INVESTMENT SERVICES ACT (UCITS MANAGEMENT COMPANY PASSPORT) REGULATIONS

SUBSIDIARY LEGISLATION 370.20

INVESTMENT SERVICES ACT (UCITS

MANAGEMENT COMPANY PASSPORT)

REGULATIONS

1st July, 2011

LEGAL NOTICE 243 of 2011, as amended by Legal Notices 335 of 2012

116 of 2016, 242 of 2019, 333 of 2021 and 146 of 2023.

PRELIMINARY

(1) The title of these regulations is the Investment Services

Act (UCITS Management Company Passport) Regulations.

(2) These regulations shall apply to Maltese management

companies and to European management companies providing

services in Malta through the establishment of a branch or under

the freedom to provide services.

(3) These regulations transpose and implement, in part, the

provisions of Articles 1(3), 2(1)(c) to (e) and (g), 2(3), 17 to 21 and

109 of the UCITS Directive and they shall be interpreted and applied

accordingly.

(4) These regulations further transpose and implement, in part,

the provisions of Article 1(3) of Directive 2014/91/EU and they

shall be interpreted and applied accordingly.

(1) In these regulations, unless the context otherwise

requires

"the Act" means the Investment Services Act;

" b r a n c h " means the place of business which is part of the

management company, which has no legal personality and which

provides the services for which the management company has been

authorised. All the places of business established in the same Member

State or EEA State by a management company having its head office

in another Member State or EEA State shall be regarded as a single

branch;

"Directive 2014/91/EU" means Directive 2014/91/EU of the

European Parliament and of the Council of 23 July 2014 amending

Directive 2009/65/EC on the coordination of laws, regulations and

administrative provisions relating to undertakings for collective

investment in transferable securities (UCITS) as regards depositary

functions, remuneration policies and sanctions, as may be amended

from time to time and includes any implementing measures that

have been or may be issued thereunder;

"ESMA" means the European Securities and Markets Authority

established by Regulation (EU) No. 1095/2010 of the European

Parliament and of the Council of the 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 management company home Member State or EEA

Sta t e" m e an s t h e Me m b er St at e or E E A St a te i n wh i c h t he

European management company has its registered office;

"European management company host Member State or EEA

State" means the Member State or EEA State, other than the home

Member State or EEA State within the territory of which a

European management company has a branch or provides services;

"European UCITS" means a UCITS authorised by a European

regulatory authority in a Member State or EEA State other than

Malta;

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

EEA State in which the registered office and head office of the

management company is situated;

"host Member State or EEA State" means the Member State or

EEA State, other than the home Member State or EEA State, within

the territory of which a management company has a branch or

provides services;

"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 with 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;

"Tribunal" means the Financial Services Tribunal established in

terms of the Malta Financial Services Authority Act;

"UCITS" means undertakings for collective investment in

transferable securities in terms of regulation 3 of the Investment

Services Act (Marketing of UCITS) Regulations, 2011;

"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), as amended from time to time, and includes any

binding legal instruments, guidelines and other 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 a UCITS is authorised pursuant to

Article 5 of the UCITS Directive.

(2) Words and expressions which are also used in the Act shall

have the same meaning as in the Act.

(3) In the event that any of these regulations conflict with the

provisions of the UCITS Directive, the latter shall prevail.

FREEDOM OF ESTABLISHMENT AND FREEDOM TO

PROVIDE SERVICES BY MALTESE MANAGEMENT

COMPANIES

(1) Where a Maltese management company decides to

establish a branch in a Member State or EEA State other than

Malta, it shall notify the competent authority accordingly.

(2) A notification in terms of sub-regulation (1) shall be

accompanied by the following information and documentation

(a) the Member State or EEA State within the territory of

which the Maltese management company plans to

establish a branch;

(b) a programme of operations setting out the activities

and services as prescribed in the applicable Investment

Services Rules which shall be carried out by such

branch;

(c) the proposed organisational structure of the branch,

including a description of the risk management process

in place and a description of the procedures and

arrangements implemented to ensure a suitable

investor complaints procedure in terms of the

Investment Services Rules;

(d) the address of the proposed branch in the host Member

State or EEA State from where documents may be

obtained; and

(e) the names of the persons responsible for the

management of the branch.

(3) The competent authority shall communicate the information

in sub-regulation (2) and details of the Maltese investor

compensation scheme to the European regulatory authority of the

Member State or EEA State where the Maltese management

company intends to establish a branch within two months of

receiving such information. The competent authority shall also

inform the Maltese management company of such communication

accordingly.

(4) Where the branch of the Maltese management company will

carry out the activity of collective portfolio management pursuant

to t he In vest m ent S ervi ces Rul es, t he no ti ficat io n m ade in

accordance with sub-regulations (1) and (2) shall also include an

attestation that the Maltese management company has been

licensed to pursue such activity in terms of the UCITS Directive, a

description of the scope of the Maltese management company’s

licence and details of any restriction on the types of UCITS that the

Maltese management company is licensed to manage.

(5) Where the competent authority has sufficient reason to

doubt the adequacy of the administrative structure or the financial

situation of a Maltese management company, taking into account

the activities for which it has been licensed, it may refuse to make

the communication referred to in sub-regulation (3) and shall,

within two months from the date of receipt of the notice referred to

in sub-regulation (1), give the Maltese management company

reasons for such refusal.

(6) A Maltese management company which pursues activities

through a branch within the territory of another Member State or

EEA State shall comply with the applicable provisions on conduct

of business in force in that Member State or EEA State.

(7) A branch of a Maltese management company shall not

commence business unless

(a) the European regulatory authority in the Member State

or EEA State in which the Maltese management

company proposes to establish a branch has notified

the Maltese management company of the receipt of the

communication referred to in sub-regulation (3) from

the competent authority; or

(b) two months have elapsed from the date on which the

competent

authority

has

transmitted

the

communication referred to in sub-regulation (3) and

the Maltese management company has not received

any communication from such European regulatory

authority.

(8) Where the Maltese management company plans a change in

any of the particulars communicated in accordance with sub-

regulation (2)(b) to (e), written notice of such change shall be given

to the competent authority and to the European regulatory authority

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 h i c h t h e b r a n c h i s

established not less than one month prior to the implementation of

such change, and the provisions of sub-regulations (3), (4), (5) and

(7) shall apply.

(8A) Where, pursuant to a change referred to in sub-regulation

(8), the Maltese management company would no longer comply

with the UCITS Directive, the competent authority shall inform the

Maltese management company within fifteen (15) working days of

receipt of all the information referred to in sub-regulation (8) that it

is not to implement that change. The competent authority shall also

inform the European regulatory authority of the Member State or

EEA State in which the branch is established accordingly.

(8B) Where a change referred to in sub-regulation (8) is

implemented after information has been transmitted in accordance

with sub-regulation (8A), and pursuant to that change the Maltese

m an a g e m e n t c o m p a n y n o l o n g e r c o m p l i e s w i t h t h e U C I T S

Directive, the competent authority shall take all appropriate

measures in accordance with the provisions of the Act and any

other Act administered by the competent authority and any

regulations issued thereunder, and shall notify the European

regulatory authority of the Member State or EEA State in which the

branch is established without undue delay of the measures taken.

(9) In the event of a change in the particulars communicated in

accordance with sub-regulations (2) and (3), the competent

authority shall inform the European regulatory authority

accordingly. The competent authority shall update the attestation

referred to sub-regulation (4) and shall, without delay, inform the

European regulatory authority of the Member State or EEA state in

which the branch is established whenever there is a change in the

scope of a Maltese management company’s authorisation or in the

details of any restriction on the types of UCITS that a Maltese

management company is licensed to manage.

(1) A Maltese management company wishing to exercise

the right to provide services in a Member State or EEA State other

than Malta for the first time shall submit to the competent authority

a notice containing the following information

(a) the Member State or EEA State within the territory of

which the Maltese management company intends to

operate;

(b) a programme of operations stating the activities and

services in terms of the Investment Services Rules

which the Maltese management company intends to

carry out, including a description of the risk

management process implemented by the Maltese

management company and a description of the

procedures and arrangements implemented in

accordance with the Investment Services Rules.

(2) The competent authority shall, within one month of

receiving the information referred to in sub-regulation (1), forward

it to the European regulatory authority of the Member State or EEA

State where the Maltese management company intends to provide

services. The competent authority shall also communicate to such

European regulatory authority the details of any applicable

compensation scheme intended to protect investors.

(3) Where a Maltese management company intends to carry out

the activity of collective portfolio management pursuant to the

applicable Investment Services Rules, the competent authority

shall, together with the information prescribed in sub-regulations

(1) and (2), also provide the European regulatory authority of the

Member State or EEA State where the Maltese management

company intends to provide services with an attestation that the

Maltese management company has been licensed pursuant to the

provisions of the UCITS Directive, a description of the scope of the

Maltese management company’s authorisation and the details of

any restriction on the types of UCITS that the Maltese management

company is licensed to manage.

(4) Notwithstanding the provisions of regulation 6 of these

regulations and regulation 4 of the Investment Services Act

(Marketing of UCITS) Regulations, 2011, upon expiration of the

period prescribed in sub-regulation (2), the Maltese management

company may commence to provide the service or services in

question in the European host Member State or EEA State.

(5) A Maltese management company which pursues activities

under the freedom to provide services shall comply with the

provisions of the Act, any applicable regulations made thereunder

and the Investment Services Rules.

(6) Where the content of the information communicated in

accordance with sub-regulation (1)(b) is amended, a Maltese

management company shall give prior written notice of such

amendment to the competent authority and to the European

regulatory authority of the Member State or EEA State where the

Maltese management company is providing services.

(7) The competent authority shall update the information

contained in the attestation referred to in sub-regulation (3) and

shall inform the European regulatory authority of the Member State

or EEA State where the Maltese management company is providing

services whenever there is a change in the scope of the Maltese

management company’s licence or in the details of any restriction

on the types of UCITS that the Maltese management company is

licensed to manage.

(1) A Maltese management company which pursues the

activity of collective portfolio management on a cross-border basis

by establishing a branch or under the freedom to provide services

shall comply with the provisions of the Act, any applicable

regulations made thereunder and the Investment Services Rules and

the requirements prescribed thereunder shall not be any stricter

than those applicable to Maltese management companies

conducting their activities only within the territory of Malta.

(2) The competent authority shall be responsible for

supervising the compliance of a Maltese management company

with the regulatory requirements referred to in sub-regulation (1).

(3) In addition to the requirements of sub-regulation (1), a

Maltese management company which pursues the activity of

collective portfolio management of a European UCITS on a cross-

border basis by establishing a branch in another Member State or

EEA State or in accordance with the freedom to provide services

shall also comply with the applicable provisions in force in the

UCITS home Member State or EEA State implementing the

p ro v is i on s o f th e UC IT S Di re c ti ve o n th e c on s ti tu ti on a nd

functioning of UCITS, and in particular it shall comply with the

requirements applicable to

(a) the setting up and authorisation of the UCITS;

(b) the issuance and redemption of units and shares;

(c) investment policies and limits, including calculation of

total exposure and leverage;

(d) restrictions on borrowing, lending and uncovered

sales;

(e) the valuation of assets and the accounting of the

UCITS;

(f)

the calculation of the issue price and, or redemption

the net asset value and related investor compensation;

(g) the distribution or reinvestment of the income;

(h) the disclosure and reporting requirements of the

UCITS, including the prospectus, the key investor

information and periodic reports;

(i)

the arrangements made for marketing;

(j)

the relationship with unit-holders;

(k) the merging and restructuring of UCITS;

(l)

the winding up and liquidation of the UCITS;

(m) where applicable, the content of the unit-holder

register;

(n) the licencing and supervision fees regarding the

UCITS; and

(o) the exercise of unit-holders’ voting rights and other

unit-holders’ rights in relation to paragraphs (a) to

(m).

(4) A Maltese management company shall comply with the

obligations set out in the prospectus and in the instruments of

incorporation of the European UCITS which it manages and such

documents shall be consistent with the requirements of the

applicable law as referred to in sub-regulations (1) and (3).

(5) A Maltese management company shall adopt and

implement all arrangements and organisational decisions necessary

to ensure compliance with the applicable provisions relating to the

constitution and functioning of the European UCITS. The Maltese

management company shall also be responsible for compliance

with the obligations set out in the prospectus and in the instruments

of incorporation of the European UCITS.

(6) The competent authority shall supervise the adequacy of the

arrangements and organisation of a Maltese management company

in order to ensure that such Maltese management company is in a

position to comply with the obligations and rules applicable to the

constitution and functioning of all the European UCITS it manages.

(1) A Maltese management company which intends to

manage a European UCITS shall apply to the European regulatory

authority of the UCITS home Member State or EEA State and shall

provide the said European regulatory authority with the following

documentation

(a) the written agreement with the custodian pursuant to

regulation 5 of the Investment Services Act

(Custodians of Collective Investment Schemes)

Regulations; and

(b) information on delegation arrangements regarding

functions

of

investment

management

and

administration referred to in the Investment Services

Rules

Provided that, where the Maltese management company

already manages UCITS of the same type in the same European

Member State or EEA State, reference to the documentation

already provided shall be sufficient.

(2) A Maltese management company shall notify any

subsequent material modifications of the documentation referred to

in sub-regulation (1) to the European regulatory authority of the

UCITS home Member State or EEA State.

(3) In so far as necessary to enable the European regulatory

authority of the UCITS home Member State or EEA State to ensure

compliance with the rules for which it is responsible, the competent

authority shall, upon specific request by that European regulatory

authority, provide clarifications and information within ten

working days of the initial request with regards to the following

(a) the documentation referred to in sub-regulation (1);

and

(b) on the basis of the attestation provided by the

competent authority pursuant to regulations 3 and 4,

information as to whether the type of UCITS for which

authorisation is requested falls within the scope of a

Maltese management company’s licence.

(4) Following prior consultation with the competent authority,

the European regulatory authority of the UCITS home Member

State or EEA State may refuse the application of a Maltese

management company to manage that UCITS only if

(a) the Maltese management company does not comply

with the fund rules applicable in the UCITS home

Member State or EEA State and for which the

European regulatory authority in the UCITS home

Member State or EEA State is responsible to ensure

compliance;

(b) the Maltese management company is not licensed by

the competent authority to manage the type of UCITS

for which authorisation is requested in terms of sub-

regulation (1);

(c) the Maltese management company has failed to

provide the European regulatory authority in the

UCITS home Member State or EEA State with the

documentation referred to in sub-regulation (1).

Where a Maltese management company duly licensed

proposes, without establishing a branch, only to market the units of

Maltese or European UCITS it manages in a Member State or EEA

State different from the UCITS home Member State or EEA State,

such marketing shall be subject only to the requirements prescribed

in the Investment Services Act (Marketing of UCITS of UCITS)

Regulations, 2011.

(1) Where a Maltese management company which has a

branch or provides services within the territory of another Member

State or EEA State is in breach of the rules in force in that Member

State or EEA State, the European regulatory authority of that

Member State or EEA State shall require the Maltese management

company to put an end to such breach. The European regulatory

authority shall also notify the competent authority in writing

detailing such breach.

(2) Where a Maltese management company refuses to provide

the European regulatory authority of the Member State or EEA

State in which it has established a branch in terms of regulation 3 or

in which it provides services in terms of regulation 4, with

information requested by and falling within the remit of that

European regulatory authority or fails to take the necessary steps to

put an end to a breach reported pursuant to sub-regulation (1), the

European regulatory authority of the said Member State or EEA

St a t e s h a l l n o t i f y t h e c o m p e t e n t a u t h o r i t y i n w r i t i n g . T h e

competent authority shall, as soon as possible, take all appropriate

measures to ensure that the Maltese management company provides

the information requested by the European regulatory authority or

remedies the breach reported by the said European regulatory

authority.

(3) The competent authority shall communicate the nature of

any measures taken against the Maltese management company in

terms of sub-regulation (2) to the European regulatory authority

concerned.

(4) Where a Maltese management company continues to refuse

to provide the information requested by the European regulatory

authority in the host Member State or EEA State or persists in its

breaches of legal or regulatory rules despite the measures taken by

the competent authority or due to the inadequacy or unavailability

of such measures in Malta, the competent authority shall be

notified of any measures taken by the European regulatory

authority of the host Member State or EEA State against the

Maltese management company.

(5) The competent authority shall consult the European

regulatory authority of the host Member State or EEA State before

withdrawing the licence of the Maltese management company in

accordance with the provisions of this regulation.

FREEDOM OF ESTABLISHMENT AND FREEDOM TO

PROVIDE SERVICES BY EUROPEAN MANAGEMENT

COMPANIES

(1) Where a European management company wishes to

establish a branch in Malta, the following conditions shall be

complied with

(a) the European management company has provided the

European regulatory authority in its home Member

State or EEA State with the following documentation

(i)

a notification of its intention to establish a

branch in Malta;

(ii) a programme of operations identifying the

INVESTMENT SERVICES ACT

(UCITS MANAGEMENT COMPANY PASSPORT)

activities and services which the European

management company seeks to carry on through

the branch in Malta and the proposed

organisational structure of the branch, including

a description of the risk management process

implemented by the European management

company and a description of the procedures and

arrangements implemented to ensure a suitable

investor complaints procedure in terms of

Article 15 of the UCITS Directive;

(iii) the address of the proposed branch in the

territory of Malta from where documents may be

obtained;

(iv) the names of those responsible for the

management of the branch;

(b) the competent authority has received from the

European regulatory authority of the home Member

State or EEA State of the European management

company

(i) the information in paragraph (a);

(ii) details of any compensation scheme of which the

European management company is a member

and which is intended to protect investors;

(iii) where the European management company

wishes to pursue the activity of collective

portfolio management in terms of Annex II of

the UCITS Directive, an attestation that the

European management company has been so

authorised pursuant to the provisions of the

UCITS Directive, a description of the scope of

the authorisation of the European management

company and details of any restriction on the

types of UCITS that the European management

company is authorised to manage.

(2) A European management company pursuing activities

through a branch within the territory of Malta shall comply with the

provisio ns of t he Inv estm ent Services Rules on conduct of

business, and the competent authority shall be responsible for

supervising compliance thereof.

(3) A branch of a European management company shall not

commence business in Malta unless

(a) it has been informed by the competent authority of the

applicable provisions in force in accordance with sub-

regulation (1) and that it may establish the branch in

Malta; or

(b) two months have elapsed from the date of receipt by

the competent authority of the information and the

documents referred to in sub-regulation (2) by the

European authority in the home Member State or EEA

State of the European management company.

(4) Where the European management company plans a change

in any of the particulars referred to in sub-regulation (1)(a)(ii) to

(iv), it shall give written notice of that change to the competent

authority not less than one month prior to the implementation of

such change, and the provisions of sub-regulation (3) shall apply.

(4A) Where, pursuant to a change referred to in sub-regulation

(4), the European management company would no longer comply

with the UCITS Directive, the competent authority shall receive

notification in terms of the second subparagraph of Article 17(8) of

the UCITS Directive from the European regulatory authority of the

home Member State or EEA State of the European management

company.

(4B) Where a change referred to in sub-regulation (4) is

implemented, after information has been transmitted by the European

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

European management company in accordance with the second

subparagraph of Article 17(8) of the UCITS Directive, and pursuant to

that change the European management company no longer complies

with the UCITS Directive, the competent authority shall receive

notification from the European regulatory authority of the home

Member State or EEA State of the European management company

without undue delay of the measures taken in terms of the third

subparagraph of Article 17(8) of the UCITS Directive.

(5) In the event of a change to any of the particulars notified to

the competent authority in accordance with sub-regulation (1)(a)

and (b)(ii), the competent authority shall receive notification

thereof from the European regulatory authority of the home

Member State or EEA State of the European management company.

(6) The competent authority shall be notified by the European

regulatory authority of the European management company home

Member State or EEA State whenever there is a change in the scope

of the authorisation of the European management company or in

the details of any restriction on the types of UCITS that a European

management company is authorised to manage.

(1) Where a European management company wishes to

exercise the right to provide services in Malta for the first time, the

following service conditions shall be complied with

(a) the European management company has provided the

European regulatory authority of its home Member

State or EEA State with the following documentation

(i)

a notification of its intention to provide services

in Malta;

(ii) a programme of operations stating the activities

and services envisaged, including a description

of the risk management process implemented by

the European management company and a

description of the procedures and arrangements

implemented pursuant to Article 15 of the

UCITS Directive;

(b) the competent authority has received from the

European regulatory authority of the home Member

State or EEA State of the European management

company

(i) the information in paragraph (a); and

(ii) details of any applicable compensation scheme

intended to protect investors.

(2) Where a European management company wishes to pursue

the activity of collective portfolio management as referred to in

A nnex II o f t he UCITS Di rectiv e, t he Euro pean r egulato ry

authority of the home Member State or EEA State of the European

management company shall enclose with the documentation and

information notified to the competent authority in accordance with

sub-regulation (1) an attestation that the European management

company has been authorised, a description of the scope of the

authorisation of the European management company and details of

any restriction on the types of UCITS that such company is

authorised to manage.

(3) The European management company may commence to

provide the service or services in respect of which it wishes to

exercise the right to provide services in Malta upon receipt by the

competent authority of all the documentation required in terms of

sub-regulation (1).

(4) Where the content of the information communicated in

accordance with sub-regulation (1)(a)(ii) is amended, a European

management company shall give prior written notice of such

amendment to the competent authority.

(5) The competent authority shall be informed by the European

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

European management company whenever there is a change in the

scope of the authorisation of a European management company or

in the details of any restriction on the types of UCITS that a

European management company is authorised to manage.

(1) A European management company which pursues the

activity of collective portfolio management of a Maltese UCITS on

a cross-border basis by establishing a branch in Malta or in exercise

of the freedom to provide services shall comply with the Act, any

applicable regulations and the Investment Services Rules, and in

particular such European management company shall comply with

the requirements applicable to

(a) the setting up and licencing of the UCITS;

(b) the issuance and redemption of units and shares;

(c) investment policies and limits, including calculation of

total exposure and leverage;

(d) restrictions on borrowing, lending and uncovered

sales;

(e) the valuation of assets and the accounting of the

UCITS;

(f)

the calculation of the issue or redemption price and

rules regarding errors in the calculation of the net asset

value and the related investor compensation;

(g) the distribution or reinvestment of income;

(h) the disclosure and reporting requirements of the

UCITS, including the prospectus, the key investor

information and periodic reports;

(i)

the arrangements made for marketing;

(j)

the relationship with unit-holders;

(k) the merging and restructuring of UCITS;

(l)

the winding up and liquidation of the UCITS;

(m) where applicable, the content of the unit-holder

register;

(n) the licencing and supervision fees regarding the

UCITS; and

(o) the exercise of unit-holders’ voting rights and other

unit-holders’ rights in relation to paragraphs (a) to

(m).

(2) A European management company shall comply with the

obligations set out in the prospectus and in the instruments of

incorporation of the Maltese UCITS which it wishes to manage.

Such documents shall be consistent with the requirements referred

to in sub-regulation (1).

(3) The competent authority shall be responsible for

supervising compliance of the European management company

with the requirements of sub-regulations (1) and (2).

(4) A European management company shall adopt and

implement all the arrangements and organisational decisions

necessary to ensure compliance with the applicable provisions

relating to the constitution and functioning of the Maltese UCITS.

The European management company shall also be responsible for

compliance with the obligations set out in the prospectus and in the

instruments of incorporation of the Maltese UCITS.

(5) A European management company duly authorised in its

home Member State or EEA State in terms of the UCITS Directive

shall not be subject to any additional requirements applicable in

Malta in respect of the subject matter of the UCITS Directive,

except in the cases expressly specified by the UCITS Directive.

(1) A European management company which intends to

manage a Maltese UCITS shall provide the competent authority

with the following documentation

(a) the written agreement with the custodian in accordance

with the applicable Investment Services Rules; and

(b) information on the delegation arrangements regarding

the functions of investment management and

administration in accordance with the applicable

Investment Services Rules

Provided that, where a European management company

already manages other Maltese UCITS of the same type, reference

to the documentation already provided to the competent authority

shall be sufficient.

(2) The European management company shall notify any

subsequent material modifications of the documentation referred to

in sub-regulation (1) to the competent authority.

(3) In so far as necessary to ensure compliance with the rules

for which it is responsible, the competent authority may ask the

European regulatory authority of the home Member State or EEA

State of the European management company for clarifications and

information with regards to the following

(a) the documentation referred to in sub-regulation (1);

and

(b) on the basis of the attestation provided by the

European regulatory authority of the European

management company home Member State or EEA

State pursuant to regulations 9 and 10, information as

to whether the type of UCITS for which authorisation

for management is requested falls within the scope of

the authorisation of the European management

company.

(4) The competent authority may refuse the application of a

European management company to manage a Maltese UCITS only

if

(a) the European management company does not comply

with the provisions of regulation 11;

(b) the European management company is not authorised

by the European regulatory authority of its home

Member State or EEA State to manage the type of

UCITS for which the authorisation is being requested;

or

(c) the European management company has failed to

provide

the

competent

authority

with

the

documentation referred to in sub-regulation (1).

(5) The competent authority shall consult with the European

regulatory authority of the European management company home

Member State or EEA State prior to refusing an application.

(1) The competent authority may, for statistical purposes,

require a European management company which has established a

branch in Malta in terms of these regulations, to report periodically

on its activities in Malta.

(2) The competent authority may require a European

management company pursuing business in Malta through the

establishment of a branch or under the freedom to provide services,

to provide the information necessary for the monitoring of its

compliance with the applicable provisions for which it is

responsible in terms of the Act, any applicable regulations issued

thereunder and the Investment Services Rules.

(3) The requirements prescribed in sub-regulation (2) shall not

be more stringent than those which the competent authority would

impose on Maltese management companies for the monitoring of

their compliance with the same standards.

(4) A European management company which provides

collective portfolio management on a cross-border basis to a

Maltese UCITS pursuant to the provisions of these regulations shall

ensure that the procedures and arrangements implemented by the

said European management company pursuant to the applicable

provisions of the Investment Services Rules on investor complaints

shall be such as to enable the competent authority to obtain,

directly from the European management company, the information

referred to in this regulation.

(1) Where a European management company which has a

branch or provides services in Malta is in breach or is likely to

breach the provisions of the Act or of any regulations or Investment

Services Rules made thereunder, the competent authority shall

require, in writing, the European management company concerned

t o p u t an e n d t o t h e b r e a c h a n d s h a l l i n f o r m t h e E u r o p e a n

regulatory authority of the European management company home

Member State or EEA State of such request.

(2) Where the European management company concerned

refuses to provide the competent authority with the information

falling under its responsibility or fails to take the necessary steps to

put an end to the breach referred to in sub-regulation (1), the

competent authority shall inform the European regulatory authority

of the European management company home Member State or EEA

State accordingly.

(3) Where a European management company continues in its

refusal to provide information requested by the competent authority

in terms of regulation 13 or persists in its breach of legal or

re gu lat ory r eq ui re me nt s d esp ite the measures t aken b y the

European regulatory authority of the European management

company home Member State or EEA State or due to the

inadequacy or unavailability of such measures in the said Member

State or EEA State, the competent authority may take either of the

following actions

(a) after informing the European regulatory authority of

the European management company home Member

State or EEA State, take appropriate measures,

including measures under articles 13 to 16B of the Act

in order to prevent or penalize further irregularities

and, in so far as necessary, to prevent that European

management company from initiating any further

transactions in Malta; or

(b) where it considers that the European regulatory

authority of the European management company home

Member State or EEA State has not acted adequately,

refer the matter to ESMA.

(4) The competent authority shall ensure that it is possible to

serve the legal documents necessary in order to enforce the

aforementioned measures.

(5) Where the service provided within the territory of Malta is

the management of a Maltese UCITS, the competent authority may

require the European management company to cease managing that

Maltese UCITS.

(6) The competent authority shall inform the European

regulatory authority of the European management company home

Member State or EEA State of any measures taken pursuant to sub-

regulation (3) and which involve measures and penalties or

restrictions on the activities of the European management company

concerned.

(7) Any action taken pursuant to sub-regulations (2), (3) and

(5) involving measures or penalties shall be properly justified and

communicated to the European management company concerned.

(8) In cases where following the procedure outlined in this

regulation would result in delays that could prejudice the interests

of investors and others for whom services are provided, the

competent authority may, prior to initiating such procedure, take

any precautionary measures it may deem necessary

Provided that, ESMA, the European Commission and the

European regulatory authorities of all other Member States or EEA

States concerned shall be informed of such measures as soon as

possible.

(9) The competent authority shall take all appropriate measures

to safeguard the interests of investors. Such measures may include

decisions preventing a European management company from

initiating any further transactions within the territory of Malta.

(10) A European management company shall have a right to

appeal to the Financial Services Tribunal in terms of the Act from a

decision of the competent authority to take measures in accordance

with sub-regulation (3).

The competent authority shall inform ESMA and the

European Commission of the number and type of cases of refusal in

terms of regulations 3 and 12 and of any measures taken in

accordance with regulation 14(3) and (4).

CO-OPERATION WITH EUROPEAN REGULATORY

AUTHORITIES IN OTHER EUROPEAN MEMBER STATES

OR EEA STATES

(1) The competent authority shall provide the European

regulatory authorities of other Member States or EEA States with

all information concerning the management and ownership of a

Maltese management company which is likely to facilitate its

supervision as well as any other information which is likely to

facilitate the monitoring of such Maltese management company.

Further, the competent authority shall also cooperate with the

European regulatory authorities in other Member States or EEA

States in order to ensure that such European regulatory authorities

collect the information required in terms of regulation 13(2) to (4).

(2) The competent authority shall notify the European

regulatory authority of a UCITS home Member State or EEA State

without delay of any problems identified in a Maltese management

company which may materially affect the ability of such Maltese

management company to perform its duties properly with respect to

that UCITS or of any breach of the requirements prescribed under

these regulations.

(3) Where a Maltese UCITS is being managed by a European

Management Company, the competent authority shall, without delay,

notify the European regulatory authority of the European management

company’s home Member State or EEA State of any difficulties

identified at the level of the Maltese UCITS which may materially

affect the ability of such European management company to perform

its duties properly or to comply with the requirements prescribed

under these regulations which fall under the responsibility of the

competent authority.

Repealed by Legal Notice 146 of 2023.