Commercial Agreement with the USA: Structure and Terms of Cooperation within the Reconstruction Investment Fund

On July 11, during the fourth Ukraine Recovery Conference URC2025 in Rome, a workshop was held on “Unlocking Ukraine’s strategic resources: Critical Minerals and US-UA Investment Fund.”

Participants were presented with the main provisions of the commercial agreement, structure, and operating mechanisms of the Reconstruction Investment Fund, established under the recently signed Economic Partnership Agreement between the United States and Ukraine.

The event was attended by representatives of the Ministry of Economy of Ukraine, the United States International Development Finance Corporation (DFC), the Agency on Support Public-Private Partnership (PPP Agency), the Ministry of Environmental Protection and Natural Resources of Ukraine, as well as the think tank at the Kyiv School of Economics – KSE Institute, the European Bank for Reconstruction and Development (EBRD), the Directorate-General for Internal Market, Industry, Entrepreneurship and SMEs (DG GROW) of the European Commission, and others.

By agreement of the parties, the PPP Agency publishes the main provisions of the commercial agreement, which highlight the terms of cooperation between Ukraine and the United States in the creation and operation of the Reconstruction Investment Fund.

The Commercial Agreement between the USA and Ukraine outlines the legal status of the Fund, the parity management model, the sources and procedure for contributions from both states, profit reinvestment rules, transparent audit procedures, and security safeguards.

“The Commercial Agreement with the USA establishes an equal partnership: all key decisions are made jointly, and natural resources and state assets remain under Ukraine’s sovereign control. At the same time, a channel for large-scale American investments opens, which will accelerate economic modernization and introduce the most modern technologies,” said Oleksiy Sobolev, First Deputy Minister of Economy of Ukraine.

Partnership Structure

The Reconstruction Investment Fund is organized as a perpetual partnership in the State of Delaware between two parties:

• From the United States — U.S. International Development Finance Corporation (DFC), which provides initial cash capital, and DFC Ukraine Subsoil, LLC, a company created by DFC, manages the ongoing operations of the Fund.
• From Ukraine — The State Organization “Public-Private Partnership Promotion Agency,” authorized to represent Ukraine’s interests.

General Partner Management

The Governing Board consists of three Ukrainian and three American managers; strategic decisions are made unanimously. In total, four specialized committees operate within the Governing Board:

• Investment Committee (3 representatives from the USA and 2 from Ukraine) prepares projects, but two Ukrainian votes can stop a proposal.
• Administrative Committee (2 representatives from the USA and 2 from Ukraine) is responsible for daily operational activities with the right of “soft” vote balancing.
• Audit Committee (2 representatives from the USA and 2 from Ukraine) ensures financial control.
• Investment Search Committee (3 representatives from Ukraine and 2 from the USA) determines priority areas and forms the portfolio.

Capital Contributions

The Ukrainian contribution — 50% of royalties and license payments from special permits issued after May 23, 2025, and “dormant” special permits for areas where less than 1% of balanced reserves have been extracted and produced over the past 10 years; current profitable state budget revenues are not involved. The initial US contribution is provided through DFC; additional financial or military aid may also be credited as capital, while Ukraine has the right to mirror its share, maintaining balance.

Partnership Income

All profits of the Reconstruction Investment Fund for the first ten years are reinvested exclusively in Ukraine — in the extraction of critical materials, energy, port modernization, and logistics; payments to partners are possible only after 2035.

Royalties

The Fund receives half of the royalties from new special permits and “dormant” licenses; after the Fund ceases its operation, this right automatically terminates, and all income from these subsoil resources returns to the state in full.

Partnership Audit

An annual audit is conducted by the State Audit Service; the joint audit committee may involve international experts, and in case of disagreements regarding the assessment of military aid, the decision is made by an independent consultant agreed upon by both parties.

“For the first ten years, all profits remain in Ukraine, financing new productions and accelerating the technological development of strategic industries; this creates a powerful multiplier effect for business and minimizes capital outflow,” said Niko Gachechyladze, Director of the PPP Agency.

Background

The agreement on the creation of the Reconstruction Investment Fund was signed by Ukraine and the USA on April 30, 2025, in Washington. The agreement provides for attracting private and public investments in extractive, infrastructure, and innovative projects in Ukraine.