I OVERVIEW OF RECENT ACTIVITY

As a result of the implementation of the Alternative Investment Fund Managers Directive (AIFMD), the Belgian fund laws have been substantially restructured and reshaped. Currently, there are two important fund laws: the Law of 19 April 2014 on alternative investment funds and their managers (AIFMD Law), which covers alternative investment funds (AIFs) and AIFMs, and the Law of 3 August 2012 on undertakings for collective investment in transferable securities and securitisation vehicles (UCITS Law), which covers UCITS and collective investment undertakings investing in receivables. In addition to these two laws, a number of other fairly recent regulations have significantly impacted the way that funds can be distributed in Belgium. These include:

  1. the Belgian moratorium on the commercialisation of particularly complex products to non-professional clients (which prohibits or limits the commercialisation of certain funds by distributors that have acceded to the moratorium);
  2. the Royal Decree of 25 April 2014 on certain information requirements when commercialising financial products to non-professional clients (which adopts a 'transversal' approach towards financial products); and
  3. a ban on certain 'exotic' funds (which prohibits the commercialisation to retail investors of certain funds, such as funds that have virtual currency or wine stocks as the underlying commodity).2

Finally, fund distributions must comply with the consumer protection rules of Book VI of the Code of Economic Law.

Over the past few years, the Belgian asset management industry has tried to grasp the impact (and interplay) of these new laws. Another focus point has been obtaining the required AIFMD authorisations or registrations with the competent authority, the Financial Services and Markets Authority (FSMA). As of 9 July 2018, 11 Belgian entities have been registered with the FSMA as AIFMs governed by Belgian law, while 43 funds have been authorised as self-managed sub-threshold AIFMs and 29 entities have been licensed as sub-threshold AIFMs governed by Belgian law.3

II GENERAL INTRODUCTION TO the REGULATORY FRAMEWORK

The regulatory framework governing Belgian asset management activities consists of the UCITS Law, the AIFMD Law and the Royal Decree of 12 November 2012 on certain public undertakings for collective investment (UCI Royal Decree).

i The UCITS Law

The UCITS Law implements the UCITS Directive4 in Belgium, and also introduces a framework of provisions applicable to securitisation vehicles.

First, the UCITS Law contains rules applicable to Belgian UCITS5 and foreign UCITS fulfilling the conditions of the UCITS Directive whose shares are publicly offered in Belgium.6 As such, the UCITS Law is not applicable to foreign UCITS whose shares are offered within the context of a private placement. In derogation from the UCITS Directive, the UCITS Law further distinguishes between Belgian UCITS whose shares are offered within the framework of a public offering and Belgian UCITS whose shares are offered within the framework of a private placement. Publicly offered UCITS are subject to additional requirements, such as registration with the FSMA. Moreover, all communications, advertisements and other documents that are related to a public offering of the shares in a UCITS7 must be pre-approved by the FSMA, and must be complete, accurate and consistent with its prospectus.

Second, the UCITS Law imposes a set of obligations and rules applicable to management companies of UCITS. In this regard, the applicable rules differ between management companies of Belgian UCITS,8 and management companies of UCITS operating in Belgium under the freedom to provide services or via a branch, which are governed by the law of another Member State of the EEA:9

  1. management companies of Belgian UCITS must comply with a list of licensing requirements to obtain a licence from the FSMA (including minimum capital requirements, governance, organisational requirements, etc.);
  2. EEA management companies intending to operate in Belgium through a branch must notify the FSMA of the registration of the branch concerned in their home Member State; and
  3. EEA management companies intending to operate in Belgium under the freedom to provide services must notify the information mentioned in Article 18 of the UCITS Directive to the competent authorities of their home Member State.

Third, the UCITS Law governs the rules applicable to institutional securitisation vehicles. In accordance with Article 271/3 of the UCITS Law, securitisation vehicles are defined as 'investment undertakings with the exclusive goal of investing in receivables held by third parties, which are transferred to the investment undertaking in accordance with the provisions of the UCITS Law'. Part III-bis of the UCITS Law imposes a set of rules and obligations, including the obligation to register the securitisation vehicle on a list held by the Federal Public Service Finance and provisions relating to the required organisational form of the securitisation vehicle, and the requirement to manage the vehicle in accordance with the principle of risk spreading in the interest of the security holders.

ii The AIFMD Law

The AIFMD Law is a complete and accurate transposition of the AIFMD,10 introducing a regulatory framework for AIFs and their managers. In addition, the Belgian legislator has moved all provisions of the UCITS Law, which were applicable to AIFs whose units are publicly offered and to AIFMs of such public AIFs, to the AIFMD Law.

Part I of the AIFMD Law11 contains introductory provisions, including the AIFMD Law's scope of application. In accordance with Article 6 of the AIFMD Law, its provisions apply to AIFs governed by Belgian law and foreign AIFs that are marketed in Belgium.12

Moreover, the AIFMD Law applies to the following AIFMs:

a AIFMs governed by Belgian law managing one or more AIFs13 (Belgian AIFMs);

b AIFMs governed by the law of another EEA Member State (EU AIFMs)14 managing Belgian AIFs; and

c AIFMs with their registered office in a third country (non-EU AIFMs) that are:

  • managing one or more EU-AIFs for which Belgium is the EU Member State of reference; or
  • marketing one or more Belgian AIFs for which Belgium is not the Member State of reference.

Further, Part II of the AIFMD Law transposes the Directive's provisions applicable to AIFMs, and imposes obligations relating to authorisation and passporting, organisation, (risk) management and reporting onto AIFMs governed by Belgian law15 on one hand, and foreign AIFMs (both EU AIFMs16 and non-EU AIFMs17) on the other. Moreover, it provides a 'light regime' for smaller sub-threshold AIFMs,18 which are only required to register with the FSMA and are not subject to the other requirements of the AIFMD Law unless they choose to opt in. The Belgian legislator has decided not to make use of the possibility provided in the Directive to impose stricter rules on these sub-threshold AIFs unless they are publicly offered.

Part III of the AIFMD Law contains the non-harmonised provisions applicable to AIFs, which originated from the UCITS Law. In this part of the AIFMD Law, a distinction is made between publicly offered AIFs,19 and non-public AIFs governed by Belgian law that have opted for the status of an institutional20 or private21 AIF.22 The obligations imposed by the AIFMD Law differ depending on whether the shares of the AIF concerned are offered within the framework of a public offer or a private placement.

An offer will be deemed to be public if:

  1. the AIF, or any persons acting for its account or capable of placing its shares, make any communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the shares that are offered so as to enable an investor to decide to purchase or subscribe to these shares. Any person who receives, directly or indirectly, a remuneration or advantage in the framework of the offer is presumed to be acting for the account of the AIF or any persons capable of placing its shares; or
  2. the shares are admitted to trading on a publicly accessible Belgian multilateral trading facility or a Belgian regulated market.23

However, there will be (by definition) no public offer if one or more of the following conditions apply:

  1. the shares are exclusively offered to professional investors;
  2. the shares are offered to less than 150 physical or legal persons who are not professional investors;
  3. the shares require a minimum investment of €250,000 per investor and per class of securities if the AIF is open-ended;
  4. the shares require a minimum investment of €100,000 per investor and per class of securities if the AIF is closed-ended;
  5. the nominal value of each share exceeds €100,000; and/or
  6. the total value of the offer in the EEA, as calculated over a period of 12 months, does not exceed €100,000.24

The AIFMD Law imposes a number of additional obligations on publicly offered AIFs, including:

  1. organisational requirements;
  2. the obligation to submit a registration file to the FSMA before the start of any activities in Belgium in order to be registered on a list of publicly offered AIFs;25
  3. the restriction to only invest in assets that belong to one of the six admitted categories of investment;26 and
  4. a requirement to distribute a number of pieces of offer documentation27 in at least one of the national Belgian languages.

Qualification as a public offer also impacts the AIFM. Part IV of the AIFMD Law, which contains the non-harmonised provisions on AIFMs, imposes a list of additional obligations on AIFMs managing publicly offered AIFs. These obligations include licensing and organisational requirements.

To the extent that the offering of the shares in an AIF is qualified as a private placement, no other requirements are imposed by the AIFMD Law. However, within the category of non-public AIFs, Part III of the AIFMD does provide specific provisions for institutional AIFs and private AIFs, mainly relating to the internal management of the AIF and a similar restriction of admitted investment categories.

The notification procedures for UCITS in Belgium are laid down in FSMA Circulars 2013–0428 and 2013–05.29

iii The UCI Royal Decree

The UCI Royal Decree, which has been amended pursuant to the adoption of the AIFMD Law, provides detailed rules applicable to publicly offered Belgian undertakings for collective investment (UCIs) relating to the licensing requirements, the key investor information document (KIID), advertisements, master-feeder constructions and periodic reporting requirements. Moreover, the UCI Royal Decree also contains provisions applicable to UCIs governed by the law of an EEA Member State.

III COMMON ASSET MANAGEMENT STRUCTURES

The Belgian market traditionally is an open market, with mostly foreign UCITS and AIFs being marketed to Belgian retail and professional investors. Those funds can be either open-ended or closed-ended.

The state also intends to promote investments in non-listed and young, growing companies, which often experience difficulties in obtaining finance while representing a significant economic potential. A Royal Decree relating to AIFs investing in such companies was adopted on 10 July 2016.

IV MAIN SOURCES OF INVESTMENT

During the course of 2017, the net assets of UCIs that were publicly traded on the Belgian market increased by 9.67 per cent, amounting to €194.43 billion on 31 December 2017.30

The growth in the number of UCIs distributed in Belgium during 2017 can be attributed to net new cash and to positive market effects on the underlying assets of the UCIs. As compared to the period from 2004 to 2013, when the Belgian UCI sector registered very volatile net sales with an average annual net redemption of €0.15 billion, the period from 2014 to 2017 was a period of strong recovery driven by net inflows.

Investor confidence in UCIs seems to have been restored since 2014, with UCIs distributed in Belgium witnessing on average an annual net inflow of €8.41 billion over the past four years, which can be seen as outstanding years with regard to net new cash in UCIs.31 The table below shows the total amount of net assets per investment strategy in 2016 and 2017.32

Net assets of Belgian and foreign UCIs (in € billion)

2016

2017

Billion €

%

Billion €

%

Bond UCIs

34.51

19.47

34.34

17.66

Sovereign bonds

3.90

2.20

3.94

2.02

Corporate bonds

5.17

2.92

5.62

2.89

Sovereign and corporate bonds

11.37

6.41

12.13

6.24

Other bonds

14.07

7.94

12.65

6.50

Monetary UCIs

4.41

2.49

4.33

2.23

In €

2.92

1.65

2.69

1.39

In other currencies

1.50

0.84

1.63

0.84

Equity UCIs

52.09

29.39

58.07

29.87

Belgium

1.16

0.65

1.50

0.77

€ countries

7.40

4.17

8.14

4.19

Europe

16.52

9.32

17.00

8.74

US

6.53

3.69

5.13

2.64

Asia

2.50

1.41

3.48

1.79

Worldwide

16.89

9.53

20.76

10.68

Other shares

1.10

0.62

2.05

1.06

Mixed UCIs

76.70

43.28

90.43

46.51

Pension funds

18.03

10.18

19.64

10.10

Constant proportion portfolio insurance funds

0.97

0.55

2.93

1.51

UCIs with capital guarantee

9.25

5.22

6.99

3.59

Linked to equity

8.00

4.51

6.50

3.34

Linked to interest rates, loans and currencies

1.25

0.70

0.49

0.25

Other

0.26

0.15

0.27

0.14

Total

177.22

100

194.43

100

The amount of assets of bond UCIs decreased by €0.18 billion (equivalent to minus 0.5 per cent) during the course of 2017. This decrease is entirely the result of exchange rate losses that the underlying securities registered, given the fact that the bond UCIs saw net repayments, while the 1.9 per cent decrease in the amount of net assets invested in monetary UCIs was mainly caused by the exchange rate losses that the underlying assets registered. The net assets of equity UCIs and mixed UCIs rose by 11.15 and 17.9 per cent, respectively. Finally, the net assets of UCIs with capital guarantee decreased by 24.4 per cent, and net assets of pension funds increased by 17.9 per cent.33

V KEY TRENDS

We are seeing three key trends impacting and reshaping the Belgian asset management industry (which, given the large number of foreign funds active in Belgium, is to a large extent a distribution industry):

  1. there is a clear trend towards simplicity, fuelled in part by a number of regulatory initiatives undertaken by the FSMA, with many complex fund structures either being simplified or restricted to professional investors only;
  2. another trend to note is the recent extension of a number of consumer laws to fund regulation. This impacts the way funds are designed and distributed (as certain terms and conditions in the prospectus may be considered unfair); and
  3. a third trend concerns the increased compliance and enforcement risks. Belgium has recently introduced a class action that may in certain events apply to fund mis-selling. Furthermore, since the end of 2013, increased civil sanctions (including a number of automatic nullities) apply in cases of violation of fund regulations.

VI SECTORAL REGULATION

i Insurance

The Law of 4 April 2014 on insurances (Insurance Law), which entered into force on 1 November 2014, is a partial transposition of Directive 2009/138/EC on the taking-up and pursuit of the business of insurance and reinsurance (Solvency II Directive), and consolidates the existing legislation with regard to the offering and conclusion of insurance contracts, insurance mediation and distribution, and supervision. Moreover, the Insurance Law introduces a number of new provisions, while also further clarifying the division of supervisory competences between the FSMA and the National Bank of Belgium.

The Insurance Law has introduced several new provisions with regard to investment funds that underlie unit-linked life insurances (branch 23).

As such, the cash benefits resulting from life insurance agreements, of which the investment risks are directly or indirectly borne by the policy holder, may only be linked to certain types of assets of which the risk can be adequately assessed by the insurer.34 Moreover, important new restrictions were introduced as to which types of assets the insurance benefits may be linked directly or indirectly, to the extent that the policyholder is a retail client (in the sense of the MiFID Law)35 and the place of engagement is Belgium.36

However, the Law of 18 April 2017, which contains various provisions on the economy, abolished Article 20 of the Insurance Law.

In 2014, the legislature intended to set up a level playing field regarding the type of assets or reference values for similar products (e.g., public undertakings for collective investment and branch 23 life insurance).

Owing to the recent entry into force of the Solvency II Directive, Article 20 of the Insurance Law could not be retained, as it applies to Belgian and EEA Member State undertakings, and the imposition of prudential rules falls under the jurisdiction of the insurer's home Member State.

ii Real property: SIR/GVV regime

Since the Law of 19 April 2014 implemented the AIFMD into Belgian law, Belgian real estate investment trusts (REITs) (sicafis) are automatically considered to be alternative investment funds subject to the requirements of the AIFMD. As a result, they are in a potentially less competitive position than real estate companies in other countries (such as REITs in the UK, REIT-AGs in Germany, listed property investment companies in France and fiscal investment institutions in the Netherlands) where a case-by-case analysis as to the application of AIFMD tends to apply.

Alongside the Belgian real estate funds regime, which continues to exist, the Law of 12 May 2014 on Regulated Real Estate Companies and the Royal Decree of 13 July 2014 created a new status: the regulated real estate company (SIR/GVV), which provides the opportunity for real estate companies carrying out commercial activities not to be caught under the AIFMD regulations.37

The SIR/GVV regime targets operational real estate companies engaged in commercial activities, such as the construction, rebuilding, renovating, developing, acquiring, selling, managing and operating of real estate assets, while the sicafi/vastgoedbevak regime is reserved for companies possessing the characteristics of an AIF (investment undertakings that raise capital from investors with a view to investing the collected funds in accordance with a defined investment policy for the benefit of these investors).

Any company willing to perform its activities under the SIR/GVV regime will have to obtain a licence from the FSMA beforehand. In addition, the commercial activities of a company opting for the SIR/GVV status must:

  1. a exclusively consist of placing real estate assets at the disposal of users, either directly or through a company in which it holds a shareholding of more than 25 per cent of the capital, a public or private partnership, or certain infrastructure agreements in the energy sector; and
  2. be based on a long-term strategy.38The Law distinguishes between:
  3. public SIR/GVVs (whose shares must be admitted to trading on a regulated market, and who raise funds in Belgium or abroad by means of a public offering of shares);
  4. institutional SIR/GVVs (whose shares must be held, directly or indirectly, by a public SIR/GVV to an extent of more than 25 per cent, and otherwise by eligible investors and, under certain conditions, by individuals); and

c SIR/GVVs with a social purpose (which are subject to specific rules).

The SIR/GVV Law contains a set of specific requirements in relation to:

  1. duration: the SIR/GVV must be incorporated for an indefinite period of time;
  2. capital requirements: the minimum share capital is €1.2 million;
  3. prior approval of the FSMA is required before the constitution of and any amendment to the articles of association;
  4. the management structure;
  5. administrative, accounting, financial and technical aspects;
  6. the appointment of independent experts;
  7. the diversification of the company's assets; and
  8. the appointment and remuneration of directors and certain managers.

iii Real property: FIIS/GVBF

The Royal Decree of 9 November 2016 created a new type of fund to facilitate real estate investments in Belgium and abroad: the specialised real estate investment fund (FIIS/GVBF). In contrast to the SIR/GVV form, which is based on a long-term strategy, FIIS/GVBFs are dedicated to short-term investments and have a limited term (10 years, with the option to extend for further five-year periods), they does not have to diversify their assets and they are not submitted to any restriction regarding their debt ratio).

As it is a fund, an FIIS/GVBF is as such subject to the AIFMD provisions unless it can prevail itself of an exemption. Entities held by a single investor and other entities exempted under Article 2.3 of the AIFMD can opt for FIIS/GVBF status, although they do not qualify as AIFs.

The FIIS/GVBF status is more flexible than the SIR/GVV status. It does not require a licence from the FSMA, but merely registration with the Federal Public Service Finance.

FIIS/GVBFs can invest in all kinds of real estate assets, with limited exceptions (e.g., the minimum value of their real estate assets must exceed €10 million, and they cannot act as real estate developers). They must distribute at least 80 per cent of their net profits.

From a tax point of view, the regime governing FIIS/GVBFs aims at being particularly attractive: opting for the FIIS/GVBF status triggers the payment of an 'exit tax' of 12.75 per cent (15 per cent as from 2020), and the tax regime for the remainder is identical to that applying to existing sicafis and SIR/GVVs (see Section VII).

VII TAX LAW

This brief description provides an overview of the main principles of the current tax treatment of asset management funds in Belgium, without unravelling the many technical details and exemptions that this tax regime entails.

i Taxation of the asset management funds

The Belgian tax treatment of asset management funds and their investments largely depends on the manner the investment vehicle is structured: as a collective investment fund without legal personality holding its assets on a contractual basis (contractual fund); a regulated collective investment company with separate legal personality (regulated investment company); or a Belgian company not qualifying as a regulated investment company (holding company).

Contractual funds are in principle considered to be tax-transparent, and are thus not subject to corporate income tax in Belgium. For tax purposes, the income received by a contractual fund is as a rule considered to be received directly by investors.

However, an annual subscription tax on the net outstanding assets of a contractual fund in Belgium will be due from the management company as from the year following registration with the FSMA. The tax rate currently equals 0.0925 per cent, and is decreased to 0.01 per cent with respect to compartments or classes that exclusively attract financing from institutional and professional investors acting for their own account.

A 'semi-transparent' tax regime is applicable to certain regulated investment companies, being, inter alia, open-ended and closed-ended investment companies that have a public or institutional character (as defined in the AIFMD Law), the SIR/GVV and the FIIS/GVBF (see Section V.ii).

Such regulated investment companies are formally subject to ordinary corporate income tax, but their tax base is substantially reduced, and is limited to certain non-deductible business expenses (not including write-downs and capital losses on shares) and received abnormal or gratuitous advantages. Payments made to regulated investment companies generally benefit from withholding tax exemptions in Belgium, and any Belgian withholding tax that would be deducted is creditable and refundable. As a consequence, such investment companies are, as a rule, not taxable in Belgium on income from or capital gains on their investments. An important exception to this rule is the 30 per cent withholding tax that may be due on Belgian source dividends,39 which constitutes an actual financial cost for the investment company, as this withholding tax is not creditable or refundable.

Any source state withholding tax is not creditable or refundable in Belgium. However, from a Belgian perspective, regulated investment companies are considered to qualify as tax residents for the purposes of double taxation conventions, and should thus be eligible to benefit from potential exemptions or reductions from taxation in the source state (which is, however, not undisputed).

Subscription tax is also applicable to regulated investment companies.

All income received (including capital gains, dividends and interest) by holding companies is, in principle, subject to the general corporate income tax rate (29.58 per cent for accounting years starting from 1 January 2018; 25 per cent for accounting years starting from 1 January 2020). However, dividends may be entirely exempt if the conditions of the participation exemption are fulfilled.40 A capital gains exemption on shares is available, which is subject to the same conditions as the dividend received deduction.

Holding companies are, however, not subject to subscription tax.

ii Taxation of investments by foreign investors (without a taxable presence in Belgium)

Foreign investors investing in contractual funds are generally considered to have directly invested in the assets of the fund, and their tax position should, in general, be determined as if they held the assets without the interposition of the fund. Dividends paid by the fund or capital gains realised at the occasion of the sale of parts in the fund are as such in principle not taxable in Belgium (although conditions apply).

Dividends paid by certain regulated investment companies to foreign investors are (subject to several conditions) exempt from Belgian withholding tax, except to the extent the payments come from Belgian real estate income or dividend payments received by a fund from Belgian companies. Capital gains realised on the shares of regulated investment companies by foreign investors are, as a rule, not taxable in Belgium.

Dividends received by foreign investors from holding companies are, in principle, subject to the Belgian withholding tax rate of 30 per cent, unless an exception applies (e.g., participation exemption, reduction or exemption based on double taxation conventions). Capital gains realised by foreign investors do not (under normal circumstances) attract taxation in Belgium.

A specific withholding tax exemption exists with respect to dividends paid by Belgian companies to non-resident pension funds.

In all circumstances, derogating rules apply to funds whose asset portfolio consists directly or indirectly of at least 10 per cent of debt instruments owned by individuals.

iii VAT

The applicable Belgian VAT rate on services provided by asset managers is 21 per cent. However, a particular exemption for the management of collective investment funds exists.

iv Anti-avoidance measures

The Belgian general anti-abuse rule allows the tax authorities to disregard a legal act or series of legal acts carrying out one and the same transaction, provided that the tax authorities demonstrate that 'tax abuse' is at issue, which means (in general terms) that the taxpayer is acting in contradiction to the objectives of a certain tax rule. Additionally, a specific anti-abuse provision exists that restricts the application of the (100 per cent) dividend received deduction and the Belgian dividend withholding tax exemption in the case of a legal act or series of legal acts that are shown to be artificial and entered into primarily to obtain the Belgian dividend received deduction, the Belgian withholding tax exemption or any advantage based on the Parent–Subsidiary Directive in another EU Member State.

Payments that are made directly or indirectly by Belgian companies above a cumulative threshold of €100,000 to non-cooperative jurisdictions and tax havens must be mentioned on a separate form that is joined to the payer's corporate income tax declaration. The deduction of such payments from the taxable income of the payer is, in principle, refused if no such declaration is made or, even if a declaration is made, if the payer fails to demonstrate that such payments are framed within real and genuine transactions, and that the counterparty is not an artificial construction.


Footnotes

1 Tom Van Dyck, Valérie Simonart and Laurence Pinte are partners, Steven Peeters is counsel and Karolien Decoene is a senior attorney at Liedekerke Wolters Waelbroeck Kirkpatrick.

2 Royal Decree of 24 April 2014 approving a regulation of the FSMA banning the marketing of certain financial products to non-professional clients.

4 Directive 2009/65/EU.

5 Part 2, Book 2 of the UCITS Law (Articles 6–115).

6 Part 2, Book 3 of the UCITS Law (Articles 148–159).

7 The obligation of pre-approval by the FSMA applies to publicly offered Belgian UCITS, as well as to foreign UCITS fulfilling the conditions of the UCITS Directive, of which the shares are publicly offered in Belgium.

8 Part 3, Book 2 of the UCITS Law (Articles 188–255).

9 Part 3, Book 3 of the UCITS Law (Articles 256–271).

10 Directive 2011/61/EU of 8 June 2011 on Alternative Investment Fund Managers.

11 Articles 1–9 of the AIFMD Law.

12 When determining whether 'marketing in Belgium' takes place, it is of no significance whether the AIF belongs to the open-ended or closed-ended type; or whether the AIF is constituted under the law of contract, under trust law, under statute or has any other legal form.

13 This is irrespective of whether such AIFs are authorised or registered in an EU Member State or not.

14 The AIFMD Law's use of the terms 'European Economic Area' and 'European Union' is not cohesive: Article 3, 22° of the AIFMD Law defines the manager of an EU AIFM as 'a manager of an AIF with its registered office in a member state of the European Economic Area'.

15 Articles 10–112 of the AIFMD Law.

16 Articles 114–133 of the AIFMD Law.

17 Articles 134–165 of the AIFMD Law. In accordance with Article 493 AIFMD Law, Articles 134–165 will only enter into force on the date determined in the European Commission's delegated act adopted by the European Commission pursuant to Article 67(6) of the AIFMD. Until the date of entry into force, the system of private placements provided in Articles 497–499 AIFMD Law applies. With regard to public offerings, the provisions of Articles 503 and 504 AIFMD Law apply.

18 AIFMs managing AIFs with total assets under their management of a value of less than €100 million; or AIFMs managing AIFs with total assets under their management of a value of less than €500 million (if the AIF portfolios are unlevered and no redemption rights exist during a period of five years following the date of initial investment in each AIF).

19 Part III, Book 1 of the AIFMD Law (Articles 180–280).

20 AIFs raising capital solely from eligible investors acting on their own behalf and whose securities may only be acquired by such investors.

21 Ibid.

22 Part III, Book 2 of the AIFMD Law (Articles 281–305).

23 Article 3, 27° of the AIFMD Law.

24 Article 5, Section 1.

25 As such, the passport provided in Part II of the AIFMD Law does not apply to AIFs whose shares are publicly offered in Belgium.

26 In accordance with Article 183 AIFMD Law, the admitted categories of investments are financial instruments and liquid assets; options and forwards, currencies and exchange index contracts; real estate; high-risk capital; financial instruments issued by non-listed companies; and any other permitted categories of investment (as specified in the relevant Royal Decree).

27 The following documents must be distributed: the prospectus; the KIID; the annual and semi-annual reports; the fund rules or instruments of incorporation; and all communications and notifications to the shareholders.

28 FSMA Circular 2013–04 of 14 February 2013 relating to the notification procedure for undertakings for collective investment governed by Belgian law and fulfilling the conditions of Directive 2009/65/EU.

29 FSMA Circular 2013–05 of 14 February 2013 relating to the notification procedure for undertakings for collective investment governed by the law of another Member State of the European Economic Area and fulfilling the conditions of Directive 2009/65/EU.

30 Belgian Asset Managers Association (BEAMA) Annual Report 2017, 2.

31 BEAMA Annual Report 2017, 2.

32 BEAMA Annual Report 2017, 12.

33 BEAMA Annual Report 2017, 10.

34 Article 19 of the Insurance Law.

35 Article. 2 29° of the Law of 2 August 2002 on the supervision of the financial sector and on financial services (MiFID Law).

36 Article 20 of the Insurance Law.

37 All sicafis/vastgoedbevaks that existed before the introduction entry into force of the SIR/GVV Law have opted to apply the SIR/GVV status.

38 In accordance with Article 2, 6° of the Law of 19 April 2014, the activity of 'making real estate assets at the disposal of its users' is defined as 'the granting of rights by the SIR/GVV to the user of an immovable good, in accordance with a lease-, or superficies agreement, usufruct, or in accordance with any other agreement granting a right of use or occupation'.

39 If no dividend withholding tax exemption applies. A dividend withholding tax exemption is available in cases where the investment company has a 10 per cent shareholding in a Belgian company for a period of at least one year.

40 More flexible conditions apply to certain non-regulated investment companies.