S.L. 370.32 Art. 2Interpretation.

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

"the Act" shall mean the Investment Services Act; "AIFMD" means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers, as may be amended from time to time;

"alternativeinvestmentfund"or"AIF"meansacollectiveinvestmentscheme, including the 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 the management of one or more AIFs; "central securities depository" or "CSD" shall have the same meaning as assigned to it in point (1) of Article 2(1) of Regulation

(EU) No 909/2014; "collective investment scheme" or "scheme" shall have the same meaning as that provided in the Act; "the competent authority" means the Malta Financial Services Authority established by the Malta Financial Services Authority Act;

"CRD" means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended from time to time, and includes any binding legal instruments, guidelines and other measures that have been or may be issued thereunder; "CRR" means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending Regulation (EU) No 648/2012, as amended from time to time, and includes any binding legal instruments, guidelines and other measures that have been or may be issued thereunder; "depositary" means an investment services licence holder that is licensed to provide depositary services to any collective investment scheme;

"depositary functions" means the functions which shall be carried out by a depositary in accordance with these regulations;

"depositary lite" means a depositary that is licensed to provide depositary services limitedly to collective investment schemes as referred to in regulation 4(3); "depositary services" means the investment services established in item 5(c) of the First Schedule of the Act; "Directive 2010/43/EC" means Commission Directive 2010/43/ EC of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards organisational requirements, conflicts of interest, conduct of business, risk management and content of the agreement between a depositary and a management company as may be amended from time to time and includes any implementing measures that have been or may be issued thereunder; "Directive 2006/73/EC" means Commission Directive 2006/73/ EC of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive as may be amended from time to time and includes any implementing measures that have been or may be issued thereunder;

"European depositary" means an entity established in a Member State other than Malta that is subject to the provisions of Article 21 of the AIFMD, as transposed in national law; "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 under the different provisions of the said Directive;

"Extraordinary Investor" means an investor which qualifies as an extraordinary investor in accordance with the Investment Services Rules; "financial instrument" means a financial instrument as specified in Section C of Annex I to Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments;

"fund manager" means the entity responsible for the discretionary investment management of the assets of a collective investment scheme and it shall include an AIFM and a UCITS management company; "home Member State" shall have the same meaning as assigned to it in paragraph (p) of Article 4(1) of the AIFMD with respect to an AIF, and that assigned to it in paragraph (q) of Article 4(1) of the AIFMD with respect to an AIFM; "IFD" means Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the prudential supervision of investment firms and amending Directives 2002/87/EC, 2009/65/EC, 2011/61/EU, 2013/36/EU, 2014/59/EU and 2014/65/EU, as amended from time to time, and includes any binding legal instruments, guidelines and other measures that have been or may be issued thereunder;

"IFR" means Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on the prudential requirements of investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/ 2014 and (EU) No 806/2014, as amended from time to time, and includes any binding legal instruments, guidelines and other measures that have been or may be issued thereunder; "investment services licence holder" means a person licensed in accordance with article 6 of the Act to provide any of the investment services established in the First Schedule to the Act; "Investment Services Rules" means the Rules issued by the competent authority pursuant to the provisions of the Act; "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; or

(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; or

(c) where the UCITS is established as a unit trust, a unit trust whose proper law is the law of Malta; "management body" shall mean the body with the ultimate decision-making authority in a management company or fund manager, investment company or depositary, comprising the supervisory and the managerial functions, or only the managerial function if the two functions are separated; "Member State" means a Member State of the European Union or an EEA State; "MIFID" means Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast), as amended from time to time, and includes any binding legal instruments, guidelines and other measures that have been or may be issued thereunder; "Professional Investor Fund" or "PIF" means a collective investment scheme which qualifies as a professional investor fund in accordance with the Investment Services Rules;

"Qualifying Investor" means an investor which qualifies as a qualifying investor in accordance with the Investment Services Rules;

"Regulation (EU) No. 231/2013" shall mean Commission Delegated Regulation (EU) No. 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision;

"Regulation (EU) No 909/2014" means Regulation (EU) No 909/ 2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012, as amended from time to time, and includes any binding legal instruments, guidelines and other measures that have been or may be issued thereunder; "UCITS" means undertakings for collective investment in transferable securities in terms of the UCITS Directive as defined herein;

"UCITS Directive" means Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (recast), as amended by Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014; "UCITS management company" means a management company authorised by a European regulatory authority or the competent authority and the regular business of which is the management of UCITS.

(2) Words and expressions which are also used in the Act shall have the same meaning as in the Act.

Part 2

General requirements applicable to depositaries of collective investment schemes