S.L. 370.4 Art. 3Prospectus requirements for Malta based schemes.

(1) A Malta based scheme shall not offer any of its units to the public unless it has issued a prospectus which complies with these regulations and which is made available for inspection by the public.

(2) The contents of a prospectus shall comply with the licence conditions and, or such other requirements as the competent authority may, from time to time, establish.

(3) No prospectus shall be published, nor shall any amendments to a prospectus be made, by any Malta based scheme unless such prospectus and any amendments thereto, have been approved by the competent authority: Provided that Malta based schemes, which under regulations made under the Act are exempted from the requirement of a licence under article 4 of the Act, are prohibited from making any offer of any of its units to the public except with the prior approval of the competent authority which may impose such terms and conditions as it may deem appropriate:

Provided further that with effect from the 6th March, 2018 a Malta based scheme, other than a Malta based closed-ended scheme falling within the scope of Article 1 of the Directive, shall be exempt from obtaining the approval of the competent authority with respect to any non-material changes to its prospectus falling within the Schedule to these regulations, made following the issue of the licence under article 4 of the Act. Such exemption shall be automatically operative, but its applicability shall be subject to:

(i) a notification containing all the relevant changes made in writing to the competent authority and to investors within one week from the issue of the revised prospectus;

(ii) a notification in writing submitted to the competent authority confirming that all investors have been duly informed as indicated in sub-paragraph (i), within one week from the issue of the revised prospectus; and

(iii) the provision to the competent authority of an updated copy of the prospectus within one week from the issue of the revised prospectus.".

(4) The approval of the prospectus of a Malta based closed-ended scheme shall also meet the requirements of regulation 4.

(5) A prospectus shall be dated and signed by the persons who are responsible for its issue.

(6) The prospectus shall be made available to investors free of charge before they become committed to investing in the Malta based scheme. The essential elements of the prospectus shall be kept up to date.

(7) All advertising and publicity material comprising an offer to the public to purchase or subscribe for units in the Malta based scheme shall indicate that a prospectus is available and the place or places where the prospectus and any documents updating it may be obtained.

(8) Where the Malta based scheme is a company, a partnership or a limited partnership or other commercial en commandite partnership formed and registered under the laws of Malta, a signed copy of the prospectus shall be lodged with the Registrar of Companies prior to the issue of the form of application for the subscription of units. Such copy shall be signed by at least two directors or persons holding equivalent posts, or by one director and the company secretary, or by at least two persons duly authorised in writing by the Board of Directors for that purpose, in which case the Board authority or a certified true copy thereof, shall be lodged:

Provided that this sub-regulation shall not apply where the Malta based scheme is a special limited partnership fund established under the Investment Services Act (Special Limited Partnership

Funds) Regulations.