S.L. 370.21 Art. 2Interpretation.

(1) In these regulations, unless the context otherwise requires:

"the Act" means the Investment Services Act;

"Alternative Investment Fund" or "AIF" means a collective investment scheme, including subfunds 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; "Alternative Investment Fund Manager" or "AIFM" means a legal person whose regular business is managing one or more AIFs; "the 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 may be issued thereunder; "competent authority" means the Malta Financial Services Authority established by the Malta Financial Services Authority Act, which body shall also carry out the duties as competent authority for all purposes of the AIFM Directive;

"durable medium" means any instrument, which enables a client to

*see regulation 1(2) of these regulations as originally promulgated. store information addressed personally to that client in a way accessible for future reference, for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored;

"ESMA" means the European Securities and Markets Authority established by Regulation (EU) No. 1095/2010 of the European Parliament and of the Council of the 24 November 2010; "established" means:

(a) in relation to an AIF, the place where the AIF is authorised or registered or if the AIF is not authorised or registered, the place where the AIF has its registered office;

(b) in relation to an AIFM, the place where the AIFM has its registered office;

"European AIF" means:

(a) an AIF which is authorised or registered in a Member State or EEA State, including Malta, under the applicable national law;

(b) an AIF which is not authorised or registered in a Member State or EEA State but has its registered office and, or head office in a Member State or EEA State including Malta;

"European AIFM" means an AIFM which has its registered office in a Member State or EEA State other than Malta;

"European AIFM home Member State or EEA State" means the Member State or EEA State other than Malta, in which the European AIFM has its registered office; "European AIFM host Member State or EEA State" means:

(a) a Member State or EEA State, other than the home Member State or EEA State, in which a European AIFM manages European AIFs; or

(b) a Member State or EEA State, other than the home Member State or EEA State, in which a European AIFM markets units or shares of a European AIF;

"European regulatory authority" means the body or bodies designated by a Member State or an EEA State other than Malta in accordance with Article 44 of the AIFMD to carry out the duties provided for in the AIFM Directive; "feeder AIF" means an AIF which:

(a) invests at least 85% of its assets in units or shares of another AIF hereinafter referred to as the master AIF;

(b) invests at least 85% of its assets in more than one master AIFs where those master AIFs have identical investment strategies; or

(c) has otherwise an exposure of at least 85% of its assets to such a master AIF; "home Member State of the AIF" means:

(a) the Member State or EEA State in which the AIF is authorised or registered under applicable national law, or in case of multiple authorisations or registrations, the Member State or EEA State in which the AIF has been authorised or registered for the first time; or

(b) if the AIF is neither authorised nor registered in a Member State or EEA State, the Member State or EEA State in which the AIF has its registered office and, or head office;

"Maltese AIFM" means an AIFM which is licensed in terms of the Act and which has its registered office in Malta;

"Maltese AIFM host Member State or EEA State" means:

(a) a Member State or EEA State, other than Malta, in which a Maltese AIFM manages European AIFs; or

(b) a Member State or EEA State, other than Malta, in which a Maltese AIFM markets units or shares of a European AIF; "master AIF" means an AIF which a feeder AIF invests in or has an exposure in accordance with the definition of "feeder AIF"; "managing AIFs" means performing at least investment management functions referred to in point 1(a) or (b) of Annex I of the AIFM Directive for one or more AIFs; "marketing" means a direct or indirect offering or placement at the initiative of the AIFM or on behalf of the AIFM of units or shares of an AIF that it manages to or with investors domiciled or with a registered office in the European Union; "pre-marketing" means provision of information or communication, direct or indirect, on investment strategies or investment ideas by the AIFM or on its behalf, to potential professional investors domiciled or with a registered office in the Member State or EEA State in order to test their interest in an AIF or a compartment which is not yet established, or which is established, but not yet notified for marketing in accordance with regulations 3, 4 and 5, in that Member State or EEA State where the potential investors are domiciled or have their registered office, and which in each case does not amount to an offer or placement to the potential investor to invest in the units or shares of that AIF or compartment; "professional investor" shall have the meaning assigned to "professional client" in the Investment Services Rules or an investor who has opted to be treated as a professional client in terms of said Rules; "retail investor" means an investor who is not a professional investor; "third country" means a country which is not a Member State or an EEA State; "third country AIF" means an AIF which is not a European AIF; "Tribunal" means the Financial Services Tribunal established in terms of the Malta Financial Services Authority Act;

"the UCITS Directive" means Council Directive 85/611/EEC of 20 December 1985 on the co-ordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), as amended from time to time, and includes any implementing measures that may be issued thereunder.

(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 as in the Act.

(3) In the event that any of these regulations conflict with the provisions of the AIFM Directive, the latter shall prevail. MARKETING OF UNITS OR SHARES OF EUROPEAN AIFs BY MALTESE AIFMs TO PROFESSIONAL INVESTORS IN MALTA