Regulation on the Procedure for Termination of a Corporate Investment Fund

NATIONAL COMMISSION FOR SECURITIES AND STOCK MARKET DECISION Kyiv On approval of the Regulation on the procedure for termination of a corporate investment fund In accordance with paragraph 1 of part one of Article 7, Article 30 of the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets", Articles 39, 40 and part four of Article 56 of the Law of Ukraine "On Collective Investment Institutions", and with the aim of improving legislation regarding collective investment activities, The National Commission for Securities and Stock Market D E C I D E D:

1. Approve the Regulation on the procedure for termination of a corporate investment fund, attached hereto.

2. Declare invalid the decision of the National Commission for Securities and Stock Market dated November 19, 2013 No. 2606 "On approval of the Regulation on the procedure for termination of a corporate investment fund", registered in the Ministry of Justice of Ukraine on December 17, 2013 under No. 2133/24665 (with amendments).

3. The Department of Methodology shall ensure submission of this decision for state registration to the Ministry of Justice of Ukraine.

4. The Administration of Administrative Activities shall ensure publication of this decision on the official website of the National Commission for Securities and Stock Market.

5. The Department of Legal Development, after state registration of the decision by the Ministry of Justice of Ukraine, shall ensure publication of this decision on the official website of the National Commission for Securities and Stock Market.

6. This decision enters into force on the day following the day of its official publication.

7. Control over the execution of this decision shall be entrusted to a member of the National Commission for Securities and Stock Market A. Il'in.
   Chairman of the Commission Oleksiy SEMENYUK
   Protocol of the Commission meeting dated 06.05.2026 No. 19

APPROVED
Decision of the National Commission for
Securities and Stock Market
______________No.
Regulation on the procedure for termination of a corporate investment fund
I. General Provisions

1. This Regulation establishes the procedure for termination of a corporate investment fund (hereinafter – the Fund), the sequence of actions and organizational measures that must be carried out for: adoption of a decision on liquidation of the Fund, preparation and conduct of such liquidation, including settlement with participants of the Fund, cancellation of registration of the Fund's share issue, prospectus for issuance of the Fund's shares, and termination of the validity of the certificate of registration of the Fund's share issue, exclusion of information about the Fund from the State Register of Issues of Securities (hereinafter – the Securities Register) and the Unified State Register of Collective Investment Institutions (hereinafter – the Register), as well as consideration by the NSCSCM of applications and documents provided for by this Regulation regarding termination of the Fund.
2. The following terms are used in this Regulation in the following meanings:
   applicant – the head of the liquidation commission of the Fund, who addresses the NSCSCM with an application for cancellation of registration of the Fund's share issue, prospectus for issuance of the Fund's shares, and termination of the validity of the certificate of registration of the Fund's share issue, and with an application for exclusion of information about the Fund from the Register; liquidation commission of the Fund (hereinafter – the liquidation commission) – a collegial body created during termination of the Fund by liquidation, which carries out its activities in accordance with the requirements of the Civil Code of Ukraine, the Law of Ukraine "On Collective Investment Institutions" (hereinafter – the Law), this Regulation, and the regulation on the liquidation commission; liquidation of the Fund – actions aimed at terminating the activities of the Fund, carried out in the order provided for by the Law, in compliance with the requirements of the Civil Code of Ukraine and this Regulation; authorized person of the NSCSCM – an official of the NSCSCM defined by the NSCSCM in accordance with the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets", who will exercise powers to consider applications and documents and make decisions provided for by this Regulation;

The term "custodian of the Fund's assets" is used in the meaning provided in the Regulation on the activities of depository institutions regarding storage of assets of institutional investors, approved by decision of the National Commission for Securities and Stock Market dated June 20, 2013 No. 1106, registered in the Ministry of Justice of Ukraine on July 17, 2013 under No. 1199/23731. Other terms are used in this Regulation in accordance with the Law and relevant legislation.
3. The Fund is terminated exclusively by liquidation in the order provided for by the Law, in compliance with the requirements of the Civil Code of Ukraine and this Regulation.
4. A decision on liquidation of the Fund must be adopted mandatorily on the grounds provided for in part two of Article 39 of the Law.
5. In the event that the general meeting of participants of the Fund fails to adopt a decision on liquidation of the Fund on grounds provided for in part two of Article 39 of the Law, as well as in the event of non-compliance by the supervisory board with the requirements of paragraph 10 of this Regulation, liquidation of the Fund shall be carried out on the basis of a court decision upon a claim by the NSCSCM or another authorized state body.
6. From the day of adoption of a decision on liquidation of the Fund or adoption by the court of a decision on liquidation of the Fund, placement and circulation of shares of such Fund are prohibited, and remuneration of the asset management company managing the Fund's assets (hereinafter – AMC) is not accrued.
7. Settlements with participants of the Fund upon its liquidation are carried out in accordance with Section III of this Regulation.
Settlements with participants of the Fund, including depositing funds for the benefit of participants of the Fund who did not submit applications for redemption of their shares owned by them or who submitted such applications and did not apply for settlement, must be carried out no later than one calendar year from the day of adoption of the decision on its liquidation.
8. The Fund is considered liquidated as a collective investment institution (hereinafter – CII) from the day of exclusion of information about the Fund from the Register.
II. Adoption of a Decision on Liquidation of the Fund

9. A decision on liquidation of the Fund is adopted by the general meeting of participants (sole participant) of the Fund. Liquidation of a term fund before the expiration of the term established by its regulations, except in cases of mandatory adoption of a decision on liquidation of the Fund, is permitted subject to the consent of all its participants.
10. In the event that within one month from the day of expiration of the term provided for in the charter and regulations of a term fund, the general meeting of participants of the Fund has not adopted a decision on its liquidation, liquidation of such Fund shall be carried out by decision of the supervisory board.
11. A decision on liquidation of the Fund must contain information on:
    1) liquidation of the Fund and grounds for adoption of such decision;
    2) suspension of placement and circulation of shares of the Fund, except for operations related to redemption of shares of the Fund, and transactions regarding inheritance and succession of shares of the Fund;
    3) approval of the regulation on the liquidation commission, which must define:
    duties and powers of the liquidation commission; powers of the head and members of the liquidation commission; procedure for holding meetings of the liquidation commission and adoption of decisions by it; sources of financing activities of the liquidation commission; procedure for making changes to the composition of the liquidation commission.
    4) election of the composition of the liquidation commission (with determination of composition, representatives, and distribution of powers).
    The composition of the liquidation commission is formed from representatives of the AMC and custodian of the Fund's assets, except in cases of liquidation of the Fund on grounds provided for in paragraphs 4–6 of part two of Article 39 of the Law, or when a contract with the custodian for servicing the Fund's assets was not concluded. The liquidation commission must consist of at least three persons. In the event of changes to the composition of the liquidation commission, the corresponding decision is оформляється (formalized) taking into account the requirements established by paragraph 12 of this Regulation, and mandatory compliance with the requirements regarding representation and quantitative composition provided for in this sub-paragraph.
    5) method of settlement with participants of the Fund, including carrying out such settlements with assets other than funds, taking into account the requirements established by Article 40 of the Law;

6) approval of the report on the financial state and certificate on the value of net assets of the Fund, prepared and calculated as of the end of the working day preceding the day of adoption of the decision on liquidation of the Fund.
12. A decision on liquidation of the Fund is adopted in compliance with the requirements of the Law regarding convening the general meeting / meeting of the supervisory board, their conduct, and:
1) in the event of its adoption by the general meeting of participants of the Fund, it is formalized by a protocol, which must be stitched, numbered, signed by the head and secretary of the general meeting, and certified by the signature of the head of the supervisory board of the Fund;
2) in the event of its adoption by the sole participant of the Fund, it is formalized in writing (by decision, order, etc.) and certified by the seal of the Fund or notarized if the sole participant of the fund is an individual;
3) in the event of its adoption by the supervisory board, it is formalized by a protocol of the meeting of the supervisory board, which must be stitched, numbered, signed by the chairperson of the meeting and certified by the signature of the head of the supervisory board of the Fund.
III. Conduct of Liquidation of the Fund
13. On the day of adoption of a decision on liquidation of the Fund, the liquidation commission notifies in writing of the adopted decision:
1) AMC of the Fund, except in cases of liquidation of the Fund on grounds provided for in paragraphs 4–5 of part two of Article 39 of the Law;
2) custodian of the Fund's assets (if available);
3) depository institution in which securities accounts are opened;
4) Central Depository of Securities (hereinafter – Central Depository) in the order established by the Regulation on conducting depository activities, approved by decision of the National Commission for Securities and Stock Market dated April 23, 2013 No. 735, registered in the Ministry of Justice of Ukraine on June 27, 2013 under No. 1084/23616;

5) auditor (auditing firm);
6) property appraiser of the Fund (in case of conclusion of a contract for provision of services for valuation of real estate of the CII);
7) investment firm(s) carrying out placement and/or redemption of shares of the Fund;
8) operator of the organized capital market, in the event that shares of the Fund are admitted to trading on the organized capital market;
9) NSCSCM. The notification must include:
information regarding the URL address where the report on the financial state of the Fund, prepared as of the end of the working day preceding the day of adoption of the decision on liquidation of the Fund, approved on the date of adoption of the decision on liquidation of the Fund, certified by the signature of the head of the liquidation commission, is available for viewing on the website of the Center for Collection of Financial Reporting; copy of the certificate on the value of net assets of the Fund, calculated as of the end of the working day preceding the day of adoption of the decision on liquidation of the Fund, approved on the date of adoption of the decision on liquidation of the Fund, certified by the signature of the head of the liquidation commission; The notification specified in this paragraph is signed by the head of the supervisory board, authorized person of the asset management company, and head of the liquidation commission.
14. From the next working day after the day of adoption of a decision on liquidation of the Fund, the liquidation commission takes measures to:
1) notify each debtor of the Fund about liquidation of the Fund and collection of their receivables owed to the Fund in the order established by legislation;
2) ensure inclusion of changes to the securities account questionnaire, questionnaire of the manager of the securities account, related to adoption of the decision on liquidation of the Fund, in the order provided for by the Regulation on conducting depository activities, approved by decision of the National Commission for Securities and Stock Market dated April 23, 2013 No. 735, registered in the Ministry of Justice of Ukraine on June 27, 2013 under No. 1084/23616, and internal documents of the Central Depository, depository institution(s) in which securities accounts are opened, within the terms established by the respective contract.

15. Within 5 working days from the day of adoption of a decision on liquidation of the Fund, the liquidation commission:
    1) publishes information on liquidation of the Fund, procedure and terms for submission of claims by creditors to the Fund in the database of the person conducting activities on disclosure of regulated information on behalf of participants of capital markets and professional participants of organized commodity markets, as well as on the website of the AMC;
    2) develops and approves the Procedure for Conducting Settlements with Participants of the Fund (hereinafter – Procedure on Settlements), which is signed by the head and members of the liquidation commission.
16. Within 10 working days from the day of adoption of a decision on liquidation of the Fund, the liquidation commission sends to the NSCSCM the decision on liquidation of the Fund, formalized in accordance with the requirements of this Regulation.
17. Settlements upon liquidation of the Fund are carried out by the liquidation commission in accordance with the priority established by parts one and two of Article 40 of the Law, at the expense of funds available in the assets of the Fund as of the day of adoption of the decision on its liquidation, and/or funds received from realization of assets of the Fund, by means of:
    making payments to participants of the Fund who submitted applications for redemption of shares before the day of adoption of the decision on liquidation of the Fund (except for closed funds); making mandatory payments to the State Budget of Ukraine; satisfaction of claims of creditors, including AMC of the Fund, custodian of assets of the corporate fund / depository(ies) institution(s) in which account(s) in securities for accounting of securities forming part of the assets of the Fund are opened (if available), Central Depository, auditor (auditing firm), and property appraiser of the Fund; distribution of funds among participants of the Fund proportionally to the number of shares of the Fund owned by them.
18. Organization of conduct of settlements with participants of the Fund is carried out by the liquidation commission by notifying participants of the Fund about conduct of settlements with them in connection with liquidation of the Fund (hereinafter – notification on settlements), which within 5 working days from the day of approval of the Procedure on Settlements:

1) is published in the database of the person conducting activities on disclosure of regulated information on behalf of participants of capital markets and/or professional organized commodity markets, as well as on the website of the AMC – in the event of public placement of shares of the Fund;
2) is sent (provided) to each participant of the Fund personally on the basis of the list of participants of the Fund received from the Central Depository – in the event of private placement of shares of the Fund. If the number of participants of such Fund exceeds one hundred persons, the notification on settlements is also published on the closed part of the AMC's own website providing access to it for each participant of the Fund.
The notification on settlements must contain:
full name of the Fund; date of adoption of the decision on liquidation of the Fund and ground (reason) for adoption of such decision; procedure and terms for acceptance of applications from participants of the Fund for redemption of their shares owned by them, form of such applications; procedure, conditions, and terms for carrying out settlements with participants of the Fund; information regarding the possibility of carrying out settlements with participants of the Fund without realization (distribution) / redemption during the term of liquidation of the Fund of securities forming part of its assets and accounted for at zero value, and for which restrictions are established in the depository accounting system on the basis of a court decision or decision of an authorized state body or its official, or decision of the NSCSCM, adopted at the request of an authorized state body or its official, or in connection with the occurrence of terms and deadlines for redemption of debt securities established by the decision on issuance / prospectus of securities and non-performance by the issuer of debt securities of its obligations (non-payment of income on securities, non-redemption of securities, including non-payment of part or full nominal value of securities) or presence of the issuer in the process of liquidation, the term of which exceeds the term of liquidation of the Fund (in the event of their presence in the assets of the Fund) – subject to written consent of all participants of the Fund regarding conduct of such settlements, as well as information on the procedure and terms for obtaining written consent of participants of the Fund regarding conduct of such settlements; terms and procedure for depositing funds belonging to payment to participants of the Fund but not received by them; location, contact details of the liquidation commission, at which settlements with participants of the Fund will be carried out; information on conditions for changing terms for carrying out settlements with participants of the Fund and procedure for notifying participants of the Fund about such changes;

information on possibility (impossibility) of conversion of shares of the Fund into securities of another CII in accordance with the requirements of the Regulation on the procedure for conversion of securities of a collective investment institution, approved by decision of the National Commission for Securities and Stock Market dated October 01, 2013 No. 2073, registered in the Ministry of Justice of Ukraine on October 22, 2013 under No. 1796/24328 (with amendments). In the event that the Procedure on Settlements provides for the possibility of carrying out settlements with participants of the Fund with assets other than funds, the notification on settlements must additionally contain:
information that each participant of the Fund will receive an equal share of the value of net assets of the Fund attributable to one share in circulation as of the date of adoption of the decision on liquidation of the Fund; information that distribution of assets other than funds of the Fund among its participants is carried out proportionally to the number of shares owned by them; information on place, date, and time of conclusion of a contract on distribution of such assets of the Fund between the liquidation commission and all participants of the Fund; warning that the contract on distribution of assets other than funds of the Fund must be signed by all participants of the Fund. If such contract is not signed by at least one participant of the Fund, settlements for shares of the Fund will be carried out exclusively with funds; warning regarding prohibition of redistribution of assets other than funds of the Fund after conclusion of the contract on distribution of such assets of the Fund; warning that in the event of carrying out settlements with participants of the Fund for their shares owned by them with assets other than funds of the Fund, expenses related to transfer of ownership rights to assets are carried out at the expense of buyers of such assets.
19. For carrying out settlements with participants of the Fund, the liquidation commission:
1) accepts and processes applications for redemption of shares of the Fund from participants of the Fund;
2) ensures realization of assets of the Fund, if the decision on liquidation of the Fund does not provide for carrying out settlements with participants of the Fund with assets other than funds, or if such settlements are provided for, but the contract on distribution of assets other than funds of the Fund was not signed by at least one participant of the Fund. Securities located in the assets of the Fund and admitted to trading on a regulated market are realized exclusively on this regulated market during the trading session;

3) pays expenses for obligations of the Fund arising in the process of its liquidation;
4) in the event that the assets of the Fund include securities for which restrictions are established in the depository accounting system (except for restrictions established on the basis of a court decision or decision of an authorized state body or its official, or decision of the NSCSCM, adopted at the request of an authorized state body or its official, or in connection with the occurrence of terms and deadlines for redemption of debt securities established by the decision on issuance / prospectus of securities, and non-performance by the issuer of debt securities of its obligations (non-payment of income on securities, non-redemption of securities, including non-payment of part or full nominal value of securities) or presence of the issuer in the process of liquidation, the term of which exceeds the term of liquidation of the Fund), applies with a petition to the NSCSCM for consideration of the issue of adoption of an act of individual action regarding realization of such assets or carrying out settlements with participants of the Fund with assets other than funds of the Fund;
5) ensures conclusion of a contract on distribution of assets other than funds of the Fund (hereinafter – Contract) and signing of it by all participants of the Fund with indication in it of names of issuers, quantity, price, total value of securities, funds, property and non-property rights, other property belonging to each participant of the Fund – if the decision on liquidation of the Fund provides for carrying out settlements with participants of the Fund with assets other than funds of the Fund.
Redistribution of assets other than funds of the Fund during settlement with assets other than funds after conclusion of the Contract is prohibited.
In the event of carrying out settlements with a participant of the Fund with assets other than funds of the Fund, expenses related to transfer of ownership rights to assets are carried out at the expense of buyers of such assets. In such case, the liquidation commission within the terms defined by this Regulation must carry out all measures provided for by legislation to ensure transfer of ownership rights to assets to participants of the Fund. In the event of distribution of assets other than funds of the Fund, realization of such assets is not carried out.
6) prepares a report on the financial state and certificate on the value of net assets of the Fund as of the end of the working day preceding the day of commencement of settlements with participants of the Fund, taking into account expenses of the liquidation commission and other expenses that will be incurred in the process of liquidation of the Fund;

7) initiates convening a meeting of the supervisory board for approval of the report on the financial state and certificate on the value of net assets of the Fund, prepared as of the end of the working day preceding the day of commencement of settlements with participants of the Fund.
20. Settlements with participants of the Fund are carried out with funds or assets other than funds of the Fund in accordance with the Procedure on Settlements and begin from the day determined by the liquidation commission in the notification on settlements.
In the event of change of the date of commencement of settlements with participants of the Fund, the liquidation commission is obliged to notify them no later than 3 working days before the day of commencement of such settlements with participants of the Fund in the order defined in sub-paragraphs 1 and 2 of paragraph 18 of this Regulation. In the event that after expiration of the term for acceptance of applications for redemption of shares of the Fund from its participants not all participants submitted such applications, as well as if not all participants of the Fund who submitted applications for redemption of its shares applied for settlement within the terms specified in the notification on settlements, the liquidation commission ensures depositing of funds for the benefit of such participants of the Fund.
21. Settlements with participants of the Fund are carried out at the calculated value of one share of the Fund.
The calculated value of one share of the Fund as of the day of commencement of settlements with participants of the Fund is determined as the total value of net assets of the Fund divided by the total number of shares of the Fund owned by its participants as of the day of adoption of the decision on liquidation of the Fund.
22. After realization of assets of the Fund by the liquidation commission, funds received from realization are distributed in the priority established by part one of Article 40 of the Law.
Distribution of assets is carried out after full satisfaction of claims of the previous priority.
23. After removal in the depository accounting system of restrictions regarding securities forming part of the assets of the Fund, which were established on the basis of a court decision or decision of an authorized state body or its official, or decision of the NSCSCM, adopted at the request of an authorized state body or its official, or in connection with the occurrence of terms and deadlines for redemption of debt securities established by the decision on issuance / prospectus of securities, and

non-performance by the issuer of debt securities of its obligations (non-payment of income on securities, non-redemption of securities, including non-payment of part or full nominal value of securities) or presence of the issuer in the process of liquidation, the term of which exceeds the term of liquidation

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