INVESTMENT SERVICES ACT (MARKETING OF UCITS) REGULATIONS (marketingofucits)

SUBSIDIARY LEGISLATION 370.18

INVESTMENT SERVICES ACT

(MARKETING OF UCITS) REGULATIONS

1st July, 2011

LEGAL NOTICE 241 of 2011, as amended by Legal Notices 344 of 2013

361 of 2021 and 130 of 2022.

PRELIMINARY

The title of these regulations is the Investment Services Act

(Marketing of UCITS) Regulations.

(2) These regulations provide for the requirements applicable

to the marketing of Maltese UCITS in other Member States or EEA

States, and to the marketing of European UCITS in Malta.

(3) These regulations have the purpose of implementing

Articles 1, 2(1)(b) and (e), 3, 91(1), 92, 93, 93a, 94, 96 and 108 of

Directive 2009/65/EC of the UCITS Directive, and Article 30 of the

Implementing Directive, and they shall be interpreted and applied

accordingly.

(1)

In these regulations, unless the context otherwise

requires

"the Act" means the Investment Services Act;

"closed ended scheme" means a collective investment scheme

with fixed share capital, which complies with any additional

criteria established in the Investment Services Rules issued by the

competent authority in terms of the Act;

"ESMA" means the European Securities and Markets Authority

established in terms of Article 1 of Regulation (EU) No 1095/2010

of the European Parliament and of the Council of 24 November,

2010;

"European management company" means a management

company authorised by a European regulatory authority in a

Member State or EEA State, other than Malta, and the regular

business of which is the management of UCITS;

"European UCITS" means a UCITS authorised by a European

regulatory authority in a Member State or EEA State, other than in

Malta;

"feeder UCITS" means a UCITS or subfund thereof which has

been approved to invest at least eighty five per cent of its assets in

units of another UCITS or subfund thereof in terms of the UCITS

Directive;

"Implementing Directive" means Commission Directive 2010/

42/EU of 1 July 2010 implementing Directive 2009/65/EC of the

European P arliam ent and of the Cou ncil as r eg ards certain

provisions concerning fund mergers, master-feeder structures and

notification procedure;

"key investor information" shall have the same meaning assigned

to it in the Investment Services Rules;

"Maltese management company" means a management company

licensed by the competent authority, having its head office and

registered office situated in Malta, and the regular business of

which is the management of UCITS;

"Maltese UCITS" means

(a) an investment company, a partnership en commandite

or a limited partnership with its registered office and

head office situated in Malta and licensed in terms of

the Act;

(b) where the UCITS is constituted as a common fund, a

UCITS domiciled in Malta in terms of the Investment

Services Act (Contractual Funds) Regulations, and

licensed in terms of the Act;

(c) where the UCITS is established as a unit trust, a unit

trust whose proper law is the law of Malta;

"master UCITS" means a UCITS which

(a) has, among its unit-holders, at least one feeder UCITS;

(b) is not itself a feeder UCITS; and

(c) does not hold units of a feeder UCITS;

"Member State" means a Member State of the European Union;

"Regulation No. 584/2010" means 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 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;

"UCITS" means the undertaking for collective investment in

transferable securities in terms of regulation 3(2). For the purpose

of these regulations, a UCITS shall also include subfunds thereof;

"UCITS Directive" means 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

(UCITS) (recast) and includes any implementing measures that

have been or may be issued thereunder;

"UCITS home Member State or EEA State" means the Member

State or EEA State in which the UCITS is authorised pursuant to

Article 5 of the UCITS Directive.

(2)

For the purposes of these regulations

(a) "common fund" shall be construed as referring to

UCITS constituted as contractual funds and unit trusts;

and

(b) "constitutional documents" shall be construed as

referring to the fund rules, trust deeds and instruments

of incorporation, as the case may be.

(3) Words and expressions which are also used in the Act but

which are not defined herein shall have the same meaning as in the

(4) In the event that any of these regulations conflicts with the

provisions of the UCITS Directive, the latter shall prevail.

SCOPE

(1) These regulations shall apply to Maltese UCITS

wishing to market their units in a Member State or an EEA State,

and also to European UCITS wishing to market their units in Malta,

in terms of the UCITS Directive.

(2) For the purpose of these regulations, UCITS shall mean

undertakings which are harmonised in accordance with the UCITS

Directive and which have -

(a) as sole object the collective investment in transferable

securities or in other liquid financial assets, as

specified in the Investment Services Rules, of capital

raised from the public and which operate on the

principle of risk-spreading; and

(b) units which are, at the request of holders, repurchased

or redeemed, directly or indirectly, out of those

undertakings’ assets. Action taken by a UCITS to

ensure that the stock exchange value of its units does

not significantly vary from their net asset value shall

be regarded as equivalent to such repurchase or

redemption

Provided that if a master UCITS has at least two feeder

UCITS as unit holders, paragraph (a) shall not apply, giving the

master UCITS the choice whether or not to raise capital from other

investors.

(3) The undertakings referred to in sub-regulation (2) may be

constituted as

(a) common funds which are managed either by Maltese

or European management companies; or

(b) investment companies or limited partnerships with

variable share capital.

(4)

These regulations shall not apply to

(a) investment companies and limited partnerships, the

assets of which are invested through the intermediary

of subsidiary companies mainly otherwise than in

transferable securities;

(b) collective investment schemes of the closed-ended

type;

(c) collective investment schemes which raise capital

without promoting the sale of their units to the public

within the European Union or EEA States or any part

thereof

INVESTMENT SERVICES ACT (MARKETING OF UCITS)

Provided that if a master UCITS has at least two

feeder UCITS as unit holders, it shall have the choice

as to whether or not to raise capital from other

investors;

(d) collective investment schemes the units of which,

under the constitutional documents, may be sold only

to the public in third countries;

(e) categories of UCITS whose investment and borrowing

policies do not conform with those specified in the

provisions of the Investment Services Rules;

(f)

collective investment schemes that are not harmonised

in accordance with the UCITS Directive; or

(g) a Maltese UCITS which is a master UCITS and which

does not raise capital from the public in Malta, but has

one or more feeder UCITS established in Malta.

(5) A Maltese UCITS which is subject to these regulations

shall not convert itself into a collective investment scheme which

would not be subject to these regulations, and any purported

conversion shall be null and void.

MARKETING OF MALTESE UCITS IN A

MEMBER STATE OR IN AN EEA STATE

(1) Where a Maltese UCITS proposes to market its units in

a Member State or EEA State other than Malta, it shall first submit

a written notification letter of its intention to the competent

authority.

(2) The notification letter shall be made in the form and manner

prescribed in Regulation No. 584/2010 and shall furthermore

include the following information

(a) information on the arrangements made for marketing

of the units of the Maltese UCITS in the Member State

or EEA State, including where relevant in respect of

share classes;

(b) an indication that the units of the Maltese UCITS will

be marketed by the management company that

manages the Maltese UCITS;

(c) the details necessary for the invoicing or for the

communication of any applicable regulatory fees or

charges by the European regulatory authority of the

host Member State or EEA State, including the address;

and

(d) information on the facilities for the performance of

tasks referred to in regulation 5(7) of these regulations.

(3) The Maltese UCITS shall enclose the following documents

with the notification letter

(a) the latest version of its constitutional documents and

its prospectus;

(b) where appropriate, its latest annual report and any

subsequent half-yearly report translated in accordance

with regulation 5; and

(c) the key investor information document as provided for

in the Investment Services Rules and translated in

accordance with regulation 5.

(4) The competent authority shall verify whether the

information and documentation submitted by the Maltese UCITS in

accordance with sub-regulations (2) and (3) is complete and, if

satisfied, shall produce an attestation that the Maltese UCITS

fulfils the conditions imposed by the UCITS Directive in the

manner and form prescribed by Regulation No. 584/2010.

(5) The competent authority shall transmit the complete

information and documentation referred to in sub-regulations (1),

(2) and (3) to the European regulatory authority of the Member

State or EEA State in which the Maltese UCITS proposes to market

its units, by not later than ten working days from the date of receipt

of the notification letter accompanied by the complete

documentation referred to in sub-regulation (3). The competent

authority shall also transmit to such European regulatory authority

the attestation issued pursuant to sub-regulation (4)

Provided that in transmitting the notification to the

European regulatory authority of the Member State or EEA State,

the competent authority shall comply with the requirements of the

provisions of Regulation No. 584/2010.

(6) The notification letter referred to in sub-regulation (2), and

the attestation referred to in sub-regulation (4), shall be provided in

a language customary in the sphere of international finance, unless

the competent authority and the European authority of the Member

State or EEA State in which the Maltese UCITS wishes to market

its units agree that the said documents be provided in an official

language of both Member States.

(7) Upon transmission of the documentation, the competent

authority shall immediately notify the Maltese UCITS thereof and

the Maltese UCITS may commence marketing its units in the

Member State or EEA State as from the date of such notification.

(8) For the purposes of the notification procedure under this

regulation, the Maltese UCITS shall not be required by the

European regulatory authority of the Member State or EEA State in

which it wishes to market its units, to submit any additional

documents, certificates or information other than those requested in

this regulation.

(9) The European regulatory authority of the Member State or

EEA State in which the Maltese UCITS intends to market its units

shall have access, by electronic means, to the documents referred to

in sub-regulation (3) and, if applicable, to any translation thereof.

(10) The Maltese UCITS shall keep the documentation referred

to in sub-regulation (3) and the translations thereof updated. The

Maltese UCITS shall notify any amendments to the documents

referred to in sub-regulation (3) to the European regulatory

a u t h o r i t y o f t h e M e m b e r St a t e o r E E A St a t e i n w hi c h i t i s

marketing its units and shall indicate where those documents can be

obtained electronically.

(11) In the event of a change in the information regarding the

arrangements made for marketing communicated in the notification

letter in accordance with subregulations (1) and (2), or a change

regarding share classes to be marketed, the Maltese UCITS shall

give written notice thereof to both the competent authority and the

European regulatory authority of the UCITS host Member State or

EEA State at least one (1) month before implementing that change.

(12) Where, pursuant to a change as referred to in sub-regulation

(11), the Maltese UCITS would no longer comply with the UCITS

Directive, the competent authority shall inform the Maltese UCITS

within fifteen (15) working days of receipt of all the information

referred to in sub-regulation (11) that it is not to implement that

change. In that case, the competent authority accordingly shall

notify the European regulatory authority of the Member State or

EEA State in which Maltese UCITS is currently marketing its units.

(13) Where a change referred to in sub-regulation (11) is

implemented after inform ation has been transmitted by the

competent authority in accordance with sub-regulation (12) and

pursuant to that change the Maltese UCITS no longer complies with

the UCITS Directive, the competent authority shall take all

appropriate measures in accordance with the Act, including, where

necessary, the express prohibition of marketing of the Maltese

UCITS and shall notify the European regulatory authority of the

Member State or EEA State in which Maltese UCITS is currently

marketing its units without undue delay of the measures taken.

(14) If a Maltese UCITS wishes to terminate arrangements made

for marketing of its units, including, where relevant, the share

classes thereof in the Member State or EEA State in which Maltese

UCITS is currently marketing its units, in respect of which it has

made a notification in accordance with sub-regulation 4(1), it shall

be allowed to de-notify such marketing arrangements after fulfilling

the following conditions

(a) a blanket offer shall be made to repurchase or redeem,

free of any charges or deductions, all such units held

by investors in that Member State or EEA State, and

shall be publicly available for at least 30 working

days, addressed, directly or through financial

intermediaries, individually to all investors in that

Member State or EEA State whose identity is known;

(b) the intention to terminate arrangements made for

marketing such units in that Member State or EEA

State 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; and

(c) any contractual arrangements with financial

intermediaries or delegates are modified or terminated

with effect from the date of de-notification in order to

prevent any new or further, direct or indirect, offering

or placement of the units identified in the notification

referred to in sub-regulation 4(16).

(15) The information referred to in sub-regulations 4(14)(a) and

(b) shall clearly describe the consequences for investors if they do

not accept the offer to redeem or repurchase their units. Such

information shall be provided in the official language or one of the

official languages of the Member State or EEA State in respect of

which the Maltese UCITS has made a notification in accordance

with sub-regulation 4(1), or in a language approved by the

competent authorities of that Member State EEA State. With effect

from the date referred to in sub-regulation 4(14)(c), the Maltese

UCITS shall cease any new or further, direct or indirect, offering or

placement of its units which were the subject of de-notification in

that Member State or EEA State.

(16) The Maltese UCITS shall submit to the competent authority

a notification containing the information referred to in sub-

regulations 4(14)(a), (b) and (c).

(16A) The competent authority shall verify whether the

notification submitted by the Maltese UCITS in accordance with

sub-regulation (16) is complete. The competent authority shall, no

l a t e r t h a n 1 5 w o r k i n g d a y s f r o m t h e r e c e i p t o f a co m p l e t e

notification, transmit that notification to the European regulatory

authority of the Member State or EEA State identified in the

notification referred to in sub-regulation (16), and to ESMA. Upon

transmission of the notification, the competent authority shall

promptly notify the Maltese UCITS of that transmission.

(17) The Maltese UCITS shall provide investors who remain

invested in it as well as the competent authority with the

information required under Articles 68 to 82 and under Article 94 of

the UCITS Directive. The Maltese UCITS shall provide such

information using any electronic or other distance communication

means.

Provided that the information and communication means are

available for investors in the official language or one of the official

languages of the Member State or EEA State where the investor is

located or in a language approved by the competent authorities of

that Member State or EEA State.

(18) The competent authority shall transmit to the European

regulatory authority of the Member State or EEA State identified in

the notification referred to in sub-regulation (16) information on any

changes to the documents referred to in sub-regulation (3).

(19) Without prejudice to other monitoring activities and

supervisory powers as referred to in Article 21(2) and Article 97 of the

UCITS Directive, as from the date of transmission in terms of sub-

regulation (18), the European regulatory authority of the Member State

or EEA State identified in the notification referred to in sub-regulation

(16) shall not require the Maltese UCITS concerned to demonstrate

compliance with national laws, regulations and administrative

provisions governing marketing requirements referred to in Article 5

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 and amending Regulations (EU)

No 345/2013, (EU) No 346/2013 and (EU) No 1286/2014.

(1) Where a Maltese UCITS markets its units in another

Member State or EEA State, it shall provide investors within the

territory of such Member State or EEA State with the documents

referred to under sub-regulation (1)(a) to (d) free of charge and upon

request for the purposes of inspection and obtaining copies thereof

(a) a prospectus;

(b) an annual report for each financial year;

(c) a half-yearly report covering the first six months of the

financial year; and

(d)

key investor information document.

(2) The information and documents prescribed in sub-

regulation (1)(a) to (c) shall be provided to investors in the manner

prescribed by the European regulatory authority of the Member

State or EEA State in which the Maltese UCITS is marketing its

units.

(3) The Maltese UCITS shall translate the key investor

information document referred to in sub-regulation 1(d) into the

official language, or one of the official languages, of the UCITS

host Member State or EEA State or into a language approved by the

European regulatory authority of that Member State or EEA State.

The Maltese UCITS shall, at its discretion, translate the documents

referred to in sub-regulation (1)(a) to (c) into the official language

or one of the official languages of the Member State or EEA State

in which it markets its units, into a language approved by the

European regulatory authority of that Member State or EEA State

or in a language customary in the sphere of international finance.

(4) The Maltese UCITS shall be responsible to provide

accurate translations of the information or documents referred to in

sub-regulation (1), and such translations shall faithfully reflect the

content of the original information.

(5) The requirements prescribed in sub-regulations (1) to (4)

shall also be applicable to any changes to the information and

documents referred to therein.

(6) The frequency of the publication of the issue, sale,

repurchase or redemption price of units of the Maltese UCITS in

terms of sub-regulation (1)(c) shall be subject to applicable

provisions prescribed in the Investment Services Rules.

(7) The Maltese UCITS proposing to market its units in another

Member State or EEA State shall, in accordance with the laws,

regulations and administrative provisions in force in that Member

State or EEA State, take the measures necessary to ensure that

facilities are available therein to

(a) process subscription, repurchase and redemption

orders and make other payments to unit-holders

relating to the units of the UCITS, in accordance with

the conditions set out in the documents required

pursuant to sub-regulation 1(a) to (d);

(b) provide investors with information on how orders

referred to in point (a) above can be made and how

repurchase and redemption proceeds are paid;

(c) 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 Member State or EEA State where

the UCITS is marketed;

(d) provide investors with information relevant to the

tasks that the facilities perform in a durable medium;

and

(e) act as a contact point for communicating with the

European regulatory authority of that Member State or

EEA State.

(7A) The Maltese UCITS shall ensure that the facilities to

perform the tasks referred to in sub-regulation (7), including

electronically, are provided

(a) in the official language or one of the official languages

of the Member State or EEA State where the UCITS is

marketed or in a language approved by the European

regulatory authority of that Member State or EEA

State; and

(b) by the UCITS itself, by a third party which is subject

to regulation and supervision governing the tasks to be

performed, or by both.

(7B) For the purposes of sub-regulation (7A)(b), where the tasks

are to be performed by a third party, the appointment of the said

third party shall be evidenced by a written contract, which specifies

which of the tasks referred to in sub-regulation (7) are not to be

performed by the UCITS and that such third party will receive all

the relevant information and documents from the UCITS.

(8) For the purpose of pursuing its activities, the Maltese

UCITS may use the same reference to its legal form in terms of

regulation 3(3), in its designation in the Member State or EEA State

in which it markets its units as it uses in Malta.

(9) A Maltese UCITS shall make public in an appropriate

manner the issue, sale, repurchase or redemption price of its units

each t ime it issues, sells, repu rcha ses or r edeems the m, in

accordance with Investment Services Rules.

The competent authority shall take appropriate measures if

it receives notification from the European regulatory authority of

the Member State or EEA State in which the Maltese UCITS is

marketing its units, that such European regulatory authority has

clear and demonstrable grounds to believe that a Maltese UCITS,

the units of which are being marketed within its territory, is in

breach of the obligations arising from the provisions of the UCITS

Directive, and which provisions do not however confer supervisory

and regulatory powers on such European regulatory authority.

(1) The competent authority alone shall have the power to

take action against a Maltese UCITS if it infringes the provisions of

the Act, any regulations issued thereunder or any applicable

Investment Services Rules, as well as any regulation laid down in

the constitutional documents or prospectus.

(2) Where the units of a Maltese UCITS are being marketed in

a Member State or EEA State other than Malta, the competent

authority shall, without delay, notify the European regulatory

authority of that Member State or EEA State of any decision to

withdraw the authorisation of the Maltese UCITS, or any other

serious measure taken against a Maltese UCITS, or any suspension

of the issue, repurchase or redemption of the units of a Maltese

UCITS imposed upon it.

(3) Where the units of the Maltese UCITS are marketed by a

European management company, the competent authority shall also

proceed to notify any measure taken in accordance with sub-

regulation (2) to the European regulatory authority of the Member

State or EEA State where the European management company is

registered.

MARKETING OF EUROPEAN UCITS IN MALTA

(1) A European UCITS may market its units in Malta and

shall be exempt from the provisions of article 4 of the Act,

provided that prior to commencement of its marketing in Malta, the

competent authority has received from the European regulatory

authority of the UCITS home Member State or EEA State a

notification letter made in the form and manner prescribed in

Regulation No. 584/2010, which notification letter shall

furthermore include the following information

(a) information on the arrangements made for marketing

by the European UCITS of its units in Malta, including

where relevant in respect of share classes;

(b) an indication that the units of the European UCITS

will be marketed by the management company that

manages the European UCITS;

(c) the details necessary for the invoicing or for the

communication of any applicable regulatory fees or

charges by the competent authority, including the

address; and

(d) information on the facilities for the performance of

tasks referred to in regulation 9(5) of this Act.

(2) Together with the notification letter, the European UCITS

shall enclose the following

(a) the latest version of its constitutional documents and

its prospectus in Maltese or English;

(b) where appropriate, its latest annual report and any

subsequent half-yearly report in Maltese or English;

(c) the key investor information document as provided for

in the Investment Services Rules in Maltese or

English; and

(d) an attestation drawn up by the European regulatory

authority that the European UCITS fulfils the

conditions of the UCITS Directive, prepared in the

manner and form prescribed by Regulation No. 584/

2010. (3) The competent authority shall ensure that a European

UCITS is able to market its units in Malta upon notification, in

accordance with sub-regulations (1) and (2).

(4) The European UCITS may access the Maltese market as

from the date of notification to the competent authority by the

European regulatory authority of the UCITS home Member State or

EEA State in accordance with sub-regulations (1) and (2).

(5) The competent authority shall receive the complete

documentation and information referred to in sub-regulation (1)

and (2) from the European regulatory authority of the UCITS home

Member State or EEA State in the manner prescribed by Articles 3

and 4 of Regulation No. 584/2010

Provided that the notification letter and the attestation

referred to in sub-regulations (1) and (2) shall be provided to the

competent authority in a language customary in the sphere of

international finance, unless the competent authority and the

European regulatory authority of the UCITS home Member State or

EEA State agree that said documents be provided in an official

language of both Member States.

(6) For the purpose of the notification procedure set out in this

regulation, the competent authority shall not request any additional

documents, certificates or information other than those provided in

this regulation. In addition, the competent authority shall not

impose any additional requirements or administrative procedures

on the European UCITS in respect of the field governed by the

UCITS Directive.

(7)

Deleted by Legal Notice 361 of 2021.

(8) The competent authority shall have access by electronic

means, to the documents referred to in sub-regulation (2)(a), (b)

and (c) and, if applicable, to any translation thereof.

(9) The European UCITS shall keep the documentation referred

to in sub-regulation (2) and the translations thereof up to date. In

addition it shall notify the competent authority of any amendments

to the documents referred to in sub-regulation (2) and shall indicate

where such documentation can be obtained electronically.

(10) In the event of a change in the information regarding the

arrangements made for marketing communicated in the notification

letter in accordance with sub-regulation (1), or a change regarding

share classes to be marketed, the European UCITS shall give

written notice thereof to both the competent authority and European

regulatory authority of the UCITS home Member State or EEA State at

least one month before implementing that change.

(11) Where, pursuant to a change as referred to in sub-regulation

(10), the European UCITS would no longer comply with the UCITS

Directive, the European regulatory authority of the UCITS home

Member State or EEA State shall inform the European UCITS

within fifteen (15) working days of receipt of all the information

referred to in sub-regulation (10) that it is not to implement that

change.

(12) Where a change referred to in sub-regulation (10) is

implemented after information has been transmitted in accordance

with sub-regulation (11) and pursuant to that change the European

UCITS no longer complies with the UCITS Directive, the European

regulatory authority of the UCITS home Member State or EEA State

shall take all appropriate measures, including, where necessary, the

express prohibition of marketing of the European UCITS, and shall

notify the competent authority without undue delay of the measures

taken.

(13) If a European UCITS wishes to terminate arrangements

made for marketing of its units, including, where relevant, the share

classes thereof in Malta, it shall be allowed to de-notify such

marketing arrangements after fulfilling the following conditions

(a) a blanket offer shall be made to repurchase or redeem,

free of any charges or deductions, all such units held

by investors in Malta, and shall be publicly available

for at least thirty (30) working days, addressed,

directly or through financial intermediaries,

individually to all investors in Malta, whose identity is

known;

(b) the intention to terminate arrangements made for

marketing such units in Malta 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; and

(c) any contractual arrangements with financial

intermediaries or delegates are modified or terminated

with effect from the date of de-notification in order to

prevent any new or further, direct or indirect, offering

or placement of the units identified in the notification

referred to in sub-regulation 8(15).

(14) The information referred to in sub-regulations 8(13)(a) and

(b) shall clearly describe the consequences for investors if they do

not accept the offer to redeem or repurchase their units. Such

information shall be provided in the official language or one of the

official languages of Malta, or in a language approved by the

competent authority. As of the date referred to in sub-regulation

8(13)(c), the European UCITS shall cease any new or further, direct

or indirect, offering or placement of its units which were the

subject of de-notification in Malta.

(15) The European UCITS shall submit to the European

regulatory authority of the UCITS home Member State or EEA

State a notification containing the information referred to in sub-

regulations 8(13)(a), (b) and (c).

(15A) The competent authority shall receive the notification

referred to in sub-regulation (15) from the European regulatory

authority of the European UCITS home Member State or EEA

State.

(15B) The competent authority shall also receive from the

European regulatory authority of the European UCITS home Member

State or EEA State information on any changes to the documents

referred to in sub-regulation (2).

(16) The European UCITS shall provide investors who remain

invested in it as well as the European regulatory authority of the

European UCITS home Member State or EEA State with th e

information required under Articles 68 to 82 and under Article 94 of

the UCITS Directive. The European UCITS may provide such

information using any electronic or other distance communication

means, provided that the information and communication means are

available for investors located in Malta in the official language or one

of the official languages of Malta, or in a language approved by the

competent authority.

(17) Where the competent authority is identified in the

notification referred to in sub-regulation (15), it shall have the

same rights and obligations as the competent authority of the

UCITS host Member State as set out in Article 21(2), Article 97(3)

and Article 108 of the UCITS Directive.

(18) Without prejudice to other monitoring activities and

supervisory powers as referred to in Article 21(2) and Article 97 of the

UCITS Directive, as transposed in national law, as from the date of

receipt of the information under sub-regulation (15B), the competent

authority shall not require the European UCITS concerned to

demonstrate compliance with national laws, regulations and

administrative provisions governing marketing requirements referred

to in Article 5 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 and

amending Regulations (EU) No 345/2013, (EU) No 346/2013 and

(EU) No 1286/2014.

(1) Where a European UCITS markets its units in Malta, it

shall provide investors in Malta with the documents referred to

under sub-regulation (1)(a) to (d) free of charge and upon request for

the purposes of inspection and obtaining copies thereof

(a) a prospectus;

(b) an annual report for each financial year;

(c) a half-yearly report covering the first six months of the

financial year; and

(d) key investor information document.

(2) The European UCITS shall translate the key investor

information document referred to in sub-regulation 1(d) into the

official language, or one of the official languages of Malta or into a

language approved by the competent authority. The information

and documents prescribed in sub-regulation (1)(a) to (c) shall be

provided to investors in the manner prescribed by the Investment

Services Rules. This information and documentation shall be

translated, at the choice of the European UCITS, into the official

language or one of the official languages of Malta, into a language

approved by the competent authority or into a language customary

in the sphere of international finance.

(3) The European UCITS shall be responsible for providing

accurate tr anslations of the information referred to in sub-

regulations (1) and (2), which translation shall faithfully reflect the

content of the original information.

(4) The requirements prescribed in sub-regulations (1) to (3)

shall also be applicable to any changes to the information and

documents referred to therein.

(5) The European UCITS marketing its units in Malta shall, in

accordance with the laws, regulations and administrative provisions

in force in Malta, take the measures necessary to ensure that

facilities are available in Malta to

(a) process subscription, repurchase and redemption

orders and make other payments to unit-holders

relating to the units of the European UCITS, in

accordance with the conditions set out in the

documents required pursuant to sub-regulation 1(a) to

(d);

(b) provide investors with information on how orders

referred to in point (a) above can be made and how

repurchase and redemption proceeds are paid;

(c) 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 European UCITS in Malta;

(d) make the information and documents required

pursuant to Chapter IX available to investors under the

conditions laid down in Article 94, for the purposes of

inspection and obtaining copies thereof;

(e) provide investors with information relevant to the

tasks that the facilities perform in a durable medium;

and

(f)

act as a contact point for communicating with the

competent authority.

(5A) The European UCITS shall not be required to have a

physical presence in Malta or to appoint a third party for the

purposes of sub-regulation (5).

(5B) The European UCITS shall ensure that the facilities to

perform the tasks referred to in sub-regulation (5), including

electronically, are provided

(a) one of the official languages of Malta or in a language

approved by the competent authority; and

(b) by the European UCITS itself, by a third party which is

subject to regulation and supervision governing the tasks

to be performed, or by both.

(5C) For the purposes of sub-regulation (5B), where the tasks are

to be performed by a third party, the appointment of the said third

party shall be evidenced by a written contract, which specifies

which of the tasks referred to in sub-regulation (5) are not to be

performed by the European UCITS and that the third party will

receive all the relevant information and documents from the

European UCITS.

(6) For the purpose of pursuing its activities, the European

U C I T S m a y u s e th e s a m e r e f e r e n c e to i t s l e g a l f or m in i t s

designation in Malta as it uses in the home Member State or EEA

State in which it is authorised.

(7) A European UCITS marketing its units in Malta shall, in an

appropriate manner, make public the issue, sale, repurchase or

redemption price of its units each time it issues, sells, repurchases

or redeems them, in accordance with Investment Services Rules.

(8) The provisions of article 11(1)(a) and (b) of the Act shall

not apply to European UCITS marketing their units in Malta.

(1) The European regulatory authority of the UCITS home

Member State or EEA State shall have the sole power to take action

against a European UCITS marketing its units in Malta, if the

European UCITS infringes any law, regulation or administrative

provision of the UCITS home Member State or EEA State or any

regulation laid down in constitutional documents. However, the

competent authority may nonetheless take action against that

European UCITS if it infringes any laws, regulations and

administrative provisions in force in Malta, falling outside the

scope of the UCITS Directive or the requirements set out in

Articles 92 and 94 of the said Directive.

(2) Where the competent authority has clear and demonstrable

grounds to believe that a European UCITS, the units of which are

being marketed in Malta, is in breach of the obligations arising

from the provisions of the Act, these regulations or the Investment

Services Rules, which do not confer supervisory and regulatory

powers on the competent authority, the competent authority shall

refer those findings to the European regulatory authority of the

UCITS home Member State or EEA State, which shall take

appropriate measures.

(3) If, despite the measures taken by the European regulatory

authority of the UCITS home Member State or EEA State, or

because such measures prove to be inadequate, or because the

European regulatory authority of the UCITS home Member State or

EEA State fails to act within a reasonable timeframe, the European

UCITS persists in acting in a manner that is clearly prejudicial to

the interests of the Maltese investors, the competent authority may,

as a consequence, take either of the following actions

(a) after informing the European regulatory authority of

the UCITS home Member State or EEA State, the

competent authority may take all the appropriate

measures needed in order to protect investors,

including the possibility of preventing the European

UCITS concerned from carrying out any further

marketing of its units in Malta; or

(b) if necessary, bring the matter to the attention of

ESMA.

(4) The competent authority shall, without delay, inform the

European Commission and ESMA of any measure taken pursuant

to sub-regulation (3)(a).

INVESTMENT SERVICES ACT (MARKETING OF UCITS)

SCHEDULE A Deleted by: L.N. 361 of 2021.