INVESTMENT SERVICES ACT (SPECIAL LIMITED PARTNERSHIP FUNDS) REGULATIONS

PARTNERSHIP FUNDS)

SUBSIDIARY LEGISLATION 370.53

INVESTMENT SERVICES ACT (SPECIAL LIMITED

PARTNERSHIP FUNDS) REGULATIONS

7th February, 2025

LEGAL NOTICE 30 of 2025.

(1)

The title of these regulations is the Investment

Services Act (Special Limited Partnership Funds) Regulations.

(2)

These regulations shall establish and regulate special

limited partnership funds without legal personality, and which the deed

of partnership thereof expressly limits their object either to the

collective investment of their funds in securities and in other movable

and immovable property, or in any of them, with the aim of giving the

partners the benefit of the results of the management of their funds,

and to matters ancillary or incidental thereto, and which qualifies as a

collective investment scheme and is duly licenced, recognised by,

notified to, or otherwise regulated by the competent authority; and

which shall be distinct from limited partnerships as set out within the

provisions of the Companies Act.

(1)

In these regulations, unless the context otherwise

requires:-

"Act" means the Investment Services Act;

"auditor" shall have the same meaning assigned to it in

article 2 of the Accountancy Profession Act;

"collective investment scheme" shall have the same

meaning assigned to it in article 2 of the Act;

"competent authority" means the Malta Financial

Services Authority established by the Malta Financial Services

Authority Act;

"general partner" means a person which is unlimitedly,

jointly and severally liable for the debts and obligations

attributable to the Special Limited Partnership Fund, and shall

be construed in accordance with regulation 5(1)(a) and

regulation 13. For the purposes of these regulations, the term

"general partner", wherever it occurs in these regulations, shall

be deemed to refer to all general partners of the Special Limited

Partnership Fund, be it one or more than one general partners;

"Investment Services Rules" shall have the same

meaning assigned to it in article 2 of the Act.

"limited partner" means a person whose liability does not

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exceed the amount of his capital contribution or commitment to

the Special Limited Partnership Fund, and shall be construed in

accordance with regulation 5(1)(b) and regulation 14, save for

the instances where such limited partner allows his name, or a

distinctive part thereof, to be used in the name of a Special

Limited Partnership Fund and, or where such limited partner

holds himself out to be a general partner. For the purposes of

these regulations, the term "limited partner", wherever it occurs

in these regulations, shall be deemed to refer to all limited

partners of the Special Limited Partnership Fund, be it one or

more than one limited partners;

"Partnership Agreement" means

the

Partnership

Agreement referred to in regulation 8;

"register" shall have the same meaning assigned to it in

regulation 7;

"register of partners" means a register that is maintained

by the Special Limited Partnership Fund at its principal office

and the purpose thereof is to list the full names and addresses of

the partners together with an indication of who is a general

partner and who is a limited partner;

"representation"

shall

include

legal

and

judicial

representation;

"Special Limited Partnership Fund" means the Special

Limited Partnership Fund as referred to in regulations 4 and 5.

Wherever in these regulations a right or obligation is placed on

the Special Limited Partnership Fund, it shall be construed as

meaning that the legal representation of such right or obligation

shall be vested in the general partner acting on behalf of the

Special Limited Partnership Fund.

(2)

Words and expressions used in these regulations which

are also used in the Act but which are not defined herein shall have the

same meaning assigned to them in the Act.

The Malta Financial Services Authority shall be the

designated competent authority in Malta for the purposes of Special

Limited Partnership Funds and shall carry out the functions and duties

as the competent authority for all purposes of these regulations.

(1)

A Special Limited Partnership Fund is a collective

investment scheme established in terms of these regulations and

formed by means of a Partnership Agreement, and shall consist of two

(2) or more partners, at least one (1) of which shall be a general partner

and at least one (1) of which shall be a limited partner. A Special

Limited Partnership Fund shall not have a separate legal personality,

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shall have a partnership name and shall additionally be constituted and

registered as provided in these regulations

Provided that a collective investment scheme may only

be established as a Special Limited Partnership Fund if it is licensed,

recognised by, notified to, or otherwise regulated by the competent

authority

Provided further that a Special Limited Partnership Fund

shall be deemed to have come into existence once it is duly registered

by the competent authority in the register.

(2)

A Special Limited Partnership Fund shall not have legal

personality separate and distinct from that of its partners and shall

accordingly not be the subject of rights and obligations, it is not

capable of owning and holding property under any title at law and of

suing or be sued in its own name.

(1)

A Special Limited Partnership Fund shall consist

of

(a)

one (1) or more general partners

(i)

who are admitted to the Special Limited

Partnership Fund as general partners in accordance with

the Partnership Agreement;

(ii)

at least one (1) of whom is a commercial

partnership registered in Malta and formed in terms of

the Companies Act;

(iii) who shall be jointly and severally liable for

all debts attributable to the Special Limited Partnership

Fund without limitation, provided that no action shall lie

against any of the general partners unless the property

attributable to the Special Limited Partnership Fund has

first been discussed; and

(iv) each of whom shall satisfy such eligibility

and other criteria and requirements as are applicable to

such general partner in terms of the Act, any regulations,

including these regulations, Investment Services Rules

and, or the Partnership Agreement; and

(b)

one (1) or more limited partners who

(i)

are admitted to the Special Limited

Partnership Fund as limited partners in accordance with

the Partnership Agreement;

(ii)

upon

entering

the

Special

Limited

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Partnership Fund, contribute, or agree to contribute to the

capital thereof in accordance with the Partnership

Agreement;

(iii) subject to regulations 6(4), 14(2), 15(1)

and 21(2), shall not be liable for any debts attributable to

the Special Limited Partnership Fund beyond the amount

so contributed or agreed to be contributed in accordance

with the Partnership Agreement; and

(iv) satisfy such eligibility and other criteria

and requirements as may be applicable to them in terms

of the Act, any regulations, including these regulations,

Investment Services Rules and, or the Partnership

Agreement.

(2)

Subject to sub-regulation 1(a)(ii), any person, including a

limited liability company, may be a partner, whether general or

limited, in a Special Limited Partnership Fund.

(3)

The assets attributable to the Special Limited Partnership

Fund shall be deemed to constitute a distinct patrimony, separate from

the assets of the general partner or limited partner

Provided that for the avoidance of any doubt, where the

same partner acts as partner for more than one (1) Special Limited

Partnership Fund, each Special Limited Partnership Fund shall be

deemed to constitute a distinct patrimony, separate from the assets of

any other Special Limited Partnership Fund.

(4)

Creditors of the general partner or of the limited partner

shall have no recourse against the assets attributable to the Special

Limited Partnership Fund.

(1)

Subject to the provisions of sub-regulations (3)

and (4), a Special Limited Partnership Fund may be designated by any

name, but such name shall end with the words "Special Limited

Partnership Fund" or its abbreviation "SLPF" or "S.L.P.F.".

(2)

(a)

A person carrying on any business in Malta, other

than through a Special Limited Partnership Fund or a partner therein,

shall not in any way or manner describe itself or himself or so hold

itself or himself out or reasonably be understood to indicate, or use any

name which indicates or may reasonably be understood to indicate that

it or he is, or is carrying on business through a Special Limited

Partnership Fund or, as the case may be, a partner therein.

(b)

Without prejudice to paragraph (a), an

undertaking which is validly established under the laws of a

country other than Malta with a name which includes "Special

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Limited Partnership Fund" or its abbreviation "SLPF" or

"S.L.P.F.", or a partner therein, lawfully carrying on business in

Malta, shall not be deemed to be in breach of paragraph (a)

simply by reason of the fact that it uses and carries on such

business under the name by which such undertaking is so

validly established in its country of registration or, as the case

may be, describes himself as a partner in such undertaking with

such name.

(3)

A Special Limited Partnership Fund shall not be

established by a name which

(a)

is the same as the name of another commercial

partnership registered under the Companies Act, or so nearly

similar that, in the opinion of the competent authority, could

create confusion;

(b)

is the same as the name of a Special Limited

Partnership Fund or so nearly similar that, in the opinion of the

competent authority, could create confusion; or

(c)

is in the opinion of the competent authority

offensive or otherwise undesirable

Provided that the competent authority shall notify

without delay the person requesting such applicable name of any

refusal under this sub-regulation

Provided further that in applying paragraph (c), the

competent authority shall have regard to the protection of the names of

individuals who are not connected in any way with the said Special

Limited Partnership Fund.

(4)

The name of a limited partner or a distinctive part thereof

may not form part of the name of the Special Limited Partnership

Fund

Provided that a limited partner who knowingly allows his

name or a distinctive part thereof to be used in the name of a Special

Limited Partnership Fund shall be liable as a general partner.

The competent authority shall establish a register of all

Special Limited Partnership Funds. This register, which shall be

publicly available, shall also include the following information and

shall be updated on a regular basis

(a)

the name of the Special Limited Partnership Fund;

(b)

the principal office in Malta of the Special

Limited Partnership Fund; and

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(c)

the name of the general partner, be it one (1)

general partner or more than one (1) such partner, and the

address of the said general partner.

(1)

A Special Limited Partnership Fund shall not be

validly constituted unless a Partnership Agreement is entered into in

writing and signed, as provided in these regulations.

(2)

The Partnership Agreement shall be in the form of a

written agreement and shall be signed by at least the first general

partner or, if more than one (1), by the first general partners, and by at

least the first limited partner or, if more than one (1), by the first

limited partners.

(3)

The Partnership Agreement shall be binding upon the

partners and their assigns, and upon subsequent partners in the same

manner as if those subsequent partners had themselves signed the same

Partnership Agreement.

(4)

A Partnership Agreement shall expressly contain the

following matters

(a)

the name of the Special Limited Partnership Fund;

(b)

that the Special Limited Partnership Fund is one

constituted in accordance with these regulations;

(c)

the name and residence, or registered office of the

general partner or, if more than one of each of the general

partners;

(d)

the principal office in Malta of the Special

Limited Partnership Fund;

(e)

the period, if any, fixed for the duration of the

Special Limited Partnership Fund, and where no such period is

fixed, a statement to that effect;

(f)

the objectives for which the Special Limited

Partnership Fund is being set up;

(g)

where the contribution of a general partner or a

limited partner is satisfied by the provision of assets other than

cash, the method of valuation of such assets;

(h)

where the partner acts as a partner for more than

one (1) Special Limited Partnership Fund, provisions on how

the patrimony of the Special Limited Partnership Fund are

being kept distinct;

(i)

the investment policy of the Special Limited

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Partnership Fund;

(j)

the distribution policy, if any, of the income of the

Special Limited Partnership Fund;

(k)

the date of the closing of the accounts of the

Special Limited Partnership Fund;

(l)

the dissolution of the Special Limited Partnership

Fund, including the way assets are to be distributed upon

dissolution, without prejudice to the requirements set out in

regulation 30;

(m)

the procedure for the issue of units to participants;

(n)

the procedure for the redemption of units and the

conditions under which redemptions may be carried out or

suspended;

(o)

the method of valuation of the Special Limited

Partnership Fund’s assets;

(p)

the generally accepted accounting principles and

practices being adopted by the Special Limited Partnership

Fund in accordance with Investment Services Rules issued in

this respect by the competent authority;

(q)

the accounting currency of the Special Limited

Partnership Fund;

(r)

certain procedures in relation to the auditor, which

shall at least include the following

(i)

his appointment and reappointment in

relation to the Special Limited Partnership Fund;

(ii)

the filling of casual vacancies in the office

of auditor;

(iii)

the fixing of his remuneration; and

(iv)

his removal and resignation;

(s)

the law governing the Partnership Agreement

which, for the avoidance of doubt, need not be Maltese law; and

(t)

any other matter which the competent authority

may, by Investment Services Rules issued for this purpose

require.

(5)

The Partnership Agreement may also provide for any of

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the following matters

(a)

the procedure for the amendment to the

Partnership Agreement, in the absence of which any

amendments in relation thereto shall be made in accordance

with regulation 9 of these regulations;

(b)

without prejudice to regulation 10(1), whether the

administration and representation of the Special Limited

Partnership Fund is to be exercised by the general partners

jointly or jointly and severally; and, or

(c)

the extension of the period, if any, fixed for the

duration of the Special Limited Partnership Fund.

(6)

A true copy of the Partnership Agreement shall be

submitted to the competent authority as part of the authorisation

process of the Special Limited Partnership Fund. Upon receipt thereof,

the Authority shall register the Partnership Agreement in its records

Provided that the competent authority shall not register

the Partnership Agreement unless it is satisfied that the said

Partnership Agreement complies with the requirements of these

regulations and any Investment Services Rules.

(1)

Unless otherwise provided in the Partnership

Agreement, any alteration or addition to the Partnership Agreement

shall only be made in writing with the unanimous consent of the

partners

Provided that, unless otherwise provided in the

Partnership Agreement, an alteration consisting in a change of

registered office in Malta of the Special Limited Partnership Fund,

shall only require the consent of the general partner vested with the

administration or representation of the Special Limited Partnership

Fund.

(2)

The Special Limited Partnership Fund shall immediately

notify the competent authority of any change in any of the matters

contained in the Partnership Agreement, specifying the date of the

change and the details of the change

Provided that the competent authority shall not register

the changes relating to matters enshrined in sub-regulation (4) of

regulation 8 in its records unless it is satisfied that the said changes

comply with the requirements of these regulations and any Investment

Services Rules.

(3)

Where the change in the Partnership Agreement consists

of the replacement of a general partner by a new general partner or the

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appointment of any additional general partner, the notification to the

competent authority under sub-regulation (2) shall specify the name

and residence of the new general partner.

(4)

Any alteration or addition to the Partnership Agreement

in respect of any of the following matters shall not take effect with

respect to third parties, unless and until these are publicly available on

the competent authority’s register

(a)

the name of the Special Limited Partnership Fund;

(b)

the principal office in Malta of the Special

Limited Partnership Fund; and

(c)

the replacement of a general partner or the

appointment of an additional general partner to the Special

Limited Partnership Fund.

(5)

Where the Partnership Agreement expressly caters for a

fixed duration of a Special Limited Partnership Fund, and where the

intention is to extend such duration beyond the period initially fixed,

the said Special Limited Partnership Fund shall, notwithstanding that

provision in the Partnership Agreement, notify the competent authority

of the extension of the period of duration, at least fifteen (15) days

before the expiry date of the Partnership Agreement. Such Agreement

shall be amended to reflect the said extension by not later than ten (10)

days before the said expiry date.

(1)

The administration and representation of a Special

Limited Partnership Fund shall vest in the general partners severally

unless the Partnership Agreement provides that such administration

and representation shall vest in such general partners jointly or jointly

and severally

Provided that without prejudice to sub-regulations (3) to

(6) of regulation 11, the Partnership Agreement may contain

provisions relating to the manner in which the representation of the

Special Limited Partnership Fund is to be exercised by the general

partners, including restrictions on the powers of representation of any

general partner, and the Partnership Agreement may also provide that

the limited partners shall have the right to participate in decisions

relating to the vesting or removal of powers of administration and

representation of the Special Limited Partnership Fund in or from the

general partners

Provided further that without prejudice to the joint or

several powers of administration and representation of the general

partners as provided above in this sub-regulation, the said general

partners vested with the administration and representation of the

Special Limited Partnership Fund may by power of attorney authorise

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any one (1) of the general partners or any other person, including a

limited partner, to represent the Special Limited Partnership Fund in

any particular case and, or for any particular purpose.

(2)

Legal proceedings by or against a Special Limited

Partnership Fund, including proceedings to enforce a foreign judgment

or arbitral award by or against the Special Limited Partnership Fund,

shall only be instituted by or against the general partners vested with

the administration and representation of the Special Limited

Partnership Fund and, subject to the provisions of sub-regulations (3)

and (4), and in all cases, without prejudice to the provisos to sub-

regulation (1), a limited partner shall not be a party to or named in

such proceedings or exercise such judicial representation.

(3)

The provisions of sub-regulation (2) are without

prejudice to the right of any person to join or otherwise institute

proceedings against a limited partner

(a)

who is liable for any debt attributable to the

Special Limited Partnership Fund pursuant to regulations 6(4),

14(2), 15(1) or 21(2);

(b) who holds himself out as being a general partner

pursuant to regulation 15(1); or

(c) to obtain payment of his contribution or

repayment of any amount pursuant to regulation 21(2).

(4)

A limited partner may, with leave of the court applied by

means of an application, institute proceedings on behalf of a Special

Limited Partnership Fund if

(a) the general partner has, without good cause, failed

or refused to do so; and

(b) the failure or refusal is oppressive to the limited

partner or is prejudicial to his interests as a limited partner.

(1)

A Special Limited Partnership Fund may not be

bound in favour of third parties except by a partner acting in the name

of the Special Limited Partnership Fund and having the representation

of the Special Limited Partnership Fund either by virtue of the

Partnership Agreement or by operation of law, including by virtue of a

power of attorney as referred to in the second proviso to regulation

10(1).

(2)

Where any such partner has acted as provided for in sub-

regulation (1), the Special Limited Partnership Fund shall be bound

even though it derives no benefit.

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(3)

Notwithstanding anything contained in the Partnership

Agreement relating to the manner in which the representation of the

Special Limited Partnership Fund is to be exercised, anything done by

the partners vested with the administration and representation of a

Special Limited Partnership Fund which exceeds the limits of their

authority or by any partner vested with such administration and

representation which is beyond his powers, shall be binding on the

Special Limited Partnership Fund unless that act exceeds the powers

granted to the partners vested with the administration and

representation or to such partner so vested, as the case may be, by

virtue of these regulations.

(4)

Any limitation on the powers of the partners vested with

the administration and representation of a Special Limited Partnership

Fund or of any such partner shall not be relied on as against third

parties independently of whether that limitation, published or not,

arises from the Partnership Agreement or from a decision of the

partners.

(5)

Where an act of the Special Limited Partnership Fund

falls outside the Special Limited Partnership Fund’s objectives, the

Special Limited Partnership Fund shall not be bound if it proves that,

when the act was done, the third party knew that it was outside the

Special Limited Partnership Fund’s objectives or the third party could

not in view of the circumstances have been unaware thereof

Provided that the publication of the Partnership

Agreement and of any subsequent changes to the matters stated therein

shall not in itself be sufficient to prove that the third party knew, or

could not have been unaware, that the act was outside the Special

Limited Partnership Fund’s objectives.

(6)

Notwithstanding the provisions of these regulations or of

the Partnership Agreement relating to the formalities of the

appointment of a partner vested with the administration and

representation of a Special Limited Partnership Fund and to his

qualification, any irregularity concerning the appointment of such a

partner raised after the completion of the publication of his

appointment shall not be relied upon by the Special Limited

Partnership Fund as against third parties unless the Special Limited

Partnership Fund proves that such parties were aware of the

irregularity at the relevant time. Third parties who were not aware of

such irregularities at the relevant time may rely on that irregularity as

against the Special Limited Partnership Fund.

Any return, notice or other communication to the

competent authority required to be delivered or made by a Special

Limited Partnership Fund under any provision of these regulations or

the Investment Services Rules shall be deemed to be required to be

done by the partners vested with the administration and representation

PARTNERSHIP FUNDS)

of the Special Limited Partnership Fund, and where and for so long as

there is no general partner in the Special Limited Partnership Fund

capable or willing to act within the prescribed time for delivery or

making of such return, notice or other communication, the same may

also be delivered or made by any limited partner.

(1)

Unless otherwise provided in the Partnership

Agreement, a general partner of a Special Limited Partnership Fund

shall not, without the express consent of the other partners or as

otherwise expressly provided in the Partnership Agreement

(a) carry on business on own account or on account of

others in competition with the Special Limited Partnership

Fund;

(b) be a partner with unlimited liability in another

commercial partnership or another Special Limited Partnership

Fund, or a director in a company which is in competition with

the Special Limited Partnership Fund;

(c) deal in any manner with any property attributable

to the Special Limited Partnership Fund or with rights

attributable to the Special Limited Partnership Fund in any such

property, for any purpose other than a purpose of the Special

Limited Partnership Fund; or

(d) admit a person as a partner in the Special Limited

Partnership Fund otherwise than in accordance with the

Partnership Agreement.

(2)

If a partner acts in contravention of the provisions of sub-

regulation (1), the other partners may, at their discretion, either take

action for damages and interest against the offending partner or

demand payment of any profit made by him in violation of the relevant

prohibition.

(3)

The provisions of this regulation shall be without

prejudice to any other remedy which the other partners may have

against a general partner for breach of duty.

(4)

The provisions of this regulation or any other provisions

of these regulations shall also be without prejudice to any other duties,

fiduciary or otherwise, which may be incumbent upon a general

partner or to which a general partner may be subject by virtue of the

Partnership Agreement or by virtue of any laws, regulations, rules of

the competent authority or any condition of any licence or other

authorisation, which may be applicable to such general partner.

(5)

Save as otherwise expressly provided in these regulations

or in the Partnership Agreement, decisions of the general partners

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related to the business of the Special Limited Partnership Fund shall be

taken by a simple majority of the general partners entitled to

participate in the decision.

(6)

Where a general partner transacts business on behalf of

the Special Limited Partnership Fund, this shall be expressly declared

in the transaction.

(1)

A limited partner shall not perform any act of

administration nor transact business on behalf of the Special Limited

Partnership Fund, and shall not transact the business of, sign or

execute documents for or otherwise bind the Special Limited

Partnership Fund, except by virtue of a power of attorney given for

specified acts or transactions or otherwise as provided and in the

circumstances contemplated in regulation 28(2).

(2)

A limited partner who acts or purports to act in

contravention of the provisions of sub-regulation (1) shall be liable as

if he were a general partner in respect of all debts incurred as a result

of his so acting.

(3)

A limited partner shall not be deemed to have acted in

contravention of the provisions of sub-regulation (1) by reason only of

any one (1) or more of the following circumstances

(a)

he is an employee, agent, or contractor of the

Special Limited Partnership Fund or of a general partner

thereof;

(b)

he acts as an officer, employee, or shareholder of a

corporate general partner of the Special Limited Partnership

Fund, or acts as a partner of a general partner of the Special

Limited Partnership Fund;

(c)

he consults with and advises a general partner of

the Special Limited Partnership Fund as to the business of the

said Special Limited Partnership Fund;

(d)

he investigates, reviews, approves, or is advised

as to the accounts or affairs of the Special Limited Partnership

Fund;

(e)

he exercises any right or power conferred on

limited partners by these regulations or any right or power

conferred on limited partners by the Partnership Agreement;

(f)

he approves or disapproves an amendment to the

Partnership Agreement;

(g)

he participates in or requests the appointment or

removal of an auditor of the Special Limited Partnership Fund;

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(h)

he calls, convenes, requests, attends, participates

in, or votes as a limited partner in any meeting of the partners;

(i)

he participates in the appointment or removal of

any person to serve or serving on any board or committee of the

Special Limited Partnership Fund or of a general partner

thereof;

(j)

without prejudice to the generality of paragraph

(i), he appoints or removes a representative to any advisory

committee of the Special Limited Partnership Fund and, or

undertakes such representative’s actions in that capacity;

(k)

he acts as surety or guarantor of, or provides

security for the obligations undertaken by, the Special Limited

Partnership Fund;

(l)

he lends money to, borrows money from or enters

into transactions with the Special Limited Partnership Fund;

(m) he approves or vetoes a type of investment or

particular investment to be made by the Special Limited

Partnership Fund;

(n)

he exercises a right to opt into or out of any

investment to be made by the Special Limited Partnership

Fund;

(o)

he approves or vetoes any valuation of the Special

Limited Partnership Fund’s investments;

(p)

he approves or vetoes any conflict of interest

relating to the Special Limited Partnership Fund or its business

or any partner in the Special Limited Partnership Fund.

(4)

The provisions of sub-regulation (3) shall not be

construed as meaning that, if a limited partner exercises any other

right, power, or function, he has necessarily, by reason of that fact

alone, acted in contravention of the provisions of sub-regulation (1).

(5)

A limited partner may, subject to the provisions of the

Partnership Agreement and as and to the extent provided therein, but

without prejudice to any rights granted to him by virtue of these

regulations

(a) inspect the books of the Special Limited

Partnership Fund;

(b) with such assistance as may reasonably be

required of the general partner, examine and inquire into the

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state and prospects of the business of the Special Limited

Partnership Fund, and advise the partners thereon;

(c) request and obtain true and full information of all

things affecting the Special Limited Partnership Fund; and

(d)

request and obtain a formal account of the affairs

of the Special Limited Partnership Fund whenever

circumstances render it just and reasonable.

(1)

A person, including a limited partner, who holds

himself out as being a general partner of the Special Limited

Partnership Fund shall be held liable unlimitedly and jointly and

severally with the general partners for all the obligations contracted by

the said Special Limited Partnership Fund while he so holds himself

out.

(2)

Without prejudice to regulation 6(4), the inclusion in the

name of the Special Limited Partnership Fund of the name of a person

who is not a general partner shall be taken into account by the court in

determining whether such person is holding himself out as being a

general partner.

(1)

A person shall cease to be limited partner of a

Special Limited Partnership Fund

(a) upon the valid and absolute assignment of the

whole of his interest in the Special Limited Partnership Fund;

or

(b) at such time and, or upon the occurrence of such

event as may be so specified in the Partnership Agreement.

Such cessation shall be evidenced by means of an entry to that

effect in the register of partners.

(2)

The fact that a person has ceased to be a limited partner

shall not relieve him of any liability arising under regulations 6(4),

14(2), 15(1) and 21(2).

(3)

The fact only that a person ceases to be a limited partner

shall not constitute a change or amendment to the Partnership

Agreement.

(4)

Unless the Partnership Agreement otherwise provides

and subject to the provisions of regulation 18 of these regulations, in

the event of death or dissolution or other cessation of existence of a

limited partner, the Special Limited Partnership Fund shall continue

with the heirs or other relevant successors in title to the respective

interests of such limited partner in the Special Limited Partnership

Fund.

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(5)

When a person ceases to be a limited partner in a Special

Limited Partnership Fund in the cases referred to in sub-regulation

(1)(b), such person shall have such rights as to liquidation of his

interests in the Special Limited Partnership Fund and other rights to

assets of the Special Limited Partnership Fund, and at such time or

times, and shall be subject to such obligations, as may be provided for

in the Partnership Agreement.

(1)

A person shall, subject to the provisions of the

Partnership Agreement, cease to be a general partner of a Special

Limited Partnership Fund, upon the occurrence of any of the following

events

(a) his resignation, retirement, removal or expulsion

in accordance with the requirements, if any, of the Partnership

Agreement;

(b) in the case of a natural person his bankruptcy,

death or legal incapacity or interdiction; or

(c) in the case of a general partner which is a body

corporate, the dissolution thereof.

Such cessation shall be evidenced by means of an entry

to that effect in the register of partners.

(2)

Notwithstanding the provisions of regulation 9(2), in the

event of the cessation of a person as a general partner of a Special

Limited Partnership Fund, howsoever such cessation has occurred, it

shall be the duty of the Special Limited Partnership Fund to notify the

competent authority of such fact within fourteen (14) days of such

cessation or from the date that the Special Limited Partnership Fund

became aware thereof, whichever is the later

Provided that, without prejudice to the obligation under

this sub-regulation, in the cases referred in sub-regulation (1)(a), it

shall also be the duty of the person ceasing to be a general partner to

notify the competent authority of such cessation within fourteen (14)

days of the said cessation.

(3)

In the cases referred in sub-regulation (1)(b) and (c), the

curator or other person having similar functions with respect to the

estate of the bankrupt general partner, the heirs or other relevant

successors to the estate of the deceased general partner, the guardian,

tutor or other person having similar functions with respect to the estate

of the incapacitated or interdicted general partner, or the liquidator,

directors, general partners or equivalent body or persons charged with

the responsibility of the administration of the affairs of the dissolved

general partner after its dissolution, as the case may be, shall have a

duty to inform the Special Limited Partnership Fund of the respective

PARTNERSHIP FUNDS)

event mentioned in such sub-regulation (1)(b) or (c) as soon as

possible and in no case later than ten (10) days following the

happening thereof

Provided that, notwithstanding the provisions of

regulation 9(2), a notification to this effect shall also be made to the

competent authority within fourteen (14) days of the happening of the

respective event mentioned in sub-regulation (1)(b) or (c) or from the

date when such person became aware thereof, whichever is the later.

(4)

A general partner shall not be relieved of any obligation

under these regulations until such time as the notice of cessation is

notified to the competent authority. Nothing in the foregoing shall

affect the continued liability of a general partner in terms of law for his

obligations arising whilst he was a general partner and until the

registration of the notice of cessation as aforesaid.

Subject to the provisions of the Partnership Agreement, a

Special Limited Partnership Fund shall allow any number of partners

to become limited partners in the Special Limited Partnership Fund. A

person shall not be admitted as a limited partner in a Special Limited

Partnership Fund except

(a)

in accordance with the provisions of the

Partnership Agreement and subject to any prior approval by the

Special Limited Partnership Fund required for such admission

in terms of the Partnership Agreement and, or pursuant to

regulation 5(1)(b)(iv); and

(b)

by the execution of an agreement in writing with

the Special Limited Partnership Fund and, or with such other

partners as required by the Partnership Agreement.

Such admission shall be evidenced by the entry of the

details of the new limited partners in the register of partners.

(1)

Subject to the provisions of the Partnership

Agreement

(a)

the interest of a limited partner shall be assignable

in whole or in part;

(b)

an assignment by a limited partner of his interest

in the Special Limited Partnership Fund or any part thereof

(i)

shall not dissolve the Special Limited

Partnership Fund;

(ii) shall not be valid unless made in writing

and in accordance with other requirements, if any, of the

Partnership Agreement and these regulations, including,

PARTNERSHIP FUNDS)

without limitation, any prior approval by the Special

Limited Partnership Fund required for such assignment

in terms of the Partnership Agreement and regulation

5(1)(b)(iv);

(iii) shall not, unless and until the assignee is

admitted to the Special Limited Partnership Fund as a

limited partner in accordance with the provisions of

regulation 18, entitle the assignee to become or to

exercise any right or power of a limited partner;

(iv) shall upon the assignee being admitted to

the Special Limited Partnership Fund as a limited partner

in accordance with the provisions of regulation 18,

entitle the assignee to the rights and powers and, subject

to sub-paragraph (v), render him subject to the

restrictions and obligations, including any obligation to

make contributions to the capital of the Special Limited

Partnership Fund, to which the assignor was entitled or

subject in respect of the interest assigned immediately

before the assignment, and simultaneously the assignor

shall no longer be entitled to exercise those rights and

powers and, shall be discharged from those restrictions

and obligations;

(v)

shall not relieve the assignor of any

liability arising under regulations 6(4), 14(2), 15(1), or

21(2);

(c)

a limited partner, upon the valid and absolute

assignment of the whole of his interest in the Special Limited

Partnership Fund and the admission of the assignee as a limited

partner in accordance with the provisions of regulation 18, shall

cease to be a limited partner and to be entitled to exercise any

right or power of a limited partner.

(2)

The agreement or instrument of assignment in writing

referred to in sub-regulation (1)(b)(ii) or an authentic copy thereof

shall be delivered by the assignor or the assignee to the Special

Limited Partnership Fund simultaneously with or as soon as possible

after the execution thereof unless the Special Limited Partnership

Fund is also party to it.

(3)

The admission of the assignee as a limited partner and

the assignment of an interest in the Special Limited Partnership Fund

between an assignee and an assignor shall be effective on the date

when the requirements and conditions for the admission of the

assignee as a limited partner referred to in regulation 18 and the

requirements of sub-regulation (1)(b)(ii) and (2) have been satisfied or,

PARTNERSHIP FUNDS)

if later, the date agreed to between the assignor and the assignee in the

agreement or instrument of assignment, and in such latter case the

assignee shall be admitted to the Special Limited Partnership Fund

with effect from such later date.

(1)

Subject to the provisions of the Partnership

Agreement and of sub-regulation (2), the general partner may

indemnify any partner from and against all or any claims, demands,

debts and other liabilities whatsoever, and may also purchase and

maintain for any partner insurance against any such liability as

aforesaid.

(2)

The general partner shall not however indemnify any

partner against any liability which, by virtue of any provision of the

law, would attach to him in respect of negligence, default or breach of

duty or otherwise of which he may be guilty in relation to the Special

Limited Partnership Fund

Provided that a general partner may indemnify any such

partner against any liability incurred by him in defending any

proceedings in which judgment is given in his favour or in which he is

acquitted

Provided further that nothing in this sub-regulation shall

be construed as preventing or restricting any partner from personally

obtaining insurance cover against any such liability.

(1)

A general partner or the person appointed

pursuant to the first proviso to regulation 25(4) shall not, on

dissolution or otherwise of the Special Limited Partnership Fund, make

any payment, from the capital attributable to the said Special Limited

Partnership Fund, to any limited partner representing a return of any

part of his contribution to the Special Limited Partnership Fund unless,

at the time of and immediately following the making of the payment,

the Special Limited Partnership Fund is solvent.

(2)

Where the Special Limited Partnership Fund is insolvent

at the time of or immediately following the making of any such

payment, or in the event of insolvency of the Special Limited

Partnership Fund within a period of six (6) months immediately

following the time of making such payment, the payment shall, for a

period of one (1) year from the date of its receipt by the limited

partner, be repayable by him to the extent necessary to discharge any

debt of the Special Limited Partnership Fund incurred at a time when

his contribution formed part of the assets of the Special Limited

Partnership Fund.

(3)

Subject to the provisions of sub-regulations (1) and (2), a

limited partner may demand the return of his contribution

PARTNERSHIP FUNDS)

(a) on the dissolution of the Special Limited

Partnership Fund; or

(b) at such time or upon the occurrence of such event

or events as may be specified in the Partnership Agreement.

(4)

A limited partner may, notwithstanding the nature of his

contribution, demand and receive only money in return, unless

(a)

the Partnership Agreement provides otherwise; or

(b)

all partners agree otherwise.

(5)

Any reference, however expressed, to the receipt by a

partner of a payment shall include a reference to the release of any

debt owed by him and forming part of the assets of the Special Limited

Partnership Fund, including any obligation on his part to make a

contribution to the capital of the Special Limited Partnership Fund,

and accordingly any reference in sub-regulation (2) to the making of a

repayment by a partner shall be deemed to include a reference to the

due performance by him of the debt or obligation.

(6)

For the purposes of these regulations the expression

"solvent" means that the Special Limited Partnership Fund is able to

pay the debts attributable to it, other than debts described in regulation

30(1)(c)(ii) to (v), in full, as they fall due, out of the assets of the

Special Limited Partnership Fund without recourse to the separate

assets of the general partner not contributed to the Special Limited

Partnership Fund; and the expression "insolvent" shall be construed

accordingly.

(7)

A distribution of any assets of a Special Limited

Partnership Fund to a limited partner shall be deemed to be a return of

contribution for the purposes of the provisions of sub-regulation (1), to

the extent that the distribution reduces the value of his share in the

assets of the Special Limited Partnership Fund, calculated on the basis

of the value of the net assets of the Special Limited Partnership Fund,

below the value of the amount contributed or agreed to be contributed

by him.

(8)

The provisions of this regulation shall be subject to the

provisions of regulation 30.

Without prejudice to regulations 21 and 30, no

distributions of capital or profits shall be made to the partners if at the

time or as a result of such distributions, the Special Limited

Partnership Fund would be insolvent.

(1)

Without prejudice to regulations 21 and 22, every

act transferring property, whether corporeal or incorporeal, including

PARTNERSHIP FUNDS)

any rights of action and any renunciation of an acquired prescription,

and every obligation incurred or other act made by a Special Limited

Partnership Fund which is insolvent or which becomes insolvent as a

result of such act or obligation, and which is made under a gratuitous

title for the purpose of defrauding the creditors of the Special Limited

Partnership Fund, shall be null and void as regards the body of

creditors, of whatever kind they may be, even though the parties

interested be in good faith.

(2)

Every act of the same kind and every obligation made or

incurred under an onerous title may be annulled if there be fraud also

on the part of the party interested.

(3)

Any such act or obligation shall be deemed to be

fraudulent as regards the party interested, if it is proved that such party

knew of the insolvency of the Special Limited Partnership Fund,

whether already existing at the time of the act or obligation or resulting

from such act or obligation, or of the existence of circumstances giving

rise to such insolvency.

A general partner acting on behalf of the Special Limited

Partnership Fund may establish one (1) or more companies or other

structures of a corporate or unincorporate nature for the purpose of

investing and holding assets on behalf of the Special Limited

Partnership Fund in accordance with the Partnership Agreement.

(1)

A general partner shall maintain, on behalf of the

Special Limited Partnership Fund, the following or a copy thereof at

the principal office of the said Special Limited Partnership Fund

(a)

the Partnership Agreement and every amendment

thereof;

(b)

a register of partners showing their full names and

addresses together with an indication of who is a general or a

limited partner;

(c)

the capital account of each limited partner

showing whichever of the following is applicable in relation to

such limited partner

(i)

the amounts and dates of his contributions;

(ii)

the amounts agreed to be contributed and

the times at which or events upon which the

contributions are to be made;

(iii) the amounts and dates of any payments

representing a return of his contributions or any part

thereof;

PARTNERSHIP FUNDS)

(iv) where an agreement or obligation to make

a contribution is released in whole or in part, the amount

and the date of such release;

(d)

where applicable, any report on any non-cash

contribution;

(e)

its accounting records;

(f)

the minutes of all meetings of the general partners

relating to the Special Limited Partnership Fund;

(g)

a copy of any documents filed from to time to

time with the competent authority.

(2)

All documents or copies of documents required by sub-

regulation (1) to be kept at the principal office shall, subject to the

provisions of the Partnership Agreement, be available for inspection

by any partner during normal business hours.

(3)

The documents mentioned in sub-regulation (1)(b) and

(c) shall constitute prima facie evidence of the matters specified

therein.

(4)

Any accounting records which a Special Limited

Partnership Fund is required by this regulation to keep shall be

preserved by it for a period of ten (10) years from the date on which

they are made

Provided that in case of a dissolution of the Special

Limited Partnership Fund, the accounting records and the documents

of the Special Limited Partnership Fund shall be kept by a person

appointed for that purpose by the majority of the general partners

before dissolution, and such records and documents shall be kept for

the remaining period of the ten (10) years referred to in this sub-

regulation

Provided further that the appointment of such person

shall be notified to the competent authority by the person so appointed

within fourteen (14) days from the said appointment.

(5)

Any duty imposed by these regulations to allow

inspection, or to furnish a copy of the documents to be kept by the

general partner or the person appointed pursuant to the first proviso of

sub-regulation (4) shall, irrespective of the medium in which such

documents are maintained, be construed as a duty to allow inspection,

or to furnish a copy, of such documents in legible form.

(1)

Every Special Limited Partnership Fund shall

maintain proper accounting records which shall be

PARTNERSHIP FUNDS)

(a)

sufficient to manifest and explain the Special

Limited Partnership Fund’s transactions;

(b)

such as to disclose with reasonable accuracy, at

any time, the Special Limited Partnership Fund’s financial

position at that time;

(c)

such as to enable the general partner to ensure that

the Special Limited Partnership Fund’s balance sheet and profit

and loss account are prepared properly and in accordance with

generally accepted accounting principles and practice, and in

accordance with any relevant enactment or regulations for the

time being in force in Malta, including regulations and

Investment Services Rules;

(d)

such as to contain day to day entries of all sums of

money received and expended by the Special Limited

Partnership Fund and the matters in respect of which the receipt

and expenditure takes place;

(e)

such as to contain a record of the assets and

liabilities of the Special Limited Partnership Fund.

(2)

The general partner of every Special Limited Partnership

Fund shall prepare for each accounting period individual accounts

comprising the balance sheet as at the last day of the accounting period

to which they refer, the profit and loss account for that period, the

notes to the accounts and any other financial statements which may be

required by generally accepted accounting principles and practice.

These documents shall constitute a composite whole.

(3)

The individual accounts of a Special Limited Partnership

Fund shall give a true and fair view of the Special Limited Partnership

Fund’s assets, liabilities, financial position and profit or loss.

(4)

The individual accounts of a Special Limited Partnership

Fund shall be drawn up in accordance with, and shall be in compliance

with, these regulations, the provisions of the Act, in so far as collective

investment schemes are concerned, and, or Investment Services Rules.

(5)

Where the application of the provisions of these

regulations, the applicable provisions of the Act, in so far as collective

investment schemes are concerned and, or Investment Services Rules

referred to in sub-regulation (4), would not be sufficient to give a true

and fair view within the meaning of sub-regulation (3), additional

information shall be given.

(6)

Where in exceptional cases the application of a provision

of these regulations, or of an applicable provision of the Act, or

Investment Services Rules referred to in sub-regulation (4), is

PARTNERSHIP FUNDS)

incompatible with the obligation for the individual accounts to give a

true and fair view, that provision shall be departed from in order to

give a true and fair view. Any such departure shall be disclosed in the

notes to the accounts together with an explanation of the reasons for it

and a statement of its effect on the assets, liabilities, financial position

and profit or loss.

(7)

Articles 13 to 18 and 21 of the Commercial Code shall

not apply to Special Limited Partnership Funds.

(8)

At the end of each financial year of the Special Limited

Partnership Fund, it shall be sufficient for the general partner to submit

to the competent authority the annual accounts, as defined in the

Companies Act, of the Special Limited Partnership Fund for the

respective accounting period, together with any other financial

statements and any other returns in terms of the Investment Services

Rules.

(9)

At the end of each financial year of the Special Limited

Partnership Fund, the balance sheet and profit and loss account of the

Special Limited Partnership Fund together with the report of the

general partner and the report of the auditor shall be made available to

each limited partner within one (1) week from the filing thereof to the

competent authority.

(1)

The general partner shall appoint an auditor for

the Special Limited Partnership Fund for a term as agreed to between

the general partner and the auditor.

(2)

Any clause included in the Partnership Agreement which

in any way restricts the choice of the general partner, pursuant to sub-

regulation (1), to certain categories or lists of statutory auditors or

audit firms, shall be considered to be null and void.

(3)

The appointed auditor shall at all times adhere to the

rules on independence and professional ethics set out in the Code of

Ethics and any other regulations, directives or guidelines issued from

time to time in terms of the Accountancy Profession Act.

(4)

The auditor of a Special Limited Partnership Fund shall

have a right of access at all times to the Special Limited Partnership

Fund’s accounting records and shall be entitled to require from the

partners such information and explanations as such auditor deems

necessary for the performance of his duties as auditor.

(5)

A partner of a Special Limited Partnership Fund shall

furnish the Special Limited Partnership Fund’s auditor with statements

that are, and information that is, accurate, true, not misleading and not

deceptive.

PARTNERSHIP FUNDS)

(6)

The Special Limited Partnership Fund’s auditor shall be

entitled to attend any meeting of the Special Limited Partnership Fund

where material decisions may be taken, and such auditor shall have the

right to be heard with respect to business which concern him as

auditor.

(7)

(a)

The remuneration of the auditor appointed by the

general partner shall be agreed to between the auditor and the general

partner and shall also include sums paid in respect of expenses

Provided that the remuneration of an auditor appointed

by the court shall be fixed by the court itself.

(b)

The amount of remuneration attributed to the

Special Limited Partnership Fund’s auditor shall be clearly

stipulated in the notes to the accounts. In addition, the notes to

the accounts shall also list separately the total fees charged by

the auditor for

(i)

other assurance services;

(ii)

tax advisory services; and

(iii)

other non-audit services.

(8)

Notwithstanding anything contained in the Partnership

Agreement, the general partner may, at any time, remove an auditor

from office before the expiration of the term pursuant to sub-

regulation (1)

Provided that an auditor may only be removed from

office as aforesaid if there is a proper ground for dismissal

Provided further that divergence of opinions on

accounting treatments or audit procedures shall not constitute a proper

ground for dismissal.

(9)

Where a general partner removes an auditor, the said

general partner shall within fourteen (14) days give notice thereof to

the competent authority.

(10) Nothing in this regulation shall be construed as depriving

an auditor, removed under these provisions, of compensation for

damages payable to him in respect of the termination of his

appointment as auditor or of any appointment terminating with that of

the auditor.

(11) An auditor of a Special Limited Partnership Fund who

has been removed shall have, notwithstanding his removal, the rights

conferred by sub-regulation (6) in relation to any meeting of the

Special Limited Partnership Fund where material decisions may be

PARTNERSHIP FUNDS)

taken

(a)

until such time as his term of office would have

expired had he not been removed; or

(b)

at which it is proposed to fill the vacancy caused

by his removal

Provided that in such a case the references in sub-

regulation (6) to matters concerning the auditor as auditor shall be

construed as references to matters concerning him as a former auditor.

(12) Without prejudice to the notification obligations in terms

of article 17 of the Accountancy Profession Act, an auditor of a

Special Limited Partnership Fund may resign his office by giving

notice in writing to that effect to the general partner of the Special

Limited Partnership Fund

Provided that the said notice shall not be effective unless

it is accompanied by a statement of the auditor highlighting any

circumstances connected with his ceasing to hold office or, if he

considers that there are no such circumstances, a statement that there

are none

Provided further that if the auditor feels that the

circumstances leading to his resignation should be brought to the

attention of the limited partners and, or creditors of the Special

Limited Partnership Fund, he shall forthwith include such

circumstances in the said statement.

(13) An effective notice of resignation shall operate to bring

the auditor’s term of office to an end as of the date on which the notice

is notified to the general partner or on such later date as may be

specified therein.

(14) Where the statement contains circumstances which the

auditor requests to be brought to the attention of the limited partners

and, or creditors of the Special Limited Partnership Fund, the said

Special Limited Partnership Fund shall within fourteen (14) days of

the deposit of the statement either

(a)

send a copy of it to the persons concerned; or

(b)

submit an application to the court for an order that

there are grounds of sufficient gravity to warrant that the

statement should not be circulated.

(15) Where the Special Limited Partnership Fund submits an

application to the court, the court shall notify the auditor of the

application and shall hear both parties before making a decision on the

PARTNERSHIP FUNDS)

Special Limited Partnership Fund’s application.

(16) Unless the auditor receives notice of such an application

before the end of the period of twenty-one (21) days beginning with

the day on which he deposited the statement, he shall within a further

seven (7) days send a copy of the statement to the competent authority.

(17) If the court is satisfied that the auditor is using the

statement to secure needless publicity for defamatory matter

(a)

it shall direct that copies of the statement need not

be sent out; and

(b)

it may further order the Special Limited

Partnership Fund’s costs on the application to be paid in whole

or in part by the auditor, notwithstanding that he is not a party

to the application;

and the Special Limited Partnership Fund shall within

fourteen (14) days of the court’s decision send to the persons

mentioned in sub-regulation (14)(a), a statement setting out the

effect of the order.

(18) If the court is not so satisfied, the Special Limited

Partnership Fund shall within fourteen (14) days of the court’s

decision

(a)

send copies of the statement to the persons

mentioned in sub-regulation (14)(a); and

(b)

notify the auditor of the court’s decision, and the

auditor shall within seven (7) days of receiving such notice

send a copy of the statement to the competent authority.

(1)

A Special Limited Partnership Fund shall be

dissolved upon the occurrence of any of the following events

(a)

upon the happening of any event specified in the

Partnership Agreement;

(b)

upon the date fixed for its duration in the

Partnership Agreement, if any, unless a return or notice of its

extension is notified to the competent authority in terms of

regulation 9(2) or (3) not less than fifteen (15) days before the

date so fixed;

(c)

upon the written agreement of all partners that the

Special Limited Partnership Fund shall be dissolved;

(d)

if there is no general partner for a period of six (6)

months, or if there is no commercial partnership admitted as a

PARTNERSHIP FUNDS)

general partner pursuant to regulation 5(1)(a)(ii) for a period of

six (6) months;

(e)

if there is no limited partner for a period of six (6)

months.

(2)

Where no general partner remains, the limited partners

may, for the said period of six (6) months, appoint one of their number

or any other person for the performance of acts of ordinary

administration and any limited partner or other person appointed

pursuant to the provisions of this sub-regulation shall not incur any

liability which would otherwise be incurred under these regulations for

performing acts of ordinary administration during the said six (6)

month period.

(3)

Subject to the provisions of the Partnership Agreement

and paragraphs (a), (d) and (e) of sub-regulation (1) and without

prejudice to paragraph (c) of sub-regulation (1), a Special Limited

Partnership Fund shall not be dissolved by any change in the limited

partner or general partner, or by the bankruptcy, insolvency, death,

retirement, removal, resignation, legal incapacity or interdiction or

dissolution of any limited partner or general partner whether an

individual, partnership, company or other body corporate.

(4)

Upon the dissolution of a Special Limited Partnership

Fund its affairs shall, unless otherwise stated in the Partnership

Agreement and unless a liquidator has been appointed by the Court

under regulation 29(2) or by the partners, the affairs of a Special

Limited Partnership Fund shall be wound up by the general partners.

(1)

The court may order the dissolution of a Special

Limited Partnership Fund on the application of any partner or creditor

or on the application of the competent authority if in its opinion

(a)

the Special Limited Partnership Fund is insolvent;

(b)

the business of the Special Limited Partnership

Fund has been suspended for an uninterrupted period of twelve

(12) months

Provided that for the avoidance of doubt, there

would not be deemed to be a suspension of business for the

purposes hereof by reason only of the fact that the business of

the Special Limited Partnership Fund is of its nature passive;

(c)

the affairs of the Special Limited Partnership

Fund are being conducted in a manner which is oppressive to

any of the limited partners or prejudicial to their interests as

limited partners or is calculated to affect adversely the carrying

on of the business of the Special Limited Partnership Fund;

PARTNERSHIP FUNDS)

(d)

the affairs of the Special Limited Partnership

Fund are being conducted in such manner as to defraud

creditors or in an unlawful manner;

(e)

there has been persistent default by the Special

Limited Partnership Fund or by any general partner thereof in

complying with the requirements of these regulations or any

applicable provisions under the Act or Investment Services

Rules;

(f)

there are grounds of sufficient gravity to warrant

the dissolution.

(2)

Upon the making of an order under sub-regulation (1) for

the dissolution of the Special Limited Partnership Fund or at any time

thereafter, the court may make such other orders in relation to the

dissolution as it thinks fit and proper in the circumstances, including

an order for the appointment of one or more liquidators to wind up the

Special Limited Partnership Fund’s affairs and distribute its assets.

Upon the dissolution of a Special Limited Partnership

Fund, the assets shall be distributed in the following order

(a)

firstly, to creditors other than partners, to the

extent otherwise permitted by law, in satisfaction of debts

attributable to the Special Limited Partnership Fund, according

to their priority and ranking as regulated by law;

(b)

secondly, to limited partners who are creditors and

who are not also general partners, to the extent otherwise

permitted by law, in satisfaction of debts attributable to the

Special Limited Partnership Fund other than debts described in

paragraph (c), according to their priority and ranking as

regulated by law;

(c)

finally, subject to the provisions of the Partnership

Agreement, to partners as follows

(i)

firstly, to limited partners for the return of

their contributions or, where appropriate, for the release

of their obligations to make contributions;

(ii)

secondly, to limited partners for their share

of the profits on their contribution;

(iii) thirdly, to general partners other than for

capital and profits;

(iv)

fourthly, to general partners in respect of

capital;

PARTNERSHIP FUNDS)

(v)

finally, to general partners in respect of

profits.

(1)

Unless the context otherwise requires and unless

otherwise provided in Investment Services Rules issued by the

competent authority applying specifically to Special Limited

Partnership Funds, any rules and regulations applicable in general to

collective investment schemes and their managers and custodians,

shall also apply to Special Limited Partnership Funds and their service

providers.

(2)

For the better carrying out of the provisions of these

regulations the competent authority may from time to time issue and

publish Investment Services Rules which shall be binding on Special

Limited Partnership Funds and any other persons as may be specified

therein.

(1)

Without prejudice to any other power assigned to

the competent authority under the Act, these regulations or any other

law, where a person falling within the scope of these regulations fails

to comply with any provisions of these regulations or any rules issued

thereunder which further implement these regulations, the competent

authority may, by notice in writing, impose on such person an

administrative penalty and other administrative measures in

accordance with article 16A of the Act.

(2)

A right of appeal to the Financial Services Tribunal, as

established by article 21 of the Malta Financial Services Authority

Act, shall lie from the decisions which the competent authority shall

take under these regulations and the provisions of article 19 of the Act

shall apply mutatis mutandis.

(1)

Title V of Part I of Book Second, Title X of Part II

of Book Second and Title III of the Second Schedule of the Civil Code

shall not apply to Special Limited Partnership Funds and to property

16. held therein.

(2)

For the avoidance of any doubt, the provisions of the

Civil Code (Second Schedule) (Register of Beneficial Owners –

Associations) Regulations shall apply mutatis mutandis to Special

Limited Partnership Funds.