On 27 June 2025, the National Securities and Stock Market Commission adopted Decision No. 2488, which amended Regulation No. 1414 on the specifics of asset management activities of institutional investors (approved by the NSSMC decision dated 6 August 2013). The amendments came into force on 20 July 2025 and are aimed, in particular, at clarifying and detailing the requirements for the content of asset management agreements concluded between corporate investment funds and asset management companies. The purpose of these innovations is to increase the transparency, predictability and efficiency of procedures for replacing AMC, which is particularly important in conditions of market volatility and possible conflicts between capital market participants.
Corporate investment funds (CIF) are not entitled to conduct independent activities under the current legislation of Ukraine. All fund asset management functions are performed by an asset management company (AMC) on the basis of an asset management agreement. This agreement is a key document that defines the rights, obligations and mechanisms of interaction between the fund and the AMC.
Amendments to Regulation No. 1414: Key changes to asset management agreements
The new version of the Regulation establishes a number of mandatory provisions regarding the procedure for replacing an AMC, which were not included in the previous version of the document. From now on, a CIF asset management agreement must contain the following elements:
- a clearly defined deadline for transferring documents and information regarding the activities of the corporate investment fund to the new AMC, which may not exceed 30 business days from the date of conclusion of the agreement with the new asset management company; during this period, the AMC with which the contractual relationship is being terminated is obliged to transfer all necessary materials and sign an acceptance and transfer certificate;
- the period during which the corporate investment fund is obliged to notify the AMC with which the contractual relationship is being terminated about the conclusion of the agreement with the new AMC — this period may not exceed 5 working days from the date of conclusion of the new agreement;
- the procedure for transferring documents and information directly to the corporate investment fund itself (with the mandatory signing of the acceptance and transfer act) if, within 30 working days after the expiry of the previous agreement, no agreement has been concluded with a new AMC;
- the obligation of the corporate investment fund to accept documents and information from the AMC with which the contractual relationship has been terminated, as well as to sign the acceptance and transfer act in the specified situation.
In addition, the Regulations establish a strict deadline for signing the CIF asset management agreement: it must be signed by the chair of the supervisory board of the corporate investment fund (if one has been established) or its sole participant on the one hand, and by an authorised representative of the AMC on the other hand, no later than five working days from the date of the relevant decision by the general meeting of fund participants to conclude and approve such an agreement.
Practical implications and recommendations
The changes introduced significantly standardise the procedure for replacing an AMC, eliminating much of the legal uncertainty that could previously arise between the fund, the old AMC and the new AMC. They facilitate a faster and safer transition of the CIF to the asset management of the new AMC.
It is important to note that all asset management agreements concluded after 20 July 2025 must comply with the new requirements of Regulation No. 1414. For agreements concluded before that date, the requirements are mandatory to be taken into account when making any changes to the text of such agreements (for example, when extending the term, changing the terms and conditions or replacing the AMC).
We recommend that CIF management bodies (supervisory boards, shareholders) audit existing agreements for compliance with the new rules and, if necessary, initiate the procedure for making changes.
AUTHOR: TETYANA HARKO
