Law on Investment Management Companies

Transcription

1 (Unofficial translation) Published in the newspaper Latvijas Vēstnesis1 No. 342/346 on 30 December 1997, taking effect on 1 July As amended by: Law of (L.V., 20 June, No. 230/232; Ziņotājs, 2000, No.13) Law of (L.V., 13 November, No.165; Ziņotājs, 2002, No. 23) Law of (L.V., 6 April, No. 54; Ziņotājs, 2004, No. 9) Law of (L.V., 27 March, No. 51; Ziņotājs 2007, No.9) Law of (L.V., 18 June, No. 94) Law of (L.V., 9 July, No. 104; Ziņotājs 2008, No.14) Law of (L.V., 7 November. No. 174; Ziņotājs 2008, No.15) Law of (L.V., 31 March, No. 51/52) Law of (L.V., 2 November, No. 173) Law of (L.V., 24 July, No. 142) Law of (L.V., 2 October, No. 192) The Saeima2 has adopted and the President has proclaimed the following Law: Law on Investment Management Companies (The title of the law in the wording of the law of 18 March 2004 taking effect on 1May 2004) Chapter I General Provisions Article 1 Terms Used in this Law The following terms are used in this Law: 1) fund investor a person who owns an investment certificate of an investment fund; 2) fund property assets, the aggregate of which forms an investment fund; 3) investment certificate a transferable security certifying participation of a fund investor in an investment fund or sub-fund and the rights arising from such participation; 4) investment fund (hereinafter also fund) aggregate of assets formed by investments made in return for investment certificates, as well as the assets acquired in transactions with fund property; 5) investment object transferable securities, money market instruments, deposits in banks and other financial instruments, which in accordance with the provisions of this Law an investment management company is entitled to acquire for the fund property; 6) company officials members of the board of directors of an investment company, investment fund managers, as well as other persons who are authorised to issue instructions in respect of the fund property or to act on behalf of this company; 7) interested parties of the company supervisory board members, officials, shareholders of an investment management company who own 10 and more percent of the voting shares of the company, as well as spouses, parents or children of all natural persons referred to in this Subparagraph; 8) risk reduction principle reduction of the financial losses risk by dividing the investment fund property into investment objects and observing transaction limits, as well as preserving the possibility to gain the largest expected income;

2 9) custodian bank a person who keeps the fund assets, performs registration thereof, transactions in fund assets and other duties prescribed by this Law and the custodian bank agreement; 10) interested parties of the custodian bank members of the supervisory board and board of directors, shareholders of a custodian bank who own 10 and more percent of the voting shares of the custodian bank, as well as spouses, parents or children of all natural persons referred to in this Subparagraph; 11) transferable securities equity securities (shares and other equity securities which certify participation in the issuer s capital), bonds and other debt securities, other negotiable securities whose alienation rights are not restricted and to which the rights to acquire the above mentioned transferable securities by means of subscription or exchange are attached; 12) money market instruments liquid debt obligations that may be accurately determined at any time and are normally dealt in on the money market; 13) financial instruments an agreement, which concurrently creates financial assets for one person, but financial liabilities or equity securities for another person; 14) financial derivative instruments financial instruments, the value of which changes depending on the fixed interest rate, price of securities, foreign exchange rate, price and rate index, credit rating or changes of similar variable value and under influence of which one or several financial risks, characteristic of the primary financial instrument underlying the financial derivative instrument, are transferred between the persons involved in the transaction. In order to acquire a financial derivative instrument, no initial investment is required or a small initial investment is required if compared with other agreements which in a similar manner depend on the changes of market conditions, moreover, settlements connected with the performance of the agreement take place in the future; 15) management services management of investment funds, managing the assets of statefunded pension schemes and of pension funds established by private pension funds; 16) home state of a management company the state of registration of an investment company (where the registered office of an investment company is located); 17) host state of a management company the state in the territory of which a management company has its branch or in the territory of which a management company provides management services; 18) control control of a person over a company if: a) this person exercises decisive influence based on a participation or group agreement pursuant to the regulatory enactments governing groups of companies; b) relationship analogous to that referred to in Subparagraph a) exists between a person and a company; 19) parent company company controlling another company; 20) subsidiary company controlled by another company; 21) close links situation in which two or more persons are linked: a) by participation a direct holding covering 20 percent and more of voting rights or voting capital or control over such amount of voting rights or voting capital, b) by control, c) with one and the same person by way of control. 22) sub-fund a segregated part of an investment fund property that is comprised of the investments made in return for investment certificates as well as items obtained in transactions with that property and on the basis of the rights to that property;

3 23) (deleted by the law of 9 July 2013); 24) Group of Ten countries that have entered into the General Arrangement to Borrow (GAB) with the International Monetary Fund; 25) qualifying holding a holding that is directly or indirectly acquired by a person or persons acting in concert in accordance with an agreement that represents 10 percent or more of the share capital or of the voting rights in a commercial company or that makes it possible to exercise a significant influence over the financial and the operational policy decisions of that commercial company; 26) critical situation analysis analysis done by an investment management company to establish and assess the potential effect of various extraordinary but potentially adverse events or changes in market conditions on the investment plan portfolio of the assets of a state-funded pension scheme; 27) management of a fund on a cross-border basis management service provided by the management company to an investment fund whose home state is not the home state of the management company; 28) member state a member state of the European Union or a country of the European Economic Area; 29) home state of the fund a country where the fund has been registered; 30) host state of the fund a country other than the home state of the fund in which the fund s investment certificates may be issued into public circulation; 31) branch a territorially or otherwise separate structural unit of the investment management company that has no legal personality and that provides management services for which the investment management company has been authorised by the supervisory authority of a member state; 32) merger of funds a set of legal measures as a result of which: a) a merging fund that is one or more funds or a sub-fund is merged with the receiving fund that is another existing fund or sub-fund. The merging fund transfers all its assets and liabilities to the receiving fund and is dissolved without going into liquidation. Investors of the merging fund in exchange for their investment certificates receive investment certificates in the receiving fund and a cash payment that does not exceed 10 percent of the net asset value of these investment certificates, b) a merging fund that is two or more funds or a sub-fund, on being dissolved without going into liquidation, transfers all its assets and liabilities to the receiving fund that is a newly constituted fund or sub-fund. Investors of the merging fund in exchange for their investment certificates receive investment certificates in the receiving fund and a cash payment that does not exceed 10 percent of the net asset value of these investment certificates, c) a merging fund that is one or more funds or a sub-fund continues to exist until the liabilities will have been discharged and it transfers all its assets to the receiving fund that is a sub-fund of the same fund, a newly constituted fund or another existing fund or a sub-fund of such fund; 33) cross-border merger of funds a merger of funds: a) at least two of which are registered in different member states, b) that are registered in the same member state and that are merged into a newly constituted fund that is registered in another member state; 34) domestic merger of funds a merger of two or more investment funds registered in Latvia;

4 35) durable medium an instrument that enables an investor to store information addressed personally to that investor in a way to ensure that this information is accessible and may be used unchanged during the period of time necessary to provide that information; 36) dealing between master feeder structures dealing between master-feeder structures that is made between two investment funds and as a result of which the feeder fund invests at least 85 percent of its assets in the master fund; 37) feeder fund an investment fund or a sub-fund thereof that has received a permission to engage in dealing between master feeder structures and that, disregarding investment limits in investment funds set out in this Law, is allowed to invest at least 85 percent of its assets in another investment fund or a sub-fund; 38) master fund an investment fund or a sub-fund thereof in which another investment fund makes an investment of at least 85 percent of its assets; 39) relevant person an official and an employee of the company as well as another natural person who is engaged in the provision of management services by the company and whose activity is controlled by the company or a natural person that is directly involved in the provision of a delegated service to a company providing management services; 40) client an investment fund, an alternative investment fund, an investment plan for assets of a state-funded pension scheme, a pension plan established by private pension funds that receive management services from the investment management company or a person that receives the investment services provided by the investment management company that are referred to in Paragraphs 2 and 3 of Article 5 hereof. (Amended by laws of 1 June 2000, 24 October 2002, 18 March 2004, 8 March 2007, 19 June 2008, 11 March 2010, 13 October 2011 taking effect on 16 November 2011 and of 9 July 2013) Article 2 Purpose of this Law The purpose of this Law is to specify the legal status of investment management companies and investment funds, rights, obligations and responsibilities thereof, establishing procedures and operating principles, define requirements for investment fund management and making investments as well as supervision of compliance with regulatory requirements. (Amended by the laws of 18 March 2004 taking effect 1 May 2004 and of 9 July 2013) Article 3 Activities Regulated by this Law (1) This Law regulates the procedures for public attraction of monetary assets in Latvia and for performance of their joint investment on behalf of the attractor. (2) Investment of monetary assets acquired in accordance with the procedures provided for in Paragraph 1 of this Article shall only be permitted in the investment objects specified by this Law. (3) The activity referred to in Paragraph 1 of this Article may only be performed by: 1) a company registered in Latvia which in accordance with the procedures prescribed by this Law has obtained a licence for providing management services; 2) an investment management company licensed in a member state in accordance with the procedure prescribed by Article 77 of this Law. (As amended by laws of 1 June 2000, 18 March 2004 and 13 October 2011 taking effect on 16 November 2011) Chapter II

5 Investment Management Company (Chapter in the wording of the law of 18March 2004 taking effect on 1 May 2004) Article 4 Launching an Investment Management Company (1) In Latvia an investment management company shall be established in the form of a joint stock company. An investment management company (hereinafter company) shall operate in accordance with this Law, the Commercial Law and other regulatory enactments and its articles of association. (11) A company shall be considered a participant of the financial and capital market in the meaning of the Law on the Financial and Capital Market Commission and shall be subject to the requirements of the Law on the Financial and Capital Market Commission. (2) A company shall have registered shares only. (3) A company may launch management services only after the Financial and Capital Market Commission (hereinafter the Commission) in accordance with the procedures prescribed by this Law has issued a licence for providing management services (hereinafter licence). (4) A licence shall include the management services the company is entitled to provide in compliance with Article 5 of this Law. (5) The Commission shall issue a licence of unlimited duration. (6) The Commission shall ensure that the regulatory enactments governing the activities of the company and of the investment fund are available on its website. (As amended by the law of 13 October 2011 taking effect on 16 November 2011) Article 5 Types of Activity of a Company (1) The core activity of a company is managing investment funds and managing the assets of state-funded pension schemes. The activities of the company in respect of managing the assets of state-funded pension schemes are governed also by the Law on State Funded Pensions. Management of investment funds includes the following services: 1) managing the fund investments; 2) ensuring administrative management of the fund, which involves the following activities: a) handling the legal matters and accounting of the fund, b) providing information at the request of the fund investors or other clients of the company, c) determining the fund value and the price of investment certificates, d) monitoring compliance with the regulatory requirements governing the operation of the fund, e) distributing the fund income, f) issuing and repurchasing investment certificates, g) ensuring settlement in respect of meeting contractual obligations, h) conducting accounting of transactions in the fund assets, i) maintaining the register of holders of the fund investment certificates; 3) marketing of the fund (advertising, marketing of investment certificates, market research and other similar services). The company's activities in respect of managing the assets of a state-funded pension scheme are also governed by the Law on State Funded Pensions. (2) In addition to managing investment funds, a company may provide individual management of the financial instrument portfolio in accordance with the mandate given by the investor if that portfolio is comprised of one or several financial instruments referred to in Paragraph 2 of Article 3 of the Law on the Financial Instruments Market.

6 (3) A company that has been granted a licence for the provision of the services referred to in Paragraph 2 of this Article may provide investment advice concerning the financial instruments referred to in Paragraph 2 of Article 3 of the Law on the Financial Instruments Market and engage in safekeeping and administration of the investment certificates of investment funds. (4) A company shall not provide solely the services referred to in Paragraph 2 of this Article as well as the non-core services referred to in Paragraph 3 of this Article where, in accordance with this Law, it is not entitled to provide the services referred to in Paragraph 2 of this Article. (5) In addition to the activities referred to in Paragraph 1 of this Article, a company shall be entitled to manage the assets of the pension plans established by private pension funds in accordance with the Law on Private Pension Funds and alternative investment funds in accordance with the Law on Alternative Investment Funds and Their Managers. (6) A company shall not be entitled to provide management services in a member state in accordance with the procedure set out in Article 76 of this Law if its core activity is solely the management of the assets of state-funded pension schemes. (7) A company shall not be entitled to provide services other than those set out in this Article. (In the wording of the law of 19 June 2008 as amended by laws of 11 March 2010, 13 October 2011 taking effect on 16 November 2011 and of 9 July 2013) Article 6 Location and Firm Name of a Company (1) The board of directors of a company (seat of a company) registered in Latvia shall be located in Latvia. (2) The firm name of a company shall contain a word combination "ieguldījumu pārvaldes sabiedrība" [investment management company] or its abbreviation "IPS". (3) Companies which do not perform the activity provided for in this Law, may not use in their firm name any additions that directly or indirectly refer to an investment management company. Article 7 Requirements for Shareholders of a Company (1) A shareholder of a company may be only a person: 1) whose identity may be verified; 2) who is of good repute; 3) whose financial standing is sound and it is possible to prove it with documents. (2) When assessing the repute and the financial standing of a person, the Commission shall verify the identity and the criminal record of the persons referred to in Paragraph 1 of this Article, and the documents regarding their financial standing that allow to ascertain whether the amount of free capital is sufficient regarding the amount of investments made in the company s capital as well as whether the invested funds have not been acquired as a result of unusual or suspicious transactions. (3) Natural persons to whom Subparagraphs 1, 2, 3 or 5 of Paragraph 3 of Article 9 of this Law may be applied and legal persons to whose shareholders (members/participants) and owners (actual beneficiaries) Subparagraphs 1, 2, 3 or 5 of Paragraph 3 of Article 9 of this Law may be applied, may not be shareholders of a company. (4) The Commission shall be entitled to verify the identity of a company's shareholders but, where the shareholders of a company are legal persons, information about their shareholders and owners (actual beneficiaries) until it obtains information about owners (actual beneficiaries) who are natural persons. The above mentioned persons shall have an obligation to provide that

7 information to the Commission if it is not available on the public registers from which the Commission is entitled to receive that information. (In the wording of the law of 11 March 2010 taking effect on 14 April 2010) Article 7 1 Acquisition, Reduction and Termination of a Qualifying Holding in a Company (1) Only a person who complies with the requirements for shareholders of a company and ensures compliance with the criteria set out in Paragraph 7 of this Article may acquire a qualifying holding in a company. (2) A person who intends to acquire a qualifying holding in a company shall notify the Commission to this effect in writing in advance. The notification shall indicate the volume of the holding to be acquired as a percentage of the share capital or of the number of shares with voting rights of a company. The notification shall be accompanied by the information established in the regulatory enactments of the Commission that is necessary to assess the person's compliance with the criteria set out in Paragraph 7 of this Article. The list of the information to be appended to the notification shall be published on the Commission's website. (3) The Commission shall be entitled to request information about the persons who intend to acquire a qualifying holding (the persons having acquired a qualifying holding or suspected of acquiring a qualifying holding), including about the owners (actual beneficiaries) of legal (registered) persons who are natural persons to assess their compliance with the criteria set out in Paragraph 7 of this Article. (4) If a person intends to increase a qualifying holding so that it reaches or exceeds 20, 33 or 50 percent of the company s share capital or of the number of shares with voting rights or if a company becomes a subsidiary of that person, the respective person shall notify the Commission to this effect in writing in advance. The notification shall indicate the amount of the holding to be acquired as a percentage of the company s share capital or of the number of shares with voting rights. The notification shall be accompanied by the information set out in the regulatory enactments of the Commission that is necessary to assess the person's compliance with the criteria set out in Paragraph 7 of this Article. The list of the information to be appended to the notification shall be published on the Commission's website. (5) Within two business days after the day of receipt of the notification referred to in Paragraph 2 or 4 of this Article or within two business days after receiving the additional information requested by the Commission, the Commission shall notify the person in writing about receipt of the notification or of the additional information and about the end date of the assessment period. (6) During the assessment period referred to in Paragraph 7 of this Article but not later than on the 50th business day of the assessment period, the Commission shall be entitled to request additional information about the persons referred to in this Article to assess their compliance with the criteria set out in Paragraph seven of this Article. (7) Not later than within 60 business days of the day when information referred to in Paragraph five of this Article about receipt of the notification has been sent to the person, the Commission shall assess sufficiency of the person's free capital, soundness and financial motivation of the proposed holding to ensure sound and prudent management of the company where the holding is proposed and consider the likely influence of that person on the management and activities of the company, as well as the following criteria: 1) the good repute of the person and compliance with the requirements for shareholders of a company;

8 2) the good repute and the experience of the person who, as a result of acquiring the proposed holding, will direct the business of the company; 3) the financial soundness of the person, in particular in relation to the type of the business pursued or intended in the company in which the holding is proposed; 4) whether the company will be able to comply and will in future comply with the regulatory requirements set out in this Law and in other regulatory enactments and whether the group of commercial companies, which the company will join, has a structure in place that does not restrict the Commission s possibilities to exercise the supervision functions vested to it by law, to ensure an efficient exchange of information among supervisory authorities and to determine the allocation of supervisory responsibilities among the supervisory authorities; 5) whether there are reasonable grounds to suspect that, in connection with the proposed holding, money laundering or terrorist financing has been committed or attempted or that the proposed holding could increase the risk of such activity. (8) When requiring the additional information referred to in Paragraph 6 of this Article, the Commission shall be entitled to interrupt the assessment period once until the day when it receives that information but not for more than 20 business days. The Commission shall be entitled to extend the interruption of the assessment period for up to 30 business days where the person who wishes to acquire, has acquired, wishes to increase or has increased its qualifying holding in a company is not subject to the supervision of the activities of insurance companies, reinsurance undertakings, credit institutions, investment management companies, managers of alternative investment funds or investment brokerage firms or where the home (registration) place of that person is not in a member state. If the Commission has interrupted the 60 business day assessment period, the period of interruption shall not be included in the assessment period. (9) In the time period referred to in Paragraph 7 of this Article, the Commission shall take a decision on prohibiting the person from acquiring or increasing a qualifying holding in a company where that person: 1) fails to comply with the criteria set out in Paragraph 7 of this Article; 2) fails or refuses to submit to the Commission the information set out in this Law or the additional information required by the Commission; 3) due to conditions beyond its control, cannot provide the information set out in this Law or the additional information required by the Commission. (10) Within two business days of taking the decision referred to in Paragraph 9 of this Article but not exceeding the assessment period referred to in Paragraph 7 of this Article, the Commission shall send that decision to the person who has been prohibited from acquiring or increasing a qualifying holding in a company. (11) Where in the time period referred to in Paragraph 7 of this Article the Commission does not send to the person a motivated decision to the effect that the person has been prohibited from acquiring or increasing a qualifying holding in a company, the Commission shall be deemed to have agreed that the person acquires or increases a qualifying holding in a company. (12) The provisions of Subparagraph 3 of Paragraph 7 of this Article shall not apply to a legal person if its shares are admitted to trading on the regulated market in Latvia or in another member state or on the regulated market of a market organizer that is a full-fledged member of the International Federation of Bourses, and that legal person submits to the Commission information on its shareholders that have a qualifying holding in it. (13) Where the Commission has agreed that a person acquires or increases a qualifying holding in a company, that person shall acquire or increase the qualifying holding in the company not

9 later than within six months after the day of sending the information about receipt of the notification in writing or of the additional information referred to in Paragraph 5 of this Article. Where by the end of that period the person fails to acquire or increase a qualifying holding in a company, the Commission s consent for acquiring or increasing a qualifying holding in the company is no longer effective. Upon receipt of a motivated written request from the person, the Commission may take a decision on extending that deadline. (14) When assessing the notifications referred to in Paragraph 2 and 4 of this Article, the Commission shall consult the supervisory authorities of the respective member state where a qualifying holding is acquired by an insurance company of a member state, a reinsurance undertaking of a member state, a credit institution, an investment management company, a manager of alternative investment funds, an investment brokerage firm registered in a member state, or a parent company of an insurance company of a member state, of a reinsurance undertaking of a member state, of a credit institution, a manager of alternative investment funds, an investment management company or an investment brokerage firm registered in a member state or a person who exercises control over an insurance company of a member state, a reinsurance undertaking of a member state, a credit institution, a manager of alternative investment funds, an investment management company or an investment brokerage firm registered in a member state and where, as a result of acquiring or increasing the qualifying holding by that person, the company becomes a subsidiary of that person or comes under the control of that person. (16) If a person who acquires a qualifying holding has an influence over a company that jeopardizes or is likely to jeopardize its management in a financially sound, prudent and regulation-compliant manner, the Commission shall be entitled to request that the influence be terminated without delay, that the composition of the members of the board of directors or the officials of the respective company be changed or shall prohibit the respective person from exercising all or part of his/her voting rights. (17) A person who intends to terminate the control (decisive influence) of the parent company over a company licensed by the Commission, to reduce the amount of a qualifying holding in the company to less than 20, 33 or 50 percent or to terminate a qualifying holding in the company, shall notify the Commission in writing prior to disposal of shares. The notification shall indicate the amount of the holding the person will have in the company after the reduction of the holding. (In the wording of the law of 11 March 2010 as amended by the law of 13 October 2011 taking effect on 16 November 2011 and of 9 July 2013) Article 7 2 Indirectly Acquired Holding When establishing the amount of a holding that a person has indirectly acquired in a company, the voting rights acquired by that person (hereinafter the particular person) in a company shall be taken into account: 1) the voting rights that may be exercised by a third person with whom the particular person has signed an agreement whereby the third person has an obligation to agree the policy for exercising the voting rights and for acting in the long term in relation to the company's management; 2) the voting rights that may be exercised by a third person in accordance with an agreement signed with the particular person that establishes a temporary transfer of the respective voting rights; 3) the voting rights attached to the shares that the particular person received as collateral provided he/she may exercise the voting rights and has announced the intention to this effect;

10 4) the voting rights that the particular person is entitled to exercise within an unlimited time period; 5) the voting rights that may be exercised by a commercial company controlled by the particular person or that may be exercised by that commercial company in accordance with Subparagraphs 1, 2, 3 and 4 of this Article; 6) the voting rights that are attached to the shares transferred to the particular person for holding and that may be exercised by the particular person at his/her discretion unless that person has received specific instructions; 7) the voting rights attached to the shares that are held on behalf of a third person and for the benefit of the particular person; 8) the voting rights that the particular person may exercise in the capacity of a proxy holder when he/she is entitled to exercise the voting rights at his/her discretion unless that person has received specific instructions; 9) the voting rights attached to the shares that the particular person has acquired in any other indirect way. (In the wording of the Law of 13 October 2011 taking effect on 16 November 2011) Article 7 3 Consequences of a Failure to Make a Notification (1) Where a person that is suspected of having acquired a qualifying holding in a company does not make or refuses to make a notification referred to in Paragraph 3 of Article 7.1 of this Law and his/her holding amounts to 10 percent and more of the company s share capital or number of voting shares, it shall not exercise the voting rights attached to all shares he/she owns. The Commission shall immediately notify the respective shareholders and the company to this effect. (2) Where a person disregards the Commission s prohibition and acquires or increases a qualifying holding, it shall not be entitled to exercise voting rights attached to all shares he/she owns, and the decisions of the shareholders meeting that have been taken by using the voting rights of those shares shall be invalid as of their taking and making of entries in the commercial register or in other registers shall not be requested by reference to those decisions. (In the wording of the Law of 13 October 2011 taking effect on 16 November 2011) Article 8 Capital of a Company (1) The minimum initial capital of a company shall be EUR (2) Initial capital shall be established by the Regulation (EU) No 575/2013 of the European Parliament and the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (hereinafter Regulation 575/2013). (3) If the amount of the assets managed by a company exceeds EUR , the company shall ensure additional amount of own funds that is equal to 0.02 percent of the amount by which the value of the managed assets exceeds EUR Requirements referred to in Paragraph hereof shall not apply to a company whose own funds are equal EUR or more. (4) (Deleted by the law of 9 July 2013). (5) When determining the compliance of a company s own funds with the requirements of this Law, the following shall be regarded as assets under management: 1) assets of investment funds and alternative investment funds managed by the company including assets it has transferred for managing to another company but excluding assets it has

11 received for managing from another company provided that above funds are not established as legal persons; 2) assets of investment funds and alternative investment funds managed by the company provided that these investment funds are established as legal persons; 3) assets of the pension plans established by private pension fund and of investment plans of state-funded pension schemes managed by the company. (6) The own funds of a company shall at no time fall below one of the following amounts, whichever is larger: 1) the total of the minimum initial capital and the additional amount of own funds calculated in accordance with the requirements of Paragraph 3 of this Article; 2) 25 percent of total fixed costs of the previous full reporting year (costs that remain relatively unchanged irrespective of the volume of the company s commercial activity). (7) Upon receipt of the Commission s approval, the company may ensure up to 50 percent of the additional amount of own funds referred to in Paragraph 3 of this Article with a guarantee of the same amount issued by: 1) a credit institution that has obtained a licence for the activities of a credit institution in a member state or in a member country of the Organisation for Economic Co-operation and Development that is also the country of the Group of Ten; 2) an insurance company registered in a member state or a branch of an insurer of a non-member state that has obtained a licence for the provision of insurance. (8) If a company provides the services referred to in Paragraphs 2 and 3 of Article 5 of this Law, it shall follow and comply with the capital requirements and the consolidated supervision requirements established for investment brokerage firms. These requirements do not apply to managing the assets of state-funded pension schemes in accordance with the Law on State Funded Pensions and to managing assets of the pension plans established by private pension funds in accordance with the Law on Private Pension Funds. (9) Regulation (EU) No 575/2013 shall establish own funds and procedures for calculation thereto. (10) (deleted by the law of 19 September 2013). (As amended by laws of 8 March 2007, 19 June 2008, 13 October 2011 taking effect on 16 November 2011 and of 9 July 2013; and of 19 September 2013) Article 9 Requirements for Supervisory Board Members and Officials of a Company (1) A person who complies with the following requirements may be an official of a company: 1) he/she has sufficient competence in the field for which the said person will be responsible; 2) he/she has higher education and appropriate professional experience of at least three years in the respective field; 3) he/she has an impeccable reputation; 4) he/she has not been deprived of the right to engage in business. (2) A person who is competent in financial management matters and complies with the requirements set out in Subparagraphs 3 and 4 of Paragraph 1 of this Article may hold the office of supervisory board member of a company. (3) The following person may not hold the office of supervisory board member and be an official of a company: 1) who is sentenced for an intentional criminal offence;

12 2) who has been sentenced for an intentional criminal offence (also, where the person has been released due to prescription or amnesty); 3) who has been held criminally liable for committing an intentional criminal offence (also, where the criminal matter against the person has been terminated but the person has not been rehabilitated); 4) who has provided false information regarding himself/herself by submitting documents to the Commission to obtain a licence for company operations or another activity in the financial and capital market; 5) who has performed duties of a member of the board of directors or supervisory board at a company or another financial institution that has been declared insolvent at the time the relevant person was performing said duties, or who has performed duties of a member of the board of directors or the supervisory board at another company and, due to his/her negligence or deliberately, has led the company to insolvency or bankruptcy subject to criminal liability. (4) When assessing the reputation of a company s officials and supervisory board members, the Commission shall consider the information provided by these persons, references received from previous employers and other information regarding the previous professional experience of said persons. Article 10 Documents and Information to Be Submitted for Obtaining a Licence (1) In order to obtain a licence, a company shall submit to the Commission an application for receipt of a licence. The application shall be accompanied by documents on the registration of the company, shareholders, supervisory board members and officials, procedures and policies formulated for ensuring the functioning of the company s internal control system, as well as other documents referred to in this Article. (2) The following documents shall be submitted to the Commission regarding the company and its shareholders: 1) a document certifying the initial capital payment; 2) a list of the shareholders of the company and information on the shareholders as follows: a) regarding natural persons a copy of the passport or another identity document, indicating personal identification data [name, surname, year and date of birth, identity number (if any)], b) regarding legal persons the firm name, registered office, registration number and place. Legal persons registered abroad shall submit also copies of registration documents, c) documents certifying the existence and origin of financial resources of the company s shareholders (who have a qualifying holding in the company) in order that they may make investments in the company s capital; d) information regarding owners of the company s shareholders (who have a qualifying holding in the company) (ultimate beneficial owners on whom information shall be provided in compliance with item a) of this Paragraph). (3) The following documents and information shall be submitted to the Commission regarding the company s supervisory board members and officials: 1) notification, which shall be filled in by each supervisory board member and each official. The notification shall include the following information: a) the firm name of the company and the office the person stands for as a candidate, b) name, surname, year and date of birth, identity number (if any) and national citizenship, c) education (academic degree), d) improvement of professional skills;

13 e) whether he/she has ever been convicted; f) whether he/she has ever been deprived of the right to engage in business, g) previous workplaces over the last 10 years and short job descriptions; 2) a copy of the passport or another identity document, indicating personal identification data [name, surname, year and date of birth, identity number (if any)],and 3) copies of documents certifying his/her education. (4) The person of whom the notification has been prepared and the chairperson of the company s board of director shall certify the veracity of the information provided in Subparagraph 1 of Paragraph 3 of this Article by signature. (5) A list of interested parties shall be submitted to the Commission. The list shall include the name and surname of each person, identity number, education, offices held over the last five years and the provisions of a contract concluded between the company and the relevant person applicable to the job description. A legal person shall indicate the firm name, registration number and members of the management bodies, as well as submit the annual report for the last year to the Commission. (6) The following documents and information shall be submitted to the Commission regarding the company s internal control system: 1) a description of the organisational structure, indicating clearly the duties and authorities of supervisory board members and officials, as well as determining specifically and distributing tasks of the company s units and responsibilities of heads of the units. If the company is planning to establish a branch, the Commission shall submit a description of the organisational structure of branches and the duties of heads of the branches; 2) a description of the management information system; 3) accounting policies and basic accounting principles; 4) a description of the policy and the procedure for managing material operational risks; 5) regulations for the information system protection, as well as regulations for the protection of a register for investment fund certificates and a database for accounting of financial instruments managed by another company; 6) a description of the internal audit system, also, the regulations for examination of transactions effected by the company and its staff for their own account and their compliance with the requirements for avoidance of conflicts of interest; 7) a description of identification procedures for unusual and suspicious transactions; 8) a description of the procedure whereby applications and complaints (disputes) filed by fund investors about the provision of services of the management company are handled; 9) the policy for preventing conflicts of interest; 10) the policy for executing transactions. (7) A scheme of operations formulated for the operations planned by the company for at least the next three years and approved by a shareholders meeting shall be submitted to the Commission, which shall in detail reflect the company s operational strategy (including also collateral services which the company intends to provide), financial forecasts including draft report that discloses the financial standing as at the end of the year for at least three next years of operation, draft financial performance report for at least three next years of operation, draft capital adequacy calculation and the projected amount of annual fixed costs, a description of market research and any other information that gives a clear and fair presentation of the operations planned by the company.

14 (8) The Commission is entitled to request the company to update the submitted documents and information. (9) If, by the time a decision is taken regarding the issue of a licence, any changes occur in information or documents submitted to the Commission, the company is obliged to, without delay, submit to the Commission the new information or the full text of relevant documents including amendments thereto. (10) The Commission shall consult with supervisory authorities of member states prior to issuing a licence to a company if the company is: 1) a subsidiary of a company, an investment brokerage firm, a credit institution or an insurance company licensed in a member state; 2) a subsidiary of a company whose subsidiary is a company, an investment brokerage firm, a credit institution or an insurance company licensed in a member state; 3) a company controlled by a person that simultaneously controls another company, investment brokerage firm, credit institution or insurance company licensed in a member state. (As amended by laws of 11 March 2010 and of 13 October 2011 taking effect on 16 November 2011) Article 11 Provisions for Issuing a Licence (1) The Commission shall take a decision to issue a licence within a three-month period after the receipt of all the documents specified by this Law for taking the decision, prepared and formulated in compliance with the requirements prescribed by regulatory enactments. (2) The Commission shall issue a licence within a 10-day period as of the day the decision to issue a licence has been taken. (3) The Commission shall not issue a licence in cases where: 1) when establishing the company, this Law and other regulatory enactments have not been complied with; 2) supervisory board members and officials of the company do not comply with the requirements as prescribed by this Law; 3) the company s capital does not comply with the requirements as prescribed by this Law; 4) close ties of the company with third persons endanger or may endanger its financial stability or restrict the right of the Commission to perform supervisory functions specified in this Law; 5) foreign laws and other regulatory enactments pertaining to persons who have close ties with the company restrict the Commission s right to perform the supervisory functions specified in this Law; 6) it is impossible to ascertain the identity, reputation and stability of the financial standing of the persons who have a qualifying holding in the company; 7) the Commission determines that the financial resources invested in the company s capital have been acquired as a result of unusual and suspicious transactions or the legal origin of these financial resources has not been proved. (4) If the Commission takes a decision on a refusal to issue a licence, an application for a licence may be submitted repeatedly upon elimination of the deficiencies indicated in the refusal. (5) The Commission shall notify the European Securities and Markets Authority of an issued licence. (As amended by laws of 11 March 2010 and 13 October 2011 taking effect on 16 November 2011) Article 12

15 Change of Management Services Specified in a Licence (1) If a company intends to supplement the management services specified in a licence issued thereto with new ones or intends to refuse from any of the management services specified in the licence, it shall submit to the Commission a relevant application. (2) If the company intends to launch new management services, it shall, together with the application, submit to the Commission: 1) supplements to the scheme of operations; 2) amendments to descriptions of the internal control system that are required to ensure the compliance of the provision of services with the requirements of this Law. (3) A decision on the change of the management services specified in the company s licence shall be taken by the Commission within a 15-day period of the receipt of all the documents specified by this Law and prepared and formatted in compliance with the requirements of regulatory enactments. (4) A State duty on the change of the management services specified in the licence shall not be paid. Article 13 General Rules of Conduct (1) Throughout the duration of the licence issued to it, the company shall comply with and fulfil the following requirements: 1) ensure that it operates in compliance with the requirements set out in this Law and the regulations issued by the Commission; 2) ensure establishment and functioning of a comprehensive and efficient internal control system that is adequate to the nature, volume and complexity of its management services by including the following key elements in the system: a) an organisational structure that is commensurate with the size of the company and its operational risks whereby the distribution of duties and powers of the supervisory board and of company s officials is disclosed in respect of carrying out and controlling the company s business and the tasks of the company s structural units and the duties of the managers of structural units are clearly determined and distributed, b) the system for identifying, managing, monitoring and reporting the risks inherent to the company s activities and any contingent risks, c) internal control procedures; 3) ensure compliance of its operations with the rules formulated for the functioning of the internal control system, including the procedure whereby personal transactions or transactions in financial instruments on the company s account are made and the procedure whereby applications for buying and repurchasing of investment certificates are executed; 4) ensure establishment of accounting procedures that are adequate to the provided management services, of a facility for storing, protecting and controlling electronic data to enable reconstruction of the transactions made with the fund s assets by reference to their origin, counterparties, transaction essence, time and place of execution and monitoring of compliance of the fund s investments with the fund prospectus, the fund rules and the requirements of this Law; 5) ensure storing of transaction records for 10 years, as well as compliance with the other regulatory requirements with respect to completion and storing of transaction records; 6) ensure that an efficient policy for avoiding conflicts of interest is established, implemented and followed. The company shall take all necessary measures to identify and avoid any conflicts

16 of interest that may arise during the provision of services and, when they cannot be avoided, ensure that the funds it manages are fairly treated; 7) ensure that the financial instruments and money resources of the company itself and of its clients are held, recorded and accounted distinct at all times; 8) ensure establishing, implementing and maintaining of an efficient procedure for handling applications and complaints (disputes) filed by investors whereby applications and complaints (disputes) filed by investors and potential investors are recorded and handled and the measures taken for the resolution of complaints (disputes) are recorded. (11) A company that maintains a register of unit holders shall be responsible for any loss arising to the fund investors and to third parties where the company has failed to comply with the obligations set out in regulatory enactments for maintaining the register of unit holders. (12) A company that manages a fund established in another member state or markets investment certificates of an investment fund in another member state shall, in addition to the requirements set out in Paragraph 1 of this Article, develop and maintain a procedure whereby information is made available upon request of the supervisory authority of the home state of the fund. In that procedure, the company shall indicate the contact person responsible for making available the requested information. (13) A company shall ensure that key investor information is provided without a charge to investors before they purchase investment certificates irrespective of whether the company or any other duly authorised legal or natural person offers subscription to investment certificates or provides investment advise regarding the fund. The company shall be responsible for compliance with the requirements of this Paragraph. (2) If a company provides the investment services referred to Paragraphs 2 and 3 of Article 5 of this Law, in addition to the requirements set out in Paragraph 1 of this Article, it shall comply with and fulfil the following requirements: 1) (deleted by the law of 13 October 2011); 2) prior to the launch of services, enter into a contract in writing with the client for the provision of services; 3) prior to entering into a contract for the provision of services, as well as during the term of validity of the contract, ensure that the client can obtain sufficient information enabling him/her to assess the essence of the provided service and related financial risks; 4) prior to entering into a contract, inform the client of the types of disputes stipulated by the contract that will be resolved by out-of-court-procedures and the procedure for resolving such disputes; 5) participate in the scheme for the protection of investors in compliance with their regulatory enactments; 6) follow and comply with other requirements that are set out in Chapter XII of the Law on the Financial Instruments Market for investment brokerage firms that perform individual management of investors' financial instruments in accordance with the mandates given by investors, provide investment advice concerning financial instruments and hold financial instruments; 7) follow and comply the requirements set out in the Law on the Financial Instruments Market for investment brokerage firms in respect of delegating the services by outsourcing. (3) A company shall, to the extent required to ensure and protect the client s interests and in compliance with the nature and volume of the service provided to the client, request information from a client regarding:

17 1) the client s experience and knowledge pertaining to the transactions to be concluded during the course of providing services; 2) the objectives the client intends to achieve by the relevant transactions; 3) the financial standing of the client. (4) If a client refuses to provide the information referred to in Paragraph 3 of this Article as well as does not inform of the changes in the information provided to the company, the company shall not be liable to the client for the consequences arising from the fact that the company does not possess such information. (5) (Deleted by the law of 13 October 2011). (6) A company in performing activities related to the fund management, also, in exercising the voting rights of the stock (capital shares) belonging to the fund property, shall not require the consent of fund investors. (7) A company has a duty to raise the claims of fund investors against the custodian bank or third persons on its behalf if the relevant circumstances require such an action. This provision shall not restrict the right of the fund investors to raise such claims on their own behalf. (8) A company shall be liable for the losses caused to the fund investors by company officials or authorised persons as a result of violations of this Law, the fund prospectus or the fund rules by malicious exercise of the powers conferred on them or negligent performance of their duties. (9) A company has a duty to inform the Commission in writing of any amendments to the lists of interested parties of the company and the custodian bank, as well as of any amendments and supplements to the documents and information submitted to the Commission within a 10-day period from the date of making the amendments. (10) Within 30 days of the receipt of the application and the documents specified in this Law about supervisory board members and officials of the company, the Commission shall be entitled to prohibit those persons from taking office where they fail to comply or the Commission cannot verify their compliance with the requirements of this Law. (11) A company that manages the assets of the state-funded pension scheme shall draw up the critical situation analysis of investment plans at least once a year to determine and assess the potential impact of various extraordinary but possibly adverse events or changes in market conditions on the investment plan portfolio by analysing and recording the possible development scenarios. For the critical situation analysis, sensitivity tests and scenario analysis are used. Sensitivity tests are carried out to determine the effect of the adverse changes caused by a separate factor on the investment plan portfolio. Scenario analysis is carried out to determine the effect of the adverse changes caused by several factors on the investment plan portfolio by uncovering the cause of those extraordinary but potentially adverse events or changes. (12) The executive board of the company shall approve the results of the critical situation analysis and take a decision about the measures to be taken in cases when the events or the changes mentioned in the critical situation analysis are realised. The critical situation analysis approved by the executive board and the decision about the measures to be taken shall be submitted to the Commission. (13) The Commission shall be entitled to establish additional requirements and the procedure for carrying out the critical situation analysis by determining possible factors and scenarios to be tested. (14) In addition to the requirements set out in Paragraph eleven of this Article, the Commission shall be entitled to request that the company carry out extraordinary critical situation analysis and submit it to the Commission.

18 (15) The Commission shall develop the requirements for establishing the internal control system of the company. (As amended by laws of 8 March 2007, 19 June 2008, 11 March 2010 and of 13 October 2011 taking effect on 16 November 2011) Article 13 1 Obligations of the Company During the Provision of Management Services (1) When providing management services, the company shall have an obligation to perform as an honest, decent and careful manager and to ensure that the services are provided in a professional and careful manner in the interests of fund investors and recipients of management services and do not threaten stability of the financial market. (2) The company shall ensure the following in the interests of fund investors and recipients of management services: 1) that clear, accurate and transparent valuation methods are applied to financial instruments to demonstrate that the portfolios it manages have been appropriately measured; 2) that no unjustified additional costs are charged to fund investors and recipients of management services. (3) The company shall ensure equal and fair treatment of investors of the funds it manages without favouring the interests of any fund investor or any group of fund investors over others. (4) The company shall develop and maintain the procedure for preventing abuse that may affect stability of the financial market in order to avoid a situation when, as a result of activities performed in the interests of individual fund investors, other fund investors are unfairly treated or stability and integrity of the financial market are threatened. (5) In relation to the management or administration of an investment fund, managing investment of investment plans of state-funded pension schemes or managing investments of pension plans established by private pension funds the company shall be prohibited from paying or accepting an inducement as well as providing or accepting any other type of a benefit other than: 1) the fee or the commission that is paid by or paid to the recipient of a management service or a person acting on its behalf or other type of a benefit that is provided or received by the recipient of a management service or a person acting on its behalf; 2) the fee or the commission that is paid or received by a third person or a person acting on its behalf or the benefit that is provided or received by the third person or a person acting on its behalf where: a) the existence, nature and amount or, where the amount cannot be established, the method for calculating the fee, the commission or the benefit is explained to the recipient of the management service before the provision of the respective service in a manner that is comprehensive, accurate and understandable. That information may be provided as a summary but a fund investor is entitled to receive detailed information, b) the payment of the fee or the commission or the provision of the benefit is for the purpose of enhancing the quality of the respective service and this purpose does not affect the obligation of the company to perform in the interests of clients; 3) that ensures the provision of the respective service or is necessary for the provision of that service, including custody costs of financial instruments, settlement fees and costs related to the trading venue, administrative levies or legal fees where due to their nature such payments cannot contradict the company s obligation to perform honestly, fairly and professionally in the interests of clients. (In the wording of the law of 13 October 2011 taking effect on 16 November 2011)

19 Article 13 2 Due Diligence During the Provision of Management Services (1) The company shall select and manage investments with due diligence not only in the interests of the recipients of management services but also to ensure that stability and integrity of the financial market are not threatened. (2) The company shall ensure the following: 1) chairman of the board of directors and at least one more member of the board of directors as well as the fund manager are persons competent in investment issues; 2) investments are made only in those financial instruments whose essence is clear to the company s officials and they have information needed to assess the risks thereof. (3) The company shall develop and make records of the procedure whereby deals are executed and controlled to ensure that the decisions about investments taken on behalf of the recipients of investment management services are assessed with due diligence and in accordance with the investment objective indicated in the fund prospectus, investment policy and investment limitations. (4) The company shall perform with due diligence when taking decisions about delegating the risk management function or terminating receiving of a delegated service. For this purpose the company shall develop and maintain a procedure whereby it assesses and checks the person to whom the risk management function will be delegated in terms of his/her competence and capacity to manage the fund s risks reliably, professionally and efficiently and an on-going assessment of the performance of that person. (In the wording of the law of 13 October 2011 taking effect on 16 November 2011) Article 13 3 Best Execution (1) When executing a decision to deal in the framework of managing the investment portfolio, the company shall take all necessary measures to ensure best possible results to the recipients of management services in terms of transaction price, costs, speed of execution, likelihood of execution and settlement, order size and nature or any other considerations relating to the execution of an order. (2) When assessing the importance of the factors listed in Paragraph 1 of this Article for the execution of an order, the following criteria shall also be considered: 1) the investment objective, investment policy and risks as indicated in the fund prospectus or the fund rules; 2) type of the order; 3) the characteristics of the financial instrument that is the subject of that order; 4) the likely execution venue of the order (a regulated market, multilateral trading facility, systematic internalizer, market maker or other liquidity provider). The company shall develop and implement the policy for executing deals that shall set out the assessment of the above mentioned criteria and the factors referred to in Paragraph 1 hereof to ensure best possible result to the recipients of management services. (3) The requirements of Paragraphs 1 and 2 of this Article shall apply to the execution of deals that have been transferred for execution to a person that is entitled to provide investment services in accordance with the requirements of the Law on the Financial Instruments Market (hereinafter in this Article a person). (4) In the policy for executing deals, for each type of financial instruments the company shall indicate a person with whom deals may be transferred for execution. The company shall be

20 entitled to make an agreement with that person for the execution of deals provided that all requirements set out in this Article are met. (5) To be able to detect weaknesses and correct them, the company shall assess on a regular basis the deal execution policy and the efficiency of related procedures, in particular the quality of the execution of orders placed for execution with another person on behalf of the recipients of management services. The execution policy shall be reviewed annually or where there are significant changes that affect the company s ability to ensure the best possible result to the recipients of management services also in future. (6) A company that intends to provide management services for a fund that is registered in another member state and has been established as a commercial company shall have an obligation to obtain the fund s approval for the developed execution policy prior to commencing the provision of management services. (7) On its website, the company shall publish the execution policy and also information about any material changes made in that policy. (8) The company shall have an obligation to demonstrate that the orders executed on behalf of a recipient of management services, including the orders transferred to another person for execution, comply with the execution policy. (In the wording of the law of 13 October 2011 taking effect on 16 November 2011) Article 13 4 Rules for Handling Orders (1) The company shall develop procedures and implement the measures necessary to ensure prompt, fair and expeditious execution of orders involving funds of the recipients of management services. Acting on behalf of the recipients of management services, the company shall ensure that the following requirements are fulfilled: 1) orders executed on behalf of the recipients of management services are promptly and accurately recorded; 2) comparable orders by the recipients of management services are executed sequentially and promptly unless the specifics of the order or prevailing market conditions make this impracticable, or the interests of the above mentioned persons require otherwise; 3) financial instruments or money resources received as a result of executing the order are immediately delivered to the financial instrument account or the money resources account of the recipient of the management services in full amount. (2) The company and the relevant persons shall not misuse information at their disposal about pending orders of the recipients of management services. (3) The company shall be entitled to aggregate a trading order for a client s account with an order for the company s own account or for account of another client provided that it has developed and implements a policy for aggregating and allocating of orders. The policy for aggregating and allocating orders may form part of the order execution policy and it shall set out the following: 1) orders may be aggregated where this is unlikely to harm the interests of the clients whose orders are aggregated; 2) aggregated orders are fairly allocated and an explanation is provided about how the volume and the price of orders affect the allocation and execution of orders; 3) the procedure whereby the transactions related with the aggregated order are allocated where the aggregated order is executed partially;