Official translation
REPUBLIC OF LITHUANIA
LAW ON COLLECTIVE INVESTMENT UNDERTAKINGS
4 July 2003 No. IX-1709
Vilnius
CHAPTER ONE
GENERAL PROVISIONS
Article 1. Purpose and Scope of the Law
1. This Law regulates management activities of collective investment undertakings and state supervision of the activities. The purpose of the Law is to ensure protection of interests of the unit trust/common fund co-owners and shareholders of investment companies with variable capital.
2. This Law seeks to bring the regulation of collective investment undertakings in line with the legal acts of the European Union specified in the Annex to this Law.
3. The Law shall apply to the services provided by collective investment undertakings, save for those whose units or shares are not the subject of a public issue in the Republic of Lithuania or European Union states or, based on the drawing up of their documents, are to be distributed to the public exclusively outside the European Union states.
4. The Law shall not apply to services provided to the State, the Bank of Lithuania, the ECB, central banks or institutions of the European Union states engaged in state debt management.
Article 2. Definitions
For the purposes of this Law:
1. "qualifying holdings" shall mean any direct or indirect holding in a management company which represents 1/10 or more of the capital or of the voting rights or which make it possible to exercise a significant influence over the management company. Qualifying holdings shall be calculated with a view to the votes to which the person is entitled under Article 16 of the Law on Securities Market;
5. "net assets" shall mean the difference between the value of assets of the unit trust/common fund (or investment company with variable capital) and long-term and short-term liabilities of the unit trust/common fund (or investment company with variable capital);
6. "index" shall mean a statistical indicator providing a representation of the changes in a certain market or its part;
7. "investment company with variable capital" shall mean a company whose shareholders have the right to request at any time that their shares be redeemed/re-purchased and the amount of whose capital varies depending on the issue and redemption/repurchase of shares;
8. "investment instruments" shall mean securities and investment instruments referred to in the Law on Securities Market, Article 3, paragraph 2 (2-6);
9. "unit trust/common fund" shall mean assets held by legal or natural persons by the right of common several ownership, the management whereof is delegated to the management company;
10. "unit" shall mean a security representing the right of the co-owner of the unit trust/common fund to a share in its assets;
12. "financial derivative instruments" shall mean investment instruments the value whereof is dependent on one or several investment instruments;
13. "collective investment undertaking" shall mean a unit trust/common fund or an investment company with variable capital:
1) the sole object for which it is constituted is collective investment of capital raised from the public (through public distribution of units or shares) in securities and/or other liquid financial assets specified in this Law and which operates on the principle of risk-spreading;
14. "participants in the collective investment undertaking" shall mean co-owners of the unit trust/common fund or shareholders of an investment company with variable capital;
18. "periodic report" shall mean a report addressed to investors and the public containing information on the major events of the reporting period;
19. "money market instruments" shall mean liquid debt instruments usually traded in on the money market, the value of which may be precisely defined at any time;
20. "initial capital" shall mean the minimum amount of own capital that the management company or an investment company with variable capital must accumulate;
21. "prospectus" shall mean a document intended for the investors and the public which presents key information about the securities offered for sale;
22. "collective investment undertaking of limited distribution" shall mean a collective investment undertaking the units or shares of which are offered for sale to the public in the Republic of Lithuania and may not be the subject of public distribution in the European Union states in the manner prescribed by this Law for the European Union states;
23. "instruments of incorporation" shall mean fund rules or articles of association of an investment company with variable capital;
24. "asset management" shall mean:
2) accounting services, responding to customer inquiries, valuation of net assets, regulatory compliance internal monitoring, maintenance of unit- or share-holder register, distribution of income, unit or share pricing, their issue and redemption/repurchase, contract settlements, keeping of record of the completed operations;
25. "foreign supervisory authority" shall mean an institution which in a foreign state performs functions similar to those of the Securities Commission in the sphere of licensing and supervision of management companies and collective investment undertakings;
26. "manager" shall mean the head of the company administration, deputy head of the administration, Board member;
27. "management company" shall mean any company the regular business of which is management of units trusts/common funds or of companies with variable capital;
28. "securities" shall mean:
Article 3. Prohibition to Engage without a Licence in the Activities of a Management Company or Company with Variable Capital
1. Only a private or a public company holding a licence for the activities of a management company issued by the Securities Commission shall have the right to engage in the management of unit trusts/common funds or investment companies with variable capital. A company holding such a licence shall be referred to as the management company. Only management companies shall have the right to use in its name and advertisements the words "unit trust/common fund management company", "management company of investment companies with variable capital" or other collocations or derivatives of the words.
2. Only a company holding a licence for the activities of an investment company with variable capital issued by the Securities Commission may engage in the activities of investment company with variable capital. Only investment companies with variable capital may use in their name the words "investicinė kintamojo kapitalo bendrovė" or the acronym IKKB. The words "akcinė bendrovė" or the acronym AB are optional in the name of an investment company with variable capital.
Article 4. Activities of Management Companies
1. A management company shall have the right to engage in the principal activities - management of unit trusts/common funds and companies with variable capital prescribed by this Law and to provide the following additional services if they are provided for in the licence issued to it and if it engages in the following principal activities:
2) management of investment portfolios of pension funds provided the company complies with the requirements laid down in the Law on Supplementary Voluntary Accumulation of Pensions and the Law on Accumulation of Pensions;
2. The management company shall have no right to provide additional services specified in paragraph 1 (4, 5) above, unless it is entitled to provide the services indicated in paragraph 1 (1, 2) above.
Article 5. Procedure for Granting Licences for the Activities of Management Company or Investment Company with Variable Capital
1. A company or a private company wishing to engage in the management company activities or a company wishing to operate as an investment company with variable capital shall file an application with the Securities Commission. The application shall be accompanied by the information about the company, its shareholders, members of management bodies, company’s programme of activities and activities development, initial capital and other documents, information and explanations specified in the licensing regulations approved by the Securities Commission.
2. The Securities Commission shall refuse to grant a licence if:
1) the application does not conform to the established requirements, the documents and information presented are incomplete or do not correspond to reality or the company’s programme of activities is not fully substantiated;
2) the initial capital of the management company or investment company with variable capital which has no management company is below the minimum amount set by the Securities Commission or other management company capital adequacy requirements are not complied with;
3) the holders of the qualifying holding in the company do not satisfy the requirements set by this Law or fail to provide information about its members, activities and financial position;
4) at least one of the company employees is an employee of the stock exchange, Securities Commission or the Central Securities Depository of Lithuania;
5) the company board members, the head of the administration or his deputies are not persons of good repute, do not possess the qualification or work experience specified by the Securities Commission;
6) members of the board of the company depository, the head of the administration or his deputies are not persons of good repute, do not possess the qualification or work experience prescribed by the Securities Commission;
8) a close link exists between the company and another person which may interfere with the Securities Commission carrying out effective supervision;
9) a close link exists between the company and a person from such a non-European Union state whose legal acts regulating the person's activities or difficulties in ensuring compliance with the above acts may interfere with the performance of effective supervision;
3. The Securities Commission shall notify the applicant of its consent or refusal to grant a licence within 6 months from the filing of all documents, information and explanations. The time limit for the consideration of the application shall be calculated from the date of filing of the last documents or information. Refusal to grant a licence shall be motivated in writing.
4. A licence may be granted only upon asking for the opinion of the foreign supervisory authority if:
1) the applicant is a subsidiary of the management company, intermediary of public trading in securities, credit institution or insurance company licensed in a European Union state;
2) the applicant is a subsidiary of the parent company controlling the management company, intermediary of public trading in securities, credit institution or insurance company licensed in a European Union state;
5. The Securities Commission shall notify the administrator of the register of legal persons of the granting or withdrawal of a licence and publish a notice to the effect in the supplement "Informaciniai praneðimai" to the publication "Valstybės žinios".
Article 6. Management of Management Companies and Investment Companies with Variable Capital
1. A board and administration shall be formed in the management company and in the investment company with variable capital, the management of whose assets has not been delegated to a management company.
2. Management bodies shall not be formed in the investment company with variable capital the management of whose assets has been delegated to a management company. The management company which has been delegated management of an investment company with variable capital shall be responsible for the performance of the functions specified in the Civil Code of the Republic of Lithuania, Article 2.82, paragraph 3.
Article 7. Articles of Association of the Investment Company with Variable Capital
1. In addition to the requirements established to the company's articles of association under the Law on Companies, the articles of association of the investment company with variable capital shall specify:
5) procedure of payment of dividends to the shareholders (periodicity of payments, the share of profit appropriated for dividends);
7) the structure of expenditure and principles of coverage thereof, the amount of the depository fee as well as the company's highest possible expenses;
2. The amount of the authorised capital and the number of shares need not be indicated in the articles of association. The maximum sum for which shares may be issued may be indicated therein. Nominal share value shall be indicated only provided the shares have nominal value.
3. The procedure of election and removal of the company administration head and management bodies shall be specified only provided that management is not delegated to a management company.
Article 8. Redeemable Shares of the Investment Company with Variable Capital
1. All shares of an investment company with variable capital must be only ordinary registered shares.
2. An investment company with variable capital shall be prohibited from issuing preference shares, irredeemable bonds or shares.
Article 9. Requirements Applicable to Activities and Prudential Requirements
1. A management company or an investment company with variable capital the management of assets whereof has not been delegated to a management company shall:
1) act honestly and fairly in the best interests of the participants in the collective investment undertaking and the integrity of the market;
4) seek to obtain from the client information about his financial position, investment experience and objectives he is pursuing by making use of the services provided by the company and also take into account whether or not the client is a professional investor;
6) try to avoid conflicts of interests and, when they cannot be avoided, ensure that the participants in the collective investment undertaking are treated fairly;
7) ensure that it has sound administrative and accounting procedures and that each transaction may be reconstructed according to the parties to it, its nature and the time and place at which it was effected and that the assets are invested according to the terms and conditions laid down in the instruments of incorporation and the legal provisions in force;
9) keep documents of the effected operations for at least 5 years from the date of completion of the operations, unless other legal acts provide for a longer time period of safe-keeping;
10) be structured and organised in such a way as to avoid conflict of interests between the managing company or investment company with variable capital and its clients, between one of its clients and another, between the participants in the collective investment undertaking and its clients or a conflict of interests between the participants in the collective investment undertaking;
2. A management company entitled to provide services provided for in Article 4, paragraph 1(1,2) may invest their client's funds into the unit trusts/common funds or investment companies with variable capital managed by them only upon receiving the client's prior consent.
Article 10. Right of Securities Commission to Establish the Procedure for Discharging the Duties of a Management Company or an Investment Company with Variable Capital
The Securities Commission shall establish:
3) the contents and procedure of publication of periodical reports, other reports, prospectuses, communications to the public and Securities Commission;
4) contents and procedure of presentation of reports on the liquidation of the investment company with variable capital and division of the unit trust/common fund;
6) the amount of initial capital and own funds (which may not be less than the amount prescribed by the European Union legislation), composition and payment procedure, the procedure and principles of initial capital and net assets calculation;
7) the procedure for measuring the risk to which a party to the transaction is exposed when checking compliance with diversification requirements;
Article 11. Right of the Management Company or Investment Company with Variable Capital to Delegate Part of its Functions to another Company
1. Seeking more efficient management, the management company or the investment company with variable capital the assets of which are not managed by a management company shall have the right to delegate part of its management functions to a company authorised to provide certain services and shall promptly notify the Securities Commission thereof.
2. Performance of a part of the management functions may be delegated only provided that :
1) this will not prevent the competent authorities from supervising the management company or investment company with variable capital and also that this will not harm the investors' interests;
2) the Securities Commission has concluded an agreement for the exchange of information with an appropriate supervisory authority of the non-European Union state in which a licensed management company is delegated a certain part of functions;
3) the managers of the management company or the investment company with variable capital may at any time monitor the activities of the mandated party;
4) the management company or the investment company with variable capital may at any time, where it is in the interests of the participants in the collective investment undertaking, give further instructions to the mandated party or withdraw the mandate;
5) the mandated party shall have the qualifications established by the Securities Commission and may perform the delegated functions;
3. The management company or the investment company with variable capital provided for in paragraph 1 above shall have no right to delegate its functions to third parties to the extent that it becomes a letter box entity. Delegation of part of the functions to the depository who has been entrusted for safe-keeping the assets of unit trusts/common funds or investment companies with variable capital that are managed by the said management company or to other parties whose interests may conflict with those of the management company, the investment company with variable capital or investors shall be prohibited.
Article 12. Acquisition of the Qualifying Holding in the Management Company
1. A person, wishing to acquire the qualifying holding in the management company or to increase the amount of shares held by him so that following that acquisition the proportion of voting rights or the proportion of the authorised capital held by him reaches the thresholds of 1/5, 1/3 or 1/2 or is sufficient for the company to become its subsidiary, must receive prior consent of the Securities Commission. Votes held by a person shall be calculated according to the procedure laid down in Article 16 of the Law on Securities Market.
2. The person referred to in paragraph 1 above shall file with the Securities Commission an application of the contents specified by the Securities Commission and the Securities Commission shall within 3 months from the receipt of the application notify the said person of its consent or refusal to grant authorisation for acquisition of the qualifying holding.
3. The Securities Commission shall refuse to authorise the acquisition of the qualifying holding if:
1) the natural person (in case of a legal person - managers and controlling persons) is not of sufficiently good repute;
2) the natural person is an employee of the stock exchange, Securities Commission or the depository which has been entrusted for safe-keeping the assets of the unit trusts/common funds, managed by the management company or assets of investment companies with variable capital;
3) the legal person has not provided information about its participants, activities or financial position;
4. Refusal to authorise acquisition of the qualifying holding must be substantiated in writing and shall be subject to appeal before the court. If the Securities Commission makes no objections to the acquisition of the qualifying holding, it shall set the deadline for implementing the intention.
5. The person shall also notify the Securities Commission before disposing of the shares held by it/him so that the proportion of voting rights or the proportion of the capital held by it/him falls bellow the thresholds of 1/5, 1/3 or 1/2 or to the extent that the management company is no longer its/his subsidiary.
6. Upon finding out about the acquisition or disposal of the qualifying holding which is above the thresholds set in this Article the company shall forthwith notify the Securities Commission thereof. Annual information about persons who own qualifying holdings and the amounts of such holdings shall be communicated to the Securities Commission according to the procedure established by it.
Article 13. Duty to Obtain Authorisation of the Securities Commission
1. Prior authorisation of the Securities Commission shall be required:
2. The Securities Commission may refuse authorisation only where this would be contrary to legal acts or prejudice the interests of the participants in the collective investment undertaking.
Article 14. Audit of the Management Company or Investment Company with Variable Capital
The requirements set in the Law on Audit and the Law on Financial Institutions shall be applicable with respect to the management company or the investment company with variable capital.
Article 15. Prohibition to Transfer the Assets Constituting the Unit Trust/Investment Fund or Owned by the Investment Company with Variable Capital
1. The assets of the unit trust/common fund or of investment company with variable capital may not be transferred to the management company which manages the assets, the manager of such company, members of the board, supervisory board or company employees (their spouses included). The unit trust/common fund or the investment company with variable capital shall also be prohibited from acquiring assets of the persons provided for hereinabove.
2. The prohibitions provided for in paragraph 1 above for the investment company with variable capital shall also apply to its manager, members of the board, supervisory board or employees.
3. The assets of the unit trust/common fund or the investment company with variable capital may not be lent, pledged or given as guarantee or surety to secure other persons liabilities. The above shall not prohibit acquisition of not fully-paid securities, money market instruments, or other financial instruments referred to in Article 36, paragraph 1, subparagraphs 5, 7 or 8.
4. Transactions for the sale of securities, money market instruments or other investment instruments which the unit trust/common fund or investment company with variable capital does not hold may not be concluded on their accounts.
5. An investment company with variable capital or the management company which manages the assets of a unit trust/common fund may not borrow except for loans with a duration of 3 months in the amount of up to 10% of its net assets taken for maintaining the liquidity. This does not signify prohibition to acquire foreign currency by means of a "back-to-back" loans for purchasing securities or money market instruments where the lender has the right to offset claims against the pledged collateral by being made an equivalent loan in foreign currency.
Article 16. Asset Management Agreement
1. An asset management agreement concluded by the investment company with the investment company with variable capital shall provide for the following:
5) information which the management company will furnish to the investment company with variable capital;
Article 17. Approval of the Agreement with the Management Company and the Depository
1. The agreement on the management of assets of the investment company with variable capital and the agreement with the depository shall be subject to approval by the general meeting of the investment company with variable capital. The meeting may make such a decision by an at least 2/3 majority of those present at the meeting. The company’s articles of association may require a larger majority for making such a decision.
Article 18. Measures Involving Penalties Applicable to Management Companies or Investment Companies with Variable Capital
The Securities Commission shall have the right to take the following measures against the management companies or the investment companies with variable capital:
1) warning about shortcomings and violations of their activities and setting a deadline for their elimination;
5) prohibition of purchasing of securities or money market instruments for a not longer than 3- month period;
Article 19. Reasons for the Application of Measures Involving Penalties
1. Measures prescribed by this Law may be applied where any of the following violations has been committed:
1) the management company or the investment company with variable capital has submitted incorrect information to the Securities Commission;
2) the Securities Commission has not been provided with the information or the documents necessary for supervision;
3) the management company or the company with variable capital no longer meets the requirements based whereon the licence has been granted;
4) the laws or other legal acts of the Republic of Lithuania have been grossly or systematically violated;
2. The choice of a measure shall depend on the character of the violation for which it is applied, the impact of the violation and the application of the measure on the company and security of the financial system. The issue of application of a measure shall be considered following prior notification of the management company or the investment company with variable capital thereof and provided that it has been given a possibility to present explanations. Failure of a representative to attend the hearing or to present explanations shall not prevent adoption of a decision concerning the application of measures involving penalties.
3. A decision to apply measures involving penalties may be taken provided that no more than 2 years have passed from the date when the violation was committed, while in cases of a continuing violation – no more than 2 years have passed from the date of the commission of the final acts.
Article 20. Temporary Representative for Supervision of Activities
1. In cases of urgency, where there is evidence of violations of legal acts, in order to protect the investors' assets from depreciation or any other loss, the Securities Commission shall have the right to appoint its temporary representative for the supervision of the activities of the management company or the investment company with variable capital in question. An employee of the Securities Commission may be appointed temporary representative.
2. The managers of the management company or the investment company with variable capital must obtain consent of the temporary representative for the supervision of the activities for each decision relating to the company activities. The actions of the temporary representative may be subject to appeal according to the procedure laid down in the Law on Administrative Proceedings.
Article 21. Withdrawal of a Licence
1. The Securities Commission shall have the right to withdraw the licence of the management company or the investment company with variable capital where:
1) such a measure is applied to the company in accordance with the procedure established in this Law;
Article 22. Specifics of Bankruptcy Process of the Management Company or the Investment Company with Variable Capital
1. Bankruptcy process of the management company or the investment company with variable capital may only be conducted in court.
2. The Securities Commission shall have the right to file with the court a petition for the institution of bankruptcy proceedings against the management company or the investment company with variable capital.
3. Having received from the Securities Commission a petition for the institution of bankruptcy proceedings the court shall on the same day freeze the bank accounts of the management company and the investment company with variable capital and prohibit them from disposing of securities.
Article 23. Liquidation of an Investment Company with Variable Capital
1. The sale and redemption/repurchase of shares of the investment company with variable capital shall be terminated as from the moment of making of the decision to liquidate the company.
2. The assets of the company in liquidation shall be sold following the procedure laid down by the Securities Commission and the settlement with shareholders shall be made in cash.
Article 24. Constituting a Unit Trust/Common Fund
1. The fund rules shall be approved by the decision of the management company. The management company may start collecting investors' funds into the unit trust/common fund only after the Securities Commission approves the fund rules and the simplified and full prospectuses.
2. The board's decision regarding the constitution of the unit trust/common fund shall indicate:
Article 25. Fund Rules
The fund rules shall determine the relations between the management company and the participants in the unit trust/common fund. The rules shall indicate the following:
3) investment strategy of the unit trust/common fund, investment restrictions and specialisation in the geographical area or industry branch;
5) rights and duties of a management company in the management of the unit trust/common fund, transactions that the management company may enter into and carry out for the account and in the interests of the unit trust/common fund;
6) the methodology for assessing the fee payable to the management company, the depository and the distributor as well as the amount of the fee and the procedure of its payment;
7) finite list and methods for calculating other expenses covered with the unit trust/common fund resources;
Article 26. Rights of a Unit Trust/Common Fund Members
A unit trust/common fund member shall have the following rights:
2) to receive a portion of income of the unit trust/common fund according to the procedure prescribed by this Law and the fund rules;
Article 27. Fee and other Expenses to be Paid out of the Unit Trust's/Common Fund's Assets
1. The fees to the management company for the management of the unit trust/common fund, the depository for the depository's services and other expenses relating to the unit trust/common fund shall be paid out of the unit trust's/common
fund's assets.
2. Only the expenses relating to the management of the unit trust/common fund which are provided for in the fund rules may be paid out of the unit trust/common fund assets. The total amount of the expenses may not be above the maximum level of the unit trust's/common fund's expenses provided for the fund's rules. All other expenses that are not provided for in the fund's rules or that are above the established maximum level of expenses shall be paid out the management company's assets.
Article 28. Distribution of Profit of a Unit Trust/Common Fund
1. The members of a unit trust/common fund shall be paid dividends (payments in cash) only if this is provided for in the fund rules. The fund rules shall also provide for the periodicity of the above payments, the share of profit that will be allocated for the payments and the payment procedure.
Article 29. Expiry of the Management Company' Right to Manage a Unit Trust/Common Fund
The management company's right to manage the unit trust/common fund shall expire:
Article 30. Distribution of the Unit Trust/Common Fund
2. Upon the passing of a decision regarding the said distribution, redemption/repurchase and trading of units shall be terminated.
3. Should it transpire in the course of the distribution that the unit trust/common fund is not sufficient to meet the obligations assumed for its account, the unfulfilled obligations shall be met by the management company.
4. After the creditors' claims have been met, the money received from the sale of assets constituting the unit trust/common fund shall be distributed among the co-owners of the unit trust/common fund in proportion to their shares.
CHAPTER FOUR
DEPOSITORY
Article 31. Duty to Transfer Assets to the Depository
1. The assets of the collective investment undertaking shall be entrusted to a depository for safekeeping. The depository shall be a commercial bank which has a registered office or a branch in the Republic of Lithuania and which is entitled to provide investment services, the Central Securities Depository of Lithuania or central securities depositories of the European Union states, provided they are entitled to engage in safekeeping of monetary resources.
Article 32. Duties of the Depository
1. The depository shall act for the benefit of the members of the collective investment undertaking and:
1) ensure that the sale, issue, repurchase, redemption, and cancellation of units and shares is carried out in accordance with the requirements of legal acts and instruments of incorporation;
2) ensure that the value of units or shares is calculated in accordance with the requirements of legal acts and instruments of incorporation;
3) carry out the instructions of the management company or the investment company with variable capital, unless they conflict with legal acts and instruments of incorporation;
4) ensure that in transactions involving a unit trust's/common fund's assets any consideration is remitted to the fund's account or to the investment company with variable capital within the usual time limits;
2. The depository must notify the Securities Commission and the supervisory board or board of the management company or the investment company with variable capital of all the violations of legal acts or instruments of incorporation that come to its notice.
Article 33. Delegation of Management Functions to the Depository
If the right of a management company to manage a collective undertaking expires and the management functions have not been delegated to another management company, they shall temporarily be taken over by the depository of the collective investment undertaking. The management company shall notify the depository of the expiry of the right to manage the assets. In such a case the depository shall have all the rights and duties of the management company unless otherwise provided for under the law or instruments of incorporation. The depository shall delegate management functions to another management company within 3 months from the taking over of the management functions. The collective investment undertaking that has not been transferred to another management company within a 3-month period shall be liquidated (distributed).
Article 34. Separation of a Management Company or an Investment Company with Variable Capital from the Depository
1. A depository may not at the same time engage in the activities of both the management company and the investment company with variable capital, except in the case established in Article 33 of this Law.
2. The head of administration of the management company or the investment company with variable capital, a board member or its staff member may not be the manager, board member or staff member of the board of the depository which has in its safekeeping the assets of the unit trust/common fund (investment company with variable capital) managed by the said company, if the functions of manager, board member or member of the board staff are directly linked to the activities of the depository.
3. The manager, board members, supervisory board members or staff, whose functions are directly linked to the activities of the depository may constitute not more than 1/4 of the supervisory board members of the management company (investment company with variable capital) which manages the unit trust/common fund.
Article 35. Replacement of the Depository
1. The depository may be replaced by the management company or the investment company with variable capital only subject to the approval by the Securities Commission.
2. In case of the depository's non-compliance with the requirements of the law, non-fulfilment of its obligations or improper fulfilment thereof, the Securities Commission, seeking to ensure the rights of the participants in the collective investment undertaking, shall have the right to instruct the management company or the investment company with variable capital to terminate the contract and replace the depository.
Article 36. Objects of Investment
1. The assets of a collective investment undertaking may be comprised only of:
1) securities or money market instruments that are traded in on the markets considered as regulated markets and operating in the Republic of Lithuania or a European Union state;
2) securities or money market instruments that are traded in on another regulated market situated in the Republic of Lithuania or a European Union state which operates under the prescribed rules, has been recognised and is accessible to the public;
3) securities or money market instruments that are listed on the stock exchange of another state (except for European Union states) or which are traded in on the regulated market situated there, which is operating under the prescribed rules, has been recognised and is accessible to the public, provided that the stock exchange or the market is indicated in the instruments of incorporation;
4) issued new securities where the conditions of issue provide for a commitment to admit the securities to the official listing of the stock market or the trading list of the regulated market and if the said securities will be listed within a year's period from the date of issue (if the stock exchange or market is situated in the country specified in paragraph 3 above, it must be indicated in the instruments of incorporation);
6) fixed-term deposits with credit institutions maturing in no more than 12 months which may be withdrawn on demand provided that the credit institution has its registered office in the Republic of Lithuania, a European Union state or any other state where it is subject to prudential rules equivalent to those laid down in the EU;
2. Investment in money market instruments that are not dealt in on regulated markets shall be authorised only provided that the issue or issuer of such instruments is itself regulated for the purpose of protecting investors and savings and provided that these instruments:
1) are issued or guaranteed by a central, regional or local authority or central bank of a European Union state, the European Central Bank, the European Union or the European Investment Bank, a non-European Union State or, in the case of a federal state, by one of the members making up the federation, or by a public international body to which one or more European Union states belong;
2) are issued by an undertaking any securities of which are dealt in on regulated markets referred to in subparagraphs 1-3 of paragraph 1 of this Article;
3) are issued or guaranteed by an undertaking subject to prudential supervision, in accordance with criteria defined by the European Union law or according to prudential rules which are as stringent as those, laid down in the European Union;
4) are issued by a company belonging to the category approved by the Securities Commission, whose capital and reserves amount to at least EUR 10 million and which publishes and presents its annual consolidated accounts and is dedicated to the financing of the group of companies which includes at least one listed company or is an entity financing securitisation vehicles which benefit from a banking liquidity line, whereas the level of protection for investors is equivalent to that referred to in subparagraphs 1-3.
3. An investment company with variable capital may acquire movable and immovable property which is essential for the direct pursuit of its business.
4. No more than 10% of net assets may be invested in securities and money market instruments that are not referred to in paragraph 1 above.
Article 37. Investment Portfolio Diversification
1. No more than 5% of net assets of a collective investment undertaking may be invested in securities or money market instruments issued by the same body, except in cases indicated in paragraphs 2, 5 and 6 of this Article.
2. The total value of securities of money market instruments held by a collective investment undertaking in the same issuing body may be more than 5% but no more than 10% of its net assets provided that the total value of such investments does not exceed 40% of the value of its net assets (this limitation does not apply to financial derivative instruments dealt in over-the-counter, provided the issuer of such instruments is subject to supervision by the supervisory authority).
3. Investments made by a collective investment undertaking in deposits with a single credit institution may not be in excess of 20% of its net assets.
4. Investments in securities or money market instruments issued by the same body or in deposits or liabilities arising from transactions with derivative instruments undertaken with the same body shall under no circumstances exceed 20 % of net assets of the collective investment undertaking.
5. Investments in securities or money market instruments of a central or local authority of the Republic of Lithuania, a European Union state, other states or public or international bodies to which one or more European Union states belong, issued or guaranteed by a single body, shall not exceed in total 35% of net assets of the collective investment undertaking. The Securities Commission may authorise investment of a larger share of net assets in the securities or money market instruments referred to hereabove, provided that the interests of the investors are adequately protected, investments are made in securities or money market instruments of no less than 6 issues, whereas investment in securities or money market instruments of a single issue does not exceed 30% of net assets.
6. Investments in bonds issued by a credit institution which has its registered office in a European Union state and is subject by law to special public supervision designated to protect bond-holders, while sums deriving from the issue of these bonds must be invested in assets which, during the whole period of validity of these bonds, are capable of covering claims attaching to the bonds and which, in the event of failure of the issuer, would be used on a priority basis for the reimbursement of the principal and payment of the accrued interest may not exceed 25% of the net assets of the collective investment undertaking. When more than 5% of net assets is invested in the bonds issued by one issuer, the total value of these investments may not exceed 80% of the value of net assets.
7. The securities and money market instruments referred to in paragraphs 5 and 6 of this Article shall not be taken into account for the purpose of applying the limit of 40 % referred to in paragraph 2 above. The limits provided for in paragraphs 1 -6 above may not be combined, and thus investments in securities and money market instruments issued by the same body or in deposits or derivative instruments made with this body shall under no circumstances exceed in total 35% of the net assets of the collective investment undertaking.
Article 36. Prohibition to Acquire Significant Influence over the Issuing Body
1. Shares held by the management company or the investment company with variable capital in an issuing body together with the shares in the issuing body held by the managed collective investment undertakings may not carry over 1/10 of the voting rights at the issuer's general meeting.
2. A collective investment undertaking may acquire no more than
3. The prohibitions laid down in subparagraphs 2, 3 and 4 of paragraph 2 above may be disregarded if at the time of acquisition the gross amount of the debt securities and money market instruments cannot be calculated.
Article 39. Peculiarities of an Index Fund or an Index Investment Company with Variable Capital
1. An index fund or an index investment company with variable capital shall be a unit trust/common fund or an investment company with variable capital, whose instruments of incorporation provide for an investment strategy the aim of which is to replicate the composition of a certain stock or debt securities index recognised by the Securities Commission. The Securities Commission shall have the right to recognise the indexes only on the following basis:
2. A maximum of 20% of net assets of an index fund or an investment company with variable capital may be invested in shares or debt securities issued by the same body. With the consent of the Securities Commission, where that proves to be justified by exceptional market conditions in regulated markets where a single issuer is dominant, the limit laid down above for investment in its shares or debt instruments may be raised to a maximum of 35% of net assets.
Article 40. Investment in other Collective Investment Undertakings
1. Investment in the units or shares of collective investment undertakings shall be allowed only provided that the undertakings comply with the following requirements:
1) the undertakings have been licensed in the Republic of Lithuania or in any other state where they are subject to supervision equivalent to that prescribed in the European Union, whereas the Securities Commission is co-operating with an appropriate foreign supervisory authority;
2) the level of protection for the rights of the members of the collective investment undertakings, including the rules on asset segregation, borrowing, lending and gratuitous transfer of assets is equivalent to that laid down under this Law;
3) the business of the collective investment undertakings is reported in half-yearly and annual reports to enable an assessment to be made of the assets and liabilities, income and operations over the reporting period;
2. No more than 10 % of the collective investment undertakings' net assets may be invested in each of the undertakings referred to in paragraph 1 above. No more than 30% of net assets may be invested in aggregate in units of limited distribution of collective investment undertakings and other collective investment undertakings that are not regulated under this Law.
3. A close link shall be deemed to exist between collective investment undertakings if they are managed by the same management company or such management companies in which more than a half of management body members are the same persons or which are controlled by the same person or one of which holds more than 10% of votes at the other management company's general meeting. Units or shares of collective investment undertakings which are linked by close links may be acquired only for net assets value.
Article 41. Investment in Financial Derivative Instruments
1. Investment shall be authorised only in financial derivative instruments (including equivalent cash-settled instruments) which meet the following conditions:
1) they are dealt in on a regulated market referred to in Article 36, paragraph 1, subparagraphs 1-3 or dealt in over-the-counter;
2) they are linked to the investment instruments referred to in Article 36 (1), financial indices, interest rates, foreign exchange rates or currencies, in which the collective investment undertaking has the right to invest as stated in the instruments of incorporation;
3) the counterparties to the OTC derivative transactions conform to the criteria laid down by the Securities Commission and are subject to supervision by the supervision authority;
2. The management company or the investment company with variable capital must
1) employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio;
2) employ a process for accurate and independent assessment of the risk of OTC derivative instruments;
3) communicate to the Securities Commission regularly and in accordance with the detailed rules it defined the types of derivative instruments, the underlying risks, the quantitative limits and the methods chosen to estimate the risks associated with transactions in derivative instruments regarding their managed collective investment undertakings.
3. The Securities Commission shall lay down the procedure following which a management company or an investment company with variable capital shall be entitled to employ techniques and instruments relating to securities or money market instruments provided that such techniques and instruments are used for efficient portfolio management.
Under no circumstances shall the use of such techniques or instruments mean authorisation to diverge from investment objectives as laid down in the instruments of incorporation.
4. A collective investment undertaking shall ensure that its global exposure relating to derivative instruments does not exceed the total value of its net assets. The exposure shall be calculated taking into account the current value of the derivative instrument, the counterparty risk, future market movements and the time available to liquidate the positions and the circumstance that the security or money market instrument embeds the financial derivative instrument. A collective investment undertaking may invest in financial derivative instruments to a maximum of 35% of its net assets, provided that the total value of these investments does not exceed the limit laid down in Article 37. When calculating compliance with the limit laid down in Article 37, investment in index-based derivative instruments shall not be combined to the limits.
Article 42. Informing about Investment Policy
1. The prospectus and any other promotional literature of a collective investment undertaking shall include a prominent statement drawing attention to the investment policy when:
1) the collective investment undertaking invests principally in any category of assets other than securities or money market instruments or where investment policy is index-based;
2. Upon request of an investor, the management company or the investment company with variable capital must also provide supplementary information relating to the quantitative limits that apply in the risk management of the collective investment undertaking, to the methods chosen to this end and to the recent evolution of the main instrument categories’ risks.
Article 43. Temporary Derogation from Investment Rules
1. A collective investment undertaking may derogate from the investment limits laid down in this Chapter when it exercises pre-emptive rights attaching to the securities or money market instruments held by it. In such cases as well as when the provisions of the investment rules are violated due to reasons beyond the control of a management company or an investment company with variable capital, the derogation must be eliminated without delay within 6 months.
Article 44. Sale of Units or Shares
1. An investor shall acquire units or shares by concluding a simple written contract with the management company or the investment company with variable capital.
Article 45. Price of Units or Shares
1. The price of units or shares shall be the quotient of the net assets value and the total number of units or shares in circulation.
2. An amount corresponding to the costs of sale (redemption/repurchase) may be added to the amount of the price referred to in paragraph 1 above (if provided for in the instruments of incorporation) only provided that the net assets value has not been reduced by the said amount. The share (unit) redemption/repurchase price may be reduced by the costs of redemption/repurchase only provided that the net assets value has not been reduced and the selling price has not been increased by the costs.
Article 46. Valuation of Net Assets
Net assets valuation shall be carried out taking into account the market price of the collective investment undertaking's assets and based on the principles of net assets valuation laid down in the legal acts on the Securities Commission as well as the rules for the net assets valuation set forth in the documents of incorporation.
Article 47. Redemption/Repurchase of Units or Shares
The management company or the investment company with variable capital shall upon the request of a participants in the collective investment undertaking redeem/repurchase his units or shares at the price valid on the day of filing of the request. Settlement for the redeemed/repurchased units or shares must be effected within 7 days from the request for redemption/repurchase.
Article 48. Suspension of Redemption/Repurchase of Units or Shares
1. The right to suspend redemption/repurchase of units or shares shall be vested in the management company, the investment company with variable capital and the Securities Commission.
3. Redemption/repurchase may be suspended if:
1) suspension is justified seeking to safeguard the interests of the unit- or share-holders in case of possible insolvency of the collective investment undertaking or fall in the redemption/repurchase price because of unfavourable market conditions or fall in the value of investment portfolio;
2) the available amount of money is not sufficient to pay for the units or shares being redeemed/repurchased, while the sale of the available shares would result in a loss;
4. The following shall be prohibited from the moment the decision is made to suspend redemption/repurchase of units or shares:
5. A notice of the suspension of redemption/repurchase shall be without delay communicated to the persons who are intermediaries in the process of redemption/repurchase and to the Securities Commission, and in case units or shares are marketed in foreign states - to foreign supervisory authorities as well; a notice to the effect must also be made in the media.
Article 49. Resumption of Redemption/Repurchase
1. Where the decision to suspend redemption/repurchase has been made by the Securities Commission, the right to resume redemption/repurchase shall be vested only in the Securities Commission or the court upon its reversal of the decision. In other cases the right shall also be vested in the management company or the investment company with variable capital.
Article 50. Specificity of Distribution of Shares of Investment Companies with Variable Capital
1. The provisions of the Law on Companies regulating subscription and payment for company shares shall not be applicable with respect to the sale of shares of investment companies with variable capital. The issue of securities of the said companies shall not be registered with the Securities Commission. Distribution shall be authorised upon receipt of the licence and authorisation for distribution of securities.
2. Shares of an investment company with variable capital may be distributed for an indefinite period. The amount of share issue shall not be limited, except where the articles of association specify the largest amount of capital that may be issued in shares.
3. An investment company with variable capital shall have no right to sell its shares by instalment or to defer payment for them.
CHAPTER SEVEN
INFORMATION TO BE COMMUNICATED TO THE PUBLIC
BY THE MANAGEMENT COMPANY OR INVESTMENT
COMPANY WITH VARIABLE CAPITAL
Article 51. Duty to Draw up Prospectuses and Periodical Reports
An investment company with variable capital and a management company (for each unit trust/common fund it manages) must publish:
Article 52. Contents of Prospectuses and Periodical Reports
1. A full and a simplified prospectus must include the information necessary for investors to be able to make an informed judgement for the investment proposed to them and the associated risks. A full prospectus shall explicitly indicate the risk profile.
2. A simplified prospectus should be designed to be investor friendly and should present a source of valuable information for the average investor. A simplified prospectus of a unit trust's/common fund's management company licensed in the European Union state or of an investment company with variable capital, translated into the Lithuanian language, may be used in the Republic of Lithuania as promotional material not requiring any additional information.
3. The annual report must include a financial statement, a report on the activities of the financial year and other information which will enable investors to make an informed judgement on the development of the activities of the collective investment undertaking and its results. Where an interim dividend is paid, related information must be included in the half-yearly report.
4. The instruments of incorporation shall form an integral part of the prospectus and shall be annexed thereto. The instruments of incorporation need not be annexed to the prospectus provided that the participants in the collective investment undertaking are informed that on their request they will be sent those documents or will be apprised where in the territory of the Republic of Lithuania they may consult them.
5. Should there be any changes in the information published in a simplified or full prospectus the prospectuses shall be amended within 7 days from the occurrence of the changes. The amendments shall be published in the annexes specifying the subject of change and clearly deleting incorrect information in the old prospectus or offering a new prospectus.
6. The accounting information given in the annual report must be audited. The auditor's opinion, including any qualifications, shall be reproduced in full in the annual report. The auditor's report shall specify whether the net assets valuation has been made, whether the assets have been invested in compliance with the instruments of incorporation and shall list all breaches of this Law and other legal acts.
Article 53. Publication of a Prospectus and Periodical Reports
1. Annual and half-yearly reports shall be published and submitted to the Securities Commission within the following time limits with effect from the end of the periods to which they relate:
2. A copy of the simplified prospectus must be offered to the subscribers of units or shares free of charge before the conclusion of a contract. Copies of a full prospectus, the newest annual reports and subsequent half-yearly reports must be supplied to subscribers for units or shares free of charge on request.
3. The annual and half-yearly reports shall be supplied to the participants in the collective investment undertaking free of charge on request.
Article 54. Publication of the Price
A management company or an investment company with variable capital shall make public in the manner set forth in the instruments of incorporation the sale, redemption/ re-purchase price of its units or shares every time it sells, redeems/re-purchases them, and at least twice a month. With the consent of the Securities Commission, however, the frequency may be reduced to once a month on condition that such derogation does not prejudice the interests of the investors.
Article 55. Requirements to Public Offering
All publicity comprising an invitation to purchase units or shares must indicate that a prospectus exists and the places where it may be obtained or accessed by the public. Only the information given in the prospectuses and regular reports shall be used for the purpose of promotion.
CHAPTER EIGHT
ACTIVITIES IN FOREIGN STATES OF MANAGEMENT COMPANIES AND INVESTMENT COMPANIES WITH VARIABLE CAPITAL,
LICENSED IN THE REPUBLIC OF LITHUANIA
Article 56. The Right of the Management Companies of the Republic of Lithuania to Provide Services in Foreign States
1. This Article lays down the requirements to be complied with by a management company establishing an branch in a European Union state or providing services in such a state without establishing an branch. In a non-European Union state the management company shall have the right to establish a branch or to provide services without establishing a branch according to the procedure laid down in this Article on condition that the agreements between the Securities Commission and the foreign supervisory authority suffice to ensure adequate supervision of activities and furnishing of information. In case the management company has at least one branch in a foreign state, the procedure laid down in this Article shall not be applied for the establishment of its other branches in that state.
2. Before establishing an branch in a foreign state the management company must communicate a notice thereof to the Securities Commission, attaching to the notice its programme of activity, specifying the types of business and planned services, the proposed structure of the branch, the contact point for applying for documents and the full names of the branch managers.
3. The Securities Commission shall within 3 months communicate the information specified in paragraph 2 above to the foreign supervisory authority, appending thereto information regarding the insurance of liabilities to investors scheme. The Securities Commission shall have the right not to grant authorisation for the establishment of a branch and to refuse within 2 months to communicate the specified information only in case the structure of the proposed branch or the company's financial condition does not meet the requirements for the performance of such activities laid down by the Securities Commission. The management company must be notified of the communication of information or refusal to communicate it.
4. Wishing to provide services in a foreign state without establishing a branch, the management company must notify the Securities Commission thereof, specifying the foreign state. The company must also append to the notice its programme of activity. The Securities Commission shall also be communicated such a notice in the case where the distribution of units or shares is planned to be effected through intermediaries. The Securities Commission shall within one month communicate the notice to the foreign supervisory authority with the information regarding the liabilities to investors insurance scheme attached and notify the management company thereof.
5. Should the content of the information communicated by the management company together with the notice of the establishment of a branch be amended, the management company shall give notice of the amendment to the Securities Commission and the foreign supervisory authority at least one month in advance. In such case, where there are reasons provided for in paragraph 3 above, the Securities Commission shall instruct to cease the activities of the branch. The Securities Commission shall notify the foreign supervisory authority of any changes in the liabilities to investor insurance scheme or changes in other communicated information. Should there be any changes in the programme of activity of a company providing services without having established a branch, it must give an advance notice thereof to the Securities Commission and foreign supervisory authority.
Article 57. Supervision of Activities Abroad of Management Companies of the Republic of Lithuania
1. The Securities Commission shall supervise compliance with prudential requirements by the management companies of the Republic of Lithuania providing services abroad. If the foreign supervisory authority notifies of violations committed by the management company, the Securities Commission shall apply measures involving penalties and inform the foreign supervisory authority thereof.
2. The Securities Commission shall have the right to request that the foreign supervisory authority carry out verification of activities of the management company’s branch or to carry out the verification itself upon giving an advance notice thereof to the foreign supervisory authority.
Article 58. Distribution of Units or Shares in a Foreign State
1. Any management company or investment company with variable capital wishing to carry out distribution of units or shares in a foreign state must give a notice thereof to the Securities Commission.
2. The Securities Commission shall forthwith notify the supervisory authority of the foreign state where units or shares are distributed of the withdrawal of the licence of the management company or the investment company with variable capital, suspension of redemption/repurchase of units or shares or appointment of a temporary representative of the Securities Commission for supervision of the activities.
CHAPTER NINE
ACTIVITIES OF FOREIGN MANAGEMENT COMPANIES
AND INVESTMENT COMPANIES WITH VARIABLE CAPITAL IN
THE REPUBLIC OF LITHUANIA
Article 59. Right of Foreign Management Companies to Provide Services in the Republic of Lithuania
1. A management company licensed in a European Union state may establish a branch in the Republic of Lithuania provided that the foreign supervisory authority communicated to the Securities Commission the company's programme of activity specifying the services it plans to provide, the intended structure of the branch, the contact point for applying for documents, full names of the branch managers. Having received the notification referred to above, the Securities Commission shall prepare for the supervision and, if necessary, notify the management company of the rules of conduct under which, in the interests of the general good, that business must be carried on.
2. The branch may be established on receipt by the management company of a communication from the Securities Commission provided for in paragraph 1 above or on the expiry of 2 months without receipt of any communication from the day the foreign supervisory authority communicated to the Securities Commission the information specified in paragraph 1. From that moment the management company may also begin distributing the units or shares of the collective investment undertakings which it manages, complying with the European Union legislation, and provide other services, unless the Securities Commission establishes within the said period that there are reasons specified in Article 61(3) for refusing authorisation for the above activities.
3. If the management company referred to in paragraph 1 above has established at least one branch in the Republic of Lithuania, the procedure laid down in this Article shall not be applicable for the establishment of other branches of the said company.
4. A management company licensed in a European Union state may begin providing management services in the Republic of Lithuania without establishing a branch on the expiry of one month from the date of communication by the foreign supervisory authority of its programme of activity to the Securities Commission. From that moment the management company shall be entitled to distribute the units or shares of the collective investment undertakings which it manages and to provide other services unless the Securities Commission establishes within the said period that there are reasons specified in Article 61(3) for refusing authorisation for the above activities. The Securities Commission may instruct the management company to carry out its business under the rules of conduct laid down in the interests of the general good. The procedure set forth above shall also be applied where the management company carries out the distribution of units or shares through intermediaries.
5. In the event of change of the information relating to the management company specified in paragraph 1 above, the company shall give notice thereof to the Securities Commission at least one month before the change is implemented. A management company which provides services without having established a branch shall notify the Securities Commission in advance of any changes in the programme of activity.
6. A management company licensed in a non-European Union state may provide services in the Republic of Lithuania in accordance with the procedure laid down for companies licensed in the European Union states provided that there is agreement concluded between the Securities Commission and foreign supervisory authority to ensure effective supervision of activity and provision of information.
Article 60. Supervision of Activity of Foreign Management Companies Providing Services in the Republic of Lithuania
1. Foreign management companies providing services in the Republic of Lithuania shall respect the rules of conduct laid down in the interest of the general good by the laws of the Republic of Lithuania. The branches of the above companies shall be organised in such a way as to comply with the requirements laid down by the Securities Commission seeking to minimise the risk of conflicts of interest between the participants in the collective investment undertaking, the clients and the management company, between their managers or members of management bodies.
2. The Securities Commission shall have the right to require foreign management companies providing services in the Republic of Lithuania to provide the same reports prescribed under this Law as the reports required from the management companies licensed in the Republic of Lithuania. The Securities Commission may additionally require reports on the activities of the branch drawn up for statistical purposes.
3. The foreign supervisory institution or the person authorised by it shall be entitled to carry out verifications of branches of foreign management companies upon prior notification of Securities Commission.
4. If a foreign management company operating in the Republic of Lithuania is in breach of the legal or regulatory provisions, the Securities Commission shall require the management company concerned to put an end to its irregular situation. If the situation is not remedied within the established time period, the Securities Commission shall notify the foreign supervisory authority thereof. If the management company persists in breaching the legal or regulatory provisions, the Securities Commission may, after informing the foreign supervisory authority, take the following measures:
1) impose administrative penalties or financial fines stipulated by this Law on the management company staff or managers;
5. The Securities Commission shall not be bound to follow the procedure for imposing the appropriate measures laid down in paragraph 4 above if the foreign management company is in breach of the rules of conduct to be respected in the interest of the general good. The Securities Commission shall forthwith communicate to the foreign supervisory authority any measure it has taken. If the company is in breach of other rules non-compliance with which endangers the interests of investors and recipients of services, the Securities Commission shall have the right to diverge from the procedure laid down in paragraph 4 above and must forthwith communicate to foreign supervisory authority the measures applied and, where the measures have been applied to a management company licensed in a European Union state, to the Commission of the European Communities as well.
Article 61. Right to Distribute Foreign Units or Shares
1. If a management company or an investment company with variable capital, licensed in a foreign state, proposes to distribute units or shares in the Republic of Lithuania it must first inform the Securities Commission thereof.
2. It must simultaneously send the latter authority:
1) an attestation by the foreign supervisory authority to the effect that it fulfils all regulatory requirements applicable under the EU legal acts to the conduct of business by collective investment undertakings;
3. A management company or an investment company with variable capital may begin to market its units or shares two months after the communication of information specified in paragraph 2 above, except where the Securities Commission decides within the said period of two months that:
1) the arrangements made for the distribution of units or shares do not comply with the provisions of legal acts of the Republic of Lithuania or do not guarantee proper payment of funds for the units or shares being redeemed/repurchased or the furnishing of information;
2) the supervision of a management company licensed in a non-European Union state does not comply with the European Union legislation or the Securities Commission has not concluded agreements with the foreign supervisory authority ensuring adequate supervision of activity and furnishing or information.
Article 62. Information Published by a Foreign Management Company or Investment Company with Variable Capital
1. A foreign management company or investment company with variable capital distributing units or shares in the Republic of Lithuania shall publish in the Lithuanian language or any other language prescribed by the Securities Commission according to the procedure established in the state of its registered office its full and simplified prospectuses and amendments thereto, its annual and half-yearly reports and instruments of incorporation.
Article 63. Specificity of Collective Investment Undertakings of Limited Distribution
1. Provisions of Article 37 (1, 2) and Article 58 of this Law shall not be applicable to collective investment undertakings of limited distribution.
2. A collective investment undertaking of limited distribution may invest in the securities or money market instruments of a single issuer up to 20% of its assets except in cases established in Article 37 (5,6). With the consent of the Securities Commission up to 35 % of net assets may be invested in the shares or debt securities of a single issuer where that proves to be justified by exceptional market conditions in a regulated market where the issuer is dominant.
CHAPTER ELEVEN
STATE SUPERVISION OF THE ACTIVITIES OF MANAGEMENT COMPANIES, INVESTMENT COMPANIES WITH VARIABLE CAPITAL AND DEPOSITORIES
Article 64. The Securities Commission
1. The activities of management companies, investment companies with variable capital and depositories shall be supervised by the Securities Commission.
2. The Securities Commission shall perform the supervisory functions in accordance with this Law and the Law on Securities Market and shall possess the rights and duties provided for in this Law and other laws.
Article 65. Functions of the Securities Commission Relating to Supervision of the Activities of Management Companies, Investment Companies with Variable Capital and Depositories
The Securities Commission shall perform the following functions:
2) grant or withdraw licences of management companies and investment companies with variable capital, apply other measures involving penalties;
3) approve fund rules, articles of association of investment companies with variable capital and amendments to them;
4) inspect the activities of management companies, investment companies with variable capital and depositories;
5) give instructions binding on management companies, investment companies with variable capital and depositories on the elimination of breaches of legal acts;
6) have the right to obtain data, in accordance with the procedure set forth in the law, about persons who, under this Law, are subject to the requirement of sufficiently good repute;
7) co-operate with foreign supervisory authorities and exchange with them information necessary for carrying out supervisory functions;
Article 66. Duty of the Securities Commission Members and Staff Members not to Disclose Confidential Information
1. Securities Commission members and staff members shall be bound under Article 56 of the Law on Securities Market not to disclose confidential information which has come to their knowledge in the discharge of the functions prescribed by this Law. The contents of confidential information shall be specified by the Securities Commission.
Article 67. The Right of the Securities Commission Members to Carry out Verifications
1. The Securities Commission, with a view to determining compliance of management companies, investment companies with variable capital and depositories with this Law and the subordinate legislation enacted on its basis, shall have the right to organise and carry out verifications.
2. In order to carry out a verification, the Securities Commission staff members may, upon notifying the company administration, freely enter the premises of management companies, investment companies with variable capital or depositories, to inspect, temporarily take away documents (leaving a list of documents that have been taken away) or copy the said documents, also put questions, question the company managers, members of managing bodies or staff members.
Article 68. Financial Fines for Violations of the Law
In observance of the procedure set out in Article 62 of the Law on Securities Market, the Securities Commission, shall have the right to impose financial fines on:
1) legal persons engaged in the business of a management company and investment company with variable capital without possessing the licence prescribed under this Law - in the amount of up to LTL 200, 000;
Article 69. Application of the Law to the Functioning Management Companies, Investment Companies with Variable Capital, Closed-end Funds and Financial Brokerage Firms
1. Authorisations to engage in business granted in accordance with the Law on Investment Companies to management companies and investment companies, which meet the requirements of this Law, shall be replaced by 31 December 2003 with licences provided for in this Law. The authorisations to engage in business of the management companies or investment companies with variable capital which do not meet the requirements set forth in this Law shall be withdrawn as of 31 December 2003. This Law shall apply to the liquidation procedures applied after the entry into force of this Law to the management companies and investment companies with variable capital, decisions on the liquidation whereof were taken prior to the day of entry into force of this Law.
2. The management companies and investment companies with variable capital which were functioning on the day of entry into force of this Law must comply, as of 1 January 2004, with the initial capital and capital adequacy requirements laid down based on this Law.
3. The authorisations to engage in business held by closed-end funds functioning on the day of entry into force of this Law shall be withdrawn as from the day of entry into force of this Law and the funds shall begin functioning governed by the Law on Companies.
Article 70. Provisions Relating to Membership in the European Union
1. The provisions relating to the rights of the companies of the European Union states to provide services in the Republic of Lithuania and the right of the companies of the Republic of Lithuania to provide services in other European Union states shall become effective after Lithuania’s accession to the European Union. Until then the management companies or investment companies with variable capital licensed in the European Union states shall be subject to the requirements applied to companies whose registered office is in non-European Union states.
2. The Securities Commission shall inform the Commission of the European Communities:
1) that the Securities Commission is responsible for the supervision of collective investment undertakings in the Republic of Lithuania;
2) which institutions of the Republic of Lithuania may be communicated confidential information relating to the activities of collective investment undertakings;
3) which credit institutions meet the requirements listed in Article 37(6), as well as specifying the bonds issued by the credit institutions and instruments safeguarding the bond-holders interests;
4) the procedure to be followed by management companies and investment companies with variable capital when assessing the liabilities arising from transactions with derivative instruments;
5) about the cases where the licence is granted to the management company which is or becomes a subsidiary of an entity with its registered office established in a non-European Union state;
6) about the cases where the management companies licensed in the Republic of Lithuania are prevented from providing services or distributing units in non-European Union states;
7) about the cases where the Securities Commission refuses to grant management companies licensed in the Republic of Lithuania authorisation for establishing a branch in a European Union state or imposes measures involving penalties on the management companies licensed in a European Union state;
Article 71. Entry into Force of the Law
1. Paragraph 2 of Article 70 of this Law shall enter into force upon Lithuania’s accession to the European Union.
2. Upon the entry into force of this Law the following legal acts shall be repealed:
2) the Law on the Amendments to Articles 2 and 22 of the Law of the Republic of Lithuania on Investment Companies;
3) the Law on the Amendments to Articles 3, 6, 9, 10, 13, 17, 19 and 22 of the Law of the Republic of Lithuania on Investment Companies;
5) the Law on the Amendments to Articles 1, 7, 14, and 21 of the Law of the Republic of Lithuania on Investment Companies.
I promulgate this Law passed by the Seimas of the Republic of Lithuania.
PRESIDENT OF THE REPUBLIC ROLANDAS PAKSAS
Annex
to Law of the Republic of Lithuania
No. IX-1709 of 4 July 2003
LEGAL ACT OF THE EUROPEAN UNION WHICH IS BEING IMPLEMENTED
85/611/EEC Council Directive of 20 December 1985 on the Coordination of Laws, Regulations and Administrative Provisions relating to Undertakings for Collective Investment in Transferable Securities (UCITS) (with the latest amedments set forth in Directives 2001/107/EC and 2001/108/EC of the European Parliament and the Council of 21 January 2002).