the Russian Federation. Losses caused to the organization by such disclosure are subject to compensation in accordance with the civil legislation of the Russian Federation.
Article 57. Self-regulatory organization of management companies
1. A self-regulatory organization of management companies (hereinafter referred to as a self-regulatory organization) is a non-profit organization that has the appropriate permission from the federal executive body for the securities market, based on the membership of management companies.
2. All income of a self-regulatory organization is used by it exclusively to fulfill its statutory tasks and is not distributed among its members.
A self-regulatory organization establishes mandatory rules and standards for its members for the implementation of activities related to the management of joint-stock investment funds and trust management of mutual investment funds (hereinafter referred to as the rules and standards of the self-regulatory organization).
Article 58. Rights of self-regulatory organizations
A self-regulatory organization has the right:
receive information based on the results of inspections of the activities of its members, carried out in the manner established by the federal executive body for the securities market;
monitor compliance by its members with the established rules and standards of the self-regulatory organization, including inspections of their activities;
develop training programs and plans in accordance with the qualification requirements established by the federal executive body for the securities market, and, in agreement with it, train officials and personnel of management companies, determine the qualifications of these persons and issue them qualification certificates;
take disciplinary action against members of this self-regulatory organization in accordance with the rules and standards of a self-regulatory organization and impose fines if they violate the rules and standards of a self-regulatory organization;
submit a petition to the federal executive body for the securities market to issue a license to members of a self-regulatory organization.
Article 59. Requirements for self-regulatory organizations
1. To obtain the status of a self-regulatory organization, an organization created by management companies submits an application and other documents to the federal executive body for the securities market in accordance with the requirements of regulatory legal acts of the federal executive body for the securities market.
2. The rules and standards established by a self-regulatory organization and binding on all members of the self-regulatory organization must contain:
requirements for professional qualifications of personnel;
rules and standards for carrying out professional activities, criteria for assessing the results of investment activities;
standards of professional ethics;
rules for keeping records and reporting by members of a self-regulatory organization;
the procedure for calculating the amount of equity capital of members of a self-regulatory organization, taking into account the risks of carrying out activities;
rules for management companies to join a self-regulatory organization and leave or be excluded from it;
procedures for determining the norms of representation during elections to the governing bodies of a self-regulatory organization and participation in the management of a self-regulatory organization;
the procedure for distributing costs, payments and fees among members of a self-regulatory organization;
provisions on the protection of the rights of clients of members of a self-regulatory organization, including the procedure for considering their claims and complaints, as well as the procedure for executing decisions made based on the results of such consideration;
the procedure for consideration by a self-regulatory organization of claims and complaints of members of the organization;
procedures for conducting inspections of compliance by members of a self-regulatory organization with the rules and standards established by the self-regulatory organization, including the procedure for the creation and operation of the control body of the self-regulatory organization and the procedure for familiarizing with the results of inspections of other members of the self-regulatory organization;
the procedure for applying sanctions and other measures against members of a self-regulatory organization, their officials and (or) personnel;
requirements for the provision of information for inspections conducted at the initiative of a self-regulatory organization;
provisions on monitoring the implementation of sanctions and other measures applied to members of a self-regulatory organization, and the procedure for recording them;
other requirements provided for by regulatory legal acts of the federal executive body for the securities market.
Article 60. Orders of the federal executive body for the securities market to eliminate violations
The federal executive body for the securities market, in the event of violations of this Federal Law, the legislation of the Russian Federation on securities and regulatory legal acts of the federal executive body for the securities market by a joint-stock investment fund, management company, or specialized depository, sends to the violator a mandatory order to elimination of violations.
Article 61. Measures applied by the federal executive body for the securities market
1. In case of violation by a joint-stock investment fund, management company, specialized depository of this Federal Law, the legislation of the Russian Federation on securities, regulatory legal acts of the federal executive body for the securities market, failure to comply with the instructions of the federal executive body for the securities market, refusal provision of information, provision of incomplete or unreliable information, as well as false and misleading information, the federal executive body for the securities market has the right to demand from these persons the elimination of identified violations, and to collect a fine in the manner established by the legislation of the Russian Federation on administrative offenses.
2. In the event of failure to comply within the deadline established by the federal executive body for the securities market with orders to eliminate violations, as well as if these violations created a real threat to the interests of the owners of investment units, the federal executive body for the securities market has the right to suspend the issuance of investment units for up to six months.
Chapter XIV. Final provisions
Article 62. Entry into force of this Federal Law
This Federal Law comes into force on the date of its official publication.
Article 63. Protection of the interests of shareholders of joint-stock investment funds and owners of investment units
1. Until the entry into force of a federal law establishing the conditions and procedure for paying compensation to citizens for damage caused to them as a result of non-fulfillment or improper fulfillment by joint-stock investment funds, management companies, specialized depositories, as well as persons maintaining registers of owners of investment shares entrusted to them by law or contract of obligations, the procedure established by this article for the protection of property rights of citizens is applied.
2. Losses in terms of actual damage caused to citizens - shareholders of joint-stock investment funds, citizens - owners of investment shares, are compensated from the federal compensation fund (hereinafter referred to as the compensation fund), the creation of which is provided for by the legislation of the Russian Federation on the protection of the rights and legitimate interests of investors in securities market.
Compensations are paid to citizens to whom property damage was caused by joint-stock investment funds, management companies, specialized depositories of joint-stock investment funds and mutual investment funds, persons maintaining registers of owners of investment shares, having appropriate licenses (hereinafter referred to as debtors), as a result of non-fulfillment or improper performance by them duties assigned to them, if the debtor’s license has been revoked and there is no property sufficient to compensate for actual damage, in the cases provided for in paragraph 3 of this article.
3. Compensation is paid in the following cases:
if citizens cannot receive compensation under executive documents due to the impossibility of establishing the address of the debtor, the location of the debtor’s property, or obtaining information about the availability of funds and other valuables belonging to him, located in accounts and deposits or stored in banks or other credit organizations, or due to the debtor’s lack of property or income that can be levied, if all the measures permitted by law to find his property or income taken by the bailiff were unsuccessful;
if the debtor has not promptly complied with the order of the federal executive body for the securities market to compensate for damage caused to citizens in connection with a violation of the procedure for determining the estimated value of investment shares;
if the damage was caused by the actions of the debtor’s employees, which contain signs of a criminal offense;
in other cases provided for by regulatory legal acts of the Government of the Russian Federation.
4. The sources of funds of the compensation fund spent on the payment of compensation in accordance with paragraph 2 of this article are determined by the charter of the compensation fund in accordance with the legislation of the Russian Federation.
5. Before paying compensation, the compensation fund is obliged to publish a notice about the payment of compensation, about the procedure for submitting claims to the compensation fund by citizens who have the right to receive compensation, and the deadline for submitting such claims, which cannot be less than two months from the date of publication of such a notice.
The maximum amount and procedure for payment of compensation are established by the Government of the Russian Federation.
6. The compensation fund acquires the right to claim the citizen who received compensation against the debtor in full.
The compensation fund has the right to represent and protect the property interests of citizens who apply to the fund in court and during enforcement proceedings, to bring claims to protect the rights and legitimate interests of an indefinite number of investors - individuals.
The compensation fund is obliged to notify the federal executive body for the securities market about each case of debtors committing offenses against citizen investors.
The compensation fund has the right to petition the federal executive body for the securities market to suspend the validity of licenses issued to specified persons, take measures to cancel such licenses, or make decisions to suspend the issuance, redemption and exchange of investment shares.
Article 64. Transitional provisions
1. Within three years from the date of entry into force of this Federal Law, joint stock companies that on January 1, 1997 had a license to operate as investment funds, specialized privatization investment funds that accumulate privatization checks of citizens, including those that had on the day of entry into by virtue of this Federal Law, a license to carry out the activities of investment funds, has the right, by decision of the general meeting of shareholders, to create mutual investment funds from its property. In this case, the decision of general meetings of shareholders must determine the conditions for the creation of mutual investment funds and the procedure for the acquisition of investment shares of these mutual investment funds by shareholders. At the same time, all shareholders must be provided with the opportunity to purchase investment shares of all mutual investment funds created from the property of this joint-stock company, in proportion to the number of shares they own.
Payment for investment shares of mutual investment funds created from the property of these joint-stock companies is possible in cash and other property of these joint-stock companies, provided for in the investment declaration of the corresponding mutual investment fund.
For the purpose of creating a mutual investment fund, the management company of the joint-stock investment fund, from the property of which it is created, has the right to acquire, as part of the property of the joint-stock investment fund, for the period prescribed by the federal executive body for the securities market, investment shares of this mutual investment fund issued by it.
Additional requirements to the procedure for creating mutual investment funds established by this Federal Law from the property of joint-stock companies are established by regulatory legal acts of the federal executive body for the securities market.
2. Management companies and specialized depositories of mutual investment funds created before the entry into force of this Federal Law must bring their constituent and other documents into compliance with this Federal Law within one year from the date of entry into force of this Federal Law.
Joint stock companies that have a license to operate investment funds at the time of entry into force of this Federal Law must bring their activities into compliance with this Federal Law within one year from the date of entry into force of this Federal Law. This requirement does not apply to joint stock companies whose decisions at general meetings of shareholders provide for the creation of mutual investment funds from their property and the termination of the activities of investment funds by them.
3. From the date of entry into force of this Federal Law, other federal laws and regulatory legal acts of the Russian Federation, as well as standard rules of mutual investment funds approved by the federal executive body for the securities market, are in force to the extent that they do not contradict this Federal Law.
4. To propose to the President of the Russian Federation and instruct the Government of the Russian Federation to bring its regulatory legal acts into compliance with this Federal Law.
The president
Russian Federation
V. Putin
An organization called an investment fund operates through investment schemes in which the assets of small investors are pooled into a single fund. The fund is managed by a special organization – a management company. The functions and responsibilities of these structures are specified in Federal Law No. 156 “On Investment Funds”.
General information
Law No. 156 was adopted in October 2001 (11.10). Its approval took place on November 29, 2001. In December 2017, the law was amended and republished. Its essence can be conveyed by the following theses:
- Key principles of Federal Law No. 156;
- Definition of the term AIF as an open joint-stock company engaged in investing assets in securities, etc.;
- Disclosure of the concept of “registered securities” or “mutual investment fund”;
- Stages of issuance, sale and exchange transactions with shares;
- Liquidation of registered securities;
- List of conditions for AIFs and mutual funds;
- Procedures for assessing and calculating the real value of stock property;
- Management company in the context of its activities: main aspects;
- Methods of control over stock property;
- The procedure for conducting the register and audit;
- Motives for disclosing information about the activities of the AIF and the company managing the shares;
- Rights and competencies of the Bank of Russia.
Ch. II describes in detail the activities of the AIF:
- What is a joint stock investment fund?
- List of requirements for AIF;
- Regulations for the placement of shares and their subsequent redemption;
- Legal composition of the AIF regime and declaration;
- Procedure for the general meeting of shareholders;
- Functions of the supervisory board;
- Reformation and termination of the foundation's activities.
The functions of a mutual investment fund (unit investment fund) as a property complex under the trust administration of the company involved in its management are presented in Chapter. III:
- Composition and time frame of the trust management agreement;
- Transfer and regulations for the inclusion of assets included in the mutual fund;
- Organization of mutual funds, attraction of investments;
- Determining the scope of responsibility for the management company;
- Regulations for the general meeting of shareholders;
- Trust management as a provision for registration by the Bank of Russia;
- Control over updating of changes in trust management regulations.
In chapter number IX the principles of control over invested property are described. Rules for its storage, as well as accounting, have been drawn up. In ch. X information is provided on how unit owners are required to maintain a register. The audit procedure and transfer of information, responsibility for those involved in the process are indicated. Details of documentation are mentioned.
The powers of the Central Bank of the Russian Federation are recorded in detail in Chapter. XIII. Among others, the following points can be highlighted:
- Revocation of a license from an AIF, depositary or management company;
- Termination of the activities of the AIF in connection with the above paragraph 1;
- Imposing a ban on various types of operations being carried out by a joint-stock investment fund;
- The procedure for forming the temporary administration, the range of its responsibilities;
- A set of measures that the Central Bank can take in relation to AIF.
Latest changes made to Federal Law 156
The amended version of the law was made public at the end of 2017, 12/31. The document comes into force in February 2018 (February 1). The main motive for publishing changes is correction clause 8.1 in article number 40. Options for limiting transactions are indicated if the Russian Federation is the shareholder or shareholder. Specifically, this refers to the federal government, whose responsibilities include legal and political regulation in a wide variety of industries and areas of economic activity. An important condition is that transactions carried out on the basis of trust management are subject to restrictions.
Other restriction measures given in Art. 40 Federal Law 156
What is prohibited for the management company?
- Buy shares and registered securities of funds under its own administration, if this contradicts this Federal Law;
- Manipulate assets or property values of funds if there is no consent of the securities market participant conducting depository activities. Such transactions are permitted if the trading is organized by a domestic or foreign exchange;
- Operate with securities that are in the account where export proceeds are received. Manipulations with property units are also prohibited unless approved by a specialized depository;
- Dispose of fund property for personal gain or to perform their functions or the duties of third parties. Such operations are not prohibited if the stock property was transferred to clearing organizations;
- Collect interest for the operation of finances that were allocated as compensation for owners of registered securities.
Types of transactions that a management company cannot conduct:
- Purchase of objects that are not provided for by this law, the Bank of Russia or funds;
- Free transfer of stock property;
- Transfer of property not included in stock assets. The restriction does not apply to transactions at auctions that are conducted on a clearing basis;
- Transactions with collateral;
- Transactions with loan agreements, transactions for the purchase of securities with envisaged resale after a certain period. Exceptions are allowed if there is an insufficient amount of finance in the fund or funds are received for the purpose of exchanging or redeeming securities;
- Purchase of assets held in trust management of the company, unless the contrary is provided for in this article of the Federal Law;
- Transactions with securities that were issued by interested parties. The latter include fund registrars, audit organizations, persons conducting depository activities, etc.;
- Transactions for the purchase of company assets made by interested parties;
- Purchase of investment shares issued by the company itself or the fund whose assets it manages;
- Purchasing assets from a depository, auditors or appraisers, purchasing property from funds managed by the company. Alienation transactions are subject to the same conditions.
Also in part five of Art. 40 (items 1 – 9) a list of conditions is determined under which the imposition of restrictions does not apply.
Download the text of the law on investment funds
Federal Law No. 156-FZ of November 29, 2001 “On Investment Funds” has 14 chapters and 64 articles in its structure. This is an impressive text, a detailed study of which may require not only a lot of time, but also sufficient concentration. We recommend downloading the full updated version of the document here.
At the legislative level, the activity of collective investments and its organization are regulated by the Federal Law on Investment Funds, which contains 14 chapters and 64 articles. Dating from November 29, 2001, the law has undergone numerous amendments, the most recent of which were those introduced on January 1, 2017. Let's look at what this law is and how it regulates collective investment relations.
Any collective investment represents a certain business scheme in which a small investor, ready to allocate his capital to the production of a certain fund, receives an increase in capital in the future from interaction with such a society. Investment in collective form meets several postulates:
- the property is formed through the circulation of issue-grade securities or by concluding a transaction with the main manager of the fund;
- The fund's activities are based on investing the money raised in securities or other property;
- The main income of collective investments is generated from the profitability of the organization, which grows from interest on sales and transactions in relation to property.
General concept of forms of investment funds
Federal Law No. 156-FZ contains the concept and purpose of investment funds. Among them, the AIF (joint-stock investment fund) stands out, which is given Chapter II. The activities of a mutual fund (mutual investment fund) as the second form of public investment are regulated by Chapter III. The law applies only to investment funds, which in an economic sense are defined as a mechanism for interaction between individuals and professional managers. For private investors this has its own priorities:
- Professional money management leads to freeing up your time and simplifying your knowledge in the field of the stock market;
- Costs are significantly reduced, since with large-scale management of small investments as a single whole, it is possible to achieve a larger result;
- The Russian Federation regulates the activities of investment funds at the legislative level, and this may mean that each investor leaves his savings in the reliable hands of professionals.
So, an investment attraction fund is the total capital located in an organization through the shared ownership of those who are ready to become shareholders of the company and give up their funds to receive financial benefits. An investment fund can be represented as an object of law, that is, it has the property of alienation and transfer to another manager, therefore it includes a complex of property rights.
Since Law No. 156 regulates only the scope of activity of two forms of public investment, other types of funds are removed from legal relations: investment banking organizations, credit unions, non-budgetary Pension Funds, OFBU and other funds.
Joint-stock investment fund
According to Art. 2 of this Federal Law, an AIF is defined as a corporate investment company formed on the basis of the activities of an OJSC. This type of collective investment support is most common in the practice of the world economy. The shareholders of this community conduct an investment policy, being managers of the organization, and the organization’s income comes from dividends received from the sale of documents and property.
The cash capital of the AOOT is constantly growing, as shares are issued and sold to new buyers. If a corporate investment fund operates closed, the buyer of shares will be forced to purchase shares of the organization from the previous owners.
As indicated by Federal Law 156 on investment funds, a joint-stock investment fund can be created in the open form of a joint-stock company. A joint stock company in the form of an investment community should not carry out other activities related to generating income other than the sale of investments through property. It turns out that renting, for example, office space in the AIF building, as well as cases of distributing specialized literature, will be considered a violation of activity.
The formation of a joint-stock collective investment company can only be carried out on the basis of a license agreement, which has no validity period. In order for a new AIF to undergo licensing, it must comply with the requirements of Federal Law No. 156 in terms of:
- organizational form of activity;
- the amount of funds sold;
- existence of a charter;
- signing declarations;
- compliance with the conditions for obtaining the position of manager.
Conditions for the formation of a joint stock investment fund
Based on Art. 3 of the Federal Law on IFs, it is possible to analyze the conditions related to the formation of AIFs, which must be strictly observed. So, a legal entity in the form of an AOOT, first of all, is required to have an authorized capital. It determines the minimum property that will reliably protect the interests of creditors. The formation of the authorized capital is based on the investment accounts of shareholders who are willing to exchange them for shares. As regulated by the legislation on joint stock companies, its minimum statutory unit is 100,000 rubles. At the same time, for an OJSC as a public organization, the capital indicator is very important, since this indicates the ability to attract an unlimited number of investors.
Anyone who was able to acquire a share can become a shareholder of a public community. The only obstacle to joining the ranks of shareholders may be a limitation on the total number of shares owned by one person.
The property of the company for attracting open investments is divided into two categories:
- values that are transferred to the trust management of the company are called investment reserves;
- values that make it possible to provide leadership to governed and other bodies of society.
Shares are a registered document that AOOT can place through public subscription among an unlimited number of investors. An exception may be qualified investors who do not have the right to acquire a part in the authorized capital in this way. The list of such persons is open; it can be supplemented on the basis of the Federal Law on the securities market. A member of the company, when purchasing documents of this investment fund, is obliged to pay their full cost, otherwise is not allowed.
Termination of AIF activities
There are two ways to terminate an open-end investment fund: reorganization and liquidation. If an AIF is reorganized, it is necessary to notify the regulatory authorities of this within up to 5 working days and submit the necessary documents. In the future, the fund will need to decide on the issue of shares in the reorganized company. The decision to liquidate an AIF is made through a voluntary vote of shareholders. If the decision is positive, a liquidation commission is assembled, which represents the interests of society.
Mutual investment fund
A mutual fund is an organizational form of investment in which investors transfer their property to the management of professionals, then receive an increase in profit for further investment. What is the difference between mutual funds and AIFs?
The formation of a mutual investment company is carried out by a management company. The founders, when joining the ranks of the mutual fund, must accept all the conditions and join the investment company by exchanging capital for shares. The property of a mutual fund can consist of securities or money, as well as real estate, assets and other significant property.
Any holder of investment shares owns the company’s property in equal part and disposes of it by right of share, but division of the property or its partial sale in kind is impossible. It can be considered that a mutual fund is a closed company, since there is a prohibition provided for by Federal Law No. 156, which establishes restrictions on the transfer of funds or other property to other persons.
The fund is not considered a legal entity and allows founders to avoid double taxes, unlike shareholders who are forced to spend money. For the same reason, a mutual fund cannot be considered an organization in the legal sense, and shares must be purchased only from investment funds.
Property owned by mutual funds
The list of expected property directly depends on the type of investment fund. It happens:
- closed;
- open;
- interval.
In accordance with Article 13 of the Federal Law of November 29, 2001 on investment funds, an interval or open investment fund has the right to contain only money in its property. A closed-end fund has the opportunity to hold other property, for example, securities, shares in the authorized capital of an LLC, real estate.
Termination of activities of mutual funds
A mutual fund can stop its activities to attract collective investments by:
- implementation of all the values of the fund;
- satisfaction of creditors' claims;
- redistribution of all types of property between shareholders.
If a positive decision is made to terminate the activities of the foundation, property can only be disposed of if it is sold or distributed among the founders. The law prohibits the use of other means of disposal. If it is necessary to satisfy the demands of creditors, the property must be transferred within 2 months from the moment everyone became aware of the termination of the investment of the mutual fund.
The termination of the fund's activities is handled by a management company or a specialized depository. In some cases, a temporary administration can terminate the activities of a PAF, which acts in the event of cancellation of the license of previous authorized participants. The creation of a temporary administration is regulated by Art. 61.4 Federal Law No. 156-FZ, which indicates its powers.
In order to terminate the operation of a mutual fund, the appointed person must notify the supervisory authority of the decision agreed upon with all the founders within five working days. Next, the notice of termination of the mutual fund is disclosed, which contains additional information about the procedure for presenting claims of creditors, the reasons for termination and the time of decision-making, as well as the price of shares and the value of the share. Participants involved in terminating the functioning of a mutual fund must draw up a balance sheet of existing property and send the data to the supervisory authority.
It is important to note that the activities of an authorized person are carried out for a fee. The remuneration is determined by Art. 31 Federal Law No. 156, and its size is determined by the rules of the mutual fund.
The law, regulating the provisions on AIFs and mutual funds, notes certain requirements for participants in public investment funds, and also regulates the process of creating and terminating the activities of funds. Information about the direction and functioning of AIFs and mutual funds is maintained openly and corresponds to the will of the legislator expressed in the law.
Before being responsible for the activities of a management company, it is necessary to know the constituent and structural conditions of the assets, as well as the requirements for those applying for the position of manager.
An investment fund is a type of collective investment. Its definition is given in the Federal Law on investment funds.
Federal Law 156 on investment funds defines the regulatory framework on the basis of which investment funds operate.
Mutual fund - investment in the future
The law talks about investment funds in great detail.
Structurally, the document consists of fourteen chapters, the main ones for the investor are:
- joint stock investment fund;
- mutual investment fund;
- issuance, redemption and exchange of investment units;
- termination of a mutual fund;
- activities of the management company;
- control over the disposal of property belonging to a joint-stock investment fund, and property constituting a mutual investment fund.
As can be seen from the content, the federal law on investment funds will help answer any question that arises. The most important sections are those that are directly related to the functioning of the funds. An investor should also study the chapter on the powers of the Bank of Russia, since this knowledge will make it possible to understand whether the Central Bank can help in a controversial situation with a mutual fund, if one arises.
The law considers two types of funds:
- joint stock investment fund;
- mutual investment fund.
It is important to remember that an investor has the right to exchange a share of one investment fund for another.
Advice! Since changes to legislation in the Russian Federation are made quite often, it is necessary to study the law in the latest version, which is best viewed on a specialized website with the current regulatory framework and immediately before making a decision to purchase a share.
Joint Stock Investment Fund
In accordance with the Federal Law, a joint-stock investment fund is a joint-stock company, the main purpose of which is investment activities related to the conversion of property into securities, as well as other objects permitted by the legislation of the Russian Federation. An important condition is the requirement to indicate the phrase “joint-stock investment fund” or “investment fund” in the name of the fund.
The Federal Law of the Russian Federation on investment funds describes in detail the requirements for:
- to the creation of funds;
- placement of shares in investment funds;
- to organize the repurchase of shares;
- contents of the investment declaration;
- organizing and holding a general meeting of shareholders;
- powers of the board of directors;
- reorganization and liquidation of the fund.
A joint stock investment fund has the right to place only ordinary registered shares.
Mutual investment fund
In accordance with Article 10, a mutual fund is a separate consolidated property complex under the trust management of a management company. The name of the fund must contain information on the basis of which the investor can understand the composition and structure of its assets. Mutual funds can be open-ended or interval funds and must consist of cash only.
There are two types of mutual funds:
- open (see);
- closed (see).
It is important to remember that a share of an open-end mutual fund can be sold or exchanged at any time, while a share of a closed-end fund is subject to exchange at strictly specified periods and intervals.
After reading the law, the investor will be able to find in it the following information about the requirements for mutual funds:
- terms of the mutual fund trust management agreement;
- validity period of the trust management agreement;
- type of property transferred to the mutual fund;
- composition of the investment share;
- features of funds intended for qualified investors;
- requirements for keeping records of separate property of a mutual fund;
- responsibility of the management company;
- features of mutual fund management;
- powers of the general meeting of shareholders;
- rules for registering mutual funds and making changes to management rules.
From the law, an investor can find out his rights arising as a result of investing financial assets.
Advice! Before deciding to contribute a share to an open or closed (interval) fund, be sure to read the legislation related to this financial instrument. This will save you from unexpected problems in the future.
Payment of funds upon an application for redemption of a share in accordance with the law must be made no later than ten days from the date of submission of the application for redemption. If the fund is interval, the period increases to one month.
Redemption of shares can only be carried out by specialized depositories and companies licensed to carry out this type of activity. It is important to check the availability of a license before purchasing a share, since its sale is usually carried out in the same organization as the purchase.
A specialized organization has the right to stop issuing shares only together with a ban on their purchase and sending a corresponding notification to the Central Bank of the Russian Federation. In this case, the investor receives the value of the share minus the costs of closing the fund, appraising its property, payments to the depository and the exchange, as well as other expenses.
Advice! It is necessary to monitor the fund's reports, since a significant deterioration in its financial position may lead to its closure and, most likely, loss of invested funds.
General requirements for investment funds and changes in legislation
Investment funds are managed by a management company. The sale of shares is possible through agents who can issue, exchange and redeem shares at the direction of their owners.
Investment funds may have in their assets:
- shares of Russian issuers;
- shares of foreign issuers;
- municipal bonds;
- investment units of other funds;
- mortgage bonds;
- Russian depositary receipts.
Advice! You can find out about the securities included in the share by reading the investment declaration, which is located on the fund’s website or in the office of the management company.
The investment fund must ensure an annual audit, information about the results of which must be publicly available.
The Federal Investment Fund is required by law to open a website on the Internet, the rights to the domain name of which must belong to the fund. The website should contain all information about the activities of the fund.
The legislative framework for investment funds is almost completely formed and makes it possible to resolve any controversial situation. In the Russian Federation today there are many by-laws that introduce clarifications and clarifications into the regulatory framework, but the main legislative act for mutual funds is the law on investment funds.
Advice! Make it a habit to review changes in legislation related to your financial investments. This will allow you to quickly make decisions if investment conditions worsen.
During its operation, changes to 156-FZ were not significant and all adjustments were mainly related to changes in financial legislation.
