Background
A series of European Union Directives implemented in July 2011 allow collective investment schemes to operate freely throughout the EU, on the basis of a single authorisation from one member state.
Characteristics of these EU regulated funds include:
- A framework for cross-border mergers between all types of EU regulated funds, allowed and recognized by each member state.
- Cross-border master-feeder structures.
- Management company passport, which allows an EU regulated fund, established in one EU member state, to be managed by a management company in another member state.
Dixcart Malta Fund Services
From the Dixcart office in Malta we provide a comprehensive range of services including; accounting and shareholder reporting, corporate secretarial services, fund administration, shareholder services and valuations.
The Dixcart Group also offers fund administration services in: Guernsey, the Isle of Man and Portugal.
Investment Fund Types and Why Malta?
Since Malta joined the EU, in 2004, the country has enacted new legislation, and introduced additional fund regimes. Malta has been an attractive location to establish a fund ever since.
It is a reputable and cost-effective jurisdiction, and also offers multiple types of fund to choose from, depending on the preferred investment strategy. This provides flexibility and an ability to adapt to different circumstances.
Currently, all funds in Malta are regulated by Malta Financial Services Authority (MFSA). Regulation is divided into four different types:
- Professional Investor Fund (PIF)
- Alternative Investor Fund (AIF)
- Notified Alternative Investment Fund (NAIF)
- Undertakings for Collective Investment in Transferable Security (UCITS).
The Professional Investor Fund (PIF)
The PIF is the most popular hedge fund in Malta. Investors usually use this type of fund to achieve strategies linked to innovation, for example investment into cryptocurrency, as the main features of the fund are flexibility and efficiency.
PIFs are known as collective investment schemes designed to target professional investors and high net worth individuals, due to the lower investment, asset threshold and experience required, compared to other types of fund.
To create a PIF the investor must be a Qualified Investor and must invest a minimum of €100,000. The fund may also be created by setting up an umbrella fund which includes other sub-funds within it. The invested amount can be established per scheme, instead of per fund. This method is often viewed as being the easier option by investors, when creating a PIF.
Investors must sign a document stating their awareness and acceptance of the risks involved.
The Qualified Investor must be; a body corporate or a body corporate which is part of a group, an unincorporated body of persons or association, a trust, or an individual with assets of more than €750,000.
A Maltese PIF scheme can be formed by any of the following corporate vehicles:
- An Investment Company with Variable Share Capital (SICAV)
- An Investment Company with Fixed Share Capital (INVCO)
- A Limited Partnership
- A Unit Trust/Common Contractual Fund
- An Incorporated Cell Company.
The Alternative Investor Fund (AIF)
An AIF, is a Pan-European collective investment fund, for sophisticated and professional individuals. It can also be created as a multi-fund where the shares may be divided into different types of shares, in that way creating sub-funds of the AIF.
It is called ‘collective’ because many investors can take part in it and any benefit is distributed across the fund investors in accordance with a defined investment policy (not to be confused with UCITS which have stricter requirements). It is termed ‘Pan-European’ because the AIF has an EU passport and therefore any EU investor can join the fund.
When it comes to investors, these may be Qualifying Investors or Professional Clients.
A ‘Qualifying Investor’, must invest a minimum €100,000, declare in a document to the AIF that he/she is aware of and accepts the risks that he/she is about to take, and finally, the investor must be; a body corporate or a body corporate which is part of a group, an incorporated body of persons or association, a trust, or an individual with assets of more than €750,000.
An investor who is a ‘Professional Client’ must have the experience, knowledge and skill to make his/her own investment decisions and to evaluate the risks. This investor type is generally; entities who are required/authorised/regulated to operate in financial markets, other bodies such as national and regional governments, public bodies that manage public debt, central banks, international and supranational institutions, and other institutional investors whose main activity is to invest in financial instruments. In addition, clients that do not meet the definitions above, may request to be Professional Clients.
A Maltese AIF scheme can be formed by any of the following corporate vehicles:
- An Investment Company with Variable Share Capital (SICAV)
- An Investment Company with Fixed Share Capital (INVCO)
- A Limited Partnership
- A Unit Trust/Common Contractual Fund
- An Incorporated Cell Company.
The Notified Alternative Investor Fund (NAIF)
The NAIF is a Maltese product used by investors when they want to market their fund, within the EU, in a fast and efficient way.
The manager of this fund (Alternative Investment Fund Manager – AIFM), assumes all of the responsibility for the NAIF, and its obligations. Following ‘notification’, the AIF can access the market in ten days, as long as all of the documentation received by the MFSA is in good order. Securitisation projects are an example of what NAIFs are used for.
Within this fund, as in an AIF, investors can be Qualifying Investors or Professional Clients. Either can apply for the process of ‘notification,’ with the only two requirements being; investors must each invest a minimum of €100,000, and they must declare to the AIF and AIFM, in a document, that they are aware of the risks that they are about to take and that they accept them.
Relevant features of a NAIF include:
- Subject to a notification process by MFSA, rather than to a license process
- Can be open or close ended
- Cannot be self-managed
- Responsibility and supervision are undertaken by the AIFM
- It cannot be set-up as a Loan Fund
- Cannot invest in non-financial assets (including real estate).
A Maltese NAIF scheme can be formed by any of the following corporate vehicles:
- An Investment Company with Variable Share Capital (SICAV)
- An Investment Company with Fixed Share Capital (INVCO)
- An Incorporated Cell Company of a SICAV (SICAV ICC)
- An Incorporated Cell of a Recognised Incorporated Cell Company (RICC)
- A Unit Trust/Common Contractual Fund.
Undertakings for Collective Investment in Transferable Security (UCITS)
UCITS funds are a collective investment scheme, a liquid and transparent retail product which can be marketed and distributed freely across the EU. They are regulated by the EU UCITS Directive.
Malta offers a cost-effective option, with flexibility, whilst fully respecting the EU Directive.
UCITS, created in Malta, can be in the form of a variety of different legal structures. The main investments are transferable securities and other liquid financial assets. UCITS can also be created as an umbrella fund, where the shares can be divided into different types of shares, thereby creating sub-funds.
Investors must be ‘Retail Investors,’ who must invest their own money in a non-professional way.
A Maltese UCITS scheme can be established by any of the following corporate vehicles:
- An Investment Company with Variable Share Capital (SICAV)
- A Limited Partnership
- A Unit Trust
- A Common Contractual Fund.
Summary
A variety of different funds are available in Malta and professional advice, from a firm such as Dixcart, should be taken, to ensure that the fund type selected best meets the particular circumstances and types of investor investing into the fund.
Additional Information
If you require any further information regarding funds in Malta, please speak to Jonathan Vassallo: advice.malta@dixcart.com, at the Dixcart office in Malta or to your usual Dixcart contact.
