Unofficial translation<\/p>\n
LAW OF THE REPUBLIC OF UZBEKISTAN<\/span><\/strong><\/p>\n AUGUST 25, 2015<\/span> y<\/span>.<\/span><\/strong><\/p>\n \u2116. LRU-392<\/span><\/strong><\/p>\n <\/p>\n On investment and mutual funds<\/span><\/span><\/strong><\/span><\/p>\n Adopted by the Legislative Chamber on June 29, 2015 <\/span> <\/p>\n CHAPTER 1. GENERAL PROVISIONS<\/span> <\/strong><\/p>\n Article 1. Purpose of this Law<\/span><\/strong><\/p>\n The purpose of this Law is to regulate relations in the field of investment and mutual funds.<\/span><\/p>\n Article 2. Legislation on investment and mutual funds<\/span><\/strong><\/p>\n The legislation on investment and mutual funds consists of this Law and other legislative acts.<\/span><\/p>\n If an international agreement of the Republic of Uzbekistan establishes rules other than those provided for by the legislation of the Republic of Uzbekistan on investment and mutual funds, then the rules of the international agreement are applied.<\/span><\/p>\n Article 3. Investment fund<\/span><\/strong><\/p>\n Legal entity \u2014 a joint-stock company issuing shares in order to attract investors’ funds and invest in investment assets, is an investment fund.<\/span><\/p>\n The investment fund operates <\/span>on the basis of<\/span> a license issued by an authorized state body for regulating the securities market.<\/span><\/p>\n An investment fund may be of the following type:<\/span><\/p>\n with<\/span> an obligation to repurchase shares issued by him;<\/span><\/p>\n without<\/span> obligation to repurchase shares issued by him.<\/span><\/p>\n The type of investment fund <\/span>is indicated<\/span> in the constituent documents of the fund.<\/span><\/p>\n Article<\/span> 4. <\/span>Mutual<\/span> fund<\/span><\/strong><\/p>\n A mutual fund is a combination of funds of two or more persons \u2014 investors, transferred by them to trust <\/span>for the purpose of<\/span> carrying out investment activities.<\/span><\/p>\n Mutual fund may be of the following type:<\/span><\/p>\n with<\/span> the obligation to redeem issued investment units to the trustee at the expense of the fund;<\/span><\/p>\n without<\/span> the obligation to repurchase issued investment units by the trustee at the expense of the fund.<\/span><\/p>\n The type of mutual fund <\/span>is indicated<\/span> in the mutual trust agreement.<\/span><\/p>\n A mutual fund is not a legal entity.<\/span><\/p>\n Article 5. Investment share<\/span><\/strong><\/p>\n An investment share is an uncertificated security confirming the share of its owners in a mutual fund.<\/span><\/p>\n Rights to an investment share <\/span>are confirmed<\/span> by an extract from the custody account of the holder of investment shares issued by the Central securities depository.<\/span><\/p>\n Article 6. Investment assets<\/span><\/strong><\/p>\n Investment assets are securities, shares, cash (including foreign currency), deposits and real estate that make up the investment portfolio of an investment or mutual fund.<\/span><\/p>\n Article 7. Name of investment and mutual funds<\/span><\/strong><\/p>\n The full name of the investment or mutual fund should contain the phrase \u201cinvestment fund\u201d or \u201cmutual fund\u201d, respectively, and cannot be similar to the name of other investment and mutual funds. At the same time, the name of the mutual fund must contain an indication of the investment object (stock, bond, commodity markets, high technology and others).<\/span><\/p>\n Investment and mutual funds may have an abbreviated name.<\/span><\/p>\n Legal entities that are not investment funds are not entitled to use the phrase \u201cinvestment fund\u201d in their name.<\/span><\/p>\n The investment fund must have a round seal containing its full name in the state language and an indication of its location. The press may simultaneously indicate its name in any other language.<\/span><\/p>\n An investment fund has the right to have stamps and letterhead with its name, its own emblem.<\/span><\/p>\n Article 8 Trustee manager<\/span><\/strong><\/p>\n A trustee manager is a legal entity that performs trustee management of investment funds and (or) mutual funds <\/span>on the basis of<\/span> a trustee management agreement.<\/span><\/p>\n A trustee manager is a participant of professional securities market. <\/span><\/p>\n The trustee manager must own at least 5% of the average annual value of the investment assets he \/ she owns (net of intangible assets).<\/span><\/p>\n Within the limits provided for by the trust agreement, the trustee manager, who has taken over the investment fund and (or) mutual fund, shall exercise the rights of the owner with respect to their (his).<\/span><\/p>\n The rights and obligations of the trustee <\/span>are determined<\/span> by law, the charter of the investment fund, the trust agreement and the position of the investment fund on the executive body.<\/span><\/p>\n The trustee is obliged to organize an internal audit service in the composition and procedure determined by its charter.<\/span><\/p>\n The trustee shall not have the right to acquire shares of investment funds and investment units of unit trusts under his management.<\/span><\/p>\n The trustee shall be liable to the owners of shares of the investment fund and investment units of the mutual fund <\/span>in the amount of real<\/span> damage in case of violation of the legislation on investment and mutual funds.<\/span><\/p>\n In accordance with the trustee management agreement, a fee is paid to the trustee at the expense of the investment fund and (or) mutual fund. The total amount and features of the payment of remuneration <\/span>are determined<\/span> by this agreement.<\/span><\/p>\n Article 9 Contract on trustee management <\/span><\/strong><\/p>\n A trustee management agreement is an agreement concluded between a trustee and an investment fund or between a trustee and investors of a mutual fund, providing for restrictions on trustee management, the procedure for remuneration and expenses, the grounds and conditions for termination of the agreement, the liability of the parties and other provisions in accordance with the law. <\/span><\/p>\n A mutual fund trust agreement is an accession agreement.<\/span><\/p>\n Trustee management <\/span>is carried out<\/span> in accordance with the trustee management agreement, which is concluded by the head of the trustee manager:<\/span><\/p>\n with<\/span> the chairman of the supervisory board of the investment fund based on the decision of the general meeting of shareholders;<\/span><\/p>\n with<\/span> investors in a mutual fund by signing and joining it.<\/span><\/p>\n The conclusion of an agreement on trustee management of an investment fund at the same time with several trustees <\/span>is not allowed<\/span>.<\/span><\/p>\n The trust agreement must contain an investment declaration, which is an integral part of it and that sets forth the requirements for the composition of investment assets.<\/span><\/p>\n The term of the trustee management agreement for a mutual fund shall not exceed five years. If the owners of investment shares have not requested the redemption of all investment shares owned by them, by the decision of the general meeting of owners of investment shares, the term of the contract <\/span>may be extended<\/span> by one year.<\/span><\/p>\n Article 10. Investment declaration<\/span><\/strong><\/p>\n The investment declaration must contain:<\/span><\/p>\n the<\/span> purpose of the creation and implementation of the activities of an investment or mutual fund;<\/span><\/p>\n a<\/span> list of investment assets in which money and other funds of an investment or mutual fund are invested;<\/span><\/p>\n description<\/span> of investment risks;<\/span><\/p>\n information<\/span> on the composition of investment assets that the trustee is required to maintain (the ratio between securities of various types and issuers, as well as between securities, cash and other investment assets);<\/span><\/p>\n the<\/span> validity period of the provisions of the investment declaration, during which they are mandatory for compliance with the investment or mutual fund and the trustee;<\/span><\/p>\n provisions<\/span> on the competence of the general meeting of holders of investment shares of a mutual fund, the rights and obligations of each owner of an investment share, as well as the rights and obligations of the trustee of a mutual fund.<\/span><\/p>\n The investment declaration of the investment fund, including amendments and additions to it, <\/span>is approved<\/span> by the decision of the general meeting of shareholders of the investment fund.<\/span><\/p>\n An investment declaration, including amendments and additions to it, <\/span>shall be submitted<\/span> to the authorized state body for regulation of the securities market within ten calendar days from the date of its approval.<\/span><\/p>\n The investment declaration of a mutual fund, including amendments and additions to it, <\/span>is approved<\/span> by the decision of investors (owners of investment shares) of the mutual fund.<\/span><\/p>\n CHAPTER 2. INVESTMENT FUND<\/span><\/strong><\/p>\n Article 11. Creation of an investment fund<\/span><\/strong><\/p>\n An investment fund <\/span>is created<\/span> by establishing a new legal entity or by reorganizing another investment fund. The creation of an investment fund by reorganization of another legal entity that is not an investment fund <\/span>is not allowed<\/span>.<\/span><\/p>\n The investment fund is a commercial organization and owns separate property, including property transferred to it in the authorized capital.<\/span><\/p>\n The founders (shareholders) of an investment fund may be legal entities and individuals.<\/span><\/p>\n State registration of the investment fund is carried out by the Ministry of Justice of the Republic of Uzbekistan<\/span>.<\/span><\/p>\n Payment for the value of shares of an investment fund upon its creation <\/span>is made<\/span> in cash, securities, shares, as well as real estate and other property, property rights. At the same time, at least 75 percent of its authorized capital <\/span>must be paid<\/span> in cash.<\/span><\/p>\n The placement of shares of an investment fund <\/span>is carried out<\/span> on the stock exchange, except for shares of the initial issue, placed by private subscription among its founders.<\/span><\/p>\n Article 12. Management bodies of the investment fund<\/span><\/strong><\/p>\n The management bodies of the investment fund are the general meeting of shareholders and the supervisory board, as well as the executive body, the powers of which <\/span>are carried out<\/span> by the trustee.<\/span><\/p>\n Article 13. Restrictions on the activities of an investment fund<\/span><\/strong><\/p>\n An investment fund may not:<\/span><\/p>\n carry<\/span> out activities without obtaining a license;<\/span><\/p>\n issue<\/span> corporate and infrastructure bonds, as well as preferred shares;<\/span><\/p>\n invest<\/span> more than 10 percent of the net assets of the investment fund in securities of one issuer or in the shares of a limited liability company;<\/span><\/p>\n attract<\/span> credit and (or) borrowed funds if the total amount of debt to be repaid exceeds 15 percent of the value of the net assets of the investment fund as of the date of signing the loan and (or) loan agreement (the term of the loan and (or) loan may not exceed three months);<\/span><\/p>\n be<\/span> a guarantor, mortgage property or property rights;<\/span><\/p>\n
\nApproved by the Senate on August 6, 2015<\/span><\/span><\/p>\n