Prospectus

• Section A. Information on the issuer
• Section B. Information on the asset management company
• Section C. Regulations
  Investment declaration
• Section D. Information on the announced issuance of Fund's shares
• Section E. Information on the legal entities, where the Fund owns more than 10% of their statutory fund (assets)
• Section F. Asset management company fee
• Section G. Information on expenses compensated from the Fund's assets
• Section H. List and results of previous issues
• Section I. Number of shares owned by the members of the Supervisory Board
• Section J. List of persons who own more than 5 % in the Fund's statutory Fund
• Section K. Information on the registrar
• Section L. Information on the Custodian
• Section M. Information on the securities trader
• Section N. Information on the auditor
  

PROSPECTUS
Open Joint Stock Company,
Closed-End Non-Diversified Corporate
Investment Fund
"Synergy-3"
(public offering)

Section A. Information on the issuer

1. Name:

Full - Open Joint Stock Company Closed-end Non-Diversified Corporate Investment Fund "Synergy-3";

Short - "Closed-end non-diversified corporate investment fund "Synergy-3", OJSC; (the "Fund").

2. Registration Code (ЄДРПОУ) - 33995855

3. Organizational and legal form - open joint stock company.

4. Location - 01021, 28 Instytuska St, Kyiv.

5. Tel/fax: (044) 246-73-50/585-41-28.

6. Registered as a legal entity by the Pechersk District State Administration in Kyiv on January 31, 2006.

7. Number and Date of state registration as a Fund (ЄДРІСІ) - №354, 14 April 2006.

8. Registration Code (ЄДРІСІ) - 132354.

9. Activity - collective investment aimed at getting profit from attraction of investors’ funds into securities of other issuers and corporate rights.

10. Objective - carrying out collective investment.

11. Registered and paid-up initial statutory fund - UAH 500,000 (five hundred thousand).

12. Termination date – 30 April 2009.

13. Date of the beginning of settlements with shareholders - no later than 31 July 2009.

14. Number of shareholders (as of 31 March 2006) - 2 (two).

15. Information on the Chairman and Fund's Supervisory Board:

16. Membership in associations - none.

17. List of founders holding over 5 per cent of the Fund’s statutory capital: “KINTO Invest” Ltd., Registration Code (ЄДРІСІ) - 32915716.

18. Information on the affiliated persons:

- “KINTO Invest” Ltd., Registration Code (ЄДРІСІ) – 32915716;

- Closed joint stock company “Ukrainian ecological insurance company”, Registration Code (ЄДРІСІ) – 30729278;

- Open joint stock company “Energy technologies”, Registration Code (ЄДРІСІ) – 30223172;

- Open joint stock company “Closed-End Non-Diversified Corporate Investment Fund “KINTO Capital”, Registration Code (ЄДРІСІ) – 32980900;

- Open joint stock company “Oksana Plus”, Registration Code (ЄДРІСІ) – 21561056;

- Open joint stock company “KINTO”, Registration Code (ЄДРІСІ) – 16461855;

- Ovcharenko Volodymir Viktorovich, Passport series CH №770983, Issued in Kiev on 16/04/98.,

Section B. Information on the asset management company

1. Name:

Full - "KINTO", Open Joint Stock Company;

Short - "KINTO", OJSC, ("Asset Management Company").

2. Registration Code (ЄДРПОУ) - 16461855.

3. Organizational and legal form - open joint stock company.

4. Location, address - 26 Lesya Ukrainka Bld., Kyiv.

5. Tel/fax: (044) 246-73-50/585-41-28.

6. E-mail: kinto@kinto.com.

7. Date and authority of state registration - registered by the Executive Committee of Pechersk Administration on 23 March, 1992, re-registered by Pechersk State Administration on 8 January, 2003.

8. Number and date of the license on ICI asset management - АА №020507, dated 27.01.06.

9. License term - until 27.01.11.

10. Information on the managers:

11. Asset Management Company also manages the assets of “Synergy-2” Fund (OJSC, Closed-end Non-Diversified Corporate Investment Fund), “Synergy Real Estate” Fund (OJSC, Closed-end Non-Diversified Corporate Investment Fund), “Synergy Bond” Fund (OJSC, Closed-end Non-Diversified Corporate Investment Fund), "Classical" Fund (Open-end Diversified Unit Investment Fund), "Dostatok" Fund (Interval Diversified Unit Investment Fund) and KINTO Capital" (OJSC, Closed-end Non-Diversified Corporate Investment Fund).

Section C. Regulations

Regulations
Open Joint Stock Company,
Closed-End Non-Diversified Corporate Investment Fund
"Synergy-3"

1. Information on the Corporate Investment Fund

1.1. Name of the Fund:

1.1.1. Full:

- In Ukrainian - Відкрите акціонерне товариство "Закритий недиверсифікований корпоративний інвестиційний фонд "Синергія-3";

- In Russian - Открытое акционерное общество "Закрытый недиверсифицированный корпоративный инвестиционный фонд "Синергия-3";

- In English - Open Joint Stock Company "Closed-End Non-Diversified Corporate Investment Fund "Synergy-3" ("the Fund").

1.2. Short:

- In Ukrainian – ВАТ “ЗНКІФ “Синергія-3”;

- In Russian – ОАО “ЗНКИФ “Синергия-3”;

- In English – OSJC “CNCIF “Synergy-3”.

1.2. Date and Number of the Fund's registration certificate as a legal entity – January 31, 2006, number of Fund’s registration – 1 070 102 0000 017332.

1.3. Registration Code (ЄДРПОУ) - 33301855.

1.4. Location - 2/1 Lysenka/Yaroslaviv Val St, Kyiv.

1.5. Term - 3 (three) years and 3 (three months) starting from the date of the Fund's state registration as a legal entity.

1.6. Initial Statutory fund - UAH 500,000 (five hundred thousand).

1.7. Total nominal value of the first issue - UAH 500,000 (five hundred thousand).

1.8. Number of shares first issued - 50 (fifty).

1.9. Nominal value of one share - UAH 10,000 (ten thousand).

1.10. Type of the share – nominal shares.

1.11. The form of share issue – documentary.

1.12. Date and number of the first issuance certificate - March 09, 2006, No 126/1/06.

2. Information on the Fund's founders

The Fund Founders are:

- "KINTO Invest Ltd.", location: Ukraine, 01034, 2/1 Lysenka/Yaroslaviv Val St, Kyiv, Registration Code (ЄДРПОУ) - 32915716;

- "Lakshmi, Ltd.", location: Ukraine, 04073, Kyiv, Moskovsky Av., 21-А, Registration Code (ЄДРПОУ) - 32979612.

3. Change of asset management company

3.1. The asset management company ("The Company") is changed in case of:

- Approval by the Fund's general shareholders meeting (“General meeting”) of the decision on the early termination of contract with the asset management Company ("Contract on asset management");

- Decision of the Company to terminate activity on collective investment institutions asset management;

- Termination or cancellation by the State Securities and Stock Market Commission ("the Commission") of the Company's license on professional stock market activity: collective investment institutions asset management;

- Company's liquidation.

3.2. In case the Company is changed, all operations required for termination of the Contract on asset management and fulfilment of obligations stipulated by the Contract on asset management should be implemented. When the Company is changed, all measures stipulated by current legislature and the Contract on asset management aimed at protecting the Fund's shareholders' (“Shareholder”) rights should be taken. In case the regulative acts of the Commission on the procedure on change of the Company on asset management come into force after the Regulations are approved, the change is implemented in keeping with the requirements of the given regulatory acts.

4. Change of the Fund's custodian

4.1. The Fund's custodian ("the Custodian") is changed in the case of:

- Approval by the General meeting of the decision on the early termination of contract with the Custodian servicing the Fund's assets;

- Decision of the Custodian to terminate the securities custodian depository activity;

- Termination or cancellation by the State Securities and Stock Market Commission ("the Commission") of the Custodian's license on professional stock market activity: securities custodian depository activity;

- Custodian's liquidation.

4.2. In the case of Custodian's change, all operations required for termination of the Contracts between the Fund and the Custodian and fulfilment of obligations stipulated by these Contracts should be implemented. When the Custodian is changed, all measures stipulated by current legislature and the above Contracts aimed at protecting the shareholders rights and timely transfer of assets to new custodian should be taken. In case the regulative acts of the Commission on the procedure of Custodian's change come into force after the Regulations are approved, the change is implemented in keeping with the requirements of the given regulatory acts.

5. The procedure on determination of the net asset value of the Fund and the Fund's shares placement (redemption) price.

5.1. The Fund's net asset value is determined according to the procedure stipulated by the "Regulations on determination of collective investment institutions net asset value" (unit and corporate investment funds) approved by the Decision of the State Securities and Stock Market Commission as of 2 July 2002, No. 201 ("Regulations"). In case the changes are made to this Regulation or in case the regulative acts on changes in the procedure of collective investment institutions net assets value determination are approved, the net value of the Fund's assets is determined according to the requirements of legislature in force and corresponding regulative documents.

5.2. The Fund's net asset value does not include the value of securities, the issuance registration of which has been cancelled in accordance with the procedure established by legislature.

5.3. Securities the circulation of which has been terminated are included in the Fund's net asset value calculation at the rate of 75% of their book value.

5.4. In calculating the Fund's net asset value, common shares are valued by the Company:

5.4.1. at the price of the last market transaction, if it simultaneously meets the following requirements:

5.4.1.1. the amount of this transaction made up at least UAH 5,000 (five thousand);

5.4.1.2. this transaction was made not more than 30 (thirty) calendar days before the day of valuation;

5.4.1.3. the total amount of market transactions during 30 (thirty) calendar days preceding the day of valuation makes up at least 10,000 (ten thousand) UAH;

5.4.2. at the price of the last book value- in other cases.

5.5 In calculating the Fund's net asset value, the fixed income securities are valued by the Company:

5.5.1. at the price of the last market transaction, if it simultaneously meets the following requirements:

5.5.1.1. this transaction is made on the day of valuation;

5.5.1.2. the amount of this transaction made up at least UAH 10,000 (ten thousand);

5.5.1.3. the total amount of market transactions during 30 (thirty) calendar days preceding the day of valuation makes up at least 100,000 (one hundred thousand) UAH;

5.5.2. in other cases - by the formula:

where:

V- Calculated value of the security;

С_j- Payment (coupon, depreciation , dividend etc) in period j;

N- Nominal or depreciated value of the security;

d_j- Number of days until the 1st, 2nd….k payment, from the date of calculation;

d_n- Number of days until the maturity (redemption) of the security;

y_M- Yield to maturity, or offer (issuer’s offer for redemption of bonds before maturity), if such offer exists. Such yield is calculated at the day of market transaction or including such security to the Fund’s assets (in case of absence of market transactions or if those do not meet the requirements mentioned in pp. 5.5.1.2. and 5.5.1.3. of this Regulation) by the formula:

where:

P – last market transaction price (if this transaction simultaneously meets the requirements stipulated in items 5.4.1.2. and 5.4.1.3. of the Regulation) or the price of purchase of the security (in case of absence of market transactions or if those do not meet the mentioned requirements);

C_i – payment (coupon, depreciation, dividend, etc) in period i;

d_i – number of days until the 1st, 2nd….n payment, from the date of calculation.

5.6. In calculating the Fund's net asset value, the calculated value of the money market instruments is calculated by the formula:

, where:

V – calculated value of the security;

P – purchase price of the security;

R – redemption price of the security;

d_i – number of days from the date of purchasing the security until the date of calculation;

d – number of days from the date of purchasing the security until the maturity (redemption) of the security

5.7. A market transaction is a transaction made on the organized market, and the price of which at the moment of its execution is between the highest bid and lowest ask registered on this market.

5.8. The Company calculates the net asset value of the Fund:

- before the decision of the Commission about recognition the Fund as such, that satisfies the demands about the minimum amount of assets – at the end of the last working day of the quarter and for presenting a report to Commission about the results of the placement of ICI securities

- after the decision of the Commission about recognition the Fund as such, that satisfies the demands about the minimum amount of assets – at the end of the working day prior to the day of receiving applications for the Fund‘s shares placement, quarterly and when the Fund is liquidated.

5.9. Until the Commission takes a decision about recognition the Fund as such, that satisfies the demands about the minimum amount of assets, the Company places the Fund’s shares at their nominal value.

5.10. After the Commission takes a decision about recognition the Fund as such, that satisfies the demands about the minimum amount of assets, the Company places and redeems the Fund’s shares at their calculated value but no less than their nominal value.

5.11. The calculated value of the Fund's shares is determined by the ratio of the Fund's total net asset value to the number of the Fund's shares outstanding on the date of calculation.

5.12. The value of the Fund's shares acquired by the investor (except for the case stipulated by item 5.9 of the Regulations) is determined by calculated value of the Fund's shares on the day the Investor submits application for acquiring the Fund' shares.

6. The procedure of determination the Company's fee and covering the expenses incurred by the Fund.

6.1. The Company receives the Fee equal to 2.5 (two and a half) percent of the Fund's net asset value per annum.

6.2. The Company 's Fee is accrued monthly in the amount of 1/12 of the annual fee determined in item 6.1 of the Regulations, and is paid out of the Fund’s assets monthly by advance payments by transferring the corresponding amount within 10 days after the end of the corresponding calendar month. The amount of the advance payments is calculated according to the procedure provisioned by regulatory acts of the Commission.

6.3. The Company's fee is adjusted annually at the end of the fiscal year according to the procedure provisioned by the regulatory acts of the Commission.

6.4. On the decision of the Fund's Supervisory Board, after completion of the Fund's term the Company can receive a bonus. Bonus is paid in case if the Fund’s received profit for the whole period of its activity exceeds expected profitability benchmark (Profitability benchmark), set up in the Fund’s Investment declaration, that is coerced in Addition 1. The amount of this bonus is 15 percent of the difference between actual profit, which Fund received for the whole period of its activity, and expected profit of the Fund, which it was supposed to receive next to its expected Profitability benchmark.

6.5. Other fees and bonuses paid from the Fund's assets:

- Fee to the Fund's custodian;

- Fee to the Fund's registrar;

- Fee to the Fund's auditor;

- Fee to securities traders;

- Operating expenses incurred in connection with the functioning of the Fund, including:
- Registration services (state duties and other similar services);
- Manufacturing of forms for the Fund's securities;
- Payment for banking services;
- Notary services;
- Depositary services;
- Payment for publications of the required information on the Fund's activities;
- Informational services (payment for acquiring information regarding the issuers in the securities of which the Fund has allocated or plans to allocate its assets; payment for other information required for collective investment);
- Rental payments;
- Advertising services associated with circulation of the Fund's securities;
- Expenses for servicing the Fund's participants and circulation of securities.

6.6. Expenses specified in item 6.5 of the Regulations may not exceed 5 (five) percent of the Fund's annual average net asset value during the fiscal year, calculated according to regulatory acts of the Commission.

6.7. The Company, from its own account, pays for other expenses and expenses exceeding the amount specified in item 6.6 of the Regulations.

7. The procedure of Fund's profit distribution.

7.1. During the Fund's term the profit received by the Fund is not distributed among the shareholders.7.2. No dividend will be accrued or paid out.

8. Procedure and terms of the shares redemption.

8.1. Shares are redeemable at the end of the term of the Fund at the calculated price based on the net asset value.

8.2. In case of liquidation shares are redeemable at the prices, which are the same for all shareholders, set up on the definite date based on the net asset value, unless directly and unambiguously stipulated otherwise by current legislature.

9. Investment targets

Investment targets are determined in the Fund's Investment Declaration, which is a constituent part to the Regulations (See: Investment Declaration, Attachment 1 to the Regulations).

10. Minimum value of contracts (agreements) involving the Fund's assets subject to approval by the Fund's Supervisory Board.

The contracts on the Fund's assets exceeding 25,000 (twenty five thousand) minimum wages at the date of signing the contract (or the equivalent in foreign currency) are subject to approval by the Fund's Supervisory Board.

Attachment 1 to the Regulations of the Open Joint Stock Company, Closed-End Non-Diversified Corporate Investment Fund "Synergy-3"

INVESTMENT DECLARATION
Open Joint Stock Company,
Closed-End Non-Diversified Corporate Investment
Fund "Synergy-3"

1. Full name of the Fund - Open Joint Stock Company, “Closed-End Non-Diversified Corporate Investment Fund "Synergy-3".

2. The Fund was founded according to the decision of the Open Joint Stock Company, Closed-End Non-Diversified Corporate Investment Fund "Synergy" Constituent Assembly meeting (Minutes No.1 dated January 24, 2006).

3. The objective of the Fund's activity is maximum appreciation of capital through medium-term investment in Ukrainian equities with growth potential higher than market average.

4. The Fund's assets may comprise:

- Securities of the Ukrainian issuers;

- Cash, including foreign currency;

- Other assets provisioned by current legislature of Ukraine.

5. The Fund asset structure should meet the following requirements:

- The securities value should constitute not less than 70 (seventy) percent of the Fund total assets value;

- The value of shares should constitute not less than 50 (fifty) percent of the Fund total asset value;

- The value of securities not quoted at a stock exchange or trading-informational system combined may not constitute more than 50 (fifty) percent of the Fund total assets value;

- The Fund may not purchase or additionally invest in the securities issued by any one issuer the amount to exceed 10 (ten) percent of the Fund's total assets value.

- Restrictions and prohibitions set by the current legislature for non-diversified corporate investment funds.

6. Restrictions stipulated by item 5 of the Investment declaration are implemented in 6 (six) months after the date of the Fund's registration in the Unified state register of collective investment institutions.

7. While making a decision on purchasing the shares, the Investor must consider the following risks:

- Economic risks, including general not favourable economic development, inflation, general low liquidity of the securities market in Ukraine;

- Negative changes in legislation, including changes in tax regulations (cancellation of tax benefits, etc);

- Introduction of state of emergency, nationalization procedure, expropriation, new regulative acts about banking activity, privatization and securities circulation (which change conditions of securities and/or money circulation), cancellation or abeyance of the Asset management company or custodian licence, military operations, natural disasters, acts of civil disobedience, mass rallies, strikes, lock-outs, limitations on cash payments and on cashless settlement, imposed by banks, actions of state and local powers, actions of any state officials, emergence of any other events and/or juridical facts, that substantially influence on profitability of operations on Ukrainian stock market;

- Special risks of the Fund as institutional investor, including risks connected with insufficient protection of the minority shareholders rights, limited access to the information on the companies the securities of which are included in the Fund's portfolio, the risk of a possible bankruptcy, nationalization or re-privatization of company the securities of which are in the Fund's portfolio;

- Man-caused and natural calamities.

8. Profitability benchmark (the hurdle rate) is established at the level National Bank of Ukraine Discount Rate.

Section D. Information on the announced issuance of Fund's shares

1. Decision on the issuance of the Fund's shares with the aim of collective investment was taken on 14 March 2006. (Minutes of the General Annual Meeting No.1).

2. Total nominal value of the Fund's shares to be placed – UAH 100,000,000 (one hundred million).

3. Total number of shares to be placed – 10,000 (ten thousand).

4. Nominal value of one share - UAH 10,000 (ten thousand).

5. Type of the shares – nominal shares.

6. Form of issue - documentary.

7. The Fund's shares are issued in one series А, numbers -51-10050.

8. The planned selling rate of Fund's shares:

- until the State Securities and Stock Market Commission (Commission) approves the report about the results of placement of the Fund’s securities (Report) – at the nominal value;

- on the Commission's approval of the Report - at the price of the Fund's net assets value calculated per one share in circulation, but not less than nominal value;

- the price at which the Fund's shares are placed can be increased only by the amount of the commission fee for the agent placing the shares.

9. The shares are sold at the address: Instytuska St., 28, Kyiv.

10. Date of the beginning of placement of the shares - 23/05/06.

11. Date of the end of placement of the shares - 23/05/07.

12. The procedure of shares placement and payment:

1. The placement of the Fund’s shares is done by the agent on placement and buy-back of shares (Agent). The information on the agent is in the section I of the Prospectus.

2. The person wishing to purchase the shares (Investor) at the above address submits application to purchase the shares of the Fund (Application).

3. The submitted application is irrevocable.

4. In the case of simultaneous submission of applications to purchase shares by the shareholder registered in the Register of shares owners prior to the placement of shares of this issue, and the shareholder who purchased the shares of this issue, or the person who is not a shareholder, the shareholder already registered in the Register of the Fund's shares owners prior to the placement of shares of this issue has the pre-emptive right, subject to the availability of shares; after this, the application by the shareholder who purchased shares of the Fund of this issue is satisfied, subject to the availability, or a person who is not the Fund's shareholder (subject to the availability).

5. Applications are accepted on the 9-th and 23-th day of each month during the period of Fund’s shares placement.

5. The investor must pay for the shares within the five working days from the day of submitting Application.

6. The investor should pay for the shares by direct payment to the cash desk of the issuer or by bank transfer at the Fund current account No.26506002467001 at OJSC CB "Nadra" in Kyiv, MFO 320003.

7. The Investor is registered in the Register of shares owners within seven days from the date of payment for shares.

13. The term, procedure and address of the place of dividend payment - the dividends are not accrued and paid.

14. The rights of the Fund's shares owners (Fund's shareholders):

- to take part in Fund's management by the procedure set up by the Fund's Charter and current legislation of Ukraine;

- to exit the Fund following the established order by means of alienation (including sale on the secondary market) of the Fund's shares;

- to receive information on the Fund's activity (the Fund must provide shareholder with the annual reports, reports on the Fund's activity, and Minutes of Annual Shareholders meetings at his request);

- to present, pledge, sell or by other not prohibited by current legislation of Ukraine way without any limitations alienate all shares of the Fund or part thereof;

- other rights stipulated by the Fund's Charter and current legislation of Ukraine.

15. If the Commission recognizes the issue of the Fund as such that has not taken place, the Fund must return to the investors the money, attracted by shares placement within the term set up by the current legislation. The renunciation of the Fund's shares issue is not allowed.

16. The Fund must not use money attracted from shares placement for covering losses.

Section E. Information on the legal entities, where the Fund owns more than 10% of their statutory fund (assets)

The Fund does not own assets exceeding 10 percent of the statutory fund of relevant legal entity.

Section F. Asset management company fee

The Company remuneration fee and bonuses, the procedure of its accrual and payment are specified in the Fund's Charter.

Section G. Information on expenses compensated from the Fund's assets

Expenses compensated at the expense of the Fund's assets are set up in the Fund's Regulations.

Section H. List and results of previous issues

With the aim of forming the initial statutory fund, the Fund issued 50 (fifty) common shares with the nominal value of UAH 10,000 (ten thousand) amounting UAH 500,000 (five hundred thousand) (Registration certificate No.126/1/06 issued by the State Securities and Stock Market Commission on 9 March 2006).

Section I. Number of shares owned by the members of the Supervisory Board

Members of the Supervisory Board do not own Fund's shares.

Section J. List of persons who own more than 5 % in the Fund's statutory Fund

1. “KINTO Invest”, Ltd. – 96%.

Section K. Information on the registrar

1. Name - "NOTADA", Ltd.

2. Code ЄДРПОУ - 19116308.

3. Location - Instytutska St., 28, Kyiv.

4. Telephone - (044) 246-73-51.

5. Series, number and date of issue of the License on the activity to register owners of ordinary shares - АБ №293291 dated 12.10.05.

6. Term of the License - until 12.10.10.

Section L. Information on the Custodian

1. Name – OJSC commercial bank “Nadra”.

2. Code ЄДРПОУ -20025456

3. Location – Artema St., 15, Kyiv

4. Telephone - (044) 2053011, 2464845.

5. Fax - (044) 2464842.

6. Series, number and date of issue of the License on the depository activity of the custodian - АA №770257 dated 28.07.04.

7. Term of the License - until 28.07.07.

Section M. Information on the securities trader

1. Name - "KINTO", Ltd".

2. Code ЄДРПОУ - 19263860.

3. Location - Instytutska St., 28, Kyiv

4. Telephone - (044) 246-37-31.

5. Series, number and date of issue of the License on securities issuance and circulation - АB №177171 dated 09.09.05.

6. Term of the License - until 09.09.10.

Section N. Information on the auditor

1. Name - Private auditing company "KONTO".

2. Code ЄДРПОУ - 22919063.

3. Location – Gor’kogo St., 122/72, Kyiv.

4. Telephone - (044) 247-48-72.

5. Number and date of issuance of the registration certificate - №0449 dated 30.03.01.

6. Term of the Certificate - 02.03.11.