After formation, a unit-holder does not become a director of the fund. Legal and factual actions with fund property are carried out by the licensed manager. Investor influence must be built through the fund rules, unit classes, general meeting, investment committee, information rights and pre-agreed conflict outcomes.
- The manager transacts and exercises asset rights but remains bound by law, the declaration and fund rules.
- The specialised depositary controls dispositions and approves operations through the statutory infrastructure.
- The investment committee only acts within authority expressly granted by the rules and does not replace the manager.
- Holders of at least 10% of units may request a meeting; the applicable rules period may not exceed 40 days.
- Protection starts with records: rules, register, minutes, requests, NAV, valuations and a complete transaction trail.
01
Authority map
Contracts, operates accounts and assets and exercises rights attached to shares and securities.
Tests dispositions against law, Bank of Russia acts, declaration and rules.
Approves only matters expressly reserved to it by the rules.
Decides statutory and rules matters, including key amendments, term and manager replacement.
Confirms holders, unit number and classes, keeps accounts and meeting lists.
Exercises economic, information and voting rights under law, unit class and rules.
A unit-holder cannot give daily binding instructions outside the fund rules. Deal control must be designed in advance through committee authority, unit classes, meetings and asset-company documents.
02
Decision matrix
- Ordinary compliant transactionManager
- Depositary control and manager procedures.
- Reserved matterManager after approval
- Investment committee where expressly required.
- Key rules amendmentGeneral meeting
- Quorum, unit class, notice and required majority.
- Transfer to another managerGeneral meeting
- Special process involving the depositary.
- Fund paymentManager
- Compliance control and depositary consent.
- SPV shareholder actionManager or manager after approval
- Rules, SPV documents and committee authority.
03
Investment committee
- 01
Rules must identify transactions and actions requiring approval and the committee’s formation and decision procedure.
- 02
Members may be holders or their appointees; the manager, its officers, employees and appointees cannot sit on the committee.
- 03
Set thresholds, quorum, majority, materials, review period, conflicts and consequences of no decision.
- 04
Minutes should evidence agenda, interests, materials, votes, conditions and alignment of the final transaction.
- 05
A transaction made contrary to required committee approval creates the manager’s personal obligation and may not be paid from fund property.
04
Asset transactions
- 01
Test category, declaration, limits, rules and counterparty capacity.
- 02
Review price, valuation, business purpose, financing, security, affiliation and liquidity.
- 03
Property and SPV acquisitions require full diligence, consents, registration and a post-closing plan.
- 04
Provide the depositary with a package sufficient for pre-disposition control.
- 05
Keep contracts, approvals, statements and registry updates in one transaction file.
05
Conflicts of interest
- 01
Map interests of the manager and its group, depositary, valuer, investors, committee and counterparties.
- 02
Market price alone is insufficient: identify, disclose, independently value and approve.
- 03
Test related-party transactions against article 40 restrictions, rules and required approvals.
- 04
Recuse the interested person to the extent required by the documents.
- 05
Explain economics, alternatives, fees, risks and NAV impact to investors.
06
General meeting
- 01
The manager organises a meeting or written vote; in special cases the depositary or holders do so.
- 02
Holders of at least 10% of all units may submit a written meeting request.
- 03
The rules set the period, which may not exceed 40 days from receipt of a valid request.
- 04
Identify applicants, competent agenda items, draft resolutions and proof of holdings.
- 05
For unit classes, voting rights are tested item by item; notice and minutes are critical.
Holding 10% does not pass a proposed resolution. It permits a meeting request; the outcome depends on competence, unit class, quorum and majority.
07
Unit-holder rights
Demand compliance and recover actual loss caused by a proven manager breach.
Participate on matters and to the extent granted by law and the unit class.
Receive distributions where the rules establish the right and payment mechanics.
Demand redemption where law and rules allow; ordinary early exit from a closed-end fund is restricted.
Receive and inspect documents in the applicable regime, including meeting materials.
Initiate the statutory route to transfer the management mandate.
08
Information and reporting
- 01
Current rules and all effective amendments.
- 02
Register extract confirming unit class and number.
- 03
Reporting, NAV and unit value to the extent available to the holder.
- 04
Meeting materials and results and eligible committee records.
- 05
Fees, expenses and disclosed conflicts.
- 06
Material valuation and transaction terms within law, rules and confidentiality.
09
Replacing the manager
- 01
Check meeting competence, initiative threshold, timing and rules procedure.
- 02
Select a licensed replacement and obtain preliminary acceptance and transition plan.
- 03
Map continuity of accounts, custody, register, contracts, authority and reporting.
- 04
Prepare the transfer resolution, notice, voting and regulatory package.
- 05
Inventory archives, keys, originals, calculations, litigation and open transactions.
- 06
Address fees, transition cost and non-cooperation by the outgoing manager.
10
Claim and dispute
- 01
Send a structured request or claim stating fact, rule, remedy and response deadline.
- 02
Ask the depositary about its control procedure without replacing evidence with assumptions.
- 03
Preserve meeting, redemption and interim-relief rights; negotiations must not consume limitation periods.
- 04
For regulatory issues consider a Bank of Russia complaint; for loss identify the proper defendant and court.
- 05
Separate actual loss from market decline: investment risk alone does not prove breach.
- 06
Review arbitration, jurisdiction, holder status, dispute character and evidence before filing.
Manager liability is not a return guarantee. The statute covers actual loss caused by breach of law or rules; market decline under proper management remains investment risk.
11
Evidence
- 01
Every relevant rules version and effective date.
- 02
Register extract, acquisition records and unit class.
- 03
Meeting and committee minutes, ballots, proxies and delivery evidence.
- 04
Contracts, valuations, payments, SPV decisions and registry extracts.
- 05
Requests, manager and depositary responses and conflict disclosures.
- 06
NAV calculations, reporting, causation model and independent actual-loss calculation.
- 07
Chronology of decision, execution, discovery and mitigation.
12
Monitoring system
- 01
Quarterly NAV, liquidity, covenant and key-asset dashboard.
- 02
Related-party and conflict register.
- 03
Valuation, reporting, insurance, licence and meeting calendar.
- 04
Reserved-matter list and approval status for each transaction.
- 05
Fund expenses against rules and approved budget.
- 06
Litigation, claims, defaults and security register.
- 07
Annual rules, unit-class, asset-composition and exit review.
13
Red flags
- 01
The committee is called advisory although rules require approval.
- 02
Materials arrive after signing.
- 03
One adviser acts for both sides without disclosed controls.
- 04
Valuation does not match actual terms.
- 05
Expenses lack a clear rules basis.
- 06
Investor cannot confirm current rules and unit class.
- 07
Meeting list, notice or competence is defective.
- 08
Manager replacement lacks an account, archive and open-deal plan.
- 09
Any price fall is labelled loss without causation.
- 10
Key agreements exist only in email, not rules or SPV documents.