S.L. 370.24 Art. 12Third country AIFM licensed in Malta marketing EuropeanAIFsina Member State or EEA State other than Malta.

(1) A third country AIFM duly licensed in Malta may market to professional investors in a Member State or EEA State other than Malta, units or shares of a European AIF which it manages as soon as the conditions prescribed in this regulation are met:

Provided that, without prejudice to Article 43 of the AIFM Directive, AIFs managed and marketed by a third country AIFM shall be marketed only to professional investors.

(2) Where the third country AIFM duly licensed in Malta intends to market units or shares of the European AIF in any Member State or EEA State other than Malta, the third country AIFM shall submit a notification to the competent authority in respect of each European AIF that it intends to market. The notification shall comprise the documentation and information prescribed hereunder:

(a) a notification letter, including a programme of operations identifying the European AIFs which the third country AIFM intends to market and the information on where the European AIFs are established;

(b) the European AIF’s prospectus or equivalent rules or instruments of incorporation;

(c) identification of the depositary of the European AIF;

(d) a description of, or any information on the European AIF available to investors;

(e) information on where the master AIF is established if the European AIF is a feeder AIF;

(f) any additional information concerning the disclosure obligations prescribed in Investment Services Rules for each European AIF which the third country AIFM intends to market;

(g) the indication of the Member State or EEA State in which it intends to market the units or shares of the European AIF to professional investors;

(g) information on the arrangements made for the marketing of the European AIFs and, where relevant, information on the arrangements established to prevent units or shares of the European AIF from being marketed to retail investors, including in the case where the third country AIFM relies on activities of independent entities to provide investment services in respect of the European AIF: Provided that the notification letter by the third country AIFM referred to above shall be provided in a language customary in the sphere of international finance.

(3) The competent authority shall, within twenty working days from receipt of a complete notification pursuant to sub-regulation (2), transmit the complete notification file to the European regulatory authorities of the Member States or EEA States where the units or shares of the European AIF are intended to be marketed. The competent authority shall also enclose a statement to the effect that the third country AIFM concerned is licensed to manage AIFs with a particular investment strategy:

Provided that the statement referred to above shall be provided in a language customary in the sphere of international finance.

(4) The competent authority shall proceed with the transmission of the complete notification file pursuant to sub-regulation (3), only if the third country AIFM’s management of the European AIF complies and will continue to comply with the provisions of the AIFM Directive and if the third country AIFM otherwise complies with the provisions of the said Directive.

(5) Upon transmission of the notification file, the competent authority shall, without delay, notify the third country AIFM about the transmission. The third country AIFM may start marketing the European AIF in the relevant host Member State or EEA State as of the date of that notification.

(6) The competent authority shall also inform ESMA and the European regulatory authorities of the European AIFs that the third country AIFM may start marketing the units or shares of the European AIF in the host Member States or EEA State of the third country AIFM.

(7) The arrangements referred to in sub-regulation (2)(h) shall be subject to the laws of the host Member State or EEA State of the third country AIFM and to the supervision of the European regulatory authority therein.

(8) In the event of a material change to any of the particulars communicated in accordance with sub-regulation (2), the third country AIFM shall give written notice thereof to the competent authority at least one month prior to the implementation of such planned change, or immediately after an unplanned change has occurred.

(9) Where, pursuant to a planned change, the third country AIFM’s management of the European AIF would no longer comply with the provisions of the AIFM Directive, or the third country AIFM would otherwise no longer comply with the provisions of the AIFM Directive, the competent authority shall inform the third country AIFM without undue delay that it shall not implement the change.

(10) Where the third country AIFM proceeds with the implementation of the planned change, notwithstanding the notification received pursuant to sub-regulations (8) and (9), or if an unplanned change has taken place pursuant to which the third country AIFM’s management of the European AIF no longer complies with the provisions of the AIFM Directive or the third country AIFM otherwise no longer complies with the provisions of the AIFM Directive, the competent authority shall take all due measures in accordance with the provisions of the Act and any regulations made thereunder, including, if necessary, the express prohibition of marketing of the European AIF.

(11) If the changes are acceptable because they do not affect the compliance of the third country AIFM’s management of the European AIF with the provisions of the AIFM Directive, or the compliance by the third country AIFM with the provisions of the AIFM Directive, the competent authority shall, without delay, inform ESMA in so far as the changes concern the termination of the marketing of certain European AIFs or additional European AIFs marketed and, if applicable, the European regulatory authorities of the host Member State or EEA State of the third country AIFM of such changes. THIRD COUNTRY AIFMs HAVING MALTA AS MEMBER STATE OF REFERENCE AND MARKETING THIRD COUNTRY AIFs IN MALTA OR IN ANY MEMBER STATE OTHER THAN MALTA