S.L. 370.19 Art. 2Interpretation.

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

"the Act" means the Investment Services Act; "cross border merger" means a merger:

(a) between a Maltese UCITS and a UCITS established in another Member State or EEA State; or

(b) between two UCITS established in other Member States or EEA States into a newly constituted UCITS established in Malta; or

(c) between two UCITS established in Malta into a newly constituted UCITS established in another Member State or EEA State; "depositary" means an institution entrusted with the duties of a depositary in terms of the UCITS Directive and includes a depositary licensed in accordance with the Act; "domestic merger" means a merger:

(a) between two or more UCITS established in Malta; or

(b) between two or more UCITS established in Malta where at least one of the UCITS has notified the competent authority that it intends to market its units in another Member State or EEA State pursuant to the Investment Services Act (Marketing of UCITS) Regulations; "feeder UCITS" means a UCITS or subfund thereof which has been approved to invest at least eighty-five per cent of its assets in units of another UCITS or subfund thereof in terms of the UCITS Directive; "Implementing Directive" means Commission Directive 2010/ 42/EU of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards certain provisions concerning fund mergers, master-feeder structures and notification procedure; "the Regulation" means Commission Regulation (EU) No.583/ 2010, specifying the form and contents of key investor information; "key investor information" shall have the same meaning as is assigned to it in the Investment Services Rules for Retail Collective Investment Schemes;

"management company" means a company authorised by its supervisory authority within the meaning of Article 6 of the UCITS Directive and the regular business of which is the management of UCITS; "Maltese UCITS" means:

(a) an investment company, a partnership en commandite or a limited partnership with its registered office and head office situated in Malta and licensed in terms of the Act;

(b) where the UCITS is constituted as a common fund, a UCITS domiciled in Malta in terms of the Investment

Services Act (Contractual Funds) Regulations, and licensed in terms of the Act;

(c) where the UCITS is established as a unit trust, a unit trust whose proper law is the law of Malta;

"master UCITS" means a UCITS which:

(a) has, among its unit-holders, at least one feeder UCITS;

(b) is not itself a feeder UCITS; and

(c) does not hold units of a feeder UCITS; "merger" means an operation by two or more UCITS in accordance with one of the merger techniques provided for in regulation 3, and which may be a cross-border merger or a domestic merger as herein defined;

"Registrar of Companies" shall mean the Registrar appointed in terms of article 400 of the Companies Act; "UCITS" means undertakings for collective investment in transferable securities which are harmonized in accordance with the UCITS Directive, or a subfund of such undertaking, and includes an open ended investment company or a unit trust to which the UCITS Directive applies; "UCITS Directive" means Directive 2009/65/EC of the European Parliament and of the Council of the 13th July, 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (recast);

(2) Words and expressions used in the Act shall, in these regulations, have the same meaning as in the Act.

(3) In addition to the requirements set out in these regulations, the provisions of Title I and Title II of Part VIII of the Companies

Act shall apply to UCITS established as limited mutatis mutandis liability companies or partnerships or limited en commandite partnerships within the meaning of the Companies Act insofar as they are not inconsistent with the provisions of these regulations, and -

(a) any reference to a "company being acquired" shall be construed as referring to the "merging UCITS";

(b) any reference to "acquiring company" shall be construed as referring to the "receiving UCITS";

(c) any reference to "shareholders" shall be construed as referring to "unit holders";

(d) in the case of a merger by formation of a new UCITS as described in regulation 3(1)(a):

(i) any reference to "merging companies" shall be construed as referring to the "merging UCITS";

(ii) any reference to "the new company" shall be construed as referring to the "receiving UCITS";

(iii) any reference to "commercial partnerships to be substituted" shall be construed as referring to the "merging UCITS"; and

(iv) any reference to "the new commercial partnership" shall be construed as reference to the "receiving UCITS";

(e) any reference to "commercial partnership being acquired" shall be construed as referring to the "merging UCITS"; and

(f) any reference to the "acquiring commercial partnership" shall be construed as referring to the "receiving UCITS":

Provided that:

(i) notwithstanding the provisions of Title I of Part VII of the Companies Act, in the case of UCITS

established in Malta in the form of a partnership, a merger may only take place between UCITS established as partnerships or en comandite limited partnerships;

(ii) for the purposes of articles 338 (1) and 350 of the Companies Act, the Registrar of Companies shall only register the documents indicated therein after the necessary regulatory approvals for the merger have been obtained from the competent authority in terms of these regulations or from the European regulatory authority, in terms of the UCITS Directive, as the case may be;

(iii) where the Maltese UCITS is established as a limited liability company, the provisions of articles 344(2) and (3), 345(2) and (6), 348, 349, 351, 353, 356, 358 and 359 of the Companies Act shall not apply; and

(iv) where the Maltese UCITS is established as a limited liability company, the provisions of the Cross-border Mergers of Limited Liability

Companies Regulations shall not apply. AUTHORISATION OF UCITS MERGERS