COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL) REGULATIONS

SUBSIDIARY LEGISLATION 386.02

COMPANIES ACT (INVESTMENT COMPANIES

WITH VARIABLE SHARE CAPITAL)

REGULATIONS

13th October, 2006

LEGAL NOTICE 241 of 2006, as amended by Legal Notices 425 of 2007,

361 of 2008, 214 of 2012, 165 of 2013, 18 of 2017, 293 of 2023 and 293 of

2025.

The title of these regulations is the Companies Act

(Investment Companies with Variable Share Capital) Regulations.

In these regulations, unless the context otherwise requires -

"Act" means the Companies Act;

"AIFM Directive" means Directive 2011/61/EU of the European

Parliament and of the Council of 8 June 2011 on Alternative

Investment Fund Managers and amending Directives 2003/41/EC

and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No

1095/2010, as amended from time to time, and includes any

implementing measures that have been or may be issued

thereunder;

"Alternative Investment Fund or AIF" means a collective

investment scheme, including sub-funds thereof, which raises

capital from a number of investors, with a view to investing it in

accordance with a defined investment policy for the benefit of

those investors, and which does not qualify as a UCITS Scheme in

terms of the UCITS Directive;

"base currency" means the currency in which a class of shares is

denominated;

"collective investment scheme" shall have the same meaning as

assigned to it by Article 2 of the Investment Services Act;

"the competent authority" means the competent authority under

the Investment Services Act;

"currency" means, in addition to the euro, any convertible

currency in terms of article 186 of the Act;

"fractional share" means a fraction of a whole share in any class

of shares issued by a SICAV;

"multi class company" means a SICAV falling within the terms

of regulation 5;

"multi fund company" means a SICAV falling within the terms of

regulation 7 and such a SICAV may also be referred to as an

umbrella company;

"Notified AIF" means an AIF which has been notified to the

Authority pursuant to the provisions of the Investment Services Act

(List of Notified AIFs) Regulations;

""Notified PIF" means a PIF which has been notified to the

competent authority for inclusion in the List of Notified PIFs and is

included in the List of Notified PIFs held by the competent authority in

terms of the Investment Services Act (Notified CISs) Regulations;

"professional investor fund" or "PIF" means a collective investment

scheme which qualifies as a professional investor fund in terms of the

Investment Services Rules issued under the Investment Services Act;

"SICAV" means an investment company with variable share

capital licensed, recognised, exempted or otherwise regulated in

terms of the Investment Services Act;

"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 implementing measures that have been or may be

issued thereunder.

(1) A SICAV may, if so authorised by its memorandum of

association, issue fractional shares up to such number of decimal

places, not being less than three, as shall be specified in the

memorandum of association, and under such terms and conditions

as may be stipulated therein.

(2) Fractional shares shall be automatically consolidated into a

whole share of the same class when the fractional shares held by

one shareholder become equal to a whole share.

(3) A fractional share shall carry no voting rights in general

meetings of the company.

Notwithstanding anything contained in the definition of

company secretary in article 2, and in article 138(3) of the Act, a

SICAV shall, with the written approval of the competent authority,

appoint to the office of company secretary, any person who may be

either an individual or otherwise.

(1) A SICAV may be constituted as a multi class company,

if in terms of its memorandum of association, its share capital is, or

is capable of being, divided into different classes of shares not

constituting any distinct sub-fund.

(2) A multi class company may, with the written approval of

the Competent Authority, issue a new class or classes of shares.

Such class or classes of shares shall not constitute a distinct sub-

fund or sub-funds of the company.

(3) Each class of shares in a multi class company may be

denominated in a different currency provided that a class of shares

may be denominated only in one currency.

(4) A multi class company may not elect for the segregation of

any of its assets and liabilities.

(1) A multi class company having its share capital

denominated in different currencies shall draw up its annual

accounts in any one of such currencies.

(2) The provisions of subregulation (1) shall mutatis mutandis

apply to the drawing up of any other reports or financial statements

which may be required under the Act or by the competent authority.

(3) For the purposes of subregulations (1) and (2), the

conversion from the base currency of a class of shares into the

currency in which the annual accounts of the multi class company

are to be drawn up shall be in accordance with generally accepted

accounting principles.

(1) A SICAV may be constituted as a multi fund company,

where in terms of its memorandum of association, its share capital

is, or is capable of being divided into different classes of shares

where one class or a group of classes of shares constitute a distinct

sub-fund of the company

Provided that the initial share capital may or may not be

organized in one or more sub-funds in terms of this regulation.

(2) A multi fund company may, with the written approval of the

competent authority, create and issue a new class or classes of

shares which may constitute a new sub-fund or be comprised in an

existing sub-fund or sub-funds of the company.

(3) A class or classes of shares constituting a sub-fund in a

multi fund company may be denominated in a different currency

provided that a class of shares may be denominated only in one

currency.

(4) For the purposes of this regulation, a "sub-fund" means the

distinct class or classes of shares constituting that sub-fund in a

multi fund company to which are allocated assets and liabilities

distinct from other assets and liabilities allocated to other sub-

funds in the same company.

(5) A multi-fund company opting for the segregation of assets

a n d l i a b i l i t i e s i n t e r m s o f r e g u l a t i o n 9 m a y, i n s p e c i f i c

circumstances as shall be prescribed by the competent authority in

the Investment Services Rules and subject to specific and

appropriate disclosure in the constitutional documents and the

offering memorandum or prospectus of the said Scheme, on behalf

of any of its sub-funds and whether by subscription or transfer,

acquire for consideration any shares of any of its other sub-funds,

and the provisions of article 84(6) of the Act shall not apply.

(6) Multi-fund companies performing the activities prescribed

in sub-regulation (5) prior to the coming into force thereof, shall

take all necessary measures to comply with the requirements

prescribed therein within six months from the date of publication

the coming into force thereof.

(7) For the better carrying out of sub-regulation (5), the

competent authority may issue Investment Services Rules in terms

of article 6(2)(b) of the Investment Services Act.

(1) A multi fund company having its share capital

denominated in different currencies shall draw up its annual

accounts in any one of such currencies.

(2) The directors of a multi fund company shall maintain

proper accounting records of the assets and liabilities of each sub-

fund in the base currency of any class of shares constituting that

sub-fund.

(3) The provisions of subregulation (1) shall mutatis mutandis

apply to the drawing up of any other reports or financial statements

which may be required under the Act or by the competent authority.

(4) For the purposes of subregulations (1) and (3), the

conversion from the base currency of a class of shares into the

currency in which the annual accounts of the multi fund company

are to be drawn up shall be in accordance with generally accepted

accounting principles.

(1) A multi fund company may in its memorandum of

association elect to have the assets and liabilities of each sub-fund

comprised in that company treated for all intents and purposes of

law as a patrimony separate from the assets and liabilities of each

other sub-fund of such company. Where a multi fund company

makes the election aforementioned the assets and liabilities of each

sub-fund of that multi fund company shall, for all intents and

purposes of law be deemed to constitute a patrimony separate from

the assets and liabilities of each other sub-fund of such a company.

(2)

(a) Save for such proportion of the liabilities of a multi

fund company which by virtue of the memorandum of

association of the company or by virtue of the terms of

issue of the shares constituting a sub-fund are, or are to

b e att r ib ut a b le t o, on e or mo r e s ub -f u nd s in t he

proportion established therein, the liabilities incurred

in respect of each sub-fund shall be paid out of the

assets forming part of its patrimony and the creditors

in respect thereof shall have no claim or right of action

against the other assets of the company, and the

following rules shall apply

(i)

proceedings in relation to the company shall

respect the legal status of each sub-fund as a

patrimony separate from the assets and

liabilities of each other sub-fund of the company

in terms of this regulation; and

(ii) proceedings under the Act shall apply mutatis

mutandis to the sub-fund as though it were a

distinct legal entity and with such modifications

as are necessary to accommodate the fact that

the sub-fund is not a company; and any

proceedings in relation to one sub-fund shall not

have any effect on the assets of any other sub-

fund of the company or of the company itself

Provided that, where a sub-fund which comprises a

separate patrimony in accordance with this

regulation is being wound up and where a

liquidator has been appointed, the liquidator shall

carry out his functions in accordance with the

provisions of the Act, and accordingly all the

powers of the directors and the company secretary

in respect solely of that sub-fund shall cease.

(iii) Repealed by Legal Notice 293 of 2025.

(b) "Proceedings" in this regulation refers to any

proceedings in terms of Title II of Part V and Part VI

of the Act.

(3) When a SICAV is established as a multi fund company and

elects to have the assets and liabilities of its sub-funds treated as

distinct patrimonies, the memorandum shall provide that the actual

value of the paid up share capital of any sub-fund shall be at all

times equal to the value of the assets of any kind of the particular

sub-fund after the deduction of such sub-fund’s liabilities and this

in lieu of what is stated in article 84(2)(c)(i) of the Act.

(4) The directors of a multi fund company shall hold or cause

to be held such separate records, accounts, statements and other

documents as may be necessary to evidence the liabilities and

assets of each sub-fund as distinct and separate from the assets and

liabilities of other sub-funds in the same company.

(5) These regulations shall have effect with respect to sub-

funds of multi fund companies established before the coming into

effect of these regulations, from the date of issue of the first shares

in the class or classes constituting a sub-fund.

(1) The provisions of article 73 of the Act shall apply to

SICAVs, other than SICAVs licensed by the competent authority as

Professional Investor Funds, as AIFs within the meaning of the

AIFM Directive, or as UCITS within the meaning of the UCITS

Directive, or notified to the competent authority as Notified AIFs or

Notified PIFs in terms of the Investment Services Act (Notified CISs)

Regulations, subject to the following variations, conditions and

modifications

(a) subarticles (1), (4) and (7) shall continue to apply

thereto;

(b) subarticle (2) shall apply thereto and be read as if for

the words therein "transferred to the company within

five years from the date the company is authorized to

commence business.", there were substituted the words

"transferred to the company before the company is

authorized to commence business.";

(c) subarticle (3) shall apply thereto and be read as if for

the words therein "transferred within five years from

the date of the decision to issue shares.", there were

substituted the words "transferred to the company not

later than the date of the issue of the shares.";

(d) subarticle (5) shall apply thereto and be read as if for

the words therein "correspond at least to the number

and nominal value, and, where applicable, to the

premium on the shares to be issued for them.", there

were substituted the words "at least correspond to the

net asset value of the shares to be issued for them.";

and

(e) subarticle (6) shall apply and be read as if for the

words therein "and in default, the Registrar shall

accordingly refuse to register the company or the

return of the allotments of the shares so issued, and, in

the latter case, the issue shall be considered null and

void.", there were substituted the words "and in

default, the Registrar shall accordingly refuse to

register the company and, in the case of a new issue,

the issue shall be considered null and void.".

(2) The provisions of article 73 of the Act shall apply to

SICAVs licensed by the competent authority as Professional

Investor Funds, as AIFs within the meaning of the AIFM Directive,

or as UCITS within the meaning of the UCITS Directive, or notified

to the competent authority as Notified AIFs or Notified PIFs in terms

of the Investment Services Act (Notified CISs) Regulations with the

following variations, conditions and modifications

(a) subarticles (1), (2), (3) and (7) shall continue to apply

thereto;

(b) subarticle (4) shall apply thereto and be read as if for

the words "by one or more experts who are

independent of the company and approved by the

Registrar." , these were substituted the words "in

accordance with Investment Service Rules issued for

that purpose by the competent authority from time to

time."; and

(c) subarticles (5) and (6) shall not apply thereto provided

that the "report" mentioned therein and in subarticle

(4) shall be drawn up in such manner and shall contain

such particulars as may be required by Investment

Service Rules issued for that purpose by the competent

authority.

The provisions of articles 186 and 187(1) of the Act shall

not apply to SICAVs constituted as multi fund or multi class

companies.

For the better carrying out of the provisions of these

regulations, the competent authority may issue Investment Service

Rules in terms of article 6(2)(b) of the Investment Services Act.

The provisions of article 120 of the Act shall not apply to a

SICAV and all notices of transfers or transmissions of securities

issued by a SICAV shall be given to the SICAV.

(1) The provisions of article 122 of the Act shall not apply

to a SICAV and the pledge of securities in a SICAV shall be subject

to the provisions of this regulation.

(2) Securities may, unless otherwise provided in the

memorandum or articles of the SICAV or under the conditions of

issue of those securities, be pledged by their holder in favour of any

person as security for an obligation. The pledge of securities shall

be constituted by means of an instrument in writing entered into

between the pledgor and the pledgee

Provided that in the case of a private SICAV, securities may

not be pledged unless the memorandum or articles of the SICAV

specifically so provide.

(3) Notice of the pledge shall be delivered by the pledgor or the

pledgee to the SICAV within fourteen days of the granting of the

pledge. The pledge of securities shall be recorded in the register of

the holders of the respective securities.

(4) The pledge of securities shall be effective in relation to a

third party only from the date of the recording of the pledge in the

register of the holders of the respective securities referred to in

subregulation (3)

Provided that the SICAV shall, upon a request in writing

made by a third party who may show an interest therein, disclose

whether a pledge of securities has been recorded in the register of

the holders of the respective securities, including the name of the

pledgor and the pledgee, the amount of securities pledged and the

date of the recording of the pledge.

(5) Saving the provisions of subregulation (4), during the

existence of a pledge of securities, any transfer or other assignment

of the pledged securities made by the pledgor, whether by onerous

or gratuitous title, shall be null and void

Provided that any such transfer or other assignment made

with the consent of the pledgee shall be valid and the securities to

be transferred or assigned shall continue to be subject to the

pledge.

(6) Notwithstanding the provisions of the Civil Code or of the

memorandum or articles of the SICAV, in the event of a default

under the agreement of pledge and upon giving notice by judicial

act to the pledgor and the SICAV, the pledgee shall be entitled to -

(i)

dispose of the securities which are pledged in his

favour; or

(ii) appropriate and acquire the securities himself; or

(iii) request the SICAV to purchase the pledged securitiesin

settlement of the debt due to him or of part thereof;

and for this purpose, the value of the securities which

are pledged shall be their current net asset value

Provided that in the case of a public SICAV the

memorandum or articles of which require any

shareholder wishing to transfer shares in the SICAV to

offer them on a pre-emptive basis to other

shareholders of the SICAV, the pledgee shall be

obliged, prior to the exercise of the rights granted by

this subregulation, to offer any such shares at their

current net asset value to those shareholders, which

offer shall be kept open for at least ten working days.

(7) In the case of a private SICAV, any restriction on the

transfer of shares by members resulting from the memorandum or

articles shall be deemed not to apply to the rights granted to the

pledgee in terms of subregulation (6)

Provided that the pledgee shall be obliged, prior to the

exercise of the rights granted by subregulation (6), to offer any

such shares at their current net asset value to other shareholders of

the SICAV in accordance with any pre-emption rights relating to

the transfer of shares as laid down in the memorandum or articles

of the SICAV, and, failing such pre-emption rights, to all other

shareholders of the SICAV in proportion to their holdings, which

offer shall be kept open for at least ten working days.

(8) In the exercise of his rights under this regulation, the

pledgee shall only dispose of, appropriate and acquire or request

the purchase of such number of securities as are needed to raise

sufficient proceeds to repay the debt due. All remaining securities

shall be released to the pledgor.

(9) It shall be lawful for the parties to an agreement of pledge

of securities to agree on the person or persons who shall exercise

all the rights belonging to the holder of securities including voting

rights and the right to receive income, dividends, interest or any

other payments due on such securities

Provided that, should the agreement between the parties not

make provision for such matters, all rights belonging to a holder of

securities shall, for the duration of the pledge, be exercised by the

pledgor until such time as he defaults under the agreement of

pledge or until the pledgee enforces his security; and in any such

case, upon giving notice by a judicial act to the pledgor and the

SICAV, all the rights belonging to the pledgor shall immediately

become exercisable by the pledgee;

Provided further that, unless the pledgor and the pledgee

have otherwise agreed in the pledge agreement and notice thereof

has been given to the SICAV, income, dividends, interests or any

other payments due on securities which are pledged shall, during

such time as the pledge is registered in the register of the holders of

the respective securities, be paid by the SICAV to the pledgee who

shall appropriate any such amounts received to the interest due on

the debt secured by the pledge, and, if there is an excess, to the

capital.

(10) Notice of termination of the pledge shall be delivered by

the pledgee to the SICAV within fourteen days of the termination of

the pledge. The termination of the pledge shall be recorded in the

register of the holders of the respective securities.

(11) (a) In the case of a pledge of securities in a public SICAV

which securities are listed and traded on a Maltese

regulated market and in respect of which arrangements

have been made for the maintenance by such regulated

market of the relevant register of the holders thereof,

the provisions of subregulations (3) to (7) and (10)

shall not apply to such listed and traded securities. The

following provisions shall apply instead

(i)

the pledgor or the pledgee shall deliver within

fourteen days of the granting of the pledge of a

listed and traded security a notice of the pledge

to the Maltese regulated market, which shall

also be served with a notice of termination of the

pledge by the pledgee within fourteen days of

the termination of the pledge;

(ii) the SICAV whose listed and traded securities

have been pledged shall also be notified of the

pledge and of its termination within the said

periods and the SICAV shall record that fact in

the register of the holders of the respective

securities;

(iii) such pledge of securities shall be effective in

relation to a third party only from the date of

delivery of the notice of the pledge to the

Maltese regulated market and any transfer or

other assignment made therefrom by the pledgor,

whether by onerous or gratuitous title, of the

pledged securities shall be null and void; and

(iv)

the pledgee shall, in the event of a default under

the agreement of pledge and upon giving notice

by judicial act to the pledgor, the Maltese

regulated market and the SICAV, have the

securities sold through a person duly licensed

under the Investment Services Act.

(b) In the case of a pledge of securities in a public SICAV

which are listed and traded on a regulated market other

than a Maltese regulated market, or on an equivalent

market in a non-Member State or non-EEA State, the

provisions of subarticles (3) to (7) and (10) shall not

apply and in the event of a default under the agreement

of pledge, the pledgee shall, upon notice in writing to

the pledgor and the SICAV have the shares sold

through a person duly authorised for this purpose.

(c) References in this regulation to the maintenance by a

regulated market including a Maltese regulated market

or an equivalent market as referred to in paragraphs (a)

and (b) of this regulation of the register of the holders

of the respective securities shall be deemed to include

a reference to the maintenance of the said register by a

duly authorised central securities depositary and the

delivery of the notices referred to in this regulation

shall be construed accordingly.

(1) It shall be lawful for a SICAV licensed by the competent

authority as a professional investor fund the units of which are held

solely by Qualifying investors and, or Extraordinary investors as

defined by Investment Services Rules issued by the competent

authority, AIFs the units of which are held solely by Qualifying,

Extraordinary and, or Professional investors as defined respectively by

Investment Services Rules issued by the competent authority, AIFs

notified to the competent authority as Notified AIFs the units of which

are held solely by Qualifying and, or Professional investors in

accordance with Part A of the Investment Services Act (Notified CISs)

Regulations and Notified PIFs the units of which are held solely by the

Qualifying investors and, or Professional investors in accordance with

Part B of the Investment Services Act (Notified CISs) Regulations, to

make a discount to an existing member who has committed by written

agreement with the SICAV to subscribe for any shares in the SICAV,

which discount shall be in consideration for such commitment,

provided that

(a) such discount shall apply exclusively to any

outstanding commitment arising under the above

mentioned agreement;

(b) authority therefor is given by the memorandum or

articles;

(c) the nature of the discount shall be disclosed in the

manner required by sub-regulation (3); and

(d) in no event shall the value of such shares issued at a

discount, be reduced to below the net asset value at the

time the member, to whom the discount is being

granted, first subscribed for the shares in terms of the

aforementioned agreement.

(2) If shares are issued at a discount which is in excess of that

permitted by this regulation, the holder thereof shall be bound to

pay the SICAV an amount equal to such excess, with annual

interest at the rate of two percentage points over the minimum bid

rate set by the European Central Bank for the main re-financing

operations of the Eurosystem.

(3) The conditions specified in sub-regulation (1) shall be

clearly disclosed in the prospectus and any other offering document

issued by the SICAV.

(4) To the extent that these regulations are inconsistent with the

provisions of article 84(9) of the Act, these regulations shall

prevail.

(1) Without prejudice to the provisions of article 84 of the

Act, an issue of shares by a SICAV for a cash consideration which

is subject to full payment by a settlement date shall be deemed to

be a lawful issue of fully paid up shares, provided that the

following conditions are satisfied

(a) the SICAV is authorised to issue shares in such manner

by its memorandum or articles of association;

(b) the settlement date and terms of payment are clearly

disclosed in the prospectus and any other offering

document issued by the SICAV; and

(c) the person acquiring the shares undertakes in writing

to pay the full subscription price by not later than the

settlement date.

(2) Where payment for the shares is not effected by the

settlement date, the SICAV shall forthwith cancel such shares

retrospectively as from the date of issue, and the subscriber shall be

informed accordingly.

(3) Where the SICAV fails to comply with sub-regulation (2),

any member of the SICAV may apply to the court for an order that

such shares are to be cancelled.

(4) For the purposes of this regulation the term ‘settlement

date’ shall mean the date, as determined by the prospectus or any

other offering document issued by the SICAV, by which payment of

the full subscription price needs to be received by the SICAV. Such

settlement date shall not exceed the number of days that shall be

established in terms of Investment Services Rules issued by the

competent authority.

The competent authority may issue Investment Service

Rules in terms of article 6(2)(b) of the Investment Services Act, to

establish transitional arrangements in relation to SICAVs already

set up prior to the coming into force of these regulations and in this

regard to impose any relevant conditions and regulate any related

documents, as it may deem appropriate.