Various Amendments to the Investment Services Rulebooks in the Context of EuVECA and EuSEF Regulations

Circular
Triq l-Imdina, Zone 1 Central Business District, Birkirkara CBD 1010 +356 2144 1155 communications@mfsa.mt www.mfsa.mt Various Amendments to the Investment Services Rulebooks in the Context of EuVECA and EuSEF Regulations

1. Purpose
   The purpose of this Circular is to communicate amendments that have been made to the Investment Services Rulebooks and related documentation, namely the:
   i. Investment Services Rules for Alternative Investment Funds, Part A – The
   Application Process (“Part A AIFs”);
   ii. Investment Services Rules for Professional Investor Funds, Part A – The
   Application Process (“Part A PIFs”);
   iii. Investment Services Rules for Notified Alternative Investment Funds, Part A –
   The Notified AIF Framework (“Part A NAIFs”);
   iv. Investment Services Rules for Notified Professional Investor Funds and related
   Due Diligence Service Providers, Part A – the Notified PIF Framework (“Part A NPIFs”);
   v. Investment Services Rules for Notified Professional Investor Funds and related
   Due Diligence Service Providers, Supplementary Rules NPIFs (“NPIFs Supplementary Rules”);
   vi. Notified PIF Notification Form; and
   vii. Guidance Note on the Notified PIF Framework – FAQs.
   Such amendments were mainly made with the intent of explicitly allowing and/or clarifying, as applicable, the eligibility of the abovementioned fund structures to be set up as either EuVECA or EuSEF Funds, and the applicable requirements thereto. Stakeholders may wish to note that most of these changes follow the amendments made to the Financial Institutions Act, issued on 16 May 2025, which were aimed at explicitly disapplying the requirement to seek a licence under the FIA for (i) Notified AIFs or Notified PIFs being set up as EuSEF or EuVECA funds; and (ii) NAIFs engaging in loan acquisition and/or receivable financing. The amendments to each of the Rulebooks are being outlined in Annex A attached to this Circular. 30 May 2025

Circular
Triq l-Imdina, Zone 1 Central Business District, Birkirkara CBD 1010 +356 2144 1155 communications@mfsa.mt www.mfsa.mt
2. Amendments to Part A AIFs
These changes apply in the context of an AIF being established and marketed with the designation of EuVECA or EuSeF, in terms of the Regulations (EU) No 345/2013 or No 346/2013 respectively. The amendments clarify that in such instances, the requirements emanating from the Standard Licence Conditions applicable to Collective Investment Schemes authorised to invest through loans (“Loan Fund Rules”) do not apply.
3. Amendments to Part A PIFs
These amendments are identical to those described in Section 2.
4. Amendments to Part A NAIFs
These changes seek to:
a) explicitly allow NAIFs to be set up and marketed as EuVECA/EuSEF Funds in terms of the Regulations (EU) 345/2013 and 346/2016, and refer to the applicability of the respective Regulations with respect to the portfolio composition as well as the eligible investment instruments and techniques to be used by qualifying venture capital funds/ social entrepreneurship funds; and b) Disapply the prohibition of engaging in ‘Loan Origination’ activities when the NAIF is established and marketed as a EuVECA/ EuSEF fund.
5. Amendments to Part A NPIFs
The Rulebook has been amended to:
a) explicitly disapply the prohibition of engaging in ‘Lending’ activities when the NPIF is established and marketed as a EuVECA/ EuSEF fund in terms of the Regulations (EU) 345/2013 or 346/2013, as applicable; and b) disapply the prohibition to market units of a Notified PIF in other EEA States by means of the European passport in the event the NPIF is established as a EuVECA or EuSEF fund.
6. Amendments to the NPIFs Supplementary Rules
The Rulebook has been amended as follows:
a) it is being clarified that Notified PIFs established as self-managed Schemes are subject to the thresholds with respect to the Asset under Management (AuM) that

Circular
Triq l-Imdina, Zone 1 Central Business District, Birkirkara CBD 1010 +356 2144 1155 communications@mfsa.mt www.mfsa.mt emanate from Article 3(2) of Directive 2011/61/EU on Alternative Investment Fund Managers (“AIFMD”); and b) a new section (Section 7) has been introduced to explicitly allow NPIFs to be set up and marketed as EuVECA/EuSEF Funds in terms of the Regulations (EU) 345/2013 and 346/2016, and refer to the applicability of the respective Regulations with respect to the portfolio composition as well as the eligible investment instruments and techniques to be used by qualifying venture capital funds/ social entrepreneurship funds.
7. Amendments to the NPIF Notification Form and to the Guidance Note to the NPIF
Framework
The NPIF Notification Form has been amended accordingly to cater for the possibility of structuring the prospective fund as a EuVECA/EuSEF fund, while the Guidance Note on the NPIF Framework has been updated with clarifications with respect to the interaction between the Notified PIF and the EuVECA/EuSEF frameworks.
8. Conclusion
Should you have any queries on the contents of this circular, please contact the Investment Services Supervision Function on ausecurities@mfsa.mt.