Translated by the Ministry of Finance
Consolidated version from December 04, 2015
The law was announced: "Valstybės žinios" 2003, No. 74-3424, i. k. 1031010ISTA0IX-1709
The new version of the Law from on July 1, 2012:
No. XI-2122, June 26, 2012, "Valstybės žinios", 2012, No. 77-3977 (2012-07-01)
REPUBLIC OF LITHUANIA
LAW ON
COLLECTIVE INVESTMENT SUBJECTS
July 4, 2003, No. IX-1709
Vilnius
CHAPTER I
GENERAL PROVISIONS
Article 1. Purpose and scope of the Law
1. This Law defines management activities and its state supervision for collective investment undertakings and collective investment undertakings management companies devoted for non-professional investors. The purpose of the Law is to ensure the interests of investment funds co-owners and investment companies shareholders interests.
2. With this Law it is intended to coordinate the regulations of management of collective investment undertakings and collective investment management companies regulations in relation to the European Union legal acts indicated in the Addendum of this law.
3. This Law shall be applied to:
2) special collective investment undertakings devoted for non-professional investors, except for those the investment units or shares of which are not offered publicly in the Republic of Lithuania or other member countries, or, on the basis of their establishment documents are offered only in the third countries;
4. This Law shall not apply to the services of collective investment management companies or collective investment undertaking's state, Bank of Lithuania, the Central European bank, central banks or institutions of other member countries managing the debt of the state.
5. The provisions of the Law on Stock Companies of the Republic of Lithuania (hereinafter referred to as the Law on Stock Companies) shall apply to the collective investment undertakings management companies and investment companies as much as it is not defined otherwise.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 2. The basic definitions of this Law
1. Open type collective investment undertaking – collective investment undertaking the investment units of shares of which are issued and purchased upon investors demands.
2. A multilateral trading system - as defined under the Law of Financial Instruments Market of the Republic of Lithuania (hereinafter referred to as "the Law on Financial Instruments Market").
3. A subsidiary company – as defined under the Law of Companies Group Consolidated Financial Accountability (hereinafter referred to as "the Law on Companies Group Consolidated Financial Accountability).
4. Financial instruments:
1) for the coordinate collective investment undertakings – as defined under Article 3, part 4, items 1-4 of the Law on Financial Instruments Markets;
5. Financial instruments index – a statistical indicator which expresses the change of value of the financial instruments comprising it.
7. Financed collective investment undertaking (hereinafter referred to as the financed undertaking) - a collective investment undertakings or its fund which meets the following conditions:
1) at least one of the financing collective investment undertaking (hereinafter referred to as the Financing Subject) has its investment units or shares;
8. Financing undertaking - a collective investment undertakings or its sub-fund, which invests at least 85 per cent of own net assets into the financed undertaking, following the requirements defined under Chapter VI of this Law.
10. Net assets – the difference between the value of the the assets making up the investment fund or belonging to the investment enterprise and investment fund or investment enterprise long-term and short-term liabilities difference.
11. Investment company – a stock company the shares of which are issued and purchased following the procedures established by this Law. The concept of an investment enterprise as used under this Law covers a variable capital company and closed type investment enterprise if certain Articles of this Law do not define otherwise.
12. Variable capital investment enterprise – an investment enterprise the shareholders of which may at any time demand to redeem their shares, and the capital size of which varies depending on the number of shares issued and redeemed. A variable capital investment enterprise may be only of an open type.
13. Investment instruments:
1) for the coordinated collective investment undertaking – the financial instruments indicated under Article 3, part 4, Items 1-4 of the Law on Financial Instruments Market, as well as deposits, real estate, and movable property necessary for direct operation of a variable capital investment enterprise;
14. Investment fund – a fund which does not have the status of a legal person the assets of which on the basis of joint ownership belong to legal and natural persons and which is managed by a collective investment undertaking company on the right of trust following the terms and procedures defined under this Law and investment fund regulations. The concept of an investment fund as used under this Law covers open type and closed type investment funds if any specific article of this Law does not define otherwise.
15. Investment unit – a transferable security which proves investment fund co-owners right to the share of the investment fund.
17. Derivative financial instruments:
1) for a coordinated investment undertaking – financial instruments defined under Article 3, part 4, Items 1-4 of the Law on Financial Instruments Markets the value of which changes in relation to interest rates, transferred securities price, currency exchange rate of financial index;
18. Company control (hereinafter referred to as Control) – direct and (or) indirect dominant influence for a company as it is defined under the Law on Companies Group Consolidated Financial Accountability.
19. Supervisory institution of another member country - a competent authority of another member country carrying out licensing and operations supervisory functions at that member country on the basis of the provisions of legal acts of that state in relation to investment undertakings companies and collective investment undertakings.
20. Client - a natural or legal person or any other undertaking (including collective investment undertaking) to which services are provided by collective investment undertaking holding company or investment enterprise the control of which was not transferred to collective investment undertaking managing company.
21. Collective investment undertaking - an investment fund or an investment enterprise the purpose of which by public offering of investment units or shares to accumulate funds of persons and by sharing the risk to collectively invest the property indicated under this Law and by following the investment requirements defined under this Law.
22. Collective investment undertaking registered office member country - the member country in which the collective investment undertaking was established under the procedures defined under this Law or relevant laws of other member countries.
23. Collective investment undertaking participant – investment fund co-owner or investment enterprise shareholder.
24. Collective investment undertaking host member country – a member country in which the investment units or shares of a collective investment undertaking are issued but which is not the home country of the collective investment undertaking.
25. Collective investment undertaking prospectus (hereinafter referred to as the Prospectus) – a document in which information is provided for investors and society about the proposed collective investment undertaking's transferable securities.
26. Collective investment undertaking incorporation documents – investment fund regulations or investment enterprise regulations.
27. Collective investment undertaking sub-fund – composite collective investment property part administered separately from its other property.
28. Collective investment undertaking management – collective investment undertaking:
2) administration: management of financial accounting, reply to clients questions, accounting of cash assets, interior supervision of compliance of legal acts, management of the register of investment units or share owner's, distribution of income, investment units or shares price set-up, their issue and purchase, payment settlement on the basis of transaction, storage of data on transactions made;
29. Collective investment undertaking holding company (hereinafter referred to as the Holding Company) – a company the main activities of which us the management of investment funds or investment companies.
30. Comparative index - an optional indicator of a holding company or investment enterprise the management of which was not transferred to a holding company with the changing value of which the return of collective investment's undertakings investments are compared.
32. Non-professional investor - non-professional client as defined in the Law on Financial Instruments Markets.
33. The document of the main information to investors – a document which provides the most important information on a collective investment undertaking or its managing company.
35. Durable medium – a medium which provides to the investor an opportunity to store information in it in such a way as to have it accessible on needed time, as to be able to restore the unchanged information (computer floppy disk, computer CR-R disk (CD-ROM), universal digital (optical) disk (DVD), investor's computer hard disk which has email recorded and other information, except for Internet website, if they are not in compliance to the concept of durable medium).
36. Periodic report – a document which provides to investors and to public information on holding company, collective investment undertaking operations results, their financial status and other major events of relevant periods.
37. Transferable securities – the following securities which can circulate in the capital market:
38. Money market instruments :
1) for coordinated collective investment undertaking – liquid instruments which are usually traded in money markets and the value of which can be exactly defined;
39. Supervisory institution – the Bank of Lithuania on the procedure of this Law and other laws performing controlling companies and collective investment undertakings licensing and supervision functions.
40. Special collective investment undertaking – collective investment undertaking the investment units or shares of which cannot be circulated in another member country upon the procedures defined under the legal acts of the European Union indicated in the Addendum to this Law and to which the European Union legislative requirements are not applied.
41. Coordinated collective investment undertaking – an collective investment undertaking regulated by the European Union legislation the only purpose of which is to offer publicly investment units or shares for accumulation of funds of persons and by sharing the related risks to collectively invest these into transferable securities and (or) other liquid property defined under Chapter VI, paragraph first of this Law, and when the investment units or shares can be redeemed at any time upon demand of their holder.
42. Composite collective investment undertaking – a collective investment undertaking the assets of which is divided into separate sub-funds.
43. Direct dissemination of investment units or shares - the activities of a holding company which itself, without using the services of disseminators, on own or investors' initiative disseminate to the investors investment units or shares of own-managed collective investment undertaking, without providing consultation to the investor regarding investments into other financial instruments.
44. Direct decisive impact to a company – as it is defined under the Law of Companies Groups Consolidated Financial Accountability.
45. Third party – a country which does not belong to the European Union or the European Economic Area.
46. Third party supervisory authority – a competent institution of the third party which, on the basis of the provisions of the legal acts of this country, performs management companies and collective investment undertakings licensing and activities supervision function in non-member country.
47. Closed-type investment enterprise – an investment enterprise which issues a fixed number of shares to be redeemed at the end of the operation period defined under the regulations of such a company or at any other time defined in advance under such regulations.
48. Closed-type investment fund – an investment fund the investment units of which can be redeemed after the expiration of the operation period defined under its rules, or at any other point defined in advance under such rules.
49. Heads – holding company, investment enterprise or depository administration heads, members or the board, and members of the supervisory board.
50. Holding company shares portfolio – directly or indirectly managed holding company authorized capital or voting rights share making up no less than 1/10 of the authorized capital or voting rights or allowing to exert dominant influence to the management of the company. For the calculation of the authorized capital share or part of the voting rights makes up no less than 1/10 of the authorized capital, it is taken into regard the duty defined under the Law on Securities of the Republic of Lithuania (hereinafter - the Law on Securities) to notify about the purchase of shares portfolio or its lots and the calculation procedures of votes owned by the person.
Changes of the Article:
No. XII-2078, November 26th, 2015, published at RLA on December 03rd, 2015, i. c. 2015-19286
51. Holding company home member country – the member country in which the company is registered. if the holding company, on the basis of the member country laws in which it was established, does not have registered office, then it is a member country in which the office of the company is located.
52. Holding company host member country – the member country in which the holding company established its branch or provides services without branch establishing, but which is not the member country of the holding company.
53. Member state – European Union member country as well as member country of the European Economic Area.
54. Public offering of investment units or shares – offering of investment units or shares via mass media, advertising or other methods when more than 100 persons are addressed.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
chapter II
THE FIRST DIVISION
HOLDING company and investment enterprise
licensing activities. COLLECTIVE INVESTMENT
SUBJECTS ACTIVITIES
Article 3. The right to carry out the activities of management companies or investment companies
1. Only a joint-stock company or stock company shall have the right to carry out the activities of the holding company when it has a license for such activities issued by the supervisory authority. A company having such a license is called managing company. Only the holding company in its title and in its promotion can use such words as „investicinių fondų valdymo įmonė“ ("investment funds holding company"), „investicinių bendrovių valdymo įmonė“ ("investment companies holding company") or other compounds or composites with these words.
2. Coordinated collective investment undertakings management is allowed both to join-stock companies and stock companies, or any other legal form undertakings having operations license issued by another member country supervisory authority providing the right to manage coordinated collective investment undertakings.
3. To engage in variable capital company management is only allowed to a stosck comppanies having activities license of variable capital investment companies issued by a supervisory authority. Only investment variable capital companies in their titles may use the words "investicinė kintamojo kapitalo bendrovė" (investment variable capital company") or the abbreviation "IKKB" (IVCC). For investment variable capital companies the words "akcinė bendrovė" ("stock company") and their abbreviation "AB" (SC) are not mandatory.
4. To engage in closed-type investment enterprise activities is allowed only for a stock having a license of closed-type investment enterprise issued by a supervisory authority. Only closed-type investment companies may use in their titles the words „uždarojo tipo investicinė bendrovė“ ("closed-type investment enterprise") or their abbreviation „UTIB“ (CLIC). For closed-type investment companies the words "akcinė bendrovė" ("stock company") and their abbreviation "AB" (SC) are not mandatory.
Article 4. Activities of holding companies and investment enterprises
1. The holding company shall have the right to carry out its main activities - management of investment funds and (or) investment companies as defined under this Law, as well as to provide services if such services are defined under the issued license and if the company carries out such activities as it main activities:
2) to manage pension funds if the managing company complies to the laws regulating pension accumulation activities;
2. The managing company shall not provide additional services defined under this Article, part 1, Item 3 when it does not have the right to provide the services defined under this Article, part 1, Items 1 and 2.
3. An investment enterprise shall not have the right to administer (control) the property of other persons or to involve into activities not defined under this Law.
4. The holding company which manages at least one collective investment undertaking or pension fund shall not have the right to involve into activities not defined under this Law.
5. For the management companies not managing coordinated collective investment undertakings the provisions of Chapter VII of this Law shall not apply.
6. For the holding company having the right to carry out activities defined under Part 1, Items 1, 2, and 3 of this Law, the requirements defined under Articles 13 and 22 of the Law on Financial Instruments Markets and the implementing legal acts of respective supervision institutions shall apply on the basis of mutatis mutandis. For the application of the above-mentioned requirements of the Law on Financial Instruments Markets the provisions of Article 2, Part 5 of the Law in Financial Instruments Markets shall be considered.
7. The managing company which received the license of the managing company also has the right to manage collective investment undertakings established under the Law on Informed Investors Collective Investment Subjects if such a right is included into the license of company activities.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 5. Procedures for holding company or investment enterprises licensing
1. A joint-stock company or a stock company which intends to carry out managing company activities, or a stock company which intends to operate as investment variable capital company or as a closed-type investment enterprise, shall provide an application to the supervisory authority. The application shall also include the plan for the intended activities, which, apart from other issues, shall indicate the planned areas of activities, provide the organizational structure of the company as well as information about the legal person, its participants, heads, area of activities, capital and other risk-limiting remands compliance and other information as might be defined by the supervisory authority after analysis of which the supervisory authority could state that the company complies to the requirements for license issuing as defined under this Law. The list of necessary documents and their handing over procedure shall be defined by the supervisory authority.
2. Upon request of the state or municipality and supervision institutions it is necessary to provide all existing information about shareholders of the company applying for the license, their financial status, activities, breaches of law and legal acts if any time defined, conclusions of inspections performed and any other information necessary to take a decision for issuing of such a license.
3. The supervisory authority shall issue the license when:
1) the data (documents) are in compliance to the defined requirements, all data and documents provided are true and correct, and the plan of the intended activities is sufficiently justified;
2) the initial capital of the holding company or investment variable capital company the management of which is not transferred to the holding company, the initial capital of the license applicant company or closed-type investment enterprise license applicant authorized capital is no less than the value established by the supervisory authority, is in compliance to the holding company capital sufficiency requirements and other risk-limiting requirements;
3) the holding company or investment enterprise provides the information as defined under licensing tiles, about the shareholder of the holding company or investment enterprise, and their directly or indirectly possessed share portfolios (including the information about the size of such portfolios);
4) there is no ground to consider that the owners of the managing company or investment enterprise share portfolios will not be able to ensure stable and transparent holding company or investment enterprise management;
5) none of the staff of the holding company or investment enterprise is employed at the operator of the regulated market institution and (or) multilateral trade system operating in the Republic of Lithuania the functions of which are directly or indirectly related to the regulated market and (or) multilateral trade system operator's activities, supervisory authority, or staff of the Central Securities Depository of Lithuania;
6) heads of the holding company or investment enterprise are of impeccable reputation, have necessary qualification and experience as defined by the supervisory authority;
7) the holding company or investment enterprise is established in and the office of its permanent management body is in the territory of the Republic of Lithuania;
8) there is no close relationship between the holding company or investment enterprise with another legal or natural person who could hinder the supervisory authority to effectively perform its functions;
9) there is no close relationship between holding company or investment enterprise and the person from such a third country the legal acts regulating the acclivities of such a person or the implementation of such legal acts could impact the effective performance of the supervision functions of the supervisory authority;
10) there is no indication under By-Laws of the holding company or investment enterprise that the shares or investment units of the intended to establish collective investment undertaking will not be issued in the Republic of Lithuania;
11) the By-Laws of stock companies seeking to receive the license of investment variable capital company or closed-type investment enterprise, are in compliance to the laws;
12) the holding company, its heads and shareholder are appropriate on the basis of criteria defined under Article 10, Part 9 of this Law;
4. The supervisory authority shall inform the applicant about issuing the certificate or refusal to issue it in 6 months from the accepting of all documents, data and explanations. The term for application investigation shall be calculated from the date of the last documents or data submitted. A refusal to issue the license shall be grounded in writing and may be appealed to on the basis of the administrative cases legislation of the Republic of Lithuania (hereinafter referred as the Law on Administration cases Legislation) and relevant procedures.
5. The supervisory authority must address the supervisory authority of another member country to provide its opinion if:
1) the person who submitted the application is the company licensed in another member country, or a financial brokerage company, credit or insurance company branch office;
2) the person who submitted the application is a branch office of a company licenses in another member country, or a financial brokerage company, or credit or insurance company patronage company;
6. The supervisory authority, during the evaluation of the license applicant holding company or investment enterprise and the suitability of their share portfolio owners, company head reputation and ex[experience who belong to this group, shall address the supervisory authority of the other member country, as defined under Part 5 of this Article, and to ask it to provide its own opinion.
7. The supervisory authority shall notify the Manager of the Legal Persons Register about the issuing of the license for holding company or investment enterprise, and the termination or cancellation of such a license; this shall also be notified to other institutions defined under the legal acts and shall be published on the website of the supervisory authority. The supervisory authority shall also notify the European Securities and markets institution about the issuing of such a license, and their termination or cancellation.
Article 6. Activities of a collective investment undertaking
1. The collective investment undertaking can start its activities only after it or its holding company received a prior permission of the supervisory authority to approve collective investment undertaking incorporation documents and to chose the depository. Together with the application for issuing the permit, the collective investment undertaking or its holding company shall submit to the supervisory authority the incorporation documents of the collective investment undertaking, a prospectus, the document of the main information to the investors, information about the heads of the depository (or their representatives).
2. If the coordinated collective investment undertaking established in the Republic of Lithuania is intended to be managed by a licensed managing company of another member country, the collective investment undertaking may start its activities only after its holding company receives a prior permit of the supervisory authority to approve the collective investment undertaking's documents, to select the depository and to allow the holding company to manage the collective investment undertaking. Together with the application for issuing the permit, the holding company shall submit to the supervisory authority the documents of collective investment undertaking incorporation, the application of the holding company to manage the collective investment undertaking, a prospectus, the document of the main information to the investors, information about the heads of the depository (or their representatives)..
Article 7. Issuing the permit to approve the collective investment undertaking incorporation documents, selection of the depository, permission to the holding company to allow managing the coordinated collective investment undertakings, or refusal to issue the permit
1. The supervisory authority issues a permit to approve the collective investment undertaking incorporation documents, selection of the depository, permission to the holding company to allow to manage the coordinated collective investment undertaking when:
2) the collective investment undertaking and the documents and information provided as defined under Article 6, parts 1 and 2 of this Law meets the requirements of this Law and other legal acts in force;
3) the license of the managing company provides the right to it to manage a relevant collective investment undertaking;
4) heads of the collective investment undertaking depository are of impeccable reputation, have the necessary qualification, and working experience;
5) the is no presumption that the depository might carry out the liabilities defined under this Law in an improper manner;
2. The supervisory authority shall notify the applicant holding company or investment enterprise the management of which was not transferred to the holding company, about the issuing of the permit or refusal to issue it within 2 months from submitting all necessary documents, data, and explanations to the supervisory authority.
Article 8. Cancellation of License Validity
The supervisory authority may have the right to cancel the license issued to the holding company or investment enterprise if:
2) the license holder in 12 months from the date of issue of the license, does not start using it, or for more than 6 years does not carry any activities;
3) the activities period indicated in the by-laws of the investment enterprise ends and the license holder does not apply in writing for the extension of the license validity;
4) it became known that the license holder provided false data or information, or, seeking to get the license, the applicant breached the laws or other legal acts of the Republic of Lithuania;
5) the license holder no longer meets the requirements for holding company or investment enterprise for the receipt of the license;
6) the license holder made serious and (or) permanent breaches of this Law, other laws and legal acts regulating management companies or collective investment undertakings activities and relevant laws defined under legal acts;
7) the license holder is incapable of executing the requirements defined under this Law and (or) other legal acts, or there is data that it will not able to do that in the future;
Article 9. Management and heads of the holding companies and investment enterprises
1. The holding company or investment enterprise the management of which was not transferred to the holding company shall have its Board and Administration.
2. The investment enterprise the management of which was transferred to the holding company, management bodies shall not be formed. The managing company to which the management of an investment enterprise was transferred, shall be liable for performing of the actions defined under Article 2.82, Part 3 of the Civil Code of the Republic of Lithuania (hereinafter referred to as "the Civil Code").
3. The general meeting of the investment enterprise shareholder may adopt decisions and shall be considered as happened regardless the number of the participating shareholders and their number of shares.
4. The heads of the holding company or investment enterprise, the management of which is not transferred to the holding company, shall be of impeccable reputation and shall have sufficient work experience to be able to ensure a stable and transparent management of the holding company or investment enterprise.
5. The holding company or investment enterprise, the management of which is not transferred to the holding company, shall notify the supervisory authority in advance about any planned changes of the heads of the holding company or investment enterprise and, at the same, to provide to the information defined by the supervisory authority which is necessary to be able to evaluate if the newly elected or planned to be nominated heads are of impeccable reputation and meet the requirements of sufficient working experience. The newly elected heads of the holding company or of investment enterprise, the management of which is not transferred to the holding company, shall have the right to undertake their duties only after the supervisory authority approves their nominations.
6. The supervisory authority shall have the right not to approve the nominations of the newly elected heads if such heads are not of impeccable reputation, do not have sufficient working experience, or if there is undertakingive ground to consider that such changes of the heads may threaten proper and transparent management of the managing company or investment enterprise. Detailed requirements for the nominees of the heads and the procedures for compliance with the requirements of the supervisory authority are defined in the legal acts of the supervisory authority.
7. The supervisory authority shall adopt its decision on the suitability of the newly elected heads no later than within a month from the receipt of all necessary documents.
Article 10. Obtaining and transfer of the shares portfolio of the holding company
1. A natural or legal person or such persons acting together, having decided to directly or indirectly obtain or directly or indirectly increase the shares portfolio of the holding company (hereinafter in this Article - the Obtaining Person), if the share of voting rights or authorized capital could reach or be more than 20, 30, or 50 per cent in the ascending order, or if the company would become the subsidiary company of such a legal person (hereinafter referred to in this Article as the "Proposed Acquisition), such persons shall receive the decision of the supervisory authority to agree on the proposed acquisition. The non-compliance of this requirement does not void the transaction, however it results in the consequences defined under part 21 of this Article. Persons acting together under this Article are two or more persons who, following clearly concluded or implied verbal or written agreement, implement or seek to implement their rights provided by the shares portfolio of the company owed by them.
2. The obtaining person shall provide to the supervisory authority a written notification on the proposed acquisition by indicating the size of the holding company shares portfolio, as well as to provide the documents substantiating this and any other information or data defined by the supervisory authority.
3. The person, having decided to directly or indirectly transfer or directly or indirectly decrease the shares portfolio of the holding company, if the share of voting rights or authorized capital could reach or be less than 20, 30, or 50 per cent in the descending order, or if the company would cease to be the subsidiary company of such a legal person, such person shall provide to the supervision institution a written notification and to indicate the size of the company shares portfolio planned to be transferred or decreased.
4. The supervisory authority defines the list of documents to be provided together with the notification on the proposed purchase and relevant documents and data to be provided for taking the decision. The documents and data provided in such a list shall be proportionate and be tailored to the purchasing person and proposed purchase. The list shall not include documents or data which are not necessary for the evaluation of the purchasing person and proposed purchase for meeting the criteria defined under part 9 of this Article.
5. The supervisory authority, having received the notification of the purchasing person about the proposed purchase, and all documents and data defined under the list as mentioned under part 4 of this Article, and later, after the receipt of additional documents and data as defined under part 7 of this Article, shall certify their receipt in writing and shall notify to the purchasing person when the evaluation period ends which is defined under part 6 of this Article.
6. The supervisory authority no later than within 60 working days from the written certification on the receipt of the notification about the proposed purchase and that all documents and data are received as indicated in the list defined under part 4 of this Article, shall perform the evaluation.
7. During the evaluation period, in case the need arises, the supervisory authority, no later than on the fiftieth day of the evaluation period, may ask for additional documents and data needed to complete the evaluation. Such request shall be made in writing and shall specify the additional documents and data needed. The count of duration of the evaluation period shall be stopped from the day on which the supervisory authority asks to provide additional documents and data, and shall be renewed on the day when the reply of the purchasing person is received. The count of the evaluation period duration can be stopped for no more than 20 working days. Moreover, the supervisory authority shall have the right, and on its sole discretion, to ask for any additional documents or data, or to itemize the existing ones, but the evaluation period count under such a situation cannot be stopped.
8. The stopping of the evaluation period duration countdown can be stopped by the supervisory authority but for no longer than 30 working days when the purchasing person is established or its activity is regulated in the third country, or when no supervision can be applicable to the purchasing person on the basis of other member countries laws regulating the activities of coordinated collective investment undertaking management companies, financial brokerage companies, credit institutions, insurance, or re-insurance companies.
9. Investigating the notification defined under part 2 of this Article about the proposed purchase, and relayed documents and data, necessary for performing the evaluation of the purchasing person and the proposed purchase, the supervisory authority, seeking to ensure reliable and transparent management of the company the share portfolio of which was proposed to be purchased or increased, and taking into consideration the possible impact to the holding company from the side of the purchasing person, evaluates its suitability and purchase financial reliability on the basis of the below criteria:
2) the impeccable reputation and working experience of the person who after the proposed purchase will become head of the holding company. During the evaluation of impeccable reputation and working experience of the person who will become head of the holding company after the proposed purchase, the supervisory authority takes into regard the provisions of Article 9 of this Law;
3) the financial reliability of the purchasing person, especially on the basis of the area of activity carried out or planned to be carried out of the company the share portfolio of which was proposed to be obtained or increased;
4) whether the holding company would be able to permanently follow the risk-limiting requirements of the holding company or group part of which the company will become after the proposed purchase, whether its structure would enable the supervisory authority and other member countries supervisory authority to ensure conditions for efficient supervision, efficient exchange of information and to define the division of responsibility between the supervisory authority and supervisory authorities of other member countries;
5) whether there is a any reason to suspect that seeking to implement the proposed purchase, there will be no activities or planned activities of money laundering or terrorist financing as it is defined under the Law on Money Laundering and Terrorist Financing Prevention of the Republic of Lithuania, or whether the proposed purchase could increase the danger of such activities.
10. The supervisory authority shall not have any right to define any preconditions in relation to the mandatory side of the holding company shares portfolio and shall not investigate it on the basis of market economy.
11. The supervisory authority shall only oppose the proposed purchase on the basis of the criteria defined under part 9 of this Article or only in the case when the purchasing person provided incomplete documents or data defined under part 7 or part 7 of this Law.
12. The supervisory authority, before undertaking its decision on relation to the proposed purchase, consults with the supervisory authority of other countries when the purchasing person is a holding company, financial brokerage company, credit institution, insurance company, re-insurance company licensed in another member country or is the patronage company or controlling person of any of these undertakings. The supervisory authority during its consultation with other member countries supervisory authorities shall ask to provide all information important for the evaluation of suitability of the purchasing person and its financial reliability evaluation, and it shall itself provide such information in an immediate manner upon request of other member countries supervisory authorities, and any other information essential related to additional evaluation it shall provide on its own initiative.
13. If the supervisory authority, during the period defined under part 6 of this Article, does not take a decision to contradict the proposed purchase, it shall be considered that the supervisory authority does not contradict such a proposed purchase. If the supervisory authority undertakes a decision not to contradict the proposed purchase without the expiration of the indicated evaluation period, it shall within 2 working days from the adoption of the decision inform the purchasing person about this in writing.
14. If the supervisory authority undertakes a decision not to contradict the proposed purchase, it may, in case the need arises, extend the implementation period for the intent of the person to purchase or increase the shares portfolio of the holding company.
15. If the supervisory authority, after completion of the evaluation, undertakes a decision to contradict the proposed purchase, it shall within 2 working days from the adoption of such a decision and not exceeding the duration of the evaluation period, inform the purchasing person in writing, and it shall also indicate the reasons of such a decision.
16. The decision of the supervisory authority in relation to the proposed purchase after all consultations with the other member country supervisory authorities received on the basis of part 12 of this Article, shall indicate all their opinions and stipulations. A decision of the supervisory authority to oppose the proposed acquisition may be appealed against to the procedure specified in the Law on Administrative Proceedings. The supervisory authority, without regard if it has the consent of the purchasing person or not, shall publish its decision and its reasons on its website. The supervisory authority shall have the right not to publish its decision and its reasons on the website if such a publication could do or possibly do disproportional damage to the interested persons.
17. If the supervisory authority receives more than one notification about the proposed purchase in the same holding company, all notifications shall be analysed on the basis of the same procedures, without discrimination of the purchasing persons.
18. If the holding company gets to know about the purchase of its shares or loss of them in relation to which the share portfolios of its shareholders exceed the limits defined under part 1 of this Article in the ascending or descending order, it shall in an immediate manner notify the supervisory authority about this.
19. The holding company shall at least once per year provide a notification to the supervisory authority in which it shall indicate the shareholders of the holding company which have the shares portfolio of this company, and the sizes of such portfolios. This information shall be provided on the basis of the data available on the day of the general meeting of shareholders, and if the shares of the company are included into the trade at a regulated market, then on the basis of legal acts requirements applied to the companies trading in securities in a regulated market.
20. If the impact of the purchasing persons poses a threat to reliable and transparent management of the company, the supervisory authority shall take adequate measures to solve the situation. For this purpose, the institution shall have the right to issue compulsory instructions and apply sanctions defined under this Law for the heads and other persons responsible for the management of the holding company.
21. The shares of the person who purchased the share portfolio of the holding company or who increased this portfolio by violating the limits defined under this law and without receiving the decision of the supervisory authority not contradicting the proposed purchase, or if the shares portfolio is purchased without the end of the period defined under part 6 of this Article (except for the case when a decision undertaken earlier by the supervisory authority not to contradict the proposed purchase), such shares lose the right of voting at the general meeting of shareholders. The voting rights are restored from the day of receipt of the decision of the supervisory authority not to contradict such a purchase or when the supervisory authority does not take any decision during the period of evaluation in relation to the proposed purchase.
Article 11. Requirements for activities and risk reducing requirements
1. The holding company or investment enterprise the management of which was not transferred to the holding company, shall permanently comply to the following requirements:
1) in fair, honest and professional manner and on the best available conditions for the collective investment undertaking and is participants to perform its activities and to ensure their interests and market integrity;
5) to have reliable administration and accounting procedures, electronic data processing control and protection instruments and proper inner control mechanism, including the regulations for conclusion of personal financial instruments transactions by the staff of the company and on the expense of the holding company, and to ensure access to the information related with the holding company collective investment undertaking transaction origin, their parties, contents, conclusion time and place, and to be able to define if the investment of the property is made on the basis of the requirements defined under collective investment undertaking incorporation documents and related legal acts;
6) to ensure that the documents and data of the adopted investment decisions, transactions made, the submitted applications of the investors to obtain or to redeem the investment units or shares, or to perform any other operations, shall be stored for at least 10 years after the day of adoption of the investment decision, transaction conclusion or submitting of application or carrying out any other operation if other legal acts do not define a longer term for such storage;
7) to have such an organizational structure to be able to avoid conflicts of interests between holding company or investment enterprise and its clients, between several clients of the holding company or investment enterprise, between the collective investment undertaking managed by the holding company and its clients or between several collective investment undertakings of managed by the holding company;
8) to ensure that the persons undertaking decisions for investments management have the qualification and experience defined by the supervisory authority and are of impeccable reputation;
9) to have a description for the procedures of undertaking investment decisions which shall, apart other issues, shall define the structure of the investment decisions undertaking body and oblations to follow the requirements defined by it;
10) to ensure that all investment decisions are made in writing and registered in the book of investment decisions register;
11) to comply to the provisions of this Law, Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OL 2013 L 176, p. 1) and other requirements defined under legal acts for the activities of collective investment undertakings, their capital, risk, and other requirements;
Changes of the Item of the Article:
No. XII-1548, 2015-03-19, published on RLA 2015-03-31, i. k. 2015-04822
12) to approve and implement policies for staff salaries in compliance to the requirements defined buy the supervisory authority;
2. The holding company entitled to provide the services defined under Article 4, part 1, Items 1 and 1, can invest the funds of its clients into the own managed investment funds or into investment companies only by properly following the requirements defined by this Law and the legal acts of the supervisory authority in relation to the established requirements for interest conflict management, and only after the receipt of a written clearly stated consent of the client.
3. The liabilities to investors of the holding company having the right to provide the service defined under Article 4, part 1, Item 1 of this Law, shall be insured on the basis of the procedures defined under the Law of Insurance of Deposits and Liabilities to Investors of the Republic of Lithuania.
Article 12. Duty to execute the investment decisions on the best conditions for the collective investment undertaking
1. Holding company on the expense of the investment undertaking managed by it, the management of it was not transferred to the holding company, executing the adopted investment decision by itself or by transferring it for the execution to another undertaking, shall act for the best interests of the collective investment undertaking.
2. Holding company on the expense of the investment undertaking managed by it, the management of it was not transferred to the holding company, executing the adopted investment decision by itself or by transferring it for the execution to another undertaking, shall act in such a manner as to be able to attain the best possible result for the collective investment undertaking taking into regard the price of the investment objects, expenses of the investment decision execution, speed, investment decision execution and payment settlement probabilities, investment decision size, contents and other important circumstances for the execution of the investment decision.
3. Holding company or investment enterprise the management of it was not transferred to the holding company, during the execution of the duty defined under part 2 of this Article, shall approve and implement efficient instruments, including the policy of decisions execution, allowing to attain the best possible result for the collective investment undertaking on the expense of this undertaking; as well as to have and use efficient instruments devoted for the implementation of investment decisions policy.
4. The investment decisions implementing policy shall, at each class of instruments, indicate the undertakings to which the investment decisions can be issued in relation to relevant financial instruments. The holding company or investment enterprise the management of which was not transferred to the holding company, shall only be allowed to implement the investment decisions by following all requirements defined under this Article.
5. The holding company, before starting to implement the investment decisions on the expense of the collective investment undertakings, shall receive a prior consent from the investment enterprise to which the management was transferred, on the policy of implementation of the investment decisions.
6. The holding company or investment enterprise the management of which was not transferred to the holding company shall:
1) ensure that investment decisions implementing policy and all essential changes in it are available to all collective investment undertakings participants;
2) permanently monitor if the measures and investment decisions implementation policy is effective, also to indicate in this policy the implementation quality of other undertakings investment decisions implementation, and in case any deficiencies of such measures and (or) investment decisions implementation policies are defined - to eliminate them in an immediate manner.
3) to revise the policies of decision implementation at least once per year and each time, when there is an essential change which can do an impact to the holding company or investment enterprise, the management of which was not transferred to the holding company, ability to attain the best result for the collective investment undertaking;
Article 13. Requirements for risk management
1. The holding company or investment enterprise the management of which was not transferred to the holding company, taking into regard the activities performed and the character, volume and complexity of the managed collective investment undertaking, shall:
1) approve, implement and maintain proper and efficient measures, processes and methods to ensure permanent estimation and management of risk which is faced or can be faced by the collective investment undertaking or investment enterprise managed by the holding company the management of which was not transferred to the holding company;
2) approve, implement and maintain proper and document-based risk management policy which shall define risk types which are faced or can be faced by the collective investment undertaking or investment enterprise managed by the holding company the management of which was not transferred to the holding company;
3) authorize (establish) hierarchically and functionally independent from other holding company or investment enterprise divisions risk management function performing person or division, and to ensure its proper performance of the functions and proper competence and right ot it to receive all information necessary for proper performance of it.
4) for evaluation of collective investment undertaking property related credit risk the credit ratings provided by credit rating agencies on the basis of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (hereinafter the EC Regulation) and not to rely on them automatically.
Supplemented by the following Item of the Article:
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
2. The holding company or investment enterprise the management of which was not transferred to the holding company, shall in an immediate manner and in writing to notify the supervisory authority on any essential changes in its risk management process.
3. The supervisory authority taking into regard the character of the investment undertaking, its volume and complexity, shall monitor credit risk evaluation processes suitability of the the holding company or investment enterprise the management of which was not transferred to the holding company, including the evaluation of references to credit ratings for collective investment undertaking investment policy application taking into regard the requirements of part 1, Item 4 of this Article. In case it becomes needed, the supervisory authority shall request to reduce the impact of such references seeking to ensure a lower level or reliance on such credit ratings.
Supplemented with part of the Article:
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
Article 14. Bookkeeping and audit of the holding company, collective investment undertakings managed by it or investment enterprises the management of which was not transferred to the holding company
1. The bookkeeping of the holding company shall be made and reports prepared following the laws of the Republic of Lithuania, other legal acts, and international accounting/bookkeeping standards.
2. The bookkeeping of the collective investment undertakings and financial reports of them shall be made following the procedures established by the laws of the Republic of Lithuania and other legal acts.
3. The profit distribution of the holding company is regulated by the Law on Financial Institutions of the Republic of Lithuania (hereinafter referred to as "The Law on Financial Institutions").
4. Holding companies, collective investment undertakings or investment enterprises managed by it, the management of which was not transferred to the holding company, shall follow the requirements for financial report sets and consolidated report sets for audit and its performance as defined under the Law on Audit of the Republic of Lithuania (hereinafter referred to as "the Law on Audit"), the Law on Financial Institutions and other requirements defined under this Article.
5. The data of the annual financial report set of the holding company or investment enterprises managed by it, the management of which was not transferred to the holding company, must be audited. An audit company after performing the audit of the annual financial report set of the collective investment undertaking shall issue its auditor's conclusion for this set and auditor's report. In the audit report of the collective investment undertaking the auditor shall indicate all breaches this Law and of other of legal acts found out during the audit, and to provide information about this if:
2) the property was invested on the basis of collective investment undertaking incorporation documents;
3) the efficiency of the approved risk management measures and methods related to the collective investment holding company or investment enterprise the management of which was not transferred to the holding company was evaluated;
6. If the collective investment undertaking is dissolved or liquidated, the auditor shall provide information about the following:
1) if the value of the net assets during the period from the conclusion of the last audit report till the dissolution or liquidation of collective investment undertaking was correctly calculated (if the period is longer than one month);
2) the property was invested on the basis of collective investment undertaking incorporation documents;
7. On the basis of supervisory authority demand the holding company shall provide explanations regarding own or collective investment undertaking managed by it, investment enterprise, the management of which was not transferred to the holding company - its own financial reports, and from auditors - explanations regarding the defined breaches of the requirements of this Law and (or) other legal acts.
8. The auditor, performing the audit of the holding company or the audit of the collective investment undertaking or any other activities defined under the Law on Audit, shall in an immediate manner and in writing inform the supervisory authority above any circumstances or facts clarified it these can:
1) substantially breach laws and other legal acts defining the regulations and conditions for issuing of permissions or which specifically regulate the activities of management companies or collective investment undertakings; or
2) hinder the holding company or investment enterprise the management of which was not transferred to the holding company, to continually perform its activities; or
9. The auditor shall also inform the supervisory authority in an immediate manner about any facts or circumstances defined under part 8 of this Law which come to be known during the performance of the audit of the company which is in close relations to the holding company or investment enterprise the management of which is not transferred to the holding company.
10. Informing of the supervisory authority shall not be considered as disclosure of confidential information as defined by legal acts or non-disclosure agreements, and for this reason it does not impose any negative consequences to the auditor.
11. The auditor, performing the audit of the holding company, the audit of the collective investment undertaking or investment enterprise the management of which was not transferred to the holding company, shall follow the procedures defined in the implementing legal acts issued by supervisory authorities adopted on the basis of Article 15 of this Law.
Article 15. The right of the supervisory authority to adopt legal acts implementing this Law
The supervisory authority defines:
2) interior control organization and performing procedures for of management companies and investment enterprises the management of which was not transferred to the management companies;
3) contents and form of periodic reports, and other reports for supervision, prospectus, the document of the basic information to investors and other information which is mandatory to provide, as well as the procedures for submitting of the financial reports;
4) contents and submitting procedures of reports on liquidation of an investment enterprise or dissolution of an investment fund;
6) capital and other risk-limiting requirements of management companies and investment enterprises capital;
7) the calculation procedures for inspecting of the party of a transaction follows diversification requirements;
8) procedures for issuing, suspending and cancelling of permissions and licenses defined under this Law;
9) procedures for evaluation of collective investment undertakings derivative investment instruments usage and related risks;
10) risk evaluation and management requirements for management companies or investment enterprises the management of which was not transferred to the holding company;
12) structure rules for collective investment entities, financing and financed undertakings merging;
13) procedures for activities organizational and execution of management companies and investment enterprises;
14) requirements applied to staff salaries policies of management companies or investment enterprises the management of which is not transferred to management companies;
15) collective investment undertakings information on essential collective investment undertakings incorporation documents procedures changes and prospectus changes and the exemplary lost of essential changes;
Article 16. Obligation to get the permit from the supervisory authority
1. The prior permit from the supervisory authority is necessary for:
4) merging of special collective investment undertakings or coordinated collective investment undertakings established in the Republic of Lithuania and the investment units or shares of which are disseminated only in the republic of Lithuania;
5) for merging of collective investment undertaking established in the Republic of Lithuania which will cease to exist after the merging (in case of merging of several coordinated collective investment undertakings established in the Republic of Lithuania and/or with other coordinated collective investment undertakings established in member countries, or when merging the coordinated collective investment undertakings the investment units or shares of which are disseminated in other member countries);
7) for a holding company licensed in another member country to be able to manage a collective investment undertaking established in the republic of Lithuania;
8) for a collective investment undertaking established in the Republic of Lithuania intending to become the financing undertaking and intending to exceed the investment threshold defined under Article 79, part 2 of this Law;
9) in case of dissolution or liquidation, merging or dividing of the financed undertaking when it is intended to invest at least 85 per cent of the financial assets of the financing undertaking established in the Republic of Lithuania into investment units or shares of another selected financed undertaking;
2. The supervisory authority may not issue the permit only under such cases, if such an issuing would contradict the legal acts or breach the interests of the collective investment undertaking participants.
Article 17. The right of the holding company or investment enterprise the management of which was not transferred to the holding company, to assign part of its functions to another company
1. The holding company or investment enterprise the management of which was not transferred to the holding company, seeking to have more efficient management, has the right to assign part of its functions to another company which has the right to provide related services, and it shall in an immediate manner and in writing shall notify about this the supervisory authority. The notification shall state the name of the receiving company (authorized person) and the list of functions intended to assign. If the holding company manages at least one coordinated collective investment undertaking in another member country, the supervisory authority, having received the notification of the holding company, shall, in an immediate manner notify the supervisory authority of the coordinated collective investment undertaking country to which the functions are planned to be assigned.
2. To assign part of the management functions to another company is allowed only when:
1) it will not hinder the supervision of the holding company or investment enterprise, it will also not harm the interests of investors;
2) the supervisory authority with a relevant third-country supervisory authority to the holding company licensed by it part of the functions are assigned, has an agreement on mutual exchange of information;
3) heads of the holding company or investment enterprise may at any time supervise the activities of the authorised entity;
4) the holding company or investment enterprise may at any time, when it is needed for the collective investment undertakings participants interests, to provide additional instructions or to cancel the authorization;
5) the authorized entity has the necessary qualification defined by the supervisory authority and can perform the indicated functions;
3. The holding company or investment enterprise the management of which was not transferred to the holding company, shall not have the right to assign so many functions to the other company as not to ave any functions itself. It shall be prohibited to assign decision taking function to the depository which protects the property of that holding company assets forming holding company investment funds, or the investment companies property, this prohibition applies to other companies the interests of which can inter-cross with the interests of the holding company, investment enterprise or the interests of their participants.
Article 18. Prohibition to transfer the assets forming the investment fund or the property belonging to the investment enterprise
1. Assets forming investment fund or property belonging to the investment enterprise cannot be transferred to the holding company, to heads of such company, their staff, or spouses. It shall also be prohibited to the holding company on the expense of its managed collective investment undertaking, and to the investment enterprise to obtain the property and assets of the persons defined under this part of the Article.
2. The prohibitions defined under part 1 of this Article apply to heads of the investment enterprise, its staff, and their spouses.
3. The property forming up the investment fund or assets belonging to the investment enterprise, cannot be lent, mortgaged, it is not allowed to provide any guarantees using it nor to warrant any liabilities of other persons. However, it still does not mean that it is prohibited to purchase not fully paid up transferable securities, money market instruments or other instruments defined under Article 75, part 1, Items 5, 7, and 8 of this Law.
4. It shall be prohibited to conclude any transactions with the investment fund or investment enterprise assets for the sale of transferable securities, money market instruments or any other investments not possessed by such a fund or enterprise.
5. The investment enterprise or holding company managing the assets of the investment fund shall not, in the name of the investment fund, take loans, except for the loans up to 10 per cent of net assets value up to 3 months that are necessary to maintain the liquidity. This shall not constitute a prohibition to borrow in foreign currencies for which the transferable securities or money market instruments are provided as warrants to the loan giver, but its value in other currency cannot be smaller.
Article 19. Approval of the agreement of investment enterprise with the holding company and depository
1. The investment enterprise management agreement with the holding company and its agreement with the depository must be approved by the general meeting of the shareholders. The general meeting of the shareholders can take such an approving decision with no less of 2/3 of majority of votes of the participating shareholders with the right to vote. The By-Laws of the company may set up even a higher majority of votes for taking such a decision.
2. The general meeting of the shareholders may transfer its right to undertake the decision defined under part 1 of this Article to the Supervisory Board, but for not a longer term than 3 years when the By-Laws of the company define the ceiling for remuneration for the holding company and depository. The Supervisory Board may undertake such a decision by a 2/3 majority of votes of all Board.
Article 20. Holding company or investment enterprise bankruptcy process specifics
1. Holding company ir investment enterprise bankruptcy procedure can only be made by the court of law.
2. Apart other persons indicated under the Law on Companies Bankruptcy of the Republic of Lithuania, the supervisory authority has the right to issue an application to the court of law for bankruptcy initiation to the holding company or investment enterprise.
3. The court of law having received the appeal from the supervisory authority to initiate a bankruptcy case, shall prohibit on the same day the holding company or investment enterprise to dispose banking accounts and investment instruments.
4. The court of law no later than within 15 days from the receipt of the application, undertakes a decision to initiate the bankruptcy case or to refuse to initiate it. If the court decides to undertake bankruptcy decision, it shall in an immediate manner, inform the supervisory authority.
5. Administrator of the holding company or investment enterprise returns to the collective investment undertaking participants company managed by the holding company, or to investment enterprise shareholders their funds or transfers the management of the collective investments undertakings management managed by it to another holding company. By adopting a relevant decision, the administrator of the holding company or investment enterprise shall act under the best conditions for the collective investment undertakings participants and for their interests.
Article 21. Holding company reorganization, separation or re-arrangement processes specifics
1. For reorganization, separation or re-arrangement of the holding company a prior permission of the supervisory authority is necessary.
2. A holding company shall not be reorganized or re-arranged into another company to which this Law is not applied.
3. The reorganization conditions of the holding company, apart from the information demanded by the Civil Code and the Law on Stock Companies, shall also indicate the number of collective investment undertakings and their participants managed by the holding company, data shall be provided on transferred and accepted for management collective investment undertakings and their property, about holding company own property, the depository, it shall also indicate the terms and conditions for liabilities transfer and accepting of the holding company, mayerial and non-material collective investment undertakings rights after reorganization, terms of attaining these rights and liabilities.
4. The holding company shall notify about reorganization, re-arrangement upon procedures established by the laws. In this notification the holding company shall indicate the proprietary and non-proprietary rights of the collective investment undertakings participants managed by it after the reorganization and the terms for attaining and using of these rights.
5. Reorganized or re-arranged holding company shall provide conditions for the collective investment undertaking participants company managed by it for art least one month after their informing about company reorganization or re-arrangement to demand to redeem their owned investment units or shares without any deductions.
6. The information on reorganization, re-arrangement process and terms shall be provided to any requesting company shareholder, collective investment undertaking participant, supervisory authority.
7. Reorganised holding company, having received the permission from the supervisory authority, may, without the consent of the collective investment undertaking's participants hand over the management of investment undertakings to another company and prior to that it shall provide all conditions for proper implementation of the rights of its management collective investment undertakings as it is defined under part 5 of this Article.
8. After the reorganization the supervisory authority cancels the license of the ceased to exist holding company on request of the company or by own initiative.
9. If during the reorganization of the holding company a new company is established, such a new company shall receive the license of the holding company upon the procedures defined by the supervisory authority.
10. Part of the holding company which continues the activities may be separated and on the basis of this part of the company, its assets, rights and obligations, a new or several new management companies of the same legal form may be established. For the holding company on the basis of mutatis mutandis the provisions of this Law shall apply which regulate the reorganizing of the holding company, together with the provisions of the Civil Code regulating reorganization on the basis of division.
Article 22. Holding company or investment enterprise liquidation process specifics
1. The holding company on the initiative of the general meeting of the shareholders may be liquidated only in case when it passed the management of all its collective investment undertakings to another holding company, or when due to the intent to liquidate the holding company, it dissolved all collective investment undertakings managed by it and when under the decision of the supervisory authority, the license of the holding company is cancelled.
2. If the holding company is liquidated on enforced basis following the procedures defined under the legal acts of the Republic of Lithuania, the liquidator of the liquidated company shall create conditions for the liquidated company managed collective investment undertaking participants on the basis of the procedures defined under this Law to submit applications to redeem their investment units or shares without any deductions. The liquidator of the liquidated holding company is responsible to ensure that during the liquidation process the actions of the holding company meed the requirement s of this Law.
3. From the day of the decision to liquidate the investment enterprise, issuing, sale and redemption of the investment company shares shall be ceased.
4. After the adoption of the decision to liquidate the investment enterprise, the liquidator must, in an immediate manner, submit to the supervisory authority the set of the financial reports of such an enterprise made upon the date of the decision to liquidate the investment enterprise, the audit report for this financial reports set, and the conclusion of the audit.
5. The assets of the investment enterprise under liquidation must be transferred to the shareholders of the investment enterprises on the basis of the best condition and interests of them. The shareholders shall be settled with money. The detailed procedures for the sales of the investment enterprise under liquidation shall be defined by the supervisory authority.
THE SECOND DIVISION
Duty of the holding company or investment enterprise to provide information
Article 23. The duty to prepare a prospectus, the document of the main information to investors and periodic reports
The holding company for each of its managed collective investment undertaking, or the investment enterprise the management of which was not transferred to the holding company, shall prepare the following:
Article 24. Prospectus and periodic reports
1. Prospectus shall contain sufficient information to enable the investors to make proper evaluations of the proposed investment and the risks related to it. The prospectus shall clearly and comprehensively explain the specifics of the risks.
2. The annual report shall provide the information as defined by the supervisory authority from which the investors could make substantiated conclusions regarding the activities and results of the collective investment undertaking. If interim dividends are paid, they shall be indicated in the half-year report.
3. The documents of the collective investment undertaking incorporation shall be provided as an addition to the prospectus. It is not mandatory to add the the incorporation documents of the collective investment undertaking if the investors are notified that these documents will be sent to them in person or it will be notified as where in the territory of the Republic of Lithuania they could have access to them.
4. If the information published in the prospectus changes, the prospectus shall no later than within 7 days from such changes be updated and provided for revision of the supervisory authority in an immediate manner.
5. The supervisory authority may define other requirements for the prospectus, the annual and half-year reports contents, form and the procedures for their submitting to the supervisory authority.
6. When a holding company licensed in the Republic of Lithuania manages a coordinated collective investment undertaking established in another member country, it shall provide to the supervisory authority the prospectus of that collective investment undertaking and all its changes, as well as annual and half-year reports.
Article 25. Procedures for publication of the prospectus and periodic reports
1. The holding company for each collective investment undertaking managed by it, and the investment enterprise the management of which was not transferred to the holding company, must publish the prospectus, annual and half-year reports.
2. Annual reports and half-year reports shall be published and provided to the supervisory authority on the following terms:
3. The copies of the prospectus, latest annual reports and half-year reports prepared after it shall be provided, free of charge to the investors requesting them. The prospectus shall be provided in a reliable medium or by putting a link on the internet website, and paper version of the prospectus, upon the request of the investors, shall be provided to them free of charge.
6. Annual report and half-year report copies printed on paper, upon the request of the investors, shall be provided to them on a free of charge basis.
7. Annual report and half-year report copies shall be available to the investors n the prospectus and in the document of the main information to investors by the way indicated.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 26. The document of the main information to the investors
1. The document of the main information to investors shall clearly have the words „pagrindinė informacija investuotojams“ (the main information to investors) and it shall provide all necessary information about the specifics of the collective investment undertaking on the basis of which they could understand the essence of the collective investment undertaking proposed to them and the specific risks related to it to enable them to undertake justified investment decisions.
2. For the purpose of comparing the information, the document of the main information to the investors shall be prepared following the form approved by the European Commission. During the preparation of the document of the main information top investors the contents and form requirements of shall be followed which are defined Commission Regulation (EU) No 583/2010 of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards key investor information and conditions to be met when providing key investor information or the prospectus in a durable medium other than paper or by means of a website, and the requirements defined by the supervisory authority for the content and form of the document of the main information to investors shall be followed.
3. If a coordinated investment undertaking or is holding company established in another member country or in the third country received the notification on the basis of Article 120, part 1 of this Law about the submitting of the document to the supervisory authority, the investors of the Republic of Lithuania shall receive a translated document of the main information to investors translated from the original language into Lithuanian without any changes or supplementations.
4. The document of the main information to investors shall be considered to be the pre-agreement information. The information provided in it shall be correct, clear, and not misleading, and it shall be in compliance to the information provided in the prospectus.
5. On the basis of the document of the main information to investors or on the information provided in its translation, the civil liability to the holding company or investment enterprise shall not appear, except for the cases if if the information provided in the document is misleading, incorrect or is not in compliance to the information provided in the prospectus. It shall be clearly warned about this in the document of the main information to the investors.
Article 27. Procedures for submitting the document of the main information to investors
1. The holding company or investment enterprise the management of which was not transferred to the holding company, before concluding an agreement with the investor regarding the sales of investment units or shares of the collective investment undertaking, shall provide to the investor the relevant collective investment undertaking's document of the main information to investors. if the investment units or shares of the collective investment undertaking are disseminated via mediators in the name of the holding company or investment enterprise the management of which was not transferred to the holding company, it shall be ensured that the relevant collective investment undertaking's document of the main information to investors is handed to the investor before making an agreement with the investor in relation to collective investment undertaking's investment units or shares sales.
2. The holding company or investment enterprise the management of which was not transferred to the holding company, shall, for the supplier of investment products and mediators who disseminate collective investment undertaking investment units or shares not in the name of the holding company or investment enterprise the management of which was not transferred to the holding company, consult on the investment into collective investment undertakings or products providing the opportunity to invest into these investment undertakings, upon their request provide the document of the main information to the investors of the relative collective investment undertaking.
3. The mediators indicated under part 2 of this Article shall provide to the investors the document of the main information to investors under the procedures defined under this Law.
4. A holding company or investment enterprise the management of which was not transferred to the holding company, shall provide the document of the main information to investors in a reliable medium, and by making a link at the internet website, or, upon the request of the investor, provides a printed paper copy of the document of the main information to investors.
5. A holding company or investment enterprise the management of which was not transferred to the holding company, shall permanently update the document of the main information to investors and to publish the latest version of this document on the website of the holding company or investment enterprise.
Article 28. Informing about essential changes of the document of the main information to investors and prospectus
1. A holding company or investment enterprise the management of which was not transferred to the holding company, shall inform about any essential changes of the incorporation documents and (or) prospectus of the collective investment undertaking that might have any impact to the participants of the collective investment undertaking and (or) changes of related prospectus shall in written form notify each collective investor undertaking participant and to provide the possibilities for all collective investment undertaking participant, upon the procedures defined u the supervisory authority, to demand to redeem the collective investment undertakings investment units or shares belonging to such a undertaking without any deductions.
Article 29. Publishing the price
1. A holding company or investment enterprise the management of which was not transferred to the holding company, shall, upon the procedures defined by collective investment undertaking incorporation documents, publish the prices of investment units or shares each time it sells or redeems such investment units or shares.
2. The holding company of the coordinated collective investment undertaking or investment variable capital company the management of which was not transferred to the holding company, shall publicly announce the prices of investment units or shares at least two times per month. If the supervisory authority agrees that publishing of these prices will not make any damage to the investment undertaking' participants, these prices can be published once per month.
Article 30. Public proposal and advertising
1. The promotional type of information targeted to investors, shall be clearly identified. It shall be correct, clear, and not misleading. The promotional type of information with which it is offered to obtain collective investment undertakings investment units or shares and which provides information about the collective investment undertaking, shall not contain statements in contradiction to the information provided in the collective investment undertaking's prospectus and in the document of the main information to investors, or any information deteriorating the importance of such information. The promotional type of information shall indicate that there is a prospectus available as well as the document of the main information to investors, it shall also indicate the place, where and in what language the investors can get or access such information.
2. The published collective investment undertakings promotion shall provide collective investment undertakings operation results and these results shall be compared to the comparative index of that collective investment undertaking. This requirement shall not apply to collective investment undertakings which are not obligated under this law to use the comparative index.
CHAPTER III
THE DEPOSITORY
Article 31. The obligation to hand over the assets to the depository
1. The assets of the collective investment undertaking shall be deposited at a local depository. The depository of the collective investment undertaking established in the Republic of Lithuania can be only bank which has the right to provide investment services in the Republic of Lithuania and having its registered office or subsidiary in the Republic of Lithuania, or established in the Republic of Lithuania. The depository of the holding company licensed in Lithuania and its managed collective investment undertaking established in another member country, can be only an institution having the right to provide investment services in that member country and having a registered office of branch in that country or established in that country.
Article 32. Duties of the depository
2. The depository shall operate for the benefit of the collective investment undertakings participants and:
1) shall ensure that the sales, issue, redemption, and withdrawal of investment units or shares is carried out following the requirements of legal acts and collective investment undertaking incorporation documents;
2) to ensure the calculation of investment units and shares value being performed on following the requirements of legal acts and collective investment undertaking incorporation documents;
3) to execute the orders of the holding company or investment enterprise if these are not in contradiction to the requirements of legal acts and collective investment undertaking incorporation documents;
4) to ensure that the payment for the transferred assets shall be paid during the defined period into the account of the investment fund or transferred to the investment enterprise;
3. The depository shall provide to the holding company or investment enterprise the management of which was not transferred to the holding company, all document needed to manage the bookkeeping and accounting, and preparing of financial reports.
4. Real estate collective investment undertaking depository before each valuation of the real estate property object shall inspect if the real estate valuator(s) comply to the requirements applied to them in relation to his/her (their) independence and selection criteria defined under the incorporation documents of the collective investment undertaking, to ensure that the valuation does not bread the requirements defined under Article 134, part 4 of this Law.
5. The depository shall inform the supervisory authority in writing and holding company or investment enterprise supervisory board or council on any noticed breaches of legal acts or any documents of investment undertaking incorporation.
6. On the basis of the requirement of the supervisory authority, the depository shall provide all information which it attained while performing the depository functions and which is needed for the supervisory authority to carry out the supervision of the collective investment undertaking and (or) holding company.
7. If the holding company managing the coordinated investment undertaking established in the Republic of Lithuania is licensed in another member country, the depository, seeking to perform its functions defined under this law and other legal acts, shall conclude a written agreement with such a holding company in which, apart from other things, there shall be provisions defining the procedures of information exchange. The provisions of this part in regard to the holding company licensed in the Republic of Lithuania managing a collective investment undertaking established in Lithuania, shall be applied on the principle of mutatis mutandis.
8. The remuneration for depository services cannot be bigger than it is established at collective investment undertaking incorporation documents.
9. The depository shall be responsible for the damage made to collective management undertaking participants or the holding company if the depository did not carry out its duties or carried out these duties improperly.
Article 33. Delegation of management to a depository
1. If the right of the holding company to manage the collective investment undertaking expires or is cancelled, and the collective investment undertaking is not transferred to another holding company, the holding company shall inform the depository on the expiration or cancellation of the right to manage the property. In such a case the temporal management of the collective investment undertaking shall be delegated to the depository which has all rights and obligations of the holding company, unless the laws and collective investment incorporation documents define otherwise.
2. The depository hands over the management of collective investment undertaking for the period for which the right of the holding company to manage the collective investment undertaking is suspended. In case when the management right of the holding company to manage the collective investment undertaking expires, the depository shall delegate the management to another company within 3 months from such delegation. The collective investment undertaking which was not transferred to another holding company within 3, shall be dissolved or liquidated.
Article 34. Separation of the holding company or investment enterprise from the depository
1. The depository is not allowed at the same time to carry out the activities of the holding company or investment enterprise, except for the case defined under Article 33 of this Law.
2. The heads of the holding company or investment enterprise, except for the members of the supervisory board, cannot be heads or staff of the depository which guards the investment fund of that enterprise or company or the assets of the investment enterprise when their functions are directly related to the operations of the depository.
3. The heads of the depository which guards the assets forming the investment fund or the assets of the investment enterprise, the functions of which are directly related to the operations of the depository, may form no more than 1/2 of the supervisory board of the holding company which manages the investment fund or the supervisory board of the investment enterprise. The heads of the depository which guards the assets forming the investment fund or the assets of the investment enterprise, the functions of which are directly related to the operations of the depository, cannot be members of the supervisory board of the same company that manages the investment fund, nor members of the supervisory board of the investment enterprise.
Article 35. Changing the depository
1. The holding company or investment enterprise can change the depository only in case when it has a prior permission to do this from the supervisory authority.
2. If the depository does not follow the requirements of legal laws, does not keep its obligations or keeps them in improper manner, the supervisory authority, seeking to ensure the rights of the collective undertaking investment participants, may order the holding company or the investment enterprise to change the depository.
CHAPTER IV
THE FIRST DIVISION
THE GENERAL PROVISIONS REGULATNG THE ACTIVITIES OF THE COLLECTIVE INVESTMENT SUBJECTS
Article 36. Collective investment undertakings activities forms, sorts, and types
1. Following this Law, coordinated and special collective investment undertakings in the Republic of Lithuania can be established in the form of an investment enterprise or investment fund if the provisions of this Article do not indicate otherwise. The special collective investment undertakings are divided into the following sorts and types.
2. The coordinated investment undertakings can only be established in the form of activities of an enterprise of an investment fund or variable capital company. It is prohibited to establish closed-type coordinated collective investment undertakings.
3. Following the law, the following sorts of special collective investment undertakings can be established:
4. The special collective investment undertakings can be of a open type (open type investment funds or investment variable capital enterprises) or closed type (closed type investment funds or closed type investment enterprises).
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 37. The size of the net assets of collective investment undertakings
1. The size of the net assets of collective investment undertakings, except for the cases defined under part 3 of this Article, shall be no less than:
Changes of the Article:
No. XII-1102, 2014-09-23, published on RLA 2015-03-31, i. k. 2014-13436
2. In case of a composite collective investment undertaking, the net assets of each sub-fund shall be no less than the net assets defined under part 1 of this Article.
3. The requirements defied under part 1 of this Article shall not be applied:
1) for 6 months after the start of activities of an investment fund, as it is defined under parts 1 and 2 of Article 6 of this Law;
4. If the established new collective investment undertaking does not accumulate the mandatory amount of the net assets as defined under part 3 of this Article, its holding company or investment enterprise the management off which was not handed over to the holding company, shall take immediate measures to dissolve or liquidate such a collective investment undertaking.
5. If the net assets of the investment fund become less than 330 000 Euro and the net assets of the investment enterprise less than 660 000 Euro, it shall be notified to the supervisory authority in an immediate manner. The notification shall state the reasons of decrease of the next assets and the measures planned for correcting the situation.
Changes of the Article:
No. XII-1102, 2014-09-23, published on RLA 2015-03-31, i. k. 2014-13436
6. If, during 6 months from the day when the net assets decreased below the requirement, the situation is not solved, the holding company or investment enterprise the management of which was not transferred to the holding company, shall take immediate measures to dissolve or liquidate such a collective investment undertaking.
7. If the holding company or investment enterprise the management of which was not transferred to the holding company, does not take the actions defined under parts 4, 5, and 6 of this Article or does not liquidate or dissolve the collective investment undertaking during a reasonable term, the supervisory authority shall have the right to undertake a decision to dissolve such an investment fund or to cancel the validity of the investment enterprise license.
Article 38. Classes and (or) series of investment units or shares
1. The collective investment undertaking may have different classes and (or) series investment units or shares. The division of investment units or shares into classes and (or) series shall be based on objective criteria and shall not discriminate the collective investment undertaking investments and participants.
2. Different investment units or shares classes and (or) series, their rights and obligations of investors owing them and applied limitations shall be defined under collective undertaking incorporation documents, the prospectus and the document of the main information to investors.
3. One share of an investment enterprise, without regard to its value, class and (or) series, provides to the shareholder one vote at the general meeting of shareholders.
Article 39. Investment fund
1. The property which makes the investment fund represents a joint ownership of its participants. The part of the a participant in the joint ownership is established in relation to the number of investment units recorded into his/her investment units account.
2. The holding company manages, uses, and utilizes the assets forming the fund on the basis of property trust right.
3. It is prohibited to direct enforcing of payments to the property forming the investment fund on the basis of liabilities of the holding company or fund participants. The creditors of the investment fund participant shall only have the right to direct debt recovery procedures to that participant and only to the investment units belonging to that participant. The participant of the investment fund shall be liable for the liabilities undertaken by him/her only for the value of investment units belonging to him/her.
Article 40. Comparative index
1. Coordinated collective investment undertakings and undertakings of collective investment into transferable securities shall use the comparative index.
2. The comparative index of the collective investment undertaking shall provide to the public the opportunity to be able to correctly evaluate the results of the collective investment undertaking activities. The comparative index of the collective investment undertaking shall be selected on the basis of specific collective investment undertaking investment strategy.
4. By publicizing the collective investment undertaking activities results, the holding company or the investment enterprise the management of which was not transferred to the holding company, shall compare them with the comparative index following the procedures established by the supervisory authority. This requirement shall not apply to the collective investment undertaking activities results published in the document of the main information to investors. The collective investment undertaking comparative index shall also be indicated in the annual report of the collective investment undertaking.
Article 41. Changing the investment strategy of the collective investment undertaking
1. The investment strategy of the coordinated investment undertaking cannot be changed in such when the collective investment undertaking could become a special collective investment undertaking.
2. Coordinated and special collective investment undertakings strategy cannot be changed in such a way as to enable them to become the collective investment undertaking for which this Law becomes inapplicable.
3. By changing the strategy of the collective investment undertaking in essence, or when the change of the strategy results in the change of type or sort of the undertaking, about such changes the participants shall be informed in advance on the basis of the procedures defined under the incorporation documents of the undertaking.
4. In cases defined under part 3 of this Article the company shall provide the opportunity for collective investment undertaking participants during a reasonable term, which cannot be more than 2 months from proper information of the participants about the planned collective investment undertaking strategy change, to demand to redeem the collective investment undertaking investment units or shares belonging to them without additional deductions. About this right the participants shall be informed by providing the notification defined under part 3 of this Article.
THE SECOND DIVISION
PROCEDURES OF SALES AND REDEMPTION OF COLLECTIVE INVESTMENT SUBJECT INVESTMENT UNITS OR SHARES
Article 42. Purchase of investment units or shares
1. The investors purchases the investment units or shares in simple written form concluding an agreement with the holding company, investment enterprise or disseminator investment units or shares.
2. Investment units or shares may be issues only after receipt of money into the investment undertaking's account. The ownership right to the investment units or shares is attained from the moment of record making in the personal investment units or shares account. The record in the personal investment units or shares account shall be made no later than within one working day from money receipt into the collective investment undertaking's account. In case when the investment units or shares are not issued on every day, the record in the personal investment units or shares account shall be made immediately after the release of such investment units or shares. If additional investment units or shares are provided during profit distribution, then the ownership right to them appears from the moment of making the record in the personal account of investment units or shares.
3. The investment units or shares of collective investment undertakings established under this Law, may be disseminated by an operator of a regulated market or multilateral trade system operator and (or) upon the procedures defined by the payment system technical and organisational procedures defined by the supervisory authority.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 43. Direct dissemination of investment units or shares
1. The managing company, before ordering to the investor to obtain collective investment undertaking investment units or shares, shall propose to the investor to provide information about his/her knowledge and experience in the area of investment related to specific collective investment undertaking investment units or shares.
2. Taking into regard the information provided by the investor, the holding company shall evaluate whether the investment units or shares of a specific investment undertaking are suitable for a particular investor. If the holding company, after evaluation of the information provided by the investor, defined that the investment units or shares of a specific investment undertaking are not suitable for a particular investor, it shall warn the investor about that. The warning can also be provided in a standardized form.
3. If the investor refuses to provide the information defined under part 1 of this article or provides insufficient information about his/her knowledge and experience in the area of investment, the holding company must warn the investor that his/her refusal to provide necessary information or providing of insufficient necessary information does not allow the company to define if the investment units or shares of a specific investment undertaking are suitable for this investor. Such a warning can also be provided in a standardized form.
4. The holding company may accept the application to obtain investment units or shares without previously collecting the information about the knowledge of the investor and his/her experience in the field of investment, whether the the investment units or shares of a specific investment undertaking are suitable for this investor, when the following conditions are met:
1) the dissemination of investment units or shares of a specific investment undertaking are made on the initiative of that investor;
2) the investor was warned that the holding company disseminating the investment units or shares of a specific collective investment undertaking is not under an obligation to evaluate the suitability of the proposed collective investment undertaking collective investment units or shares to the investor, and for this reason the investor shall not be able to use the investor's interests protection defined under this law, while such protection is provided for other services. Such a warning can also be provided in a standardized form.
5. The provisions of this law to investment companies the management of which was not transferred to the management companies, shall be applied on the basis of mutatis mutandis.
Article 43. Price of the investment units or shares
1. The price of the investment units or shares shall be defined by dividing the value of the net assets from the number of the investment units or shares in circulation.
2. The price, indicated under part 1 of this Article, can be increased by the size of collective investment undertaking investment units or shares related deduction (if it is defined under the incorporation documents of the collective investment undertaking) only in case if such deductions do not decrease the value of the net assets. To reduce the redemption price of investment units or shares with the amount related to their redemption can be allowed only in case when this amount was not used to decrease the value of the net assets and was not used to increase the sales price.
Article 44. Defining the value of the net assets
The value of the net assets is defined taking into regard the market price of the collective investment undertaking property and following the principles defined under the supervisory authority legal acts for defining the value of the net assets, the rules for defining the value of the net assets as set forth in the incorporation documents of the collective investment undertaking.
Article 45. Redemption of investment units or shares
1. The holding company or investment enterprise upon the demand of the collective investment undertaking participant shall redeem its investment units or shares for the price of the day of the application for redemption, if such an application was provided till the deadline defined by the holding company or investment enterprise the management of which was not transferred to the holding company. If the application for redemption is submitted after the deadline, the investment units or shares shall be redeemed for the price of the next day after submitting of the application, with the exception of the application to redeem real estate, the investment units or shares of private capital investment undertaking and (or) collective investment undertaking which invests into other investment undertakings (such applications shall be void).
2. The actions of the holding company or investment enterprise the management of which was not transferred to the holding company, which it takes seeking to ensure that the investment units value or the value of the of the collective investment undertaking investment units or the stock market value would not substantially differ from the net assets value of that undertaking, shall be ascribed to the redemption of the investment units or shares as defined under part 1 of this Article.
3. The payment settlement for the redeemed investment units or shares of the coordinated investment undertaking shall be made within 7 days from the day of submitting the application to redeem such investment units or shares.
4. The payment procedures for the redeemed special collective investment undertaking investment units or shares is established under other relevant articles of this Law regulating the activities of related sort and type of the special collective investment undertakings.
5. The application to redeem investment units or shares which belong on joint ownership basis to spouses, shall have the right to submit one of the spouses having the consent-authorization issued by the other spouse, and such an authorization can be of simple written form.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 47. Suspension of investment units or shares redemption
1. The holding company, investment enterprise, or the supervisory authority has the right to suspend the redemption of investment units or shares.
3. The redemption may be suspended if:
1) if it is necessary to protect the interests of public, and together the interests of the participants from possible insolvency of the collective investment undertaking or drop in redemption price, when the market of the investment instruments situation is unfavourable and the value of the investment instruments portfolio is decreased;
2) the funds to pay for the redeemed investment units or shares are insufficient, and the sales of the available investment instruments could be with a loss;
4. From the moment adopting the decision to suspend the redemption of the investment units or shares, it is prohibited to:
5. An immediate notification in writing shall be sent to the persons via which the redemption is made, as well as to the supervisory authority, and in case when the investment units or shares are disseminated in other member countries or third countries - to the supervisory authorities on other member countries or third countries; this shall also be published on via mass media, and the holding company or investment enterprise the management of which was not transferred to the holding company shall inform its investors, who intend to submit their applications to obtain the investment units or shares of such a collective investment units, in writing about such a suspension.
Article 48. Renewal of the redemption
1. If the decision to suspend the redemption was undertaken by the supervisory authority, it can be renewed only by that supervisory authority or an administrative disputes commission, or the law if it finds reasons to revoke such a decision. In other cases the right for this belongs to the holding company or investment enterprise.
Article 49. Peculiarities of investment variable capital company shares dissemination
1. For the sales of investment variable capital company shares, the provisions of the Law on Stock Companies regulating the signing and payment for the shares of stock companies shall not be applied. The investment variable capital company shares can be started to be disseminated as soon as the company received the license of investment variable capital enterprise and the permission of the supervisory authority to approve the by-laws of the investment variable capital company, to select the depository and, if applicable, the permission for the holding company licensed in another member country, to manage the investment variable capital company established in the Republic of Lithuania.
2. The shares of the variable capital investment enterprise can be disseminated without any set term. The size of shares issue shall not be limited, except for the case when the by-laws of the variable capital investment enterprise define the biggest amount for which the shares can be disseminated.
3. The variable capital investment enterprise shall not have the right to sell its shares on hire-purchase basis or to postpone the term of payment for them.
THE THIRD DIVISION
COMPOSITE COLLECTIVE INVESTMENT SUBJECTS
Article 50. Composite collective investment undertaking incorporation documents
1. The by-laws of composite collective investment undertakings shall provide the information defined under Article 72, part 1, Items 2, 3, 5, and 7, Article 126, part 2, Items 1 and 2, Article 152, part 2 about each sub-fund forming it on a separate basis. In addition, the by-laws of the investment enterprise shall indicate the following information about each sub-fund:
2. The regulations of the composite investment fund shall provide the information defined under Article 66, part 2, Items 3, 7, 9, 12, 14, 15, 17, 18, and Article 126, part 2, items 1 and 2, for each sub-fund forming it. In addition, the rules of the investment fund shall provide information about each sub-fund as defined under part 1, Items 1, 2, and 3 of this Article.
3. The incorporation documents of the composite collective investment undertaking shall also contain:
1) the procedures of changing the investment units or shares of the sub-fund into other investment units or shares of a sub-fund belonging to the same investment undertaking;
Article 51. Requirements applied to composite collective investment undertakings and their management companies
1. The composite collective investment undertaking holding company or an investment enterprise the management of which was not transferred to another company, shall follow the requirements defined under this Law and other legal acts set forth for respective sort and type collective investment undertakings and their management companies.
2. The provisions of this Law and other legal acts regulating the activities of a collective investment undertaking, except for the provisions defined under Article 134 of this Law, shall be applied for each sub-fund separately. For each sub-fund separately the provisions of this Law, Chapter II are not applied, except for the provisions of Articles 6 and 7 which, on the basis of mutatis mutandis, are applied for each sub-fund.
3. The assets of sub-funds forming the composite investment undertaking shall be kept at one depository.
4. The assets forming each fund shall be included into accounting separately from the assets of other sub-funds forming the same collective investment undertaking.
5. The assets forming one sub-fund cannot be used for to cover liabilities of other sub-fund forming the same collective investment unit or liabilities of any third persons.
6. The composite collective investment undertaking shall have its common prospectus. The document of the main information to investors shall be prepared for each sub-fund separately.
7. The list of collective investment undertaking participants the holding company or investment enterprise the management of which was not transferred to the managed company, shall manage separately upon each sub-fund. By issuing the ownership certification documents, they shall indicate specific sub-fund(s) title(s).
8. The holding company or the investment enterprise shall be prohibited to make any deductions from collective investment undertaking assets made between its sub-funds.
Article 52. Peculiarities of composite investment enterprise
Article 53. Exchange of sub-fund investment units or shares
The participants of the collective investment undertaking can exchange his/her investment units or shares of the sub-fund into other sub-funds investment units or shares into other of the same collective investment undertaking if the incorporation documents of that collective investment undertaking do not define otherwise. During the exchange of the sub-fund investment units or shares it is prohibited to make any deductions in relation to dissemination or redemption of collective investment undertaking investment units or shares, except the deductions directly related to the costs of exchange of investment units or shares.
FOURTH SECTION
MERGING OF SPECIAL COLLECTIVE INVESTMENT SUBJECTS AND COORDINATED COLLECTIVE INVESTMENT SUBJECTS ESTABLISHED IN THE REPUBLIC OF LITHUANIA THE INVESTMENT UNITS OR SHARES OF WHICH ARE DISSEMINATED ONLY IN THE REPUBLIC OF LITHUANIA
Article 54. Principles of collective investment undertakings merging
1. The provisions of this section shall apply for merging of special collective investment undertakings and coordinated collective investment undertakings established in the Republic of Lithuania the investment units or shares of which are disseminated in the Republic of Lithuania.
2. The definition of a collective investment undertaking defined under this section also covers its sub-funds.
3. Following the requirements defined under this section, the merging of collective investment undertakings can be done upon procedures established by legal acts without taking into regard the form of activities of the collective investment undertakings.
5. Merging of collective investment undertaking is joining of two or more collective investment undertakings into a new collective investment undertaking to which the assets and liabilities of all collective investment undertakings participating in the merging are transferred.
6. Attaching of collective investment undertakings - attaching one or mow collective investment undertakings to another collective investment undertaking to which the assets and liabilities of all collective investment undertakings participating in the merging are transferred.
7. For merging of collective investment undertakings a prior permission of the supervisory authority is needed.
8. It is prohibited to merge:
1) a special and a coordinated collective investment undertakings if after their merge only a special collective investment undertaking will remain;
Article 55. Procedures for issuing a permit to merge collective investment undertakings
1. The holding company or investment enterprise the management of which was not transferred to the holding company and which wants to receive a permit for merging of collective investment funds, shall provide to the supervisory authority the following:
1) a project of the general merging conditions approved by the collective investment undertakings and their management companies;
2) the latest incorporation documents of the collective investment undertaking that will be in operation after the merging, its prospectus and the document of the main information to the client;
3) a prepared approval of the depositories of the collective investment undertakings participating in the merging upon the requirements defined under Article 56 of this Law;
2. If the supervisory authority defined that it has bot received all documents and information defined under part 1 of this Article, in 10 working days from the receipt of part of such documents or information, it shall have the reight to demand from the holding company or investment enterprise the management of which was not transferred to the holding company, to provide all needed documents or information.
3. The supervisory authority shall have the right to demand, in writing, the holding company or investment enterprise the management of which was not transferred to the holding company, to supplement and (or) change the information intended to be provided to collective investment undertakings participants. The supervisory authority shall use its right during 15 working days from the receipt of the documents and information defined under part 1 of this Article.
4. The supervisory authority shall issue its permit to merge the collective investment undertakings when:
1) the planned merging complies to all the requirements defined under this chapter and defined under the legal acts of the supervisory authority which implement the requirements of this chapter;
5. The supervisory authority shall inform the holding company or investment enterprise the management of which was not transferred to the holding company, about the decision to issue or to refuse to issue the permission to merge collective investment undertakings, within 20 working days from the receipt of all needed documents and information defined under part 1 of this Article.
6. For the collective investment undertaking's investment portfolio which will operate after the merging, the provisions for temporal non-following of the investment rules, as defined under Article 82, part 2 of this Law, shall be applied on the basis of mutatis mutandis. The term of temporal non-following of the investment rules shall be calculated from the day of the final completion of the merging of collective investment undertakings.
Article 56. Additional duties of depositories of the collective investment undertakings participating in the merging
The depositories of the collective investment undertakings participating in the merging shall confirm that they inspected if the merging method defined under the general merging conditions project, the collective investment undertakings participating in the merging, the planned merging completion date, and the rules defined for transfer of the assets, investment units or shares are in compliance to the requirements defined under the legal acts of the Republic;ic of Lithuania and the requirements of related collective investment undertaking incorporation documents, and that no non-compliances were identified.
Article 57. Additional duties of the auditors of the collective investment undertaking which will cease to exist after the merging and the duties of collective investment undertakings or their management companies taking part in the merging
1. The auditor of the collective investment undertaking which will cease to exist after merging, shall approve:
1) the evaluation criteria for assets and liabilities which will appear after the exchange of the investment units or shares as indicated under Article 62, part 2 of this Law and their ratio;
2. The collective investment undertakings or their management companies which take part in the merging, shall ensure that the copies of the auditor's report were provided to the supervisory authority, and also provided on a free of charge basis to the collective investment undertakings participants on their request.
Article 58. Procedure for information provision to the participants of collective investment undertakings taking part in the merging
1. Collective investment undertakings or their management companies that take part in the merging shall provide to the participants of the collective investment undertakings under merging sufficient and exact information about the merging which is necessary to be able to properly evaluate the impact of such a merging to the investment of the participants and to provide possibilities for them to take substantiate decisions for the use of the right defined under Article 60 of this Law.
2. The information provided to the participants of the collective investment undertakings taking part in the merging shall indicate the following:
2) the anticipated impact of the merging to the participants of the collective investment undertakings taking part in the merging, including, but not limited to, the information on all significant changes in relation to investment policies and strategy, expenses, anticipated consequences, periodic reports, possible changes of activities, and, if applicable, a clear warning to the investors that the taxation regime applied to them after the merging can be changed;
3) the period after expiration of which the investment units or shares of a collective investment undertaking which will cease to exist will not be issued or redeemed;
4) all rights related to the merging which are provided to the collective investment undertaking participants in relation to the merging, including, but not limited to the right to get additional information, the right to demand to receive the copy of auditor's report and the right to use the right defined under Article 60, part 1 of this law, at the same time indicating the term, during which it is possible to use this right;
5) other important procedure related merging aspects and the planned date of the end of the merging, including, but not limited to, the decisions of investment enterprise merging procedures and the method of informing them about the end of the merging, also the information about the intent to stop the issue and (or) redemption of the investment units or shares seeking the efficient completion of the merging;
3. The information on the merging to the participants of the collective investment undertaking of the merging shall be provided after the supervisory authority provides its permission to merge the collective investment undertakings, but no later than 30 days before the end of the term during which the participants can use their rights defined under Article 60, part 1 of this Law.
4. During the period from providing the information about merging to the collective investment undertaking participants taking part in the merging till the day of the completion of merging, the holding company or investment enterprise the management of which was not transferred to the holding company, shall provide the information defined under part 2 of this Article to all persons intending to purchase investment units or shares from any person participating in the merging of the collective investment undertaking or to any persons who requested incorporation documents, prospectus or the document of the main information to investors for any of such undertakings.
Article 59. Decision for merging of an investment enterprise
The decision for merging of an investment enterprise shall be undertaken on the basis of a decision of the qualifying shareholders at general meeting of the shareholders votes, and the number of the votes shall be no less than 2/3 of all votes of the shareholders participating. In any case, it is prohibited to define that such a decision should be undertaken by more than 75 per cent of all votes of the shareholders participating at the general meeting of shareholders.
Article 60. The right of the participants of the collective investment undertaking taking part in the merging and the procedure for using it
1. The participants of the collective investment undertaking taking part in the merging shall have the right to demand that their investment units or shares be redeemed, or, if applicable, converted into investment units or shares of another coordinated investment undertaking the investment strategy of which is similar and which is managed by the same or another holding company when such management companies are related with common management or control, or when they directly or indirectly control their shares portfolio, and without any deductions which the collective investment undertaking or its holding company applies seeking to cover the investment reduction costs in relation to such requirements of the participants.
2. The owners of investment units or shareholders can use their right defined under part 1 of this Article from the moment when they are notified about such merging. This right expires 5 days before the day of investment units or shares exchange rate calculation as defined under Article 62, part 2 of this Law.
3. The supervisory authority, without breaching the requirements of part 1 and 2 of this Article, has the right to demand or to allow the holding company or the investment enterprise to temporarily suspend the issue of investment units and (or) shares when it is necessary to protect the interests of the owners of the investment units or shares.
Article 61. Covering the merging-related costs
It shall be prohibited to use the assets of the collective investment undertakings participating in the merging or on the expense of their participants to cover any costs related to the preparation of the merge, implementation of the merge or finalizing of the merge, including any legal, consulting, administrative or other expenses and costs. This prohibition shall not apply to an investment enterprise taking part in the merging the management of which was not transferred to the holding company or its shareholders.
Article 62. The completion of the merging procedure
1. The merging of the collective investment undertakings shall be considered as completed when, after converting the investment units and shares of the collective investment unit which will cease to exist after the merging into the investment units and shares of the collective investment unit which will operate after the merging, the last records are made in the personal investment units or shares accounts.
2. The ratio of exchange of the investment units or shares of the collective investment undertaking that will cease to exist after the merging into the investment units or shares of the collective investment undertaking that will start to operate after the merging shall be established on the day of merging completion as defined under part 1 of this Article.
3. The dates defined under parts 1 and 2 of this Article cannot be prior than the date when the shareholders of the investment enterprises approved the merging.
4. The collective investment undertaking that will start to operate after the completion of the merging, or its holding company, shall inform about the completion of the merging in an immediate manner, but not later than within 5 days:
1) to inform the supervisory authority in writing and to provide to it the documents of incorporation of the investment fund what ceased to exist after the merging and the application to approve these documents as no longer in force;
Article 63. Consequences of the completed merging
1. The merging completed upon the procedures defined under this section cannot be declared as void or invalid.
2. Consequences of the completed merging:
1) all assets of the collective investment fund that will cease its existence after the merging and its liabilities hall be transferred to the collective investment undertaking which will operate after the merging, or, if applicable, shall be transferred on the right of trust to the depository of the collective investment fund that will operate after the merging;
2) the participants of the the collective investment fund that will cease its existence after the merging shall become the participants of the collective investment undertaking which will operate after the merging;
Article 64. The procedures of confirmation of the transfer of assets and liabilities
The collective investment undertaking which will operate after the merging or a collective investment enterprise the management of which was not transferred to the holding company, shall, upon the procedures established by the supervisory authority, shall confirm to own depository the fact of the transfer of assets and liabilities.
V CHAPTER
THE FIRST DIVISION
Investment fund
Article 65. Establishing of an investment fund
Article 66. Investment fund regulations
2. The regulations of the investment fund shall define the relationships of the holding company and investment fund participants. These rules shall indicate:
1) investment fund title from which it is possible to define the sort of the investment fund, and information enabling to define if this fund is coordinated, or special collective investment undertaking;
3) investment strategy of the assets forming the investment fund, restrictions to investments and specialization in the geographical done or business area; information that the fund has the comparative index, and the place where it is possible to access the information on the procedures of forming it;
5) rights and obligations of the holding company for the management of the fund, the transactions which the holding company can conclude and execute on the expense of the investment fund and for the benefit of it;
6) calculation methods of remuneration for the holding company, depository, and investment units or shares disseminator, the amount of it and payment procedures of it;
7) the final list of other expenses to be covered from the assets forming the investment fund, and the calculation methods;
3. Investment fund regulations may also contain other provisions which are not in contradiction to this Law and other legal acts.
4. If the information defined under investment fund regulations changes, the investment fund regulations shall be amended, and provide to the supervisory authority no later than within 7 days from the day of emerging of such changes.
5. The requirement to receive the prior permission of the regulatory institution to renew the regulations of the fund shall not be applied, but the management institution shall no later than within 7 days from the renewal of the regulations, provide a copy of the renewed regulations to the supervisory authority. The cases which are considered to be updates of the investment fund regulations are defined by the supervisory authority.
Article 67. Investment fund participants rights
1. Investment fund participants shall have the following rights:
1) upon the procedures defined by this Law and the regulations of the investment fund to receive part of the investment fund revenues;
Article 68. Remuneration and other expenses covered from the funds forming the investment fund
1. The remuneration for the holding company for managing the investment fund, for the depository services and other costs related to the investment fund shall be paid from the funds forming the investment fund.
2. The funds forming the investment fund can be used to pay only such expenses which are related to the management of the investment fund and which are defined under the regulations of the investment fund. The amount of such expenses cannot exceed the expenses amount limits defined under the regulations of the fund. Any other expenses not defined under the regulations of the fund or exceeding the expenses amounts limit shall be covered on the expense of the enterprise.
Article 69. Investment fund profit distribution
1. The part of the investment fund profits belonging to the participants (payments in cash) shall be paid only in cases when it is defined under the investment fund regulations. The investment fund regulations shall also set the frequency of paying such payments, investment revenue (profit) share which will be distributed for such payments, and payment procedures.
Article 70. Expiration of the holding company right to manage the investment fund
The right of the holding company to manage the investment fund expires:
Article 71. Dissolution of the investment fund
1. The investment fund is dissolved after its assets are divided upon the procedures and cases defined at the regulations of the investment fund and legal acts. The decision to dissolve the investment fund can be taken by the board of the holding company, supervisory authority or the board of the depository upon the procedures defined under this Law and the regulations of the investment fund.
2. After the decision for dissolving of the investment fund is undertaken, the redemption and dissemination of investment units shall be cancelled.
3. In case it becomes known during the dissolution of the investment fund that the assets forming the investment fund are insufficient to cover the liabilities undertaken by the fund, the holding company shall not be under obligation to fulfil these liabilities when upon the request of the holding company the supervisory authority confirms that there is no sufficient data that the holding company improperly followed its responsibilities defined under this law and under investment fund regulations.
4. After the completion of creditors demands, the funds received for the sold assets and property, shall be distributed to the investment fund participants on the basis of proportion.
5. If there are cases in the court of law under investigation in relation to liabilities which shall be executed on the expense of the investment fund, the investment fund can only be dissolved after the enforcement of the court decision of such cases.
6. After the dissolution of the investment fund, the holding company shall immediately provide to the supervisory authority the incorporation documents of such an investment fund together with a letter of application to approve the fund as no longer existing, the financial reports set made upon the data of the day of fund dissolution, auditors conclusions and audit report, in which the information defined under Article 14, part 6 shall be provided.
THE SECOND DIVISION
VARIABLE CAPITAL INVESTEMT COMPANY
Article 72. By-laws of the variable capital investment enterprise
1. Apart from the requirements defined under the Law on Stock companies, the By-Laws of the variable capital investment enterprise shall indicate the following:
1) title of the company from which it shall be clear to understand the sort of the special variable capital investment enterprise, and information to be able to define if such an enterprise is a coordinated or special collective investment undertaking;
3) investment strategy, information that the company has the comparative index and the place where it is possible to get to know the procedures for forming it;
5) the procedures of revenues (including the dividends) distribution to the shareholders (periods, profit share allocated to the dividends);
7) expenses structure and the procedures for covering them, the amount of the remuneration to the depository, and the maximum permitted expenses amount to be covered from the assets of the enterprise;
2. It is not obligatory to indicate the size of the authorized capital and the number of shares in the By-Laws. The By-Laws can only indicate the maximum amount for which it is allowed to issue shares. The nominal value of the shares shall only be indicated when the shares have a nominal value.
3. The procedures of variable capital investment enterprise head of the management and management bodies election and revocation shall be indicated only under such cases, when the management of the enterprise is not transferred to the holding company.
4. The By-Laws of the variable capital investment enterprise and their changes or supplementations shall be registered at the Register of Legal persons after these are approved by the supervisory authority.
5. If the information indicated in the variable capital investment enterprise By-Laws, such By-Laws with relevant changes and updates shall be provided for revision to the supervisory authority no layer than within 7 days from the date of appearing of such changes.
6. The requirement to receive the prior permission of the supervisory authority to update the By-Laws of the variable capital investment enterprise shall not be applicable, however the holding company or investment enterprise the management of which was not transferred to the holding company shall, in an immediate manner, but no later than within 7 days of the update of the By-Laws, provide to the supervisory authority the updated By-Laws copy. The cases which shall be considered as updates of the investment enterprise By-Laws shall be defined by the supervisory authority.
Article 73. Redeemable shares of the variable capital investment enterprise
2. The variable capital investment enterprise shall be prohibited to issue privileged shares, bongs, or shares without the right for redemption to their shareholders.
Article 74. The variable capital investment enterprise management agreement
1. The management agreement between the holding company and variable capital investment enterprise shall contain the following:
4) the authorizations of the holding company for keeping the relationship with the depository and other institutions;
VI CHAPTER IV
CORDINATED COLLECTIVE INVESTMENT SUBJECTS
THE FIRST DIVISION
Coordinated collective investment undertakings
investment regulations
Article 75. Investment objects
1. The assets of the coordinated collective investment undertaking shall consist only of:
1) transferable securities and money market instruments included into the market trade list which are considered as regulated on the basis of the law on Financial Instruments Markets, and (or)
2) transferable securities and money market instruments included into trade in another members country defined under its rules at an operating, recognized, and supervised market, and (or)
3) transferable securities and money market instruments included into the trade in other countries (not member countries) at an operating, recognized, and supervised market accessible to the public, if such a market is indicated in the incorporation documents of the collective investment undertaking, and (or)
4) issued new transferable securities, if the conditions of the issue define the obligation to include such securities into trade into regulated markets, and if such securities would be included into trade no later than within one year from their issuing (if there is such a market in the country defined under part 3 of this Article, this shall be indicated in the incorporation documents of the collective investment undertaking), and (or)
5) investment units and shares of the collective investment undertakings defined under Article 79, part 1 of this Law, and (or)
6) deposits for a period not exceeding 12 months, which can be taken back upon demand at the credit institution the registered office of which is in the member country or another country, in which the risk-preventing supervision is no less strict than it is defined in the European Union, and (or)
2. Investment into money market instruments which are not included into regulated market, is allowed only in such cases, then the issue or the issuer of these instruments are regulated for the purpose of protecting the investors and their savings and these instruments are:
1) issued or guaranteed by the member country government, regional government, municipality or central bank, the European Central Bank, the European Union bank or the European Investments Bank, third-country government or one of the subjects forming a federation state, or internal organizations to which belongs at least one country, or
2) issued by a subject the securities of which are included into the trade in regulated markets as defined under part 1, items 1, 2, and 3 of this Law, or
3) are issued or guaranteed by a subject the activities risk of which is supervised upon the requirements of the European Union or on the basis of such requirements which are no less strict than the European Union requirements, or
4) the issued companies which comply to the requirements approved by the supervisory authorities, the capital or reserves of which make up at least 10 million Euro, and which prepares consolidated financial reports and provide financing function of company groups, when at least one company belonging to the group has transferable securities included into the regulated marked, or which uses bank loans to issue financed securities, and the investment into such money market instruments are protected no less than as indicated under part 2 of this Article and its Items 1, 2, and 3.
3. The variable capital investment enterprise may obtain only such movable and real estate property which is directly needed for performing of its activities.
4. Into the transferable securities and money market instruments not defined under part 1 of this Article, the investments cannot exceed 10 per cent of the net assets.
5. The assets of a collective investment undertaking cannot be invested into precious metals or securities providing rights for these metals, but can be invested into money.
6. If a collective investment undertaking consist of more than one investment fund, the provisions of this chapter shall be applied to each sub-fund individually.
Article 76. Investment portfolio diversification
1. Investments into transferable securities or money market instruments issued by one persons cannot exceed 5 per cent of the coordinated collective investment net assets forming its property, except for the cases defined under parts 2, 5, and 6 of this Article.
2. Investments into transferable securities or money market instruments issued by one persons can exceed 5 per cent of the coordinated collective investment net assets forming its property, but cannot exceed 10 per cent of the net assets when the total sum of such investments is not more than 40 per cent of the net assets (this restriction does not apply to deposits or derivative financial instruments which are traded in a non-regulated market if their issuer is under risk-limiting supervision).
3. Investments into deposits at one credit institution cannot make more than 20 per cent of the net assets forming the property of the collective investment undertaking.
4. The total amount of investments into one person issued transferable securities, money market instruments, deposits and liabilities arising out of the investment financial instruments transactions with that person cannot exceed 20 per cent of the net assets value of the collective investment undertaking.
5. Investments into member country or its municipality, other state, international organization to which at least one state belongs, and their issued or guaranteed single issuer securities or money market instruments cannot exceed 35 per cent of the net assets value of the collective investment undertaking. The supervisory authority may allow to invest bigger amounts from the net assets into the transferable securities or money market instruments defined under this part if, under such cases, the interests of investors are sufficiently protected, the investments are to be made into no less than 6 issues of transferable securities or money market instruments, and when no more than 30 per cent of the net assets are to be invested into single-emission transferable securities or money market instruments.
6. Investments into bonds issued by a credit institution registered at such a member country and having a registered office in it, for the purpose of protecting the interests of the bonds owners, shall be purposefully supervised on the basis of the laws of that country, and the sum received from the bonds issue for period of validity of such bonds shall be invested into such properties which could be sufficient to fulfil the requirements of the bond owners and which, in case of insolvency of the issuer, the demands of the bonds owners to pay the main amount and interests rates could be sufficed on priority basis, cannot exceed 25 per cent of the net assets. When more than 5 per cent, but no more than 25 per cent of the net assets are invested into single issuer's bonds, the total sum of such investments cannot exceed 80 per cent from the net assets.
7. The transferable securities and money market instruments defined under parts 5 and 6 of this Article shall not be included into investments calculated for which the 40 per cent limit defined under part 2 of this Article shall be applied. The limits defined under parts 1, 2, 3, 4, 5, and 6 of this Article cannot be summed, and for this reason, for the investments into one person issued transferable securities, money market instruments, deposits, and liabilities resulting from derivative financial instruments transactions with that person, the amount cannot exceed 35 per cent of the net assets forming the collective investment property.
Article 77. Prohibition to obtain the dominant influence for the person issuing securities or money market instruments
1. The shares owned by the holding company or investment enterprise of any of shares issuing person, together with the holding company controlled coordinated collective investment undertaking owed shares that person cannot provide more than 1/10 of all voting rights at the general meeting of the shareholders of that issuing person.
2. A collective investment undertaking cannot obtain more than:
2) 10 per cent of all securities of the person issuing bonds and other forms of non-proprietary securities;
3. The prohibition defined under parts 2, Items 2, 3, and 4 of this Article, shall not be applied if, at the moment of the purchase, the total value of such transferable securities or money market instruments cannot be calculated.
Article 78. Index investment fund or index investment variable capital enterprise specifics
1. Index investment fund or index investment variable capital enterprise is such a fund or enterprise, under the incorporation documents of which the only one purpose of activities is defined – to replicate the constitution of shares, bonds, and other non-proprietary securities as defined by the supervisory authority, including the use of derivative financial instruments or other instruments or methods, defined under part 3 of Article 80, by directly or indirectly investing into the index comprising investment instruments. The supervisory authority shall have the right to approve only such indexes which meet the following conditions:
2) the index sufficiently reflect the market condition to which it is related, and the former of this index applies acknowledged methods when the major market issuer (making the greatest index part) is usually not eliminated;
3) the index and is calculation methods are published openly and the former of the index is independent from the subject replicating the index, but they can belong to the same subjects group tied with close relationships if such a company for its activities has an efficient risk conflicts management system in operation.
2. Into the shares, bonds, or other forms on non-proprietary securities issued by one issuer it is allowed to invest u to 20 per cent index of investment fund or variable investment capital company net assets. On the basis of the approval of the supervisory authority, and when it is necessary for special conditions in the regulated market during the domination of one issuer, them it is allowed to invest up to 35 per cent of the net assets into its shares, bonds, and other types of non-proprietary securities. In this case the document of the main information to investors of the collective investment undertaking shall provide the substantiating information for such special conditions.
Article 79. Investment into other collective investment undertakings
1. it is allowed to invest into collective investment undertakings investment units and shares and into investment units and shares of such collective investment undertakings which meet the following conditions:
1) the only purpose of the subjects – by offering investment units or shares to the public, to accumulate the funds of persons and by dividing them to collectively invest into transferable securities and (or) other liquid property defined under this Chapter the investment units of which shall be redeemed upon the demand of their holders, such subjects are licensed in the Republic of Lithuania and their supervision is no less strict than defined under the requirements of the European Union, or which are licensed in such a country where their supervision is no less strict than defined under the requirements of the European Union, and the supervisory authority cooperates with the relevant member country or third country supervisory authority;
2) the protection of the subject participants rights, including the regulations of property division, lending, borrowing and transferring of the property on a free basis, is no less strict than the requirements applied to the coordinated collective investment undertakings;
3) the subjects provide half-year and annual reports of their activities enabling to evaluate their assets and liabilities, profits and operations for the reporting period;
2. Into each subject defined under part 1 of this Article, the investments cannot exceed 10 per cent of the net assets of the collective investment undertaking.
3. The total amount of the investments into other than coordinated collective investment undertakings cannot exceed 30 per cent of the net assets.
4. The related collective investment undertakings are such subjects which are managed by the same holding company or such holding company where more than a half of the management bodies are the same persons or controlled by the same persons, or when one holding company has more than 10 per cent of another holding company votes at the general meeting of the shareholders. The investment units or shares of related collective investment undertakings can only be obtained for the value of the net assets.
Article 80. Investment into derivative financial instruments
1. It shall be allowed to invest only into derivative financial instruments (including those which provide the right to receive money), which comply to the following conditions:
1) these are included into trade in the markets defined under Article 75 of this Law, part 1, items 1, 2, and 3, or which are traded outside the above-mentioned markets;
2) they are related with the investment instruments, financial indexes, interest rates, currencies and currencies exchange rates, into which, as indicated in the incorporation of the collective investment undertaking documents, the collective investment undertaking has the right to invest;
3) the other party which is outside the scope of the limits defined under Article 75 of this Law, part 1, items 1, 2, and 3, is in compliance to the criteria defined by the supervisory authority, and risk limiting supervision is applied to it;
2. The management company or variable capital investment enterprise shall:
1) manage the risk in such a way as to be able at any tome to monitor and calculate the risk of positions and its influence to all risk of the investment instruments portfolio;
3) upon the procedures established by the supervisory authority to provide to it information about the sorts of the derivative financial instruments, the risk arising out of them, quantitative limits and methods on the basis of which the evaluation of such financial instruments transactions as performed in relation to each collective investment undertaking.
3. The supervisory authority establishes the procedure as how the holding company or variable capital investment enterprise the management of which was not transferred to the holding company, seeking to manage the investment portfolio in an efficient way, shall have the right to use the investment instruments and other instruments related to transferable securities or money market instruments. The use of such methods or investment instruments does not mean that it is allowed to deviate from the targets defined under collective investment undertakings incorporation documents.
4. The scope of risk undertaken on the basis of transactions using the derivative financial instruments cannot exceed the value of the net assets of the collective investment undertaking. For the calculation of the risk scope, the value of the derivative financial instrument shall be taken into regard as sell as the risk of the transaction country, future changes in the market and time which is needed to execute all liabilities, and that the derivative financial instrument is included into the composition of transferable security or money market instrument. The investments into derivative financial instruments cannot exceed 35 per cent of the net assets value of the collective investment undertaking, but only under such cases, if the limits defined under Article 76 of this Law will not be exceeded. By defining if the limits set under Article 76 of this Law were not exceeded, the investments into index-related derivative financial instruments shall be calculated on a separate basis.
5. The market volume limits for transactions for the derivative financial instruments, made on the basis of Article 75 of this Law, part 1, items 1, 2, and 3 cannot exceed 5 per cent of the collective investment undertaking net assets value, and in case when the other party of the transaction is a credit institution defined under Article 76, part 6 of this Law - no more than 10 per cent of the collective investment undertaking net assets value.
Article 81. Informing about the investment strategy
1. The investment strategy be clearly states in the prospectus together with the promotional information when:
1) a big share of the net assets was invested into non-transferable securities or other money market instruments, or when the market strategy is based on an index;
2. On the basis of investor's request, the holding company or variable capital investment enterprise shall provide additional information in relation to the quantitative risk management limits of the collective investment undertaking, its management methods and the latest changes of the main risk management instruments.
Article 82. Temporal non-following of investment regulations
1. The collective investment undertaking or its holding company may not follow the restrictions defined under this Chapter if it uses the priority right provided by the transferable securities of money market instruments owned by it. Ij such a case, and also when the requirements of investment regulations are breached for the reasons which do not depend on the holding company or variable capital investment enterprise, the breach or non-compliance shall be eliminated as soon as possible, but no later than within 6 months.
2. The investment portfolio of a newly established collective investment undertaking may not be in compliance to the requirements defined under Articles 76, 78, and 79 for 6 months from the day when the supervisory authority issued a permit to approve its incorporation documents, to select the depository, and, if applicable, to issue the permission for a holding company licensed in another member country to manage the collective investment undertaking.
3. The holding company or variable capital investment enterprise the management of which was not transferred to the holding company, which breaches the requirement of this Chapter, shall notify the supervisory authority in an immediate manner in writing about the reasons of such a breach, and by indicating the measures which it plans to undertake to correct the situation and the planned term for such correction.
THE SECOND DIVISION
STRUCTURE OF FINANCED AND FINANCING SUBJECTS
Article 83. Application of the structure of financed and financing subjects
1. The collective investment undertaking or its sub-fund can by the financing or financed subject as it is defined under this Chapter.
2. The coordinated investment undertaking which is the financing subject, shall invest at least 85 per cent of its net assets into the investment units or shares of another collective investment undertaking, i.e. into the financed subject.
Article 84. Peculiarities of the financed and financing subjects
1. When the financing subjects invests into the financed subject at least 85 per cent of its net assets, in respect of such investments it is allowed to disregard the requirements defined under the concept of the coordinated collective investment undertaking as defined under Article 2 of this Law, part 41 for the indication of the single target definition, as well as to disregard the requirements defined under Articles 75 and 76 of this Law for coordinated collective subjects investments objects and investment portfolio diversification, and the requirement defined under Article 77 of this Law, part 2, Item 3,. and Article 79 for the investment into other collective investment undertakings.
2. If the financed subject has at least two financing subjects, the requirements defined under Article 2 of this Law, part 41 shall not apply in relation to the indication of the single target definition, and also the requirements for coordinated collective investment undertakings the investment units or shares of which are not publicly proposed for sale in the Republic of Lithuania or other member countries, however the restriction of Article 1, part 3 of this Law shall apply.
3. If the financed subject does not accumulate funds by publicly offering its investment units or shares not at its member country of registered office, but in that member country it has one more more financing subjects, to it the requirements for collective investment undertakings units or shares dissemination in the other member country or the republic of Lithuania shall not apply defined under Articles 115 and 120 of this Law.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 85. Procedures for issuing the permit to the financing subject to invest into the financed subject
1. A collective investment undertaking established in the Republic of Lithuania intending to become the financing subject, or its holding company shall receive a prior permit of the supervisory authority (hereinafter referred to in this Article as "The Permit") for exceeding the investment limits defined under Article 79, part 2 of this Law.
2. About the approval or refusal to issue the permit, the supervisory authority shall inform the collective investment undertaking indicated under Article 1 of this Law, or its holding company within 15 days from the day of receipt of all documents and information defined under part 4 of this Article.
3. The supervisory authority issues the permit if the financing subject, its depository, auditor or financed subject complies to the requirements defined under this chapter.
4. The collective investment undertaking or its holding company intending to get the permit shall provide to the supervisory authority the following documents and information:
2) prospectus and the document of the main information to the investors of the financed and financing subjects;
3) the agreement between the financing and the financed subjects regarding the provision of information or the interior rules of activities of the holding company as it is defined under Article 86 of this Law;
4) if applicable, the information defined under Article 92, part 1 of this Law, which shall be provided to the owners of the investment units or shares;
5) if the property of the financed and financing subjects is stored in different depositories, then the agreement of the depositories for the exchange of information as defined under Article 98, part 1 of this Law;
5. If the financed subject is established at another member country, the financing subject or its holding company shall also provide to the supervisory authority the approval of the member country of the financing subject registered office supervisory authority that the coordinated investment undertaking or its sub-fund complies to the requirements defined under Article 2, part 7, Items 2 and 3. These documents of the financing subject or its holding company shall be provided either in Lithuanian or in English.
6. The investments of the financing subject into investment units or shares defined under Article 79, part 2 of this Law, shall not exceed the limit of investment until there is no enforced agreement between the financed and financing subjects or their management companies for the exchange of information and documents as defined under Article 86 of this Law.
7. The financing subject can invest into the investment units or shares of the financed subject only:
1) after the enforcement of the depositories agreement defined under Article 98 of this Law for exchange of information (when the property and assets of the financed and financing subjects are kept in the depository);
Article 86. Agreement of the finance and financing subjects for the provision of information and documents
1. The financing subject or its holding company shall conclude an agreement with the financed subject or its holding company ensuring that the financed subject will provide to it or the holding company all documents and information needed for it or its holding company as defined by this Law and other legal acts needed for performing the functions of the financing subject.
2. If the financed or financing subjects are managed by the same company, interior regulations prepared on the basis of the functions defined under this Article of the financed subject, can replace the above-mentioned agreement.
3. The agreement between the financed and financing subject or their companies for the provision of documents and information, or the interior regulations replacing them, shall be provided on a free-of-charge basis upon request of the subject participants.
Article 87. Prospects, annual and half-year reports of the financing and financed subjects
1. The supervisory authority defines the additional requirements for the prospectus content of the financing subject.
2. The annual report of the financing subject together with other information which is mandatory to provide on periodical basis, shall also contain information about the deductions of the financing and financed subjects or their management companies, and their annual and half-year reports shall indicate the places where it is possible to get these annual and half-year reports of the financed subject.
3. Besides the requirements defined under this Law, Article 24, part 6, Article 25, part 2, and Article 27, part 6, the financing subject established in the Republic of Lithuania shall provide to the supervisory authority the prospectus of the financed subject, the document of the main information to investors with all its changes, as well as the annual and half-year reports.
Article 88. The duty to submit information to the depository
The holding company of the financing subject, and if the management of the financing subject was not transferred to the holding company, then the financing subject itself, shall be responsible for providing the information to the depository of the financing subject which is needed for the ability to provide the duties of the depository in relation to the financing subject and proper performing of the functions of the depository.
Article 89. The duty to coordinate the calculation of the net asserts value and the time of tits publicising
The financing or finances subjects or their management companies shall see to avoid any illegal receipt of benefits from the selected different time of the calculation of the net assets value, and they shall undertake the measures to avoid the misuse of the differences of the net assets values. For this purpose both subjects or their management companies my undertake all needed measures for coordination of their net assets value calculation and its publicising time.
Article 90. The requirements for the financing subject or its company
1. The financing subject or its holding company shall efficiently monitor the activities of the financed subject. By performing this duty, the financing subject or its holding company may use the documents or information received from the financed subject, its holding company, depository or auditor except for the cases if there is a reason to doubt the correctness of such information or documents.
2. If the financing subject, its holding company or any other person acting in the name of the financing company or the holding company, receives a fee for the dissemination of the investment units or shares related to the investment undertaking, commission fees or any other financial benefit, such money shall be included into the assets of the financing subject.
Article 91. Requirements for the financed subject or its holding company
1. The financed subject established in the Republic of Lithuania or its holding company shall immediately provide to the supervisory authority the identification data of each subject financing its investment units or shares. If the financing subject is established in another member country, the supervisory authority in an immediate manner shall provide this information to the supervisory authority of the member country of the financing subject.
2. The financing subject or its holding company shall not apply fees for the purchase or redemption of the investment units or shares of the financing subject.
3. The financing subject or its holding company shall ensure that all information is provided in a timely manner, as defined under this Law, legal acts, and the information documents of the financed subject or its holding company to the supervisory authority or the supervisory authority of the financing subject registered office member country (when the financing subject is established in another member country), to the depository and to the auditor.
Article 92. The information to be provided by the collective investment undertaking which intends to become the financing subject, and of the financing subject which intends to become the financing subject of another financed subject
1. The collective investment undertaking or its holding company which intends to become the financing subject, or its holding company or the financing subject which intends to become the financing subject of another financing subjects, shall provide the following information to the participants of such a subject:
1) indicate that the supervisory authority (when the investing subject is established in the Republic of Lithuania) or the supervisory authority of the financing subject member country (when the financing subject is established in another member country) issued the permission to such subject s defined under Article 85, part 1 of this Law;
2) to provide the documents of the main information to investors of the financed subject and of the financing subject;
3) to indicate the date as when the property of the financing subject will be started to be invested into the financed subject, or if such property is already invested, the date when the investments will exceed the limit defined under Article 79, part 2 of this Law;
4) to indicate that during 30 days of the day of providing the information to the participant the participants of related subject can have the right to demand to redeem their investment units or shares without any redemptions, except for those which the collective investment undertakings or its holding company apply seeking to cover the costs of investment decrease related to the requirements of such participants.
2.to indicate that within 30 days from the days of providing the indicated information to the participants, the participants of the related subject have the right to demand to redeem the investment units or shares without any deductions expect for those which the collective investment undertaking or its holding company uses to cover the investment costs related to the fulfilment of the related demands of the participants. The information provided under part 1 of this Article shall be provided at least 30 days before the date indicated under part 1, Item 3 of this Article.
3. The financing subject by investing into the investment units of shares of a relevant financed subject, or its holding company may exceed the investment limits defined under Article 79, part 2 of this Law after the expiration of the 30 days term defined under part 2 of this Article.
4. If the financing subject or its holding company received the notification from the supervisory authority about the transfer of the documents to the supervisory authority of the accepting member country of the financing subject, as defined under Article 115, part 4 of this Law, the information defined under part 1 of this Article shall be also provided to the supervisory authority of the accepting member country in the state language or one of the state languages as defined by that member country state institution.
5. if the financing subject established in another member country or its management subject received the notification defined under Article 120, part 1 of this Law, from the supervisory authority of another member country or third country about the transfer of the documents to such an institution, the information defined under part 1 of this Law shall be provided in Lithuanian or English.
6. The holding company of the financing subject shall be responsible for the preparation and translation of the information provided to the participants of the financing subject, and if the management of the subject is not transferred to the holding company - then the financing subject itself. The translation shall be in strict compliance to the information and its contents prepared in the state language or one of the state languages of the member country as defined by the supervisory authority.
Article 93. The right of the financing subject or its holding company to stop the issuing or redemption of investment units and shares
1. If the financed subject established in the Republic of Lithuania or its holding company on own initiative, or on the demand of the supervisory authority stops the issuing or redemption of its investment units or shares, any financing subject of the financed subject established in the Republic of Lithuania or its holding company receives the right, without following the requirements defined under Article 47 of this Law, to suspend, for the same period of time, the issue or redemption of the financing subject investment units or shares.
2. If the financed subject established in the Republic of Lithuania or its holding company on own initiative, or on the demand of the supervisory authority of that member country stops the issuing or redemption of its investment units or shares, any financing subject of the financed subject established in the Republic of Lithuania or its holding company receives the right, without following the requirements defined under Article 47 of this Law, to suspend, for the same period of time, the issue or redemption of the financing subject investment units or shares.
Article 94. Promotion of the financing subject
Article 95. Dissolution or liquidation of the financed subject
1. If the financed subject is dissolved or liquidated, its financing subject shall also be dissolved or liquidated, except for the cases when the supervisory authority of the financing subject or its holding company (when the financing subject is established in the Republic of Lithuania) or when the financing subject registered office member country supervisory authority (when the financing subject is established in another member country):
1) allows to invest no less than 85 per cent of the financing subject assets into another financed subject investment units or shares;
2. The dissolution or liquidation of the financed subject shall be started no earlier than 3 months after the financed subject or its holding company informs about the decision to dissolve or liquidate such a financed subject all participants of the subject and the supervisory authority, and when the financed subject is established in another member country – to the supervisory authority of that financed subject state registered office if the legal acts of the Republic of Lithuania regarding the enforced liquidation of enterprises do not define otherwise.
Article 96. Merging and dividing the investment undertaking
1. If the financed subject is merged with another collective investment undertaking or by dividing it into two or more collective investment undertakings, the financing subject shall be dissolved or liquidates, except for the cases when the supervisory authority (when the financing subject is established in the Republic of Lithuania) or the supervisory authority of the financing subject registered office member country (when the financing subject is established in another member country) on the basis of a request of the financing subject or its holding company, issues one of the following permits:
1) to continue to be the financing subject of the same financed subject or to become he financing subject of the financed subject after the merging or dividing;
2) to invest at least 85 per cent of the financing subject assets into another financed subject investment units or shares which does not participate in the merging or dividing;
2. The merging or dividing of the financed subject shall be considered as finished only after the financed subject or its holding company to all participants and to the supervisory authority (when the financing subject is established in the Republic of Lithuania) or the supervisory authority of the financing subject registered office member country (when the financing subject is established in another member country) provides the information defined under Article 106 of this Law. This information shall be provided no later than 60 days before the completion of such a merger or splitting.
3. Till the completion of the merging or dividing of the financed subject, the financed subject or its holding company shall provide to the financing subject the opportunity to demand to redeem all investment units or shares forming the assets of the financing subject, except for the cases when the permit defined under part 1, Item 1 of this Law is issued.
Article 97. Financing subject investment objects and risk volume calculation
1. No more than 15 per cent of the financing subjects assets can consist of:
2) the derivative financial instruments defined under Article 80, part 1 of this Law, which are used for risk management upon the procedures defined under Article 80, parts 3 and 4 of this Law;
2. The financing subjects or its holding company shall estimate the scope of the risk undertaken on the basis of the derivative financial instruments transactions. It shall be calculated on the procedures defined under Article 80, part 4 of this Law - by summing up the direct possible risk scope of the derivative financial instruments defined under part 1, Item 2 with:
1) the actual volume of the derivative financial instruments risk of the financed subject in proportion to the investments of the financing subject into the financed subject;
Article 98. Requirements for the depositors of the financed and financing subjects
1. If the assets of the financed and financing subjects are deposited at different depositories, such depositories, seeking to ensure the execution of their duties, shall conclude and agreement for the exchange of information.
2. The depository of the financed subject established in the Republic of Lithuania shall, in an immediate manner and in writing notify the supervisory authority, the financing subject and the holding company and depository of the financing subject (when the depositories of the financing and the financed subjects are different) about any breaches noted in relation to the financed subject when such breaches can have a negative impact to the financing subject.
Article 99. Requirements to the auditors of the financed and financing subjects
1. If the audit of the financed subject and the financing subject is performed by different auditors, such auditors shall conclude a mutual agreement for the exchange of information, including the provisions for keeping the requirements defined under parts 2 and 3 of this Article.
2. The auditor of the financing subject, during the preparation of its audit report, shall take into regard the audit report of the financed subject. If the fiscal years of the financed and financing subjects are different, the auditor of the financed subject shall prepare the ad hoc report of the financed subject for the last year of the financing subject.
3. The auditor of the financing subject in the audit report shall indicate all breaches of the financed subject and describe their impact to the financing subject.
Article 100. Supervision of the activities of the financed and financing subjects
1. The supervisory authority shall in immediate manner inform about each decision or execute sanctions in relation to each company of the financed subject its holding company, depository, or auditor for the breach of the provisions defined under Article 14 of this Law and on the basis of information received from the auditor of the financed subject:
1) for the financing subject or its holding company if the financed and the financing subjects are established in the Republic of Lithuania;
2. If the financed subject is established in another member country, and the financing subject - n the Republic of Lithuania, the supervisory authority, having received the notification of the financed subject registered office member country supervisory authority about any decision related to the financed subject, its holding company, depository or auditor, non-compliance to the requirements for activities, and any other information received from the auditor of the subject registered office member country, shall, on an immediate manner notify the financing subject.
THE THIRD DIVISION
MERGING OF THE COORDINATED COOLECTIVE INVESTMENT SUBJECTS ESTABLISHED IN THE REPUBLIC OF LITHUANIA WITH THE COORDINTED COLLECTIVE INVESTMENT SUBJECTS ESTABLISHED IN OTHER MEMBER STATES; AND MERGING OF THE COORDINATED COLLECTIVE INVESTMENT SUBJECTS THE INVESTMENT UNITS OR SHARES OF WHICH ARE DISSEMINATED IN ANOTHER MEMBER STATE
Article 101. Coordinated collective investment undertakings merging principles
2. This Chapter is devoted for the merging of the following subjects:
1) for merging of the coordinated collective investment undertakings established in the Republic of Lithuania and one or several member countries (hereinafter in this Chapter referred to as "merging of coordinated collective investment undertakings established in different member countries");
2) for merging of the coordinated collective investment undertakings established in the Republic of Lithuania the investment units or shares of which are disseminated in an other member country (hereinafter in this Chapter referred to as "merging of the coordinated collective investment undertakings established in the Republic of Lithuania");
3. Following the requirements defined by this Chapter of the Law, the merging of collective investment undertakings as defined under methods of merging under Article 102 of this Law, can be executed independently from the form of activity of the collective investment undertakings.
4. Merging of coordinated collective investment undertakings established in different member countries is the merging when:
1) at least one of the collective investment undertakings is established not in the Republic of Lithuania;
2) one or more of the collective investment undertakings established in the Republic of Lithuania are merged to a newly established collective investment undertaking in another member country;
5. Merging of the coordinated collective investment undertakings established in the Republic of Lithuania under this Chapter is the merging when at least one of the collective investment undertakings participating in the merging of collective investment undertakings has the notification defined under Article 115, part 4 of this Law of the supervisory authority about the transfer of the documents to the supervisory authority of relevant collective investment undertaking host country.
Article 102. Coordinated collective investment undertakings merging methods
Merging of coordinated investment undertakings can be done by using the following methods:
1) one or more coordinated collective investment undertakings or its sub funds which end without dissolution or liquidation procedures (the collective investment undertaking that will cease to exit after the merging) transfers all its assets and liabilities to another operating coordinated collective investment undertaking or its sub fund (the collective investment undertaking that will start to exist after the merging) for the investment units or shares of the collective investment undertaking that will cease to exist after the merging, and, if applicable, a payment in cash if it does not exceed 10 per cent of the value of investment units or share net assets value of the the collective investment undertaking that will start to exist after the merging;
2) two or more coordinated collective investment undertakings or its sub funds which end without dissolution or liquidation procedures (the collective investment undertaking that will cease to exit after the merging) are merged and on this basis a new coordinated collective investment undertaking is established or to it or its sub fund all assets and liabilities are transferred (the collective investment undertaking that will start to exist after the merging) for the investment units or shares of the collective investment undertaking that will cease to exist after the merging, and, if applicable, a payment in cash if it does not exceed 10 per cent of the value of investment units or share net assets value of the the collective investment undertaking that will start to exist after the merging;
3) one or more coordinated collective investment undertakings or its sub funds (the collective investment undertaking that will cease to exit after the merging) transfers its net assets to any sub fund participating n the merging of the coordinated collective investment undertaking, to the new collective investment undertaking or its sub fund to be established on this basis, or to any other operating coordinated collective investment undertaking or its sub fund (the collective investment undertaking that will start to exist after the merging), and the the collective investment undertaking that will cease to exit after the merging operates till that moment when it executes all undertaken liabilities.
Article 103. Procedures of permit issue for merging the the collective investment undertaking established in the Republic of Lithuania that will cease to exist after the merging
1. For merging the the collective investment undertaking established in the Republic of Lithuania that will cease to exist after the merging a prior permit from the supervisory authority is necessary.
2. The subject which wants to receive such permit, or its holding company shall provide to the supervisory authority the following:
1) a project of the general merging conditions approved by the collective investment undertakings and their management companies;
2) the latest prospectus and the document of the main information to investors of the (the collective investment undertaking that will start to exist after the merging if such a collective investment undertaking is or will be established in another member country;
3) the prepared approval of the depositories of the collective investment undertakings taking part in the merging as defined under Article 104 of this Law;
3. The information defined under part 2 of this Article shall be prepared in the Lithuanian language and in the language of the member country of the registered office country of the collective investment undertaking that will start to exist after the merging, or one of the state languages, or in the language defined by the supervisory authority of that country.
4. If the supervisory authority defined that not all documents and information is provided as defined under part 2 of this Article, it shall have the right, within 10 working days from the receipt of the part of information and documents, to demand from the collective investment undertaking that will start to exist after the merging established in the Republic of Lithuania or its holding company to provide all needed documents or information.
5. The supervisory authority when it has all needed information submitted, shall in an immediate manner transfer the documents and information defined under part 2 of this Article to the supervisory authority of another member country in which the collective investment undertaking that will start to exist after the merging if such a collective investment undertaking is or will be established. The supervisory authority seeking to evaluate the information provided to the participants of the collective investment undertakings taking part in the merging, is proper and sufficient, cooperates with the supervisory authority of another member country by discussing with it the possible impact of the merging to the participants of the collective investment undertakings intending to take part in the merging.
6. The supervisory authority shall have the right to:
1) to demand in writing from the collective investment undertaking that will start to exist after the merging established in the Republic of Lithuania to specify the information provided to the participants of such collective investment undertaking;
2) to demand in writing that the collective investment undertaking that will start to exist after the merging established in the Republic of Lithuania or its holding company supplement and (or) change the information it provides for the participants of the collective investment undertaking. This right can be used by the supervisory authority no later than within 15 working days from the receipt of the documents and information provided under part 2 of this Article (the collective investment undertaking that will start to exist after the merging is established in the Republic of Lithuania) or no later than within 15 working days from the day when the supervisory authority of the member country of the collective investment undertaking that will start to exist after the merging transfers the copies of the relevant documents to the supervisory authority (when the collective investment undertaking that will start to exist after the merging is established in another member country).
7. The supervisory authority about the use of the right defined under part 6, Item 2 of this Article shall inform the supervisory authority of the member country of the collective investment undertaking that will cease to exist after the merging. The supervisory authority shall inform the supervisory authority of the member country of the collective investment undertaking that will start to exist after the merging if the supplemented and (or) changes information to the participants of the the collective investment undertaking established in the Republic of Lithuania that will start to exist after the merging is satisfactory to it and it shall be done within 20 working days from the receipt of all and (or) supplementary information.
8. The supervisory authority issues the permit for the merging when:
1) the planned merging complies to the requirements defined under this Article, the requirements defined under Articles 104 and 105, and all requirements of the legal acts issued by the supervisory authority;
2 )the collective investment undertaking that will start to exist after the merging or its holding company received the notifications defined under Article 120, part 1, or Article 115, part 4 of this Law about the dissemination of investment units or shares in all member countries in which the the collective investment undertaking that will cease to exist after the merging and (or) its holding company has the permit for activities and (or) the relevant company received appropriate notifications;
3) the supervisory authority, if applicable, the supervisory authorities of the the registered office of the collective investment subject which will cease to exist and collective investment subject that will start to exist participating in the merging do not have any objections for the information intended to be provided to the participants, or the supervisory authorities of the the registered office of the collective investment subject which will cease to exist and collective investment subject that will start to exist participating in the merging confirms that it is satisfied with the supplemented and (or) amended information of the collective investment subject that will start to exist participating in the merging , did not notify during 20 working day from all supplemented and (or) changed information receipt day.
9. The supervisory authority shall inform the collective investment undertaking established in the Republic of Lithuania which will cease to exist after the merging or its holding company about its decision to agree or to refuse to issue the permit within 20 days from the receipt of all documents and information as defined under part 2 of this Article. The supervisory authority shall inform about the adopted decision the supervisory authority of the the supervisory authority of the member country of the collective investment undertaking registered office that will start to exist after the merging.
10. For the investment portfolio the collective investment undertaking established in Lithuania that will start to exist after the merging, the regulations defined under Article 82, part 2 of this Law regarding the temporal non-following of the investment rules shall be applied on the basis of mutatis mutandis. The term of temporal non-following of the investment rules shall be calculated from the day of the completion of merging of the coordinated collective investment undertakings.
Article 104. Additional duties of depositories of the collective investment undertakings participating in the merging
The depositories of the collective investment undertakings participating in the tender shall certify that they inspected if the the method of merging indicated in the project of the general conditions of the merging, the investment undertakings participating in the merging the planned merging completion date and the rules intended to be applied for the transfer of the assets and the investment units and shares correspond the requirements of this Law or the requirements of relevant legal acts of another member country (when a collective investment undertaking established in another member country takes part in the merging, relevant requirements for the collective investment undertaking incorporation, and that no non-compliance were determined.
Article 105. Additional duties of the auditors of the collective investment undertaking which will cease to exist after the merging and the duties of collective investment undertakings or their management companies taking part in the merging
1. The auditor of the collective investment undertaking established in the Republic of Lithuania which will cease to exist after the merging, shall approve:
1) the evaluation criteria for assets and liabilities which will appear after the exchange of the investment units or shares as indicated under Article 110, part 2 of this Law and their ratio;
2) if applicable – payments in cash for the investment units or shares of this subject, its size and calculation substantiation;
2. The collective investment undertakings or their management companies taking part in the merging shall ensure that the auditor's report copies are submitted to the supervisory authority and the supervisory authority of the member country of the collective investment undertaking registered office country participating in the merging, as well as the provision of these reports on a free of charge basis for the participants of the collective investment undertakings on the basis of their request.
Article 106. Procedure for information provision to the participants of collective investment undertakings taking part in the merging
1. The collective investment undertakings or their management companies taking part in the merging shall provide to the participants sufficient and correct information about the merging which is necessary for proper evaluation of the merging to the investments of the participants, and to provide the opportunities for the participants to take substantiated decisions for the possibility to use the right defined under Article 108 of this Law.
2. For the participants of the collective investment undertakings taking part in the merging, the provided information about the merging shall contain the following:
2) the anticipated impact of the merging to the participants of the collective investment undertakings taking part in the merging, including, but not limited to, the information on all significant changes in relation to investment policies and strategy, expenses, anticipated consequences, periodic reports, possible changes of activities, and, if applicable, a clear warning to the investors that the taxation regime applied to them after the merging can be changed;
3) the period after expiration of which the investment units or shares of a collective investment undertaking which will cease to exist will not be issued or redeemed;
4) all rights related to the merging which are provided to the collective investment undertaking participants in relation to the merging, including, but not limited to the right to get additional information, the right to demand to receive the copy of auditor's report and the right to use the right defined under Article 108, part 1 of this law, at the same time indicating the term, during which it is possible to use this right;
5) any other important merging procedures aspects and the planned completion date, including, but not limited to the decision of merging of the investment enterprise (when at least one of the investment enterprises participating in the merging is established in the Republic of Lithuania) and (or) the procedure of participant approval as defined under the laws of another member country (when, at least, one of the collective investments subjects participating in the merging is established in another member country), and how the participants will be informed about the completion of the merge, as well as information about the intent to suspend the issue of the investment units or shares and (or) their redemption seeking to complete the merging officially;
3. Information about the merging shall be provided to the participants of the collective investment undertaking participating in the merging after the supervisory authority and the supervisory authority of the collective investment undertaking of the member country in which it will cease to exist after the merging (when the collective investment undertaking that will cease to exist is established in another member country) issues the permit to merge, but no later than 30 days before the last term during which the participants have the right to use the rights defined under Article 108, part 1 of this Law.
4. During the period from day of provision of the information about the merging to the participants of the collective investment undertaking participating in the merging till the day of completion of the merging, the collective investment undertaking or its holding company shall provide the information defined under part 2 of this Article to all persons who intend to obtain investment units or shares of any of the collective investment undertakings participating in the merging, or who asked any of the incorporation documents of such subjects, prospectus, or copies of the document of the main information to investors.
5. If at least one of the collective investment undertaking or their holding company taking part in the merging received the notification of the supervisory authority defined under Article 115, part 4 of this Law about the transfer of the documents to the related collective investment undertaking reception member country supervisory authority, the information defined under part 2 of this Article shall also be provided in the state language of that member country or the state languages of that member country as defined by that supervisory authority.
6. If at least one of the collective investment undertaking or their holding company taking part in the merging received the notification of the supervisory authority defined under Article 120, part 1 of this Law about the transfer of the documents to the related collective investment undertaking reception member country supervisory authority, the information defined under part 2 of this Article shall also be provided in the Lithuanian language
7. The holding company shall be responsible for the preparation of translation of the materials for the collective investment undertaking participants, and if the management of the subject was not transferred to the holding company - then the collective investment undertaking itself. The translation shall exactly correspond the information contents of the investment undertaking accepting member country state language or one of the accepting member country state languages defined by that member country country supervisory authority.
Article 107. Decision for merging of an investment enterprise
If an investment enterprise established in the Republic of Lithuania takes part in the merging of investment undertakings, the decision for the merging of the enterprise shall be undertaken on the basis of a qualified majority vote of its general meeting of the shareholders with a 2/3 majority of all votes provided to the shareholders participating in such a meeting. In any case it is prohibited to define that this solution shall be taken by more than 75 per cent majority of votes from the total number of votes provided for the shares of the shareholders at the general meeting of the shareholders.
Article 108. The right of the participants of the collective investment undertaking taking part in the merging and the procedure for using it
1. The participants of the collective investment units under merging have the right to demand that their investment units or shares were redeemed, and, if applicable, converted into investment units or shares of another collective investment undertaking the investment strategy of which is similar when these companies are related with the same management or control or directly or indirectly controlled their shares portfolio, without any deductions apart from those which the collective investment undertaking or its holding company seeks to cover investment decrease costs related to such demands of the participants.
2. The owners of the investment units or shares may use their right defined under part 1 of this Article from the moment when they are notified about the merging. This right expires 5 days before the day of investment units or shares exchange rate calculation as defined under Article 110, part 2 of this Law.
3. The supervisory authority, without breaching the requirements of part 1 and 2 of this Article, has the right to demand or to allow the holding company or the investment enterprise to temporarily suspend the issue of investment units and (or) shares when it is necessary to protect the interests of the owners of the investment units or shares.
Article 109. Covering the merging-related costs
It shall be prohibited to use the assets of the collective investment undertakings participating in the merging or on the expense of their participants to cover any costs related to the preparation of the merge, implementation of the merge or finalizing of the merge, including any legal, consulting, administrative or other expenses and costs. This prohibition shall not apply to the collective investment undertaking taking part in the merging the management of which was not transferred to the holding company, or to its participants.
Article 110. The completion of the merging procedure
1. In case of the merging of the coordinated collective investment undertakings established in the Republic of Lithuania and coordinated collective investment undertakings established in different member countries (when the collective investment undertaking which will start to exist is established in the Republic of Lithuania), the merging shall be completed when, after the conversion of the investment units or shares of the collective investment undertaking that will cease to exist after the merging, the last records are made in the personal accounts of investment units or shares, and, if applicable, the payments in cash are made as defined under Article 102 of this Law.
2. The value of the relevant net assets after the exchange of the investment units or shares of the collective investment unit that will cease to exist after the merging into the investment units or shares that will start to exist after the merging, as defined under part 1 of this Article, and, if applicable, the value of the net assets for payments in cash, shall be defined on the merging completion date defined under part 1 of this Article.
3. The dates defined under parts 1 and 2 of this Article cannot be prior than the date when the shareholders of the investment enterprises approved the merging.
4. The collective investment undertaking that will start to exist after the merging, or its holding company, shall notify in writing the supervisory authorities of the collective investment undertakings taking part in the merging about the completion of the merging and to publish this information on the website (websites) defined under the incorporation documents of the collective investment undertaking that will start to exist after the merging (when the collective investment undertaking that will start to exist is established in the Republic of Lithuania), or to the supervisory authority of another member country (when the collective investment undertaking that will start to exist after the merging is established in another member country) upon the procedures defined of relevant supervisory authorities.
5. If an investment fund that will cease to exist after the merging is established in the Republic of Lithuania, together with the notification about the completing of the merger its holding company shall provide to the supervisory authority the incorporation documents of this investment fund and an application to recognize these documents as no longer valid.
Article 111. Consequences of the completed merging
1. The merging completed upon the procedures defined under this section cannot be declared as void or invalid.
2. The consequences of merging done upon the procedures defined under Article 102, part 1 of this Law:
1) all assets of the collective investment fund that will cease its existence after the merging and its liabilities hall be transferred to the collective investment undertaking which will operate after the merging, or, if applicable, shall be transferred on the right of trust to the depository of the collective investment fund that will operate after the merging;
2) the participants of the collective investment undertaking that will cease to exist after the merging become the participants of the collective investment undertaking s\that will start to exist after the merging, and, if applicable, they have the right to receive the payment in cash defined under Article 102, part 1 of this Law;
3. The consequences of merging done upon the procedures defined under Article 102, part 2 of this Law:
1) all property and assets and liabilities of the collective investment undertaking that will cease to exist after the merging are transferred to the new collective investment undertaking that will start to exist after the merging, or, if applicable, transferred on the right of trust for the management of the depository of the collective investment undertaking that will start to exist after the merging;
2) the participants of the collective investment undertaking that will cease to exist after merging become the participants of the collective investment undertaking that will start to exist after the merging and, if applicable, they have the right to get the payments in cash as defined under Article 102, part 2 of this Law;
4. The consequences of merging done upon the procedures defined under Article 102, part 3 of this Law:
1) the assets of the collective investment undertaking that will cease to exist after the merging are transferred to the new collective investment undertaking that will start to exist after the merging, or, if applicable, transferred on the right of trust for the management of the depository of the collective investment undertaking that will start to exist after the merging;
2) the participants of the the collective investment fund that will cease its existence after the merging shall become the participants of the collective investment undertaking which will operate after the merging;
Article 112. Procedures of approval of the transfer of property and liabilities
The holding company of the collective investment undertaking established in the Republic of Lithuania after the merging, and if the management of the collective investment undertaking is not transferred to the holding company - the collective investment undertaking itself, upon the procedures defined by the supervisory authority shall approve to its depository about the performed transfer of its property, and, if applicable, transfer of liabilities.
CHAPTER VII
THE FIRST DIVISION
ACTIVITIES OF HOLDING COMPANIES AND VARIABLE CAPITAL INVESTMENT ENTERPRISES LICENSED IN THE REPUBLIC OF LITHUANIA IN OTHER MEMBER COUNTRIES OR THIRD COUNTRIES
Article 113. The right of the management companies licensed in the Republic of Lithuania to provide services in other member countries or third countries
1. This Article defines the requirements which are mandatory for the management companies establishing branch companies in another member country or providing their services in such a country without establishing a branch company. In third countries, the holding company shall have the right to establish a branch company or to provide its services without establishing a branch company upon the procedures defined under this Law, if the agreements of the supervisory authority with the supervisory authority of the third country can ensure proper supervision of activities, providing of information, and the requirements defined under the laws of the third country for the activities of management companies are no less strict that the requirements defined for the management companies under this Law. If the holding company has at least one branch company in another member country or the third country, the procedures defined under this Law shall not apply for the establishment of other branch companies in that country.
2. The holding company which intends to open a branch company in another member country or the third country, shall notify the supervisory authority about this and provide the following documents and information:
3. The supervisory authority shall transfer the information defined under part 2 of this Article to the member country or third country supervisory authority attaching the information about the system of liabilities to the investors. The supervisory authority shall have the right not to allow to establish a branch company and during 2 months to refuse to transfer the indicated information only in such a case when the structure of the planned branch company or its financial condition does not comply to the requirements defined by the institution for the provision of such services. The holding company shall be notified about the transfer of the information or refusal to transfer it.
4. The holding company which intends to provide the services under the license issued by it to another member country or the third country without establishing the branch company shall notify about this the supervisory authority and at the same to provide the following documents and information:
5. The supervisory authority shall, within one month, transfer the notification defined under part 4 of this Article to the supervisory authority of the member country or third country together with the information on the system of liabilities to the investors, and to notify the holding company about this. From the moment when the holding company attains the right to start the activities in the accepting member country of the holding company, and after it executes the requirements defined under Article 115 of this Law, or the requirements defined under the legal acts of the accepting member country in relation to the permission to manage the coordinated collective investment undertakings established in such country - to disseminate in a relative manner the investment units or shares owned by it not in the accepting member country established collective investment units, or to manage the coordinated collective investment unit established in the accepting country of the holding company.
6. When the holding company indents to carry out activities of the management of coordinated collective investment undertakings in another member country, the supervisory authority provides the approval to the accepting member country institution as defined under parts 2 or 4 under this Article, that the license of the holding company is issued under the European Union directive listed under item 4 of the Addendum to this Law, irt also provides the description of the areas of activities defined in the license of the holding company, and, if applicable, the description of restrictions to the holding company in relation to the management of the coordinated collective investment undertakings defined under its activities license.
7. If the information transferred by the company in relation to the establishment of the branch company changes, the holding company shall notify about this in writing the supervisory authority or the supervisory authority of the other member country or third country in advance, but no later than within one month. In such cases when there is the basis defined under part 3 of this Article, the supervisory authority has the right to cease the activities of the branch company. The supervisory authority shall inform the supervisory authority of another member country or third country about such changes in the liabilities insurance system to investors or changes of any other transferred information. If there are any changes in the information provided to the supervisory authority on the basis of part 4 of this Article, the holding company carrying out activities in another member country or third country without establishing of a branch company, shall notify the supervisory authority of that country in writing in prior manner about this,. or to the supervisory authority of the other member country or third country.
8. The supervisory authority shall update the information provided under the confirmation defined under part 6 of this Article, and shall notify the supervisory authority of the other member country in which the holding company carries out its activities about the changes of the areas of activities defined under the license of the holding company, and, if applicable, to the restrictions to the holding company in relation to the management of the coordinated investment undertakings listed in its license and the management of their types.
Article 114. Monitoring of activities of the management companies licensed in the Republic of Lithuania carrying their activities in another member country or third country
1. A holding company licensed in the Republic of Lithuania, carrying out its activities in another member country or third country through the branch company established in it, shall follow the requirements defined for such activities upon the legal acts defined by the supervisory authority of the holding company accepting member country or third country. The supervisory authority of the holding company accepting member country or third country shall monitor as how the holding company follows these requirements. The holding company licensed in the Republic of Lithuania carrying the activities in another member country or third country without establishing its branch company in it shall follow the requirements defined under Article 11 of this Law.
2. The supervisory authority shall monitor as how the holding company licensed in the Republic of Lithuania carrying their activities in another member country or third country follows the established risk limitation requirements. If the supervisory authority of another member country or third country notifies about the breaches made by the holding company, the supervisory intuition shall have the right to apply sanctions and to notify about this the relevant supervisory authority of another member country or third country.
3. The supervisory authority shall immediately inform about the cancellation of the license of the holding company which provides services in another member country or third country, to the relevant supervisory authority of the other member country or third country.
4. The supervisory authority, having received the notification from the supervisory authority from another member country or third country, in which the holding company licensed under the laws of the Republic of Lithuania provides services with its established branch company or without it, that the holding company refused to provide the necessary information demanded by the supervisory authority of the member country or third country and did not eliminate the breaches during he given period of time, shall undertake immediate measures under this law to ensure that the holding company carries out all orders given by the accepting member country supervisory authority or by the supervisory authority of the accepting third country. About the measures undertaken the supervisory authority shall inform the accepting member country supervisory authority of the holding company or the supervisory authority of the third country.
Article 115. Dissemination of investment units or shares of a collective investment undertaking established in the Republic of Lithuania in another member country or third country
1. The holding company or investment enterprise the management of which was not transferred to the holding company, which intends to disseminate investment units or shares of the collective investment unit in the member country, shall provide a notification to that member country supervisory authority prepared on the basis of the Commission Regulation (EU) No 584/2010 of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards the form and the content of the standard notification letter and UCITS attestation, the use of electronic communication between competent authorities for the purpose of notification, and procedures for on-the-spot verifications and investigations and the exchange of information between competent authorities (hereinafter referred to as the Regulation (EC) No. 584/2010) Addendum I. Apart from other issues, the notification shall provide information about the procedures of dissemination of investment units or shares of that collective investment undertaking in the accepting member country, and, if applicable, the information about the specifics of dissemination of separate investment units or shares classes and (or) series.
2. Together with the notification defined under part 1 of this Article, shall provide the latest versions of the documents of the collective investment undertakings:
1) the incorporation documents, prospectus, the latest annual and half-year reports, if such are prepared after the annual report, and translations of these documents provided under the procedures established by part 11, Item 3, and part 12 of this Law;
3. The holding company or investment enterprise the management of which was not transferred to the holding company, which intends to disseminate investment units or shares in another member country, shall on the website of the holding company, investment enterprise the management of which was not transferred to the holding company, or elsewhere as defined for the requirements of notifications under part 1 of this Article, publish the electronic versions of documents and their updates defined under part 2 of this Article, and to ensure that the accepting member country of the collective investment undertaking has an access to such internet websites.
4. The supervisory authority shall evaluate if all documents defined under parts 1 and 2 of this Article are provided, and during 10 working days from the provision of all of these documents, upon the procedures defined under Regulation (EU) NR. 584/2010, shall provide these documents to the supervisory authority of the accepting member country of the collective investment undertaking. Together with these documents the supervisory authority provides an approval prepared under the requirements of the Regulation (ES) NR. 584/2010, Addendum II, that the collective investment undertaking complies to the requirements of the relevant European Union Directive listed in Addendum 4 of this Law. The supervisory authority, having received the approval of the accepting member country supervisory authority if the collective investment undertaking about the receipt of all documents indicated under this part, shall notify in an immediate manner the holding company or investment enterprise the management of which was not transferred to the holding company. Having received the notification, the holding company or investment enterprise the management of which was not transferred to the holding company, can start dissemination the investment units or shares in the accepting country of the collective investment undertaking.
5. The notification defined under part 1 of this Article, and the approval defined under part 4 of this Article shall be provided in English language.
6. The supervisory authority shall ensure that the accepting member country of the collective investment undertaking established in the Republic of Lithuania has a access to the electronic versions of the documents defined under part 2 of this Law, and their electronic versions.
7. The holding company or investment enterprise the management of which was not transferred to the holding company, shall periodically update the documents and their translations defined under part 2 of this Article. On all and any changes of the documents defined under part 2 of this Article, the holding company or the investment enterprise the management of which was not transferred to the holding company, shall notify the accepting member country supervisory authority of the collective investment enterprise and to indicate where to get the electronic versions of these documents.
8. If the information provided in the notification defined under part 1 of this Article changes in relation to the dissemination of the investment units or shares, or their classes and (or) series, the holding company or the investment enterprise the management of which was not transferred to the holding company, before the implementation of such a change shall notify about this the accepting member country supervisory authority of the collective investment undertaking.
9. The collective investment undertaking or its holding company following the legal acts of the accepting member country supervisory authority of the collective investment undertaking regarding the procedures for dissemination of the investment units or shares, shall undertake measures to ensure a fair payment of the funds for the redeemed investment undertakings or shares and the provision of the information to the owners of these investment units or shares as defined under the legal acts.
10. The holding company or an investment enterprise the management of which was not transferred to the holding company, during the dissemination of the investment units or shares of the collective investment undertaking in another member country, shall provide to the collective investment undertaking accepting member country investors all information and documents which this subject shall provide under the requirements set forth in Chapter II, paragraph two to the investors in the Republic of Lithuania.
11. The information and documents defined under part 10 of this Law shall be provided to the investors of the accepting member country of the collective investment undertaking by following these requirements:
1) following the procedures defined by the legal acts of the accepting member country of the collective investment undertaking, without the breach of the requirements of the legal acts of that member country regarding the duty of the holding company or investment enterprise to provide such information to investors;
2) the document of the main information to investors shall be provided in the state language or one of the state languages of the accepting member country of the collective investment undertaking, or in the language as defined by the supervisory authority of that country;
3) other information and documents, on the basis of choice of the holding company or investment enterprise the management of which was not transferred to the holding company, shall be provided in the state language or one of the state languages of the accepting member country of the collective investment undertaking - in the language defined by the supervisory authority of that country or in English language.
12. The holding company or investment enterprise the management of which was not transferred to the holding company, shall be responsible for the preparation of the information or documents defined under part 11, Items 2 and 3 of this Law. The translation shall exactly correspond the contents of the information prepared in the Lithuanian language.
13. The requirements defined under parts 10, 11, and 12 of this Law shall apply to all changes of the information and documents.
14. The sales or redemption price of the collective investment undertakings or shares shall be published on the basis of frequency (periodicity) defined y this Law and other legal acts adopted on the basis of this Law.
15. thesupervisory authority notified in an immediate manner the supervisory authority of another member country in which the investment units or shares are disseminated, about the cancellation of the validity of the license of the holding company or investment enterprise, the cancellation of issuing or reception of the investment units or shares, appointment of a temporal supervisory authority representative to monitor the activities. If the collective investment undertaking holding company is licensed in another member country, the supervisory authority shall notify about the cancellation of the issue or redemption of the investment units or shares to the supervisory authority of the registered office of the member country.
16. The investment units or shares of the collective investment undertaking established in the Republic of Lithuania can be disseminated in the third country as defined under the procedures of this Law if the agreements of the supervisory authority with the supervisory authority of the third country can ensure proper supervision of the activities and providing of the information.
Article 116. The right if the management companies licensed in the Republic of Lithuania to manage a collective investment undertaking established in another member country
1. A holding company licensed in the Republic of Lithuania has the right to manage a collective investment undertaking established in another member country only when it follows the requirements defined under this Law, especially Articles 113, 114, and 117, and has the permit to manage this subject received from the member country supervisory authority of that collective investment undertaking registered office upon the basis of the procedures established by legal acts of that member country.
2. The holding company licensed in the Republic of Lithuania which manages a coordinated collective investment undertaking established in another member country, shall:
1) following the legal acts of the collective investment undertaking registration office member country regarding the dissemination of the investment units or shares of such a subject to undertake measures for a fair payment of money for the redeemed investment units or shares, and providing the demanded information to the investment undertaking investment units or shares owners;
2) to have proper procedures and measures ensuring a proper investigation of complains of investors and the possibilities of the investors to use their rights without any limitations. The investors shall have opportunities to submit complaints in the member state state in which the collective holding company collective investment undertaking is established, using the state language or one of the state languages of that country;
3) have proper procedures and measures to ensure that upon the demand of the supervision institution of the investment undertaking registration office member country or upon request of the investors, all necessary information is provided;
Article 117. Requirements fort the management companies licensed in the Republic of Lithuania managing a coordinated collective investment undertaking established in another member country, their activities, and the supervision of such management companies
1. If a holding company licensed in the Republic of Lithuania, which, having a branch office established in another member country, or without the establishing of it, is involved into activities of the management of coordinated collective investment undertakings in that country, it shall follow the requirements defined under the legal acts of the Republic of Lithuania related to the issues of company activities reorganization, including the transfer of the management functions, risk management procedures, risk limiting regulations, and the supervision of their following, the procedures defined under Article 11 of this Law, and the requirements for the procedures and financial reporting of such a holding company.
2. The holding company defined under part 1 of this Article shall follow the requirements defined under the incorporation documents of such a collective investment undertaking as well as the ones defined under the prospectus, and to have and use procedures ensuring the following of this requirement.
3. The supervisory authority supervises:
1) how the holding company defined under part 1 of this Article follows the requirements defined under part 1 of this Article;
2) if the organizing of the company activities and the use of available measures and procedures is appropriate;
4. The supervisory authority having received the requests of the member country to which the holding company licensed in the Republic of Lithuania addressed in relation to a collective investment undertaking established in that country and its management, and in relation to the request to provide explanations and information in relation to that company shall within 10 days from the day of initial request application submittal to provide its opinion on the related issue.
5. The supervisory authority, before cancelling the validity of the license of the holding company licensed in the Republic of Lithuania and managing a coordinated investment undertaking in another member country, shall consult the supervisory authority of the collective investment undertaking registered office member country.
6. The supervisory authority shall, in an immediate manner, report to the supervisory authority of the member country of the established coordinated collective investment undertaking registered office about any identified problems relate to the holding company licensed in the Republic of Lithuania if such problems, which, in the opinion of the supervisory authority, can have a substantial impart to the ability of the company to properly perform the obligations related to the coordinated collective investment undertakings, or on any cases of non-commonplace of the requirements defined and applied to the management companies upon the legal acts in force.
THE SECOND DIVISION
ACTIVITIES IN THE REOPUBLIC OF LITHUANI OF MANEGEMENT COMPANIES AND COLLECTIVE INVESTMENT SUBJECTS LICENZED IN ANOTHER MEMBER COUNTRY OR THIRD COUNTRY
Article 118. The right of management companies licensed in another member country or third country to provide the services in the Republic of Lithuania
1. A holding company licensed in another member country shall have the right to establish a branch company in the Republic of Lithuania if the supervisory authority of that member country submitted the following documents and information to the supervisory authority:
2. The supervisory authority, having received the documents and information defined under part 1 of this Article shall within 2 months prepare to carry out the supervision of the holding company and to inform the head management of the company about it.
3. The branch company can be established and start its activities in the Republic of Lithuania when the holding company receives the notification from the supervisory authority defined under part 2 of this Article, and if the notification is not received - within 2 months from the date when the supervisory authority of the company registered office member country submitted to the supervisory authority the information defined under part 1 of this Article.
4. If the holding company defined under part 1 of this Article already have at least one branch company established in the Republic of Lithuania, the procedures defined under this Article for the establishment of the branch companies shall not apply.
5. The holding company licensed in another member country can perform its activities without establishing a branch company in the Republic of Lithuania if the supervisory authority of the holding company registered office provided to the supervisory authority the following documents and information:
6. From the moment when the supervisory authority of the holding company registered office member country notifies the holding company about the transfer of the documents and information defined under part 5 of this Article, the holding company attains the right to start its activities in the Republic of Lithuania, and, having executed the requirements of the member country registered office legal acts for collective investment undertakings investment units or shares dissemination in that member country or the requirements defined under Article 124 of this Law – to disseminate the investment units or shares of its managed investment undertakings established not in the Republic of Lithuania or to manage the coordinated collective investment undertaking established in the Republic of Lithuania.
7. If the information defined under part 1 of this Article, about the holding company changes, the company shall notify to the supervisory authority in advance, no later than one month in advance. If there are any changes of the information provided to the supervisory authority as defined under part 5 of the holding company which operates in the Republic of Lithuania without the establishing of a branch company, the holding company itself shall notify the supervisory authority about this in writing and in advance.
8. A holding company licensed in a third country shall have the right to provide its services in the Republic of Lithuania on the same procedures which are defined for the licensed management companies of that country if the supervisory authority has an agreement with the third-country supervisory authority which enables to ensure the provision of proper activities and exchange of information.
Article 119. Supervision of licensed companies in another member country or third country which provide their services in the Republic of Lithuania
1. The holding company licensed in another member country or third country, which performs its activities in the Republic of Lithuania by an established branch company, shall follow the requirements defined under Article 11 of this Law for such activities. The supervisory authority shall monitor as how the holding company follows these requirements. The holding company licensed in another member country or third country, which operates in the Republic of Lithuania without an established branch company, shall follow the the requirements defined by the registered office member country or third country legal acts for such activities and related risk management.
2. The management companies licensed in another member country or third country, which operate in the Republic of Lithuania, shall follow the requirements defined under the legal acts of the Republic of Lithuania for the activities in relation to joint interests.
3. The supervisory authority shall have the right from the holding company licensed in another member country or third member country which established a branch company in Lithuania, to demand, for statistical purposes, the periodic reports of the branch company.
4. The supervisory authority has the right to order the holding company licensed in another member country or third country and carrying out its activities in the Republic of Lithuania without establishing a branch company, to provide all information needed to be able to evaluate of the holding company follows the requirements defined under this Law.
5. The supervisory authority of another member country or third country, or authorized persons of these institutions, after prior notification to the supervisory authority, may have the right to carry out inspections of the holding company branch office.
6. If operating in the Republic of Lithuania in another Member State or a third country licensed holding company infringes the requirements of legal acts, the supervisory authority shall indicate to eliminate the infringements and inform the competent authorities of the holding company's home Member State or the supervisory authority of a third country. Where shares in another Member State or in a third country a holding company licensed refuses to submit to the supervisory authority the information referred to in this Article or does not irregularities within the set time limit, the supervisory authority shall notify the holding company's home Member State or a third country to the supervisory authority. If the holding company, despite its home Member State or a third country tailored to the supervisory authority of measures or because the imposition of measures are insufficient or a specific measure cannot be customized, and continuing to refuse to submit to the supervisory authority the requested information or continues to violate the requirements of legal acts of the Republic of Lithuania, the supervisory authority shall have the right , a prior notification of the holding company's home Member State or a third country to the supervisory authority, to take the measures necessary to protect the interests of investors and to prevent Detecting irregularities in the way. For this purpose, the supervisory authority shall have in Article 162 of this Law only for the rights, including the right to prevent the collective investment undertaking distribution of units or shares in the Republic of Lithuania and, if necessary, a holding company to conclude transactions in the Republic of Lithuania as well as may apply other 170 and this law referred to in Articles 173 effect.
7. The measures taken by paragraph 6 of this Article in accordance with the supervisory authority must forthwith inform the holding company's home Member State or a third country to the supervisory authority, while in the case when the measures applied in another Member State a licensed holding company - and the European Commission and the European Securities and Markets Authority. If there is a reason to suspect that licensed in another Member State, of the holding company's home Member State supervisory authority referred to in paragraph 6 of this Article the case specified taken sufficient action, the supervisory authority of the may report to the European Securities and Markets Authority.
Article 120. The right to disseminate investment units or shares of a collective investment undertaking established in another member country or third country
1. The investment units or shares of a collective investment unit established in another member country or third country and complying to the requirements defined under the European Union directive listed in Addendum 4 to this Law, can be started to be disseminated in the Republic of Lithuania only after the supervisory authority of the subject registered office member country or third country informs it about the need to issue notification for the intent to disseminate the investment units or shares of the relevant investment undertaking in the Republic of Lithuania wand the submitting of other necessary documents to the supervisory authority on the basis of the procedures defined under Regulation (EC) No. 584/2010.
2. The documents defined under part 1 of this Law, the supervisory authority accepts and stores in electronic way.
3. About all collective investment undertaking or its holding company documents changes or updates in relation to the notification about the intent to disseminate investment units or shares in the Republic of Lithuania a collective investment undertaking established in another member country or third country shall inform the supervisory authority based on the procedures established by it and to indicate as where to get the electronic versions of these documents.
4. If the information provided together with the collective investment undertaking or its holding company notification in relation to the intent to disseminate the uni\vestment units or shares in the Republic of Lithuania and related to the procedures of dissemination of investment units and shares, changes, the investment undertaking established in another member country or third country or its holding company shall notify the supervisory authority before implementing such a change.
5. The supervisory authority approves, and on its internet website publishes and permanently updates the information in the Lithuanian and English languages about the laws and other legal acts of the Republic of Lithuania regulating the dissemination of investment units and shares in the Republic of Lithuania of collective investment units established n other member countries or third countries.
6. The collective investment undertaking or its holding company, following the procedures for dissemination of investment units or shares defined by the legal acts of the Republic of Lithuania, shall undertake all measures ensuring a correct payment of the funds for the redeemed investment units or shares and the provision of information to the owners of the investment units or shares as demanded under legal acts.
7. For the holding company licensed in another member country or third country, which intents to issue investment units or shares in the Republic of Lithuania of its collective investment undertaking established not in Lithuania without establishing the branch company and without intents to provide other services, only the requirements defined and established under this Law applicable to collective investment undertakings disseminating their investment units or shares in another member country or third country other than the country of incorporation, shall be applied.
8. If the requirements defined under the legal acts of the Republic of Lithuania are breached, the supervisory authority shall have the right to prohibit the dissemination of investment units or shares.
Article 121. Procedures for cancellation of dissemination of investment units or shares of collective investment undertakings established in another member country or third country
1. If it is intended to cancel the dissemination of investment units and shares in the Republic of Lithuania of a collective investment undertaking complying to the requirements of the European Directive, listed under the Addendum 4 to this Law, the collective investment enterprise registered in another member country or third country no later than before 2 months till the planned cancellation of the dissemination shall notify the supervisory authority in writing about this and to publish this information on a website (websites) defined under the incorporation documents of the collective investment undertaking, and to notify in writing all investors of the Republic of Lithuania having investment units or shares of such a collective investment unit.
2. The notifications to investors and to the supervisory authority as defined under part 1 of this Article, shall indicate the following:
1) the date of the intended cancellation of dissemination of investment units or shares in the Republic of Lithuania;
2) consequences of cancellation of the investment units dissemination to the existing collective investment undertaking investors;
3) contact data of a subject which the existing investors could address for the reception of investment units or shares before the cancellation of the dissemination;
4) contact data of a subject which the existing investors could address for the reception of investment units or shares after the cancellation of the dissemination;
5) the place where the investors who could not use the possibility to demand to redeem their investment units or shares could get to know the information published about the collective investment undertaking licensed in another member country or third country or the information published by a investment enterprise about the collective investment undertaking.
3. A holding company or investment undertaking licensed in another member country or third country shall execute the duty defined under Article 122 of this Law to publicise and to provide to investors information about the activities of the collective investment undertaking for no less than 2 months from the execution of the duty defined under part 1 of this Article.
Article 122. The information published of a collective investment undertaking or its holding company established in the member country or third country
1. The collective investment undertaking established in another member country the investment units or shares of which are disseminated in the Republic of Lithuania, or its holding company shall provide to the investors of the Republic of Lithuania all information and documents which the subjects hall provide to investors upon the requirements defined under its member country of the registered office. . The collective investment undertaking established in the third country the investment units or shares of which are disseminated in the Republic of Lithuania, or its holding company shall provide to the investors of the Republic of Lithuania all information and documents defined under the requirements of Chapter II of this Law.
2. The information and documents to investors defined under part 1 of this Article shall be provided following these requirements:
1) on the basis of the procedures defined under this Law and without breaching the provisions of the second paragraph of Chapter II of this Law;
3. The holding company of the collective investment undertaking shall be responsible for the preparation of the information and documents, and their translation defined under part 2, Items 2, and 3 of this Law, and if the management was not transferred to the holding company - then the collective investment undertaking itself. The translation shall exactly correspond the original contents of the information of the collective investment undertaking.
4. The requirements defined under parts 1, 2, and 3 of this Law shall apply to all changes of the information and documents.
5. The issue, sales or redemption price of the collective investment undertaking investment units or shares shall be published on the basis of periodicity (or frequency) as defined under the legal acts of the member country registered office or the third country .
6. A collective investment unit established in another member country or third country the investment units or shares of which are disseminated in the Republic of Lithuania may indicate the same form of activities (investment enterprise, investment fund, or otherwise) like in its member country of registered office or third country.
Article 123. The right of management companies licensed in other member country to manage a collective investment undertaking established in the Republic of Lithuania
1. A coordinated collective investment undertaking established in the Republic of Lithuania can be managed or transferred for the management in another member country to a licensed holding company only if this holding company follows the requirements defined under this Article, and Articles 118, 119, 124, and 125 of this Law.
2. A holding company licensed in another member country which manages a collective investment undertaking established in the Republic of Lithuania, shall:
1) to undertake the measures defined under Article 120, part 6 of this Law and to have proper procedures and measures ensuring a proper investigation of investors complains and the possibilities to investors to use their rights without any limitations whatsoever. The investors shall have opportunities to submit their complaints in the Lithuanian language;
2) to have proper procedures and measures ensuring the provision of information demanded by the supervisory authority or by request of the investors;
Article 124. The request of the holding company licensed in another member country to allow to manage a collective investment fund established in the Republic of Lithuania
1. The holding company licensed in another member country which intends to manage a coordinated collective investment undertaking established in the Republic of Lithuania, without breaching the requirements defined under Article 2, part 2 of this Law, shall receive a prior permit from the supervisory authority upon the procedures defined under this Article.
2. The holding company licensed in another member country without breaching the defined requirements under Articles 6 and 7, and Article 16, part 1 of this Law, to the supervisory authority together with its application to let to manage a coordinated collective investment undertaking established in the Republic of Lithuania, provides a written agreement with the depository, as defined under Article 32, part 7 of this Law, for the exchange of information, and, if applicable, information about collective investment undertaking investment management and administration functions transferring procedure.
3. If the holding company licensed in another member country already manages a least one coordinated collective investment undertaking of the same type established in the Republic of Lithuania, it shall provide to the supervisory authority the link/reference to the already provided documents and information as defined under part 2 of this Article.
4. The supervisory authority, as much as it is necessary to ensure the following of the requirements defined under this Law, shall have the right to request the supervisory authority of the member country of the registered office of the holding company, as defined under part 1 of this Law, to provide explanations and information if that holding company has the right to manage a collective investment undertaking of appropriate type.
5. The supervisory authority shall reject the request/application of the holding company to let to manage a coordinated collective investment undertaking established in the republic of Lithuania if:
2) the license of the holding company does not provide the right to it to manage the appropriate type of coordinated investment undertaking for the management of which it submitted the application;
6. The supervisory authority before issuing it refusal to reject the application of the holding company, shall consult the supervisory authority of the holding company registered office member country.
Article 125. Requirements for activities of the management companies licensed in other member country managing the coordinated collective investment undertaking established in the Republic of Lithuania, and the supervision of such subjects
1. The holding company licensed in another member country which has its branch company established in the Republic of Lithuania or without the branch company is involved in the activities of the management of coordinated collective investment undertakings (hereinafter in this Article referred to as the holding company), shall follow the acquirement defined under the legal acts of the republic of Lithuania for the established and activities of the coordinated collective investment undertakings in the Republic if Lithuania, including the requirements defined for coordinated collective investment undertakings:
2) for investment strategy and investment restrictions, including the calculation of the general risk volume and financial leverage used;
3) sales limitations for borrowing and lending and transferable securities, money market instruments and other investment instruments which the coordinated collective investment undertaking does not have;
5) for the calculation of the price of investment units or shares issuing or redemption, errors in net assets calculations and compensations to investors;
7) for disclosure of information and financial reporting, including the prospectus, the document for the main information to the investors and periodic reports;
13) fees of the issue of permits to the coordinated collective investment undertakings, the issue of documents and prospectus approval;
2. The holding company shall also follow the requirements defined under the coordinated collective investment documents and prospectus.
3. The holding company shall have and use such measures and procedures as to be able to ensure that it follows the requirements defined under parts 1 and 2 of this Article.
4. The supervisory authority supervises as how the holding company keeps the requirements defined under parts 1 and 2 of this Article.
5. If the holding company breaches the requirements of the legal acts, the supervisory authority shall order it to eliminate the breaches and informs about it the supervisory authority of the member country of the holding company registered office. If the holding company refuses to provide to the supervisory authority the information defined under Article 119, part 4, and does not stop the breaches during the indicated term, the supervisory authority informs about it the supervisory authority of the member country of the holding company registered office. If the holding company disregards the sanctions imposed by the supervisory authority of the member country of the holding company registered office or when the imposed sanctions are insufficient, or a specific measure cannot be applied, and further refuses to provide to the supervisory authority its requested information, or further breaches the requirements of the legal acts of the Republic of Lithuania, the supervisory authority has the right, having informed the supervisory authority of the member country of the holding company registered office, to undertake measures defined under Article 119, part 6 of this Law, and to demand that the holding company stops the management of the relevant coordinated collective investment undertaking.
6. About the measures undertaken under part 5 of this Article, the supervisory authority shall in an immediate manner inform the supervisory authority of the member country of the holding company registered office, the European Commission, and to the Institution of the European Securities and Markets. If there is any basis to suspect that the the supervisory authority of the member country of the holding company registered office did not take appropriate measures under the case defined under part 45 of this Article, the supervisory authority may inform about this the institution of the European Securities and Markets.
7. The supervisory authority shall in an immediate manner notify the supervisory authority of the member country of the holding company registered office about any breaches, troubles, or deficiencies in relation to the coordinated collective investment undertaking managed and incorporated in the Republic of Lithuania which could have essential impact to the abilities of the holding company to properly carry out its duties in relation to the coordinated collective investment undertaking under its management, or to follow the requirements defined under the legal acts of the Republic of Lithuania.
8. In such a case when the supervisory authority of the member country of the holding company registered office, before cancelling the validity of the holding company license, consults with the supervisory authority, the supervisory authority shall undertake all necessary measures to protect the interests of investors, including the prohibition to the holding company to conclude transactions in the Republic of Lithuania.
CHAPTER VIII
THE FIRST DIVISION
SPECIAL COLLECTIVE INVESTMENT SUBJECTS
Article 126. Provisions applied to special collective investment undertakings and their incorporation documents
1. The provisions of this Law shall apply to special collective investment undertakings and their incorporation documents if the provisions of this Chapter do not define otherwise.
2. The regulations of the special investment fund, apart from the information defined under Article 66 of this Law, shall contain:
1) in the description of the investment into a special investment fund and the related risks, it shall be indicated that the investment into a special investment fund is higher than the average risk, and into the real estate or private investment fund cases - there is a long-term risk;
2) the name, investment strategy, and all related costs and their amounts related to investment of the collective investment fund into the investment units or shares it is planned to invest under the right defined under Article 147, part 7 of this Law;
3) resumes of independent real estate valuator candidates of the real estate collective investment undertaking, and their selection criteria (professional experience, specialization of the real estate valuators, and other information), principles for the replacement of independent real estate valuator candidates.
3. In the by-laws of special investment enterprises, apart the information defined under Article 72, part 1 of this Law, the information defined as required by part 2 of this Article shall be indicated.
4. For special collective investment undertakings the chapters VI, paragraph three, and VII and relevant requirements under this Law shall not be applicable. Other provisions of this Law shall be applied as much as it is not defined under this Chapter otherwise.
Article 127. General investment regulations of the special collective investment undertakings
1. After 6 months from the day when the supervisory authority issued a permission to approve the incorporation documents of a new special collective investment undertaking and the selection of the depository, the investments of the holding company managing this subject cannot exceed 30 per cent of the net assets value of such a collective investment undertaking.
2. The holding company on the expense of its managed real estate collective investment undertaking, or the real estate investment enterprise the management of which was not transferred to the holding company, can obtain the investment units defined under Article 136, part 1, Items 1, 2, 3, and 5, which belong to collective investment undertaking depository or an enterprise, which owns 5 per cent and more of shares of the holding company or investment enterprise providing the voting right.
3. The holding company on the expense of its managed private capital collective investment undertaking, or a private capital investment enterprise the management of which was not transferred to the holding company, can obtain the investment objects defined under Article 141, items 1 and 2 of this Law, which belong to the collective investment undertaking depository ir enterprise which owns 5 per cent and more of shares of the holding company or investment enterprise providing the voting right.
4. The holding company or investment enterprise the management of which was not transferred to the holding company after using its right defined under part s 2 and 3 of this Article, shall no later than within 5 days from the conclusion of a purchase translation inform about this the supervisory authority. Together with the notification to the supervisory authority the following shall be submitted:
1) decision of the board indicating the investment object purchase price of holding company or investment enterprise the management of which was not transferred to the holding company;
5. Special collective investment subject holding company or investment enterprise the management of which was not transferred to the holding company, making a transaction of sales using with the collective investment undertaking forming property for the investment units which it does not have, shall ensure that the investment instruments being subject of such a transaction, will be purchased till the final term of the execution of such a transaction.
Article 128. Purchase and redemption of special collective investment undertakings investment units or shares
1. Special collective investment undertakings investment unites or shares shall be purchased on the basis of the procedures defined under Articles 42 and 44 of this Law and the procedures defined under the collective investment undertakings incorporation documents, except for the cases defined under part 2 of this Article, and Article 129.
2. The requirements defined under Article 42, parts 2, and 3, and Article 44 of this Law shall not apply to real estate and private capital collective investment undertakings. The investment units or shares of these collective investment undertakings shall be purchased on the procedures and terms defined under the incorporation documents of these collective investment undertakings or and their prospectus.
3. The investment units or shares of the special collective investment units shall be redeemed and the investors for these shall be settled with upon the terms and procedures defined under the incorporation documents of these collective investment undertakings or and their prospectus. The settlement for the purchased special collective investment undertaking investment units or shares shall be made no later than within 30 days from the day of submitting the application to redeem such investment units or shares. If another day of redemption of the investment units or shares is defined in the incorporation documents of the special collective investment undertaking, the 30 day term shall be calculated from the day defined under such incorporation documents of the collective investment undertaking. The submitted applications of investors to redeem the open type special collective investment undertakings investment units or share shall be executed at least once per 3 months.
4. Real estate or private capital collective investment undertaking holding company, the management of which was not transferred to the holding company, shall have the right to postpone the term defined under part 3 of this Article for the payment settlement for the redeemed investment units or shares when the total value of the redeemed investment units or shares exceeds the value defined under the incorporation documents or prospectus of the collective investment undertaking which cannot be less than 10 per cent of the net assets value of the subject, or, under exceptional cases, when there are insufficient funds to redeem such investment units or shares, and the sales of the available investment objects was with a loss. The payment settlement can be postponed only in such a case when the right for this of the holding company or investment enterprise is established under incorporation documents or prospectus.
5. The payment term defined under part 4 of this Article for the investment units or shares cannot be longer than 6 months.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 129. No longer in force from July 01, 2013.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 130. Publication of prices of special investment undertakings investment units or shares
1. A special collective subjects holding company or investment enterprise the management of which was not transferred to the holding company, shall upon the procedures defined under collective investment undertaking incorporation documents to publish the prices of the investment units or shares each time these are sold or redeemed.
2. The valuers of investment units or shares of the open type real estate or private capital collective investment undertakings shall be published at least once per 3 months, and for open type collective investment undertakings investing into other collective investing subjects - at least once per month.
Article 131. Prospectus contents of special collective investment undertakings
Special collective investment undertakings prospectus and the document of the main information to investors, apart from the information defined under this Law, the risk character shall be clearly indicated in relation to the investment into these collective investment undertakings, that the investment into special collective investment undertakings is related to higher than average risks, and into the real estate and private capital collective investment undertakings - with long-term risks, taking into regard the character of intended subject activities period.
Article 132. Suspension of special collective investment undertakings investment units or shares dissemination
1. The holding company or investment enterprise the management of which was not transferred to the holding company, has the right to suspend the dissemination of its investment units or shares.
2. The dissemination of investment units or shares can be suspended only under such case, when it is defined in advance in the special collective investment undertaking incorporation documents when the collective investment undertaking net assets reach the maximum limit defined under its incorporation documents.
second DIVISION
Collective investment undertakings into transferable securities
Article 133. Specifics of collective investment undertakings into transferable securities
1. Collective investment undertakings into transferable securities and their management companies and their management companies are subject to all requirements defined under this Law applicable to coordinated collective investment undertakings and their management companies, with the exceptions defined under this Law.
2. For collective investment undertakings into transferable securities in relation to the restrictions defined to them in this Article, the provisions of this Law of Article 18, parts 4 and 5, of Article 18, part 3, regarding the prohibition to lend or mortgage the assets forming the investment fund, and the restrictions of Article 76, parts 1 and 2, Article 115, Article 127, parts 2, 3, 4, and article 132 shall not apply. It is prohibited to warrant or guarantee the liabilities of other persons using collective investment transferable securities and the assets related to them.
3. The collective investment undertaking into transferable securities is allowed to invest into the transferable securities or money market instruments of one issue up to 20 per cent of its net assets, except for the cases defined under Article 75, parts 5 and 6.
4. The collective investment undertaking into transferable securities is allowed to invest into the transferable securities or money market instruments included into the trade in a multilateral trade system, and not included into the trade of a multilateral trade system in the markets complying the requirements defined under Article 75, part 1, Items 1, 2, 3 of this Law, up to 30 per cent of the net assets.
5. The collective investment undertaking into transferable securities or the managing company managing the collective investment undertaking into transferable securities can borrow up to 15 per cent of the net assets value when the value is defined on the day of loan transaction, and it it is allowed under the terms and conditions defined under the collective investment undertaking incorporation documents.
6. The assets of collective investment subject into transferable securities can be lent to licensed finances institutions only. The value of the lent assets cannot exceed 10 per cent of the net assets of the collective investment subject into transferable securities. The company of collective investment undertaking into transferable assets or its holding company managing the collective investment undertaking, following the requirements defined under this part of the Article can lend the assets of the collective investment undertaking for a period not exceeding 30 days. The requirement for the maximum period of lending shall not be observed only in the case when, upon the concluded loan agreement, the holding company or collective investment undertaking invested into transferable securities and the investment enterpriser has the right at any time to demand to return the lent collective investment undertaking assets.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
third DIVISION
Real estate collective investment undertakings
Article 134. Real estate valuation
1. Real estate collective investment undertaking holding company or real estate investment enterprise the management of which was not transferred to the holding company shall ensure that the collective investment undertaking investments portfolio or the intended to purchase real estate objects are evaluated by at least two independent real estate valuators having the right to carry out real estate valuation activities and being independent from each other, except for real estate valuators assistants, who provide separate valuation conclusions.
2. Holding company or investment enterprise the management of which was not transferred to the holding company, shall ensure that the collective investment undertaking investments portfolio or the intended to purchase real estate objects located not in the Republic of Lithuania, are evaluated by at least one real estate valuator meeting the requirements for the real estate valuator defined under the laws of that member country.
3. The duty of proof that the real estate property evaluator of another member country or third country meets the requirements defined under part 2 of this Article, shall be the responsibility fo the holding company or investment enterprise the management of which was not transferred to the holding company.
4. Real estate valuators cannot be the persons of the same holding company, investment enterprise or real estate property collective investment undertaking assets depositing depository heads or staff. The same real estate valuator can perform real estate valuators for the same collective investment undertaking for no longer than 3 years in turn.
5. An independent real estate valuator shall:
1) to perform the evaluation of each real estate object forming the assets of the collective investment undertaking on the basis of which the value of the net assets is calculated;
6. The supervisory authority has the right to demand to perform additional independent real estate valuation without participation of the valuator(s) who previously performed the same valuation(s) when:
1) the real estate valuation performed does not comply to the requirements defined under the incorporation documents of the collective investment undertaking;
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 135. The basic investment regulations for real estate collective investment undertakings and their specifics
1. if this paragraph does not define otherwise, for real estate collective investment undertaking real estate investments, the requirements defined under Article 18, parts 4 and 5, Article 75, except for the prohibition defined under part 5, Articles 76 and 77, Article 82, part 2, Article 115, Article 18 part , part 3, in relation to the prohibition to mortgage the assets forming the investment fund or the property of the investment enterprise, do not apply. It is prohibited to lend the assets of the real estate collective investment undertaking, provide warrants or guarantees with it for liabilities of other persons. The prohibition defined under this part to lend the assets of the real estate collective investment undertaking shall not apply in cases when such assets are lent to a company which is controlled by the real estate collective investment undertaking with the direct decisive influence and if the property of such enterprise is invested into the real estate complying to the requirements defined under Article 127 of this Law. The real estate collective investment undertaking is not obligated to use the comparative index.
2. The purchase price of the real estate property cannot be substantially bigger and the sales price cannot be substantially smaller than it is defined under the requirements of Article 134 on the basis evaluations made by real estate valuators who meet the related requirements. A substantial difference in price is the difference of more than 15 per cent from the value of the real estate object(s) defined by the evaluator(s). Real estate investment enterprise or holding company managing the real estate collective investment undertaking, under exceptional cases, when it does not breach the interests of the collective investment undertaking participants, having made a real estate purchase or sales transaction the rice of which exceeds the biggest price difference, shall, in an immediate manner, but no later than within 5 working days, inform the supervisory authority about this in writing. The notification shall indicate the price of the transaction concluded, the value defined by real estate valuator(s), and reasons for concluding such a transaction.
3. Real estate investment enterprise or investment enterprise which manages the collective investment undertaking, on the expense of the collective investment undertaking may borrow up to 50 per cent of the real estate property value for the period defined under the incorporation documents of the real estate collective investment undertaking in advance.
Article 136. Real estate collective investments subjects investment objects
1. The assets of a real estate collective investment undertaking can consist of:
2) real estate objects under construction which are intended to be finished under a reasonable period;
3) securities and money market instruments of companies the main activities of which is purchase of real estate property, reconstruction, rend, sales and (or) development (real estate companies, when the assets and property of such companies is invested into real estate in compliance to the requirements of this Law;
4) investment units or shares of real estate collective investment undertakings established in other member countries the supervision of which is no less strict than it is in the Republic of Lithuania;
5) movable property and equipment necessary for the maintenance of the asset and property forming the investment portfolio of the collective investment undertaking;
6) transferable securities and money market instruments included into the trade in a multilateral trade system;
2. Using the property and assets of the real estate collective investment undertaking it is prohibited to obtain the objects listed under part 1 of this Article if:
1) the right of ownership to such an object is restricted and this can lead to the loss of the ownership right;
Article 137. Diversification of real estate collective investment undertakings investment portfolio
1. The assets of the real estate collective investment undertaking are considered as sufficiently diversified if it was invested following these requirements defined under this Article. By calculating the maximum permitted investment limits as defined under part 3 of this Article, the premises of one building shall be considered as one real estate object.
2. No more than 20 per cent of real estate collective investment undertaking forming net assers can be invested into instruments defined under Article 75 and 133, part 4 of this Law, following the requirements defined under Articles 76, 77, 79, and 80 of this Law.
3. Into one real estate object and (or) one real estate company it can be invested no more than 30 per cent of real estate collective investment undertaking property forming net assets. This investment limitation is not applicable to the investments into specially established enterprises which, with the decisive impact, are controlled by the real estate collective investment undertaking (hereinafter referred in this Article as the controlled company) if such companies invest the received funds into real estate subjects with the condition that:
1) the controlled company follows all requirements defined for real estate collective investment undertakings defined under this Chapter when the real estate collective investment undertaking invests into such a company 100 per cent of the net assets forming the property of the company;
2) the real estate collective investment undertaking together with its controlled company follows all the requirements defined for the real estate collective investment undertakings under this Chapter when the real estate collective investment undertaking into the controlled company invests more than 30 per cent, but less than 100 per cent of the net assets forming the property of this company;
4. The total investment into the real estate objects defined under Article 136, part 1, Item 2 cannot exceed 20 per cent of the real estate collective investment undertaking property forming net assets.
5. The total sum of investments into a real estate object and the movable property needed for its maintenance and (or) equipment cannot exceed 40 per cent of the real estate collective investment undertaking property forming net assets.
6. The total sum of the investments into the securities issued by the same real estate company, money market instruments and liabilities arising to the collective investment undertakings for the derivative financial instruments transactions with that company, cannot exceed 30 per cent of the real estate collective investment undertaking property forming net assets.
7. The total sum of the investments into the derivative instruments defined under part 6 of this Article and the investment objects defined under part 5 of this Article, in which such a real estate company invested and the real estate collective investment undertaking investing into it, cannot exceed 30 per cent of the real estate collective investment undertaking property forming net assets.
8. The investment portfolio of a newly established real estate collective investment undertaking for 4 years from the day when the supervisory authority issued the permit to approve its incorporation documents and select the depository, may not meet the diversification requirements defined under this Article. In all cases it does not release the holding company or investment enterprise the management of which was not transferred to the holding company, from the obligation to invest the property of the real estate investment undertaking following the requirements defined under Article 127 and 136 of this Law.
9. In cases when the investment regulations requirements are breaches for reasons out of control of the holding company or investment enterprise, the non-compliances or breaches shall be eliminated as soon as possible, but no later than within one year.
10. After the expiration of the term defined under part 8 of this Law, the holding company or investment enterprise the management of which was not transferred to the holding company, shall immediately and in writing inform about this the supervisory authority by indicating the reasons of the breach, the measures which it indents to undertake to correct the situation, and the planned term for the correction of the breach.
Article 138. Real estate collective investment undertakings net assets value estimation
1. The value of the real estate collective investment undertakings net assets is estimated taking into regard the market price of the collective investment undertaking property and following the principles of net assets value calculation defined by the supervisory authority and the legal acts, regulations for the estimation of the net assets value defined under the incorporation documents if the collective investment undertaking. The net assets value of the real estate collective investment undertaking shall be estimated at least each 3 months. In all cases the estimations shall also be made at the end of the fiscal year.
2. The real estate objects forming the property of the real estate collective investment undertaking are considered as evaluated if their value was estimated no later than 6 months, and only in such a case when there were no significant economic or real estate price changes due to which new evaluations should be made.
Article 139. The contents of the annual report of the real estate collective investment undertakings
Together with the real estate collective investment undertakings annual report, apart the information defined under Article 24, part 2, the following shall be provided:
1) information about profit and (or) loss earned (incurred) during the fiscal year after the sales of each real estate object;
2) information about real estate agencies the services of which are used by the collective investment holding company or investment enterprise managing the real estate property;
3) the latest value defined by the real estate valuators of each real estate object forming the investment portfolio if the collective investment undertaking;
Fourth DIVISION
Private capital collective investment undertakings
Article 140. Private capital collective investment undertakings basic investment regulations and specifics
1. If, under this Chapter it is not defined otherwise, the private capital collective investment undertakings and their enterprises are not subject to the requirements and restrictions defined under Article 18, parts 4 and 5, Article 75, parts 1, 2, and 4, Articles 76, 77, Article 82, part 2, Article 115, and the prohibition under Article 18, part 3, to mortgage the property or assets forming the property of the investment fund or of the investment enterprise. It is prohibited to lend the asserts of the private capital collective investment undertaking, to guarantee or provide warrants for the liabilities of other persons. The private capital collective investment undertakings shall not be obligated to use the comparative index.
2. Private capital investment enterprise or holding company managing the private capital collective investment undertaking, can take a loan on the expense of the collective investment undertaking up to 80 per cent of the loan amount for the value of the net assets as for the day of the loan for the term defined under the incorporation documents beforehand.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 141. Private capital collective investment undertakings investment objects
Private capital collective investment undertaking property and assets can be made of:
1) securities of the newly established companies and (or) of existing companies which are not included
2) the money market instruments issues by the companies defined under part 1 of this Article, the securities of which are not obtained by the private capital collective investment undertaking, if these are not included into trade in the markets as defined under Article 75, part 1, Items 1, 2, 3;
3) investment and financial instruments defined under Articles 75, 79 and 80 of this Law, which are included into the trade at a multilateral trade system, but are not included into trade in the markets as defined under Article 75, part 1, Items 1, 2, 3;
Article 142. Private capital collective investment undertakings investment portfolio diversification
1. The assets of a private capital collective investment undertaking is considered sufficiently diversified if it complies to the requirements defined under this Article.
2. Into the investment objects defined under Article 141 it is allowed to invest no more than 30 per cent of the net assets forming the property of the subject. This investment restriction is not applicable to specially established enterprises, which, with the decisive impact, are controlled by private capital collective investment undertaking (hereinafter referred in this Article as the controlled company) if such companies invest the received funds into objects defined under Article 141 with the condition that:
1) the controlled company follows all requirements defined for private collective investment undertakings investment requirements, when a private capital collective investment undertaking invests into such a company 100 per cent of the net assets forming the property of the company;
2) the private capital collective investment undertaking together with its controlled company follows all the requirements defined for private capital investment undertakings under this Chapter when the private capital collective investment undertaking into the controlled company invests more than 30 per cent, but less than 100 per cent of the net assets forming the property of this company;
3. The investment portfolio of a newly established private collective investment undertaking for a period of 4 years, when the supervisory authority issued the permit to approve its incorporation documents and depository selection, may not comply to the requirements for diversification defined under this Law. In all cases it does not release the holding company or investment enterprise the management of which was not transferred to the holding company, from the obligation to invest the property of the private capital collective investment undertaking following the requirements defined under Article 127 and 141 of this Law.
4. In cases when the investment regulations requirements are breaches for reasons out of control of the holding company or investment enterprise, the non-compliances or breaches shall be eliminated as soon as possible, but no later than within one year. This term can be longer only under exception cases when the holding company or the investment enterprise cannot correct the situation due to the reasons not related to them. In such a case, after the expiration of one year term, the holding company or investment enterprise the management of which was not transferred to the holding company, shall inform in an immediate manner in writing the supervisory authority. The notification shall also indicate the term of the requirement implementation.
5. After the expiration of the term defined under part 4 of this Law, the holding company or investment enterprise the management of which was not transferred to the holding company, in all cases immediately and in writing inform about this the supervisory authority by indicating the reasons of the breach, the measures which it indents to undertake to correct the situation, and the planned term for the correction of the breach.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 143. Defining the net assets value of a private capital collective investment undertaking
1. The value of the private capital collective investment undertakings net assets is estimated taking into regard the market price of the collective investment undertaking property and following the principles of net assets value calculation defined by the supervisory authority and the legal acts, regulations for the estimation of the net assets value defined under the incorporation documents if the collective investment undertaking. Private capital collective investment undertakings net assets value shall be defined at least once per 3 months. In all cases the estimations shall also be made at the end of the fiscal year.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 114. The contents of the private capital collective investment undertakings annual report
Together with the private capital collective investment undertaking annual report, apart to the information defined under Article 24 part 2 of this Law, the following shall be provided:
1) information on the activities results of all companies defined under Article 141, Items 1 and 2, into the securities or money market instruments the property of the subject is invested;
2) information about profit and (or) loss earned (suffered) during the fiscal year from the securities or money market instruments issued by the company as defined under Article 141, part 1 and 2 of this Law;
fifth DIVISION
COLLECTIVE INVESTMENT SUBJECTS INVESTING INTO OTHER COLLECTIVE INVESTMENT SUBJECTS
Article 145. The main regulations of assets investment and their specifics of collective investment undertakings investing into other collective investment undertakings
1. It is is not defined otherwise under this Chapter, for collective investment undertakings which invest into other collective investment undertakings, assets investments are not subject of requirements defined under Article18, parts 4, and 5, Article 75, parts 1, 2, and 4, Article 76 and 79 and relevant defined restrictions, and not subjects to the prohibition defined under Article 115, and Article 18, part 3 to mortgage the assets forming the fund or property of an investment enterprise. It is prohibited to lend the assets of such collective investment undertakings, guarantee or provide warrants for the liabilities of other persons. This type of collective investments subjects may not use the comparative index.
2. The holding company or investment enterprise managing this sort of collective investment undertaking can take a loan on the expense of such a collective investment unit up to 15 per cent of the net assets value for the day of conclusion of the loan agreement for the term defined in advance under the incorporation documents of the collective investment undertaking, and this term cannot exceed 6 months.
Article 146. Investment objects of collective investment undertakings investing into other collective investment undertakings
1. The assets of a collective investment undertaking which invests into other collective investment undertakings, can be made of:
1) investment units or shares of coordinated collective investment funds established i other member countries;
2) investment units or shares of collective investment funds established in another member country or third country which are not in compliance to the requirements of the European Union legal acts, but if such subjects and (or) their management companies for the purposes of investor interests protection are licenses and (or) supervised, and the supervisory authority of that other member country or third member country has an agreement with the supervisory authority ensuring a proper supervision of acclivities and providing of information;
2. The duty to prove that the collective investment undertaking into the investment units or shares it is intended to invest, complies to the requirements defined under part 1 of this Article, shall be the responsibility of the holding company or the investment enterprise the management of which was not transferred to the holding company.
Article 147. Diversification of the portfolio of collective investment undertakings investing into other collective investment undertakings
1. The assets of a collective investment undertaking which invests into other collective investment undertakings is considered sufficiently diversified if it was invested in compliance to the following requirements defined under this Article.
2. Up to 50 per cent of the collective investment undertakings net assets can be invested into one collective investment undertaking investment units or shares when no more than 10 per cent of the the net assets of which are invested into the investment units or shares of other collective investment undertakings.
3. Up to 20 per cent of the collective investment undertakings net assets can be invested into one collective investment undertaking investment units or shares when more than 10 per cent of the the net assets of which are invested into the investment units or shares of other collective investment undertakings.
4. No more than 20 per cent of the net assets forming the property of the collective investment undertaking can be invested into the instruments defined under Article 75, and Article 146, part 1, Item 4 of this Law, following the requirements defined under Articles 76, 77, 79, and 80 of this Law.
6. The total sum of the investments into collective investment undertakings cannot exceed 60 per cent of the collective investment undertaking net assets.
7. The investment limits defined under parts 2 and 3 of this Article can be extended correspondingly up to 100 and 50 per cent if the collective investment undertaking into the investment units or shares of which it is intended to invest an increased share of the net assets, is defined in advance under the incorporation documents and prospectus of such a collective investment undertaking by revealing its investment strategy and the sizes of all investment related fees and costs. In such a case, seeking to receive the permit of the supervisory authority to approve the incorporation documents of the collective investment undertaking investing into other collective investment undertakings, and relevant changes of such documents, the supervisory authority shall receive the incorporation documents and prospectus of the collective investment undertaking into which the increased share of the net assets is planned to be invested.
8. In all cases the investment enterprise or the holding company managing this sort of a collective investment undertaking shall follow the restrictions defined under Article 77 of this Law.
9. The share of the debt liabilities units for one credit institution in the portfolio of the collective investment undertaking cannot exceed 10 per cent from the net assets value of such a collective investment undertaking.
10. The share of investments into investment units or shares of another collective investment undertaking separate sub funds or shares shall be summed up and in all cases these cannot exceed the limits defined under parts 2, 3, and 7 of this Article.
11. The investment portfolio of a newly established collective investment undertaking of this sort for the period of 6 months from the day when the supervisory authority issued the permission to approve its incorporation documents and selection of the depository may temporarily not meed the diversification requirements defined under this Article. For the investment portfolio of such a subject the requirements defined under Article 82, parts 1, and 3 shall also apply.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 148. The contents of the annual report of collective investment undertakings investing into other collective investment undertakings
Together with the collective investment undertaking investing into other collective investment undertakings annual report, apart to the information defined under Article 24 part 2 of this Law, the following shall be provided:
1) information on the profit and (or) loss earned or incurred during the fiscal year in relation to the property of the subject and sales the investment units or shares of each collective investment undertaking defined under Article 147, part 7 of this Law;
SIXTH DIVISION
ALTERNATIVE COLLECTIVE INVESTMENT SUBJECTS
No longer in force from July 1st, 2013.
Changes of the Chapter:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
SIXTH DIVISION
Closed type collective investment undertakings
Article 152. Specifics of closed type investment enterprises
1. For closed type investment enterprises the same requirements as defined for the variable capital investment companies are applied, if the Article of this Law does not define otherwise.
2. The by-laws of closed type investment enterprises, apart from the information defined under Article 72, part 1 of this Law, shall indicate the following:
1) type of the enterprise (closed type investment enterprise) and the term for which it is established;
3. Closed type investment enterprises the by-laws of which define the issue of shares not providing the rights to the dividends, cannot have a longer period of activity than 10 years.
4. The nominal value of all simple nominal shares issued by a closed type investment enterprise shall be equal.
6. The authorized capital of the closed type investment enterprise can only be increased by means of shares additions or additional contributions in the basis of the decision of a general meeting of the shareholders.
7. When the authorized capital is increased by additional contributions, the issued shares can only be obtained by the existing shareholder of a closed type investment enterprise in proportion to the numbers of the shares they already have. The shares can be proposed not to the shareholders of the enterprise only when the existing shareholders of the investment enterprise did not sign the newly issued shares during the period defined under the by-laws of the enterprise which cannot be shorter than 10 days and which cannot exceed 30 days. The shares of the new issue must be paid in money during the set period of time for the signing of the shares, this period cannot exceed 30 working days.
8. If at least one of the issues of the closed type investment enterprise was disseminated upon the procedures defined under Article 2, part 54 of this Law, the dissemination of any future new issues of the shares shall be performed under the same procedures.
9. Closed type investment enterprise shares issue prospectus shall be prepared following the requirements defined by the supervisory authority.
10. Not earlier than 30 days before the adoption of a decision to distribute the dividends, the report set of the closed type investment enterprise shall be made and inspected by the auditor. This requirement is not applicable if the decision to pay dividends is undertaken by the general meeting of the shareholders. Dividends for the shareholders of the closed type investment enterprise shall be paid upon the procedures defined under the by-laws of the closed type investment enterprise.
11. The transferable securities forming the investment portfolio of the closed type investment enterprise, and also money market and derivative financial instruments shall be evaluated at least once per 2 weeks. Other property and assets shall be evaluated regularity upon the regularity defined under the by-laws of the closed type investment enterprise, but at least once per year. The company shall perform a new evaluation of its assets and property forming its investment portfolio each time it issues a new issue of shares.
12. closed type investment enterprise net assets value and the net value of the shares shall be published under the procedures and regularity as defined under the by-laws of the closed type investment enterprise, but no later than once per year.
13. After the expiration of the closed type investment enterprise activities period defined under its by-laws, the property and assets shall be transferred, after the execution of all liabilities, to the shareholders of the company in proportion to the number of shares they have.
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 153. Specifics of closed type investment funds
1. For closed type investment funds the same requirements are applied as to open type special investment funds, if the provisions of this Article do not define otherwise.
3. Closed type investment fund regulations, apart the information defined under Article 66 of this law, shall clearly indicate the type of the fund, the term for which it is established, and a warning that the investment units are not redeemed on the demand of its participants. Following the requirements applied in this Law for the proposal of investment units or shares, the regulations of the investment fund can define a limited number of participants and (or) investment units of the fund.
4. For the investment fund, the regulations of which define the issuing of investment uots without the right to the share of the investment funds, the period of activities cannot be longer than 10 years.
Article 154. Essential changes of the closed type investment undertaking incorporation documents and prospectus
1. The essential changes of the closed type investment undertaking incorporation documents and (or) prospectus which have an impact to the interests of the participants, can be made only in such a case when there are no contradictions from, any of the participants of the closed type collective investment fund. In case of the above mentioned changed, the closed type collective investment undertaking participants shall have the right, upon the procedures defined under the supervisory authority, that the investment units or shares owned by them were redeemed without any deductions.
Article 155. Proposal of closed type collective investment undertakings and promotion
Closed type collective investment undertaking promotional type of information, apart from the requirements for the promotional type of information defined under this Law, shall clearly and understandably state that the right of the investor to demand to redeem the investment units or shares belonging it is limited.
CHAPTER IX
INCLUSION OF INVESTMENT UNITS OR SHARES INTO TRADE IN A REGULATED MARKET OPERATING IN THE REPUBLIC OF LITHUANIA AND (OR) MULTILATERAL TRADE SYSTEM
Article 156. Inclusion of investment units or shares into trade in a regulated market and (or) multilateral trade system
1. The investment units or shares of a collective investment undertaking established under this Law, can be included into trade in a regulated market operating in the Republic of Lithuania and (or) multilateral trade system following the rules defined under this Law and the Law on Financial Instruments and relevant rules regulating the inclusion of financial instruments into the trade in a regulated market and (or) multilateral trade system.
2. The inclusion of the closed type collective investment undertaking investment units or shares into a regulated market and (or) multilateral trade system, is regulated in s much s it is defined under this Law and in as much as not regulated by the Law on Securities.
3. The decision of the holding company governing body or investment enterprise general meeting of the shareholders to include the shares of the investment enterprise or investment units of the investment fund into the trade in a regulated market and (or) multilateral trade system shall be applied to all collective investment undertaking investment units or shares (including those issued after the inclusion into the trade into the regulated market and (or) multilateral trade system).
Amendments to the Article:
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
Article 157. Trade in the investment units or shares in a regulated market and (or) multilateral trade system
Article 158. Disclose of information
1. Information that the collective investment undertaking investment units or shares are included into the trade in a regulated market and (or) multilateral trade system, shall be indicated in the collective investment undertaking incorporation documents and prospectus by indicating the title of the relevant regulated market and (or) multilateral trade system.
2. The prospectus and later updates of it of the collective investment undertaking, except for the closed-type collective investment undertaking, the investment units or shares of which is intended to include into the trade of a regulated market and (or) multilateral trade system, shall be published on the basis of the procedures established by the Law on Securities. The supervisory authority has the right to define the exclusions of the duty defined under this part to additionally publicize the prospectus.
3. The closed type investment undertaking the investment units or shares of which it is intended to include into the trade of a regulated market and (or) multilateral trade system, and its prospectus, its approval ant publication, is subject to this Law in as much as it is not regulated by the Law of Securities.
4. The management or investment enterprise the management of which was not transferred to the holding company shall inform operator of the regulated market and (or) multilateral trade system the following:
1) the price of investment units and shares calculated on the basis of the procedures defined under Article 44 of this Law;
2) the number of issued, redeemed or included into trade in the regulated market and (or) multilateral trade system investment units or shares if their number changes;
3) all changes of the collective investment undertaking investment portfolio related to the index which reflect any changes;
5. The notifications defined under part 4, Items 1 and 2 of this Article shall be provided in the regulated market and (or) multilateral trade system every day.
6. For the purpose of ensuring the possibility for investors to properly and timely compare the price of the investment units or shares in the regulated market and (or) multilateral trade system with the price of the investment units or shares calculated on the basis of the procedures defined under Article 44 of this Law, the information defined under part 4, Items 1, 2, and 3 of this Article shall be publicly announced by the regulated trade market and (or) regulated multilateral trade system operator at the end of each day of the trade in the regulated market and (or) multilateral trade system.
7. All additional requirements for publicizing and posting of the information defined under part 4 of this Article at the regulated trade market and (or) multilateral trade system shall be defined by the operator of the regulated market and (or) multilateral system under the rules of such a market or system.
Article 159. Accounting of investment units or shares
Collective investment undertaking investment units or shares which are included into a regulated market operating in the Republic of Lithuania and (or) multilateral trade system or are disseminated by a regulated market operators and (or) in the system of payments using technical and organizational instruments, shall be included into accounting based on the rules defined and approved by the supervisory authority.
chapter X
THE FIRST DIVISION
State supervision of management companies, investment enterprises and depositories activities
Article 160. The supervisory authority
1. The activities of management companies, investment enterprises and depositories are supervised by the supervisory authority.
2. The supervisory authority carries out its functions following this Law and the Law on Financial Instruments Markets, and has the rights and obligations defined under this Law and other laws.
Article 161. Functions of the supervisory authority
The supervisory authority:
1) prepares, approves, changes and makes void the legal acts under its competence defined by this Law;
2) provides explanations and recommendations on the issues of the application of this Law and legal acts, consults and provides methodical help in the area of its competence;
3) issues licenses to management companies, investment enterprises and makes these licenses void, applies other sanctions and measures;
4) issues permits to approve the regulations of investment funds, by-laws of investment enterprises and their changes as well as other permissions defined under this Law;
6) issues orders to management companies, investment enterprises and depositories in relation to the breaches of legal acts, and their elimination, which are mandatory to complete;
7) has the right upon procedures defined by the laws to receive information and data about persons who shall be of impeccable reputation under this Law;
8) cooperates with the supervisory authorities of other member countries and third countries, exchanges with the necessary information with them;
9) performs joint (consolidated) monitoring upon the procedures defined under the Law on the Financial Instruments Markets;
10) regularly updates and published on its website in the Lithuanian and English languages the laws of the Republic of Lithuania and other legal acts regulating the incorporation and activities of collective investment undertakings;
Article 162. The rights of the supervisory authority to execute the functions authorized to it
1. The supervisory authority, implementing the functions authorized to it, shall have the right:
1) to demand to terminate any activities which breach the provisions of this Law or the legal acts of the supervisory authority implementing it;
2) to demand from the investment enterprise, holding company or depository to provide information on the activities of these subjects;
3) to undertake other measures defined under the legal acts to ensure that the investment enterprises, management companies or depositories always keep the requirements defined under this Law and other legal acts;
4) to demand to suspend the issue or redemption of investment units or shares for the interests of the shareholders or owners of investment units, or for the interests of society;
5) to abolish a permit issued to a collective investment undertaking on the basis of the Articles 6 and 7 of this Law as well as the validity of holding company or investment enterprise activities license or the permission to select the depository;
2. Apart the rights of the supervisory authority defined under part of this Article, it also has the rights defined under the Law on Financial Instruments Markets.
Article 163. The obligations of the supervisory authority members of the Board and officials to protect the confidential information
1. The members of the Board of the supervisory authority and its officials shall keep and protect the confidential information as defined by the procedures of the Law on Financial Instruments Markets which they received while carrying out their functions defined under this Law.
Article 164. The right of the supervisory authority to investigate the breaches of the legal acts regulating the activities of collective investment undertakings
1. The supervisory authority, seeking to define if the provisions of this Law and the legal acts adopted on the basis of this Law are followed, has the right to organize and perform inspections of the activities of collective investment undertakings.
2. While performing inspections of the activities of collective investment undertakings, the officers of the supervisory authority have the rights defined under the Law of Financial Instruments Markets. For the enforcement of these rights the supervisory authority can ask the assistance of police officers.
3. The supervisory authority, having reasons to suspect breaches of this Law or other legal acts adopted on the basis of this Law, and seeking to avoid essential damages or irreversible consequences to the interests of investors, has the right to order to cease such breaching activities till the performance of investigation and adoption of appropriate decisions of the supervisory authority in relation to the suspected breaches. The decision of the supervisory authority can only be adopted on the basis of permission of the court of law Th permission of the court of law shall be received on the basis of procedures defined under Article 81, part 4 of the Law on Financial Instruments Markets.
4. The decision of the supervisory authority defined under part 3 of this Law can be appealed to the Administrative Court of Vilnius County during one month from the day of the adoption of such a decision. The submitting of the appeal shall not suspend the execution of the decision.
5. If the supervisory authority defines breaches of legal acts or requirements for risk limitation, or when the activities of a holding company causes a threat to the stability or reliability of it, the supervisory authority has the right to define to such a holding company or investment enterprise individual risk limiting requirements or additional requirements for limitation of risks.
THE SECOND DIVISION
COOPERAITON OF THE SUPERVISORY INSTTUTION WITH OTHER SUPERVISORY INSTITUTIONS
Article 165. The Cooperation of the supervisory authority with the supervisory authorities of other member countries or third countries and the European Securities and Markets Authority
1. The supervisory authority, performing its functions authorised to it under this Law and other laws, cooperates with the supervisory authorities of other member countries or third countries on the basis of the Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC (hereinafter referred to as the EU Regulation No. 1095/2010) – with the European Securities and Markets Authority.
2. The supervisory authority cooperating with and providing assistance to the supervisory authorities of other member countries or third countries can provide assistance even when the investigated actions cannot be considered as breaches of the legal acts of the republic of Lithuania.
3. If there are reasons to suspect that the actions or inactions of the persons the supervision of which is not assigned to the competence of the supervisory authority, can breach the requirements of the European Union directive listed under Addendum 4 to this Law in the member country or third country, the supervisory authority notifies the relevant member country or third country supervisory authority about this.
4. If the supervisory authority of another member country or third country notifies the supervisory authority about possible breaches in that country of the persons supervised by the institution, the supervisory authority immediately takes actions needed and informs about this the supervisory authority of another member country or third country which provided the notification.
Article 166. Cooperation performing supervision, investigations and inspections at place
1. The supervisory authority performing its supervision functions, investigations and inspections at place, cooperates with the supervision institutions of other member countries and third countries. For that purpose the supervisory authority has the right to contact the supervisory authorities of other member countries or third countries with a request to provide information or other kinds of assistance.
2. The supervisory authority having received a request for assistance from the supervisory authority of another member country or third country to perform an investigation or inspection at place, shall have the right to:
2) to allow the supervisory authority of another member country or third country which sent the request to perform the investigation or inspection to it;
3. If the investigation or inspection is performed in another member country or third country by the supervisory authority of that country, the supervisory authority has the right to request the officials of that country supervisory authority to allow the officials of the supervisory authority to perform investigations or inspections in that member country or third country. In such a case all investigation or inspection shall be controlled by the supervisory authority of the member country or third country.
4. If the investigation or inspection in the Republic of Lithuania is carried out by the supervisory authority, the supervisory authority of another member country or third country may request to allow the officials of their supervisory authorities to participate in the investigation or inspection carried out by the supervisory authority. In such a case all investigation or inspection shall be controlled by the supervisory authority,
5. If the investigation or inspection is carried out in the Republic of Lithuania by the supervisory authority of another member country or third country, the officials of the supervisory authority shall have the right to participate in the investigation or inspection carried out by officials of the member country or third country supervisory authorities.
Article 167. Exchange of information
1. The supervisory authority executing the functions authorized to it under this Law, upon the procedures defined under this Law and the Regulation (EU) No. 584/2010 shall exchange the information with the supervisory authorities of other member countries or third countries, and on the basis of the regulation (EU) No. 1095/2010 – with the European Securities Markets Authorities on the basis of the Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010 on European Union macro-prudential oversight of the financial system and establishing a European Systemic Risk Board.
2. The supervisory authority providing information to the supervisory authorities of other member countries or third countries shall have the right to demand not to disclose this information to any third persons without a prior consent of the supervisory authority. Such a restriction shall be defined during the provision of the information. The supervisory authority by issuing its consent to disclose the information to third persons, shall indicate for which purposes this information can be used.
Article 168. Refusal to cooperate
1. The supervisory authority may have the right to refuse to exchange the information with the supervisory authorities of other member countries or third countries as it is defined under Article 167 part 1 of this Law, or to refuse to cooperate or provide assistance for performing investigations or inspections at place as defined under Article 166, parts 1 and 2 only if:
1) such an investigation, inspection at place of transfer of information could have a negative impact to the sovereignty, security or public order of the Republic of Lithuania;
2) for the same actions or same persons the legal prosecution or pre-trial investigation was already started in the Republic of Lithuania;
2. If the supervisory authority uses the right defined under part 1 of this Article, it shall immediately notify about this the supervisory authority of another member country or third country which requested the provision of information or assistance of other type and it shall indicate the reasons for refusal to cooperate.
Article 169. Informing the European Securities and Markets Authority
The supervisory authority may inform the European Securities and Markets Authority about the rejected requests or requests not executed during a reasonable time from another member country supervisory authority:
THE THIRD DIVISION
LIABILITY FOR BREACHES OF THIS LAW
Article 170. Sanctions imposed to management companies, investment enterprises, their heads and depositories
1. The supervisory authority has the right to impose the following sanctions to management companies or investment enterprises:
3) for no longer than 3 months to prohibit on the expense of the collective investment undertaking to conclude transactions for the purchase of the investment instruments;
7) to suspend the validity of the management license to provide one or several services till there is a basis for such a suspension; if the basis for the suspension of the license disappears, the supervisory authority, in immediate manner, but no later than within 5 working days after it got convinced that the basis disappeared, shall recall the suspension of the license to provide one or several services;
2. The supervisory authority has the right to impose fines and sanctions defined under the Administrative Code of the Republic of Lithuania for the heads or staff of the holding company or investment enterprise.
Article 171. Basis of imposing the sanctions
1. The sanctions defined under this law can be applied in case at least one of the following breaches is identified:
1) the holding company, investment enterprise or depository provided incorrect information to the supervisory authority;
2) the information and documents necessary for the supervision were not provided to the supervisory authority;
3) the holding company or investment enterprise no longer meets the requirements on the basis of which it received the license;
5) the requirements defined under Regulation (EC) No. 1060/2009 were breached;
Supplemented by the following Item of the Article:
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
6) the holding company or investment enterprise cannot fulfil its obligations or liabilities, and there is sufficient data to predict that it will not be able to do it in the future.
Change of the Article item number:
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
2. The supervisory authority uses sanctions upon the procedures defined under the Law on Financial Instruments Markets.
3. The decision for the application of sanctions can be adopted if no more than 2 years passed from the day of the breach, and when the breach is continuous or long-term, from the last day the continuous or long-term breach was identified.
Article 172. A temporal representative to supervise the activities
1. In urgent cases and having the data on the breach of legal acts, and seeking to avoid devaluation of investors property or other losses, the supervisory authority shall have the right to appoint its representative for the supervision of the holding company or investment enterprise activities. The temporal representative can be an official of the supervisory authority.
2. The holding company or investment enterprise heads, depute head of the management shall receive a written consent for each decision related to the activities of the holding company or investment enterprise. The actions of the temporal representative can be appealed to upon the procedures defined under the administrative laws.
3. The temporal representative for the supervision of activities shall be recalled when:
Article 173. Financial fines
Title of the Article was changed:
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
1. The supervisory authority on the basis of the Law on Financial Instruments Markets shall have the right to impose these fines:
1) for legal persons involved into holding company, investment variable capital enterprise and (or) closed type investment enterprise activities, but having no license defined under this law - a fine up to 57 924 Euro;
2) for legal persons who do not follow the requirements for their activities defined under Article 11, part 1 of this Law and risk limitation requirements - a fine up to 57 924 Euro;
3) for legal persons not following the requirements defined under Chapter III of this Law - a fine up to 57 924 Euro;
4) for legal persons not following the requirements defined under Chapter II of this Law, second paragraph, regarding the rules of information disclosure – a fine up to 28 962 Euro;
5) for legal persons not following the requirements defined under Chapter IV, second paragraph of this Law regarding the sales and redemption of collective investment undertakings investment units or shares procedures – a fine up to 28 962 Euro;
6) for legal persons not following the requirements defined under Chapter IV, fourth paragraph, of this Law regarding the procedures defined for the merging of collective investment undertakings – a fine up to 28 962 Euro;
7) for legal persons not following the requirements defined under Chapter IV, first paragraph, of this Law regarding the procedures defined for coordinated collective investment undertakings investments – a fine up to 28 962 Euro;
8) for legal persons not following the requirements defined under Chapter IV of this Law, second paragraph, of this Law regarding the requirements for financed and financing subjects structures – a fine up to 28 962 Euro;
9) for legal persons not following the requirements defined under Chapter IV of this Law, third paragraph, of this Law regarding the requirements for the procedures of merging of collective investment undertakings – a fine up to 28 962 Euro;
10) for legal persons not following the requirements defined under the Regulation (EU) No. 1060/2009 - a fine up to 57 924 Euro;
Supplemented by the following Item of the Article:
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
11) for legal persons not following other requirements of this Law and legal acts implementing this Law – a fine up to 28 962 Euro;
Change of the Article item number:
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
12) for legal persons disregarding the orders of the supervisory authority, not providing the documents and informations defined under this Law and other legal acts and hindering the officials of the supervisory authority or other authorized persons to carry out investigations or inspections – a fine up to 28 962 Euro.
Change of the Article item number:
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
Changes of the Article:
No. XII-1102, 2014-09-23, published on RLA 2015-03-31, i. k. 2014-13436
2. If due to the breaches defined under part 1, Items 1-12 of this Law illegal incomes were received, any other material benefit was received, losses were evaded or damages were made, and when the volume of such income, material benefits or losses exceed the fines defined under the Items listed, the supervisory authority shall have the right to impose a fine two times bigger compared to the amount of illegally received income, other material benefit, evaded losses or imposed damages.
Changes of the Article:
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
3. The application of sanctions defined under part 1 of this Law for legal persons, does not release the heads or staff of such persons from responsibilities or liabilities defied under civil, administrative, or criminal laws, and does not prevent the supervisory authority from considering the issue regarding the suspension or cancellation of the issued licences.
Article 174. Procedures for executing the decisions of the supervisory authority
1. The financial fines shall be paid to the state budget no later than within one month from the day when the person received the decision of the supervisory authority to impose a fine.
CHAPTER XI
FINAL PROVISIONS
Article 175. Provisions related to the membership in the European Union
1. The supervisory authority shall notify the European Commission or the European Securities and Markets Authority:
1) that the Republic of Lithuania has a supervisory authority responsible for the supervision of collective investment undertakings;
2) to which institutions of the Republic of Lithuania it is possible to provide confidential information about the activities of collective investment undertakings;
3) which credit institutions comply to the requirements defined under Article 76, part 6 of this Law, and also indicate the bonds or instruments issued by such institutions which ensure the interests of the bonds owners;
4) about cases when the management companies licensed in the Republic of Lithuania are hindered to provide their services or disseminate their collective investment units or shares in third countries;
5) about cases when the supervisory authority does not allow to the management companies licensed in the Republic of Lithuania to establish a branch company in another member country, refuses the request of the holding company licensed in another member country to manage a coordinated collective investment undertaking established in the Republic of Lithuania, or when it applies sanctions to management companies licensed in other member countries, including the measures needed to protect the interests of investors, and measures preventing the dissemination of investment units or shares of such a coordinated collective investment undertaking in the Republic of Lithuania.
2. The supervisory authority shall inform the European Securities and Markets Authority about the issue, suspension or cancellation of a holding company license.
Republic of Lithuania
The Law on Collective
Investment Subjects
Addendum
IMPLEMENTED LEGAL ACTS OF THE EUROPEAN UNION
1. Commission Directive 2006/73/EC of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (OJ 2006 L 241, p. 26).
2. Commission Directive 2007/16/EC of 19 March 2007 implementing Council Directive 85/611/EEC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as regards the clarification of certain definitions (OL 2007 L 79, p. 11).
3. Directive 2007/44/EC of the European Parliament and of the Council of 5 September 2007 amending Council Directive 92/49/EEC and Directives 2002/83/EC, 2004/39/EC, 2005/68/EC and 2006/48/EC as regards procedural rules and evaluation criteria for the prudential assessment of acquisitions and increase of holdings in the financial sector (OL 2007 L 247, p. 1).
4. Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (new edition) (OL 2009 L 302, p. 32) with the latest changes made on the basis of Directive 2010/78/EU of the European Parliament and of the Council of 24 November 2010 (OL 2010 L 331, p. 120).
5. Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OL 2013 L 176, p. 338).
Supplemented by the following Item:
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
Changes of the Item:
No. XII-1548, 2015-03-19, published on RLA 2015-03-31, i. k. 2015-04822
6. Directive 2010/76/EU of the European Parliament and of the Council of 24 November 2010 amending Directives 2006/48/EC and 2006/49/EC as regards capital requirements for the trading book and for re-securitisations, and the supervisory review of remuneration policies (OL 2010 L 329, p. 3).
Change of Item number:
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
7. 2Directive 2013/14/EU of the European Parliament and of the Council of 21 May 2013 amending Directive 2003/41/EC on the activities and supervision of institutions for occupational retirement provision, Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) and Directive 2011/61/EU on Alternative Investment Funds Managers in respect of over-reliance on credit ratings (OL 2013 L 145, p. 1).
Supplemented by the following Item:
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
Amendments:
1.
Seimas of the Republic of Lithuania, Law
No. X-1303, 2007-10-25, "Valstybės žinios", 2007, No. 117-4772 (2007-11-15)
THE LAW ON THE AMEMDNENT OF THE LAW ON COLLECTIVE INVESTMENT SUBJECTS
This law enters into force from March 1st, 2008, with the exception defined under part 2 of this Article.
The Law on Collective Investment Subjects, Article 4, part 6 and indicated provisions of the Law on Financial Instruments Markets are applied to all companies from official publication of this Law at "Valstybės žiniose", i.e. from November 15th, 2007
The edition of the Law
2.
Seimas of the Republic of Lithuania, Law
No. X-1630, 2008-06-19, "Valstybės žinios", 2008, No. 75-2922 (2008-07-03)
THE LAW ON CHANGE AND SUPPLEMENTAION OF THE LAW ON COLLECTIVE INVESTMENT SUBJECTS, ARTICLES 2, 60, 62 AND ADDENDUM
This Law enters into force on July 23rd, 2008
3.
Seimas of the Republic of Lithuania, Law
No. XI-204, 2009-03-19, "Valstybės žinios", 2009, No. 38-1443 (2009-04-04)
THE LAW ON CHANGE AND SUPPLEMENTAION OF THE LAW ON COLLECTIVE INVESTMENT SUBJECTS, ARTICLES 2, 5, 10, 22, 41, 57, 58, 73, 90, 105, AND ADDENDUM
Before the enforcement of this Law, the Securities Commission received requests for consent to agree or increase the shares portfolio of the holding company, and such requests shall be investigated and decisions undertaken on the basis of laws which existed at the moment of request submitting.
4.
Seimas of the Republic of Lithuania, Law
No. XI-873, 2010-06-03, "Valstybės žinios", 2010, No. 71-3550 (2010-06-19)
THE LAW ON CHANGE AND SUPPLEMENTAION OF THE LAW ON COLLECTIVE INVESTMENT SUBJECTS, ARTICLES 1, 2, 6, 7, 9, 10, 15, 16, 25, 28, 34, 65, 71, 74, 75, 79, 84, 85, 93, 94, 95, 96, 109, 110, AND CHAPTER VIII TITLE
5.
Seimas of the Republic of Lithuania, Law
No. XI-1674, 2011-11-17, "Valstybės žinios", 2011, No. 146-6820 (2011-12-01)
THE LAW ON THE AMEMDNENT OF THE LAW ON COLLECTIVE INVESTMENT SUBJECTS
The new edition of the Law
This Law enters into force on from January 1st, 2012
6.
Seimas of the Republic of Lithuania, Law
No. XI-2122, June 26, 2012, "Valstybės žinios", 2012, No. 77-3977 (2012-07-01)
THE LAW ON THE AMEMDNENT OF THE LAW ON COLLECTIVE INVESTMENT SUBJECTS
The new edition of the Law
This Law, except part 2 of this Article, enters into force from July 1st, 2012
7.
Seimas of the Republic of Lithuania, Law
No -375 XII , 2013-06-18 ("Valstybės žinios", 2013, No. 68-3409 (2013-06-28)
THE LAW ON THE AMMENDMEND OF THE LAW ON COLLECTIVE INVESTMENT SUBJECTS 1, 2, 4, 25, 36, 42, 46, 84, 128, 133, 134, 140, 142, 143, 147, 152, 156 ARTICLES, ARTICLE 129 AND CHAPTER VIII SIXTH SUBCHAPTER RECOGNITION AS NO LONGR IN FORCE
This Law enters into force from July 1st, 2013
Provisions of the enforcement of the amendments.
Amendments:
1.
Seimas (Parliament) of the Republic of Lithuania, Law
No. XII-1102, 2014-09-23, published on RLA 2015-03-31, i. k. 2014-13436
The Law on the Amendment of the Law on Collective Investment Subjects of the Republic of Lithuania No.. IX-1709, Articles 37 and 173
2.
Seimas of the Republic of Lithuania, Law
No. XII-1472, December 18, 2014, published at RLA December 31, 2014, i. k. 2014-21132
The Law on the Amendment of the Law on Collective Investment Subjects of the Republic of Lithuania No. IX-1709 13, 171, 173 Articles and Addendum
3.
Seimas of the Republic of Lithuania, Law
No. XII-1548, 2015-03-19, published on RLA 2015-03-31, i. k. 2015-04822
The Law on the Amendment of the Law on Collective Investment Subjects of the Republic of Lithuania No. IX-1709 11 Articles and Addendum
4.
Seimas of the Republic of Lithuania, Law
No. XII-2078, November 26th, 2015, published at RLA on December 03rd, 2015, i. c. 2015-19286
The Law on the Amendment of the Law on Collective Investment Subjects of the Republic of Lithuania No. IX-1709, Article 2