Malta fund regimes: AIF, PIF, NAIF, NPIF and UCITS

Licensed routes: licensed AIF, Professional Investor Fund (PIF), and retail schemes: retail AIF or UCITS.

A licensed AIF may be marketed to retail investors as a retail AIF, or to professional and, where permitted, qualifying investors (AIF Part A 3.5).

Managers in full. PIF: A de minimis AIFM licensed in Malta, or authorised in the EU/EEA under comparable regulation. A third-country AIFM where an AIFMD cooperation agreement exists. Or self-managed. NPIF investors: Qualifying and/or professional investors, EUR 100,000 each, kept at that level unless NAV falls. NPIF manager: A de minimis AIFM licensed in Malta or authorised in the EU/EEA. An eligible third-country AIFM. An exempt manager, only for a family-office vehicle without external capital. Or self-managed. Notified routes, as summarised at the top: NAIF, managed by a full-scope AIFM. NPIF, managed by a de minimis AIFM, or a third-country AIFM under a cooperation agreement and comparable regulation. An exempt Maltese manager qualifies only for a family-office vehicle without external capital. Or it is self-managed.

Qualifying Investor in full: At least EUR 100,000 invested, not reduced below that by partial redemption, a written risk declaration, and one test. Examples are net assets or net worth over EUR 750,000, or being a senior employee or director of a service provider.

A licensed AIF may appoint one external AIFM, authorised under the AIFMD. Otherwise it is self-managed, under the self-managed conditions (AIF Part B 3.04 and 3.06). A PIF's manager is a de minimis AIFM licensed in Malta, or one authorised in the EU/EEA under comparable regulation. It may also be a third-country AIFM licensed where the MFSA has an AIFMD cooperation agreement (PIF Part A 4.04). The MFSA stopped accepting new licensed AIFs for Experienced and Extraordinary Investors from 3 June 2016 (AIF Part A 3.5). PIF Parts BI and BIII still regulate existing Experienced and Extraordinary PIFs (PIF Appendix III; p.7).

Article 12 of the Investment Services Act lets the Minister, acting on the MFSA's advice, make regulations exempting schemes. These may set conditions or notification procedures (ISA art. 12). A NAIF and an NPIF are each exempt from licensing, subject to inclusion in the MFSA's list (NAIF Part A 1.02; NPIF Part A 1.03).

Listing does not mean MFSA approval, and NAIFs are not under ongoing supervision (4.06).

The notification pack must be submitted within 30 calendar days of the governing body's resolution and before the prospectus takes effect (Part A 4.04, linked above).

Before filing, for an MFSA-licensed AIFM: MFSA approval of changes to its valuation or investment management arrangements. Apply three weeks ahead; two months for investment management changes needing a personal questionnaire. The filing pack: An Article 23 AIFMD prospectus, the governing body's resolution, the AIFM's self-certification, a joint AIFM and governing-body declaration, and the AIFM's due-diligence declaration. Within 10 working days of filing the completed original pack, with the assessment and fee, the MFSA lists the NAIF. It may halt the process over the AIFM's arrangements (NAIF Part A 4.03 and 4.05, linked in the table).

Self-managed schemes cannot use the route. Nor can schemes sold beyond professional or qualifying investors (NAIF Part A 2.02). A NAIF company has at least three directors, one resident in Malta and one independent of the AIFM, custodian, promoter and other service providers (2.01). Subject to its prospectus, it has no general asset-class restrictions. Loan-investing and money market NAIFs follow their own rules, and an SPV look-through applies. NAIFs set up before 16 April 2026 have until 16 April 2029 to align with the AIFMD loan-origination rules (2.04). A NAIF may not lend to consumers in Malta (2.08).

The AIFM's compliance officer performs the NAIF's compliance function, and the NAIF has an MLRO (9.01 and 10.01). The AIFM reports material issues to the MFSA as soon as it becomes aware (Part B 6.02). The AIFM may give notice of termination, or face liquidation, bankruptcy or licence suspension or cancellation. It then requests removal from the list if no replacement AIFM is appointed within 30 days (6.03).

An NPIF's depositary is optional, but its assets must have adequate safekeeping (Part A 7.01, 8.01 and 8.02, linked above). Strategies contrary to the MFSA's Risk Appetite Statement are excluded, as are lending funds unless EuVECA or EuSEF.

Each investor's holding must not fall below the EUR 100,000 minimum except through a fall in NAV (NPIF Part A 2.01 and 2.08, linked above). Governing body in full (2.01): at least one member resident in Malta, and one independent of the manager, depositary, administrator, DDSP and founder shareholders.

Exempt-manager NPIF in full (Supplementary Rules 5.3 and 5.4, linked above): at least EUR 5,000,000 per investor, not reduced by partial redemption. Each investor has net assets over EUR 50,000,000; no nominee investments. Self-managed NPIF in full (Supplementary Rules 6.01, linked above): AIF assets under management, including leverage and through linked companies, up to EUR 100 million. Or EUR 500 million if the AIFs are unleveraged with no redemption for five years. Above that, it informs the MFSA and, within 30 days, applies to become a NAIF or a licensed AIF.

A Due Diligence Service Provider may be a recognised fund administrator. It may also be an authorised company service provider that is neither an under-threshold nor an individual CSP (NPIF Part A 11.04). An NPIF may invest in any asset class. It may not lend unless set up under the EuVECA or EuSEF Regulations, and the Risk Appetite Statement exclusion applies (2.04; 2.06). It appoints an auditor and notifies the MFSA before any change (Part B 4.01). Its Malta-resident governing-body member prepares a compliance report at least yearly, covering valuation errors over 0.5% of NAV (Part A 13.01). It sends the MFSA an annual compliance certificate (Part B 6.01).

Retail AIFs follow set investment restrictions; AIFs for other investor types follow their own blocks of conditions (4.01).

Governing body in full (AIF Part B 2.02, linked above): at least three members. One is resident in Malta, and one or more independent of the AIFM, depositary and other service providers. Notices (1.06 and 1.15): departures of key officers within 14 days; material changes to initial-authorisation conditions or application information a month ahead; breaches as soon as known. Annual report deadlines in full (At a glance): Within six months for licensed AIFs, all three PIF categories, NAIFs and NPIFs. Four months for UCITS, and for AIFs listed on a regulated market in Malta. Annual Fund Return in full: Licensed AIFs, all three PIF categories and NAIFs: seven months. UCITS: five months.

Retail limits in full (AIF Part B 4.19 to 4.25, linked above): 10% per issuer, or up to 100% in state or public international body securities with MFSA approval. Deposits: 10% per body, or 30% with a credit institution licensed in Malta or the EU/EEA, or MFSA-approved. Schemes: 20% each. A back-to-back currency loan is not borrowing if the offsetting deposit is in the base currency and at least equal to the loan (4.38). In investors' best interest and with risk spreading, the AIF may use the full six months (4.14).

Appointing or replacing a depositary needs the MFSA's written consent (AIF Part B 3.15). The auditor is MFSA-approved (3.31). The compliance report goes to the governing body at least every six months (3.25). A loan-originating AIF may be marketed to retail investors in Malta only as an ELTIF (4.41B). The AIF starts activities within twelve months of its licence. If it cannot, it tells the MFSA in writing why, with a proposed start date; the MFSA may suspend or cancel the licence (1.03). Prior MFSA consent is needed to convert into a NAIF or NPIF (1.07). The annual report includes the depositary's report (5.09).

Legacy Experienced and Extraordinary PIFs follow Parts BI and BIII (PIF Appendix III; p.7).

Extraordinary PIF offering or marketing document in full (PIF Part BIII 1.43 and 1.49, linked in the table). It is an offering or marketing document. Changes are filed within five business days of publication; a new unit class or other approval matter needs MFSA approval first.

For a Qualifying PIF, half-yearly reports, if any, go to the MFSA within two months, and annual reports within six. The Annual Fund Return follows at seven months (PIF Part BII 1.62). A de minimis self-managed PIF counts AIF assets including leverage and through linked companies, up to EUR 100 million. The limit is EUR 500 million if those AIFs are unleveraged with no redemption for five years. Above it, the PIF informs the MFSA and applies to extend its licence to a full AIF licence (PIF Appendix I 4.1). An Experienced PIF's exposure to one issuer or counterparty is capped at 40% (PIF Part BI 1.59).

Section 8 conditions in full (AIF Part B 8.95 to 8.104, linked in the table). Leverage: 175% open-ended; 300% closed-ended. Borrowing fully covered by investor capital commitments is not exposure. Not for an AIF lending only shareholder loans up to 150% of its capital. Single borrower: 20% of capital for financial-sector borrowers, AIFs or UCITS, without prejudice to the EuVECA, EuSEF and ELTIF rules. Risk retention: 5% of each loan transferred is retained: to maturity for loans of up to eight years and all consumer loans, and at least eight years for others. Four derogations apply. Structure: closed-ended, unless a self-managed AIF shows the MFSA its liquidity risk system is compatible with its strategy and redemption policy. Under the Loan Fund Rules, the portfolio is sufficiently diversified, with limits set for single and connected counterparties.

Under the Loan Fund Rules, a loan fund is closed-ended. The manager may still redeem yearly, on a non-preferred basis, from excess liquidity, in unit-holders' best interests and under the fund documents (Loan Fund Rules 1.04, linked above). For self-managed AIFs, Section 8 of AIF Part B sets AIFMD-based loan-origination conditions.

Some self-managed loan-originating AIFs were set up under the Loan Fund Rules before 15 April 2024. They are deemed to comply with SLC 8.91 and 8.95 to 8.98 until 16 April 2029 (AIF Part B 8.105). A loan-originating PIF follows the Loan Fund Rules until 15 April 2029, and the Appendix I conditions from 16 April 2029 (PIF Part BII 1.79).

Half-yearly and annual reports go to the MFSA within two and four months (12.8).

Higher issuer limits (RCIS Part BII 5.6 to 5.10, linked above): Specified public issuers may reach 35%, or 100% under SLC 5.11's conditions. Qualifying covered bonds may reach 25%. Replicating an MFSA-recognised index meeting rule 5.37's tests allows 20%. That may rise to 35% for one issuer, with MFSA approval in exceptional market conditions (5.11; 5.37).

A retail scheme appoints a depositary based in Malta and licensed to act as one (RCIS Part A 4.4, linked above).

Retail UCITS manager in full: a UCITS management company, or self-managed as an investment company (RCIS Part A 3.3.2 to 3.3.5, linked in the route table). Combined exposure to one body: the 35% ceiling is subject to the SLC 5.11 public-issuer derogation. Derivative global exposure: incremental exposure may not exceed NAV.

Absolute VaR may not exceed 20% of NAV. Relative VaR may not exceed twice the reference portfolio's (RCIS Appendix VI 8.11; 8.07). An investment company UCITS does not borrow, but may acquire foreign currency through a back-to-back loan. Temporary borrowing is capped at 10% of assets, or of fund value for a common fund. An investment company may also borrow 10% for essential immovable property, with both limbs together capped at 15% (RCIS Part BII 5.47). A UCITS files its Annual Fund Return within five months (12.8).