Bank of Lithuania

The undertaking for collective investment in transferable securities (hereinafter UCITS) established in another Member State or third country that meets the requirements of EU Directive 2009/65/EC (hereinafter - Directive) may start marketing its units or shares in the Republic of Lithuania only after the supervisory authority of the home Member State or third country of such UCITS notifies the UCITS that the notification letter about its intention to market units or shares as well as other necessary documents have been communicated to the Bank of Lithuania in the manner established by Regulation Nr. 584/2010 (hereinafter – Regulation). This procedure is further specified in the Procedure on Marketing of Units and Shares of Harmonised Undertakings for Collective Investment (52.5 KB download icon) approved by the Bank of Lithuania.

The marketing in the Republic of Lithuania of units or shares of an AIF managed by management company holding AIFMD licence to professional investors may be started only when the AIF is notified by the supervisory authority of the AIF home Member State about the communication of the notification letter of such AIF or its management company about the proposed marketing in the Republic of Lithuania of the units or shares of the respective AIF and transmission of other necessary documents to the Bank of Lithuania.

The marketing in the Republic of Lithuania of units or shares of an AIF managed by management company holding AIFMD licence to retail investors may be started only after the AIF has obtained an authorisation from the Bank of Lithuania to market units or shares of relevant AIF to retail investors in the Republic of Lithuania. 

Marketing of units and shares– activities of UCITS, AIF or its management company, whereby they offer, sell or otherwise market the units of such UCITS, AIF to investors on their own or investor’s initiative.

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  1. Publication of national provisions governing the marketing requirements for UCITS and AIFs

2022-01-21

This page contains information on the national laws, regulations and administrative provisions governing the marketing requirements referred to in Article 5(1) of Regulation (EU) 2019/1156 of the European Parliament and of the Council of 20 June 2019 on facilitating cross-border distribution of collective investment undertakings.

Marketing requirements for UCITS

Information on the applicable national laws, regulations and administrative provisions governing the marketing requirements for UCITS

(a) format and content of marketing material, including identification of the information and documents to be notified to the competent authority prior to beginning of marketing;

(b) verification of marketing communications by the competent authority;

(c) reporting obligations in relation to marketing;

(d) passporting regime;

(e) de-notification of arrangements made for marketing;

(f) other rules governing the marketing of UCITS applicable within the jurisdiction of the Bank of Lithuania

Disclaimer: The Bank of Lithuania has taken reasonable care to ensure that the information on the national provisions governing the marketing requirements for UCITS in Lithuania included on this webpage is up-to-date and complete. The Bank of Lithuania is not responsible for maintaining external websites and is not liable for any error or omission on any external website to which hyperlinks are provided on this webpage.

Marketing requirements for AIFs

Information on the applicable national laws, regulations and administrative provisions governing the marketing requirements for AIFs

(a) prior authorisation for marketing;

(b) format and content of marketing material, including identification of the information and documents to be notified to the competent authority prior to beginning of marketing;

(c) verification of marketing communications by the competent authority;

(d) marketing to retail investors or to professional investors;

(e) reporting obligations in relation to marketing;

(f) passporting regime;

(g)distribution of funds established in a third country under the national private placement regime;

(h) distribution of open-ended AIFs and of closed-ended AIFs;

(i) de-notification of arrangements made for marketing;

(j) other rules governing the marketing of AIFs applicable within the jurisdiction of the competent authority.

Disclaimer: The Bank of Lithuania has taken reasonable care to ensure that the information on the national provisions governing the marketing requirements for AIFs in the Republic of Lithuania included on this webpage is up-to-date and complete. The Bank of Lithuania is not responsible for maintaining external websites and is not liable for any error or omission on any external website to which hyperlinks are provided on this webpage.

Other requirements 

In addition to the provisions referred to above, which are set out specifically for the marketing of UCITS and AIFs, there may be other legal provisions that may apply when marketing them in the Republic of Lithuania, although they are not specifically designed for the marketing of UCITS and AIFs, depending on the individual situation of those involved in the marketing of shares or units of UCITS or AIFs. Marketing in the Republic of Lithuania may trigger the application of other requirements, such as the Civil Code, Law on Advertising etc.

Disclaimer: The list in this template is a non-exhaustive list of national laws that could be applicable and the Bank of Lithuania is not liable for any omission in that list. Supervision of the requirements deriving from these laws is not under the supervision of the Bank of Lithuania. The applicability of these requirements, and any other legal requirements, should be assessed before marketing or investing in a UCITS/ or an AIF. Where uncertainty exists, those marketing or investing in UCITS or AIFs should obtain independent advice as to the applicable requirements to their individual situation.

 


  1. Summary of national provisions governing the marketing requirements for UCITS

2022-01-21

The marketing in the Republic of Lithuania of units or shares of a UCITS may be started only when the UCITS is notified by the supervisory authority of the UCITS home Member State about the communication of the notification letter of such UCITS or its management company about the proposed marketing in the Republic of Lithuania of the units or shares of the respective UCITS and transmission of other necessary documents to the Bank of Lithuania in accordance with the procedure laid down by Regulation (EU) No 584/2010. The notification letter and enclosed documents are accepted and kept by the Bank of Lithuania electronically.

The notification letter and other annexed documents and translations shall be submitted electronically in pdf, doc or docx format.

The supervisory authority of the home Member State shall transmit the documents to the Bank of Lithuania to the e-mail address: [email protected].

The e-mail shall be transmitted with the title: “Sender_LT_UCITS name_ISIN code_part No”, where:

Sender – code of the home Member State or third country of UCITS according to ISO 3166-1-alpha-2;

ISIN code shall be specified if the UCITS established in another Member State or third country has ISIN code. Where, due to several different classes and (or) series of units of the UCITS established in another Member State or third country, the given UCITS has several ISIN codes, this code shall not be specified in the heading of the e-mail;

part No – number designating a part of the composite e-mail (to be specified in cases of transmitting a composite e-mail).

The maximum size of the e-mail with attachments shall not exceed 30 MB. The documents attached should always be zipped with ZIP or RAR. If this measure is not sufficient, files should be split into multiple zip volumes (i. e. multiple e-mails). E-mail encryption should not be used.

UCITS or its management company shall notify the Bank of Lithuania by e-mail to the address: [email protected] about any updates and amendments to the notification letter regarding the proposed marketing in the Republic of Lithuania of units or shares of the respective UCITS and any updates and amendments of the documents enclosed with the notification letter and shall indicate where these documents can be obtained electronically.

The UCITS or its management company may describe in the e-mail any updates and amendments that have been introduced to the respective document, or attach the latest version of such document to the e-mail. All documents attached to the e-mail must be submitted electronically in pdf, doc or docx format.

In the event of any change in the information enclosed with the notification letter of a UCITS or its management company regarding the proposed marketing in the Republic of Lithuania of units or shares of a respective UCITS communicated regarding the marketing procedure of the units or shares or their classes, a UCITS or its management company shall give a notice thereof to the Bank of Lithuania at least one month before implementing the change.

UCITS or its management company shall make available facilities to perform the following tasks:

- process subscription, repurchase and redemption orders and make other payments to holders of units or shares relating to the units or shares of the UCITS;

- provide investors with information on how aforementioned orders can be made and how repurchase and redemption proceeds are paid;

- apply procedures and measures to facilitate the handling of information and access to procedures and arrangements relating to the investors' exercise of their rights arising from their investment in the UCITS in the Republic of Lithuania;

- make the information and documents available to investors, for the purposes of inspection and obtaining copies thereof;

- provide investors with significant information relevant to the tasks that the facilities perform in a durable medium;

- act as a contact point for communicating with the Bank of Lithuania.

The UCITS or its management company shall ensure that the facilities to perform the tasks are provided:

- in Lithuanian or English. Key information for investors document shall be provided in Lithuanian;

- by the UCITS itself or its management company, by a third party which is subject to regulation and supervision governing the tasks to be performed, or by both. The appointment of that third party shall be evidenced by a written contract, which specifies which of the tasks are not to be performed by the UCITS or its management company and that the third party will receive all the relevant information and documents from the UCITS or its management company.

Where requirements of legal acts of the Republic of Lithuania are breached, the Bank of Lithuania may prohibit the marketing of units or shares of relevant UCITS.

The marketing in the Republic of Lithuania of units or shares of a UCITS may be terminated, in respect of UCITS notified for marketing in the Republic of Lithuania, where the competent authorities of the UCITS home Member State has informed UCITS or its management company that the information on the termination of marketing in Republic of Lithuania has been communicated to the Bank of Lithuania and all the following conditions are fulfilled:

- a blanket offer is made to repurchase or redeem, free of any charges or deductions, all such units held by investors in the Republic of Lithuania, is publicly available for at least 30 working days, and is addressed, directly or through financial intermediaries, individually to all investors in the Republic of Lithuania whose identity is known;

- the intention to terminate arrangements made for marketing such units in the Republic of Lithuania is made public by means of a publicly available medium, including by electronic means, which is customary for marketing UCITS and suitable for a typical UCITS investor;

- any contractual arrangements with financial intermediaries or delegates are modified or terminated with effect from the date of de-notification to prevent any new or further, direct or indirect, offering or placement of the units identified in the notification.

The aforementioned information shall clearly indicate the consequences for investors if they do not accept the offer to redeem or repurchase their units. The information shall be provided in Lithuanian. As of the date of de-notification the UCITS shall cease any new or further, direct or indirect, offering or placement of its units which were the subject of de-notification in the Republic of Lithuania.

The competent authorities of the UCITS home Member State shall, no later than within 15 business days from the receipt of a complete notification on the termination of marketing in Republic of Lithuania, transmit that notification to the Bank of Lithuania.  The competent authorities of the UCITS home Member State shall transmit the complete information on any changed in the documents to the Bank of Lithuania.

The UCITS shall provide investors who remain invested in the UCITS with the information required under Article 85 and under second section of II part of the Law on Collective Investment Undertakings. Such information may be provided using any electronic or other distance communication means in Lithuanian or in English. Key information for investors document shall be provided in Lithuanian.


  1. Summary of national provisions governing the marketing requirements for AIFs

2022-01-21

Pre-marketing of EU AIFs to professional investors

EU AIF manager holding AIFMD licence may engage in pre-marketing addressed to professional investors in the Republic of Lithuania, except where the information presented to potential professional investors:

- is sufficient to allow investors to commit to acquiring units or shares of a particular AIF;

- amounts to subscription forms, commitment to invest contract, investment contract or similar documents whether in a draft or a final form;

- amounts to constitutional documents, a prospectus or offering documents of a not-yet-established AIF in a final form.

Where a draft prospectus or offering documents of a not-yet-established AIF are provided, they shall not contain information sufficient to allow investors to take an investment decision and shall clearly state that:

- they do not constitute an offer or an invitation to subscribe to units or shares of an AIF and;

- the information presented in documents should not be relied upon because it is incomplete and may be subject to change.

EU AIF manager shall ensure that investors do not acquire units or shares in an AIF through pre-marketing and that investors contacted as part of pre-marketing may only acquire units or shares in that AIF only through marketing after the relevant notification procedure was completed.

Any subscription by professional investors, within 18 months from the start of pre-marketing to units or shares of an AIF referred to in the information provided in the context of pre-marketing, or of an AIF established as a result of the pre-marketing, shall be considered to be the result of marketing and shall be subject to the applicable notification procedures.

EU AIF manager shall send, within two weeks of it having begun pre-marketing, an informal letter, in paper form or by electronic means, to the competent authorities of its home Member State. The letter shall specify the Member States in which and the periods during which the pre-marketing is taking or has taken place, a brief description of the pre-marketing including information on the investment strategies presented and, where relevant, a list of the AIFs and subfunds of AIFs which are or were the subject of pre-marketing. The competent authorities of the home Member State of the EU AIFM shall promptly inform the Bank of Lithuania if the EU AIF manager is or was engaged in pre-marketing in the Republic of Lithuania. The Bank of Lithuania may request the competent authorities of the home Member State of the EU AIF manager to provide further information on the pre-marketing that is taking or has taken place in the Republic of Lithuania. 

Before engaging in pre-marketing managers of EU AIF are not required to notify the Bank of Lithuania of the content or of the addressees of the pre-marketing campaign, or to fulfil any conditions or requirements other than those set out in the Law on Managers of Alternative Collective Investment Undertakings.

A third party shall only engage in the pre-marketing on behalf of an EU AIF manager holding AIMD licence where it is authorised as a financial intermediary firm, as a credit institution, as a tied agent, as a UCITS management company, as an AIF manager holding AIFMD licence. Such a third party shall be subject to the same requirements in respect of pre-marketing as the AIF manager.

An EU AIF manager shall ensure that pre-marketing activities are adequately documented in a written form.

Marketing of EU AIFs to professional investors

The marketing in the Republic of Lithuania of units or shares of an AIF managed by management company holding AIFMD licence to professional investors may be started only when the AIF is notified by the supervisory authority of the AIF home Member State about the communication of the notification letter of such AIF or its management company about the proposed marketing in the Republic of Lithuania of the units or shares of the respective AIF and transmission of other necessary documents to the Bank of Lithuania. The documents shall comprise:

1) the statement to the effect that the respective management company is authorised to manage AIF according to a particular investment strategy; and

2) the documents and information such as: a) the programme of operations of the management company providing essential information about the AIF whose units or shares the management company intends to market; b) the data about the depositary of the AIF; c) the information provided to investors of the AIF; d) the information on where the master AIF is established if the AIF is a feeder AIF; e) the information referred to in Article 23 of the AIFMD about each AIF whose units or shares the management company intends to market, if this information was not provided under any other items; f) the information about measures used to prevent the marketing of units or shares of a AIF to retail investors, including the cases when the management company provides investment services to AIF through independent entities; g) AIF rules or the instruments of incorporation; i) the information about the procedure of marketing of units or shares of the AIF in the Republic of Lithuania.

The aforementioned information shall be presented in English in electronic format.

Marketing of EU AIFs to retail investors

The marketing in the Republic of Lithuania of units or shares of an AIF managed by management company holding AIFMD licence to retail investors may be started only after the AIF has obtained an authorisation from the Bank of Lithuania to market units or shares of relevant AIF to retail investors in the Republic of Lithuania. This authorisation shall be granted subject to fulfilment of the following key conditions:

- the AIF manager holds an AIFMD licence;

- units or shares of the AIF shall be marketed to retail investors in AIFs home Member State;

- the AIF shall comply with the requirements applicable to national AIFs - respectively special collective investment (retail AIF) undertakings or collective investment undertakings intended to informed investors (semi-professional AIFs):

— if units or shares of the AIF are marketed on a regulated market or a multilateral trading facility

registered in the Member State, the investment strategy of the AIF must comply with the requirements set out respectively in the Law on Collective Investment Undertakings (applied to retail AIFs) or in the Law on Collective Investment Undertakings intended to Informed Investors (applied to semi-professional AIFs) as regards investment objects and diversification;

— the investment strategy of another AIF than referred to above (i.e. not marketed on a regulated market or a multilateral trading facility registered in the Member State) must satisfy the requirements for AIFs set out in the aforementioned Laws as regards investment objects, diversification, leverage (borrowing), information provided to investors and implementation of investor rights;

- the AIF key investor information document must be drawn up in Lithuanian;

- documents proving compliance with the specified circumstances must be submitted to the Bank of Lithuania.

Termination of Marketing of EU AIFs

The marketing in the Republic of Lithuania of units or shares of an EU AIF may be terminated, in respect of AIF notified for marketing in the Republic of Lithuania, where the competent authorities of the AIF home Member State has informed AIF or its management company that the information on the termination of marketing in Republic of Lithuania has been forwarded to the Bank of Lithuania and all the following conditions are fulfilled:

- except in the case of closed-ended AIFs and funds covered by Regulation (EU) 2015/760 of the European Parliament and of the Council, a blanket offer is made to repurchase or redeem, free of any charges or deductions, all such AIF units or shares held by investors in the Republic of Lithuania, is publicly available for at least 30 working days, and is addressed, directly or through financial intermediaries, individually to all investors in the Republic of Lithuania whose identity is known;

- the intention to terminate arrangements made for marketing such units in the Republic of Lithuania is made public by means of a publicly available medium, including by electronic means or is addressed individually to all investors in the Republic of Lithuania;

- any contractual arrangements with financial intermediaries or delegates are modified or terminated with effect from the date of de-notification to prevent any new or further, direct or indirect, offering or placement of the units identified in the notification.

As of the date of de-notification, the AIF manager shall cease any new or further, direct or indirect, offering or placement of units or shares of the AIF it manages in the Republic of Lithuania.

The competent authorities of the AIF home Member State shall, no later than 15 working days from the receipt of a complete notification on the termination of marketing in Republic of Lithuania, transmit that notification to the Bank of Lithuania. The competent authorities of the AIF home Member State shall transmit to the Bank of Lithuania information on any changes to the documents.

 The AIF shall provide investors who remain invested in the AIF with the information required under the Law on Managers of Alternative Collective Investment Undertakings.

For a period of 36 months from the date of de-notification the AIF manager shall not engage in pre-marketing of units or shares of the EU AIFs referred to in the notification, or in respect of similar investment strategies or investment ideas, in the Republic of Lithuania.​

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  1. Publication of regulatory fees and charges

2022-01-21

This page contains information on the fees and charges levied by the Bank of Lithuania for carrying out its duties in relation to the cross-border activities of AIFMs, EuSEF managers, EuVECA managers and UCITS management companies referred to in Article 10(1) of Regulation (EU) 2019/1156 of the European Parliament and of the Council of 20 June 2019 on facilitating cross-border distribution of collective investment undertakings.

Cross-border management fees and charges (UCITS)

(a) registration fees – No fees and charges are levied by the Bank of Lithuania in relation to registration of foreign collective investment undertakings for marketing in the Republic of Lithuania;

(b) fees levied for the notification of documents and for any subsequent update of a prior notification – No fees and charges are levied by the Bank of Lithuania in relation to the notification of documents and for any subsequent update of prior notification;

(c) passporting fees – No fees and charges are levied by the Bank of Lithuania in relation to the passporting;

(d) management fees – No fees and charges are levied by the Bank of Lithuania in relation to the management

Cross-border marketing fees and charges (AIFs)

(a) pre-marketing fees – No fees and charges are levied by the Bank of Lithuania in relation to the pre-marketing;

(b) registration fees – No fees and charges are levied by the Bank of Lithuania in relation to registration of foreign collective investment undertakings for marketing in the Republic of Lithuania;

(c) fees levied for the notification of documents and for any subsequent update of prior notification – No fees and charges are levied by the Bank of Lithuania in relation to the notification of documents and for any subsequent update of prior notification;

(d) passporting fees – No fees and charges are levied by the Bank of Lithuania in relation to the passporting;

(e) de-notification fees– No fees and charges are levied by the Bank of Lithuania in relation to the de-notification

Disclaimer: The fees or charges listed above are those that are levied by the Bank of Lithuania. However, marketing UCITS or AIFs in the Republic of Lithuania may incur other costs relating to administrative obligations, third-party advice, or commercial development. The Bank of Lithuania is not responsible for maintaining external websites and is not liable for any error or omission on any external website to which hyperlinks are provided on this webpage.

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Last update: 24-01-2022