S.L. 370.24 Art. 6Conditions for the marketing by a Maltese AIFM in Member State or EEA State, other thanMalta,ofthird country AIFs.

(1) Where a Maltese AIFM intends to market units or shares of a third country AIF in a Member State or EEA State other a than Malta, the Maltese AIFM shall submit a notification to the competent authority in respect of every third country AIF that it intends to market:

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

(2) The notification referred to in sub-regulation (1) shall comprise the following documentation:

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

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

(c) identification of the depositary of the third country AIF;

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

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

(f) any additional information concerning the disclosure obligations prescribed in Investment Services Rules for each third country AIF which the Maltese 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 third country AIF to professional investors;

(h) information on the arrangements made for the marketing of the third country AIF and, where relevant, information on the arrangements established to prevent units or shares of the third country AIF from being marketed to retail investors, including in the case where the Maltese AIFM relies on activities of independent entities to provide investment services in respect of the third country AIF:

Provided that the notification letter by the Maltese AIFM referred to above shall be provided in a language customary in the sphere of international finance.

(3) The competent authority shall, no later than twenty working days after the receipt of a complete notification filed pursuant to sub-regulation (2), transmit the complete notification file to the European regulatory authority of the Member State or EEA State where the third country AIF is intended to be marketed.

(4) The competent authority shall also enclose a statement to the effect that the Maltese AIFM concerned is authorised 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.

(5) The competent authority shall proceed with the transmission of the complete notification file only if the Maltese AIFM’s management of the third country AIF complies and will continue to comply with the provisions of the AIFM Directive and the Maltese AIFM otherwise complies with the provisions of the AIFM Directive.

(6) Upon transmission of the notification file, the competent authority shall, without delay, notify the Maltese AIFM thereof. The Maltese AIFM may start marketing the third country AIF in the host Member State or EEA State as from the date of such notification by the competent authority.

(7) The competent authority shall also inform ESMA that the Maltese AIFM may start marketing the units or shares of the third country AIF in the host Member State or EEA State of the Maltese AIFM.

(8) Arrangements referred to in sub-regulation (2)(h) shall be subject to the laws of the host Member State or EEA State of the Maltese AIFM and to the supervision of the European regulatory authority therein.

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

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

(11) Where the Maltese AIFM proceeds with the implementation of the planned change, notwithstanding the notification received pursuant to sub-regulations (9) and (10), or if an unplanned change has taken place pursuant to which the Maltese AIFM’s management of the third country AIF no longer complies with the provisions of the AIFM Directive or the Maltese 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 issued thereunder, including, if necessary, the express prohibition of marketing of the third country AIF.

(12) If the changes are acceptable because they do not affect the compliance of the Maltese AIFM’s management of the third country AIF with the provisions of the AIFM Directive, or the compliance by the Maltese 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 AIFs or additional AIFs marketed and, if applicable, the European regulatory authority of the host Member State or EEA State of the Maltese AIFM.

MALTESE AND EUROPEAN AIFMs MARKETING THIRD COUNTRY AIFs AND EUROPEAN FEEDER AIFs ONLY IN MALTA