9.05 (i) All the requirements in this Chapter will apply to every application for the listing of a new class of unit in a Scheme where such a Scheme has already been previously listed, as if it were a new applicant.

(ii) The rules laid out in this Chapter apply specifically to the listing of Collective Investment Schemes. The general rules laid out in the Bye-laws of the Exchange which are relevant to listing and which are not otherwise provided for in this Chapter, however, will likewise apply, except that, in the case of open-ended Schemes, the provisions in Bye-laws 5.73, 5.74, 5.75, 5.76, 5.77 and 6.08.01 are not applicable.

9.09 (i) The Scheme must be established in conformity with all applicable legislation in the jurisdiction of its incorporation.

(ii) The directors and any manager or investment adviser of the Scheme must prove that they have adequate and appropriate expertise at board and management level to operate a Collective Investment Scheme.

(iii) The Scheme’s investment policy should normally provide for an adequate spread of risk and, in any case, should be clearly defined.

(iv) The number of directors of a Scheme must not be less than three (3). In order to ensure the protection of investors, the Exchange may decide to require the presence of one or more non-executive directors who are independent of the manager or investment adviser of the Scheme or of any affiliated entity.

(v) Corporate directors are not eligible.

(vi) A Scheme must adopt rules governing dealings by directors which will preclude them from dealing in the listed units of the Scheme at a time when they are in possession of price-sensitive information.

(vii) Copies of the directors’ service contracts, if any, must be made available to the general public for inspection at the time of the Annual General Meeting (AGM) of the Scheme.

(viii) The Scheme must appoint a custodian or trustee, and a manager acceptable to the Exchange. Whilst the trustee or custodian must be a separate person from the manager and investment adviser, these entities can form part of the same group.

(ix) The units must be freely transferable.

(x) Any other activity of the directors, manager or investment adviser should not result in the Scheme being disadvantaged in any way due to possible conflicts of interest between their obligations arising as a result of such activities and their obligations to the Scheme.

(xi) Directors and proposed directors, and in the case of a unit trust, the directors of the manager, will be personally responsible for the information contained in the Listing Document.

(xii) The directors of the Scheme, or, at the discretion of the Exchange, the manager, must acknowledge to the Exchange in writing that they accept full responsibility collectively and individually for the Scheme’s compliance with all Exchange requirements and continuing obligations.

(xiii) The net asset value of a Scheme (or each of its sub-funds where the Scheme takes the form of an umbrella fund), must not be less than Lm500,000 or the equivalent in foreign currency, provided that the Exchange may establish lower limits under such conditions as it deems fit.

(xiv) A Scheme must appoint a registrar and a paying agent unless the Scheme, its manager or custodian performs these functions.

(i) in the case of an application by a Scheme taking the form of a Unit Trust, the Form must also be singedby a duly authorised officer for and on behalf of the trustee and the management company;

(ii) in the case of any other form of Collective Investment Scheme, the Form must also be signed by a duly authorised officer for and on behalf of the Scheme, the custodian and, if appropriate, the management company.

(i) two (2) copies of the Listing Document marked in the margin to indicate where the relevant requirements in this Chapter have been met;

(ii) a certified copy of the Trust Deed or Memorandum and Articles of Association or other document constituting the Scheme;

(iii) in the case of an existing Scheme, two (2) copies of the Annual Report and Accounts for each of the five consecutive years immediately preceding the date of the Listing Document or, if less, each of the consecutive years since the Scheme was formed;

(iv) two (2) copies of the Annual Report and Accounts for each of the management company, trustee, custodian, and investment adviser for the last three (3) financial years;

(v) two (2) copies of any application form to subscribe or purchase the units for which listing is being sought;

(vi) two (2) copies of Schedules D and E of the Investment Services Guidelines, i.e. Individual Questionnaire and Application for a Collective Investment Scheme Licence as supplied by the MFSC, fully updated to reflect any changes taking place since the date of documentation;

(vii) copies of all letters and documents supplied to the MFSC in support of or in connection with the application by the Scheme or a licence pursuant to Section 6 of the Investment Services Act, 1994 and copies of the current versions of any management agreement and other relevant contracts required by the Guidelines to be submitted to the MFSC together with a list of waivers granted by the MFSC, if any;

(viii) a letter from the MFSC confirming that the Scheme applying for a listing holds a valid licence in terms of the Investment Services Act, 1994;

(ix) a copy of any advertisement (electronically communicated or otherwise) proposed to be issued in connection with the proposed listing or issue of units in the Scheme which must contain a statement that application has been made to the Malta Stock Exchange for listing of and for permission to deal in the units together with a letter from the MFSC indicating that the advertisement has been approved by the MFSC pursuant to the Investment Services Act, 1994;

(x) a certified copy of the resolutions of the Boards of Directors of other governing bodies of the Scheme, of the management company, of the custodian or of the trustee (as appropriate) and where applicable, of the investment adviser authorising

(xi) the Listing Agreement in the form prescribed and provided by the Exchange (Form C in Appendix I), duly signed

(xii) two (2) specimens of the definite certificates or documents of title, a register of which shall be held at the registered office of the Scheme or at any such other place as may be specified in the constitutional documents of the Scheme and agreed to by the Exchange;

(xiii) where any document referred to above is signed by an agent, a certified copy of the authorisation for such signature; and

(xiv) any other document or information which the Malta Stock Exchange may require.

(i) a statement that the application has been made to the Exchange for listing of, and for permission to deal, in the units issued or to be issued by the Scheme;

(ii) all the information required by the MFSC to be contained in an offering document or prospectus in respect of a Collective Investment Scheme;

(iii) any additional information as may be required by the Malta Stock Exchange;

(iv) the name of the stock exchange on which the primary listing is or is to be;

(v) particulars of any other exchange on which any of the units are listed or dealt in or where listing or permission to deal is being sought or an appropriate negative statement;

(vi) particulars of the dealing and settlement arrangements on each such exchange and between such exchanges, or an appropriate negative statement; and

(vii) particulars of any exchange where the Scheme had previously sought a listing but had been refused and the reasons for such a refusal.

(i) in the case of a Unit Trust, by a duly authorised officer for and on behalf of the management company and the trustee; and

(ii) in the case of any other form of Collective Investment Scheme, by a duly authorised officer for and on behalf of the custodian, the Scheme itself, and, where appropriate, the management company.

"The Malta Stock Exchange accepts no responsibility for the contents of this Document, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Document".

9.23 (i) Generally, and apart from compliance with all specific requirements which follow, any information necessary to enable holders of the Scheme’s listed units as well as the general public to appraise the financial position of the Scheme and to avoid the creation of a false market in its listed units, must be made known to the Exchange. Such information must not normally be passed on to a third party other than its manager, custodian and advisers prior to it being communicated to the Exchange.

(ii) A Scheme, its management company, its custodian and its advisers, may give information concerning the Scheme in strict confidence to outside advisers and to persons with whom it is negotiating with a view to the raising of finance. Information required by and provided in confidence to and for the purposes of a regulatory authority, need not be communicated to the Exchange unless so required by the Exchange.

(iii) Where it is being proposed to announce at any meeting of holders of listed units information which might affect the market price of the Scheme’s units, arrangements must be made with the Exchange so that the announcement is immediately made known to the market.

(iv) A Scheme must give notice to the Exchange of any major new developments in its sphere of activity which are not yet public knowledge and which, by virtue of their effect on its assets and liabilities or financial position or on the general course of its business, may lead to substantial movements in the price or value of its units.

(v) The Scheme must update its Listing Document or equivalent whenever there are material changes in the contents or when the Exchange so requires. Every subsequent Listing Document issued by or on behalf of the Scheme must contain a statement that the units which have already been issued are listed on the Exchange.

Continuing Obligations relating to Capital and Management

(vi) The Exchange must be immediately notified of:

(vii) A Scheme having listed units of different classes in issue, must ensure identical treatment of all holders in the same position (e.g. in the same class).

Communications with Holders

(viii) A Scheme must ensure that all the necessary facilities and information are available to enable holders of its units to exercise their rights. In particular, it must inform such holders of the holding of meetings which they are entitled to attend, enable them to exercise their right to vote where applicable and publish notices or distribute circulars giving details of the allocation and payment of dividends or interest or otherwise in respect of such units.

(ix) Whenever holders are sent a notice of a meeting which includes any business other than ordinary business at an Annual General Meeting, an explanatory circular must accompany the notice or, if the business is to be considered at or on the same day as an Annual General Meeting, an explanation must be incorporated in the directors’ report. Drafts of these documents should be submitted to the Exchange in advance of the issue to holders.

(x) If appropriate, a proxy form must be sent with the notice convening the meeting of holders of listed units to each person entitled to vote at the meeting.

(xi) The Scheme must forward to the Exchange two (2) copies of all notices, reports, announcements, or other documents at the same time as they are issued and two (2) copies of all resolutions to be voted upon at any general meeting.

(xii) In the event of a circular being issued to the holders of any particular class of unit, the Scheme must issue a copy or summary of such circular to the holders of all other classes of units unless the contents of such circulars are manifestly irrelevant to such other holders.

Miscellaneous Obligations

(xiii) Any decision to pay or make any dividend or other distribution on listed units or to pass any interest payment or dividend on listed units or any other decision requiring announcement must be communicated to the Exchange immediately after board approval.

(xiv) A Scheme must make appropriate arrangements to facilitate the efficient settlement of all transfers and registration of the units as appropriate.

(xv) If a Scheme proposes to enter into a transaction with a related party, the Scheme will normally be required to obtain the approval of its members prior to the transaction unless such transactions have been itemised as a central part of the normal strategy of the Scheme and the parties involved have been named and fully described in the Listing Document.

(i) have been prepared in accordance with the laws of Malta and in all material aspects with International Accounting Standards;

(ii) have been independently audited and reported on in accordance with the International Standards on Auditing as promulgated by the International Federation of Accountants;

(iii) be in consolidated form if the Scheme operates as an umbrella fund unless otherwise approved by the Malta Stock Exchange;

(iv) include the following :

(v) In addition, an analysis of realised and unrealised surpluses, should also be provided stating separately profits and losses as between those investments which are listed on a regulated, regularly operating, open stock market which is recognised by the Malta Stock Exchange and those investments which are not so listed.

(i) to all holders of listed units by a method acceptable to the Exchange, not later than two (2) months following the end of the period to which it relates; and

(ii) at the earliest opportunity, but in any event not later than two (2) months following the end of the period to which it relates, to the Exchange.

(i) total income;

(ii) profit or loss before taxation;

(iii) taxation on profits;

(iv) profit or loss attributable to holders;

(v) rates of dividend paid or proposed, and amount absorbed thereby;

(vi) profit or loss after taxation and dividend;

(vii) comparative figures for the corresponding period in the previous financial year; and

(viii) the split between dividends and interest received and other forms of income.

9.29 (i) Any change in the directors, and any important change in the holding of an executive office, must be immediately communicated to the Exchange.

(ii) Copies of the directors’ service contracts, if any, must be made available for inspection to the general public

(i) the date on which the transaction giving rise to the interest (or cessation of the interest) was effected;

(ii) the price, amount and class of securities concerned;

(iii) the nature of the transaction and the nature and extent of the director’s interest in the transaction; and

(iv) the number of units held and the percentage holding of the director following the transaction.

(i) the total number of units in issue whether in bearer or in registered form as appropriate; and

(ii) the total number of units in issue held by the manager.

(i) any proposed changes in the rights attaching to any class of listed units;

(ii) any proposed change in the general character or nature of the Scheme;

(iii) any intention to renew, vary or terminate the Scheme;

(iv) any intended material change of investment policy, objectives or restrictions;

(v) any proposed change to the Scheme’s instruments of incorporation; and

(vi) any event of which the sponsor is aware and which, in his/her opinion, is relevant to the maintenance of a listing by the Scheme.

(i) the respective obligations of the Scheme and/or its manager under the constitutional documents of the Scheme and the applicable legal and regulatory requirements must be complied with;

(ii) the amount of the charges and expenses (to the extent borne by the Scheme) of the managers, the trustee and any agent of the managers or trustee, the investment adviser or any sub-adviser or any custodian or sub-custodian, must be clearly set out in each Annual Report issued by the Scheme;

(iii) prices must be notified to the Exchange on the occasion of each valuation of units;

(iv) all circulars issued in respect of the sale of units in the Scheme must clearly state any terms or conditions under which the managers undertake to repurchase units in the Scheme;

(v) definitive certificates (and balance certificates if required) must be issued within one month of the date of a request for a bearer certificate (if applicable) or the lodgment of a transfer of registered units, except that this provision shall not apply

(vi) the Scheme must notify the following information to the Exchange without delay, and in any event within one (1) month of the end of each distribution or allocation period :

(i) whether the company’s primary listing is on a recognised, regulated and regularly operating stock exchange;

(ii) whether it conducts its business and makes disclosure according to internationally accepted standards; and

(iii) the nature and extent of the regulation to which the company is subject in its country of incorporation.

Note: Where the Exchange believes that the jurisdiction in which the Scheme is listed or otherwise regulated is unable to provide standards of shareholder protection at least equivalent to those provided in Malta, but that it is possible, by means of varying the Scheme’s constitutive documents and/or through the Listing Agreement, to provide standards of shareholder protection equivalent to those provided in Malta, then the Exchange may consider listing the Scheme’s securities subject to the Scheme agreeing to make such variations to its constitutional documents and/or Listing Agreement as the Exchange may require.

(i) the Overseas Scheme’s Annual Report and Audited Accounts must be prepared in accordance with International Accounting Standards, independently audited and reported on in accordance with the International Standards on Auditing as promulgated by the International Federation of Accountants or by any national standard considered by the Exchange to be at least equivalent thereto;

(ii) the Overseas Scheme must appoint, and maintain throughout the period that the securities are listed on the Exchange, a licensed stockbroker to deal with all matters appertaining to listing in terms of Article 9.06 of this Chapter. The appointed stockbroker will also be responsible

(iii) the Overseas Scheme must adhere to all MFSC requirements as laid out in Standard Conditions 9.01 to 9.13 of the Investment Services Guidelines dealing with advertising and promotion of Collective Investment Schemes as issued from time to time by the MFSC. In particular, a Scheme which advertises or carries out any promotional activity in Malta must appoint an agent. licensed by the MFSC in terms of the Investment Services Act, 1994;

(iv) in the case of registered securities, an Overseas Scheme marketing or planning to market its products in the territory of Malta will not be required to have a registrar in Malta but provision must be made for a register of holders to be maintained in such place as the Malta Stock Exchange may agree, and for transfers to be registered locally by a paying agent duly appointed by the Scheme. Any change in the paying agent must be immediately notified to the Exchange and issued to the market as a Company Announcement;

(v) in the case of bearer securities, provision must be made for the payment of dividends or interest if any, and for the repayment of capital in Malta or such other place as the Exchange may agree;

(vi) in addition, an Overseas Scheme seeking a listing must comply with such other requirements as the Exchange may impose on a case by case basis in order to ensure that investors in Malta will be afforded the same level of protection as that existing in Malta in relation to the holding of securities in a Scheme incorporated in Malta;

(vii) any information issued by an Overseas Scheme by means of circulars, reports or other documents required by the listing rules to be sent to unit holders, must also be prepared in the English language. Any information or correspondence sent by the Overseas Scheme to the Exchange must also be in the English language.

(i) that the Scheme, either on its own or in conjunction with any connected person, must not take legal of effective management control of any underlying investments in companies or other entities in which it invests;

(ii) that a reasonable spread of investments will be maintained by the Scheme. In general terms this will mean that the value of its holdings of investments issued by any one company or body of companies shall not exceed twenty (20) percent of the Scheme’s net asset value at the time when such investment is effected;

(iii) that shareholders’ meetings are convened and conducted in a manner which is acceptable to the Exchange;

(iv) that any custodian, management company, any of their connected persons and every director of any investment company and management company, is prohibited from voting at, or being part of a quorum for, any meeting to the extent that they have, or any of their associates has, a material interest in the business to be conducted; and

(v) that the Scheme’s auditors are independent of the Scheme, any management company and any custodian and act in accordance with the International Standards on Auditing as promulgated from time to time by the International Federation of Accountants; and that

(vi) unless authorised by the shareholders, a Scheme will not issue further shares of the same class as existing shares for cash at a price below the net asset value per share of those shares unless they are first offered pro rata to existing holders of shares of that class.