Law On Alternative Collective Investment Undertakings And Their Managers

Original Language Title: Loi relative aux organismes de placement collectif alternatifs et à leurs gestionnaires

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Read the untranslated law here: http://www.ejustice.just.fgov.be/cgi/article_body.pl?numac=2014003229&caller=list&article_lang=F&row_id=600&numero=682&pub_date=2014-06-17&dt=LOI&language=fr&fr=f&choix1=ET&choix2=ET&fromtab=+moftxt&trier=publication&sql=dt+=+'LOI'&tri=pd+AS+RANK+

Posted the: 2014-06-17 Numac: 2014003229 SERVICE PUBLIC FÉDÉRAL ÉCONOMIE, P.M.E., CLASSES averages and energy, FEDERAL PUBLIC SERVICE JUSTICE and SERVICE PUBLIC FÉDÉRAL FINANCES April 19, 2014. -Law on alternative collective investment undertakings and their managers PHILIPPE, King of the Belgians, to all, present and to come, hi.
The Chambers have adopted and we endorse the following: part I. -General provisions Article 1. This Act regulates a matter referred to in article 78 of the Constitution.
S.
2. this Act provides (a) the partial transposition of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on investment fund managers and amending and alternative Directives 2003/41/EC and 2009/65/EC and regulations (EC) No 1060/2009 and (EU) No. 1095/2010, (b) transposition of Directive 2013/14/EU of the European Parliament and of the Council of 21 may 2013 amending the Directive 2003/41. EC on the activities and supervision of institutions for occupational retirement provision, Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) and 2011/61/EU Directive on alternative investment fund managers in relation to the excessive reliance on credit ratings (c) the partial transposition of Directive 2011/89/EU of the European Parliament and of the Council of November 16, 2011 amending Directives 98/78/EC, 2002/87/EC, 2006/48/EC and 2009/138/EC with regard to the supplementary supervision of financial entities of financial conglomerates, (d) the transposition of Regulation (EU) No. 345/2013 of the European Parliament and of the Council of 17 April 2013 European venture capital funds (e) the transposition of Regulation (EU) No. 346/2013 of the European Parliament and of the Council of 17 April 2013 funds European social entrepreneurship, and (f) the partial transposition of Directive 78/2010/EU of the European Parliament and of the Council of 24 November 2010 to amend the Directives 98/26/EC, 2002/87/EC, 2003/6/EC, 2003/41/EC 2003/71/EC, 2004/39/EC, 2004/109/EC, 2005/60/EC, 2006/48/EC, 2006/49/EC, and 2009/65/EC with regard to the competences of the European surveillance (European banking authority), the European authority supervisory authority (European insurance and occupational pensions authority) and the European supervisory authority (European financial markets authority).
S. 3. for the purposes of this Act and the orders and regulations for its execution, shall mean: 1 ° "mutual fund": a Belgian or foreign body whose object is the collective investment of financial resources;
2 ° "alternative collective investment organism" or "OPCA": collective investment organizations, including their investment compartments, which has) raise capital from a number of investors to invest them, according to an investment policy defined in the interests of these investors. and (b)) that do not meet the conditions of Directive 2009/65/EC.
3 ° 'undertaking for collective investment that meets the conditions of Directive 2009/65/EC': a mutual fund that invests in investments meeting the conditions laid down by Directive 2009/65/EC;
4 ° "public alternative collective investment organization": an alternative mutual fund that collects its financial resources by means of a public offer of shares in Belgium;
5 ° "investment funds alternative non-public organization": an undertaking for collective investment alternative which does not collect its financial resources by means of a public offer of shares in Belgium;
6 ° "alternative institutional mutual fund": an agency alternative collective investment which collects its financial resources, in Belgium or abroad, exclusively from eligible investors acting on their own behalf, and whose shares may be acquired only by such investors and who is registered in accordance with the provisions of this Act or orders taken for execution;
7 ° "investment funds alternative private organization": an undertaking for collective investment alternative that collects its financial resources, in Belgium or abroad, exclusively with investors acting on their own behalf, and whose shares may be acquired only by such investors or by other investors under the conditions determined by the King and who is registered in accordance with the provisions of this Act or orders made for its implementation;
8 ° "undertaking for collective investment alternative to variable number of shares": a) for the purposes of the provisions of part II, an OPCA opened, as defined in accordance with article 4(4) of Directive EU-61-2011;
(b) for the purposes of the other provisions of this Act, the under articles 248 and 249 OPCA which shares are, at the request of the participants, repurchased or redeemed, directly or indirectly, out of the assets of this organization at a price which is calculated on the basis of its asset value. Shall be assimilated to such repurchase or redemption the fact for the organism to act so that the value of its shares listed on an MTF or a regulated market differ fundamentally from their inventory value;
9 ° "undertaking for collective investment alternative to fixed number of shares": a) for the purposes of part II, an OPCA closed, as defined in accordance with article 4(4) of Directive EU-61-2011;
(b) for the purposes of the other provisions of this Act, the undertaking for collective investment whose shares are not redeemed at the request of participants of the assets of the mutual fund;
10 ° "mutual fund": the mutual fund which takes the form contract, consisting of an undivided heritage managed by a management company OPCA on behalf of the participants, whose rights are represented by shares;
11 ° "investment company": the mutual fund which is the statutory form, constituted in accordance with the provisions of this Act and its enforcement orders, in the form of a company with legal personality;
12 ° "alternative collective investment management company" or "management company": the legal person whose usual activity is the management of one or several OPCA, regardless of its legal structure, which is not itself an OPCA;
13 ° "Manager of collective investment undertakings" alternative or "Manager": a management company OPCA or an OPCA which is not managed by a collective of OPCA;
14 ° 'management company of undertakings for collective investment that meet the conditions of Directive 2009/65/EC': the company referred to in article 3, 12 ° of the law of August 3, 2012;
15 ° "alternative collective investment of the Union Organization": has) an OPCA licensed or registered in a State member of the European economic area under the applicable national law;
b) an OPCA is not licensed or registered in a Member State of the European economic area, which has its registered office or central administration in a Member State of the European economic area;
16 ° "alternative collective investment undertakings of third countries organization": an OPCA who is not a Union OPCA;
17 ° "Manager established in a third country": an OPCA handler who is not a manager of OPCA of the Union;
18 ° "Reference Member State": the Member State determined in accordance with article 37, § 4 of 2011/61/EU Directive.
19 ° "legal representative": a natural person resident in the European economic area or a legal person having its registered office in the EEA European and that, expressly designated by a manager established in a third country, is, in the European economic area, on behalf of this handler established in a countries towards the authorities, clients, bodies and counterparts of the Manager in what concerns the obligations of the latter in accordance with this Directive;
20 ° "branch of an alternative investment fund manager": a place of business which forms a dependent part of legal personality of a manager of OPCA and which conducts directly, in whole or in part, activities authorized under the approval of the Manager of OPCA; several operating seats created in the same State by a manager of OPCA having its registered office in another Member State or in a third country are regarded as a single branch;
21 ° "bench": (a) for managers, "with its registered";
(b) for OPCA, "chartered or registered" or, if the OPCA is neither authorized nor registered, "having its registered office".
(c) for custodians, "having its registered office or a branch";
(d) to guardians who are legal entities, "having its registered office or a branch";
(e) for the legal representatives who are natural persons, "domiciled";
22 ° "alternative collective investment undertakings of the Union Manager": a manager of OPCA having its registered office in a Member State of the EEA European;
23 ° "Member State of origin of the alternative mutual fund": (a) the Member State in which the OPCA is licensed or registered under the national law or, in the case of approvals or registrations

multiple, the Member State in which the OPCA has been approved or registered for the first time.
(b) if the OPCA is not licensed or registered in a Member State, the Member State in which it has its registered office or central administration;
(c) in the case of an OPCA which has no designated management company, the Member State in which it has its registered office;
24 ° "Member State of origin of the alternative investment fund manager": the State member in which the Manager has its registered office; for managers established in a third country, all references to "the Member State of origin of the Manager" means the Member State of reference as provided for in title II, book II of part II;
25 ° "Manager of undertakings for collective investment alternative home Member State": as the case, one of the following definitions: (a) one Member State other than the Member State of origin, in which a Union Manager manages the OPCA of the Union;
(b) one Member State other than the Member State of origin, in which a manager of the Union sells shares of a Union OPCA;
(c) one Member State other than the Member State of origin, in which a manager of the Union sells the shares of a third country OPCA;
(d) one Member State, other than the reference Member State, in which a manager established in a third country manages OPCA of the Union;
(e) one Member State, other than the reference Member State, in which a manager established in a third country markets shares of the Union OPCA;
(f) one Member State, other than the reference Member State, in which a manager established in a third country markets units of OPCA from third countries;
26 ° "marketing of units of undertakings for collective investment alternative": an offer or an investment, direct or indirect, on the initiative of the Manager, or on behalf of units of the concerned OPCA destined for investors domiciled or having their registered office in the European economic area;
27 ° "bid": has) any communication made in any form and by any means whatever, to individuals and presenting information sufficient on the terms of the offer and on tracks to offer to an investor to decide to purchase or subscribe securities, and which is made by the OPCAS, by the person who is able to transfer securities or on their behalf.
Is presumed to act on behalf of the mutual fund or the person who is able to give the titles, any person who receives directly or indirectly, remuneration or benefit on the occasion of the offer.
b) admission to trading on an MTF or a regulated market that is accessible to the public;
28 ° "offering": one who performs a public offer or that, with respect to the tender offer referred to in article 3, 27 °, b), submitted an application for admission to the negotiations;
29 ° "intermediation": any intervention, even as temporary or incidental activity, and in any capacity whatsoever, with respect to investors in a takeover of collective investment securities placement, referred to in article 3, 27 °), for the account of offeror or the undertaking for collective investment, against remuneration or benefit of any kind and granted directly or indirectly by offeror or by the undertaking for collective investment;
30 ° "professional investors": 1 ° business customers referred to in Appendix A of the royal decree of 3 June 2007;
2 ° the eligible counterparties within the meaning of article 3, § 1 of the royal decree of 3 June 2007.
Investment firms and credit institutions shall communicate their classification of professional clients and eligible counterparties to the OPCA which apply without prejudice to the law of 8 December 1992 relative to the protection of privacy with regard to the processing of personal data.
31 ° "eligible investors": investors referred to in paragraph 2 and the investors designated by the King under section 3, 1 °, excluding investors referred to in section 3 (2).
Are considered as eligible investors professional investors.
Nevertheless, the King may, by royal decree taken on advice of the FSMA, has) extend the notion of eligible investor in distinguishing, where appropriate, depending on the type or category of OPCA, in whole or in part of corporations that do not qualify as professional investors and who asked to be registered in the register of eligible investors;
(b) limiting the concept of eligible investor in distinguishing, where appropriate, depending on the type or category of OPCA.
The FSMA gives the register of eligible investors referred to in section 3, a). The King determines the procedure of registration in the register and the procedure for access to it for third parties;
32 ° 'retail investor': an investor who is not a professional investor;
33 ° "an alternative mutual fund shares": a) the shares of OPCA, and b) other financial instruments that the OPCA issues, without prejudice to the application of the legal provisions and regulations relating to the issuance of financial instruments other than shares by the OPCA;
34 ° "alternative units of collective investment undertakings": a) the shares of an investment company and all other securities representing the capital of the investment company, and b) all securities of the undivided interests in a mutual fund.
35 ° "participants": holders of an OPCA;
36 ° 'financial instrument': an instrument referred to in article 2 of the law of 2 August 2002;
37 ° "multilateral trading system (Multilateral trading facility-MTF)": a multilateral system, operated by an investment firm, a credit institution or a company of market, which ensures the meeting in its midst and in accordance with non-discretionary rules of multiple interest buyers and sellers expressed by third parties for financial instruments, in a way that will lead to the conclusion of contracts in accordance with the provisions of chapter II of the law of 2 August 2002 or title II of Directive 2004/39/EC;
38 ° "regulated market": any market regulated, Belgian or foreign, referred to in article 2, 3 °, 5 ° and 6 °, of the law of 2 August 2002;
39 ° "issuer": a transmitter within the meaning of article 2, § 1, 8 ° of the royal decree of 14 November 2007, which has its registered office in the European economic area and whose shares are admitted to trading on a regulated market;
40 ° "non-listed company": a company whose registered office is established in the European economic area and whose shares are not admitted to trading on a regulated market;
41 ° "functions of management of undertakings for collective investment alternative": a) the OPCA investment portfolio management;
(b) risk management;
c) the administration of the OPCA, which include: i) legal services and accounting management of OPCA, including the establishment and publication of the annual accounts;
(ii) responses to requests for information from the participants of the OPCA;
(iii) the portfolio assessment and the determination of the value of the shares of the OPCA (including fiscal aspects);
(iv) the control of compliance with legal and regulatory provisions applicable to the OPCA;
(v) maintaining the register of holders of registered shares);
(vi) the distribution of income between classes of units and types of units of the OPCA);
(vii) the issue and redemption of the units of the OPCA;
VIII) the outcome of the contracts, including the sending of the OPCA shares;
(ix) the registration of operations and conservation of parts y;
(d) the marketing of units of OPCA);
(e) the assets of an OPCA-related activities, namely, the execution of services necessary for that are satisfied the fiduciary Manager, infrastructure management, administration of real property activities, the business consulting concerning the capital structure, industrial strategy and related matters the Council and services in mergers and acquisitions and other services related to the management of the OPCA and companies and other assets in which it has invested;
42 ° "independent control function": the internal audit function, the compliance function and the function of risk management;
43 ° "investment services": a) individual portfolio management: the management of portfolios on an individualized basis under a mandate given by the client where such portfolios include one or more financial instruments referred to in article 2, 1 °, of the law of 2 August 2002;
b) placement consultant: the provision of personal recommendations to a client, in relation to one or more transactions relating to one or more financial instruments referred to in article 2, 1 °, of the law of 2 August 2002;
c) the custody and administration: the guard and administration, for units of undertakings for collective investment;
(d) the receipt and transmission of orders: the reception and transmission of orders on financial instruments;
44 ° "designated Corporation" or "management company that manages an alternative mutual fund": a management company which at least exercises management functions referred to in article 3, 41 °, a) or b) for an OPCA;
45 ° "feeder": has) a public OPCA to variable number of shares under Belgian law, or a compartment of this mutual fund, which was authorized to invest,

by way of derogation from the principle of distribution of the risks referred to in article 182, at least 85% of its assets in shares of an another OPCA public variable number of units of Belgian or a fund under Belgian law law meets the requirements of Directive 2009/65 / EC or compartment;
(b) a non-public OPCA, which invests at least 85% of its assets (i) in an another OPCA shares, or (ii) the shares of several other OPCA when they have identical investment strategies, or (iii) that is exposed in some other way for at least 85% of its assets to a such OPCA;
46 ° 'master': a) in the case of point 45 °, has), a public OPCA to variable number of shares under Belgian law or any of its compartments, or a public fund under Belgian law which meets the conditions of Directive 2009/65/EC: i) which has at least a feeder referred to in point 45 ° a) among its participants, ii) which is not itself a feeder (, and iii) which does not share a feeder.
((b) in the case of point 45 °, b), an OPCA or any of its compartments in which another non-public OPCA invests or has an exhibition in accordance with point 45 °, b);
47 ° "customers of the alternative collective investment management company": any natural or legal person or any other entity, including the institutions for occupational retirement provision referred to in article 2, 1 ° of the law of 27 October 2006 on the supervision of institutions for occupational retirement provision in favour of which the OPCA management company exercises one of the functions of management under 41 ° of this article or rendered a service referred to in 43 ° of this article;
48 ° 'holding company': a company holding stakes in one or more other companies, whose business purpose is to implement one or more enterprise policies through its subsidiaries, its associated companies or affiliates to contribute to the creation of long-term value and who either (a) operates on its own account and whose shares are admitted to trading on a regulated market in the European economic area; or (b) was not created for the primary purpose of generating a profit in the head of its investors by the cession of its subsidiaries or its associated companies, as evidenced by its annual report or other official document;
49 ° 'ad hoc securitisation structures': entities whose exclusive purpose is to carry out one or more securitisation transactions within the meaning of article 1, 2 °, of Regulation (EC) No 24/2009 of the European Central Bank of 19 December 2008 concerning statistics on the assets and liabilities of shell companies engaged in securitisation transactions and other activities appropriate to this end;
50 ° "prime broker": a credit institution, an investment firm regulated or other entity subject to prudential regulation and monitoring, offering services to professional investors mainly to finance or execute transactions on financial counterparty instruments and which may also provide other services such as the clearing and settlement of transactions conservation services, the loan of securities, technical services and operational support to measure;
51 ° "capital gains incentives": a share of the profits of the OPCA who returns to the Manager as compensation for the management of the OPCA, and excluding any share of the benefits of the OPCA returning to the Manager in respect of the performance of investments made by the Manager in the OPCA;
52 ° "close links": a situation in which at least two natural or legal persons are linked by: (a) participation, directly or by way of control, at least 20% of the capital or of the voting rights of a company;
(b) a control, namely the relationship between a parent company and a subsidiary as referred to in articles 5 to 9 of the Code of corporations; for the purposes of this paragraph, a subsidiary of a subsidiary is also regarded as a subsidiary of the parent company of these subsidiaries.
A situation in which at least two natural or legal persons are linked continuously to the same person by a control relationship is also considered a "close link" between such persons;
53 ° 'parent company': the parent company as defined in article 6, 1 ° of the companies Code;
54 ° "subsidiary": such subsidiary as defined in article 6, 2 ° of the companies Code;
55 ° 'control': control as defined in sections 5 to 9 of the Code of corporations.
56 ° "qualifying holding": holding in a management company participation, direct or indirect, representing at least 10% of the capital or of the voting rights, or allowing to exercise a significant influence over the management of the management company or of the OPCA in which is held this participation;
the calculation of voting rights settled in accordance with the provisions of the law of May 2, 2007, as well as those of its orders of execution; It is not taken into account voting rights or shares held following the underwriting of financial instruments and/or placing of financial instruments with firm commitment, provided that, on the one hand, these rights are not exercised or otherwise used to intervene in the management of the issuer and, on the other hand, they are transferred within a period of one year after their acquisition;
57 ° 'initial capital': the paid-up capital plus share premium, reserves and deferred;
58 ° "leverage effect": any method by which the Manager increases the exposure of an OPCA it manages, whether through borrowing liquidity; or securities, by derived positions or by any other means
59 ° "own funds": own funds referred to in articles 56 to 67 of Directive 2006/48/EC. For the purposes of the present paragraph, articles 13 to 16 of Directive 2006/49/EC of the European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment firms and credit institutions shall apply by analogy;
60 ° 'workers representatives': the representatives of the employees provided for by legislation or practice applicable, Belgian or foreign;
61 ° "open consultation": the procedure referred to in article 2, 18 °, of the law of 2 August 2002;
62 ° "ESMA": the European authority of financial markets (European Securities and Markets Authority) as established by regulation European no. 1095/2010 of the European Parliament and of the Council of November 24, 2010;
63 ° "ESRB": the European systemic risk Board (European Systemic Risk Board) Committee, as established by regulation European no. 1092/2010 of the European Parliament and of the Council of November 24, 2010;
64 ° "competent authorities": the national authorities of the Member States authorized under an act or regulation, to monitor (a) the OPCA and (b) the OPCA management companies;
65 ° "competent authorities" in reference to a custodian: a) if the custodian is a credit institution authorised under Directive 2006/48/EC, the competent authorities as defined in article 4, point 4) of the said Directive;
((b) if the custodian is an investment firm authorised under Directive 2004/39/EC, the competent authorities as defined in article 4, § 1, item 22) of the said Directive;
c) if the custodian belongs to a category of establishment referred to in article 21, § 3, paragraph 1, point c) directive EU-61-2011, national of its home Member State authorities empowered under an act or regulation, to monitor these categories of establishment;
(d) if the custodian is an entity referred to in article 21, § 3, paragraph 3 of Directive EU-61-2011, national authorities of the Member State in which the entity has its registered office and who have the right, under a statute or regulation, to monitor the entity or the competent official body to record or monitor this entity in accordance with the rules of professional conduct which are applicable;
(e) if the custodian is designated as depositary of an OPCA from third countries in accordance with article 21, § 5, b) 2011/61/EU directive, and survey the scope of issues not did) to d) of this paragraph, the national authorities concerned of the third country where the depositary has its registered office;
66 ° "competent authorities of an undertaking for collective investment alternative of the Union": the national authorities of a Member State entitled under an act or regulation, to monitor the OPCA;
67 ° "supervisory authorities": referring to OPCA from third countries, the national authorities of a third country authorised, under a statute or regulation, to monitor the OPCA;
68 ° "supervisory authorities": referring to managers of OPCA established in a third country, the national of a third country authorities empowered by law or regulation, to monitor the OPCA managers;
69 ° "FSMA": the authority of financial markets and services referred to in article 44 of the law of 2 August 2002;
70 ° "Bank": the National Bank of Belgium, referred to in the law of 22 February 1998 establishing the Organic Statute of the National Bank of Belgium;
71 ° "the present Act and the orders and regulations for its execution": the present law, the orders and regulations respectively made by the King or the FSMA under its provisions and regulations and technical standards of regulation adopted by the Commission under the provisions of Directive EU-61-2011;
324

"law of 22 July 1953": the Act of 22 July 1953 creating an Institute of the réviseurs d'Entreprises and organizing the public oversight of the profession of Auditor;
73 ° "law of 9 July 1975": Act of 9 July 1975 on the control of insurance undertakings;
74 ° "law of 4 December 1990": Act of 4 December 1990 on financial transactions and financial markets;
75 ° "law of April 25, 2014": the Act of April 25, 2014 the status and control of credit institutions;
76 ° "law of 6 April 1995": Act of 6 April 1995 on the status and control of investment firms;
77 ° "law of 22 February 1998": the law of 22 February 1998 establishing the Organic Statute of the National Bank of Belgium;
78 ° "law of 2 August 2002": Act of 2 August 2002 on the supervision of the financial sector and financial services;
79 ° "law of 22 March 2006": the law of 22 March 2006 on intermediation in banking and investment services and the distribution of financial instruments;
80 ° "law of 16 June 2006": Act of 16 June 2006 on public offers of investment instruments and admission of investment instruments to trading on regulated markets;
81 ° "law of 2 May 2007": Act of 2 May 2007 on advertising of major holdings in issuers whose shares are admitted to trading on a regulated market various provisions;
82 ° "law of February 16, 2009": Act of February 16, 2009 on reinsurance;
83 ° "royal decree of 3 June 2007": the royal decree of 3 June 2007 on the rules and regulations intended to transpose the Directive on markets in financial instruments;
84 ° "law of August 3, 2012": the law of August 3, 2012 on collective investment undertakings which meet the conditions of Directive 2009/65/EC and to the investment in debt claims.
85 ° "Directive 77 / 91 / EEC": Directive 77/91 / EEC of the Council of 13 December 1976 on coordination to make them equivalent safeguards which are required in the Member States of companies within the meaning of article 58, second subparagraph of the Treaty for the protection of the interests of members and third parties, in relation to the constitution of the company and the maintenance and alteration of their capital , in relation to acquisitions of own shares;
86 ° 'Directive 2002 / 14 / EC': Directive 2002/14/EC of the European Parliament and of the Council of 11 March 2002 establishing a general framework for the information and consultation of workers in the European Community;
87 ° 'Directive 2003 / 41 / EC': Directive 2003/41/EC of the European Parliament and of the Council of 3 June 2003 on the activities and supervision of institutions for occupational retirement provision;
88 ° "Directive 2003 / 71 / EC": Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when the public offer of securities or the admission of securities to trading, and amending Directive 2001/34/EC;
89 ° 'Directive 2004 / 25 / EC': Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids.
90 ° 'Directive 2004 / 39 / EC': Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, amending the Directives 85/611 / EEC and 93/6/EEC of the Council and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22 / EEC;
91 ° 'Directive 2004 / 109 / EC': Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC;
92 ° 'Directive 2006 / 43 / EC': Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts and amending Directives 78/660 / EEC and 83/349/EEC and repealing Council Directive 84/253 / EEC of the Council;
93 ° 'Directive 2006 / 48 / EC': Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to access to the activity of credit institutions and pursuit (recast);
94 ° 'Directive 2006 / 49 / EC': Directive 2006/49/EC of the European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment and credit institutions (recast) companies;
95 ° 'Directive 2006 / 73 / EC': Directive 2006/73/EC of the Commission of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of this Directive;
96 ° 'Directive 2009 / 65 / EC': Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (recast);
97 ° "2011 / 61 EU / directive": 2011/61/EU Directive of the European Parliament and of the Council of 8 June 2011 on investment fund managers and amending and alternative Directives 2003/41/EC and 2009/65/EC and regulations (EC) No 1060/2009 and (EU) No. 1095/2010;
98 ° "regulation" 583/2010: Regulation (EU) no 583/2010 Commission on July 1, 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council with regard to key information for the investor and the conditions to be met when providing information key to the investor or the prospectus in one durable medium other than paper or through a web site;
99 ° "regulation 1092/2010": Regulation (EU) no 1092/2010 of the European Parliament and of the Council of 24 November 2010 on macro-prudential oversight of the financial system in the European Union and establishing a European systemic risk Board.
100 ° ' regulation 1095/2010 ": Regulation (EU) No 1095/2010 of the European Parliament and of the Council of November 24, 2010 establishing a European supervisory authority (European authority of financial markets), amending decision no 716/2009/EC and repealing decision 2009/77/EC of the Commission;
101 ° "regulation 231/2013": the delegated Regulation (EU) No. 231-2013 Commission on December 19, 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council as regards the derogations, the General conditions of exercise, custodians, leverage, transparency and monitoring;
102 ° "regulation 345/2013": Regulation (EU) No. 345/2013 of the European Parliament and of the Council of 17 April 2013 European venture capital funds;
103 ° "Regulation 346/2013": Regulation (EU) No. 346/2013 of the European Parliament and of the Council of 17 April 2013 on social entrepreneurship fund European.
S.
4. references in this Act, 2011/61/EU Directive or any of their provisions, also include a reference to the corresponding provisions of the regulations and technical standards of regulation adopted by the Commission pursuant to Directive EU-61-2011.
S. 5 § 1.
For the purposes of article 3, 27 °, the following offers of securities of investment funds are not a public character: 1 ° securities offerings addressed only to professional investors;
2 ° offers addressed securities less than 150 individuals or legal entities, other than professional investors;
3 ° offers of securities, other than shares in undertakings for collective investment to variable number of shares, which require a consideration of at least 100,000 euros by investor and class of securities;
4 ° offers of units of collective investment undertakings to variable number of shares, which require a consideration of at least 250,000 euros by investor and class of securities;
5 ° offers of securities, other than shares in undertakings for collective investment in variable number of shares, whose denomination per unit amounts at least to EUR 100,000;
6 ° offers titles with less than 100,000 euros, calculated on a 12-month period the total amount in the European economic area.
When resale of securities which were previously the subject of one or more offers referred to in paragraph 1, the definition referred to in article 3, 27 °, and the criteria referred to in paragraph 1 of this subsection shall apply to determine whether that resale is an offer.

§ 2. For the purposes of article 3, 27 °, b), the King may define the concept of public.

§ 3. For the purposes of article 3, 7 °, the King may define: 1 ° there are to be understood by investors.
2 ° the terms and the conditions allowing investors deprived of yield securities issued by the private OPCA.
S. 6 § 1. Are subject to the provisions of this Act: 1 ° the Belgian OPCA;
2 ° the foreign OPCA marketed in Belgium;
whether it's a fixed number mutual fund or variable parts and that the mutual fund is the contractual form of trust, or the statutory form or have any other legal form.
§ 2. Are subject to the provisions of this Act the OPCA managers, regardless of their legal structure, 1 ° under Belgian law, that independently manage one or more OPCA, that whether the Union OPCA

or from third countries;
2 ° of the law of another Member State of the EEA European, which manage one or more OPCA under Belgian law or which market one or several OPCA in Belgium;
3 ° established in a third country;
(a) that manage one or more of the Union with the Belgium OPCA is the reference Member State; or (b) that manage one or more OPCA under Belgian law the Belgium is not the reference Member State;
4 ° established in a third country;
(a) that market one or several OPCA in the European economic area, regardless to whether EU or third countries, and including the Belgium OPCA is the reference Member State; or (b) who market one or several OPCA in Belgium, irrespective of the fact whether it is OPCA EU or third country, the Belgium is not the reference Member State.
S. 7. unless otherwise provided, this Act is not applicable to the following entities: 1 ° companies holding;
2 ° institutions for occupational retirement provision falling under Directive 2003/41 / EC, including where appropriate, authorized entities which are responsible for the management of these institutions and who act on their behalf, referred to in article 2, paragraph 1 of the said Directive, or investment managers designated in accordance with article 19, paragraph 1, of the Directive insofar as they manage not OPCA;
3 ° the supranational such as the Central Bank European, the Bank European investment, fund European investment, the European institutions of development financing and banks bilateral development, the World Bank, the international monetary fund, and the other supranational institutions and international similar bodies when they manage the OPCA and insofar as these OPCA Act in the public interest;
4 ° the national central banks;
5 ° the national, regional and local authorities, and other organizations or institutions which manage funds intended for the financing of social security and pension schemes;
6 ° the systems of participation of workers or workers savings plans;
7 ° the structures ad hoc securitisation, including investment in debt claims undertakings governed by the law of August 3, 2012.
S.
8. unless otherwise provided, this Act is not application to managers that manage one or more OPCA whose only participants are Manager or parent corporations or subsidiaries of the Manager or other subsidiaries of such parent companies, provided that none of these participants is itself an OPCA.
S. 9. the Belgian law and foreign law managers operating in Belgium under the provisions of this Act are only entitled to public use in Belgium of the terms "alternative mutual fund manager", "OPCA Manager" or "Manager of FIA", or similar terms, including in their name, in the description of their purpose in their titles, effects or documents or in their advertising.
In cases where there is a likelihood of confusion, the FSMA may impose on managers of foreign law the addition to their denomination of an explanatory statement.
Part II. -PROVISIONS harmonized relating to managers of investment alternative collective book I. -Managers of Belgian law title I:. -Provisions of general application chapter I:. -Scope art. 10 § 1. With the exception of paragraph 2 of this article, this title shall apply: 1 ° to managers of Belgian law, which independently manage one or more OPCA, that whether OPCA EU or third countries; and (2) to the extent provided by article 134 et seq., managers established in a third country, (a) that handle one or more of the Union with the Belgium OPCA is the reference Member State or (b) that market one or several OPCA in the European economic area, regardless to whether OPCA EU or third countries , and which the Belgium is the reference Member State, insofar as they are not covered by the provisions of title II of this book.
§ 2. Investment companies that don't have a management structure that is own meet the requirements of this Act and regulations and orders taken for execution and the mutual funds, shall designate a management company OPCA to exercise in a comprehensive manner all the management functions referred to in article 3, 41 °.
CHAPTER II. -Access to the activity Section Ire.
-Leisure arts. 11 § 1. Any manager of Belgian law is required, before starting its activity to accredit to the FSMA.
Managers continuously fulfil the conditions for approval laid down in this title and the orders and regulations for its execution.
The approval is valid for all Member States.
§ 2. The OPCA cannot have other activities that exercise for their own account functions referred to in article 3, 41 °.
An OPCA management company cannot have activities other than those referred to in article 3, 41 °, and insofar as it has of the approval required by law, in article 3, 43 ° of the law of August 3, 2012.
By way of derogation from the preceding subparagraph, a management of OPCA company can provide the following services: a) the management of portfolios within the mandates given by investors based on discretion and individualized, including those owned by funds retirement and institutions for occupational retirement provision;
(b) ancillary services including: i) the investment advice;
(ii) the custody and administration, to units issued by collective investment undertakings;
(iii) the reception and transmission of orders on financial instruments.
§ 3. OPCA management companies are not allowed to 1 ° provide only the services mentioned in § 2, paragraph 3;
2 ° provide auxiliary services referred to in § 2, paragraph 3, b), without being also authorized to provide the services referred to in § 2, paragraph 3);
((3 ° exclusively exercise the activities referred to in article 3, 41 ° c), d) and (e));
4 ° provide the services referred to in article 3, 41 °, a), without also providing the services referred to in article 3, 41 ° (b)) or vice versa.

§ 4. Managers communicate to the FSMA information which the latter needs to ensure, at all times, respect the conditions laid down by the present title.
S. 12. undertakings for collective investment management companies which meet the conditions of Directive 2009/65/EC, investment firms and credit institutions are not required to obtain a licence on the basis of this Act to provide investment services, such as the individual management of portfolio in connection with the OPCA. However, investment firms and credit institutions may propose, directly or indirectly, shares of OPCA investors established in the European economic area, or place these parts established in the European economic area, only to the extent that investors the shares may be marketed in accordance with this Act and the orders and regulations for its execution.
S. 13 § 1. The application for authorisation is accompanied by a dossier meeting the conditions laid down by the FSMA establishes that it is satisfied the conditions laid down by this Act and the orders and regulations for its implementation and which includes the elements specified by the FSMA.

§ 2. The manager asking to be approved, provides to the FSMA following information: 1 ° information on its actual leaders.
2 ° information on the identity of its shareholders or partners, direct or indirect, whether it is physical or legal persons, who hold qualifying shareholdings, as well as on the amount of such dividends;
3 ° a programme of activity, describing its organizational structure, including information on how it intends to comply with the obligations entrusted to it in the title of the Act and the orders and regulations for its implementation;
4 ° the information about its policies and practices of remuneration, in accordance with articles 40 et seq.;
5 ° if applicable, information on the procedures taken to delegate and sub-delegate to third parties the functions referred to in articles 29 et seq..
For each OPCA it intends to manage, Manager provides the following information: 1 ° the information on strategies for investment, including the types of underlying funds, if the OPCA is a Fund of funds;
2 ° information on its policy regarding the use of the effect of leverage and risk profiles and other features of the OPCA it manages or plans to manage, including information on the Member States or third countries in which these OPCA are established or in which it is planned that they are established;
3 ° information on the place where the master is established, if the concerned OPCA is a feeder;
(4) Regulation or the statutes of each OPCA Manager under manage;
5 ° information on the arrangements made for the designation of the depositary, in accordance with article 51 et seq., for each OPCA Manager under manage;
6 ° any additional information referred to in article 68 for each OPCA that Manager plans to manage.
The

FSMA may request any additional information necessary for the assessment of the application for approval.

§ 3. If a management company of undertakings for collective investment that meet the conditions of Directive 2009/65/EC, approved in accordance with the law of August 3, 2012, seeks approval as the Manager of this Act, the FSMA does not require audit manager to provide information or documents that it has already provided when an application for approval in respect of the law of August 3, 2012 provided that such information or documents are up-to-date.
S. 14. the competent authorities concerned to the other Member States involved, subject to consultation until an approval is granted to the following managers: 1 ° a manager of another subsidiary of a management company of undertakings for collective investment that meet the conditions of the Directive 2009/65/EC, an investment firm of a credit institution or a business of insurance approved in another State Member;
2 ° a subsidiary of the parent company of another Manager, of a management company of undertakings for collective investment that meet the conditions of the Directive 2009/65/EC, an investment firm, of a credit institution or a business of insurance approved in another State Member; and 3 ° a company controlled by the same natural or legal persons that those that control another Manager, a management company of undertakings for collective investment that meet the conditions of Directive 2009/65/EC, an investment firm, a credit institution or an insurance undertaking authorised in another Member State.
S.
15. when approval is sought by a management company which is the subsidiary of a stockbroking company, of a credit institution, a business insurance or reinsurance under Belgian law undertaking, or the subsidiary of the parent undertaking of a stockbroking company, of a credit institution, an insurance undertaking or a business of reinsurance under Belgian law, is still controlled by the same natural or legal persons as a stockbroking company that a credit institution, that an insurance undertaking or a reinsurance under Belgian law undertaking, the FSMA consults the Bank before making its decision.
S. 16 § 1. The FSMA shall inform the applicant in writing, within three months from the submission of a complete application, the granting or refusal of approval. The FSMA may extend this period for a period up to three months, when it considers it necessary in the specific circumstances of the case and after giving notice to the applicant.
For the purposes of this article, an application is deemed complete if the handler has at least present the information referred to in article 13, § 2, paragraph 1, 1 ° to 4 °, and 13, § 2, paragraph 2, 1 °, 2 ° and 3 °.
Managers can begin to manage OPCA following investment strategies described in their application for approval, in accordance with article 13, § 2, paragraph 2, 1 °, as soon as they are approved, but in the rather a month after having presented any missing information referred to in article 13, § 2, paragraph 2, 4 °, 5 ° and 6 °.
The application for approval is presumed to be rejected, where the FSMA has not acted within six months of the submission of a complete application.
§ 2. The FSMA informs the ESMA and the Bank, on quarterly basis of approvals granted in accordance with this chapter.
S. 17. the FSMA may restrict the scope of approval, particularly as regards the exercise of certain management functions, the provision of certain investment services and investment strategies of the OPCA Manager is authorized to manage, or impose conditions on the exercise of the activity.
S. 18 § 1. The manager shall notify the FSMA, prior to its implementation, any significant change in the conditions for initial authorisation, particularly regarding significant changes in the information provided pursuant to section 13.
§ 2. If the FSMA decides to impose restrictions or reject these changes, it informs the Manager, within a period of one month after receipt of such notification.
The FSMA may extend this period for a duration of up to one month, when it considers it necessary in the specific circumstances of the case and after giving notice to the Manager.
The changes are being implemented if the FSMA is not opposed to the changes during the period of assessment provided.
S. 19. the FSMA establishes a list of managers authorized under this title. This list and any changes that are made are published on its website.
Management functions referred to in article 3, 41 °, and the services of investment referred to in article 3, 43 °, case managers with quality management company, the list mentioned that the Manager is authorised to provide.
It also specifies whether the Manager exercises its activity, by the establishment of a branch or the free provision of services, in the territory of other Member States, in accordance with chapter IV.
The list may include topics and subtopics.
Section II. -Conditions for registration subsection Ire. -Provisions general article 20. the FSMA grants approval if it considers that the Manager meets the requirements of this chapter and will be able to meet the requirements of chapter III.
S. 21. the FSMA refuses approval whenever one of the following elements prevents the proper exercise of its monitoring functions: 1 ° of the close links between the Manager and other natural or legal persons;
2 ° the legislative, regulatory or administrative provisions of a third country, applicable to physical or legal persons with which the Manager has close links;
3 ° the difficulties related to the implementation of such laws, regulations or administrative provisions.
Subsection II. -Initial capital and own funds art. 22 § 1. An OPCA referred to in this title has an initial capital of at least 300,000 EUR.
An OPCA management company has an initial capital of at least EUR 125,000, in accordance with this article.
§ 2. When the value of the portfolios of the OPCA managed by the Manager exceeds EUR 250,000,000, own funds should be increased to a maximum of 0.02% of the amount of the value of portfolio exceeding EUR 250,000,000, the total required initial capital and the additional amount not however exceed 10,000,000 EUR.
For the purposes of the first paragraph, the OPCA managed by the Manager, including those for which it has delegated management functions in accordance with articles 29 et seq., but excluding portfolios of OPCA Manager manage by delegation, are regarded as portfolios Manager.

§ 3. Irrespective of paragraph 2, the own funds of the Manager are never less than the amount required under sections 6, 3 and 7, § 2 of the rules of August 28, 2007 of the Committee on banking, finance and insurance on the own funds of the undertakings for collective investment management companies.
§ 4. Managers may not provide up to 50% of the additional amount of own funds referred to in paragraph 2 if they are covered by a guarantee of the same amount given by a credit institution or an insurance undertaking which has its registered office in a Member State or in a third country where it is subject to prudential rules considered equivalent to those laid down by the law of the Union the FSMA.
§ 5. To cover potential professional liability risks faced by managers in the context of the activities they carry out under this Act, both collectives that collective investment undertakings which are not managed by a management company must be: 1 ° have additional own funds in an amount sufficient to cover the potential risks liability for professional negligence; or 2 ° be covered by professional liability insurance, adapted to the risks covered, in respect of their liability for professional negligence.
§ 6. Own funds, including own funds provided for in § 5, 1 ° are invested in liquid assets or in easily convertible assets in short-term liquidity and are not speculative positions.
S.
23. the provisions of article 22, §§ 1 to 4 shall not apply to managers who are also management of undertakings for collective investment companies which meet the conditions of Directive 2009/65/EC.
Sub-section III. -Shareholders art.
24. the OPCA management company shareholders holding qualified shareholdings have necessary qualifications against the need to ensure a sound and prudent management of the management company.
Sub-section IV. -Leaders articles 25 § 1.
The actual direction of the handler must be entrusted to at least two people; they must have the required professional repute and the appropriate expertise in the performance of their duties, also as regards investment strategies carried out by the OPCA managed by the Manager.
§ 2. The identity of the senior managers of the Manager, as well as any person succeeding them in their functions, must be immediately notified to the FSMA.
Subsection V. - Organization art. 26. the Manager uses at any time human resources and

adapted and appropriate technologies which are necessary for the good management of the OPCA managed.
In particular, the Manager has also given the nature of the OPCA it manages, sound administrative and accounting procedures.
The Manager puts in place of control devices and backup in the field of electronic processing of data, and adequate internal control mechanisms including inter alia, rules concerning personal employee transactions or concerning detention or the management of investments for investing for its own account and ensuring, at a minimum, each transaction concerning the OPCA can be reconstituted as to its origin, to the parties concerned, its nature, as well as at the time and the place where it was made, and that the assets of the OPCA managed by the Manager are placed in accordance with regulation or the statutes of the OPCA concerned and the applicable legal provisions.
S. 27 § 1.
The Manager draws a distinction, on the functional and hierarchical level, between on the one hand, the functions of risk management and on the other hand, operational units, including the functions of portfolio management.
The separation in terms functional and hierarchical management functions of risk under paragraph 1, is considered by the FSMA in accordance with the principle of proportionality.
The Manager is in any case able to demonstrate specific protection measures against conflict of interest to allow an independent exercise of risk management activities and that the risk management process meets the requirements of this section with a constant efficiency.
§ 2. The manager implements systems appropriate risk management, to detect, measure, manage and monitor appropriately all risks pertaining to each investment strategy of the OPCA it manages and in which each OPCA it manages is exposed or likely to be exposed.
Particular, the Manager does not use solely or mechanically to credit ratings issued by rating agencies of credit within the meaning of article 3, paragraph 1, point b) of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies of credit to assess the credit quality of the assets of the OPCA.
The FSMA, taking account of the nature, extent and complexity of the activities of the OPCA, monitors the adequacy of managers credit assessment processes, evaluates the use of references to credit ratings, as they are referred to in the preceding subparagraph and in the OPCA investment policies and, where appropriate, encourages mitigation of the effects of such references, to reduce the use of exclusive and mechanical to such credit ratings.
S. 28. for each OPCA it manages is not an OPCA number fixed parts do not use the leverage effect, Manager uses an appropriate liquidity management system and adopt procedures to monitor its liquidity risk and ensuring that the liquidity of the investments of the OPCA profile complies with its underlying obligations.
S. 29 § 1. The Manager may entrust to a third party, by contract of mandate or contract, exercise, for its own account, of one or more of the functions of management, referred to article 3, 41 °, through, inter alia, compliance with the conditions laid down below: 1 ° the decision to entrust the exercise of certain functions of management to a third party must be notified prior to the FSMA. This notification must establish that it is meets the conditions of this article;
2 ° the Manager must be able to motivate objectively all of its delegation;
3 ° the delegate must have sufficient resources to perform the tasks in question and its senior managers must have the required professional repute and expertise appropriate to the exercise of their functions;
4 ° where the delegation concerns the portfolio management or the risk management, the delegation could not be conferred to companies authorised or registered for the purposes of the management of assets and subject to supervision or, where this condition may be satisfied only with the prior approval of the FSMA;
5 ° when the delegation concerns the portfolio management or the risk management and is vested in a company of a third country, in addition to the obligations laid down in point 4 °, the cooperation between the FSMA and the supervisory authority of the company must be ensured;
6 ° the delegation may not hinder the exercise of adequate control over the Manager and, in particular, it can prevent the Manager to act, or the OPCA to be managed in the best interest of participants;
7 ° the Manager must be able to prove that the delegate is qualified and able to perform the duties in question, that diligence has been implemented for its selection and that the Manager is able to monitor effectively and at any time the task delegated, to give at any time further to the delegatee instructions and withdraw the delegation with immediate effect when this is in the interest of the participants.
The handler examines permanently the services provided by each delegate.
S. 30. no delegation of risk management or portfolio management can be given: 1 ° to the depositary or a delegate of the depositary; or 2 ° to any other entity whose interests may conflict with those of the Manager or with those of the participants of the OPCA unless this entity has separated its functional and hierarchical, executing its tasks of management and portfolio management risks and other potentially conflicting tasks and the potential conflicts of interest are identified managed, monitored and revealed to the participants of the OPCA, appropriately.
S. 31. the fact that the Manager has entrusted to a third party the exercise of some of the management functions referred to in article 3, 41 °, and that these management functions have appropriate sous-déléguées by the delegate does not affect the responsibility of the Manager.
The Manager does not delegate its functions at the point of not being able to be considered, in essence, as the Manager of the OPCA and become a company mailbox.
S. 32. the delegatee may subdelegate any function that it is delegated, if the following conditions are fulfilled: 1 ° the Manager gave his consent to the Sub-Office;
2 ° Manager notified the FSMA the sub-delegation arrangements until they become effective;
3 ° the conditions laid down in article 29 are fulfilled, all references to the "delegate" to be understood as references to the "sous-delegataire".
Article 30 shall apply mutatis mutandis.
The delegate concerned examines permanently the services provided by each sous-delegataire.
When the sous-delegataire delegates to turn one of the functions that have been delegated, the conditions laid down in the first paragraph shall apply by analogy.
S. 33 OPCAS management company that provides the services referred to in article 3, 43 ° complies with article 62A of the Act of 6 April 1995.
The management company cannot receive or deposits of funds neither the funds nor the financial instruments belonging to clients or the OPCA managed.
Custody of the assets belonging to the OPCA is ensured in accordance with the provisions of this Act.
Custody of the assets managed belonging to clients must be entrusted to a separate custodian of the management company; with regard to cash and financial instruments, the depositary must be an investment firm whose authorisation covers custody of funds or financial instruments or a credit institution governed by the law of a Member State of the EEA European, having established a branch in Belgium.
Sub-section VI. -Administration central s. 34. Headquarters and the headquarters of the Manager are located in Belgium.
Sub-section VII. -Protection of clients s. 35. the management company of OPCA authorized to provide the services referred to in article 11, § 2, paragraph 3 shall adhere to the investor protection system referred to in title V of the law of 6 April 1995.
CHAPTER III. -Exercise of Section Ire. -Provisions applicable to subsection Ire Manager. -Principles General s. 36. in cases where a management company of OPCA or other entity acting on its behalf is not able to guarantee compliance with the requirements of this Act and the orders and regulations for its execution that are applicable to the OPCA it manages, it shall immediately inform the FSMA and, where appropriate, the competent authorities of the concerned OPCA.
The FSMA requires the management company to take the necessary steps to remedy the situation.
In the hypothesis where notwithstanding the measures referred to in paragraph previous, the management company does not meet requirements of this Act and the orders and regulations for its execution, the FSMA requires the replacement of the latter as a management company of the OPCA.
As long as it was did not replace, the OPCA can no longer be marketed in the European economic area. The FSMA shall immediately inform the competent authorities of the management company host Member States.
S. 37 § 1.
At any time, the Manager:

(a) acts honestly and fairly, with skill, care and diligence required in the exercise of its activities;
(b) is in the best interests of the OPCA or participants of the OPCA it manages and the integrity of the market;
(c) dispose of and uses resources efficiently, and procedures necessary to carry out its commercial activities;
(d) take all reasonable measures to prevent conflicts of interests and, when they cannot be avoided, to identify, manage and track and, where appropriate, disclose conflicts of interest to avoid they affect the interests of the OPCA it manages and their participants and to ensure that the OPCA it manages are treated fairly;
(e) complies with all regulatory requirements applicable to the exercise of commercial activities, so as to promote the best interests of the OPCA or participants of the OPCA it manages and the integrity of the market;
(f) treated fairly by all participants of the OPCA that it manages.
Any participant of an OPCA managed by the Manager may benefit from preferential treatment, unless such preferential treatment is provided by the regulation or the statutes of the concerned OPCA.
§ 2. The OPCA management company whose approval also covers the management of portfolios on discretionary basis service is not allowed to place all or part of the customer portfolio in shares of OPCA it manages, unless you have received the general consent of the client.
S. 38. in the context of their respective roles, the Manager and the custodian acting honest, fair, professional, independently and in the interest of the OPCA and participants of the OPCA.
S. 39. the OPCA management company that provides the services referred to in article 3, 43 ° complies with articles 27 and 28A of the law of 2 August 2002.
Subsection II. -Remuneration Art. 40. the Manager puts in place policies and practices pay for categories of staff, including for the branch, the risk takers, persons exercising a control function and any other employee who, in the light of his total compensation, is located in the same instalment of compensation that the General Directorate and takers of risks and whose professional activities have a significant impact on the risk profile of the Manager or OPCA that it manages.
Policies and practices of remuneration referred to in the first subparagraph, must be consistent with sound and effective risk management, promote and do not encourage an incompatible risk-taking with risk profiles, regulation or the statutes of the OPCA managed by the Manager.
S. 41 when it sets and implements policies in total compensation, including salaries and pension benefits discretionary categories of personnel referred to in article 40, Manager conforms to established principles below in a manner and to a degree appropriate to its size and its internal organisation, as well as to the nature, to the scope and complexity of its activities : 1 ° the remuneration policy is coherent and promotes sound and effective risk management and does not encourage risk taking that would be inconsistent with risk profiles, regulation or the statutes of the OPCA it manages;
2 ° the remuneration policy conforms to the economic strategy, objectives, values and the interests of Manager and the OPCA it manages as well as those of the OPCA participants, and includes measures to avoid conflicts of interest;
3 ° the legal governing body of the Manager, in the exercise of its supervisory function, adopted and regularly review the General principles of the remuneration policy and is responsible for its implementation;
4 ° implementation of the remuneration policy made the object, at least once a year, a central and independent internal evaluation which aims to ensure that it meets the policy and remuneration procedures adopted by the legal governing body in the exercise of its supervisory function.
5 ° personnel engaged in control functions shall be paid on the basis of the achievement of objectives related to its functions, regardless of the performance of operating segments that it controls;
6 ° the remuneration of senior officials in charge of the functions of the risk and compliance management is, where appropriate, directly supervised by the remuneration Committee;
7 ° when the pay varies by performance, its total amount is established by combining the performance evaluation of the person and the operational unit or the OPCA concerned, with that of the overall results of the Manager. Furthermore, the evaluation of individual performance takes into account both non-financial financial criteria;
8 ° the performance evaluation fits into a framework suitable for the lifecycle of the OPCA managed by the Manager, in order to ensure that she wears well on long-term performance and that the actual payment of the components of the remuneration that depend on performance, spans a period taking into account the refund policy of OPCA managed and risks of investment related;
9 ° guaranteed variable compensation is exceptional and applies only in the context of the hiring of a new Member of staff, is limited to the first year;
10 ° a proper balance is established between the fixed and variable total compensation components and the fixed component represents a sufficiently high share of total compensation so a flexible policy can be exercised for variable components of remuneration, including the possibility of paying no variable component;
11 ° payments related to the early termination of a contract correspond to performance achieved over time and are designed not to reward failure;
12 ° the extent of performance, when it serves as a basis for the calculation of the variable components of remuneration individually or collectively, has a global adjustment mechanism that integrates all types of current and future risks.
13 ° depending on the legal structure of the OPCA and its rules or its statutes, some important, and in any case at least 50% of the variable component of the remuneration, consists of the OPCA shares, or an equivalent, or participation in share-related instruments or equivalent non-cash instruments unless the management of the OPCA represents less than 50% of the portfolio total managed by the Manager, in which case the minimum 50% threshold does not apply.
The instruments referred to the present point are subject to a retention policy appropriate to align the incentives on the interests of Manager and OPCA it manages and those of the participants.
The King may, by order made on the advice of the FSMA, clarify the rules in this regard.
This point applies to the part of the variable component of compensation deferred in accordance with point 14 °, and the share of non-deferred variable compensation;
14 ° the payment of a substantial part, and in any case at least 40% of the variable component of the remuneration, is deferred for an appropriate period taking into account the cycle of life and the refund policy of the OPCA. This part is properly commensurate with the nature of the risks associated with the OPCA.
The period referred to in this paragraph should be at least three to five years, unless the lifecycle of the OPCA is shorter. The remuneration due under devices report is acquired maximum-rated. If the variable component of remuneration represents a particularly high amount, the payment of at least 60% of this amount is deferred;
15 ° variable compensation, including deferred share, is paid or acquired if its amount is compatible with the financial situation of the Manager as a whole and if it is justified by the performance of the operational unit, the OPCA and the concerned person.
The total amount of variable remuneration is significantly reduced when the Manager or the concerned OPCA saves financial performance poor or negative, taking into account both current salaries and reductions in payments of amounts previously acquired, including through malus or recapture; devices
16 ° pension policy conforms to the economic strategy, objectives, values and interests long term Manager and OPCA it manages.
If the employee leaves the Manager before retirement, discretionary pension benefits are kept by it for a period of five years, in the form of instruments defined in point 13 °. In the case of an employee who reached the age of retirement, discretionary pension benefits are paid to the employee in the form of instruments defined in point 13 °, subject to a retention period of five years;
17 ° staff is required to undertake not to use hedging strategies personal or related to compensation or liability insurance in order to counteract the impact of the alignment on the risk incorporated in its pay agreements;
18 ° variable compensation is not paid through instruments or methods that facilitate the circumvention of the requirements of this Act.
S. 42. the principles set out in article 41 shall apply to any type of

remuneration paid by the Manager, any amount paid for directly by the OPCA itself, including profit-sharing to gains, and any transfer of shares of the OPCA, made to the categories of personnel referred to in article 40, paragraph 1.
S. 43. the managers that are important because of their size or the size of the OPCA they manage, their internal organisation as well as the nature, the scope and the complexity of their activities, create a remuneration Committee.
It is set up so that it can demonstrate competence and independence in its assessment of the policies and practices of remuneration and incentives created for the management of risks.
The remuneration Committee is responsible for the preparation of decisions on remuneration, including those that have an impact on risk and the management of the risk manager or the concerned OPCA and the legal governing body is expected to stop in the exercise of its supervisory function.
The remuneration Committee is chaired by a member of the legal governing body who has no executive functions with the concerned Manager.
The members of the remuneration Committee are members of the legal governing body who are not executive functions to the bosom of the concerned Manager.
Sub-section III. -Conflict of interest article
44. the Manager takes all reasonable measures to identify conflicts of interest that arise when managing OPCA between: 1 ° Manager, including its directors, employees or any person directly or indirectly related to the Manager by a relationship of control, and the OPCA managed by the Manager or the participants of the OPCA;
2 ° the OPCA or this OPCA and another OPCA participants or the participants of this another OPCA;
3 ° the OPCA or participants of the OPCA and another client of the Manager;
4 ° the OPCA or participants of the OPCA and a collective investment undertaking which meets the conditions of Directive 2009/65/EC managed by the Manager or the participants of this undertaking for collective investment; or 5 ° both clients of Manager.
The Manager maintains and applies effective administrative and organisational arrangements, to take all reasonable measures to identify, prevent, manage and follow the conflict of interest, to avoid they affect the interests of the OPCA it manages and their participants.
Manager unbinds, in its own operating environment, tasks and responsibilities likely to be mutually incompatible or likely to create conflict of systematic interest. The Manager evaluates whether the framework of its activities may cause other conflicts of important interests and communicates to participants of the OPCA.
S.
45 when the organizational and administrative provisions taken by a Manager to identify, prevent, manage and monitor conflicts of interest are not sufficient to ensure, with reasonable certainty, that the risk of prejudice to the interests of the participants of the OPCA it manages will be avoided, Manager communicates clearly to the participants before acting to their account, the general nature or the source of these conflicts of interest , and develops policies and appropriate procedures.
S. 46. when the Manager has appeal, on behalf of an OPCA that it manages, a prime broker services, the terms are defined in a written contract.
In particular, any possibility of transfer and re-employment of the assets of the OPCA is stipulated in the contract and meets the rules of the OPCA or its statutes.
The contract provides that the depositary is informed of its conclusion.
The Manager is with skill, care and diligence required, in selection and the designation prime brokers with which it is planned to enter into contract.
Sub-section IV. -Management of risks art. 47 § 1. The Manager examines with a frequency appropriate, at least once a year, risk management systems and adapt them if necessary.

§ 2. The Manager must at least: 1 ° to implement a procedure of due diligence appropriate, documented and regularly updated, when it invests on behalf of an OPCA it manages, in accordance with the investment strategy, the objectives and the risk profile of the OPCA;
2 ° ensure that the risks associated with each investment of the OPCA position and their overall effect on the portfolio of the OPCA, can be detected, measured, managed and monitored appropriately at all times, including by crisis simulation procedures that are appropriate;
3 ° ensure that the risk profile of the OPCA matches the size, the structure of portfolio and the OPCA investment objectives and strategies, as defined in regulation or the statutes, the prospectus and the OPCA offer documents.
§ 3. The Manager sets the maximum level of leverage to use on behalf of each OPCA it manages, as well as the extent to which it can be proceeded to the re-use of collateral or a guarantee granted under the lever device, especially considering: 1 ° the type of OPCA;
2 ° the investment strategy of the OPCA;
3 ° the sources of leverage for the OPCA;
4 ° any interdependence or relevant relationship with other institutions of financial services that may present a systemic risk;
5 ° of the need to limit exposure to a single counterparty;
6 ° of the degree of guarantee which leverage is matched.
7 ° the assets-to-liabilities ratio;
8 ° of the volume, nature and extent of the activity of the Manager on the markets concerned.
Section II. -Provisions applicable to the Manager for each mutual fund alternative that it handles sub-section Ire. -Exercise of the activity of the undertaking for collective investment alternative A. management of liquidity art. 48 § 1. Manager, in what concerns the OPCA who aren't OPCA to fixed number of shares using leverage, regularly performs simulations of crisis, under normal and exceptional liquidity conditions enabling it to evaluate its liquidity risk and track its liquidity risk as a result.
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2. Managers shall, for each OPCA they manage that investment strategy, the liquidity profile and the refund policy are consistent.
B. assessment s.
49 § 1. For each OPCA he manages, Manager shall ensure that appropriate and consistent procedures are established so that a proper and independent evaluation of the assets of the OPCA can be carried out in accordance with this paragraph (b), applicable law and regulations or statutes.
§ 2. The valuation of the assets and the calculation of the net asset value per share of the OPCA are carried out in accordance with the law of the country in which the OPCA is established and the regulations or the statutes of the OPCA.
§ 3. The net asset value per share is calculated and communicated to the participants in accordance with this paragraph (b), the applicable national law and regulation or the statutes of the OPCA.
Evaluation procedures used guarantee that assets are evaluated at least once per year and that the net asset value per share is calculated at least once a year.
If it is an undertaking for collective investment to variable number of shares, these evaluations and these calculations are also carried out with an appropriate frequency taking into account both the assets held by the OPCA and frequency emissions and refunds.
If it is an undertaking for collective investment to fixed number of shares, these assessments and these calculations are also carried out in case of increase or reduction of capital by the OPCA.
Participants are informed assessments and calculations as laid down in the regulation or the statutes of the OPCA.
§ 4. The assessment is conducted impartially and with the skill, care and diligence required.
S. 50 § 1. The evaluation function is ensured by: 1 ° an external evaluation, independent expert of the OPCA, Manager and any other person having ties with them; or 2 ° Manager itself, provided that the task of evaluation is independent, functionally, of the management of portfolio and that the policy of pay and other measures ensure an attenuation of the conflict of interest and avoid improper influences on employees.
The Depositary designated for an OPCA can be designated as external expert evaluation of the OPCA, unless it has separated functional and hierarchical, plan the execution of his duties as depositary and its external assessment tasks and that the potential conflicts of interest are identified, managed, tracked and disclosed to the participants of the OPCA, appropriately.
§ 2. When an external evaluation expert performs the evaluation function: 1 ° it is subject to mandatory professional registration recognized by law or legal and regulatory provisions and professional rules of conduct. In the case of an OPCA under Belgian law, the external expert assessment should be a company auditor;
2 ° it offers sufficient professional guarantees to be able to effectively exercise the function of evaluation in accordance with article 49, §§ 1, 2 and 3; and 3 ° its designation meets the requirements of articles 29 et seq. and delegated acts adopted under

Article 20, paragraph 7 of 2011/61/EU Directive.
§ 3. The external expert in assessment does not delegate the evaluation function to a third party.
§ 4. The manager shall notify the designation of the external expert assessment the FSMA. It may require the replacement of it, if the conditions in paragraph 2 are not fulfilled.
§ 5. Without prejudice to the application of articles 130 et seq. of the Code of corporations, where the evaluation function is not provided by an external independent evaluation expert, FSMA may require that the assessment procedures and/or the OPCA assessments should be checked by an external expert evaluation or, where appropriate, a company auditor.
§ 6. The Manager is responsible for the correct assessment of the assets of the OPCA as well as the calculation and publication of its net asset value.
The responsibility of the Manager to the OPCA and participants is not affected by the fact that he has appointed an external expert evaluation.
Notwithstanding the preceding paragraphs and independently of any contractual arrangement with otherwise, the external expert assessment is responsible for the Manager, for any loss suffered by the latter and resulting from the negligence of the external evaluation expert or intentional breach of duties.
C. depositary s.
51 § 1. The manager shall ensure that, for each OPCA he manages, a single custodian is designated in accordance with the provisions of this paragraph C.
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2. The designation of the depositary is established by a written contract. This agreement governs including the flow of information considered necessary to enable the custodian to fulfil its functions of depositary, as described in this Act and the orders and regulations for its implementation, as well as other legislative, regulatory or administrative provisions applicable.

§ 3. Only institutions and following companies may be designated as depositaries: 1 ° a credit institution having its registered office in the European economic area and authorised in accordance with Directive 2006/48/EC;
2 ° an investment firm with its registered office in the European economic area subject to the requirements of capital in accordance with article 20, paragraph 1, Directive 2006/49/EC, including equity requirements related to operational risk, approved on the basis of Directive 2004/39/EC, and which also provides auxiliary services of custody and administration of financial instruments for the account of clients in accordance with Annex I, section B, point 1, of Directive 2004/39/EC; These investment firms have in any case of own funds of an amount that is not less than the level of initial capital referred to in article 9 of Directive 2006/49/EC; or 3 ° for OPCA for which no right to reimbursement may be exercised for a period of five years from the date of the investment initial and which, in accordance with their main investment policy, generally are not investing in assets that must be retained in accordance with article 21, paragraph 8, a) Directive 2011/61 / EU, or that invest generally in issuers or non-listed to possibly acquire companies control pursuant to article 26 of Directive 2011/61 / EU, has) in case the concerned OPCA is established in Belgium, the King may allow, by royal decree taken on advice of the FSMA, the appointment of a custodian not belonging to the categories referred to in items 1 ° and 2 ° above. The entity shall provide financial and professional guarantees sufficient to enable it to exercise appropriately the functions of depositary and meet the commitments inherent in these functions. The King determines, in accordance with the provisions of article 21, paragraph 3, last paragraph of 2011/61/EU Directive, obligations to which such custodian must answer in terms of approval or registration required and exercise of the activity and the system of control to which it is subject;
(b) in case the concerned OPCA is established in another Member State, the custodian may be an entity that ensures the functions of the depositary within professional activities or business for which the entity is subject, under the national law of the OPCA concerned in that other Member State, to a system of accreditation or registration required, conditions for the exercise of the activity and a control system (, which guarantees at least equivalent to the regime determined by the King in accordance with point a) above. The entity concerned is able to provide financial and professional guarantees sufficient to enable him to exercise effectively the functions of depositary and meet the commitments inherent in these functions.
For the OPCA from third countries only and without prejudice to the provisions of article 53 (2), the custodian may also be an establishment of credit or any other entity of the same nature as the entities referred to in article 51, paragraph 3, provided that the conditions of article 54, 2 ° are met.
S. 52. in order to avoid conflicts of interest between the depositary, the Manager and/or the OPCA and its participants: 1 ° a Manager does not act as depositary.
2 ° one prime broker acting as counterpart to the OPCA is not acting as a depository for this OPCA, except if it has separated, on the functional and hierarchical, plan the execution of his duties as depositary and its tasks of prime broker and that the potential conflicts of interest are identified, managed, monitored, and revealed to the participants of the OPCA in an appropriate manner.
The delegation, by the depositary duties of conservation at a premium as broker, in accordance with article 57, is allowed provided that the relevant conditions are met.
S.
53. the depositary is established in one of the following: 1 ° to the OPCA of the Union, in the Member State of origin of the OPCA;
2 ° for the third country where the OPCA the Belgium is the Member State of reference Manager, in the third country in which the OPCA is established, or in Belgium.
S.
54. without prejudice to the requirements referred to in article 51, § 3, the designation of a depositary established in a third country remains at any time subject to the following conditions: 1 ° the FSMA, and, provided that they are different, the competent authorities of the Member States in which it is expected that the units of the OPCA from third countries are marketed have signed the terms of cooperation and exchange of information with the competent authorities of the depositary;
2 ° the custodian is subject to effective prudential regulation, including minimum capital requirements, and monitoring which produce the same effect as the law of the Union and are effectively implemented;
3 ° the third country in which the depositary is established does not appear on the list of countries and non-cooperative territories of the FATF;
4 ° the Belgium, and, for as much as they are different, Member States in which it is intended that the units of the OPCA from third countries are marketed, have signed an agreement with the third country in which the depositary is established complies with the standards set out in article 26 of the model tax convention OECD concerning the income and wealth and ensuring effective information in tax matters Exchange including any multilateral agreement in tax matters;
5 ° the depositary is contractually responsible to the OPCAS, or participants of the OPCA, in accordance with article 58, §§ 1 and 2 and explicitly agrees to comply with section 57.
When there is a disagreement between the FSMA and the competent authority of another Member State concerning the application of the provisions of article 21, paragraph 6, paragraph 1, a), c) or e) 2011/61/EU Directive, the FSMA may bring the matter to the attention of ESMA.
S. 55 § 1. The depositary shall generally adequate flows of liquidity from the OPCA monitoring and, more specifically that all payments made by participants or their name when the subscription of shares of the OPCA have been received and that all the liquidity of the OPCA have recorded accounts of species open on behalf of the OPCA or on behalf of the Manager acting on behalf of the OPCA or on behalf of the acting for depositary the account of the OPCA with an entity referred to in article 18, paragraph 1, points), b) and c) of Directive 2006/73/EC, or of another entity of the same nature, on the relevant market on which the liquidity accounts are required, provided that this entity is subject to regulation and effective prudential supervision that produce the same effect as the law of the Union and are effectively implemented , and in accordance with the principles set out in article 16 of Directive 2006/73/EC.
When the liquidity accounts are opened on behalf of the depository acting on behalf of the OPCA, no liquidity of the entity referred to in the first subparagraph and any own liquidity of the depositary are recorded on such accounts.
§ 2. Custody of the assets of an OPCA or acting manager on behalf of the OPCA, is entrusted to a custodian, according to the following: 1 ° for financial instruments whose conservation can be assured: a) the custodian ensures the conservation of all the financial instruments that can be registered on a financial instruments account

Open in the books of the depositary and all financial instruments that can be physically delivered to the depositary;
(b) to this end, the depositary shall ensure that all of these financial instruments that can be registered on a financial instruments account opened on the books of the depositary are registered in the books of the depositary on separate accounts, in accordance with the principles set out in article 16 of Directive 2006/73 / EC, open on behalf of the OPCA or Manager acting on behalf of the OPCA so that they can at any time be clearly identified as belonging to the OPCA in accordance with the applicable law;
2 ° for other assets: a) the custodian verifies ownership of these assets by the OPCA or the Manager acting on behalf of the mutual fund, and maintain a registry concerning the assets from which it is satisfied that the mutual fund or Manager acting on behalf of the mutual fund, owns the property;
(b) the establishment of ownership of the assets by the OPCA or acting manager on behalf of the mutual fund, is based on the information or documents provided by the mutual fund manager and, where applicable, on any external evidence;
(c) the custodian keeps it up-to-date.

§ 3. In addition to the tasks referred to in §§ 1 and 2, the depositary: 1 ° ensure that the sale, issue, redemption, the redemption and cancellation of the shares of the OPCA are in accordance with applicable law, regulation or the statutes and, where appropriate, to the prospectus of the OPCA;
2 ° ensures that the calculation of the value of the shares of the OPCA is performed in accordance with applicable law, and the regulation or the statutes of the OPCA, the procedures laid down in articles 49 and 50 and, where appropriate, to the prospectus;
3 ° executes the statements of the Manager, except if they are contrary to applicable law, regulation or the statutes and, where appropriate, to the prospectus of the OPCA;
4 ° ensures that, in operations relating to the assets of the OPCA, consideration is given to the OPCA within the usual time limits;
5 ° ensures that the OPCA products receive the assignment in conformity with applicable law, regulation or the statutes and, where appropriate, the prospectus of the OPCA.
S. 56. within the framework of their respective roles, the Manager and the depository Act of honest, fair, professional, independently and in the interest of the OPCA and participants of the OPCA.
A custodian may engage in activities with regard to the OPCA or Manager on behalf of the OPCA, which would be likely to generate conflicts of interest between the OPCA, investors said OPCA, the Manager and the custodian himself, unless the custodian has separated, on the functional and hierarchical, plan its depositary tasks and other tasks that might be incompatible and that the potential conflicts of interest are identified managed, monitored, and revealed to the participants of the OPCA in an appropriate manner.
The assets referred to in article 55 § 2 are not reused by the depositary without the prior agreement of the OPCA or Manager acting on behalf of the OPCA.
S. 57 § 1.
The depositary does not delegate to third parties its functions set out in this paragraph (c), except those referred to in article 55, § 2.
§ 2. The depositary may delegate to third parties the functions referred to in article 55, paragraph 2 subject to the following conditions: 1 ° tasks are not delegated with the intent to evade the requirements of this Act and the orders and regulations for its implementation;
2 ° the depositary can demonstrate that the delegation is justified by an objective reason;
3 ° the custodian acted with all the skill, care and diligence required in the selection and the designation of the third party to which it wishes to delegate parts of its tasks, and continues to show all the skill, care and diligence required in periodic assessment and ongoing monitoring of the third parties to which it has delegated certain parts of its functions and measures taken by the third party tasks which it have been delegated; and 4 ° the custodian shall ensure that the third party fulfils the following conditions permanently in the execution of the tasks that have been delegated: a) the third party has structures and expertise that are adequate and proportionate to the nature and complexity of the OPCA assets entrusted to him;
(b) for conservation tasks referred to in article 55, § 2, 1 °, the third party is subject to regulation and effective prudential supervision, including the minimum capital requirements of the jurisdiction concerned and the third party is subject to an external periodic control to ensure that financial instruments are in his possession;
c) the third party segregates the assets of clients of the custodian of its own assets and the assets of the custodian of what they can at any time be clearly identified as belonging to the clients of a particular custodian;
(d) the third party does not use assets without the consent of the OPCA and without informing in advance the depositary; and (e)) the third party complies with the obligations and general prohibitions referred to in articles 55, § 2, 38 and 56.
§ 3. (Notwithstanding subsection 2, 4 °, b), where the law of a third country requires that certain financial instruments are kept by a local entity and that no local entity complies with the requirements relating to the concerned delegation that point b), the depositary may delegate its functions to a local entity only insofar as required by the legislation of the third country and only as long as no local entity complies with the obligations for delegation , subject to the following requirements: 1 ° the OPCA concerned participants were informed that this delegation is needed because of the legal constraints of the legislation of the third country and the circumstances justifying the delegation, prior to their investment. and 2 ° Manager must instruct the custodian to delegate the conservation of these financial instruments to a local entity.
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4. The third party may in turn sub-delegate these functions, subject to the same requirements. In such cases, article 58, paragraph 2 shall apply by analogy to the parties concerned.
§ 5. For the purposes of this article, the provision of services, as defined by Directive 98/26/EC, by systems of regulation of securities as defined for the purposes of the Directive, or the provision of similar services by settlement systems securities from third countries is not considered as a delegation of the functions of conservation.
S. 58 § 1. The depositary is responsible for respect of the OPCA or for its participants, loss by the depositary, or by a third party to which conservation had been delegated, financial instruments kept in accordance with article 55, § 2, 1 °.
In the event of loss of retained financial instruments, the depositary renders financial instruments of the same type or the corresponding amount to the OPCA Manager acting on behalf of it without delay. The depositary is not liable if he can prove that the loss resulted from an external event beyond its reasonable control and the consequences of which would have been unavoidable despite all reasonable efforts to avoid it.
The depositary is also responsible for the OPCA or for its participants, of any loss suffered by them and resulting neglect or improper intentional performance of its obligations under this Act and the orders or regulations for its execution.
§ 2. The depositary's liability is not affected by a possible delegation as referred to in article 57.
Notwithstanding the preceding paragraph, in the event of loss of financial instruments held by a third party in accordance with article 57, the custodian may discharge its responsibility if it is able to prove that: 1 ° all obligations concerning the delegation of its conservation duties referred to in article 57, § 2, are fulfilled;
2 ° a written contract between the custodian and the third expressly transferred to this third party depositary's liability and allows the OPCA or the Manager acting on behalf of the OPCA to bring an action against the third party about the loss of financial instruments or to the depositary to sue on their behalf; 3 ° a written contract between the custodian and the OPCA and Manager acting on behalf of the OPCA expressly authorizes a discharge of the depositary's liability and establishes the objective reason justifying such discharge.
§ 3. In addition, where the law of a third country requires that certain financial instruments are preserved by a local entity and when no local entity does meet the requirements relating to the delegation referred to in article 57, § 2, 4 ° (b), the custodian may discharge the liability itself provided that the following conditions are fulfilled: 1 ° the regulation or the statutes of the OPCA concerned authorize expressly such shock to the conditions provided by this paragraph;
2 ° the OPCA concerned participants have been duly informed of this discharge and the circumstances justifying before their investment;
3 ° the OPCA or Manager acting on behalf of the OPCA instructed

the depositary to delegate the conservation of these financial instruments to a local entity.
4 ° there is a written contract between the custodian and the OPCA or the Manager acting on behalf of the OPCA expressly authorizing this discharge; and 5 ° there is a written contract between the custodian and the third party that expressly transfers the responsibility of the depositary to the local entity and allows the OPCA or the Manager acting on behalf of the OPCA to bring an action against the local entity regarding the loss of financial instruments or to the custodian of an action on their behalf.
§ 4. In the case of an OPCA under Belgian law, a participant may, in the event of loss of financial instruments entrusted, exercising itself has the OPCA against the custodian or any person to whom the custodian has delegated its functions, where the Manager does not act within three months of giving formal notice addressed to him for this purpose.
In the case of a foreign law OPCA towards the participants of the OPCA depositary's liability can be questioned directly by them, or through the OPCA or Manager, depending on the legal nature of the relationship between the depositary, the OPCA or the Manager and participants indirectly.
S. 59. when the depositary is established in Belgium, it provides on request to the FSMA all the information he has collected in the exercise of its tasks and which may be necessary for the FSMA or, where appropriate, if they are different, the competent authorities of the OPCA.
In case the FSMA is not the competent authority of the OPCA or Manager, it shall provide without delay the information received as the competent authority of the depositary to the competent authorities of the Manager and the OPCA.
D. transparency requirements a.
Periodic information and accounting rules art. 60. for any OPCA Union that it manages and for any OPCA marketed in the European economic area, a Manager makes available an annual report by fiscal year, no later than six months after the end of the fiscal year. This annual report is provided to participants on request. The annual report of the OPCA is put at the disposal of the FSMA and, where appropriate, of the authorities of the Member State of origin of the OPCA.
When the OPCA is required to publish an annual financial report under Directive 2004/109/EC, only the additional information referred to in article 61 § 1 should be provided upon request to participants, separately or as additional information to the annual financial report.
In the latter case, the annual financial report is published no later than four months after the end of the year.
S. 61 § 1. The annual report includes at least the following: 1 ° a balance sheet or statement of heritage;
2 ° an account of revenues and expenditures for the fiscal year;
3 ° a report on the activities of the financial year;
4 ° any substantial change in the information referred to in article 68 intervened during the period for which covered by the report;
5 ° the total amount of remuneration for the year, broken down into fixed remuneration and variable remuneration, paid by the Manager to his staff, and the number of beneficiaries, and, where appropriate, capital gains (carried interests) profit sharing paid by the OPCA;
6 ° the amount associate salaries, broken down between executives and members of the staff of the manager whose activities have a significant impact on the risk profile of the OPCA.
§ 2. When an OPCA has acquired, either individually, jointly, or control of an unlisted company, it includes the information referred to in article 81, paragraph 2 in its annual report.
§ 3. The accounting information given in the annual report are established in accordance with the accounting standards of the Member State of origin of the OPCA or the legal or regulatory provisions of the third country in which the OPCA is established and in accordance with the accounting rules established in the regulation or the statutes of the OPCA.
§ 4. With regard to the OPCA under Belgian law, the accounting data contained in the annual report are controlled by one or more Commissioners, in accordance with the provisions of the Code of corporations. Article 141 of the Code of corporations is not applicable.
With regard to the OPCA foreign, the accounting data contained in the annual report are controlled by one or more persons empowered, under the Act, the annual accounts in accordance with Directive 2006/43/EC.
The report of the Commissioner referred to in paragraph 1 or of the person entitled to the control accounts referred to in paragraph 2 and, where appropriate, his reservations are reproduced in full in the annual report.
By way of derogation from the preceding paragraphs, managers who distribute OPCA from third countries can nevertheless submit their annual reports to a control consistent with the international accounting standards in force in the country where the relevant collective investment undertaking has its registered office. In specific cases, the FSMA may nevertheless require that these annual reports are submitted to a control complies with the accounting standards in force in a Member State.
b. Obligations of information with respect to the FSMA s. 62. the present point b applies without prejudice to article 336 et seq..
S.
63. any manager shall report regularly to the FSMA major markets and instruments on which he negotiated on behalf of the OPCA that it manages.
It provides information on the main instruments negotiated, on which he is a member or markets on which it is active and principal exposures and most important concentrations of each of the OPCA that it manages.
S.
64. for each OPCA Union that it manages and each OPCA marketed in the European economic area, any Manager provides to the FSMA: 1 ° the percentage of assets of the OPCA which are dealt with in a special because of their illiquid nature;
2 ° any new provisions taken to manage the liquidity of the OPCA;
3 ° the OPCA current risk profile and risk management systems used by the Manager to manage market, liquidity, counterparty, and other risks, including operational risk;
4 ° information on the main categories of assets in which the OPCA invested; 5 ° the results of crisis simulations in accordance with article 47, § 2, 2 °, and to article 48, § 1.
S.
65. upon request, the handler provides a detailed list of all OPCA it manages each quarter to the FSMA.
S. 66. a handler that handles OPCA who resort to substantially leverage puts at the disposal of the FSMA by information on the general level of leverage it uses for each OPCA it manages, a breakdown of the leverage effect as result of the borrowing of cash or securities, on the one hand, or of derivative financial instruments on the other hand, and the extent to which the assets of the OPCA have re-employed as part of arrangements to leverage.
These information include, for each OPCA managed by the Manager, the identity of the five main sources of cash or securities borrowed and the amount of the received lever from each of these sources for each of these OPCA.
For managers established in third countries, reporting obligations laid down in this article are limited to the OPCA's Union that they manage and the OPCA's third country they market in the European economic area.
S. 67. when necessary for the effective monitoring of systemic risk, the competent authority may require managers to provide additional information to those described in this paragraph (b), on a regular basis or upon request. The competent authority shall inform ESMA by the additional information required.
At the request of the ESMA, the competent authority imposes additional requirements for summary records.
v. Obligations of information in the investors section 68 § 1. For each OPCA and the Union that it manages for each OPCA marketed in the European economic area, a manager updates available to the participants of the OPCA, in accordance with the regulation or the statutes, the following information, before that they invest in the OPCA and any substantial change regarding these information: 1 a description of the strategy and the investment objectives of the OPCA information on the place of establishment of any masters and on the place of establishment of the underlying funds if the OPCA is a Fund of funds, a description of the types of assets in which the OPCA can invest and techniques he can use all associated risks, possible restrictions to the investment, the circumstances in which he could appeal to the leverage effect types of leverage effects and sources of the effects of authorized lever and associated risks, possible restrictions on the use of leverage, any terms of re-use of collateral or assets, as well as of the level of maximum leverage that the Manager is empowered to use on behalf of the OPCA;
2 ° a description of the procedures that the OPCA can implement to change its investment strategy or investment policy, or both;
3 ° a description of the main legal consequences of contractual commitment to investment purposes, including information on jurisdiction

judicial, on applicable law and on the existence or otherwise of legal instruments for the recognition and enforcement of judgments in the territory where the OPCA is established;
4 ° identification of the Manager, the depositary and the Commissioner of the OPCA, as well as any other provider of services, and a description of their obligations and the rights of the participants;
5 ° a description of the manner in which the Manager meets the requirements set out in article 22, § 5;
6 ° a description of any function and management referred to in article 3, 41 °, that Manager has delegated any function of guard delegated by the depositary, the identification of the delegate and any conflict of interest which may arise from these delegations;
7 ° a description of the procedure for evaluating the OPCA and the methodology for determining the price used to assess the value of the assets, including the methods used for assets difficult to assess, in accordance with articles 49 and 50;
8 ° a description of the management of the liquidity risk of the OPCA, including rights to the refund in circumstances in both normal and exceptional, and the existing arrangements with the participants on the reimbursement;
9 ° a description of all fees, charges and commissions, and their maximum amounts, supported directly or indirectly by the participants;
10 ° a description of the manner in which the manager ensures equitable treatment of participants and, as soon as a participant enjoys preferential treatment or the right to benefit from preferential treatment, a description of this preferential treatment, the type of participants who benefit from this preferential treatment, and, where appropriate, an indication of their legal ties or economic with the OPCA or Manager;
11 ° the last annual report;
12 ° the procedure and conditions of issue and sale of shares;
13 ° the last net asset value of the OPCA or the last price of the share market of the OPCA, in accordance with articles 49 and 50;
14 ° where appropriate, the past performance of the OPCA;
15 ° the identity of the prime broker and a description of all important arrangements with prime brokers and how are managed conflicts of interest y, the provision in the contract with the custodian providing the possibility of a transfer or a reuse of the assets of the OPCA and information on any transfer of responsibility to the prime broker that may exist;
16 ° a description of the procedures and the deadlines for communication of the information required on the basis of articles 71 and 72.
§ 2. The King may, by order made on the advice of the FSMA, extend to non-public OPCA which the units are marketed to retail investors, all or part of the obligations relating to the key investor information document which are applicable to the OPCA public.
Furthermore, the implementation of the orders and regulations made pursuant to sections 30A and 45, § 2 of the law of 2 August 2002 may be, in accordance with the conditions laid down by those provisions, extended by the FSMA or King to nonpublic OPCA which the units are marketed to retail investors.
S. 69. the Manager informs the participants until they invest in the OPCAS, any arrangements made by the depositary to contractually discharge of responsibility in accordance with article 58, paragraph 2. It also informs without delay the participants of any changes regarding the responsibility of the depositary.
S. 70. when the OPCA is required to publish a prospectus in accordance with Directive 2003/71/EC or national law, only the information referred to in article 68, which are additional to those contained in the prospectus must be communicated separately or as additional information to the prospectus.
S. 71. the Manager, for each OPCA Union that it manages and for each OPCA marketed in the European economic area periodically communicates to participants: 1 ° the percentage of assets of the OPCA which are dealt with in a special because of their illiquid nature;
2 ° any new provisions taken to manage the liquidity of the OPCA;
3 ° the OPCA current risk profile and management systems of risk that the Manager uses to manage these risks.
S.
72. the manager that manages OPCA of the Union using leverage or placing on the market in the European economic area of the OPCA using leverage regularly communicates the following information for each of these OPCA: 1 ° any change of level maximum leverage to use on behalf of the OPCA Manager, as well as any right of re-use of collateral and all warranties provided by leveraging arrangements;
2 ° the total amount of the lever to which the OPCA has recourse.
Subsection II. -Obligations applicable in what concerns certain categories of undertakings for collective investment alternative A. undertakings for collective investment alternative using leverage art. 73. § 1.
For the purposes of this point A and article 67, there is to be understood by "competent authority" means the authority designated by the King in accordance with paragraph 2 of this article.
§ 2. The King, by order made on the advice of the FSMA and the Bank: 1 ° determine the competent authority for the purpose of exercising the powers referred to in articles 67, 74 and 75;
2 ° can set the collaboration and the transmission of information between the competent authority designated by him under the 1 ° and the FSMA.
3 ° may make all or part of the provisions of part V provisions relating to the imposition of penalties and administrative fines, to the competent authority designated by him under 1 °.
The King has the authorization referred to in paragraph 1, 1 ° before July 22, 2014.
S. 74 § 1. The authority uses the information that it receives under article 60, paragraph 1 and 63-67 to determine the extent to which the use of leverage contributes to increased systemic risk in the financial system, to the risks of disorganization markets or risks for long-term economic growth.
§ 2. The competent authority shall ensure that all information collected pursuant to articles 60, paragraph 1 and 63 to 67, in relation to all the managers subject to the control of the FSMA and the information gathered pursuant to article 13 are put at the disposal of the competent authorities of the other Member States concerned, of the ESMA and the ESRB using the procedures provided for in article 346, §§ 1 to 5 on supervisory cooperation.
The competent authority shall provide without delay by means of these procedures, and on a bilateral basis to the competent authorities of the other Member States directly concerned, information about counterparty risk important as a Manager under the responsibility of the FSMA or an OPCA managed by this Manager is likely to submit to a credit institution or other systemically in other Member States institutions.
S.
75. § 1. Manager proves that leverage limits for each OPCA it manages are reasonable and to respect these limits at any time. The competent authority shall assess the risks that could result in the use of leverage by a Manager in relation to the OPCA it manages and, when it is deemed necessary to ensure the stability and integrity of the financial system, the competent authority, after notification to the FSMA, ESMA, the ESRB and the competent authorities of the concerned OPCA, imposes limits on the level of leverage that a Manager is empowered to use or other restrictions in the management of the OPCA what it manages to limit the extent in which the use of leverage contributes to increased systemic risk in the financial system or risks of disorganization markets. The competent authority shall duly inform the ESMA, the ESRB and, where appropriate, the competent authorities of the Member State of origin of the OPCA, measures taken in this respect by means of the procedures laid down in article 346, §§ 1 to 5.
§ 2. The notification referred to in paragraph 1 is made at least ten working days before the date of entry into force or for renewal of the proposed measure.
The notification includes the details of the proposed measure, giving substantiated reasons and specifying its date of entry into force. In exceptional circumstances, the competent authority may decide that the proposed measure comes into force during the period referred to in the first sentence.
§
3. If the competent authority proposes to take measures contrary to the recommendation of the ESMA referred to in article 25, paragraph 6 or 7, 2011/61/EU directive, it shall inform the ESMA in motivating its decision.
B. alternative collective investment undertakings acquiring control of non-listed companies and issuers a. scope art. 76. § 1.
This point applies a) Manager managers one or several OPCA which, either separately or jointly, on the basis of an agreement to acquire control, acquire control of a company not listed in accordance with article 77.
(b) to managers cooperating with one or more other managers on the basis of an agreement under which the OPCA administered by managers said acquired joint control of a non-listed company.
§ 2. The

This paragraph does not apply when companies not listed in question are: 1 ° the enterprises which employ fewer than 250 employees and annual turnover exceeding EUR 50 million or balance sheet total not exceeding EUR 43 million.
2 ° of special purpose entities created for the acquisition, holding or management of real estate.
§
3. Without prejudice to paragraphs 1 and 2, article 79, § 1 applies also to managers who manage the OPCA who acquire a non-controlling interest in a non-listed company.
§ 4. Articles 80, §§ 1, 2 and 3, 82 and 83 shall apply also to managers who manage the OPCA who acquire control of transmitters. To the purposes those articles, paragraphs 1 and 2 shall apply by analogy.
S.
77 § 1. For the purposes of this subsection and notwithstanding article 3, 55 °, control, in relation to non-listed companies, means the detention of more than 50% of the voting rights of the company.
When calculating the percentage of voting held by the OPCA rights are also taken into account, in addition to the voting rights held directly by that body, the voting rights of the following entities, provided that the control referred to in paragraph 1 has been established: 1 ° a company controlled by the OPCA; and 2 ° a physical or legal person acting in his own name but on the account of the OPCA or on behalf of a company controlled by the OPCA.
The percentage of voting rights is calculated on the basis of all the shares to which are attached rights to vote, even if the exercise thereof is suspended.
§
2. Notwithstanding article 3, 55 °, and for the purposes of sections 80, §§ 1, 2, 3, 82 and 83, control, in what concerns the transmitters, is determined in accordance with article 5, paragraph 3 of Directive 2004/25/EC.
S. 78. the present item (b) shall apply subject to the conditions and restrictions laid down in article 6 of Directive 2002/14/EC.
This point B shall apply without prejudice to articles 514-516 of the Code of corporations, of the Act of 2 May 2007 and the orders and regulations adopted pursuant to those provisions and the provisions of Belgian law more stringent with respect to the acquisition of shareholdings in companies not listed.
b. Notification of the acquisition of significant shareholdings or control of non-listed companies and issuers art. 79 § 1. When an OPCA acquires, sells or owns shares in a non-listed company, the manager who manages said OPCA notifies to the FSMA the share of voting rights of the company that holds the OPCAS, in all cases where this share reaches, exceeds or falls below the thresholds of 10%, 20%, 30%, 50% and 75%.
§ 2. When an OPCA acquires, either individually, jointly, or the control of a company not listed under sections 76, § 1 and 77, the manager that manages said OPCA notifies this acquisition of control: 1 ° to the company;
2 ° to the shareholders of the company whose identities and addresses are available, or may be communicated to him by the company, or appear on a register in which he has or may have access; and 3 ° to the FSMA.
§ 3. The notification provided for in paragraph 2 contains the following additional information: 1 ° the situation resulting from the operation, in terms of voting rights;
2 ° the conditions under which the control was acquired, including information about the identity of the different shareholders involved, any natural person or legal entity entitled to exercise voting rights for their account and, where appropriate, the corporate chain through which the voting rights are actually held;
3 ° the date the control was acquired.
§ 4. In its notification to the non-listed company, the Manager will ask the legal organ of Directors of the company to inform without delay representatives of workers or, if not there, the workers themselves, the acquisition of control by the OPCA managed by the Manager and data referred to in paragraph 3. The Manager makes every effort to ensure that workers representatives or, if not there, the workers themselves are duly informed by the legal governing body pursuant to this section.

§ 5. The notifications referred to in paragraphs 1, 2 and 3 are made as soon as possible and no later than 10 working days after the day on which the OPCA has reached, exceeded or descended below the relevant threshold, or acquired control of the non-listed company.
S. 80 § 1. When an OPCA acquires, either individually, jointly, or in control of an unlisted company or an issuer under articles 76, § 1 and 77, the manager that manages said OPCA puts the information set out in § 2 available: 1 ° of the company concerned.
2 ° of the shareholders of the company whose identities and addresses are available or may be obtained from the company or appear on a register of shareholders in which it has or may have access; and 3 ° of the FSMA.
§ 2. The Manager makes available: 1 ° the identity of managers who either individually, either because of an agreement with other managers, manage the OPCA who gained control.
2 ° the policy on the prevention and management of conflicts of interest, particularly between the Manager, the OPCA and society, including information about specific protection measures to ensure that any agreement between the Manager and/or the OPCA and society is entered into under normal conditions of competition; and 3 ° policy outreach and domestic society, particularly as regards workers.
§ 3. In its notification to the company not listed on the title of § 1, 1 °, the Manager will ask the legal organ of Directors of the company to communicate without delay to the representatives of workers or, if there is not, to the workers themselves, the information referred to the § 1.
The Manager makes every effort to ensure that workers representatives or, if not there, the workers themselves are duly informed by the legal governing body pursuant to this section.
§ 4. When an OPCA acquires, either individually, jointly, or the control of a company not listed under sections 76, § 1 and 77, the manager that manages said OPCA reveals its intentions with regard to the future of the company's operations and the potential impact on employment, including any significant change in the conditions of employment: 1 ° to the company; and 2 ° to the shareholders of the company whose identities and addresses are available or may be obtained from the company or appear on a register in which he has or may have access.
In addition, the manager that manages the OPCA requests and makes every effort to ensure that the legal organ of Directors of the company puts at the disposal of representatives of workers or, if in there not, workers of the company themselves, the information referred to in paragraph 1.
§ 5. When an OPCA acquires control of a company not listed under sections 76, § 1 and 77, the manager that manages such OPCA provides the FSMA and its participants information about the financing of the acquisition of control.
v. Special provisions concerning the annual report of the companies not listed controlled by an alternative mutual fund art. 81 § 1.
When an OPCA acquires, either individually or jointly, the control of a company not listed under sections 76, § 1 and 77, the manager that manages said OPCA requests and makes every effort to ensure that the annual report of the company prepared in accordance with paragraph 2 is made by the body of legal administration of the company, at the disposal of representatives of workers or If it did not, the workers themselves, within the period of this annual report under the applicable law.
§ 2. The additional information that must be included in the annual report of the company or, pursuant to article 61, paragraph 2, in the annual report of the OPCA, which include at least a fair review of the development of the operations of the company reflecting the situation at the end of the period covered by the annual report.
The report also provides guidance on: 1 ° the significant events after the close of the financial year;
2 ° the foreseeable development of the company; 3 ° the information referred to in article 22, paragraph 2 of Directive 77/91 / EEC.
§ 3.
The manager that manages the OPCA 1 ° application and makes every effort to ensure that the legal society governing body put at the disposal of representatives of the workers of the company concerned or, if it did not, the workers themselves, the information relating to the company concerned referred to in article 61, paragraph 2, within the time limit referred to in article 60; or 2 ° puts at the disposal of the participants of the OPCA information referred to in article 61, paragraph 2, provided that they are already available, within the period referred to article 60 and, in all cases, no later than at the date of drafting of the annual report of the company under the applicable national law.
d. dismemberment of assets art. 82 when an OPCA acquires, either individually, jointly, or in control of an unlisted company or an issuer under articles 76, § 1 and 77, the manager that manages said OPCA is subjected, for a period of twenty-four months after the acquisition of control of the company, the following obligations: 1 ° it can facilitate,

support or direct distribution, reduction of capital, the redemption of shares and/or the acquisition of its own shares by the company, as stated in article 83;
2 ° he cannot vote in favour of a distribution, a reduction of capital, a buyout of shares or an acquisition of its own shares by the company, as stated in article 83; and 3 ° in all cases, it must make every effort to prevent distributions, capital reductions, redemptions of shares and/or the acquisition of its own shares by the company, as specified in article 83.
S.
83. § 1. The obligations imposed on the Manager under article 82 relates: 1 ° to any distribution made to shareholders when, at the closing date of the last financial year, the net assets as defined in the annual accounts of the company is or, following such distribution, would be less than the amount of the subscribed capital plus those reserves which may not be distributed under the law or the articles of Association it being understood that, where the amount of the uncalled subscribed capital is not included in the assets contained in the annual balance sheet, this amount is deducted from the amount of the subscribed capital;
2 ° to any distribution made to shareholders whose it amount would exceed the amount of the profits at the end of the last financial year closed, increased by the deferred and withdrawals from reserves available for this purpose, less losses carried forward and brought money in reserve in accordance with the law or the statutes;
3 ° to the extent where the acquisitions of own shares are authorized, acquisitions by the company - including the shares previously acquired and held by the company, and shares acquired by a person acting in his own name but on behalf of the company - which would bring down the net assets below the amount referred to in 1 °.
§ 2. For the purposes of paragraph 1: 1 ° the term "distribution" used in paragraph 1, 1 ° and 2 °, includes in particular the payment of dividends and of interest relating to shares.
2 ° the provisions on capital reductions apply not to a reduction in the subscribed capital whose purpose is wiping out losses incurred or to include sums of money in a non distributable reserve provided that, as a result of this operation, the amount of said reserve is not more than 10% of the reduced subscribed capital. and 3 the restriction referred to in paragraph 1 °, 3 °, is subject to article 20, paragraph 1, point b) in h), of Directive 77/91 / EEC.
Sub-section III. -Marketing of units of undertakings for collective investment alternative a.
Marketing of units of undertakings for collective investment alternative of the Union in Belgium s.
84. a Manager may sell in Belgium share any OPCA of the Union that it manages, subject inter alia to articles 68 to 72, once the conditions set out in the present point are met.
When the OPCA is a feeder, the law of marketing referred to in the first subparagraph is subject to the condition that the master is (a) an OPCA of the Union, managed by an authorised manager established in the European economic area, or (b) a collective investment undertaking meets the conditions of Directive 2009/65 / EC, if managed by a management company of undertakings for collective investment that meet the conditions of Directive 2009/65 / EC established in the economic area European.
S.
85. the shares of the OPCA cannot be the subject of a public offering in Belgium than in accordance with the provisions of parts III and IV.
S. 86. the passes to the FSMA notification for each OPCA of the Union that it intends to market.
This notification includes the documentation and the following information: 1 ° a notification letter, including a programme of operations identifying the OPCA and information on the place where he is established;
2 ° the regulation or the statutes of the OPCA;
3 ° identification of the depositary;
4 ° a description of OPCA, or any other information, the provision of participants;
5 ° information on the place where the master is established if the OPCA is a feeder;
6 ° any additional information referred to in article 68.
S. 87. no later than 20 working days after receipt of a complete notification, in accordance with article 86, the FSMA informs the Manager if he can begin to market the shares of the OPCA. The Manager can start the marketing of the units of the OPCA upon notification to that effect by the FSMA.
The FSMA opposes the marketing of the units of the OPCA that if its management is not or will not conform to this Act and the orders and regulations for its execution or if the Manager does not meet or does not respect the present Act and the orders and regulations for its execution.
Where the OPCA is a foreign law, the FSMA shall inform the competent authorities thereof that the Manager can begin to market the shares of the OPCA in Belgium.
S. 88. in the event of substantial modification of one any information communicated under article 86, Manager warns the FSMA writing at least one month before implementing the amendment for any change provided by the Manager, or as soon after an unexpected change.
S. 89. If a proposed amendment would lead to that the management of the OPCA by the Manager is more consistent with this Act or with the orders and regulations for its execution, or what the Manager meets more this Act or to the orders and regulations for its execution, the FSMA opposes the amendment.
If a planned change is implemented notwithstanding the preceding paragraphs or unforeseen changes took place after which the management of the OPCA by the Manager is more consistent to this Act or the regulations and orders taken for execution or Manager does more respect this Act or to the orders and regulations for its execution the FSMA shall take all measures necessary, in accordance with Article 359 et seq., including, if necessary, the express prohibition of market shares of the OPCA.
B. marketing of units of undertakings for collective investment alternative of the Union in another Member s. State 90 § 1. The manager who plans to sell shares of an OPCA of the Union that it manages in another European economic area Member State, should inform the FSMA.
When the OPCA is a feeder, the marketing right provided by this point B is subject to condition that the master is also an OPCA Union administered by a manager established in the European economic area.

§ 2. Passes to the FSMA notification, written in a language customary in the sphere of finance international, for each OPCA of the Union that it intends to market.
This notification includes the documentation and the following information: 1 ° a notification letter, including a programme of operations identifying the OPCA and information on the place where he is established;
2 ° the regulation or the statutes of the OPCA;
3 ° identification of the depositary;
4 ° a description of the OPCA, or any information relating to it, made available participants;
5 ° information on the place where the master is established if the OPCA is a feeder;
6 ° any additional information referred to in article 68;
7 ° the indication of the Member State where the Manager intends to commercialize the OPCA with professional investors shares;
8 ° the information on arrangements for the marketing and, where appropriate, information on the arrangements established to prevent units are marketed to retail investors, including when the Manager uses independent entities to provide investment services in relation to the OPCA.
S. 91 § 1. No later than 20 working days after the date of receipt of the complete notification dossier referred to in article 90, the FSMA forwards it to the competent authorities of the Member States where it is intended that the units of the OPCA are marketed. It is transmitted only if the management of the OPCA is consistent and will remain compliant under this Act and the orders and regulations for its execution and if the manager complies with this Act and the orders and regulations for its execution.
The FSMA attached a statement, written in a language customary in the sphere of international finance, indicating that the Manager is approved and mentioning if any restrictions or conditions imposed under article 17.
§ 2. After transmission of the record of notification in accordance with paragraph 1, the FSMA shall notify without delay this transmission to the Manager. The Manager can start the marketing of the units of the OPCA in the Member State of home from the date of this notification.
Where the OPCA is a foreign law, the FSMA shall inform the competent authorities thereof that the Manager can begin to market its units in the host Member State.
S. 92. in the event of substantial modification of one any information communicated in accordance with article 90, Manager notifies in writing the FSMA, at least one month before implementing a planned modification or as soon after an unexpected change.
If a planned modification would lead to what the management of the OPCA by Manager

no more complies with this Act and orders and regulations for its execution or what Manager do not meet more under this Act and the orders and regulations for its execution, FSMA shall inform without delay the Manager should not make this change.
If a proposed amendment is implemented notwithstanding paragraphs 1 and 2, or if unforeseen changes took place whereby the management of the OPCA by the Manager no longer complies with this Act and orders and regulations for its execution or manager would meet over this Act and orders and regulations for its execution the FSMA takes all necessary measures in accordance with Article 359 et seq., including, if necessary, the express prohibition on marketing the OPCA.
If changes can be admitted because they do not affect the compliance of the management of the OPCA by the Manager with the present law and the orders and regulations for its performance or compliance with this Act and regulations and orders taken for execution by the Manager, FSMA shall inform without delay the competent authorities of the Manager of these changes home Member State.
C. marketing with a passport in Belgium or in another Member State of the EEA European of units of collective investment alternative from third countries by a Belgian Manager s. 93. a Manager may sell in the European economic area of units of collective investment undertakings of third countries that it manages and feeders of the Union which do not fulfil the conditions laid down by article 84, paragraph 2, since the conditions laid down by this point C are met.
S.
94 § 1. The Manager meets the requirements of this Act and the by-laws and regulations for its execution.
§ 2. In addition, the following conditions are met: (1) appropriate cooperation arrangements exist between the FSMA and the supervisory authorities of the third country where the concerned OPCA is established, in order to ensure at least Exchange information effectively, taking account of article 346, § 4, allowing the FSMA to perform missions that are entrusted to it by law;
2 ° the third country in which the concerned OPCA is established is not included in the list of countries and non-cooperative territories of the FATF;
3 ° the third country in which the concerned OPCA is established has signed, with the Belgium and any other Member State in which it is expected that the units of the OPCA are marketed, an agreement complies with the standards set out in article 26 of the model tax convention OECD concerning the income and wealth and ensuring effective information in tax matters Exchange including any multilateral agreement in tax matters.
In case of disagreement with the competent authorities of the host Member State concerning the assessment of compliance with the requirements laid down in paragraph 1, 1 ° and 2 °, the FSMA may enter the ESMA.
S. 95. articles 86 and 87 shall apply to the marketing of units of third countries in Belgium by a Belgian Manager OPCA.
FSMA also informed the ESMA as the OPCA management company can start the marketing of the units of the OPCA concerned in Belgium.
S. 96. the shares of the OPCA cannot be the subject of a public offering in Belgium than in accordance with the provisions of parts III and IV.
S. 97. articles 88 and 89 apply in the event of substantial modification of the information transmitted under article 91.
If changes can be admitted because they affect not the conformity of the management of the OPCA by the Manager with this Act and the orders and regulations for its execution, or compliance with this Act and regulations and orders taken for execution by the Manager, FSMA shall inform without delay the ESMA of these changes insofar as the changes concern the cessation of the marketing of certain OPCA or marketing of new OPCA and, where appropriate, the competent authorities of the Member States to Manager home.
S.
98. articles 90, § 1, paragraph 1 and § 2-91 shall apply where marketing of units of OPCA of third country in another Member with professional investors.
After transmission of the notification dossier, the FSMA informs the ESMA Manager can start the marketing of the units of the OPCA in the host Member State.
S.
99. article 92, paragraphs 1 to 3 shall apply in the event of substantial modification of the information transmitted under article 98.
If changes can be admitted because they affect not the conformity of the management of the OPCA by the Manager with this Act and the orders and regulations for its execution, or compliance with this Act and regulations and orders taken for execution by the Manager, FSMA shall inform without delay the ESMA of these changes insofar as the changes concern the cessation of the marketing of certain OPCA or marketing of new OPCA and, where appropriate, the competent authorities of the Member States to Manager home.
S. 100. in the case referred to in article 35, paragraph 15 of 2011/61/EU Directive the FSMA may bring the matter to the attention of ESMA.
CHAPTER IV. -Opening of branches and exercise of freedom to provide services abroad article
101. the managers may exercise their activities on a cross-border basis under the conditions laid down in this chapter.
Section Ire. -Pursuit of the activity in another EEA Member State European subsection Ire. -Opening branches in another EEA Member State European art. 102. the manager who plans to establish a branch in another Member State to manage the Union OPCA should inform the FSMA.
It sends a notification to the FSMA, including documentation and the following information: 1 ° the Member State where the Manager intends to establish a branch;
2 ° a programme of activities including the services it intends to provide and identifying the OPCA it intends to manage.
3 ° the organizational structure of the branch;
4 ° the address where documents can be obtained in the Member State of origin of the OPCA;
5 ° the name and contact information of the persons responsible for the management of the branch.
S. 103 § 1. The FSMA, within a period of two months from the receipt of the complete documentation referred to in article 102, forwards it to the competent authorities of the Member State of Manager home. Notwithstanding the foregoing, these documents are submitted to the condition that the management of the OPCA by the Manager is and remains consistent with this Act and the orders and regulations for its implementation and that the Manager respects the provisions.
The FSMA attached a certificate stating that it has granted approval to the Manager.
The FSMA shall immediately notify the transmission to the Manager.
§ 2. In the case of modification of the information transmitted under article 102, Manager warns writing the FSMA, at least one month before implementing the planned changes or immediately after an unexpected change.
If a proposed amendment should lead to that the management of the OPCA by the Manager is more consistent with this Act and the orders and regulations for its execution, or that the Manager meets more under this Act and the orders and regulations for its execution, the FSMA shall inform without delay the Manager should not make this change.
If a proposed amendment is put in work Notwithstanding rule 1 or 2, or if unforeseen changes took place after which the management of the OPCA by the manager would be more consistent with this Act and the orders and regulations for its execution, or the manager would meet over this Act and orders and regulations for its execution the FSMA takes all necessary measures in accordance with Article 359 et seq., including, if necessary, the express prohibition on marketing the OPCA.
If changes can be admitted because they affect not the conformity of the management of the OPCA by the Manager with this Act and the orders and regulations for its execution, or compliance with this Act and regulations and orders taken for execution by the Manager, FSMA shall inform without delay the competent authorities of the Manager of these changes home Member State.
Subsection II. -Exercise of freedom to provide services in another EEA Member State European art. 104. § 1.
The manager who plans to manage for the first time of the OPCA in another Member State should inform the FSMA.
It sends a notification to the FSMA, including documentation and the following information: 1 ° the Member State where the Manager intends to manage the OPCA directly;
2 ° a programme of activities including the services it intends to provide and identifying the OPCA it intends to manage.
§ 2. Article 103 shall apply. Notwithstanding the foregoing, FSMA has one month from the receipt of the complete documentation referred to the § 1 to transmit it to the competent authorities of the Member State of Manager home.
Section II. -Pursuit of the activity in a third country,

without marketing in the economic area European art. 105. a manager can manage the OPCA of third countries which are not marketed in the European economic area provided that: has) it complies with all requirements under this Act and the orders and regulations made for its execution, with the exception of articles 51, 52, 55, 56, 57, 58, 59, 60 and 61, §§ 1, 3 and 4 as regards the OPCA concerned;
(b) appropriate cooperation arrangements exist between the FSMA and the supervisory authorities of the third country where the concerned OPCA is established, in order to ensure at least an effective information exchange, allowing the FSMA to perform missions that are entrusted to it by law.
TITLE II. -Special provisions for alternative investment funds managers to small chapter I:. -Scope art. 106. this title shall apply 1 ° to managers of OPCA who manage, directly or indirectly, through a company with which they are linked as part of a community of management or control, or by a substantial direct or indirect participation, OPCA with assets under management, including the assets acquired through the leverage, not a threshold of EUR 100 000 000 in total;
2 ° the managers of OPCA who manage, directly or indirectly, through a company with which they are linked as part of a community of management or control, or by a substantial direct or indirect participation, of the OPCA whose assets under management exceed not a threshold of 500,000,000 EUR a total if the concerned OPCA do not use leverage and no right to a refund cannot be exercised for a period of five years from the initial investment in each organization.
CHAPTER II. -Managers of small managing collective investment alternative non-public bodies s. 107 § 1.
Referred to in article 106 managers are required to transmit a notification to the FSMA before commencing their activities.
This notification includes: 1 ° identification of the Manager and the OPCA it manages;
2 ° information on the OPCA investment strategies that it manages.
§ 2. Manager to communicate without delay to the FSMA information necessary for the permanent update of the registration file.
In particular, the Manager 1 ° regularly communicates to the FSMA of information on the main instruments negotiated and the main exhibitions and most important concentrations of the OPCA it operates so as to enable the effective monitoring of systemic risk;
2 ° notify the FSMA where it no longer complies with the conditions laid down in article 106.
In the case referred to in article 2, 2 °, it is required to apply, within a period of thirty calendar days, an approval in accordance with the provisions of title I of the present book.
S. 108 § 1. OPCA managers referred to in section 106 are not subject to the provisions of title I.

§ 2. Referred to in article 106 OPCA managers may ask their approval under title I. In this case, they are subject to the provisions of title I and the 2011/61/EU Directive in their entirety.
§ 3. OPCA managers referred to in article 106 and did not request their approval under title Ier cannot provide the services referred to in article 3, 43 ° unless they have the authorisation requirement to this effect by the law of 6 April 1995.
S. 109. the FSMA establishes a list of the managers registered under this chapter. This list and any changes that are made are published on its website.
In the event that satisfied the requirements laid down in this chapter, the registered FSMA manager concerned on the list referred to in paragraph 1. It can initiate its activities from this moment.
CHAPTER III. -Managers of small managing collective investment alternative public bodies s. 110. managers referred to in article 106 that manage at least an OPCA public under Belgian law that is subject to the provisions of part III of this Act are submitted: 1 ° to the provisions of title I of this paper, with the exception of articles 62 to 67 and 73-83; and 2 ° in article 107, paragraph 2, subparagraphs 2 and 3.
They are not subject to article 108 § 3 and can provide the services referred to in article 3, 43 ° to the conditions laid down in title I.
S.
111 § 1. OPCA managers referred to in the previous article can manage public OPCA and publicly offer shares thereof, the requirements of parts III and IV in Belgium.
§ 2. Referred to in article 106 OPCA managers may choose to be subject to the provisions of title I and the 2011/61/EU Directive in their entirety, without however that they can choose to conform to some of them only.
S.
112. the FSMA establishes a list of the managers registered under this chapter. This list and any changes that are made are published on its website.
Book II. -Managers of foreign law art. 113. the present paper rule the status of branches and activities providing services in Belgium by managers of foreign law, as well as the conditions to which they can market without public offering in Belgium the OPCA they manage.
TITLE I. -Managers established in another Member Chapter I: State. -Branches and activities of delivery of services in Belgium Section Ire. -Managers that have the approval referred to in article 6 of the Directive 2011/61/EU art. 114 § 1. Managers with the approval referred to in article 6 of 2011/61/EU Directive established in another Member State can begin to exercise their activity in Belgium by way of installation of branches or under the regime of the free provision of services upon receipt by the FSMA by the notification containing the information as appropriate, under article 33 , paragraph 2 and, where appropriate, in article 33, paragraph 3 of Directive EU-61-2011.
In the event that the Manager may wish to provide the services referred to in article 6, paragraph 4, of the Directive in Belgium 61-2011-EU for which it is approved in its home Member State, the notification referred to in paragraph 1 shall also specify the services that the Manager thus intends to provide.
§ 2. The provisions of book I are applicable to managers referred to in this section to the extent specified in this paragraph.
Articles 37, 39, 44, 45 and 46 are applicable to managers who operate in Belgium by way of installation of branches.
§ 3. The King may, by order taken on the advice of the FSMA, submit the supply to retail investors of the services referred to in article 6(4) of Directive EU-61-2011 to stricter conditions as well as provide for additional requirements to those laid down in this section.
S.
115. the FSMA publishes annually on its website the list of OPCA management companies with the competent authorities of the Member State of origin have communicated the notification referred to in the previous article, as well as any changes that are made during the year.
S. 116 § 1. The shares of the OPCA managed in accordance with this section may be the subject of a public offering in Belgium than in accordance with the provisions of parts III and IV.
§
2. The King may, by order made on the advice of the FSMA, extend to the OPCA managed in accordance with this section which the units are marketed to retail investors, all or part of the obligations relating to the document information key investor which are applicable to the OPCA public.
Furthermore, the implementation of the orders and regulations made pursuant to sections 30A and 45, § 2 of the law of 2 August 2002 may be, in accordance with the conditions laid down by those provisions, extended by the FSMA or King to nonpublic OPCA which the units are marketed to retail investors.
Section II. -Managers of small size without the approval referred to in article 6 of the Directive 2011/61/EU art. 117. the managers established in another Member State referred to in article 3, paragraph 2 of Directive EU-61-2011 and featuring not the approval referred to in article 6 of Directive EU-61-2011 cannot, the conditions laid down in this section, practise in Belgium directly or by way of installation of branches.
S.
118. in the event that a Manager intends to manage for the first time an OPCA under Belgian law, it passes to the FSMA notification, including a programme of activities including the services it intends to provide and identifying the OPCA it intends to manage.
S. 119. in the event that a Manager intends to carry on business in Belgium by way of installation of branch, it passes to the FSMA notification.
This notification includes: 1 ° a programme of activities including the services it intends to provide and identifying the OPCA it intends to manage.
2 ° the organizational structure of the branch;
3 ° the address of the branch;
4 ° the name and contact information of the persons responsible for the management of the branch.
S. 120. the manager shall immediately send to the FSMA information necessary for the permanent update of the registration.
S. 121. the FSMA establishes

a list of the managers registered under this section. This list and any changes that are made are published on its website.
In the event that satisfied the requirements of this section, the FSMA registers the handler concerned on the list referred to in paragraph 1. It can initiate its activities from this moment.
S. 122 § 1.
The shares of the OPCA managed in accordance with this section may be the subject of a public offering in Belgium than in accordance with the provisions of parts III and IV.
§ 2. The King may, by order made on the advice of the FSMA, extend to the OPCA managed in accordance with this section which the units are marketed to retail investors, all or part of the obligations relating to the document information key investor which are applicable to the OPCA public.
Furthermore, the implementation of the orders and regulations made pursuant to sections 30A and 45, § 2 of the law of 2 August 2002 may be, in accordance with the conditions laid down by those provisions, extended by the FSMA or King to nonpublic OPCA which the units are marketed to retail investors.
CHAPTER II. -Marketing of units of undertakings for collective investment alternative in Belgium art. 123. This chapter is applicable to managers established in another European economic area Member State marketing in Belgium of units of mutual funds that they manage.
Section Ire. -Undertakings for collective investment alternative marketed by managers with the approval referred to in article 6 of the Directive 2011/61/EU art. 124. a manager established in another European economic area Member State may sell shares of OPCA of the Union upon receipt by the FSMA by the documents referred to in article 32, paragraph 2 of Directive EU-61-2011 in Belgium.
When the OPCA is a feeder, the law of marketing referred to in the first subparagraph is subject to the condition that the master is (a) an OPCA of the Union, managed by an authorised manager established in the European economic area, or (b) an undertaking for collective investment meets the conditions of Directive 2009/65 / EC, if managed by a management company of undertakings for collective investment established in the European economic area.
S. 125. a manager established in another European economic area Member State may market in Belgium share of OPCA third countries that it manages and feeders of the Union fulfilling the conditions laid down in article 84, paragraph 2 upon receipt by the FSMA of the documents referred to in article 35, paragraph 5 of Directive EU-61-2011.
S. 126 § 1. The provisions of book I are applicable to managers referred to in this section to the extent specified in this paragraph.
Articles 37, 39, 44, 45 and 46 are applicable to managers who operate in Belgium by way of installation of branches.
§ 2. Shares of the OPCA referred to in this section may not be the subject of a public offering in Belgium than in accordance with the provisions of parts III and IV.
§ 3. The King may, by order made on the advice of the FSMA, extend to the OPCA referred to this section which the units are marketed to investors of detail, all or part of the obligations relating to the document information key investor which are applicable to the OPCA public.
Furthermore, the implementation of the orders and regulations made pursuant to sections 30A and 45, § 2 of the law of 2 August 2002 may be, in accordance with the conditions laid down by those provisions, extended by the FSMA or King to nonpublic OPCA which the units are marketed to retail investors.
Section II. -Alternative mutual funds marketed by managers of small and lacking the approval referred to in article 6 of the Directive 2011/61/EU art. 127. a manager established in another EEA Member State, referred to in article 3, paragraph 2 of Directive EU-61-2011 and not lacking the approval referred to in article 6 of Directive EU-61-2011, can market in Belgium, without bid, shares of OPCA of the Union that it manages.
S. 128. the manager forwards to the FSMA notification for each OPCA it intends to market in Belgium.
This notification includes: 1 ° a notification letter, including a programme of operations identifying the OPCA and information on the place where he is established;
2 ° the regulation or the statutes of the OPCA;
3 ° a description of OPCA, or any other information, the provision of the participants.
The Manager can begin marketing this moment.
S.
129. the manager shall immediately send to the FSMA information necessary for updating the file.
S. 130. a manager established in another another State member of the European economic area, referred to in article 3, paragraph 2 of Directive EU-61-2011 and not lacking the approval referred to in article 6 of Directive EU-61-2011, can market in Belgium, without bid, shares of OPCA of third countries that it manages, subject to the following conditions : (1) appropriate cooperation arrangements intended to comply with international standards and systemic risk monitoring exist between the FSMA and the supervisory authorities of the third country where the OPCA is established, in order to ensure an effective information exchange, allowing the FSMA to perform missions that are entrusted to it by law;
2 ° the third country in which the concerned OPCA is established is not included in the list of countries and non-cooperative territories of the FATF;
3 ° the third country in which the OPCA is established with the Belgium signed an agreement that meets the standards set out in article 26 of the model tax convention OECD on income and on capital and ensuring an effective exchange of information in tax matters, including any multilateral agreement in tax matters.
S.
131. the manager forwards to the FSMA notification for each OPCA it intends to market in Belgium.
This notification includes: 1 ° a notification letter, including a programme of operations identifying the OPCA and information on the place where he is established;
2 ° the regulation or the statutes of the OPCA;
3 ° a description of the OPCA, or any information relating to it, made available participants;
4 ° demonstrating that conforms to the requirements of the preceding article.
In the event that satisfied the requirements of the preceding article, the FSMA communicates to the manager that it can begin marketing.
S.
132. the manager shall immediately send to the FSMA information necessary for updating the file.
S. 133 § 1. Shares of the OPCA referred to in this section may not be the subject of a public offering in Belgium than in accordance with the provisions of parts III and IV.
§ 2. The King may, by order made on the advice of the FSMA, extend to the OPCA referred to this section which the units are marketed to investors of detail, all or part of the obligations relating to the document information key investor which are applicable to the OPCA public.
Furthermore, the implementation of the orders and regulations made pursuant to sections 30A and 45, § 2 of the law of 2 August 2002 may be, in accordance with the conditions laid down by those provisions, extended by the FSMA or King to nonpublic OPCA which the units are marketed to retail investors.
TITLE II. -Managers established in a third country, chapter I. -Managers established in a third country for which the Belgium is the Member State of reference Manager alternative collective investment undertakings of the Union and/or selling with passport of shares to hedge funds that they manage Section Ire. -Scope art. 134. This chapter applies to the managers established in a third country for which the Belgium is the reference Member State.
S. 135 § 1. Without prejudice to paragraphs 2, 3 and 4, the Belgium is, in the following cases, the Member State of reference of a manager established in a third country which intends to manage the Union OPCA and/or market shares of OPCA that it manages in the EEA under articles 147 to 149 or 152 to 155: 1 ° if the manager concerned intends to manage one or more Union established in Belgium and OPCA has not the intention to market shares of OPCA in the European economic area pursuant to articles 147 to 149 or 152 to 155;
2 ° If the concerned Manager intends to manage several OPCA Union established in different Member States and does not intend to market shares of OPCA in the EEA under articles 147 to 149 or 152 to 155 and is: (a) the Belgium is the State member in which the majority of the OPCA are established; or (b) the Belgium is the Member State in which the greatest volume of assets is managed;
3 ° If the Manager intends to commercialize a single Union in Belgium OPCA only and, (a) where the OPCA is licensed or registered in a Member State, that the Belgium is the Member State of origin of the OPCA or the Member State in which the Manager intends to commercialize;
(b) in the case where the OPCA is not licensed or registered in a Member State, that the Belgium is the Member State in which the Manager intends to commercialize it.

4 ° If the Manager intends to commercialize a single OPCA from third countries in Belgium only.
5 ° If the Manager intends to market a single Union OPCA in different Member States and that, (a) in the case where the OPCA is licensed or registered in a Member State, the Belgium is the State member of origin or one of the Member States in which the Manager intends to develop effective marketing of it;
(b) where the OPCA is not authorised or registered in a Member State, the Belgium is one of the Member States in which the Manager intends to develop effective marketing of it;
6 ° If the Manager intends to commercialize a single OPCA of third countries, in various Member States, including the Belgium;
7 ° if the Manager intends to commercialize several OPCA Union, in the European economic area and, (a) where these OPCA are all registered or authorised in the same Member State, that the Belgium is the Member State of origin or the State member in which the Manager intends to develop effective most of these; marketing
(b) where these OPCA are not registered or authorised in the same Member State, as the Belgium is the Member State in which the Manager intends to develop effective marketing of most of these.
8 ° if the Manager intends to market in the European economic area several OPCA of the Union and third countries, or several OPCA from third countries, and that the Belgium is the Member State in which it intends to develop effective marketing of the majority of the OPCA.
In the cases referred to in points 2 °, 3 °, (a), 5 °, 6 ° and 7 °, (a), the concerned Manager submitted an application to the FSMA and the competent authorities of the other Member States which are Member States of reference possible under the relevant provisions of paragraph 1 to determine the Member State of reference among them.
The FSMA and the other competent authorities concerned shall jointly, decide within a period of one month from the receipt of the request, what is the Member State of reference among them. In the event that the Belgium is designated as reference Member State, the FSMA shall inform without delay the Manager of this designation.
In case the Manager is not properly informed of the designation within seven days it or if the competent authorities concerned have not made their decision within a period of a month, the Manager can choose itself the reference Member State on the basis of the criteria set out in paragraph 1.
The Manager provides proof of its intention to develop the effective marketing of the units of OPCA in a given Member State by communicating its marketing strategy to the competent authorities of the Member State designated.
§ 2.
In the cases referred to the § 1 the FSMA is competent accreditation and monitoring of the OPCA handler.
Belgian law shall apply and the Belgian courts are competent with regard to relations between the FSMA and the Manager.
No dispute between Manager and participants in the European economic area may be adjusted in accordance with the law of a third country or be within the jurisdiction of the courts of this.
Section II.
-Leisure arts. 136 § 1. OPCA managers established in a third country for which the Belgium is the Member State of reference and who intend to manage the Union OPCA and/or marketing of OPCA they manage in the European economic area get prior approval of the FSMA.
§ 2. Without prejudice to the provisions of this chapter, such Manager shall comply with the provisions of this Act and of the orders and regulations for its execution which are applicable to managers of Belgian law.
The Manager is not required to comply with a provision of book II of this Act and the orders and regulations for its execution, subject to the following conditions: 1 ° the relevant legal provision is incompatible with a mandatory provision of the law governing the concerned Manager and/or the OPCA from third countries marketed by the latter in the European economic area;
2 ° the legal enforcement regime to the concerned Manager and/or third countries marketed by it in the economic area European OPCA contains an equivalent provision have the same regulatory effect and providing the same level of protection to the participants of the OPCA;
3 ° the concerned Manager and/or the OPCA from third countries marketed by the respect the equivalent provision.
§ 3. A manager who intends to obtain such prior authorisation has a legal representative established in Belgium. The legal representative is the point of contact of the European economic area manager and all official correspondence between the competent authorities and the Manager and participants in the European economic area of the concerned OPCA and such Manager as provided by Directive EU-61-2011 takes place through the same legal representative.
The legal representative performs the function of verification of compliance with regard to management and marketing activities carried out by the Manager under this Act and the orders and regulations for its execution, in conjunction with the Manager.
S.
137 § 1. OPCA managers covered by this chapter shall submit an application for approval to the FSMA.
§ 2. After receipt of the application for approval, the FSMA assesses whether the determination, by the Manager, the reference Member State complies with the criteria set out in article 135.
If the FSMA believes that such is not the case, it rejects the request for approval specifying the reasons for the refusal.
If the FSMA believes that the criteria set out in article 135 have been met, it sends a notification to the ESMA, asking a recommendation on its assessment. The notification contains the justification advanced by the Manager with respect to the determination of the Member State of reference and information relating to the marketing strategy.
The time limit referred to in article 16, § 1, paragraph 1 is suspended for examination by ESMA.
If the FSMA proposes to grant approval against the recommendation of the ESMA, she informs this by motivating its decision. In addition, if the concerned Manager intends to commercialize portions of OPCA it manages in Member States other than the Member State of reference, FSMA informs also the competent authorities of these Member States specifying the reasons for its decision. Where appropriate, the FSMA in also informs the competent authorities of the Member States of origin of the OPCA managed by the Manager stating the reasons for its decision.
S.
138. where the FSMA is disagree with the determination, by the Manager, the reference Member State, it may bring the matter to the attention of the ESMA.
S. 139 § 1.
Without prejudice to article 140, approval has been granted under the following conditions: 1 ° the Belgium has been designated as reference Member State in accordance with the criteria laid down in article 135 and this designation is supported by the marketing strategy and the procedure prescribed by article 37, paragraph 5 of 2011/61/EU Directive was followed by the FSMA and the other competent authorities concerned.
2 ° the OPCA handler has appointed a legal representative in Belgium.
3 ° the legal representative is, in conjunction with the Manager, the contact person of the Manager for the participants of the OPCA concerned for the ESMA and the FSMA with respect to the activities for which the Manager is approved in the European economic area. It has the necessary means to perform the function of verification of compliance in accordance with this Act and the orders and regulations for its implementation;
(4) appropriate cooperation arrangements exist between the FSMA, the competent authorities of the Member State of origin of the OPCA of the Union concerned and the supervisory authorities of the third country where the OPCA handler is established in order to ensure at least an effective information exchange, allowing the FSMA to perform missions that are entrusted to it by law;
5 ° the third country in which the OPCA handler is established does not appear on the list of countries and non-cooperative territories of the FATF;
6 ° the third country in which the Manager is established with the Belgium signed an agreement that meets the standards set out in article 26 of the model tax convention OECD on income and on capital and ensuring an effective exchange of information in tax matters, including any multilateral agreement in tax matters;
7 ° the effective exercise by the FSMA, missions that are entrusted to it by law is not hindered by the legislative, regulatory or administrative provisions of a third country which the Manager of OPCA or limitations to the powers of monitoring and investigation of the supervisory authorities of that third country.
§ 2. A_le_cas_ou the FSMA is in disagreement with the assessment made on the application of article 37, paragraph 7, points) to e) and item g) 2011/61/EU directive by the competent authorities of the Member State of reference Manager, or a competent authority

disagreed with the assessment made on the application of this article by the FSMA as competent authority of the Member State of reference, FSMA may bring the matter to the attention of the ESMA.
§ 3. A_le_cas_ou the competent authority of an EU OPCA is not within the terms required cooperation laid down in article 37, paragraph 7, point d) of Directive 61-2011-EU within a reasonable time, the FSMA may refer the matter to the attention of the ESMA.
S.
140 § 1. Approval has been granted in accordance with the provisions of articles 11 to 35.
§ 2. The following provisions are also application: 1 ° the information referred to in article 13, § 2, paragraph 1 is supplemented by: (a) the justification given by the manager concerned on the determination of the Member State of reference in accordance with the criteria set out in article 135 and information relating to the marketing strategy;
(b) a list of the provisions of this Act and the orders and regulations for its execution at which it is impossible for the Manager to comply, insofar as these provisions is, in accordance with article 136, § 2, paragraph 2, incompatible with the respect of a mandatory provision of the law governing the concerned Manager and/or the OPCA from third countries marketed by the latter in the European economic area;
(c) written evidence, based on the technical standards for regulations issued by ESMA indicating (i) that the laws of the third country concerned contains a rule equivalent to the relevant provisions of this Act and the orders and regulations for its execution whose compliance is impossible, have the same regulatory effect and offering the same level of protection to the participants of the OPCA concerned and (ii) that the manager complies with this rule.
These documentary evidence are supported by a legal opinion on the existence, in the legislation of the third country, the relevant mandatory provision, and include a description of the regulatory effect and the nature of the protection it seeks to offer participants;
and (d) the name of the legal representative of the Manager and the place where he is established;
2 ° the information referred to in article 13, § 2, paragraphs 2 and 3 may be limited to those relating to the OPCA in the Union that the Manager intends to manage and the OPCA it manages and it intends to market in the European economic area with a passport;
3 ° article 20 shall be without prejudice to article 136, § 2;
4 ° article 16, § 1, paragraph 2 is understood as including a reference to the information referred to in article 140, § 2, 1 °.
Article 34 does not apply.
§ 3. In case the FSMA is disagree with the approval granted by the competent authorities of the Member State of reference Manager, or a competent authority disagrees with the approval granted by the FSMA as the competent authority of the reference Member State, the FSMA may bring the matter to the attention of the ESMA.
S.
141. where the FSMA believes that the Manager can invoke article 136, paragraph 2 to be exempt from compliance with certain provisions of the Act and the orders and regulations for its execution, it shall notify without delay the ESMA for the purpose of obtaining a recommendation thereof.
(She supports this assessment using the information provided by the Manager in accordance with article 140, § 2, 1 °, b) and (c)).
The time limit referred to in article 16, § 1, paragraph 1 is suspended for examination by ESMA.
If the FSMA proposes to grant approval against the recommendation of the ESMA referred to in article 37, paragraph 9, paragraph 2 of the 2011/61/EU Directive, it shall inform it in motivating its decision. Moreover, in this same case, if the Manager intends to commercialize portions of OPCA it manages in Member States other than the Member State of reference, FSMA informs also the competent authorities of these Member States specifying the reasons for its decision.
In the case where the FSMA is disagree with the assessment made on the application of article 37, paragraph 9 of 2011/61/EU Directive by the competent authorities of the Member State of reference Manager, or a competent authority disagrees with the assessment made on the application of this section by the FSMA as the competent authority of the reference Member State the FSMA may bring the matter to the attention of the ESMA.
S. 142. the FSMA shall inform without delay the ESMA the granting or refusal of initial authorisation, of any changes to the approval of the Manager of OPCA and of any withdrawal of approval.
The FSMA informs the ESMA's requests for approval that she has rejected, by providing information on the OPCA Manager who introduced the application in question and the reasons for the rejection.
S. 143. the FSMA establishes a list of managers approved under this chapter. This list and any changes that are made are published on its website.
The list may include topics and subtopics.
S.
144 § 1. Operations carried out by the European OPCA in the economic area manager after the granting of the initial approval have no impact on the determination of the reference Member State.
§ 2. Nevertheless, if the Manager changes its marketing strategy in the two years following the grant of approval and amended such marketing strategy, would have been likely to lead to the appointment of another reference Member State, Manager shall notify the change to the FSMA before implementing and indicates what is the reference Member State under the criteria of article 135. The Manager justifies its position by contacting the FSMA to its new marketing strategy as well as information on his new legal representative, including his identity and the place where he is established. The new legal representative is established in the new Member State of reference.
The FSMA examines whether the Manager assessment is correct and sends a notification to the ESMA, for the purpose of obtaining a recommendation thereof. The notification contains the justification advanced by the Manager and information relating to its new marketing strategy.
After receipt of the recommendation of the ESMA, the FSMA informed the Manager of OPCA, initial legal representative and ESMA from its decision.
On the other hand, when the FSMA approves the assessment carried out by the Manager, she informed also of the amendment the competent authorities of the new Member State of reference. The FSMA shall transmit without delay a copy of the decision of approval and surveillance of the Manager folder to the competent authorities of the new Member State of reference. From the date of transmission of the decision of approval and monitoring folder, the competent authorities of the new Member State of reference are competent for the accreditation and supervision of the Manager. In case the new Member State of reference is the Belgium, the FSMA is competent as from this date.
In case the decision of the FSMA is contrary to the recommendation of the ESMA, 1 ° the FSMA informs ESMA specifying the reasons for its decision;
2 ° when the Manager sells shares of OPCA in Member States other than the Member State of reference initial, FSMA shall inform the competent authorities of those other Member States specifying the reasons for its decision. Where appropriate, the FSMA in also informs the competent authorities of the Member States of origin of the OPCA managed by the Manager stating the reasons for its decision.
S. 145 § 1. When, within a period of two years after the granting of the approval, the actual development of the OPCA in the economic area manager European operations seems to indicate that marketing strategy such as communicated by the Manager during the introduction of the request for approval was not been followed, or that the Manager has made false statements in this regard, or that the Manager is not complied with the provisions of article 144 when it changed its marketing strategy the FSMA requires the Manager to indicate the reference Member State according to its real marketing strategy.
Then, the procedure prescribed by article 144 shall apply by analogy.
If the Manager does not give the request of the FSMA, its accreditation was withdrawn.
§ 2. When the Manager changes its marketing strategy after the time limit referred to in article 144 and intends to change the reference Member State based on its new marketing strategy, it may submit a request to change the reference Member State to the FSMA. Then, the procedure prescribed by article 144 shall apply by analogy.
S. 146. where a management company established in a third country which operates an OPCA or other entity acting on its behalf is not able to guarantee compliance with the requirements of this Act and the orders and regulations for its execution that are applicable to the OPCA it manages, it shall immediately inform the FSMA and where appropriate, the competent authorities of the concerned OPCA.
The FSMA requires the management company to take the necessary steps to remedy the situation.
In the case of an OPCA of the Union, in the event where notwithstanding the measures referred to in the preceding paragraph, the management company does not meet the requirements

This Act and the orders and regulations for its execution, the FSMA requires the replacement of the latter as a management company of the OPCA. As long as it was did not replace, the OPCA can no longer be marketed in the European economic area. The FSMA shall immediately inform the competent authorities of the management company host Member States.
In the case of an OPCA from third countries, in the event where notwithstanding the measures referred to in the preceding subparagraph, the management company fails to comply with the requirements of this Act and the orders and regulations for its execution, this OPCA is more marketed in the European economic area. The FSMA shall immediately inform the competent authorities of the management company host Member States.
Section III. -Marketing in the European economic area with a passport of units of collective investment alternative of the Union managed by a manager established in a third country article
147. a manager of OPCA established in a third country which the Belgium is the reference Member State may market in the European economic area of units of OPCA of the Union that it manages as the conditions set out in section II and this section are met.
S.
148. § 1. In case the Manager intends to commercialize portions of OPCA in Belgium, it presents a notification to the FSMA for each OPCA it intends to market.
This notification includes the documentation and information referred to in article 86.
§
2. Article 87, paragraphs 1 and 2 shall apply.
In case of positive decision of the FSMA, it also informs the ESMA and, provided that they are different, the competent authorities of the OPCA of the fact that the Manager can start the marketing of the units in Belgium.
S.
149. the shares of the OPCA referred to in this section cannot be the subject of a public offering in Belgium than in accordance with the provisions of parts III and IV.
The King may, by order made on the advice of the FSMA, extend to the OPCA referred to this section, which the units are marketed to investors of detail, all or part of the obligations relating to the document information key investor which are applicable to the OPCA public.
Furthermore, the implementation of the orders and regulations made pursuant to sections 30A and 45, § 2 of the law of 2 August 2002 may be, in accordance with the conditions laid down by those provisions, extended by the FSMA or King to nonpublic OPCA which the units are marketed to retail investors.
S.
150 § 1. In the event that the Manager intends to commercialize portions of OPCA in Member States other than the Belgium, it presents a notification, written in a language customary in the sphere of finance international, to the FSMA for each OPCA it intends to market.
This notification includes the documentation and information referred to in article 90.
§ 2. Article 91, § 1, paragraph 1 is for the application.
The FSMA attached a certificate, drawn up in a language customary in the sphere of international finance, the notification referred to in article 91, § 1, paragraph 1 indicating that the Manager is approved.
§ 3. Article 91, § 2, paragraph 1 shall apply.
In case of positive decision of the FSMA, it also informs the ESMA and, provided that they are different, the competent authorities of the OPCA of the fact that the Manager can start the marketing of the units in its host Member States.
S. 151 § 1. In the event of substantial modification of one any of the information provided in accordance with article 148, § 1, articles 88 and 89 are applicable.
In the event of substantial modification of one any of the information provided in accordance with article 150, § 1, article 92, paragraphs 1 to 3 applies.
§ 2. If the changes can be admitted, because they affect not the conformity of the management of the OPCA with this Act and the orders or regulations for its performance or compliance with this Act and the orders or regulations made for execution by the Manager, the FSMA shall inform without delay the ESMA of these changes, insofar as these relate to the termination of the marketing of certain OPCA or marketing of additional OPCA and where appropriate, the competent authorities of the host Member States.
Section IV. -Marketing in the European economic area with a passport of units of undertakings for collective investment alternative third countries managed by a manager established in a third country article 152. a manager of OPCA, which the Belgium is the reference Member State may sell shares of OPCA of third countries that it manages, since the conditions set out in section II and this section are met.
S. 153 § 1. Without prejudice to the provisions of this chapter, the Manager satisfies the provisions of this Act and of the orders and regulations for its execution which are applicable to managers of Belgian law.
§ 2. In addition, it complies with the following provisions: (1) appropriate cooperation arrangements exist between the FSMA and the supervisory authorities of the third country where the concerned OPCA is established, in order to ensure at least an effective information exchange that enables the FSMA to perform missions that are entrusted to it by law;
2 ° the third country in which the concerned OPCA is established is not included in the list of countries and non-cooperative territories of the FATF;
3 ° the third country in which the concerned OPCA is established has signed, with the Belgium and any other Member State in which it is expected that the units of the OPCA are marketed, an agreement complies with the standards set out in article 26 of the model tax convention OECD concerning the income and wealth and ensuring effective information in tax matters Exchange including any multilateral agreement in tax matters.
A_le_cas_ou the FSMA does not agree with the assessment made on the application of article 40, paragraph 2, first subparagraph, point a) and b) of 2011/61/EU Directive, by the competent authorities of another Member State or a competent authority disagrees with the assessment made on the application of this article by the FSMA as the competent authority of the reference Member State the FSMA may bring the matter to the attention of the ESMA.
S. 154. articles 86 and 87, paragraphs 1 and 2 shall apply to the marketing of units of OPCA from third countries in Belgium by a manager of OPCA established in a third country.
FSMA also informed the ESMA the OPCA Manager can start the marketing of the units of the OPCA concerned in Belgium.
S. 155. the shares of the OPCA referred to in article 154 cannot be the subject of a public offering in Belgium than in the conditions of parts III and IV.
The King may, by order made on the advice of the FSMA, extend to the OPCA referred to in section 154, which the units are marketed to investors of detail, all or part of the obligations relating to the document information key investor which are applicable to the OPCA public.
Furthermore, the implementation of the orders and regulations made pursuant to sections 30A and 45, § 2 of the law of 2 August 2002 may be, in accordance with the conditions laid down by those provisions, extended by the FSMA or King to nonpublic OPCA which the units are marketed to retail investors.
S. 156. articles 90, § 1, § 2, paragraph 1 and 91, §§ 1 and 2, paragraph 1 shall apply to the marketing of units of OPCA of third country in another Member State that the Belgium by managers of OPCA including the Belgium is the Member State of origin.
The FSMA informed ESMA that Manager can start the marketing of the units of the OPCA concerned in the host Member States.
In the event of substantial modification of one any of the information provided under article 154, paragraph 1-156, paragraph 1, article 92, paragraphs 1 to 3 shall apply.
If changes can be admitted because they affect not the conformity of the management of the OPCA with this Act and the orders or regulations for its performance or compliance with this Act and the orders or regulations taken for execution by the Manager, the FSMA shall inform without delay the ESMA of these changes, insofar as these relate to the termination of the marketing of certain OPCA or marketing of additional OPCA and where appropriate, the competent authorities of the host Member States.
S. 157. in the case referred to in article 35, paragraph 15 of 2011/61/EU Directive the FSMA may bring the matter to the attention of the ESMA.
Section V. - Management of alternative collective investment undertakings established in other Member States by a manager established in a third country article 158. an OPCA handler which the Belgium is the reference Member State can manage the OPCA's Union established in another Member State, either directly, either by establishing a branch, provided that it is approved to handle this type of OPCA and therefore the conditions set out in section II and this section are met.
S. 159. articles 102, 103 and 104 shall apply where a handler OPCA proposes to manage for the first time of the OPCA's Union established in another Member State, either directly, or by establishing a branch.

As soon as it was transmitted to the competent authorities of the host Member State notification containing the information provided by the Manager, the informed FSMA also ESMA that the Manager can begin to manage the OPCA in the Manager home Member States.
CHAPTER II. -Managers established in a third country for which the Belgium is not the reference Member State and who manage alternative investment funds organizations under Belgian law and/or marketing of undertakings for collective investment alternative Union or third-country Belgium s.
160. a manager established in a third country for which the Belgium is not the reference Member State may sell shares of OPCA of the Union that he manages upon receipt by the FSMA documents referred to in article 39, paragraph 5 of Directive EU-61-2011 in Belgium.
S. 161. a manager established in a third country for which the Belgium is not the reference Member State may market in Belgium from third countries OPCA shares that he manages upon receipt by the FSMA documents referred to in article 40, paragraph 6 of Directive EU-61-2011.
S. 162. the shares of the OPCA referred to in this chapter cannot be the subject of a public offering in Belgium than in accordance with the provisions of parts III and IV.
The King may, by order made on the advice of the FSMA, extend to the OPCA referred to in this chapter, of which the units are marketed to investors of detail, all or part of the obligations relating to the document information key investor which are applicable to the OPCA public.
Furthermore, the implementation of the orders and regulations made pursuant to sections 30A and 45, § 2 of the law of 2 August 2002 may be, in accordance with the conditions laid down by those provisions, extended by the FSMA or King to nonpublic OPCA which the units are marketed to retail investors.
S. 163. a manager of OPCA established in a third country for which the Belgium is not the reference Member State may begin to exercise his activity in Belgium, either directly or through the establishment of a branch, as soon as the FSMA received the notification referred to in article 41, paragraph 4 of 2011/61/EU Directive.
In the event that the Manager may wish to provide the services referred to in article 6, paragraph 4, of the Directive in Belgium 61-2011-EU for which it is approved in the reference Member State, the notification referred to in paragraph 1 shall also specify the services that the Manager thus intends to provide.
The FSMA establishes the list of managers established in a third country referred to in the first paragraph and publish on its website, as well as any changes that are made.
The FSMA registered these handlers on the list referred to in paragraph (2) on receipt of the notification referred to in article 41, paragraph 4 of 2011/61/EU Directive.
S. 164. a Manager referred to in this chapter may manage public OPCA established in Belgium in accordance with the provisions of parts III and IV.
The King may, by order made on the advice of the FSMA, submit the supply to retail investors of the services referred to in article 6(4) of Directive EU-61-2011 to stricter conditions as well as provide additional requirements compared to those laid down in the present chapter.
S. 165. the provisions of book I are applicable to managers referred to in this chapter to the extent specified by this section.
Articles 37, 39, 44, 45 and 46 are applicable to managers who operate in Belgium by way of installation of branches.
CHAPTER III. -Managers of small size established in a third country and who do not have the approval referred to in article 6 of Directive EU-61-2011, who manage alternative collective investment undertakings under Belgian law s. 166. the managers established in a third country referred to in article 3, paragraph 2 of Directive EU-61-2011 and featuring not the approval referred to in article 6 of Directive EU-61-2011 cannot, the conditions laid down in this chapter, manage OPCA Belgian law directly or by way of installation of branches.
S.
167. in particular, the following conditions shall apply: 1 ° the OPCA Manager has designated a representative legal in Belgium;
(2) the legal representative is, in conjunction with the Manager, the contact person of the Manager for the participants of the OPCA concerned and for the FSMA. It has the necessary means to perform the function of verification of compliance in accordance with this Act and the orders and regulations for its implementation;
3 ° of appropriate cooperation arrangements exist between the FSMA and the supervisory authorities of the third country where the OPCA handler is established in order to ensure at least an effective information exchange, allowing the FSMA to perform missions that are entrusted to it by law;
4 ° the third country in which the OPCA handler is established does not appear on the list of countries and non-cooperative territories of the FATF;
5 ° the third country in which the Manager is established with the Belgium signed an agreement that meets the standards set out in article 26 of the model tax convention OECD on income and on capital and ensuring an effective exchange of information in tax matters, including any multilateral agreement in tax matters;
6 ° the effective exercise by the FSMA, missions that are entrusted to it by law is not hindered by the legislative, regulatory or administrative provisions of a third country which the Manager of OPCA or limitations to the powers of monitoring and investigation of the supervisory authorities of that third country.
S. 168. in case a Manager intends to manage for the first time an OPCA under Belgian law, it passes to the FSMA notification.
This notification includes: 1 ° the name of the legal representative of the Manager and the place where he is established;
2 ° a programme of activities including the services it intends to provide and identifying the OPCA it intends to manage.
3 ° demonstrating that satisfied the conditions of the preceding article.
S. 169. in case a Manager intends to carry on business in Belgium by way of installation of branch, the notification referred to in article 168 also includes: 1 ° the organizational structure of the branch;
2 ° the address of the branch;
3 ° the name and contact details of the persons responsible for the management of the branch.
S. 170. the manager shall immediately send to the FSMA information necessary for the permanent update of the registration.
S.
171. the FSMA establishes the list of managers established in a third country referred to in the previous article and publish on its website, as well as any changes that are made.
In the event that satisfied the requirements laid down in this chapter, the registered FSMA manager concerned on the list referred to in paragraph 1. It can initiate its activities from this moment.
S.
172. the shares of the OPCA referred to in this chapter may not be marketed to investors of retail in Belgium.
CHAPTER IV. -Managers of small size established in a third country, with no approval referred to in article 6 of Directive EU-61-2011, that market alternative investment funds organizations in Belgium s. 173 Manager established in a third country, referred in article 3, paragraph 2 of Directive EU-61-2011 and lacking the approval referred to in article 6 of Directive EU-61-2011 may market in Belgium of the shares of OPCA of the Union that it manages, subject to the following conditions: 1 ° the Manager respects articles 60 61, §§ 1, 3 and 4, 63, 64, 65, 66, 68, 69, 70, 71 and 72 for each OPCA that marketed under this chapter.
On the other hand, Manager conforms also to sections 76, 77, 78, 79, 80, 81, 82 and 83 when an OPCA marketed falls within the scope of these provisions.
On request, Manager provides quarterly a detailed list of all OPCA it manages the FSMA;
(2) appropriate cooperation arrangements exist between the FSMA, the competent authorities of the Member State of origin of the OPCA of the Union concerned and the supervisory authorities of the third country where the OPCA handler is established in order to ensure at least an effective information exchange, allowing the FSMA to perform missions that are entrusted to it by law;
3 ° the third country in which the Manager is established does not appear on the list of countries and non-cooperative territories of the FATF;
4 ° the third country in which the Manager is established with the Belgium signed an agreement that meets the standards set out in article 26 of the model tax convention OECD on income and on capital and ensuring an effective exchange of information in tax matters, including any multilateral agreement in tax matters.
S. 174. the manager forwards to the FSMA notification for each OPCA it intends to market in Belgium.
This notification includes 1 ° notification letter, including a programme of operations identifying the OPCA and information on the place where he is established;
2 ° the regulation or the statutes of the OPCA;
3 ° a description of the OPCA, or any information relating to it, made available participants;
4 ° demonstrating that conforms to the requirements of the preceding article.
In case it is satisfied

the requirements of the preceding article, the FSMA communicates to the manager that it can begin marketing.
S.
175. the manager shall immediately send to the FSMA information necessary for updating the folder.
S. 176. a manager established in a third country, referred to in article 3, paragraph 2 of Directive EU-61-2011 and not lacking the approval referred to in article 6 of Directive EU-61-2011, can market in Belgium of the shares of OPCA of third countries that it manages, subject to the following conditions: 1 ° the Manager respects articles 60 61, §§ 1, 3 and 4, 63, 64, 65, 66, 68, 69, 70, 71 and 72 for each OPCA that marketed under this chapter.
On the other hand, Manager conforms also to sections 76, 77, 78, 79, 80, 81, 82 and 83 when an OPCA marketed falls within the scope of these provisions.
On request, Manager provides quarterly a detailed list of all OPCA it manages the FSMA;
(2) appropriate cooperation arrangements exist between the FSMA and the supervisory authorities of the third countries where the Manager and the OPCA concerned are established, to ensure at least an effective information exchange that enables the FSMA to perform missions that are entrusted to it by law;
3 ° the third countries in which the Manager and the OPCA concerned are established are not included in the list of countries and non-cooperative territories of the FATF;
4 ° the third countries in which the Manager and the OPCA concerned are established signed with the Belgium agreement comply with the standards set out in article 26 of the OECD model convention tax on income and on capital and ensuring an effective exchange of information in tax matters, including, any multilateral agreement in tax matters.
S. 177. the manager forwards to the FSMA notification for each OPCA it intends to market in Belgium.
This notification includes 1 ° notification letter, including a programme of operations identifying the OPCA and information on the place where he is established;
2 ° the regulation or the statutes of the OPCA;
3 ° a description of the OPCA, or any information relating to it, made available participants;
4 ° demonstrating that conforms to the requirements of the preceding article.
In the event that satisfied the requirements of the preceding article, the FSMA communicates to the manager that it can begin marketing.
S. 178. the manager shall immediately send to the FSMA information necessary for updating the file.
S. 179. the shares of the OPCA referred to in this chapter may not be marketed to investors of retail in Belgium.
Part III. -PROVISIONS NON-harmonized relating to investment alternative collective book I. -Special investment funds alternative public agencies title I: implementing provisions. -Scope art.
180 § 1. Without prejudice to the application of parts II and IV of the Act and regulation 231/2013, the provisions of this part shall apply to the public OPCA of Belgian law or foreign.
§ 2. However are not subject to the provisions of this part or of the orders and regulations taken for execution 1 ° companies has) whose titles are or were the subject of a takeover in Belgium, when these titles are up to 90% of their nominal value or their par value and the price at which they are offered , or an another percentage to be determined by the King, guaranteed unconditionally and irrevocably by a European economic area Member State or by one of its regional or local;
and (b)) which are subject to specific legislation aimed at promoting investments in unlisted companies and who are required, under the law or their statutes to comply with disclosure requirements equivalent to those that are applicable in implementation of article 10, § 1, eerste lid, § 2, 1 °, 4 ° and 5 ° of the law of 2 August 2002;
2 ° the Fund referred to in article 2, 1 ° of the law of 1 June 2008 establishing a tax reduction for investments in the form of shares in funds development of microfinance in developing countries, and laying down the conditions for approval as a Development Fund.
TITLE II. -Undertakings for collective investment alternative public under Belgian law, chapter I. -Provisions general article 181 the OPCA public fall within one of two categories: 1 ° the mutual funds to variable number of shares or the investment companies with variable capital;
2 ° the mutual funds to fixed number of shares or the investment companies with fixed capital.
S.
182 all public OPCA is managed and administered according to the principle of distribution of the risks and to ensure autonomous management and in the sole interest of the participants.
S. 183 a public OPCA is required to opt for the placement of the financial resources it collects in one of the following categories of permitted investments: 1 ° financial instruments and cash;
2 ° options and futures on securities, currencies and contracts on stock market indices;
3 immovable property °;
4 capital ° at high risk;
5 ° financial instruments issued by non-listed companies;
6 ° other investments authorized by the King.
The King, by order made on the advice of the FSMA, defines the categories of authorized investments referred to in paragraph 1.
Public collective investment organisations may carry out the placement of the financial resources they collect in a category of authorized investments given that 1 ° if it has been defined by the King in accordance with the preceding subparagraph and the terms thus defined; or 2 ° in accordance with the provisions of the law of August 3, 2012.
S. 184 § 1.
The net proceeds of the common fund or of the investment company are determined and distributed or capitalized in accordance with the management regulations or statutes.
§ 2. The rights assigned to each part are equal; It cannot be created by the different categories of shares, unless: 1 ° the management regulations or statutes provide for the creation of two types of shares, the net proceeds being distributed for a type and capitalised for each other;
2 ° the articles of incorporation of a Société d'investissement à capital variable shall provide, in accordance with the criteria and conditions laid down by the King by order taken on the advice of the FSMA, the creation of classes of shares denominated in different currencies which support various or different commissions charges, or that differ on the basis of other criteria determined by the King, excluding any differentiation in terms of participation in the results of the portfolio of the investment company or the compartment;
the decision of the Board of Directors to create a new class of shares pursuant to a statutory provision, amends statutes, without having a general meeting must be convened to do this;
3 ° the management regulations of a mutual fund to variable number of shares includes, in accordance with the criteria and conditions laid down by the King by order made on the advice of the FSMA, the creation of different classes of shares denominated in different currencies which support different charges or different commissions, or that are differentiated on the basis of other criteria determined by the King excluding any differentiation in terms of participation in the results of the portfolio of the common fund or of the compartment; the decision of the management company to create a new class of shares, in accordance with a provision of the rules of management, modifies it, without having a general meeting must be convened to do this;
4 ° the articles of incorporation of a Société d'investissement à capital variable or the management regulations of a mutual fund to variable number of shares provide the ability to create categories different from shares in accordance with articles 187 and 192;
5 ° the articles of incorporation of a Société d'investissement à capital create different classes of shares;
The management regulations or the articles of association may provide for priority shares.
CHAPTER II. -Status of private law Section Ire.
-Undertakings for collective investment alternative to variable number of public shares art.
185. the undertakings for collective investment alternative to variable number of public shares have for sole object the collective investment in one of the categories of authorized investments referred to in article 183, paragraph 1, for which there is a market, in accordance with the provisions of this Act, of the orders and regulations for its execution and their management regulations or statutes.
Undertakings for collective investment alternative to variable number of public shares cannot proceed with the placement of the financial resources they collect in a category of authorized investments unless it has been defined by the King in accordance with article 183. Such placement shall be carried out with the terms thus defined.
Sub-section Ire. -Mutual funds to variable number of shares art. 186 § 1. The rights of the participants in a mutual fund are represented by (a) nominal, (b) dematerialised shares, or (c) to the extent permitted by applicable law, to the bearer.
Respect

of the provisions of this title and of orders and rules taken for its implementation, for a mutual fund is the responsibility of the OPCA management company.
§ 2. Any mutual fund to variable number of shares shall be designated by a particular designation; It must include the words 'mutual fund to variable number of shares public under Belgian law' or 'Fund open public under Belgian law', or be immediately followed by these words. If the category of investments permitted for which he has opted under article 183, paragraph 1, is not clear from the name, this category should always immediately follow its name.
§ 3. Participants of a mutual fund are liable for the debts of the Fund only to the extent of the net assets of the Fund and in proportion to their participation.
Creditors of the OPCA management company or participants have no remedy on the assets of the Fund, fulfilling that debts, commitments and obligations which, pursuant to the object described in the management regulations, will be made of the assets of funds.
The OPCA management company represents the mutual fund and its participants to the third party and may, in the cases and conditions stipulated in the management regulations, represent the participants in justice without revealing the identity of the participants.
§ 4. Any contribution is made in cash.
This provision applies not if the assets of a mutual fund alternative included in the list referred to in article 200, or if the basket of securities comprising an index, where the mutual fund rules provide that the investment of the latter policy is designed to reproduce a specific securities index.
§ 5. In case of dissolution, liquidation, merger or any other restructuring of a mutual fund investment, the provisions of book IV, title IX, or book XI of the Code of corporations, insofar as they apply to the investment companies with variable capital, are, with the exception of article 195bis of the Code of corporations, applicable by analogy.
S. 187 § 1. The management regulations of the mutual fund to variable number of parts which opted for categories of authorized investments referred to in article 183, paragraph 1, may empower the OPCA management company to create different classes of shares corresponding to a separate part, or compartment, heritage. In this case, the creation of each compartment gave rise to a public offering of the class of shares of the said part of the heritage.
The compartments should not be mentioned individually in the management regulations. In case the compartments are mentioned individually in the management regulations, the decision of the OPCA management company to create a new class of shares changes, without a general meeting must be convened to do this.
§ 2. In the respect of equality of the participants, the management regulations the mode of allocation of costs for all the mutual fund and investment by compartment, as well as the mode of exercise of the right to vote, approval of the annual accounts and granting discharge to the Board of Directors of the society of OPCA management by the General Assembly.
§
3. Dissolution, liquidation, merger or any other restructuring of compartments of a mutual fund investment, the provisions of book IV, title IX, or book XI of the Code of corporations, insofar as they apply to the investment companies with variable capital, are, with the exception of article 195bis of the companies Code, applicable by analogy.
Each compartment of a mutual fund is being wound up separately, without giving rise to the liquidation of another compartment.
Only the liquidation of the last compartment results in the liquidation of the mutual fund.

§ 4. By derogation from articles 7 and 8 of the mortgage of December 16, 1851 law, article 186, § 3, paragraphs 1 and 2, the rights of participants and creditors relating to a compartment or born on the occasion of the constitution, the operation or the liquidation of a compartment are limited to the assets of that compartment.
In the case of creation of different compartments in the heritage, any commitment or any operation is with respect to the consideration charged for unequivocally to one or more compartments. The directors of the management company are jointly and severally liable, either to the participants in the Fund, or towards third parties for all damages resulting from breaches of the provisions of this paragraph.
By derogation from articles 7 and 8 of the mortgage of December 16, 1851 law, article 186, § 3, paragraphs 1 and 2, the assets of a sub-fund are exclusively from participants relating to that compartment and rights of creditors whose debt is born on the occasion of the constitution, the operation or the liquidation of that compartment.
S. 188. the management regulations includes provisions defining the purpose of the mutual fund, the specific management or administrative rules which are applicable and rights and respective obligations of the OPCA management company, of the custodian and the participants.
The management regulations may be amended by a decision of the general meeting of participants.
The management regulations determines the cases and conditions in which the OPCA management company is empowered to exercise the voting rights attached to the financial instruments included in the mutual fund.
S.
189 § 1. It must be held, every year, at least a General Assembly of participants of a mutual fund at the place, day and time specified in the regulation of management. The General Assembly heard the report of management and the Auditors report on the annual accounts and discusses the annual accounts of the mutual fund. General Assembly to decide on the approval of the annual accounts, including the assignment of the result of the mutual fund.
§ 2. The Board of Directors of the OPCA management company and the Commissioner of the mutual fund may convene a general meeting of the participants in a mutual fund, where appropriate by compartment.
They are required to convene this General Assembly, if necessary through compartment 1 ° when participants representing one-fifth of the amount of the outstanding units of the mutual fund, which establish that they hold them for three months, requested to make a decision regarding the replacement of the OPCA management company;
2 ° for any decision to amend the regulation of management or change in the category of authorized investments, any decision of dissolution, liquidation, merger, split or operation assimilated to a merger or scission, or any decision of contribution or transfer of universality or branch of activity;
3 ° each time that regulation of the mutual fund management provides a convening of the General Assembly of participants;
4 ° in order to proceed with the appointment of an auditor for the purposes of performing the duties of Commissioner of the mutual fund in accordance with article 351.
§ 3. The management regulations determines the mode of convocation, deliberation and decision by the General Assembly of participants, in accordance with the provisions of the Code of corporations insofar as these are declared, by or under this Act, applicable by analogy to the mutual funds or their compartments, as well as the mode of provision of participants in the mutual fund's management report the report of Auditors with the annual accounts.
In the event that the management of the mutual fund regulations, pursuant to section 184, § 2, 3 ° the creation of different classes of units, article 560 of the Code of corporations is applicable.
Subsection II. -Investment companies with variable capital s. 190. a Société d'investissement à capital variable, referred to as the "Fund", is established in the form of a Société anonyme.
Its capital varies, without amendment of the articles, due to the issue of new shares or the repurchase of its shares.
A sicav may not hold other assets than those needed for the achievement of its statutory purpose.
S. 191 § 1. The sicav is subject to the Code of corporations, save as otherwise provided by or by virtue of this title or of the companies Code.

§ 2. By derogation from article 78 of the Code of corporations, the name of the sicav and all documents emanating from it, must contain the words "public variable capital investment company under Belgian law" or "public sicav under Belgian law", or be immediately followed by these words. If the category of authorized investments for which it has opted in accordance with article 183, paragraph 1 is not clear from the name, this category should always immediately follow its name.
§ 3. The capital is always equal to the value of the net assets. It may be less than 1.200.000 EUR.
§ 4. Any contribution is made in cash. This provision does not apply if the assets of a mutual fund alternative listed in article 200, or if the basket

the securities comprising an index, when the statutes of the alternative mutual fund provide that the investment of the latter policy is designed to reproduce a securities index determined.
§ 5. The shares must be fully paid up as soon as the subscription; they are without par value.
It can be created from non-representative share capital.
§ 6. Articles 78, 79, paragraph 1, 96, 4 °, 5 ° and 6 °, 141, 184, § 2, paragraphs 1, 2, 3, and paragraph 6, last sentence, and § 4, 189bis, 190, § 1, paragraphs 3 and 4, 195bis, paragraph 1, 3 ° and 4 ° bis, 196, paragraph 1, 5 °, 439-442, 445-448, 453, paragraph 1, 1 °, 458, 460, paragraph 1, 463, paragraph 4, 465 , paragraph 3, 476, 477, 479, 483, 484, 505, 506, 508, 509, 515bis, 533, § 2, 533bis, 533ter, 536, § 2, 542, 546, paragraph 2, 547bis, 557, 558, paragraphs 2 and 3, 560, 581, 582-590, 592-600, 603 to 607, 612 to 617, 618, paragraphs 6 and 7, 619-628, 633, 634, 699, § 1, 1 °, 712, § 1, 1 °, 722, § 1 , 1 °, 736, § 1, 1 °, 751, § 1, 1 ° and 781, § 1, 1 ° of the companies Code are not applicable, without prejudice to the other exceptions to the company Code provided by or under this title or the Code of corporations.
The general meeting may deliberate and take decisions on amendments to the articles of incorporation if the purpose of the proposed amendments was specially mentioned in the convening notice.
Without prejudice to article 185, paragraph 1, article 559 of the Corporations Code shall apply.
By way of derogation from paragraph 1, article 560 of the Code of corporations shall apply in the case referred to in article 184, § 2, 2 °.
S. 192 § 1. The statutes of the sicav which opted for the categories of authorized investments referred to in article 183, paragraph 1 may authorize the Board of Directors to create different classes of shares corresponding to a separate part, or compartment, heritage. In this case, the creation of each compartment gave rise to a public offering of the class of shares of the said part of the heritage.
The compartments should not be mentioned individually in the statutes. Where the compartments are mentioned individually in the statutes, the decision of the Board of Directors to create a new category of shares changes, without a general meeting must be convened to do this.
§ 2. In the respect of equality of the participants, the statutes provide the mode of allocation of costs for the company and investment by compartment, as well as the mode of exercise of the right to vote, approval of the annual accounts and granting discharge to the directors and Auditors by the General Assembly.
§ 3. In case of dissolution, liquidation, merger or any other restructuring of compartments of a sicav, the provisions of book IV, title IX, book XI of the Code of corporations or, insofar as they apply to the sicav, are, with the exception of article 195bis of the Code of corporations, applicable by analogy.
Each compartment of a sicav is separately liquidated without giving rise to the liquidation of another compartment.
Only the liquidation of the last compartment results in the liquidation of the sicav.
§
4. Rights of participants and creditors relating to a compartment or born on the occasion of the constitution, the operation or the liquidation of a compartment are limited to the assets of that compartment.
In the case of creation of different compartments in the heritage, any commitment or any operation is with respect to the consideration charged for unequivocally to one or more compartments. The directors are jointly and severally liable, either towards the investment company, or towards third parties for all damages resulting from breaches of the provisions of this paragraph.
By way of derogation from articles 7 and 8 of the mortgage law of December 16, 1851, the assets of a sub-fund are exclusively the rights of participants relating to that compartment and the rights of creditors whose debt was born on the occasion of the constitution, the operation or the liquidation of that compartment.
The rules in matter of judicial reorganisation and bankruptcy are applied per compartment without such judicial reorganization or such bankruptcy could result in full the judicial reorganization or bankruptcy of the other compartments or the investment company. Creditors may contractually limit or waive their right to seek dissolution, liquidation or bankruptcy of the sub-funds or the investment company itself.
Section II. -Undertakings for collective investment alternative to fixed number of public shares art. 193. the undertakings for collective investment alternative to fixed number of public shares are exclusive object the collective investment in one of the categories of authorized investments referred to in article 183, paragraph 1, in accordance with the provisions of this Act, of the orders and regulations for its execution and their regulation of management or their statutes.
Undertakings for collective investment alternative to fixed number of public shares cannot proceed with the placement of the financial resources they collect in a given category of authorized investments unless it has been defined by the King in accordance with article 183, paragraph 2. Such placement shall be carried out with the terms thus defined.
Sub-section Ire. -Mutual funds to number fixed of shares art. 194 § 1. Article 186, paragraphs 1 and 2 and articles 188 and 189 apply to the mutual funds to fixed number of shares.
§ 2. In the cases referred to in article 189, § 2, paragraph 2, 1 °, 2 ° and 3 °, the General Assembly of participants may validly deliberate only if participants represent at least half the number of shares outstanding.
If this condition is not met, a new convocation is necessary and the new Assembly deliberates validly regardless of the portion of the shares outstanding represented by participants.
The two preceding paragraphs shall not apply to the deliberations and decisions referred to in article 189, § 1.
§ 3. Any mutual fund with fixed number of shares is designated by a particular designation; It includes the words 'mutual fund to fixed number of shares public under Belgian law' or 'public closed Fund under Belgian law', or is followed immediately by these words. If the category of authorized investments for which he has opted under article 183, paragraph 1 is not apparent from its name, the name of this category should always immediately follow its name.
§ 4. In the event of issuance of new shares against contribution in cash, must be provided in advance to holders of previously issued shares.
§ 5. In case of dissolution, liquidation or restructuring of a mutual fund to fixed number of shares, the provisions of book IV, title IX or XI of the Code Book companies shall apply by analogy.
Subsection II. -Investment companies with fixed capital s. 195. a fixed capital investment Corporation, (referred to as "investment"), is incorporated in the form of a limited liability company or a limited partnership.
A property investment fund may not hold other assets than those needed for the achievement of its statutory purpose.
S.
196 § 1. The investment fund is subject to the Code of corporations insofar as it is not waived by this title or under it.
§ 2. By way of derogation from article 78 of the Code of corporations, the name of the investment fund and all the documents emanating in contain the words "public fixed capital investment company under Belgian law" or "public investment fund under Belgian law", or must be followed immediately by these words. If the category of investments permitted for which it has opted in accordance with article 183, paragraph 1, is not apparent from its name, this category should always immediately follow its name.

§ 3. Social capital cannot be less than 1 200 000 EUR. It must be fully paid.
For the purposes of article 634 of the Code of corporations, the minimum capital means the amount set by this paragraph.
§ 4. Sections 111, 439, 440, 448, 477 and 616 of the Code of corporations are not application.
Without prejudice to article 193 paragraph 1, article 559 of the Corporations Code shall apply.
§ 5. In the context of the establishment of an obligation to give priority to participants existing in the allocation of new titles, the King may, by order made on the advice of the FSMA, provide for derogations from the minimum duration of the subscription period laid down in article 599 of the Code of corporations.
CHAPTER III. -Status of administrative law Section Ire. -Conditions for access to the subsection Ire activity. -Provisions general article 197 all OPCA subject to this title shall, before starting its activity in Belgium, to register as a public OPCA to the FSMA. The same obligation is applicable, where appropriate, to the compartments of the OPCA.
S.
198. the registration application is accompanied by a dossier complying with conditions set by the FSMA establishes that it satisfies the conditions laid down in this title and by orders and regulations for its implementation and which includes the elements specified by the FSMA.
The FSMA may request any additional information necessary for the assessment of the registration application.
S.

199. the FSMA registered the OPCA and, where appropriate, the compartments which meet the conditions laid down by this title and the orders and regulations for its implementation and which are actually offered publicly. It decides on the registration (a) within the same period as for the request for approval as the Manager referred to in article 13, where it is introduced at the same time, or (b) within three months of the introduction of the complete dossier in other cases.
The inclusion of the OPCA in variable number of parts or compartments of such organizations is maintained notwithstanding the OPCA any decision taken in accordance with this Act and the orders and regulations for its execution, to put an end to the public offer of its shares or the shares of its compartments.
S.
200. the FSMA establishes a public list of the OPCA under Belgian law and compartments, enrolled under this title. This list and any changes that are made are published on its website.
The list may include topics and subtopics.
Subsection II. -Conditions of registration art. 201. a collective investment undertaking and, where appropriate, its compartments are registered on the list of agencies of public investment funds under Belgian law and cannot start their activities if the following conditions are met: 1 ° the concerned OPCA has the approval referred to in article 11 or is managed by a management company which has the authorisation provided for in article 11 or article 334;
2 ° as the case may be, (a) the FSMA received the notification referred to in article 31, paragraph 2 or article 32, paragraph 2 of 2011/61/EU Directive, or (b) the FSMA received the notification referred to in article 39, paragraph 4 of Directive 2011/61 / EU; or in the case referred to in article 3, paragraph 3 of Directive EU-61-2011, the management of the concerned OPCA company is subject in his home Member State a plan that at least meets the requirements of article 110, and the FSMA received the notification referred to in article 128;
3 ° the FSMA has accepted the choice of the management of the mutual fund company or approved the Société d'Investissement under this section;
4 ° the FSMA has approved the financial rules or the statutes of the OPCA;
5 ° the FSMA accepted the choice of the depositary of the OPCA.
A. acceptance of the choice of the s. mutual fund management company 202 § 1. The OPCA management company must 1st be approved, in accordance with part IV of this Act, to exercise all the functions of management referred to in article 3, 41 ° with respect to a public OPCA; and 2 ° a) in the case of a corporation under Belgian law, having its headquarters in Belgium, or b) in the case of a foreign management company, have a branch in Belgium.
§ 2. The management company must establish that its management structure, organization, accounting, financial and technical as well as internal control are appropriate for the category of authorized investments for which the mutual fund has opted.
S. 203. the replacement of the management of the mutual fund company is subject to the prior acceptance of the FSMA.
The FSMA statue within two months of the introduction of a complete dossier.
S. 204 the King can complete the conditions for acceptance of the choice of the mutual fund management company according to the categories of permitted investments open to the mutual funds.
B. approval of the Société d'Investissement s. 205. the investment company must demonstrate that it is meets the provisions of this title.
Without prejudice to sections 29 to 32 and 209, its registered office and its central administration must be located in Belgium.
S. 206 § 1. Members of the legal Board of Directors of investment companies, the persons responsible for the effective management and officials of the independent control functions, are exclusively of natural persons.
The persons referred to in paragraph 1 must have permanently the professional repute and expertise appropriate to the exercise of their functions in accordance with article 182 and in the matter of the category of authorized investments for which the investment company has opted.

§ 2. Effective management of investment companies must be entrusted to two persons at least.
§ 3. Investment companies previously inform the FSMA of the proposal for the appointment of members of the legal governing body, persons responsible for the effective management and heads of independent control functions.
In the context of the information required under paragraph 1, investment firms shall communicate to the FSMA all documents and information to assess if the persons whose appointment is proposed have the required professional repute and expertise appropriate to the exercise of their function in accordance with the § 1, paragraph 2.
Paragraph 1 is also applicable to the proposal for renewal of the appointment of persons who are covered as well as the non-renewal of appointment, dismissal or resignation.
The appointment of persons to the § 1 is subject to the prior approval of the FSMA.
When it comes to the appointment of a person who is proposed for the first time to a target function in the § 1 in a financial company controlled by the FSMA in accordance with article 45, § 1, 2 °, of the law of 2 August 2002, the FSMA previously consulted the Bank.
The Bank shall communicate its opinion to the FSMA within a period of one week from the receipt of the request for an opinion.
Investment firms shall inform the FSMA for the possible distribution of tasks between members of the legal body of Directors and persons responsible for the effective management, as well as of significant changes in the distribution of tasks.
Significant changes in the distribution of the tasks referred to in the preceding paragraph give rise to the application of paragraphs 1 to 4.
S. 207. the members of the legal governing body of investment firms, persons responsible for the effective management, as well as officials of the independent control functions, can be found in one of the cases referred to in article 20 of the Act of April 25, 2014.
S.
208 § 1. This section enumerates the requirements in terms of monitoring internal, service and integrity policy and risk management policy that apply to the public OPCA in addition to the provisions of part II and regulation 231/2013.
§ 2. In addition to the tasks mentioned in article 39 of regulation 231/2013, the permanent function of risk management is responsible for: 1 ° ensure respect for legal limits on the overall risk and counterparty risk, as laid down by the King as appropriate;
2 ° review and strengthen, as appropriate, assessment procedures and devices negotiated OTC derivatives, as defined by the King if necessary.
§ 3. As part of its risk management function, the investment company must employ a method for accurate and independent evaluation of the value of derivatives OTC contained in its portfolio or, where appropriate, in the various compartments.
The King said, by order made on the advice of the FSMA, the procedures for the assessment of OTC derivatives.
The investment company must communicate to the FSMA, once a year and whenever it so requests, a report giving a true picture of the types of derivative instruments used, the underlying risks, the quantitative limits and the methods chosen to assess the risks associated with transactions in derivative instruments. The FSMA may, by means of regulations in accordance with article 64 of the law of 2 August 2002, clarify the rules in this regard.
§ 4. The King, by royal decree taken on advice of the FSMA, may specify additional elements which must bear management policy risks.
The organisation of the investment company must provide, at the request of any participant of those made public additional information in the prospectus and the annual and semi-annual reports, focusing on the quantitative limits that apply to the management of risk of the investment company on the methods used to achieve these limits and recent developments in risks and yields of the assets that the category of authorized investments for which it has opted.
§ 5. The investment company is developing a policy of adequate integrity, which is regularly updated.
The King said, by order made on the advice of the FSMA, what there is to be understood by adequate integrity policy.

§ 6. Authorized Commissioner address in a timely manner to the Governing Council a report on the important issues emerged in the exercise of its statutory control mission, and in particular the serious shortcomings in the financial reporting process.
§ 7. The King may, by royal decree taken on advice of the FSMA, supplement the requirements laid down by the provisions of this article, so that the OPCA requirements similar to those applicable to undertakings for collective investment that meet the conditions of Directive 2009/65/EC.
S.
209 § 1. Without prejudice to the application of articles 29 to 32, when the

investment company entrusts to a third party, by contract of mandate or contract of business, fiscal, for its own account, of one or several functions of management referred to in article 3, 41 °, the following provisions shall apply.
1 ° may not be prejudiced to the obligation of the investment company to carry on business in accordance with article 182.
2 ° in regards to investment companies that have opted for the category of authorized investments referred to in article 183, paragraph 1, 1 °, a) the exercise of the functions of management referred to in article 3, 41 ° a) and b) cannot be entrusted to an undertaking authorized to provide investment services referred to in article 46, 1 °, of the law of 6 April 1995 4 a corporation of OPCA, or a collective investment management company which meets the conditions of Directive 2009/65/EC;
(b) the criteria for distribution of investments, fixed periodically by the investment company must be respected;
c) the exercise of management functions referred to in article 3, 41 ° a) and b) does may not be entrusted or provided by the custodian or any other undertaking whose interests may conflict with those of the investment company or with those of the participants.
The King may, by order made on the advice of the FSMA, the conditions under which investment companies that have opted for a category of investments permitted other than that referred to in article 183, paragraph 1, 1 ° may entrust to a third party the exercise of the functions of management referred to in article 3, 41 ° a) and b). To this end, it can complement or clarify the requirements of sections 29 to 32.
3 ° the exercise of the function of management referred to in article 3, 41 ° c) cannot be entrusted to a third party only with, inter alia, compliance with the conditions set out below.
(a) the exercise of that function can be awarded only to a company subject to a regime of prudential supervision. It must have an administrative, accounting, financial and technical organization appropriate to the nature of the management functions which the exercise is entrusted to him and to the category of investments permitted for which the investment company has opted. Administrators and people who actually provide the effective management must possess the required professional repute and appropriate expertise to perform these functions.
(b) the exercise of that function can be awarded only to a company that has at least a branch in Belgium.
c) by derogation from point a) above and without prejudice to the application of point b) above, the investment companies with fixed capital may entrust the exercise of the function of accounting management referred to in article 3, 41 °, c), i) to an auditor approved, a chartered accountant or an accountant. It shall carry out its activity in society and have an administrative, accounting, financial and technical organization appropriate to the nature of the functions the exercise of which is entrusted to him and to the category of authorized investments for which the investment company has opted. Administrators and people who actually provide the effective management must possess the required professional repute and appropriate expertise to perform these functions.
The third party to whom the function of accounting management referred to in article 3, 41 °, c), i) is entrusted must submit sufficient independence of the Commissioner. The provisions of articles 183bis to 183sexies of the royal decree of 30 January 2001 implementing the companies Code it shall apply mutatis mutandis.
(d) the exercise of the functions of management referred to in article 3, 41 °, c i), iii), iv) and ix) cannot be given or provided by the depositary of an investment company, nor by any other undertaking whose interests may conflict with those of the investment company or with those of the participants.
4 ° where the exercise of the functions of management is entrusted to a company governed by the law of a non-Member State of the European economic area, this company must be submitted in its original state to supervision equivalent to that referred to the item 2 °, has) and is carried out in a way permanent by a public authority. Cooperation between the supervisory authorities concerned must be ensured through collaborations.
5 ° the prospectus referred to in article 222, paragraph 1, of the investment company must indicate the management functions which the investment company has entrusted to a third party.
§
2. When a third person who was entrusted with the exercise of certain management functions according to the § 1 itself uses a third party to ensure the exercise of management functions that it has been given, the provisions of § 1 are applicable.
For investment companies that have opted for the category of authorized investments referred to in article 183, paragraph 1, 3 °, the King shall determine, by order made on the advice of the FSMA, the conditions under which the delegation by the third party referred to in paragraph 1 of hardware-related tasks management functions referred to in article 3, 41 ° c), may derogate from paragraph 1.
S.
210 § 1 can manage an investment company as management companies of OPCA 1 ° that are approved in accordance with part IV of this Act, to exercise all the functions of management referred to in article 3, 41 ° with respect to a public OPCA; and 2 ° a) in the case of management companies under Belgian law, whose headquarters is located in Belgium, or, b) in the case of management of foreign companies, which have a branch in Belgium.
The management company must establish that its management structure, organization, accounting, financial and technical as well as internal control are appropriate for the category of authorized investments for which the investment company has opted.
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2. The King may supplement the terms of acceptance for the choice of the OPCA management company according to the categories of permitted investments open to investment companies.
S. 211. the choice of the OPCA management company must be accepted by the FSMA and the replacement of the designated management company is subject to the prior acceptance of the FSMA.
The FSMA statue within two months of the introduction of a complete dossier.
C. approval of the rules of management and the statutes art. 212. the King, by order made on the advice of the FSMA, determines the minimum content of the rules of management and the statutes.
S. 213. the FSMA verifies the conformity of the management regulations or statutes of the OPCA with the provisions of this title and regulations and orders taken for execution.
Any amendment of the regulations to management or the statutes is subject to the prior approval of the FSMA.
The FSMA statue within two months of the introduction of a complete dossier.
S. 214. the management of a mutual fund regulations shall be deposited with the FSMA, and in case of modification, in a coordinated version.
Any person may inspect the regulations deposited in the FSMA.
S. 215. the management regulations or statutes are annexed to the prospectus and form an integral part.
The OPCA ensures that the management regulations or the articles annexed to the prospectus either at any time to update and comply with the text filed at the registry of the commercial court or the FSMA as appropriate.
The prospectus and the annual and semi-annual reports are marked that the official text of the regulation to management or the statutes is filed at the registry of the commercial court or the FSMA as appropriate. In case of dispute, only the text filed at the registry of the commercial court, as the case may be, or the FSMA is authentic.
D. acceptance of the choice of the depositary s. 216. the choice of the depositary must be accepted by the FSMA and may revoke its acceptance.
It can be put an end to the mission of the depositary if the FSMA has approved the replacement of the latter or if the activities of the OPCA, in accordance with the provisions of this Act and the orders and regulations for its execution is terminated.
The FSMA notifies its approval or refusal of replacement within fifteen days of receipt of a complete dossier.
S. 217. the Roi, by order made on the advice of the FSMA, means, in accordance with the provisions of article 21, paragraph 3, last paragraph of 2011/61/EU Directive, the categories of investments allowed for which article 51, § 3, paragraph 1, 3 ° is applicable.
The King may, by royal decree taken on advice of the FSMA, impose additional requirements to those laid down by or pursuant to article 51, § 3, paragraph 1, 3 °.
S. 218. the depositary may not exercise functions of effective management within the investment company of which he is the depositary nor within the management designated by the OPCA company of which he is the depositary.
The appointees, the Board of Directors of the company investment or the designated management company, on presentation of the company that assumes the functions of depositary of this company of investment or the OPCA nominates this management company, cannot exercise functions of effective management within the said investment company or the management company.
S. 219. by royal decree taken on advice of the FSMA, the King may assign additional missions to the depositary with regard to the category of authorized investments for which the concerned OPCA has opted.
S. 220 § 1. If a feeder does not have the same custodian as its master, the two depositaries enter into an agreement for exchanging information in order to ensure

the completion of their respective obligations.
The King, by order made on the advice of the FSMA, determines the content and the terms of the agreement referred to in paragraph 1.
§
2. When they conform to the requirements set out in this section and in the provisions taken for execution, or the depositary of the master or one of the feeder are regarded as infringing a any rule restricting the disclosure of information, or in connection with the protection of data, such as article 458 of the penal Code or the law of 8 December 1992 relative to the protection of privacy with regard to the processing of personal data , or any contractual provision restricting the disclosure of information or in connection with the protection of data.
The fact comply with those requirements does, for the custodian or any person acting on behalf, no liability of any kind.
Sub-section III. -Prospectus and information key investor concerning the public offer of units of collective investment alternative to variable number of shares, other documents related to the public offer of units of collective investment alternative to variable number of shares and intermediation in public offerings of securities of investment funds alternative A. Prospectus and information key investor concerning the public offer of units of collective investment alternative to variable number of units and other documents relating to the offer public shares of undertakings for collective investment alternative to variable number of shares art. 221. this point rule: 1 ° the prospectus and the key information for the investor on the public offer of shares of OPCA to variable number of shares;
2 ° notices, advertisements and other documents that relate to a public offer of units of an OPCA to variable number of shares, which announced such an offer or recommend it.
S.
222. a public offer of units of an OPCA to variable number of shares cannot be performed unless a prospectus and a key investor information document have been made public.
In the case of public offer of securities of OPCA, other than that referred to in paragraph 1, a prospectus is made public in the cases and in the manner prescribed by the law of 16 June 2006.
S.
223 § 1. The prospectus contains information that is necessary to allow the public full informed judgment on placement is proposed and, inter alia, on the risks inherent in this placement and rights attached to the shares.
It has a clear and easy to understand description of the risk profile of the OPCA, independently of the instruments in which it invests.
The prospectus explains to what extent are taken into account the social, ethical and environmental aspects in the implementation of the investment policy.

§ 2. The information contained in the prospectus must be kept up to date, inter alia, by any new fact that might influence the judgment of the public.
S. 224 § 1.
Key investor information includes the appropriate information on the essential characteristics of the OPCA concerned, to be provided to investors so that they can reasonably understand the nature and risks of the product investment offered to them and, consequently, take investment decisions in full knowledge of the facts.

§ 2. The key investor information are written concisely and in a non-technical language. They are established in a common format, allowing comparisons, and are presented in such a way that they can be understood by retail investors.
The key investor information are correct, clear, non-misleading, consistent with the relevant parts of the prospectus.
§ 3. The essential elements of the key investor information are kept up-to-date.
S. 225 § 1. The prospectus, key information for the investor and their updates can be made public after having been approved by the FSMA.
By way of derogation from paragraph 1, the King indicates, according to their object, the information contained in the prospectus and the key investor information which, when they are the subject of an update in accordance with article 223, § 2 and article 224 § 3, can be made public without prior approval of the FSMA.
Notwithstanding this paragraph, any update must be communicated to the FSMA prior to its publication, in the form of a version of the prospectus incorporating the relevant update.
§ 2. Notices, advertisements and other documents pertaining to an offer, that announce it or recommend it cannot be made public, regardless of their mode of publication, after having been approved by the FSMA.
However, notices and other documents relating to the social life of the OPCA are communicated prior to their release to the FSMA but are not subject to the paragraph 1.
The FSMA can determine the modalities and procedures under which approval of the documents referred to in paragraph 1 may be carried out. The FSMA takes into account for this purpose of the nature and content of these documents, adopting as criteria the character standardized and recurring documents, the media used and the investment policy of the OPCA.
S. 226 is forbidden any communication carried out on Belgian territory, attention over 150 natural or legal persons other than professional investors, to provide information or advice or to generate requests for information or advice on shares of OPCA to variable number of created or not yet created shares which are or will be the object of an offer for sale or subscription as this communication comes from an OPCA, a person who is able to transfer the securities concerned or is done on their behalf, except if: 1 ° the offer falls into one of the categories referred to in article 5, § 1, paragraph 1, 2 °, 4 °, or 6 °, a public-offer prospectus and the key investor information have been duly approved by the FSMA.
Is presumed to act on behalf of the OPCA or the person who is able to assign titles, any person who receives directly or indirectly, remuneration or benefit of the OPCA or the person who is able to sell the securities.
S. 227. the prospectus and its updates contain the indication that they are published after having been approved by the FSMA in accordance with article 225, § 1, and that this approval has no appreciation of the desirability and quality offer, nor the situation of one who realizes the.
Unless referred to in paragraph 1 and the particulars provided for by regulation 583/2010, no mention of the intervention of the FSMA may only be made in the prospectus, the key information for the investor or their updates, or notices, advertisements or other documents that relate to the offer or announce it or recommend it.
S. 228 § 1. Key investor information shall pre-contractual information.
Notwithstanding the first paragraph, no person will not incur liability solely on the basis of key information for the investor, including the translations thereof, unless such information is misleading, inaccurate or inconsistent with the relevant parts of the prospectus. Key investor information shall contain a clear warning in this regard.
§ 2. Notwithstanding any contrary provision unfavorable to investors and without prejudice to the application of § 1, the persons designated in accordance with § 3, paragraph 1, are held jointly and severally liable towards stakeholders of the repair of the damage caused by the absence or the character misleading or inaccurate information contained in the prospectus, key information for the investor or their updates.
The injury suffered by the investor is presumed to result, unless proved otherwise, the absence or the character misleading or inaccurate information in the prospectus, the key information for the investor or their updates, when this lack or misleading or incorrect character was likely to create a positive feeling in the market or to positively impact the price of subscription or acquisition of the shares.
§ 3. Without prejudice to the provisions of § 1, the prospectus shows clearly who is responsible for the entirety of the prospectus and the key investor information and their updates. The people responsible are identified by their name and function, or, in the case of legal persons, by their name and registered office.
Only the offeror, the OPCA and the designated management company, or their bodies can take responsibility for the completeness of the prospectus and its updates.
The prospectus includes a declaration by the persons responsible for certifying that, to their knowledge, the prospectus and the key investor information data conform to the reality and contains no omission likely to affect its import.
Without prejudice to paragraphs 1 and 2, the prospectus may indicate the persons responsible for a part of the prospectus and its updates.
§ 4.
Notwithstanding any otherwise unfavorable to investors, the offeror, the OPCAS, the designated management company or intermediaries designated by them are required to repair the harm that is

caused by any document referred to in article 225, § 2, and is published at their initiative, which is misleading, inaccurate or contradictory to the prospectus, the key information for the investor or their updates and add-ins, as well as damage caused by non-compliance of these documents with the provisions prescribed by or pursuant to article 229.
The injury suffered by the investor is presumed to result, unless proved otherwise, misleading, inaccurate or inconsistent over the prospectus character, to key information for the investor or their updates and supplements, of information contained in a document referred to in article 225, § 2, or non-compliance of such a document with the provisions prescribed by or pursuant to article 229 When this character misleading, inaccurate or inconsistent or non-compliance was likely to create a positive feeling in the market or to positively influence the price of subscription or acquisition of the securities.
S. 229 § 1. Without prejudice to paragraph 2, the King may, by order made on the advice of the FSMA, having regard to the mode of publication of the following documents: 1 ° determine, according to the type of offer and the object thereof, the minimum content and format of the prospectus and its updates, as well as the minimum content and format , notices, advertisements and other documents pertaining to an offer or announce it or recommend it;
2 ° determine, according to the type of offer and the object thereof, the minimum content and the mode of presentation of the key investor information;
3 ° determine, depending on the type of offer and the object thereof, delays and modes of publication of the prospectus, key information for the investor and their updates day, as well as delays and modes of publication of notices, advertisements and other documents pertaining to an offer or announce it or recommend it;
4 ° to determine under what conditions it can be answered with a public offering of shares of OPCA to variable number of shares based on the prospectus and the key investor information;
5 ° determining under what conditions the prospectus, the key information for the investor and their updates day and notices, advertisements and other documents pertaining to an offer or announce it or recommend it can be made public by posting on the web site of the OPCA, of the management company, of the establishment referred to in article 248 (, § 2 or the third party referred to in article 29 § 1, who have been entrusted with the exercise of the function of management referred to in article 3, 41 °, d).
§ 2. Notices, advertisements and other documents pertaining to an offer, that announce it or recommend it must fulfil the following conditions: 1 ° they indicate that a prospectus and a key investor information document were, are or will be published and indicate where investors can get them;
2 ° the information they contain can be misleading or inaccurate;
3 ° the information they contain are consistent with the information contained in the prospectus and the key investor and their updates and supplements information if these documents have already been published or to be included if they are subsequently published.
Communications advertisements must be clearly recognizable as such.
S. 230 § 1. Anyone who proposes to publicly offer shares in an OPCA to variable number of shares shall notify in advance the FSMA.
§ 2. The opinion referred to the § 1, joined a record established in accordance with the requirements of the FSMA and which will include: 1 ° the draft prospectus and draft key investor information document prepared pursuant to articles 223, 224 and 227 to 229, and taken orders for their execution;
2 ° draft notices, advertisements and other documents that relate to the offer, which announce it or recommend it, established at the initiative of the offering of the OPCA, of the management company designated or intermediaries designated by them;
3 ° any special reports prescribed under the law of corporations that are related to the transaction;
4 ° any reports of experts to which the prospectus relates;
5 ° any other relevant document for the review of the prospectus and the key investor information.
S. 231. the FSMA may require persons who have given notice under article 230, to supplement the folder with all the information necessary for assessing the character full and adequate recovery information, as appropriate, in the prospectus, the key investor information in or their updates, as well as to enjoy the full and proper character information in notices , advertisements and other documents pertaining to an offer, that announce it or recommend it.
S. 232. without prejudice to article 199, paragraph 1, last sentence, the FSMA decides, within fifteen working days following receipt of the complete dossier, or approve, as appropriate, the prospectus, the key information for the investor, their updates, or notices, advertisements and other documents pertaining to an offer, which announce it or recommend it, or to refuse to approve as appropriate, prospectus, information key investor, their updates day or notices, advertisements and other documents pertaining to an offer, that announce it or recommend it.
S. 233. when the FSMA has taken none of the decisions referred to in article 232, who gave notice under section 230, § 1st, may, by registered mail, set the FSMA notice to do so. This House can take place at the earliest on the expiry of a period of 15 working days from the date of the last application by the FSMA, for additional information within the meaning of section 231, or, in the absence of such a request at the earliest on expiry of a period of 15 working days from the date of the notice referred to in article 230, § 1.
If, on the expiry of a period of 15 days from the date of the formal notice referred to in paragraph 1, the FSMA remains in default, either take the decision, citing the missing elements, the folder can still be considered to be complete, or take one of the decisions referred to in section 232, the request for approval, as the case the prospectus, key information for the investor, their updates or notices, advertisements and other documents pertaining to an offer, which announce it or recommend it is deemed to be rejected.
S. 234. the decisions referred to in section 232 are brought to the attention of persons who have given notice under article 230, § 1.
If there is an offer referred to in article 3, 27 °, b), these decisions are also brought to the attention of the market undertakings.
Only persons who have given notice under section 230, § 1 may, in accordance with article 121, § 1, paragraph 1, 5 °, of the law of 2 August 2002, appeal against the refusal of the FSMA referred to in section 232 to approve, according to the case, the prospectus, the key information for the investor, their updates or notices, advertisements and other documents pertaining to an offer which announce it or recommend it, or against the implied decision of refusal referred to in article 233, paragraph 2.
The decisions for approval by the FSMA as appropriate, prospectus, key information for the investor, their updates or notices, advertisements and other documents pertaining to an offer, which announce it or recommend it, are not subject to appeal.
B. Intermediation s.
235. only persons or establishments referred to in article 71, paragraph 1 of the law of August 3, 2012 may practice the intermediation in public offerings of securities of OPCA, referred to in article 3, 27 °,), carried out in Belgium.
Paragraph 1 does not prejudice the possibility for the offeror or the OPCA collect himself acceptances of its offer of securities.
Section II. -Special conditions for the exercise of the subsection Ire activity. -Investment arts policy 236. the undertakings for collective investment that have opted for one of the categories of authorized investments referred to in article 183, paragraph 1, 2 ° to 6 °, may still hold short-term and incidental or temporary cash investments.
S. 237. without prejudice to article 183, paragraph 2, the King, by order made on the advice of the FSMA, determines the obligations and prohibitions which the OPCA are submitted with regard to the category of authorized investments for which they have opted and, in particular: 1 ° distribution of risk factors;
2 ° the conditions under which the OPCA who opted for one of the categories of authorized investments referred to in article 183, paragraph 1, 2 ° to 6 °, may hold financial instruments and cash;
3 ° If the undertakings for collective investment are allowed to perform the operations listed below, as well as, if applicable, the limits and the conditions for this authorisation: has) the loan;
(b)) the sale based on a position not covered;
c) underwriting and the performance guarantee of emissions as well as subscription to financial commitments whatsoever in favour of third parties;
d) lend securities, the granting of credits or the granting of security interests to secure the obligations of third parties;
e) the conventions of surrender-surrender (repurchase agreements).
Subsection II. -S. master-feeder structures

238. for the purposes of this subsection, there is to be understood by master, the masters referred to in article 3, 46 ° has), and by feeder feeders referred to in article 3, 45 °).
S. 239. If two at least of the participants of a master are the feeders, this master is, for the purposes of article 185, deemed to collect its financial resources through a public offering of shares.
S. 240. the investment of a feeder in a given master, which exceeds the limit set by the King under section 237, is subject to the prior approval of the FSMA. For this purpose, the feeder must transmit to the FSMA documents as determined by the King, established in one of the national languages or in a language accepted by the FSMA.
The King sets the terms of the approval procedure.
Feeder invests in the shares of the master that agreements or rules of conduct internal respectively referred to in articles 220, 241 and 356 have entered into force.
The feeder effectively controls the activity of the master.
S. 241. the master provides feeder all documents and all necessary information to ensure that it meets the requirements of the legislation. For this purpose, the feeder enters into an agreement with the master.
When the master and the feeder are managed by the same company of management of OPCA, the agreement may be replaced by internal conduct rules ensuring that the requirements set out in this article.
The King, by order made on the advice of the FSMA, determines the content and the terms of the agreement and rules of internal conduct described in the present article.
S. 242 § 1. If a master is liquidated, the feeder is also liquidated, unless the FSMA approves: 1 ° the investment of at least 85% of the assets of the feeder in the units of another master, or 2 ° the modification of the management regulations or statutes of the feeder to allow to convert into mutual fund did not quality of feeder.
§ 2. If a master merges with another OPCA or if it is split into two OPCA or more, the feeder is liquidated, unless the FSMA agrees that the feeder: 1 ° continues to be a feeder of the master or of another organization for collective investment which is the result of the merger or Division of the master, 2 ° to invest at least 85% of its assets in the units of another master which is not the result of the merger the split, or 3 ° changes its management regulations or statutes to convert into non-feeder.
§ 3. The King, by order made on the advice of the FSMA, determines the procedure to be followed by the feeder in a liquidation, merger or demerger of the master.
S. 243. the King establishes, by order made on notice of the FSMA, the provisions and procedures to be followed by the feeders and the masters in order to ensure the protection of the interests of the participants, at least as regards the determination of the net asset value, information specific to the participants and the FSMA and the costs and commissions.
Sub-section III. -Obligations and prohibitions s. 244 § 1. It is forbidden for an OPCA to acquire an amount of securities of a same company, such that, given the structure and dispersal of shareholding thereof, these titles would enable it to exercise an influence on the management of the company or on the designation of its leaders.
The King, by order made on the advice of the FSMA, sets limits to the ownership by an OPCA, of securities of the same class of a single issuer.
§ 2. It is forbidden to an OPCA commit to vote in a manner determined with the titles that it manages or vote according to instructions persons other than general meeting participants. An OPCA commit to not sell securities, to grant a right of pre-emption, or conclude any other agreement which would interfere with its autonomy of management is prohibited.
Any agreement to the contrary is void.
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3. The King may, by order made on the advice of the FSMA, provide for exceptions to paragraphs 1 and 2 for the OPCA who opted for the categories of authorized investments referred to in article 183, paragraph 1, 3 °, 4 °, 5 ° and 6 °, in order to take account of the characteristics of the assets that the above-mentioned categories of authorized investments.
§ 4. Paragraphs 1 and 2 shall not apply in cases where an investment firm has established subsidiaries which are themselves of the undertakings for collective investment.
§ 5. The OPCA reported in its annual report on its policy exercise of the voting rights attached to the securities it manages.
In particular, he mentioned and justified the manner in which the voting rights have been exercised or the reasons for which the voting rights have not been exercised.
S. 245. by order made on the advice of the FSMA, the King may further clarify and complete the requirements relating to the rules of conduct and conflicts of interest, established by articles 37, 39, 44, 45 and 46 and regulation 231/2013, that the OPCA is required to follow in the exercise of its functions of management referred to in article 3, 41 °, taking into account where appropriate the nature of the function of relevant management and the category of
investments allowed, so that the OPCA requirements similar to those applicable to undertakings for collective investment that meet the conditions of Directive 2009/65/EC.
S.
246 the OPCA establish procedures to deal with complaints by investors.
The King said, by order made on the advice of the FSMA, the obligations of the OPCA in this regard.
S.
247. in the case of dissolution, liquidation, merger or any other of OPCA or restructuring of their compartments, the OPCA, their management companies, their custodians, their Commissioners or other auditors independent auditors or custodians identified in this framework comply with the provisions laid down by the King on the advice of the FSMA, aiming in particular to ensure the protection of the interests of participants in matters of assessment costs related to such operations, information and conditions under which and appropriate cost to which participants may, on the occasion of such operations, obtain the redemption, repayment or conversion of their shares. On the advice of the FSMA, the King determines also the conditions which the statutes or the management regulations and the prospectus must satisfy in such transactions, the conditions in which such an operation is authorized or not, as well as the rules governing the control exercised by the FSMA and defining the powers and obligations of the latter in the context of these operations.
The King may, in this context, taking into account other obligations determined by his care or the specificity of the OPCA, derogations in articles 444, 533 and 602, and the provisions of book XI of the Code of corporations. Moreover, the King may lay down the conditions under which, in case of merger by the formation of a new compartment, it can be carried out, by way of derogation in article 672 of the companies Code, to the transfer of the assets of a single compartment or mutual fund to a new compartment which must not be made by the latter. Without prejudice to article 72 of the law of August 3, 2012, the King may also lay down the conditions to which an OPCA or any of its compartments may merge with a collective investment undertaking which meets the conditions of Directive 2009/65/EC or one of its compartments.
Sub-section IV. -Issuance and public offer of units of a collective investment alternative art. 248 § 1. The shares of the OPCA to variable number of shares are issued and redeemed by the OPCA inventory value, applicable increased or reduced fees and commissions provided for in the management regulations or statutes. The inventory value is calculated every day where the issue and the redemption of shares are permitted by the management regulations or statutes.
§ 2. For sure the distributions to the participants and issue and redeem the shares, the OPCA to variable shares number must appoint a credit institution on the list referred to in article 14 of the Act of April 25, 2014, a branch of a credit institution governed by the law of another Member State of the European economic area registered in accordance with article 312 of the Act of April 25, 2014 or a firm of Belgian law listed on list referred to in article 53 of the law of 6 April 1995, or a branch of a management company of undertakings for collective investment that meet the conditions of Directive 2009/65/EC is governed by the law of another Member State of the European economic area registered in accordance with article 258 of the law of August 3, 2012 for as much as this activity it is authorized under the law which is applicable the King , by order made on the advice of the FSMA, determines the obligations and prohibitions are subjected to the undertakings referred to in paragraph 1 of this subsection in the exercise of activities described therein.
§ 3. Shares of an OPCA to variable number of shares may be admitted to the negotiations on an MTF or a regulated market provided that the OPCA has implemented a device to ensure that the price of the units does not significantly the value of inventory of these deviate.
The King, by order made on the advice of the FSMA, fixed the maximum amount of this difference.
Without prejudice to paragraph 2, the FSMA appreciates the acceptability of the maximum difference between the course and the asset value with regard to the investment policy of the Organization,

the characteristics of the category of authorized investments for which he has opted with the characteristics of the market on which the shares are traded.
S. 249. the King, by order made on the advice of the FSMA, determines the obligations and prohibitions to which are subject the OPCA and the third party referred to in article 29, which were entrusted with the exercise of the function of management referred to in article 3, 41 °, d), emission and bid shares of OPCA and, at least: 1 ° the mode of calculation of the asset value of the shares of the OPCA;
2 ° the cases in which the right of free entry and free output may be suspended;
3 ° the nature of costs as well as the mode of allocation of costs and commissions.
S. 250. the shares of the OPCA to fixed number of shares are listed on a regulated market.
The King may, by royal decree taken on advice of the FSMA, provide for exceptions to the obligation laid down in paragraph 1.
These exceptions are defined taking duly into account the interests of the participants.
Section V. - Periodic information and accounting rules art. 251. this subsection applies to the OPCA extra articles 60 and 61.
S. 252 § 1. Any OPCA publishes the annual report referred to in article 60 and a half-yearly report covering the first six months of the fiscal year.
The reports referred to in paragraph 1 (a) must be complete and all data contained in the accounts and inventories on the basis of which the periodic reports are established, and (b) must be correct and consistent exactly with accounts and inventories on the basis of which the reports are established.
The annual report contains the elements referred to in article 61.
These reports also contain information on the manner in which were taken into consideration social, environmental and ethical criteria in managing financial resources as well as in the exercise of the rights related to the securities in the portfolio. This obligation shall apply, where appropriate, per compartment.
§ 2. Annual and semi-annual reports are communicated to the FSMA.
The persons responsible for the effective management of the OPCA declare to the FSMA that periodic reports are consistent with accounting and inventories.
The persons responsible for the effective management confirm have made arrangements for the above-mentioned reports are based on the instructions in force of the FSMA, as well as by application of the rules of accounting and evaluation leading to the establishment of the annual accounts, in relation to periodic reports year-end, or by applying the rules of accounting and assessment that led to the establishment of the annual accounts relating to the last year , with regard to the other reports.
§ 3. The latest annual or semi-annual report must always be attached to the prospectus referred to in article 222, paragraph 1.
They must be kept at the disposal of the public in the places indicated in the prospectus and in the document of information key investor referred to in article 222, paragraph 1.
The King, by order made on the advice of the FSMA, determines the content, the form, the mode and the delay of publication of the annual and semi-annual reports as well as the conditions under which the annual and semi-annual reports can be made public by posting on the web site of the OPCA, the designated management company, of the establishment referred to in article 248 (, § 2 or third parties referred to in article 29, which were entrusted with the exercise of the function of management referred to in article 3, 41 °, d).
S.
253. the King, by order made on the advice of the FSMA, fixed the rules according to which the OPCA take their accounting, where appropriate, per compartment, carry out assessments of inventory and establish and publish their annual accounts. With regard to investment companies, it may derogate from article 105 of the Code of corporations, adapt, modify and supplement the rules made in pursuance of Act of 17 July 1975 on accounting firms and, under the conditions of article 122, paragraph 1 of the Code of corporations, the rules made in pursuance of section 92 of the Code of corporations.
S. 254. the OPCA to variable number of shares must publish the asset value of the shares according to the rules laid down by the King, each day the issuance or redemption of such shares is possible.
S. 255 the FSMA may, if it considers that there is a danger of confusion, require the addition of an explanatory reference to the denomination of the OPCA.
Section III. -Marketing to retail investors in another State member of the units of undertakings for collective investment alternative art.
256. the mutual fund that plans to market its titles in another Member State of the European economic area with retail investors should inform the FSMA.
TITLE III. -Alternative collective investment agencies of foreign law, chapter I. -Scope of application and general provisions art.
257. without prejudice to the application of parts II and IV of this Act 1 ° the provisions of chapter II shall apply the OPCA's foreign to variable number of shares; and 2 ° the provisions of chapter III are applicable to the OPCA of foreign law to fixed number of shares, publicly offering their shares in Belgium.
The OPCA's foreign law referred to in the first paragraph begin their operations in Belgium that subject to compliance with the conditions referred to in the present title.
S. 258. this title lays down the conditions which the OPCA referred to in the preceding article must satisfy for inclusion in the list referred to section 260 as well as the maintenance of it.
S. 259. § 1. The OPCA's foreign law whose activity is subject to the provisions of this title, shall, before starting their operations, to register to the FSMA. The same obligation is applicable, where appropriate, to the compartments of the OPCA.
§ 2. The FSMA registered the OPCA and compartments that meet the conditions established by this chapter and by orders and regulations for its execution.
A refusal of registration by the FSMA is notified to the applicants.
S. 260. the FSMA establishes a list of the OPCA of foreign law and, where appropriate, of the sub-funds registered under this title.
This list and any changes that are made are published on its website.
The list may include topics and subtopics.
S. 261 is forbidden any communication carried out on Belgian territory, attention over 150 natural or legal persons other than professional investors, to provide information or advice or to generate requests for information or advice on shares of OPCA to variable number of created or not yet created shares which are or will be the object of an offer for sale or subscription as this communication comes from an OPCA, a person who is able to transfer the securities concerned or is done on their behalf, except if: 1 ° the offer falls into one of the categories referred to in article 5, § 1, paragraph 1, 2 °, 4 °, or 6 °, FSMA has registered the OPCA or compartment in accordance with section 259 and, where appropriate, a public-offer prospectus and a key investor information document have been duly approved by the FSMA.
Is presumed to act on behalf of the OPCA or the person who is able to assign titles, any person who receives directly or indirectly, remuneration or benefit of the OPCA or the person who is able to sell the securities.
S. 262. by way of derogation from article 58, § 4, paragraph 2, in the event of loss of financial instruments entrusted, a participant may exercise itself the rights available to the OPCA against the custodian or any person to whom the custodian has delegated its functions, where the Manager does not act within three months of notification which is addressed to him for this purpose chapter II. -Provisions applicable to alternative collective investment agencies of foreign law to variable number of shares Section Ire. -Conditions of registration art. 263 one OPCA referred to in this chapter and, if applicable, its compartments are inscribed on the list referred to in article 260, and shares this OPCA and, where appropriate, of its compartments may be offered publicly in Belgium, if the following conditions are met: 1 ° the OPCA concerned has the approval referred to in article 6 of Directive EU-61-2011 or is managed by a management company which has the approval referred to in article 6 of Directive EU-61-2011; or in the case referred to in article 3, § 3 of 2011/61/EU Directive and in the cases where they are not the approval referred to in article 6 of Directive EU-61-2011, the concerned OPCA or its management company are subject in their Member State of origin to a plan that meets at least the requirements of section 110;
2 ° in the case referred to in 1 °, paragraph 1, (a) the FSMA received the notification referred to in article 31, paragraph 2 or article 32, paragraph 2 of 2011/61/EU Directive, or (b) the FSMA received one of the notifications referred to in article 35, paragraph 5, article 39, paragraph 4, or article 40, paragraph 5 of Directive 2011/61 / EU;
in the case referred to in 1 °, paragraph 2, of the FSMA has, if the Manager foreign, received the notification referred to in section 128 or article 131;
3 ° the OPCA a sole object the collective investment

financial resources and it is managed or administered according to the principle of the distribution of risk, for the exclusive benefit of participants;
4 ° in relation to the exercise of the functions of management referred to in article 3, 41 ° a), b) and c) has) the investment company, where she has not designated a management company, conforms to articles 206, 208 and 209, or rules deemed to be equivalent by the FSMA.
(((b) or, in other cases, the persons who perform management functions referred to in article 3, 41 °), b) and c) respond in their State of origin to provisions aimed at achieving the objectives referred to in articles 316, 317, 319 and 320;
5 ° the management regulations or the Statute of the OPCA contain information equivalent to those provided for by the King in accordance with section 212; If not the OPCA must attach the missing information, which will be an integral part of the regulation of management or the statutes for the purposes of the provisions of this Act and the orders and regulations for its execution;
6 ° the entrusted OPCA custody of its assets to a custodian who, in his State member of origin, is subject to provisions aimed, as appropriate, to achieve the objectives referred to in article 218 or deemed equivalent by the FSMA objectives;
7 ° to the case where the OPCA concerned is a feeder, its depositary and that the master shall comply with article 220, § 1, or to rules deemed to be equivalent by the FSMA;
8 ° the OPCA has designated a person which, pursuant to Directive 2006/43/EC, or in accordance with legislation deemed equivalent by the FSMA, is empowered, under the Act, the annual accounts and to which the accounting data contained in the periodic reports of the OPCA are subject to control;
9 ° the OPCA has designated a company referred to in article 248, § 2, paragraph 1, for: a) ensuring Belgium distributions to participants, as well as the sale or redemption of shares;
(b) ensure the dissemination in Belgium of the information that the OPCA is required to provide;
c) transmit all necessary information to the public offer of shares in Belgium to the FSMA.
S. 264. in the cases referred to in article 263, 4 ° and 6 °, the persons concerned may, in the absence of provisions in their State of origin, demonstrate that they comply effectively with the objectives referred to in that provision.
S.
265 § 1. The application for entry in the list is addressed to the FSMA.

§ 2. The registration request is accompanied by a dossier complying with conditions set by the FSMA establishes that it is meets the conditions laid down in this chapter and which includes the elements specified by the FSMA.
This folder includes: 1 ° a certificate issued by the supervisory authority of the State of origin for the conditions referred to in article 263, 3 °;
2 ° a selection, accompanied by a commentary, of the provisions of the State of origin which, as appropriate, to achieve the objectives referred to in articles 206, 208 and 209 or articles 316, 317, 319 and 320, or achieve objectives deemed equivalent by the FSMA, or, in the case referred to in article 264, a description of how subjects respond effectively to the objectives referred to in the abovementioned provisions;
3 ° except in the case referred to in article 264, an assessment, conducted by an independent expert in the subjects concerned, whether if the selection referred to 2 ° and the comment of the relevant provisions are fair, adequate and comprehensive and the relevant provisions are designed to achieve your goals or equivalent objectives;
4 ° a copy of the rules of management or the statutes of the OPCA and, if they are are not understood, the rules for the valuation of the assets of the OPCA, the rules of calculation of the net asset of the share value and the rules of price calculation in case of issue and redemption of shares or change compartment;
5 ° a description of administrative, accounting, financial and technical of the OPCA;
6 ° a description of the set of companies in which the OPCA fits with other companies or organizations linked to it as part of a community of management or control or by a substantial direct or indirect holding;
7 ° identification of the depositary and the elements demonstrating that it satisfies the requirements referred to in article 263, 6 °;
8 ° the identification and status of the person referred to in article 263, 8 °, and a copy of the last report it had prepared on the body;
9 ° identification of the persons who perform management functions referred to in article 3, 41 ° a), b) and c) as well as their statutes, the identity of the persons in charge of its (their) effective management, a description of its (their) administrative, accounting, financial and technical and the identity of their shareholders;
10 ° the identification of the undertaking referred to in article 263, 9 °;
§ 3. The FSMA may request any additional information necessary for the assessment of the registration application.
§ 4. The OPCA shall communicate immediately to the FSMA all information necessary for the permanent maintenance of the registration. Where appropriate, the concerned OPCA communicates, within this framework, without delay, the changes made to the list of existing sub-funds and classes of existing shares.
S. 266. the management regulations or statutes and the latest published annual report are annexed to the prospectus referred to in article 222.
The OPCA ensures that the management regulations or the articles annexed to the prospectus referred to in article 222, at any time to date and conform to the text submitted to the FSMA.
The prospectus and the periodic reports are marked that the management regulations or the articles of incorporation are filed with the undertaking referred to in article 263, 9 °.
Any person may obtain a copy of the management regulations or statutes that undertaking.
Section II. -Investor information and intermediation s. 267. the OPCA covered by this chapter are subject to articles 221 to 235.
By way of derogation from paragraph 1, the FSMA may, on such conditions as it shall determine, authorize an OPCA number variable shares to only publish a prospectus and not to publish information key investor, provided that this mutual fund is no more required to publish a document of information key investor under the law of the State whose jurisdiction it falls.
The FSMA may grant derogations to the application of the provisions taken pursuant to articles 225, § 1, paragraph 2 and 229, § 1.
S. 268 § 1. Without prejudice to article 267, paragraphs 2 and 3, an OPCA of foreign law which offers publicly his shares in Belgium, broadcasts in Belgium, at least in one of the national languages, 1 ° the prospectus;
2 ° the key investor information document;
3rd annual reports and semi-annual;
4 ° the management regulations or statutes;
(5) all notices and communications to the unitholders.
In the circumstances of the shares on offer, the FSMA may accept that, by derogation from 1st paragraph, the prospectus, the annual and semi-annual reports as well as the management regulations or statutes are broadcast in Belgium in another language, usual in financial matters in Belgium.
If notices, advertisements and other documents relating to a public offer of units of an OPCA of foreign law which is entered on the list referred to in article 260, are broadcast in Belgium in one or more national languages, this Organization shall, without prejudice to the preceding paragraphs, broadcast in Belgium the following in the language in which national notices , advertisements and other documents referred to above are broadcast in Belgium: 1 ° the prospectus, provided that an exemption has been granted to the Agency under section 267, paragraph 2;
2 ° the information document key investor, in all other cases.
§ 2.
The King may determine additional rules with respect to the documents and their updates that must be submitted to the FSMA, as well as the mode of publication in Belgium of the information that must be broadcast in the Member State where the OPCA is located.
Section III.
-Exercise of activity art. 269. the OPCA performs its investments in assets belonging to the categories of investments open to the OPCA under Belgian law.
The rules governing the investment policy of the organization may be such as they deviate from those that apply to the category of corresponding investments open to the OPCA under Belgian law.
S. 270. the rules relating to the establishment and the perception of the commissions and expenses charged to of the OPCA or participants must be clear and precise.
Financial intermediaries who provide the marketing of the units of the OPCA in Belgium may not take commissions or charges other than those provided by the King, by order made on the advice of the FSMA.
S. 271 § 1.
A foreign law OPCA cannot avail nor the term "guaranteed capital" or an equivalent term, or the term "capital-protected" or "principal protected" or an equivalent term, unless the conditions laid down by the King in this regard pursuant to article 237 are met.
§ 2. The King may make them applicable to the OPCA referred to in this chapter all or part of the arrangements made under article 247.
§ 3. The King may make them applicable to the OPCA referred to in this chapter all or part of the provisions made under sections 248, § 2, paragraph 2, §.

3, paragraph 2 and 249. Article 248, § 3, paragraph (3) shall apply.
§ 4. The King may apply to collective investment undertakings referred to in this chapter all or part of the arrangements made under article 253.
S. 272. the valuation of the assets of the OPCA and rules for the calculation of the net value of inventory and the issue and redemption of shares prices, must provide correct information to the public and cannot prejudice the interests of the latter.
S. 273. the OPCA covered by this chapter are subject to sections 252, 253, 254 and 255.
CHAPTER III. -Provisions applicable to collective investment alternative agencies abroad number right fixed parts Section Ire. -Conditions of registration art. 274 a OPCA referred to in this chapter and, if applicable, its compartments are inscribed on the list referred to in article 260, and shares this OPCA and, where appropriate, of its compartments may be offered publicly in Belgium, if the following conditions are met: 1 ° the OPCA concerned has the approval referred to in article 6 of Directive EU-61-2011 or is managed by a management company which has the approval referred to in article 6 of Directive EU-61-2011; or in the case referred to in article 3, § 3 of 2011/61/EU Directive and in the cases where they are not the approval referred to in article 6 of Directive EU-61-2011, the concerned OPCA or its management company are subject in their Member State of origin to a plan that meets at least the requirements of section 110;
2 ° in the case referred to in 1 °, paragraph 1, (a) the FSMA received the notification referred to in article 31, paragraph 2 or article 32, paragraph 2 of 2011/61/EU Directive, or (b) the FSMA received one of the notifications referred to in article 35, paragraph 5, article 39, paragraph 4, or article 40, paragraph 5 of Directive 2011/61 / EU;
in the case referred to in 1 °, paragraph 2, of the FSMA has, if the Manager foreign, received the notification referred to in section 128 or article 131;
3 ° the OPCA a sole object the collective investment of financial resources and it is managed or administered according to the principle of the distribution of risk, for the exclusive benefit of participants;
4 ° in relation to the exercise of management functions, referred to in article 3, 41 °, a), b) and c): has) the investment company, where she has not designated a management company, conforms to articles 206, 208 and 209, or rules deemed to be equivalent by the FSMA.
(((b) or, in other cases, the persons who perform management functions referred to in article 3, 41 °), b) and c) respond in their State of origin to provisions aimed at achieving the objectives referred to in articles 316, 317, 319 and 320;
5 ° the management regulations or the Statute of the OPCA contain information equivalent to those provided for by the King in accordance with section 212; If not the mutual fund shall attach the missing information, which will be an integral part of the regulation of management or the statutes for the purposes of the provisions of this Act and the orders and regulations for its execution;
6 ° the entrusted OPCA custody of its assets to a custodian who in his Member State of origin, is subject to provisions aimed, as appropriate, to achieve the objectives referred to in article 218;
7 ° the OPCA has designated a person which, pursuant to Directive 2006/43/EC, or in accordance with legislation deemed equivalent by the FSMA, is empowered, under the Act, the annual accounts and to which the accounting data contained in the periodic reports of the OPCA are subject to control;
8 ° the OPCA has designated a company referred to in article 248, § 2, paragraph 1, for: a) ensuring Belgium distributions to participants, as well as the sale or redemption of shares;
(b) ensure the dissemination in Belgium of the information that the OPCA is required to provide;
c) transmit to the FSMA all necessary information relating to the public offer of shares in Belgium;
9 ° the OPCA shares are, in accordance with article 250, paragraph 1, listed on a regulated market in the European Union. Article 250, paragraph 2 shall apply.
S.
275. in the cases referred to in article 274, 4 ° and 6 °, the persons concerned may, in the absence of provisions in their State of origin, demonstrate that they comply effectively with the objectives referred to in that provision.
S. 276 § 1. The application for entry in the list is addressed to the FSMA.
§ 2. The registration request is accompanied by a dossier complying with conditions set by the FSMA establishes that it is meets the conditions laid down in this chapter and which includes the elements specified by the FSMA.
This folder includes: 1 ° a certificate issued by the control authority of the State of origin for the conditions referred to in article 274, 3 °, or, if such a certificate cannot be provided, a description of the status to which the OPCA is subject in its original state;
2 ° a selection, accompanied by a commentary, of the provisions of the State of origin which, as appropriate, to achieve the objectives referred to in articles 206, 208 and 209 or articles 316, 317, 319 and 320, or achieve objectives deemed equivalent by the FSMA, or, in the case referred to in article 275, a description of how stakeholders respond effectively to the objectives referred to in the abovementioned provisions;
3 ° except in the case referred to in article 275, an assessment, conducted by an independent expert in the subjects concerned, whether if the selection referred to 2 ° and the comment of the relevant provisions are fair, adequate and comprehensive and the relevant provisions are designed to achieve your goals or equivalent objectives;
4 ° a copy of the rules of management or the statutes of the OPCA;
5 ° a description of administrative, accounting, financial and technical of the OPCA;
6 ° a description of the set of companies in which the OPCA fits with other companies or organizations linked to it as part of a community of management or control or by a substantial direct or indirect holding;
7 ° identification of the depositary and the elements demonstrating that it satisfies the requirements referred to in article 274, 6 °;
8 ° the identification and status of the person referred to in article 274, 7 °, and a copy of the last report it had prepared on the body;
9 ° identification of the persons who perform management functions referred to in article 3, 41 ° a), b) and c) as well as their statutes, the identity of the persons in charge of its (their) effective management, a description of its (their) administrative, accounting, financial and technical and the identity of their shareholders;
10 ° the identification of firms referred to in article 274, 8 °;
§
3. The FSMA may request any additional information necessary for the assessment of the registration application.
§ 4. The OPCA shall communicate immediately to the FSMA all information necessary for the permanent maintenance of the registration.
S. 277. the periodic reports are marked that the management regulations or the articles of incorporation are filed with the undertaking referred to in article 274, 7 °.
Any person may obtain a copy of the management regulations or statutes that undertaking.
Section II. -Exercise of activity art. 278 the OPCA performs its investments in assets belonging to the categories of investments open to the OPCA under Belgian law.
The rules governing the investment policy of the organization may be such as they deviate from those that apply to the category of corresponding investments open to the OPCA under Belgian law.
S.
279. the rules relating to the establishment and the perception of the commissions and expenses charged to of the OPCA or participants must be clear and precise.
S. 280. the OPCA to fixed number of shares covered by this chapter are subject to articles 250, 252, 253 and 255.
Book II. -Implementing provisions specific to certain undertakings for collective investment alternative under Belgian law non-public title Ier. -Provisions general article
281. without prejudice to any of the provisions of part II, this book is applicable to non-public Belgian OPCA who opted for one of the statuses provided for by or under this book.
May also opt for one of those articles has) placement agencies that have only a single participating;
b) the entities referred to in article 2, paragraph 3 of Directive EU-61-2011;
and (c) the OPCA which have not designated a management company and which fall within the scope of article 3, paragraph 1 of Directive EU-61-2011.
Investment undertakings referred to in the preceding paragraph are exclusively subject to the provisions of this book.
S. 282. articles 181 and 184 apply to the OPCA which are subject to the provisions of this book.
TITLE II. -Undertakings for collective investment alternative institutional chapter Ier. - provisions General Section Ire. -Undertakings for collective investment alternative to variable number of institutional shares art. 283 § 1.
OPCA to variable number of institutional shares are exclusive object placement in one of the categories of authorized investments referred to in article 183, paragraph 1, 1 °, 2 ° and 6 ° c, for which there is a market, in accordance with the provisions of this title, of the orders and regulations for its execution and their regulation of management or their statutes.
§ 2. The

shares of the OPCA to variable number of institutional shares are in registered form.
§ 3. Without prejudice to article 3, 6 °, in the case of admission to trading of the shares of an OPCA to variable number of shares institutional on an MTF or a market regulated which is accessible to the public or when such OPCA shares are be detained following third parties by other investors through that eligible investors, he is unaffected in the institutional character of the OPCA insofar as it takes adequate measures to ensure the quality of eligible investors of its participants and that it does not or does not favour the holding of its shares by investors other than eligible investors.
The King, by order made on the advice of the FSMA, may determine, where appropriate taking account of the category of authorized investments for which he has opted, the conditions under which the OPCA to institutional shares variable number is presumed take appropriate measures, within the meaning of the preceding paragraph, to guarantee the quality of eligible investors of its participants.
S.
284 § 1. Articles 186, § 1, paragraph 2 and §§ 3 and 4, 187, §§ 1, 2, 3, paragraph (2) and § 4, 188, paragraphs 1 and 3, 189 and 194, § 2 apply to the institutional mutual funds to variable number of shares.
§ 2. The management of an institutional mutual fund regulations may be amended by a decision of the general meeting of participants.
§ 3. Any mutual fund to institutional variable number of shares shall be designated by a particular designation; It must include the words 'mutual fund institutional shares variable number of Belgian law' or 'Fund open institutional under Belgian law', or be immediately followed by these words. If the category of investments permitted for which he has opted under article 183, paragraph 1, is not clear from the name, this category should always immediately follow its name.
§ 4. In case of dissolution, liquidation or restructuring of a mutual fund to variable number of institutional shares, the provisions of book IV, title IX or XI of the Code Book companies shall apply by analogy.
S.
285 § 1. An institutional investment to variable number of shares company is incorporated in the form of a limited liability company or a limited partnership.
Articles 190, paragraph 2, 191, §§ 1, 3 to 5, and 192, §§ 1, 2 and 4, are applicable to the institutional variable number of shares investment company.
Articles 78, 79, paragraph 1, 96, 4 °, 5 ° and 6 °, 141, 439, 440-442, 445-448, 453, paragraph 1, 1 °, 458, 460, paragraph 1, 463, paragraph 4, 465, paragraph 3, 476, 477, 479, 483, 484, 505, 506, 508, 509, 542, 557, 560, 581, 582-590, 592-600, 603 to 607, 612-617, 619-628 633 and 634 of the Code of corporations are not applicable.
Without prejudice to article 283, § 1, article 559 of the Corporations Code shall apply.
By way of derogation from paragraph 3, article 560 of the Code of corporations shall apply in the case referred to in article 184, § 2, 2 °.
§ 2. An institutional investment company may engage in other activities than that laid down in article 11 § 2, paragraph 1, or hold other assets than those needed for the achievement of its statutory purpose.
§ 3.
By way of derogation from article 78 of the Code of corporations, the name of an investment company with variable number of units institutional and all documents emanating from it, must contain the words "institutional variable capital investment company under Belgian law" or "Institutional Sicav under Belgian law" or be immediately followed by these words. If the category of authorized investments for which it has opted under section 183, paragraph 1 is not clear from the name, this category should always immediately follow its name.
§
4. By way of derogation from article 1 of the Code of companies, an investment company with variable number of units institutional may be constituted by an eligible investor.
Article 646, § 1, paragraph 2, of the Code of companies is not applicable.
§
5. In case of dissolution, liquidation or restructuring of compartments of an investment company with variable number of institutional shares, the provisions of book IV, title IX or XI of the Code Book companies shall apply by analogy to compartments.
Each compartment of an institutional investment to variable number of shares company is liquidated separately, without giving rise to the liquidation of another compartment. Only the liquidation of the last compartment results in the liquidation of the investment company.
Section II. -Undertakings for collective investment alternative to fixed number of institutional shares art. 286 § 1.
OPCA to fixed number of institutional shares are exclusive object placement in one of the categories of authorized investments referred to in article 183, paragraph 1, in accordance with the provisions of this Act, of the orders and regulations for its execution and their regulation of management or their statutes.
§ 2. The shares of the OPCA to fixed number of institutional shares are in registered form.
§ 3. Without prejudice to article 3, 6 °, in the case of admission to trading of shares of an OPCA to fixed number of shares institutional on an MTF or a market regulated which is accessible to the public or when such OPCA shares are be detained following third parties by other investors through that eligible investors, he is unaffected in the institutional character of the OPCA insofar as it takes adequate measures to ensure the quality of eligible investors of its participants and that it does not or does not favour the holding of its shares by investors other than eligible investors.
The King may, by order made on the advice of the FSMA, determine, where appropriate taking account of the category of authorized investments for which the OPCA has chosen, the conditions under which the OPCA to fixed number of institutional shares is presumed to take appropriate measures, within the meaning of the preceding paragraph, to guarantee the quality of its participants eligible investors.
S. 287 § 1.
Articles 186, §§ 1 and 3, 188, paragraphs 1 and 3, 189, 194, §§ 2 and 4 apply to the mutual funds to fixed number of institutional shares.
§ 2. The management of an institutional mutual fund regulations may be amended by a decision of the general meeting of participants.
§ 3. Any mutual fund with fixed number of units institutional must be designated by a particular designation; It must include the words "mutual fund with fixed number of units institutional Belgian law" or "institutional firm Fund under Belgian law" or be immediately followed by these words.
If the category of authorized investments for which he has opted under section 183, paragraph 1 is not clear from the name, this category should always immediately follow its name.
§ 4. In case of dissolution, liquidation or restructuring of a mutual fund to fixed number of institutional shares, the provisions of book IV, title IX or XI of the Code Book companies shall apply by analogy.
S. 288 § 1.
Articles 195, paragraph 1 and 196, §§ 1, 3 and 4 are applicable to the institutional investment in fixed number of parts company.
§
2. An institutional investment company may engage in other activities than that laid down in article 11 § 2, paragraph 1, or hold other assets than those needed for the achievement of its statutory purpose.
§ 3. By way of derogation from article 78 of the Code of corporations, the name of an investment company with fixed number of units institutional and all documents emanating from it, must contain the words "institutional investment company under Belgian law" or "institutional investment fund under Belgian law" or be immediately followed by these words. If the category of authorized investments for which it has opted under section 183, paragraph 1 is not clear from the name, this category should always immediately follow its name.
§ 4. By way of derogation from article 1 of the Code of companies, an investment company with fixed number of units institutional may be constituted by an eligible investor.
Article 646, § 1, paragraph 2, of the Code of companies is not applicable.
CHAPTER II. -Access to the activity and the activity Section Ire. -Inscription art. 289. the King determines, by order made on the advice of the FSMA and after open consultation, obligations and conditions of registration which institutional, referred to in articles 283 and 286, OPCA are required prior to commencing operations, with regard to the category of investments allowed for which they have opted.
Section II. -Exercise of activity art. 290. the King determines the obligations and prohibitions to which the OPCA are subjected to variable number and fixed institutional shares.
CHAPTER III. -Control of the institutional alternative collective investment bodies art.
291. the King, by order made on the advice of the FSMA, may extend the application of articles 337-365 of the Act for the control of compliance with the provisions of this chapter with regard to the category of investments authorized for which the OPCA have opted.
TITLE III. -Organizations of

hedge funds private, chapter I. -Provisions General Section Ire. -Undertakings for collective investment alternative to variable number of private shares art. 292 § 1. OPCA to variable number of private shares are exclusive object placement in one of the categories of authorized investments referred to in article 183, paragraph 1, 1 °, 2 ° and 6 ° c, for which there is a market, in accordance with the provisions of this Act, of the orders and regulations for its execution and their regulation of management or their statutes.
§ 2. Without prejudice to article 3, 7 ° in case of admission of units of an OPCA to variable number of shares private negotiation on an MTF or a regulated market that is accessible to the public or when such OPCA shares are be held, following through third parties, by other investors that private investors, it is not infringed in the privacy of the OPCA provided the latter take measures adequate to ensure the quality of investors of its participants and that it does not or does not favour the holding of its shares by investors other than private investors.
The King may, by order made on the advice of the FSMA, determine, where appropriate taking account of the category of authorized investments for which the OPCA has opted, the conditions under which the OPCA to variable shares number private is presumed to take appropriate measures, within the meaning of the preceding paragraph, to guarantee the quality of investors of its participants.
S. 293 § 1. Articles 186, §§ 1, 3 and 4, 187, §§ 1, 2, 3, paragraph (2) and § 4, 188, paragraphs 1 and 3, 189 and 194, § 2 apply to the mutual funds to variable number of private parts.
§ 2. The management of a private mutual fund regulations may be amended by a decision of the general meeting of participants.

§ 3. Any mutual fund to variable number of shares private must be designated by a particular designation; It must include the words "mutual fund to variable number of shares private under Belgian law" or "open fund private Belgian law", or be immediately followed by these words. If the category of investments permitted for which he has opted under article 183, paragraph 1, is not clear from the name, this category should always immediately follow its name.
§ 4. In case of dissolution, liquidation or restructuring of a mutual fund to variable number of private parts, the provisions of book IV, title IX or XI of the Code Book companies shall apply by analogy.
S.
294 § 1. A private variable number of shares investment company is incorporated in the form of a limited liability company or a limited partnership.
Articles 190, paragraph 2, 191, §§ 1, 3 to 5, and 192, §§ 1, 2 and 4, are applicable to the variable number of shares investment company private.
Articles 78, 79, paragraph 1, 96, 4 °, 5 ° and 6 °, 141, 439, 440-442, 445-448, 453, paragraph 1, 1 °, 458, 460, paragraph 1, 463, paragraph 4, 465, paragraph 3, 476, 477, 479, 483, 484, 505, 506, 508, 509, 542, 557, 560, 581, 582-590, 592 to 607, 612-617, 619 to 628, 633 and 634 of the Code of corporations are not applicable.
Without prejudice to article 292, § 1, article 559 of the Corporations Code shall apply.
By way of derogation from paragraph 3, article 560 of the Code of corporations shall apply in the case referred to in article 184, § 2, 2 °.
§ 2. A private investment company may engage in other activities than that laid down in article 11 § 2, paragraph 1, or hold other assets than those needed for the achievement of its statutory purpose.
§ 3. By way of derogation from article 78 of the Code of corporations, the name of a variable number of shares investment company private and all the documents emanating in must contain the words "investment company with variable capital private Belgian law" or "Sicav private Belgian law" or be immediately followed by these words. If the category of authorized investments for which it has opted under section 183, paragraph 1 is not clear from the name, this category should always immediately follow its name.
§ 4. In case of dissolution, liquidation or restructuring of compartments of an investment company with variable number of private parts, the provisions of book IV, title IX or XI of the Code Book companies shall apply by analogy to compartments.
Each compartment of a private variable number of shares investment company is being wound up separately, without giving rise to the liquidation of another compartment.
Only the liquidation of the last compartment results in the liquidation of the investment company.
Section II. -Undertakings for collective investment alternative to number fixed private shares art.
295. § 1. The OPCA to fixed number of private shares have for exclusive object placement in one of the categories of authorized investments referred to in article 183, paragraph 1, 1 ° to 6 °, in accordance with the provisions of this Act, of the orders and regulations for its execution and their regulation of management or their statutes.
§ 2. Without prejudice to article 3, 7 ° in case of admission of units of a fixed number of shares OPCA private negotiation on an MTF or a regulated market that is accessible to the public or when such OPCA shares are be detained following through third parties by investors other than private investors, it is unaffected in the privacy of the OPCA insofar as the measures appropriate to ensure the quality of investors of its participants and that it does not or does not favour the holding of its shares by investors other than private investors.
The King may, by order made on the advice of the FSMA, determine, where appropriate taking account of the category of authorized investments for which the OPCA has opted, the conditions under which the OPCA to fixed number of parts private is presumed to take appropriate measures, within the meaning of paragraph 2, to ensure the quality of investors of its participants.
S. 296 § 1. Articles 186, §§ 1, 2 and 4, 188, paragraphs 1 and 3, 189, 194, §§ 2 and 4 apply to the mutual funds to fixed number of private shares.

§ 2. The management of a private mutual fund regulations may be amended by a decision of the general meeting of participants.
§ 3. Any mutual fund to private fixed number of shares shall be designated by a particular designation; It must include the words "mutual fund to fixed number of shares private under Belgian law" or "private Belgian law firm Fund" or be immediately followed by these words. If the category of authorized investments for which he has opted under section 183, paragraph 1 is not clear from the name, this category should always immediately follow its name.
§
4. In case of dissolution, liquidation or restructuring of a mutual fund with fixed number of private parts, the provisions of book IV, title IX or XI of the Code Book companies shall apply by analogy.
S. 297. § 1. Articles 195, paragraph 1 and 196, §§ 1, 3 and 4 shall apply to the investment to fixed number of shares privately.
§ 2. A fixed number of shares investment company private may engage in other activities than that laid down in article 11 § 2, paragraph 1, or hold other assets than those needed for the achievement of its statutory purpose.
§ 3. By way of derogation from article 78 of the Code of corporations, the name of a fixed number of shares investment company private and all the documents emanating in must contain the words "investment company with fixed capital private Belgian law" or "sicav private Belgian law" or be immediately followed by these words. If the category of authorized investments for which it has opted under section 183, paragraph 1 is not clear from the name, this category should always immediately follow its name.
Section III. -Private privak s. 298. private privak, means the OPCA private fixed number of shares that the statutory form of which the sole object is the collective investment in the category of authorized investments referred to in article 183, paragraph 1, 5 °, in accordance with the provisions of this Act, orders and regulations for its implementation or its statutes.
Without prejudice to article 3, 7 ° in case of admission of units of a privak private negotiation on an MTF or a regulated market that is accessible to the public or when the shares of a private privak are be held, following through third parties, by other investors that private investors, it is not infringed in the privacy of the privak provided the latter take adequate measures to guarantee the quality of investors private its participants and that it does not or does not favour the holding of its shares by investors other than private investors.
The King may, by order made on the advice of the FSMA, determine the conditions under which the private privak is presumed to take appropriate measures, within the meaning of paragraph 2, to ensure the quality of investors of its participants.
S. 299. the private privak is incorporated in the form of a company

limited, a company partnership by shares or a company, for a maximum period of 12 years.
A private privak may not engage in activities other than that laid down in article 11, § 2, paragraph 1, and may have other assets than those needed for the achievement of its statutory purpose.
S. 300 § 1. The private privak is subject to the Code of corporations insofar as it is not waived by this title and taken orders for execution.
§ 2. By way of derogation from article 78 of the Code of corporations, the corporate name of the privak private as well as all documents emanating from it, must contain the words "private Belgian privak" or these words must immediately follow the name of the company.
§ 3. By way of derogation from article 93, paragraph 2, of the Code of corporations, the private privak must draw up annual accounts according to the rules established by the King under section 92, § 1, of this code.
§ 4. By derogation from article 97 of the Code of corporations, the private privak must file its annual accounts with the National Bank of Belgium, according to the modalities under articles 98 and following of this code.
§ 5. By way of derogation from article 141, 1 ° and 2 ° of the companies Code, the private privak must entrust control of its accounts to one or more auditors, as it follows from the application of article 142 of this Code.
By way of derogation to article 144, paragraph 1, 8 ° of this Code, the Commissioner (s) having been informed of violations of statutory provisions relating to the status of OPCA, can (can) never omit the mention of these offences report which must also be detailed and indicate the violated provisions. In the cases laid down by the King, the Auditor (s) sends (nt) a certified copy of the report to the FSMA.
§ 6. By way of derogation from articles 184, paragraph 1, 187 and 193 of the Code of corporations, the mode of liquidation and appointment of (a) liquidator (s) is fixed by statute, the investment company can more to make new investments in non-listed companies after minutes of winding up and annual accounts must be established during the winding-up according to the rules established by the King in accordance with article 92 , § 1 of this Code.
CHAPTER II. -Access to the activity and the activity Section Ire. -Inscription art. 301. the King determines, by order made on the advice of the FSMA and after open consultation, obligations and conditions of registration to which private, referred to in articles 292 and 295, OPCA are required prior to commencing operations, with regard to the category of investments allowed for which they have opted.
S. 302 § 1. Private pricafs are required, before starting their activities, to register with the federal public Service Finance on the list of the privak private.
The list may include topics and subtopics.
Each document issued by the federal public Service Finance to confirm this registration and each document which refers to this inscription to achieve the OPCA operations must mention that registration has no appreciation of the desirability and quality operations, or the situation of the Agency.
§ 2. The federal public Service Finance puts at the disposal of the public, on the basis of data received during registration, information regarding the identity of the companies which are registered or removed from the list of private privak.
Section II. -Exercise of activity art. 303. the King determines, by order made on the advice of the FSMA and after open consultation, the obligations and prohibitions faced the OPCA private number variable and fixed units and private pricafs.
S. 304 § 1.
The King determines the rules to be observed by the private privak and persons providing the private privak management functions, so that they are in a conflict of interest with the participants of the private privak.
§ 2. It is forbidden for a privak private to acquire an amount of securities of a same company, such that, given the structure and dispersal of shareholding thereof, these titles would enable it to exercise an influence on the management of the company or on the designation of its leaders.
The King sets the limits to the ownership by a private privak, of securities of the same class of a single issuer.
It is forbidden to a privak private to commit to vote in a manner determined with the titles it manages or vote according to instructions persons other than general meeting participants. It is forbidden for a privak private to commit to not sell securities, to grant a right of pre-emption, or enter into any other agreement which would impede its management autonomy.
Any agreement to the contrary is void.
The King may provide for exceptions to paragraphs 1 to 4.
Paragraphs 1 to 4 do not apply in cases where a private privak formed subsidiaries which are themselves the OPCA within the meaning of article 3 (2).
§ 3. Private pricafs can still, incidentally or temporarily: 1 ° hold term of a maximum duration of 6 months or cash investments;
2 ° holding securities, provided: has) that they already hold these securities at the time of the registration application to listing on a stock exchange or other market organized and public securities;
(b) that these titles have been acquired by Exchange of securities not listed with the exception of its own titles;
3 ° in hedging, negotiate financial instruments derivatives, listed or not, on physical assets or underlying financial, quoted or not.
The King defines what is meant by "incidentally or temporarily".
CHAPTER III.
-Control of the private alternative collective investment bodies art. 305 the King, by order made on the advice of the FSMA, may extend the application of articles 337-365 of the Act for the control of compliance with the provisions of this chapter with regard to the category of investments authorized for which concerned OPCA opted.
Part IV. -PROVISIONS NON-harmonized relating to management book I companies. -Scope of application and general provision art.
306. without prejudice to the application of part II of the Act and regulation 231/2013, the provisions of this part shall apply to management companies that manage one or more public OPCA subject to part III of this Act.
S. 307. the provisions of this part shall not apply: 1 ° to the investment firms referred to in book II, titles II to IV of the law of 6 April 1995, which are authorized to provide the services of investment referred to in article 46, 1 °, of the law of 6 April 1995 4, when they provide this service to organizations of collective investment of Belgian law; are nevertheless applicable to these companies articles 9, 26, paragraph 3, 27, § 2, 32, 33, 37, § 2, 39, 44, 45, 46 and 319, § 2;
2 ° to the credit institutions referred to in book II and titles I and II of Book III of the Act of April 25, 2014, when providing investment services referred to in article 46, 1 °, 4 of the law of 6 April 1995 to undertakings for collective investment under Belgian law. shall nevertheless apply articles 9, 26, paragraph 3, 27, § 2, 32, 33, 37, § 2, 39, 44, 45, 46 and 319, § 2.
S. 308. the compliance with the provisions of this Act and of the regulations for its execution, applicable to the OPCA managed by a management company, and orders is up to it.
Book II. -Management of Belgian law firms title I:. -Special conditions for access to the activity, chapter I. -Leisure arts. 309. any management company under Belgian law that intends to exercise the activity of collective portfolio management of OPCA respect public OPCA of Belgian or foreign law is required, before starting its activity, to approve in this capacity to the FSMA.
S. 310 the FSMA grant approval sought the OPCA management companies which meet the conditions laid down in chapter II, and which have the approval referred to in article 11. It rules on demand (a) within the same time limit for application for registration as a Manager referred to in article 13, where it is introduced at the same time, or (b) within six months of the introduction of a complete dossier and, at the latest, within nine months of receipt of the application in other cases.
Approval decisions indicate the functions of management and investment services provided by the management company is authorized to provide.
S.
311. the applicant refers to the category of authorized investments of the OPCA it intends to manage.
S.
312. when approval is sought by a management company which is the subsidiary of a stockbroking company, of a credit institution, a business insurance or reinsurance under Belgian law undertaking, or the subsidiary of the parent undertaking of a stockbroking company, of a credit institution, an insurance undertaking or a business of reinsurance under Belgian law, is still controlled by the same natural or legal persons as a stockbroking company that a credit institution, that an insurance undertaking or a reinsurance under Belgian law undertaking, the FSMA consults the Bank before making its decision.
When approval is sought by a management company which is, or a subsidiary of another management company, a management company of undertakings for collective investment that meet the requirements of the Directive 2009/65/EC, an investment firm,

of a credit institution, of an insurance undertaking or a reinsurance undertaking authorised in another Member State of the European economic area, the subsidiary of the parent undertaking of another management company, a management company of undertakings for collective investment that meet the conditions of Directive 2009/65/EC, of an investment firm, a credit institution, of an insurance undertaking or a reinsurance undertaking authorised in another Member State , is still controlled by the same natural or legal persons as another company's management, as a management company of undertakings for collective investment that meet the conditions of Directive 2009/65/EC, an investment firm, a credit institution, that an insurance undertaking or a reinsurance undertaking authorised in another Member State than the FSMA consults before making its decision the national authorities of those other Member States which control management companies, management companies of undertakings for collective investment that meet the conditions of Directive 2009/65/EC, investment firms, insurance undertakings or reinsurance undertakings, credit institutions authorised under their law.
Similarly, the FSMA previously consult the authorities of control referred to in paragraph 2 or, as appropriate, the Bank, for the purpose of assessing the qualifications of the shareholders and executives pursuant to sections 316 and 317, where the shareholder is a company referred to in paragraph 1 or paragraph 2 and that the individual involved in the direction of the management company takes part also in the direction of one of the companies referred to in paragraph 1 or paragraph 2. these authorities shall communicate to each other all information useful for the assessment of the qualifications of shareholders and persons participating in the direction referred to in this paragraph.
S. 313. with a view to a sound and prudent management of the management company, the FSMA may restrict the approval thereof for the exercise of certain management functions or impose conditions on the exercise of certain management functions.
S. 314 the FSMA establishes a list of the OPCA management companies authorized under this title. This list and any changes that are made are published on its website.
The list may include topics and subtopics.
CHAPTER II. -Conditions for registration art.
315. the Belgian law OPCA management companies must be made in the form of a Société anonyme.
S. 316. the approval is subject to communication to the FSMA by the identity of the natural or legal persons who, directly or indirectly, acting alone or in concert with others, have a qualifying, in the capital of the OPCA management company conferring the right to vote or not. The communication must indicate the haircuts of the capital and voting rights held by these people.
Accreditation is denied if the FSMA has grounds for considering that the natural or legal persons referred to in paragraph 1 do not have the necessary qualifications against the need to ensure a sound and prudent management of the management company.
S. 317 § 1. The members of the legal governing body of the OPCA management companies, persons responsible for the effective management, if any members of the Executive Committee, as well as officials of the independent control functions, are exclusively of natural persons.
The persons referred to in paragraph 1 must have at all times the required professional repute and expertise appropriate to the exercise of their function, having regard in particular to the category of authorized investments of the OPCA that the management company intends to manage.
§ 2. The actual direction of management companies should be entrusted to two persons at least.
S. 318. the members of the statutory body of the OPCA management company directors, who are responsible for the effective management, if any members of the Executive Committee, and responsible for an independent control function, can be found in one of the cases referred to in article 20 of the Act of April 25, 2014.
S.
319 § 1. This article contains a list of the requirements in terms of function and integrity policy and risk management policy, and mentions the establishment of an audit committee obligations, which apply to management companies referred to in this book in addition to the provisions of part II and regulation 231/2013.
§ 2. As part of its risk management function, the management company should use a method for accurate and independent evaluation of the value of derivatives OTC in the portfolio or, where appropriate, in the various compartments of each managed OPCA portfolio.
The King said, by order made on the advice of the FSMA, the procedures for the assessment of OTC derivatives.
The management company should communicate to the FSMA, once a year and whenever she asks, a report giving a true picture of the types of derivative financial instruments used, the underlying risks, the quantitative limits and the methods chosen to assess the risks associated with transactions in derivatives for each OPCA managed or, where appropriate for the different compartments of each OPCA managed. The FSMA may, by means of regulations in accordance with article 64 of the law of 2 August 2002, clarify the rules in this regard.
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3. The King, by royal decree taken on advice of the FSMA, may specify additional elements which must bear management policy risks.
The organisation of the management company must provide, at the request of any participant of the supplementary information to those disclosed in the prospectus and the annual and semi-annual reports managed OPCA, relating to the quantitative limits that apply to the management risk managed OPCA, on the methods used to achieve these limits and on recent developments in risks and yields of the assets that the category of investments permitted for which the OPCA managed opted.
§
4. The management company is developing a policy of adequate integrity, which is regularly updated.
The King said, by order made on the advice of the FSMA, what there is to be understood by adequate integrity policy.
§ 5. The management company is an audit within its legal governing body Committee.
The King, by order made on the advice of the FSMA, determines the rules and obligations in this area. It can determine the conditions under which the FSMA may derogate from the provisions taken pursuant to this paragraph.
§ 6. The King may, by royal decree taken on advice of the FSMA, supplement the requirements laid down in the provisions referred to in this article, so that the collectives of OPCA requirements similar to those applicable to undertakings for collective investment management companies which meet the conditions of Directive 2009/65/EC.
S. 320 § 1. Without prejudice to the application of articles 29 to 32, when the OPCA management company entrusts to a third party by contract of mandate or contract for exercise, for its own account, of one or several functions of management referred to in article 3, 41 °, the following provisions shall apply.
1 ° may not be prejudiced to the obligation of the management company to perform his duties of management in accordance with article 182.
2 ° in regards the OPCA who opted for the category of authorized investments referred to in article 183, paragraph 1, 1 °, a) the exercise of the functions of management referred to in article 3, 41 °, a) and b) cannot be entrusted to an undertaking authorized to provide investment services referred to in article 46, 1 °, of the law of 6 April 1995 4 a management of OPCA company or a collective investment management company which meets the conditions of Directive 2009/65/EC;
(b) the criteria for distribution of investments, fixed periodically by the OPCA must be respected;
c) the exercise of management functions referred to in article 3, 41 ° a) and b) does may not be entrusted or provided by the custodian or any other undertaking whose interests may conflict with those of the OPCA managed or with those of the participants.
Regards managed OPCA who opted for one category of authorized investments other than that referred to in article 183, paragraph 1, 1 °, the King shall determine, by order made on the advice of the FSMA, the conditions under which the exercise of the function of management referred to in article 3, 41 °, a) and b) can be entrusted to a third party. To this end, it can complement or clarify the requirements of sections 29 to 32.
3 ° the exercise of the function of management referred to in article 3, 41 ° c) cannot be entrusted to a third party only with, inter alia, compliance with the conditions set out below.
(a) the exercise of that function can be awarded only to a company subject to a regime of prudential supervision. It must have an administrative, accounting, financial and technical organization appropriate to the nature of the management functions which the exercise is entrusted to him and to the category of investments permitted for which managed OPCA has opted. Administrators and people who actually provide the effective management must possess the required professional repute and appropriate expertise to perform these functions.

(b) the exercise of that function can be awarded only to a company established in Belgium.
c) by derogation from point a) above and without prejudice to the application of point b) above, in regards the OPCA number fixed shares, the exercise of the function of accounting management referred to in article 3, 41 °, c), i) may be awarded to an auditor approved, a chartered accountant or an accountant. It shall carry out its activity in society and have an administrative, accounting, financial and technical organization appropriate to the nature of the functions the exercise of which is entrusted to him and to the category of authorized investments for which the OPCA has opted. Administrators and people who actually provide the effective management must possess the required professional repute and appropriate expertise to perform these functions.
The third party to whom the function of accounting management referred to in article 3, 41 °, c), i) is entrusted must submit sufficient independence of the Commissioner. The provisions of articles 183bis to 183sexies of the royal decree of 30 January 2001 implementing the companies Code it shall apply mutatis mutandis.
(d) the exercise of the functions of management referred to in article 3, 41 °, c i), iii), iv) and ix) cannot be given or provided by the depositary of the OPCA managed, nor any other undertaking whose interests may conflict with those of the OPCA managed or with those of the participants.
4 ° where the exercise of the functions of management is entrusted to a company governed by the law of a non-Member State of the European economic area, this company must be submitted in its original state to supervision equivalent to that referred to the item 2 °, has) and is carried out in a way permanent by a public authority. Cooperation between the supervisory authorities concerned must be ensured through collaborations.
5 ° the prospectus of the OPCA should indicate the management functions that the OPCA management company has entrusted to a third party.
§ 2. When a third person who was entrusted with the exercise of certain management functions according to the § 1 itself uses a third party to ensure the exercise of management functions that it has been given, the provisions of § 1 are applicable.
With regard to the OPCA who opted for the category of authorized investments referred to in article 183, paragraph 1, 3 °, the King shall determine, by order made on the advice of the FSMA, the conditions under which the delegation by the third party referred to in paragraph 1 of hardware-related tasks management functions referred to in article 3, 41 °, c) may derogate from paragraph 1.
TITLE II. -Special conditions for the exercise of the activity, chapter I. -Changes in the structure of capital art. 321 § 1. Without prejudice to articles 24 and 316 and the Act of 2 May 2007, any physical or legal person acting alone or in concert with others, who took the decision to acquire, directly or indirectly, a qualifying holding in a company's management of OPCA under Belgian law, to carry out, directly or indirectly, to an increase of the qualifying holding in a management of OPCA under Belgian law firm in such a way that the proportion of voting or equity rights held reaches or exceeds the thresholds of 20%, 30% or 50% or the OPCA management company to become its subsidiary is required to notify in writing prior to the FSMA the amount envisaged his participation and relevant information referred to in § 3 paragraph 3.
§ 2. Diligently, and in any event within a period of two working days after receipt of the notification and the full information referred to the § 1, as well as following the possible subsequent receipt of the information referred to in paragraph 3 of this subsection, the FSMA acknowledges receipt in writing to the proposed acquirer. The acknowledgement indicates the expiration of the evaluation period.
The evaluation period available to the FSMA to carry out the assessment referred to in § 3 is maximum sixty working days from the date of the acknowledgement of receipt of the notification and all documents required with the notification on the basis of the list referred to in § 3, paragraph 3.
The FSMA may, during the assessment period, no later than the fiftieth working day of the assessment period, request additional information necessary to carry out its assessment. This request is made in writing and specifies additional information necessary.
During the period between the date of the request for information by the FSMA and the receipt of a response from the proposed acquirer to this request, the evaluation period is suspended. This suspension cannot exceed 20 working days. The FSMA may make, beyond the date limit determined in accordance with the preceding paragraph, to other applications to collect additional information or clarification, without these applications do however place a suspension of the evaluation period.
The FSMA may wear the suspension referred to in paragraph 4, to 30 working days: a) if the proposed acquirer is established outside the European economic area, or reports of non-Community rules; (or b) if the proposed acquirer is a natural or legal person who is not subject to supervision under Directives 2011/61/EU, 2006/48/EC, and 2009/65/EC, Directive 92/49 / EEC of 18 June 1992 on the coordination of laws, regulations and administrative provisions relating to direct insurance other than the third life assurance Directive "insurance non-life") of Directive 2002/83/EC of the European Parliament and of the Council of 5 November 2002 concerning direct insurance life, of Directive 2004/39/EC or of Directive 2005/68/EC of the European Parliament and of the Council of 16 November 2005 on reinsurance.
§ 3. The FSMA may, during the period of assessment referred to in § 2, if opposition to the achievement of the acquisition if it has reasonable grounds to consider, on the basis of the criteria laid down in paragraph 2, that the acquirer does not the qualifications with regard to the need to ensure a sound and prudent management of the OPCA management company or if the information provided by the proposed acquirer is incomplete.
In making the assessment of the notification and the information referred to the § 1, and of the additional information referred to in § 2, the FSMA appreciate, in order to ensure sound and prudent management of the OPCA management company covered by the proposed acquisition and taking account of the likely influence of the proposed acquirer on the OPCA management company, the suitability of the proposed acquirer and the financial soundness of the proposed acquisition against all of the following criteria (: a) the reputation of the candidate purchaser;
b) professional repute and the expertise of any person referred to in article 25, which will ensure the direction of the activities of the OPCA management as a result of the proposed acquisition company;
(c) the financial soundness of the proposed acquirer, in particular in relation to the type of business pursued and envisaged in the OPCA management company covered by the acquisition being contemplated;
(d) the capacity of the society of management of OPCA meet and continue to meet the prudential requirements arising from this Act and took orders in pursuance thereof, in particular the point whether the group to which it belongs has a structure that allows effective monitoring, to actually exchange information between the competent authorities and to determine the sharing of responsibilities among the competent authorities;
e) the existence of reasonable grounds to suspect that a transaction or an attempt of laundering of capital and financing of terrorism within the meaning of article 1 of Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of laundering of capital and financing of terrorism is in progress or has occurred in relation to the proposed acquisition , or that the proposed acquisition could increase the risk.
The FSMA publishes on its website a list specifying the relevant information, proportionate and adapted to the nature of the proposed acquirer and the proposed acquisition, which are necessary to carry out the assessment and that must be communicated to him at the time of the notification referred to the § 1.
If the FSMA decided to oppose the proposed acquisition, at the end of the assessment, it shall notify in writing to the proposed acquirer, within a period of two working days, and not exceeding the assessment period. An appropriate statement of the reasons for the decision may be made available to the public at the request of the proposed acquirer.
If, at the end of the evaluation period, the FSMA did not oppose the proposed acquisition, it is deemed approved.
The FSMA may fix a maximum period for concluding the proposed acquisition and extend it where appropriate.
§ 4. The FSMA makes the assessment referred to in § 3 in full consultation with any other competent authority, or, as appropriate, with the Bank, if the proposed acquirer is: has) a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, a management company of undertakings for collective investment that meet the conditions of Directive 2009/65/EC or an OPCA management company authorised in another Member State , or, as appropriate, by the Bank; or

(b) the parent undertaking of a company with one of the qualifications referred to in the a); or c) a natural or legal person controlling a company with one of the qualifications referred to in the a).
In the cases referred to in the preceding paragraph, any decision of the FSMA refers to any notice or reservations expressed by the competent authority of the proposed acquirer, or, as appropriate, by the Bank.
When the prudential assessment of a proposed acquisition falls within the competences of the supervisory authority of credit institutions, insurance undertakings, reinsurance undertakings, investment firms, undertakings for collective investment management companies or collectives of OPCA of another State Member, FSMA Exchange any essential or relevant information for the assessment as soon as possible, with this authority. In this context, it shall communicate on request all relevant information, on its own initiative all essential information.
§ 5. Any natural or legal person who has taken the decision to stop holding, directly or indirectly, a qualifying holding in a management of OPCA company notifies in writing prior to the FSMA and shall communicate the proposed amount of its participation. Such a person shall notify the same to the FSMA its decision to reduce his qualifying holding so that the proportion of voting rights or owned capital shares fall below thresholds of 20%, 30% or 50%, or that the OPCA management company cease to be his subsidiary.
§ 6. Without prejudice to articles 24 and 316 and the Act of 2 May 2007, any physical or legal person acting alone or in concert with others, which acquired, directly or indirectly, a stake in a company's management of OPCA under Belgian law, or who carried out, directly or indirectly, to an increase of its stake in a Belgian law OPCA management company such as the proportion of voting or equity rights held reaches or exceeds 5% of the voting rights or capital, without so far holding a qualifying, is obliged to notify in writing to the FSMA within a period of ten working days after the acquisition or the increase of the holding.
The same notification is required within a period of ten working days of any physical or legal person who has ceased to hold, directly or indirectly, alone or acting in concert with others, a participation of more than 5% of the capital or of the voting rights of a company's management of OPCA, which does not constitute a qualifying holding.
The notifications referred to in paragraphs 1 and 2 indicate the precise identity of the buyers, the number of shares acquired or transferred and the percentage of the voting rights and of the management of detained OPCA after company capital acquisition or transfer, as well as the necessary information the list is published by FSMA on its website in accordance with § 3 paragraph 3.
§ 7. Management of OPCA companies communicate to the FSMA, as soon as they have knowledge, acquisitions or dispositions of their securities or shares that cause upward or down one of the thresholds referred to the § 1, paragraph 1.
Under the same conditions, they shall communicate to the FSMA, once a year at least, the identity of shareholders or associates who have, directly or indirectly, acting alone or in concert, participations in their capital, as well as the proportion of the capital and thus held voting rights.
They communicate the same to the FSMA the proportion of shares and voting rights y related including the acquisition or disposition them is declared in accordance with article 515 of the Code of corporations in cases where the statutes do not prescribe their declaration to the FSMA.
S.
322 when FSMA has grounds for considering that the influence exerted by a natural or legal person owning, directly or indirectly, a qualifying holding in a management of OPCA company is likely to endanger its sound and prudent management, and without prejudice to the other measures provided for by this Act, the FSMA may: 1 ° suspend the exercise of the voting rights attached to shares held by the shareholder or the shareholder in question; It may, at the request of any interested person, grant the lifting of the measures ordered by it; its decision shall be notified in the manner most appropriate to the shareholder or the shareholder in question; his decision is binding as soon as it has been notified; the FSMA may make its decision public;
2 ° give injunction to the shareholder or the shareholder subject to transfer, within the time limit laid down of shareholder rights it holds.
Assignment within the time limit, the absence of the FSMA may order the receivership of the fees associated with such institution or person it shall determine. The receiver gives knowledge to the management of OPCA Corporation which amends accordingly the register of shares or sell personal and that accepts the exercise of rights attached thereto by the only receiver. It is in the interests of a healthy and prudent management of the OPCA management company and the holder of the rights of the shareholders were the subject of the receiver. It exercises all the rights attached to the shares or of the shareholders. Them are collected by him in respect of dividend or otherwise are provided by him to the supra holder if it has complied with the injunction referred to in paragraph 1, 2 °.
Subscription to increases of capital or other securities conferring or the right to vote, the option of dividend payable in the company's securities, the response to public purchase or Exchange offers and the release of not fully released titles are subordinated to the supra cardholder agreement. Rights of shareholders acquired under these operations are, of right, the object of the above intended receiver.
The remuneration of the receiver is set by the FSMA and is dependent of the supra holder. The receiver may charge such remuneration on the amounts that are paid to him in his capacity as receiver or by the supra holder for the purpose or as a consequence of the transaction referred to above.
CHAPTER II. -Direction and leadership art. 323. the statutes of the OPCA management company may authorize the Board of Directors to delegate part or all of the powers referred to in article 522 § 1, paragraph 1 of the Code of corporations to a Steering Committee formed in his breast, he appoints and dismisses members and which it determines the remuneration.
However, this delegation cannot wear on general policy or the acts reserved to the Board of directors by the other provisions of the Code of corporations.
S. 324 management companies previously inform the FSMA by the proposal of appointment of members of the legal Board of Directors and the members of the Committee of management or, in the absence of Management Committee of those responsible for the effective management, as well as officials of the independent control functions.
In the context of the information required under paragraph 1, management companies communicate to the FSMA all documents and information to assess if the persons whose appointment is proposed have the required professional repute and the appropriate expertise in the performance of their duties in accordance with article 317.
Paragraph 1 is also applicable to the proposal for renewal of the appointment of persons who are covered as well as the non-renewal of appointment, dismissal or resignation.
The appointment of the persons referred to in paragraph 1 is subject to the prior approval of the FSMA.
When it comes to the appointment of a person who is proposed for the first time to a function referred to in paragraph 1 in a financial company controlled by the FSMA in accordance with article 45, § 1, 2 °, of the law of 2 August 2002, the FSMA previously consulted the Bank. The Bank shall communicate its opinion to the FSMA within a period of one week from the receipt of the request for an opinion.
Management companies shall inform the FSMA for the possible distribution of tasks between members of the legal body of Directors and persons responsible for the effective management, as well as of significant changes in the distribution of tasks.
S. 325. § 1. Administrators or directors of a company's management of OPCA and all persons who under any name and in any capacity whatsoever, take part in the administration or the management of the company can, in representation of the OPCA management company, exercise warrants administrator or Manager or take part in the administration or management within a corporation or commercial a business of another form of Belgian or foreign or public institution Belgian or foreign law, business industrial, commercial or financial, to the conditions and within the limits laid down in this article.
§ 2. The external functions referred to the § 1 are governed by internal rules that the OPCA management company must adopt and enforce to pursue the following objectives: 1 ° prevent the exercise of these functions by persons involved in the actual direction of the OPCA management company is infringing the availability required for the exercise of this direction;
2 ° prevent in the head of the OPCA management company the occurrence of conflicts of interests and the risks

which attach to the exercise of these functions, especially in terms of insider trading;
3 ° ensure appropriate publicity of these functions.
The FSMA establishes the terms of those obligations by means of regulations in accordance with article 64 of the law of 2 August 2002.
The King may, by order made on the advice of the FSMA, amend the regulation thus adopted, or take himself that regulation where the FSMA remains in default.
§ 3. Corporate officers appointed on presentation of the OPCA management company shall be individuals who are involved in the effective management of the management company or persons designated by it.
Administrators not involved in the actual direction of the OPCA management company cannot be a Director of a company in which the management company has a participation if they do not participate in the day-to-day management.
People who participate in the actual direction of the OPCA management company cannot exercise a mandate with an involvement with the day-to-day management as if it is a company referred to in article 89, § 1 of Regulation No. 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms and amending the Regulation (EU) No. 648/2012 with which the management company has to close links of an undertaking for collective investment in statutory form, a heritage society in which such persons or their families hold as part of the normal management of their heritage significant interest or a society in which these people are unique leaders and whose activity is confined to management services to the abovementioned companies or the activity of a heritage society.
§ 4. The OPCA management company shall notify without delay to the FSMA functions outside the management company by the persons referred to the § 1 for the purposes of the control of compliance with the provisions laid down in this article.
S. 326. in the case of bankruptcy of a company's management of OPCA, are void and without effect relatively to the mass, the payments made by the company, or in cash, or otherwise, to its directors or managers, as directors or other bonuses, during the two years preceding the time determined by the tribunal as being that of the cessation of payments.
Paragraph 1 does not apply if the tribunal recognizes that no fault serious and characterized these people contributed to the bankruptcy.
CHAPTER III. -Mergers and transfers between funds management companies alternative art.
327 are subject to the authorisation of the FSMA: 1 ° mergers between OPCA or between such companies and other financial institutions management companies;
2 ° the transfer between management companies OPCA or between such companies and other financial institutions of the whole or a part of their activity.
The FSMA cannot refuse the authorization within three months of prior notification which has been made of the project and for reasons specific to the sound and prudent management of the OPCA management companies concerned. If it is not involved in the above deadline, permission is deemed to be earned.
S. 328. any total or partial assignment between management companies OPCA or between such companies and other financial institutions of the rights and obligations resulting from the operations of the companies or institutions concerned, and authorized in accordance with article 328, is enforceable against third parties upon publication in the Moniteur belge of the authorization of the FSMA.
CHAPTER IV. -Obligations and prohibitions s. 329. the OPCA management company cannot, unless authorized by the FSMA, hold stakes in commercial companies or who borrowed the form of a commercial company.
This prohibition does not apply to investments in companies engaged in whole or in part the activities referred in article 3, 41 ° and 43 °, or participations in companies whose activity consists exclusively of the holding of shares in such companies.
S. 330. by order made on the advice of the FSMA, the King may further clarify and complete the requirements relating to the rules of conduct and conflicts of interest, established by articles 37, 39, 44, 45 and 46 and regulation 231/2013 as the management company is bound in the exercise of its functions of management referred to in article 3 41 °, taking into account where appropriate the nature of the function of management concerned and the category of authorized investments, so that managers of OPCA requirements similar to those applicable to the management companies of undertakings for collective investment that meet the conditions of Directive 2009/65/EC.
S.
331. the OPCA management companies shall establish procedures to deal with complaints by investors.
The King said, by order made on advice of the FSMA, the obligations of the OPCA management companies in this regard.
Chapter V. - Coefficients regulatory s.
332 § 1. The FSMA determines, by way of regulation, solvency, liquidity and risk concentration standards, and other standards of limitation to be respected by the collectives of OPCA. The standards referred to in this paragraph may be both quantitative and qualitative in nature.
§ 2. Without prejudice to the provisions of § 1, the OPCA management companies should have a policy regarding their requirements for own funds that is appropriate to the activities they operate or propose to exercise. The persons responsible for the effective management of the OPCA management company, where appropriate Management Committee, develop for this purpose, under the supervision of the legal Board, a policy that identifies and determines the equity the company's current and future needs, taking into account the nature, volume and complexity of these activities , risk is related to the company's risk management policy. The management company regularly assesses its policy regarding its capital needs and adapts if necessary this policy.
The FSMA may, by regulation, specify the frequency for this assessment.
§ 3. When the FSMA believes that politics of a management company OPCA concerning its own funds requirement does not meet the risk profile of the company, it can, without prejudice to the provisions of article 360, the objectives of this Act, impose requirements for solvency, liquidity, concentration of risk and of positions at risk who are in addition to those referred to the § 1.
It may, by regulation, set the criteria and procedures that it applies to this effect.

§ 4. The FSMA determines, by regulation, the information that the OPCA management companies must publish on their situation solvency, liquidity, concentration of risk and other risk positions, as well as on their policy regarding their capital needs.
It also defines the terms and the frequency of publication of such information.
§
5. The regulations referred to in this article are taken in accordance with article 64 of the Act of 2 August 2002 on the supervision of the financial sector and financial services.
§ 6.
FSMA may, in special cases, authorize, within the limits of European legislation, derogations from the provisions of the regulations made pursuant to this section.
CHAPTER VI. -Periodic information and accounting rules art. 333. the OPCA management companies shall communicate periodically to the FSMA a detailed financial situation. It is established in accordance with the rules laid down by regulation of the FSMA, taken in accordance with article 64 of the law of 2 August 2002, which determines the frequency and mode of communication. In addition, the FSMA may prescribe the regular reporting of other encrypted information or descriptive necessary verification of compliance with the provisions of this part or of the orders and regulations adopted in implementation thereof.
The actual direction of the OPCA management company, appropriate Management Committee, said to the FSMA conform the above periodic States forwarded to him by the company at the end of the first half of social and at the end of the financial year, accounting and inventory.
Periodic financial statements (a) must be complete and include all the data contained in the accounts and inventories on the basis of which they are established, and (b) must be correct and consistent exactly with accounts and inventories on the basis of which they are established. The actual direction confirms have made arrangements for the above States are established according to the applicable regulations of the FSMA, as well as by application of the rules of accounting and evaluation for the preparation of the annual accounts, or, in the case of periodic financial statements that do not relate to year end, by applying the rules of accounting and assessment that led to the establishment of the annual accounts relating to the last year.
The King shall determine, by order made on the advice of the FSMA, for the whole of the OPCA management companies: 1 ° rules that they keep their accounts, conduct assessments of inventory and establish and publish their annual accounts;
2 ° the rules with respect to the establishment, control

and the publication of their consolidated accounts, as well as for the preparation and publication of the reports of management and control these accounts consolidated.
It can in that end adapt, modify and supplement the rules made in pursuance of the law of 17 July 1975 on accounting firms and, in the conditions of articles 122, paragraph 1 and 123 of the Code of corporations, rules made in pursuance of articles 92 and 117 of the Code of corporations.
The FSMA may, in special cases, authorize derogations from the orders and regulations provided for in paragraphs 1 and 3.
The regulations provided for in this article shall be taken after consultation with the relevant professional associations.
Book III. -Management of foreign law firms title I:. -Special conditions for access to the arts activity 334 § 1.
Management of foreign law companies can manage a public OPCA under Belgian law subject to part III of this act as to condition 1 ° establish a branch in Belgium for the purpose of exercising such activities;
2 ° the FSMA received from competent authorities of the Member State of origin or reference of the company's management the notification containing the information referred to in articles 33, paragraphs 2 and 3 or 41, paragraphs 2 and 3 of Directive 2011/61 / EU; or in the case referred to in article 3, § 3 of Directive EU-61-2011, the management of the concerned OPCA company is subject in his home Member State under a regime which at least meets the requirements of section 110, FSMA has received the notification referred to in article 119.
§ 2. Apply the following provisions of book II: 1 ° articles 309, 310 and 311;
2 ° article 314: understanding that branches referred to in this book are mentioned in a special section of the list to this article;
3 ° article 316: with regard to the identity of the holders of the capital of the management company;
4 ° the articles 317 and 318: with regard to the leaders of the branch;
5 ° articles 319 and 320.
§ 3. The FSMA may refuse the registration of a branch if it considers that the protection of investors requires the incorporation of a company under Belgian law.
TITLE II. -Exercise of activity art.
335 § 1. Apply the following provisions of book II: 1 ° the articles 324 and 325, with regard to the leaders of the branch;
2 ° sections 246 and 330;
3 ° article 333.
§ 2. When the FSMA has grounds for considering that the influence exerted by a natural or legal person owning, directly or indirectly, a qualifying holding in a management company is likely to compromise has sound management and conservative branch, and without prejudice to other measures provided for in this Act, it may suspend for the duration as it determines or revoke the approval of the branch; the provisions of part V are applicable to these decisions.
Part v - control art. 336. without prejudice to articles 291-305, this Part applies in what concerns the provisions of parts I, II of book I of part III, and parts IV, VIII and IX.
Book I.
-control exercised by the FSMA title I:. -Provisions general article
337 § 1. The OPCA and managers which the Belgium is the home Member State are subject to the control of the FSMA.
§ 2. When a Manager and the Belgium is not the Member State of origin manages an OPCA under Belgian law or sells shares of OPCA in Belgium, the control of compliance with the following provisions falls under the FSMA: 1 ° in case where the Manager exercises its activities in Belgium through the establishment of a branch, articles 37, 39, 44, 45 and 46;
2 ° in case where the Manager manages a public OPCA, the provisions of Book III of part IV;
3 ° in case where the shares of a foreign law OPCA are offered publicly in Belgium, the provisions of title II of book I of part III.
§
3. Other entities to which the provisions of this Act and orders and regulations for its execution are applicable shall be subject to the control of the FSMA.
S. 338. § 1. The FSMA ensures that each entity referred to in article 337 operates in accordance with the provisions of this Act and the orders and regulations for its execution, insofar as they are applicable.
§ 2. Without prejudice to articles 340 and 341, FSMA may have access to all information and documents relating to the Organization, operation, the situation and operations of the persons affected section 337, as well as evaluation and the profitability of the heritage of an OPCA.
§ 3. Without prejudice to articles 340 and 341, it can conduct inspections on-site with the persons referred to in section 337, and take knowledge and copy, without moving, any information held by them, in order: 1 ° to verify compliance with the legal provisions and regulations relating to the status of management companies as well as accuracy and sincerity of the accounting and accounts annual as well as States and other information forwarded to him by the management company;
2 ° to verify compliance with the provisions of this Act and the orders and regulations for its execution, and the provisions of the financial rules or the statutes, as well as the accuracy and the sincerity of the accounting and annual accounts, as well as the annual and semi-annual reports and other information which are transmitted by the OPCA;
3 ° check the adequacy of the structures of management, administrative, accounting, financial and technical, as well as of the internal control of the OPCA and the management company and, in the case only of management companies, to check the adequacy of own funds requirements policy;
4 ° ensuring the management of the OPCA or the management company is sound and prudent and that its situation or its operations are not likely to endanger its liquidity, profitability or solvency and, in the case only of OPCA, to ensure that their management is not likely to endanger the rights attached to the securities;
5 ° check the character full and adequate information included in the prospectus, the key information for the investor and their updates, relating to an offer referred to in article 222, paragraph 1, as well as notices, advertisements and other documents that relate to a public offer of units of an OPCA, which announce such an offer or recommend it. In this case, the FSMA may conduct inspections on-site also to the offering, when it is not one of the persons referred to in this paragraph, as well as financial intermediaries who are involved or intervened in a public offering of shares of the OPCA.
§ 4. The FSMA may designate a reviewer and load it to prepare a special report on the Organization, the activities and the financial structure of a Manager, report whose preparation costs shall be borne by the concerned Manager.

§ 5. The provisions of articles 79 to 85 of the law of 2 August 2002 shall apply for the purposes of the exercise of the powers conferred on the FSMA by and under this Act.
§
6. The King determines the remuneration to be paid to the FSMA by the OPCA and management companies to cover the costs of checks.
S. 339. the OPCA public shall communicate periodically to the FSMA a detailed financial situation. It is established in accordance with the rules laid down by regulation of the FSMA, taken in accordance with article 64 of the law of 2 August 2002, which determines the content, frequency and mode of communication. In addition, the FSMA may prescribe the regular reporting of other encrypted information or descriptive necessary verification of compliance with the provisions of this Act and the orders and regulations adopted in implementation thereof.
The persons responsible for the effective management report to the FSMA that periodic financial statements referred to in paragraph 1 are consistent with accounting and inventories. These periodic financial statements (a) must be complete and include all the data contained in the accounts and inventories on the basis of which the periodic financial statements are established, and (b) must be correct and consistent exactly with accounts and inventories on the basis of which the periodic financial statements are prepared.
They confirm having made arrangements for the above States are based on the instructions in force of the FSMA, as well as by application of the rules of accounting and evaluation for the preparation of the annual accounts.
The FSMA may, in special cases, authorize derogations from the rules referred to in paragraph 1.
The regulations referred to in paragraph 1 is made after consultation with the relevant professional associations.
S. 340 § 1. Where the FSMA finds that (a) an OPCA; or (b) a Manager, including the Belgium is not the Member State of origin, which manages and/or markets OPCA in Belgium, operating or not through a branch, with not one of the provisions of this Act or of the orders and regulations which the FSMA is to monitor compliance, it requires that the entity concerned puts an end to the infringement and it shall inform the competent authorities of the Member State of origin.

§ 2. If the entity concerned refuses to provide to the FSMA of information under its responsibility or does not take the necessary steps to put an end to the infringement referred to in paragraph 1,

the FSMA shall inform the competent authorities of the Member State of origin.
§ 3. If, despite the measures taken by the competent authorities of the State member of origin under article 45, paragraph 5 of the Directive 2011/61/EU, or because such measures prove inadequate or are not available in the Member State concerned, the OPCA or Manager continues to refuse to provide the information requested by the FSMA in respect of section 338 , or continues to violate the laws or regulatory provisions referred to in paragraph 1, which are in force in Belgium, the FSMA may, after informing the competent authorities of the home Member State, take appropriate measures, including those provided for in articles 359 et seq., to prevent or sanction of new irregularities and, insofar as necessary prevent this OPCA or this handler to perform new operations in Belgium. When the function exercised in Belgium by a management company is to manage of OPCA, FSMA may require the replacement of the management company.
§ 4. When the FSMA is informed that a Manager under Belgian law, which manages or sells OPCA in the territory of another Member State, in operating or not through a branch refuses to provide the competent authorities of the host Member State the information under their responsibility or does not take the necessary steps to put an end to the violation of rules under the responsibility of the host Member State , it 1 ° takes all appropriate measures to ensure that the concerned Manager provide the information requested by the competent authorities of the host Member State or puts an end to the violation of the rules concerned.
2 ° request the information necessary for the competent monitoring authorities of third countries.
The nature of the measures referred to in 1 ° of the preceding paragraph shall be communicated by the FSMA to the competent authorities of the host Member State.
S. 341 § 1. If the FSMA has clear reason and demonstrable to believe that an OPCA or a Manager violating the obligations which its obligations under rules which another Member State has responsibility for overseeing compliance, it shall inform the competent authorities of the Member State of origin.
§ 2. If, despite the measures taken by the competent authorities of the Member State of origin or because such measures prove inadequate, or because the Member State of origin has not acted within a reasonable time, the OPCA or Manager continuing to act in a manner clearly prejudicial to the interests of the investors of the OPCA concerned financial stability or integrity of the Belgian market , the FSMA may, after informing the competent authorities of the home Member State, take all appropriate steps to protect investors from the concerned OPCA, financial stability and the integrity of the Belgian market, including prohibiting the OPCA or manager designated to continue to market shares of the OPCA concerned in Belgium.
§ 3. The FSMA takes appropriate measures, where appropriate by requesting additional information to the supervisory authorities concerned to third countries, if the competent authorities of the Member State of reception of a Manager under Belgian law inform the FSMA they have reason to believe that Manager violates the obligations imposed on him under a provision which the FSMA is responsible for monitoring compliance.
§ 4. The procedure established in paragraphs 1 and 2 apply also if the FSMA has clear and demonstrable grounds to challenge the approval of an OPCA or a manager established in a third country by the reference Member State.
S. 342. when the FSMA is in disagreement with one of the measures adopted by other authority competent under articles 340 and 341, it may bring the matter to the attention of the ESMA.
S. 343 § 1. Without prejudice to articles 37, 39, 44, 45, 46 and 245 so that provisions of the regulation 231/2013 relating to the rules of conduct and conflict of interest, the FSMA knows relationships between the OPCA and a committed participant in the extent required for the control of the OPCA.
§ 2. Without prejudice to articles 37, 39, 44, 45, 46, 245 and 330 so that provisions of the regulation 231/2013 relating to the rules of conduct and conflict of interest, the FSMA knows relationships between the OPCA management company and a specific client or an OPCA managed only to the extent required for the control of the OPCA management company.
TITLE II. -Control on a consolidated basis article
344. This chapter shall apply to the managers of Belgian law.
S. 345 § 1. For the purposes of this article: 1 ° notions of "sole or joint control" and "consortium" agree in the direction of their definition in the rules relating to the annual accounts and consolidated accounts collectives of OPCA taken pursuant to article 333, paragraph 4;
2 ° is meant by "financial company" a financial institution whose subsidiary undertakings are exclusively or mainly one or more institutions of credit, investment firms, undertakings for collective investment management companies, managers of OPCA or financial institutions, one at least of such subsidiaries being a credit institution, an investment firm, a management company of undertakings for collective investment that meet the conditions of the Directive 2009/65 / EC or OPCA handler , and is not a financial holding company mixed within the meaning of article 3, 39 ° of the Act of April 25, 2014, of article 95bis of the law of 6 April 1995, article 91octiesdecies of the law of 9 July 1975, article 98 of the Act of February 16, 2009 and section 241 of the Act of August 3, 2012;
3 ° is meant by "controller on consolidated basis" the competent authority responsible for supervision on consolidated basis of OPCA handlers in the European Union which are parent undertakings, as well as the OPCA handlers controlled by mothers financial companies in the European Union.
Enterprise groups comprising a credit institution, an investment firm, a management company of undertakings for collective investment that meet the conditions of Directive 2009/65/EC, an insurance undertaking or a reinsurance undertaking are subject, with respect to the supervision of the group, to the provisions of sections Ire, II and IV of book II, title III , chapter IV of the Act of April 25, 2014, of article 95 of the Act of 6 April 1995, article 241 of the law of August 3, 2012, chapter VIIbis of the law of 9 July 1975 or title VIII of the Act of February 16, 2009.
Enterprise groups comprising agreement of OPCA and comprising no credit institution, investment firm, of undertakings for collective investment management company which meet the conditions of Directive 2009/65/EC or of insurance undertaking or of reinsurance are subject to the provisions of this article.
§ 2. When a handler OPCA is a parent company, it is subject to the control of the FSMA consolidated based on all that it forms with its Belgian and foreign subsidiaries.
The control on consolidated basis focuses on the financial situation, on the management, organization and management procedures risks and management of liquidity of all consolidated, and on the influence exerted by the companies included in the consolidation on other companies. The King may extend control over consolidated in other areas provided for by the Directives of the European Union.
The proportions and limits provided for in §§ 1 to 3 of article 332 may be imposed on the basis of the consolidated situation of the Manager of OPCA and its subsidiaries.
For the purposes of the control on consolidated basis, OPCA managers concerned shall communicate periodically to the FSMA consolidated financial situation. The FSMA determines, after consultation with the relevant professional associations, rules of this situation, and particularly the rules relating to the scope of consolidation, the modes of inclusion in the consolidation and the frequency of communication of these situations.
When she deems it necessary for prudential supervision, the FSMA may require that companies which are not subsidiaries but in which the OPCA handler holds a participation, or with which she has another link capital are included in the consolidation.
The FSMA may prescribe or require concerned OPCA managers, their subsidiaries and other companies included in the consolidation, communicated to all relevant information for the exercise of control over consolidated database. The FSMA may, for the purposes of this control, carry out or have carried out, at the expense managers concerned, by authorized Auditors or, if applicable, by foreign experts approved by it for this purpose, the on spot verification, in all undertakings included in the consolidation, information received in the context of the control on consolidated basis. The FSMA does or doesn't conduct an audit from an undertaking established in another Member State of the EEA European that after notifying the supervisory authority of the State and unless this authority shall itself this check or allow that a reviewer or an expert there is. If the FSMA does not itself audit,

It can nevertheless be involved, if it considers it desirable.
The control on consolidated basis does not control on an individual basis by the FSMA, companies included in the consolidation.
The control on consolidated basis shall not prejudice control, on an individual basis, of the OPCA managers included in the consolidation. It may however be taken into account to determine the content and form of the supervision on an individual basis of the OPCA or handlers control sub-consolidated of an OPCA Manager that is a subsidiary of another manager of OPCA based implications of the control on consolidated basis.
The King may determine the conditions in which foreign Belgian companies included in the consolidation of a manager of OPCA may be required to provide information to the competent foreign authority for the control of this handler on consolidated basis and may subject to verification on the spot by this authority or editors or experts authorised by it information which was transmitted.
§ 3. When a handler OPCA forms a consortium with one or more other undertakings, it is subject to the control on consolidated basis covering the companies forming the consortium and their subsidiaries.
The provisions of § 2 shall apply.
§ 4. Any manager of OPCA, which the parent company is a financial, Belgian or foreign company of a Member State of the European economic area, is subject to supervision on the basis of the financial situation consolidated financial company.
This surveillance focuses on the materials referred to in the second and third paragraphs of § 2. The King may define, adjust and complement this monitoring practices specifying what other provisions of this Act are applicable to the financial companies therefor.
Any manager of OPCA, which the parent undertaking is a financial holding company are not related to a Member State of the European economic area, is subject to supervision on the basis of the consolidated financial statements of the financial company, according to the rules defined by the King.
§ 5. Undertakings that control, solely or jointly with others, a manager of OPCA, as well as the subsidiaries of these companies are obliged, if these companies and these subsidiaries do not fall within the scope of articles 2, 3 and 4 concerning the control on consolidated basis or within the scope of article sections Ire, II and IV of book II , title III, chapter IV of the Act of April 25, 2014, of article 95bis of the Act of 6 April 1995, article 241 of the law of August 3, 2012, article 98 of the Act of February 16, 2009 or article 91octiesdecies of the law of 9 July 1975, to communicate to the FSMA and the competent foreign authorities information and information relevant to the exercise of supervision of managers of OPCA these companies control.
Such a duty of disclosure of information is also applicable to companies which, although being subsidiaries of a handler of OPCA, or of a financial holding company, are not included in the supervision on consolidated basis. When the subsidiary in question is a manager of OPCA, FSMA or the competent foreign supervisory authority for the control of the said subsidiary may require that the undertaking of investment-mother or parent financial company communicates information and information requirements as relevant for the purposes of monitoring of the said subsidiary.
The King determines: a) the terms and conditions of the obligations under paragraphs 1 and 2, as well as audits on-site information and intelligence they intend;
(b) those of the penalties provided for by articles 361 and 365 that are applicable in the event of breach of obligations by the undertakings referred to in paragraphs 1 and 2 of this subsection.

§ 6. The King rule, for the rest, supervision on a consolidated basis in accordance with the provisions of Directive 2006/48/EC;
§ 7. The FSMA may, in special cases, authorize derogations from the orders and regulations made under this section.
Book II. -Cooperation between authorities art. 346 § 1. The FSMA cooperates with the competent authorities of the other Member States, as well as with ESMA and the ESRB, whenever this is necessary for the performance of tasks assigned to it in the title of the Act and the orders and regulations for its execution, or the exercise of the powers conferred by this Act and the orders and regulations for its execution.
§ 2. The FSMA facilitates the cooperation provided for in this title.
§ 3. The FSMA exercises its powers for purposes of cooperation, including where an investigation practices do not constitute a violation of a statutory provision under Belgian law.
§ 4. The FSMA shall immediately communicate to the competent authorities of the other Member States and the ESMA information required for the purposes of the performance of the tasks assigned to them in respect of national legislation adopted for the transposition of Directive EU-61-2011.
The FSMA, as the competent authority of the Member State of origin, shall forward a copy of the modalities of cooperation that it has concluded with the authorities of countries in accordance with articles 94, 139 or 153 monitoring, § 2, the concerned Manager home Member States. In accordance with the procedures in connection with the technical standards applicable regulations referred to in article 35, paragraph 14, in article 37, paragraph 17, or article 40, paragraph 14, of the Directive 2011/61 / EU, the FSMA transmits the information it has received for supervisory authorities from third countries in accordance with the terms of cooperation agreements with these supervisory authorities about the Manager or as appropriate, in accordance with article 340 § 3, or 341, § 1, the competent authorities of the Member State of the concerned Manager home.
When the FSMA, as competent authority of the host Member State, considers that the content of the cooperation arrangements concluded by the Member State of origin of the appropriate manager with supervisory authorities from third countries in accordance with the national legislation adopted for the transposition of articles 35, 37 or 40 of Directive 2011/61 / EU is not in conformity with the requirements of the technical standards for applicable regulatory It may bring the matter to the attention of the ESMA.
§
5. When the FSMA has clear and demonstrable grounds to suspect that acts violating the provisions of the Directive EU-61-2011 are or were committed by a Manager or other entity subject to the provisions of Directive EU-61-2011, which is not subject to its supervision, it shall notify ESMA and the competent authorities of the Member States of origin and home of the entity concerned in a way as detailed as possible.
When the FSMA receives a notification referred to in article 50, paragraph 5, of Directive EU-61-2011 it takes appropriate measures, expressed these measurements to the ESMA and the competent authority which carried out the notification and, insofar as possible, communicates to them the important developments in the meantime.
This paragraph does not prejudice the competences of the FSMA.
§ 6. The FSMA communicates to the competent authorities of other Member States the information useful to follow the potential consequences of activities managers individually, or collectively, managers on the stability of financial institutions that are systemically important, and on the proper functioning of markets on which managers are active, and to respond to these consequences. ESMA and the ESRB shall also be notified.
§ 7. Subject to the conditions set out in article 35 of Regulation No 1095/2010, FSMA communicates to the ESMA and the ESRB of aggregated information on the activities of managers who are under its responsibility.
S. 347. § 1.
With regard to the transmission of personal data between authorities, the FSMA applies the law of 8 December 1992 relative to the protection of privacy with regard to the processing of personal data.
§ 2. The data are kept for a maximum period of five years.
S. 348 § 1. The FSMA may require the cooperation of the competent authorities of another Member State as part of a monitoring or for the purposes of an audit activity on the spot or in an investigation on the territory of that other Member State in the context of the powers that are conferred under the present law.
Article 77A, § 1, 2 °, paragraph 3, 3 °, §§ 2 and 3, 1 ° and 3 ° of the law of 2 August 2002 is applicable.
S. 349. in the event of a disagreement between the FSMA and the competent authorities of another Member State on an assessment, action or omission attributable to a competent authority in areas where the 2011/61/EU Directive requires cooperation or coordination between the competent authorities more of a Member State, the FSMA may bring the matter to the attention of the ESMA.
Book III. -Control assimilated art. 350. this book is exclusively applicable: 1 ° to the public OPCA under Belgian law, managed or unmanaged by company management, and management of Belgian law companies that manage public OPCA;
2 ° to branches of foreign management companies, which manage public OPCA under Belgian law; and 3 ° to the extent provided by the King, to the OPCA institutional or private under Belgian law, whether or not managed by a

company management, and management of Belgian law companies that manage private and institutional OPCA.
S. 351. § 1. Persons referred to in article 350 are required to appoint a Commissioner who shall exercise the Commissioner missions provided for in the Code of corporations.
The Commissioner functions provided by the Code of corporations may be entrusted to one or more approved Auditors or one or more firms of Auditors approved by the FSMA in accordance with article 353.
The persons referred to in article 350 may designate alternate Commissioners who perform the duties of Commissioner if sustainable prevented from their holder. The provisions of this article and article 352 shall apply to these substitutes.
Commissioners appointed pursuant to this section as appropriate, certify the consolidated accounts of the OPCA management company.

§ 2. Article 141, 2 ° of the companies Code is not applicable to the OPCA and management companies.
The provisions of the companies Code applicable to the appointment, remuneration, resignation, revocation and the powers of the Commissioner of corporations governed by the Code of corporations are applicable to the Commissioner-designate in a mutual fund.

§ 3. An OPCA cannot have the same Commissioner as that of the management company that runs it.
In case the Commissioner functions are performed by authorized Auditors, the preceding paragraph shall not apply, provided that: 1 ° the company approved reviewers concerned is represented by two separate Chartered Auditors; and (2) appropriate functional independence exists between these two approved reviewers.
§ 4. By way of derogation to article 79, § 1 of the law of 22 July 1953, article 458 of the Criminal Code is not applicable in the case of transmission of information between (a) the Commissioner of an OPCA and Commissioner of the entity to which it has entrusted the performance of functions of management in accordance with article 29;
(b) the Commissioner of an OPCA and Commissioner of the management company that manages it; and (c) the Commissioner of the OPCA management company and the Commissioner of the entity to which the management company has entrusted the execution of functions of management in accordance with article 29.
S. 352. licensed Auditors companies provided for in article 351 through an auditor designated by them in accordance with article 33, § 2, of the Act of 22 July 1953 Commissioner duties. The provisions of this Act and the orders and regulations for its implementation and those relating to the appointment, functions, obligations and prohibitions of Auditors as well as to sanctions, other than criminal, which are applicable to the latter, apply both reviewers and companies chartered reviewers representing them.
An approved firm of Auditors may designate one alternate among its members fulfilling the conditions to be designated representative.
S. 353 the FSMA stops, under approval of the Minister of finance and Minister of Economic Affairs, the approval of reviewers and Auditors companies regulations.
The regulation for the approval is taken after consultation of the Chartered Auditors represented by their professional organization.
The Institute of Auditors informs the FSMA for the opening of any disciplinary proceedings against an auditor or auditors authorized for breaches committed in the exercise of its functions from an OPCA or a management company.
S. 354. the designation of Auditors and alternate auditors from the persons referred to in article 350 is subject to the prior agreement of the FSMA. This agreement must be collected by the social body that made the proposal for designation. In case of designation of authorized Auditors, the agreement covers joint society and his representative and, where appropriate, on its alternate representative.
The same agreement is required for the renewal of the mandate.
When, under the Act, the appointment of the Commissioner is made by the president of the commercial court or the Court of appeal, they make their choice from a list of Auditors registered with the agreement of the FSMA.
S. 355 the FSMA may, at any time, revoke, by decision motivated by reasons relating to their status or the exercise of their duties of Auditor company approved reviewers, such as provided by or under this Act, the given agreement according to article 354, a Commissioner, a Deputy Commissioner, a firm of réviseurs authorised or a representative or representative acting such a society. This revocation puts an end to the duties of Commissioner.
In case of resignation of a Commissioner, the FSMA and the management company shall previously be notified, and the reason for the resignation.
The approval referred to in article 353 regulations regulates the procedure.
In the absence of a Deputy Commissioner or a Deputy Representative of authorized Auditors, the person referred to in article 350 or the approved firm of Auditors provides, in respect of article 354, replacement within two months.
The proposal for revocation of the Commissioner in the OPCA mandates and management companies, such as regulated by articles 135 and 136 of the Code of corporations, is subject to the opinion of the FSMA. This notice is provided to the General Assembly.
S. 356. § 1.
If a feeder does not have the same Commissioner that his master, the two Commissioners conclude an agreement for the exchange of information in order to ensure the successful completion of their respective obligations, including with regard to the steps taken to comply with the requirements of § 2.
The King, by order made on the advice of the FSMA, determines the content and the terms of the agreement referred to in paragraph 1.

§ 2. In his report, the Commissioner of the feeder takes into account the report of the Commissioner of the master.
If the feeder and the master have different accounting periods, the master Commissioner establishes an ad hoc report on the date of closing of the feeder.
The Commissioner of the feeder has report on any irregularities reported in the report of the Commissioner of the master and its impact on the feeder.
§ 3. When they conform to the requirements set out in this section and in the provisions taken for execution, or the Commissioner of the master or one of the feeder are regarded as infringing a any rule restricting the disclosure of information or in connection with the protection of data, such as article 458 of the penal Code, article 79 of the law of 22 July 1953, or the Act of 8 December 1992 on the protection of privacy with regard
treatment of personal data, or a any provision restricting the disclosure of information or in connection with the protection of data, as this provision is provided by a contract or by a law. The fact comply with those requirements does, for the Commissioner or any person acting on behalf, no liability of any kind.
S. 357 § 1. The Commissioners are working together to the control exercised by the FSMA, under their personal and exclusive responsibility and in accordance with this section, the rules of the profession and to the instructions of the FSMA. To this end: 1 ° they assess internal control measures adopted by the OPCA and collectives in accordance with article 26, and they communicate their findings to the FSMA.
2 ° with respect to the collectives of OPCA, they report to the FSMA on: a) the results of the limited review of the periodic statements sent by the companies of the FSMA by the end of the first half of social management, confirming that they have no knowledge of facts which it would appear that these interim statements are not, in all respects significantly established according to the applicable regulations of the FSMA. They also confirm that periodic States arrested at the end of six months are, as regards the accounting data, in all respects significantly important, consistent with accounting and inventories, so (a) they are complete, and that they refer to the data contained in the accounts and inventories on the basis of which they are established , and (b) that they are correct and that they are exactly consistent with accounting and inventories on the basis of which they are established; They confirm also did not have knowledge of facts which it would appear that periodic States arrested at the end of semester have not been established by application of accounting and valuation rules that led to the establishment of the annual accounts relating to the last year; the FSMA may specify what in this case is the periodic States referred;
(b) the results of control of periodic financial statements submitted by management companies to the FSMA by the end of the financial year, confirming that these periodic financial statements have, in all respects significantly important, was established according to the applicable regulations of the FSMA. They also confirm that periodic States arrested at year-end are, as regards the accounting data, in all respects significantly important, in accordance with the accounting and inventories, in the sense (a) that they are complete and that they mention all the data contained in the accounts and inventories on the basis of which they are established, and (b) that they are correct and that they are consistent exactly with accounts and inventories on the basis of which they are established;

They also confirm that the periodic States arrested year-end have been established by application of the rules of accounting and evaluation for the preparation of the annual accounts; the FSMA may specify what in this case is the periodic States referred;
3 ° in relation to the OPCAS, they report to the FSMA on: a) the results of the review limited of the OPCA's semi-annual reports to the FSMA under article 252, § 2, confirming that they have no knowledge of facts which it would appear that the semi-annual reports have not, in all material respects significantly, established according to the applicable regulations of the FSMA. In addition, they confirm that semi-annual reports are, for what is accounting data, in all respects significantly important, consistent accounting and inventories in this sense (a) that they are complete and that they mention all the data contained in the accounts and inventories on the basis of which they are established, and (b) that they are correct and they are exactly consistent with accounting and inventories on the basis of which they are established; They confirm also did not have knowledge of facts which it would appear that the semi-annual reports have not been established by application of accounting and valuation rules that led to the establishment of the annual accounts relating to the last year;
b) the results of the (i) control of the annual reports submitted by the OPCA in the FSMA at the end of the financial year under article 252, § 2 (ii) of the periodic financial statements that are passed to the FSMA under article 339;
-arrested at the end of the calendar year, for the OPCA who close their fiscal year December 31, - arrested at the end of the quarter which coincides with the end of the year, for OPCA whose exercise is closed the last calendar day of a quarter that is not December 31, or - arrested at the end of the quarter preceding the end of the year for the OPCA whose exercise is not fenced at a date which coincides with the last calendar day of a quarter, confirming that reports and above States have, in all material respects significantly, was established according to the applicable regulations of the FSMA. In addition, they confirm that annual reports and financial statements are, with regard to the accounting data, in all respects significantly important, in accordance with the accounting and inventories, in the sense (a) that they are complete and that they mention all the data contained in the accounts and inventories on the basis of which they are established, and (b) that they are correct and that they are consistent exactly with accounts and inventories on the basis of which they are established; They also confirm that the annual reports and financial statements have been established by application of the rules of accounting and evaluation for the preparation of the annual accounts;
(c) the results of their review of the amounts of the net assets and such subscriptions referred to in the periodic financial statements sent to the FSMA, under article 339, at the end of the calendar year for OPCA which close not their financial year on December 31, confirming that they have no knowledge of facts which it would appear that the above data are not in all respects significantly important, was established according to the applicable regulations of the FSMA;
4 ° they do to the FSMA, at his request, special reports on the Organization, the activities and the financial structure of the OPCA and the management company, reports whose preparation costs are borne by the entity in question;
5 ° within the framework of has) their mission to the OPCAS, or a mission revisorale to the management company concerned OPCA or any other entity who exercises, directly or indirectly, management functions on behalf of the OPCA with the depositary, as well as a related undertaking, within the meaning of article 11 of the Code of corporations, with the investment company or corporation designated; (or b) their mission with the management company of OPCA or a revisorale mission from a company linked to the company of management or an OPCA managed by the management company, they do own-initiative report to the FSMA as soon as they find: has) decisions, the facts or developments that influence or may influence significantly the situation of the OPCA or the management company in financial terms or in terms of their administrative, accounting, technical or financial organization, or their control internal.
(b) decisions or facts that may constitute violations of the Code of corporations, of the Statute, the rules of management, this Act and the orders and regulations for its execution.
(c) other decisions or facts which are likely to lead to the rejection or reservations on certification of annual accounts.
No civil, criminal or disciplinary action may not be brought or any professional, pronounced sanctions against Commissioners who proceeded in good faith to information referred to in paragraph 1, 5 °.
The Commissioners shall communicate to the leaders of the OPCA or the management company reports they make to the FSMA pursuant to paragraph 1, 4 °. Such communications fall under the secret organized by article 76 of the law of 2 August 2002. They shall forward to the FSMA copy of communications they make to these leaders and which relate to matters likely to be of interest to the control exercised by it.
Commissioners and licensed Auditors companies can perform the audits and expertise within their duties with branches abroad of the management company they control.
§ 2. The FSMA may require that the accuracy of the information provided pursuant to section 338, be confirmed by the Commissioner of the OPCA or the management company.
The Commissioners and Auditors companies approved can be loaded by the FSMA at the request of the National Bank of Belgium and the European Central Bank to confirm that the information that the OPCA and management companies are required to communicate to these authorities are complete, correct and established according to the rules that apply.
S. 358. the King may, by order made on the advice of the FSMA, determine additional missions which must fulfil the Commissioner and lay down the conditions for the exercise of these missions.
Book IV. -renunciation, cancellation or revocation of approval or registration, exceptional measures and administrative sanctions art. 359 § 1. The FSMA shall withdraw approval referred to in article 11 issued a handler if it: 1 ° does not use of the authorisation within 12 months, expressly renounces the authorisation or has ceased to carry on business for more than six months; or 2 ° has been declared bankrupt.
In the case of a mutual fund that is not managed by a management company, the revocation of the approval referred to in article 11 deletes full registration referred to in article 197.
In the case of a management company, the revocation of the approval referred to in article 11 causes full revocation of the approval referred to in article 309.
In the case of a foreign management company which manages a public OPCA under Belgian law, the revocation of the authorisation granted by the competent authorities of the Member State of origin under article 6 of Directive EU-61-2011 causes full revocation of the approval referred to in article 334.
§ 2. The FSMA removes the registration referred to in section 197 or revoke the certificate referred to in article 309 or section 334 when the OPCA or the concerned management company does not use within a period of 12 months, expressly renounces the authorisation or has ceased to carry on business for more than six months.
The FSMA changes the approval or the registration referred to in paragraph 1 of the management company or of the OPCA which renounces partially.
The FSMA removes the registration referred to in article 259 of the OPCA of foreign law and, where appropriate, the inclusion of compartments, (a) that have not made a bid for their shares in Belgium within twelve months of registration, (b) who are waiving the registration or (c) who decide to offer their shares in Belgium, when, in the latter case less than 150 natural or legal persons in Belgium, other than professional investors or eligible investors, hold shares of the OPCA and these compartments.
The FSMA revokes the authorisation provided for in article 334, when the concerned management company does not use within a period of twelve months, expressly renounces the authorisation or has ceased to carry on business for more than six months.
S.
360 § 1. Without prejudice to articles 340 and 362, when FSMA notes 1 ° an OPCA no longer meets the conditions for the granting of the approval or the registration, does not in accordance with the provisions of this Act and regulations for its execution or with the provisions of the management regulations or statutes, its management or its financial situation and orders are likely to jeopardize the successful completion of its commitments that its management structures, administrative, accounting, technical, or financial organization or its internal control are serious shortcomings, or that the rights attached to the OPCA titles that are or have been the subject of a public bid may be compromised, or 2 ° that an OPCA management company does not meet

the conditions of granting of approval does not in accordance with the provisions of this Act and the orders and regulations for its execution, its management or its financial situation are likely to jeopardize the successful completion of its commitments or do not offer sufficient guarantees in terms of its solvency, liquidity or profitability , or that its management structures, administrative, accounting, technical, or financial organization or its internal control are serious gaps and it fixed the period within which it must be remedied to the observed situation.
If at the end of this period, it has not remedied the situation, the FSMA may: 1 ° a) regards the OPCA under Belgian law, i) make public its position on the findings made under paragraph 1, 1 °; This publication costs are borne by the company of investment or the management company that runs the OPCA concerned;
(ii) appoint a special Commissioner;
(iii) suspend or ban for the duration that it determines any issue or any repurchase of securities;
(iv) suspend or prohibit, for the duration as it determines, trading on the market of the OPCA;
(v) requiring the replacement of the directors of the company investment or the management company that runs the OPCA concerned within a time limit which it shall determine and, in the absence of such a replacement within this period, substitute for all organs of administration and management of the company investment or the management company that runs the OPCA concerned one or more provisional directors who have alone or collectively as appropriate, powers of replaced individuals. The FSMA publishes its decision in the Moniteur belge;
(vi) cancel the approval referred to in article 11 or revoke the registration referred to in article 107. The revocation of the approval referred to in article 11 full deletes the registration referred to in article 197;
expunge the registration referred to in section 197 or prohibit the marketing of the OPCA or any of its compartments;
the FSMA publishes its decision in the Moniteur belge;
((b) regards the OPCA of foreign law, take the measures referred to i), iii), iv) and vi), paragraph 2 of point (a));
(2 ° a) with regard to the management companies of Belgian law, i) appoint a special Commissioner;
(ii) imposing, of solvency, liquidity, risk concentration and other limitations, requirements other than those provided for in article 332;
(iii) suspend or ban for the duration that it determines the exercise direct or indirect of any or part of the activity of the management company; This suspension may, to the extent determined by the FSMA, involve the total or partial suspension of the execution of contracts in progress.
Similarly, the FSMA may direct an OPCA management company to sell stakes it holds in accordance with article 329. Article 322, paragraphs 2, 3 and 4 shall apply;
(iv) order the replacement of directors or managers of the management company within a period which it shall determine, and in the absence of such a replacement within this period, substitute for all administration and management of the company's management bodies one or several directors or interim managers who have, singly or collectively as appropriate, powers of replaced individuals. The FSMA publishes its decision in the Moniteur belge;
(v) delete the approval referred to in article 11 or 309 in whole or in part, or revoke the registration referred to in article 107. The FSMA publishes its decision in the Moniteur belge. The revocation of the approval referred to in article 11 entails full revocation of the approval referred to in article 309;
(b) in relation to management of foreign law companies having established a branch in Belgium, take the measures referred to in points i, iii), paragraph 1 and iv) item has). In all cases, when the service provided in Belgium by the management company is the management of an OPCA, FSMA may also oppose that said company continues to manage this OPCA.
With regard to branches of management companies of foreign law which manage public OPCA under Belgian law, the FSMA may also revoke the approval referred to in article 334.
§ 2. In the cases referred to the § 1, paragraph 2, 1 °, a), ii) and (b)), i), General or special Commissioner special written permission is required for all the acts and decisions of all bodies of the OPCA or of the management company, including the General Assembly, and for those of the persons responsible for the management. In the case of the OPCA managed by a management company, permission is required only for acts of the management company which relate directly or indirectly to the concerned OPCA. The FSMA may, however, limit the scope of the operations subject to authorisation.
The special Commissioner may submit to the deliberation of all organs of the OPCA or the designated management company, including the General Assembly, and the persons responsible for the management, all proposals which it considers relevant. The remuneration of the special Commissioner is determined by the FSMA and supported, as appropriate, by the investment company or the relevant management company.
The members of the bodies of administration and management and management personnel who carry out acts or take decisions without obtaining the required permission from the special Commissioner are responsible for jointly for the prejudice resulting to the OPCAS, the management company or the third party.
If the FSMA has published in the Moniteur belge the appointment of Commissioner ad hoc and specified the acts and decisions subject to authorization, the acts and decisions made without this permission was required are void, unless the special Commissioner not ratifying. Under the same conditions, any decision of General Assembly taken without obtaining the required permission from the special Commissioner is void, unless the special Commissioner ratifies.
The FSMA may designate a Deputy Commissioner.
In an extreme emergency and particularly in the event of serious risk for investors, the FSMA may adopt the measures referred to in this paragraph without the need a period of adjustment laid down in advance.
§ 3.
In the case referred to the § 1, paragraph 2, 1 °), iii), members of the bodies of administration and management of the company investment and/or the designated management company, and the persons responsible for management, which carry out acts or making decisions in violation of the suspension or prohibition are responsible for jointly for the prejudice resulting to the mutual fund or third parties.
In the case referred to the § 1, paragraph 2, 2 °), iii), the members of the bodies of administration and management and management personnel who carry out acts or making decisions in violation of the suspension or prohibition are responsible for jointly for the prejudice resulting to the management companies or third parties.
If the FSMA issued the suspension or banning in the Moniteur belge, the acts and decisions intervened against it are void.
§ 4. In the case referred to the § 1, paragraph 2, 1 °, a), v), the provisional directors remuneration is fixed by the FSMA and supported by the investment company or the designated management company.
In the case referred to the § 1, paragraph 2, 2 °), iv), the remuneration of the Administrators or interim managers is fixed by the FSMA and supported by the OPCA management company.
The FSMA may, at any time, replace the Administrators or interim managers, either ex officio, or at the request of a majority of the participants of the collective investment or the shareholders of the designated management company organization when they justify that interested parties management no longer has the necessary guarantees.
§ 5. The decisions of the FSMA referred to the § 1 out their effects with respect to the management company or of the OPCA their notification to it and, with respect to third parties, from the date of their publication in accordance with the provisions of §§ 1 and 2 or article 314.
§ 6. The § 1, 1st paragraph and § 5 shall not apply in the event of cancellation of registration or the approval of an OPCA or a management company declared bankrupt.
§ 7. §§ 1 to 5 shall apply to management companies of OPCA, which, in the exercise of investment services referred to in article 3, 43 °, violate systematically and seriously the rules of conduct laid down by articles 27 and 28A of the law of 2 August 2002 and orders adopted in implementation thereof.
§§ 1 to 5 apply the OPCA and management companies who in the performance of duties of management referred to in article 3, 41 ° violate systematically and seriously the rules of conduct laid down by articles 37, 39, 44, 45, 46, 245 and 330 and regulation 231/2013.
§ 8. Without prejudice to the measures laid down by other laws and regulations, §§ 1 to 5 shall apply where the FSMA finds that an OPCA or compartment from an OPCA, which falls under the application of the law of 16 June 2006, does not work in accordance with the law of 16 June 2006.
§
9. §§ 1 to 5 shall apply to the activity of one or several OPCA in the market for a financial instrument could jeopardise the functioning of this market.

§ 10. When the FSMA believes that an authorised manager established in a third country which the Belgium is the reference Member State violates the obligations imposed on him under this Act and

orders and regulations for its execution, it shall notify ESMA, stating the reasons, as soon as possible.
S. 361. without prejudice to other measures provided for in this Act, the FSMA may publish a Manager, a financial holding company, a joint company within the meaning of article 4, point 20 of Directive 2006/48/EC, a mixed financial holding company or other entity subject to the provisions of this Act is not accede to the demands she has made to comply within the time limit that it determines provisions of this Act or of the orders and regulations for its execution. This publication costs are borne by the undertaking concerned.
S.
362. If the FSMA considers: 1 ° that an offer referred to in article 222, paragraph 1 is likely to be or is done in a manner that may mislead the public, particularly on the risks inherent in the investment that it is proposed or the rights attached to the securities which are the subject of the offer; or, 2 ° as notices, advertisements and other documents that relate to a public offering of shares of OPCA, which announce such an offer or recommend it, are likely to mislead the public, particularly on the risks for the placement which is proposed to him or the rights attached to the securities which are the subject of the offer, she advises, as appropriate , the offeror and/or the OPCA and/or the designated management company and/or people, the initiative which, notices, advertisements and other documents that relate to the offer, which announce it or recommend it are made public, or intermediaries designated by them, and the demands that, where appropriate, to take certain measures to remedy the situation.
If it is not taken into account in this opinion, the FSMA may decide to suspend or prohibit the operation for the period which it shall determine. It may also decide to suspend or prohibit the publication or removing notices, advertisements or other documents that relate to the offer, that announce it or recommend it referred to in paragraph 1.
Finally, it may order the persons referred to in paragraph 1 to publish a correction.
The decisions referred to in paragraph 2 shall be notified to the persons referred to in paragraph 1, and, whether it was an offer within the meaning of article 3, 27 °, b), the market undertakings concerned.
The FSMA may make public the decision of suspension or prohibition of the operation or suspension, prohibition or withdrawal of notices, advertisements or other documents that relate to the offer, which it recommend, unless publication might seriously disrupt financial markets, harming the interests of investors or would cause disproportionate damage to the parties involved.
If the correction referred to in paragraph 2 was not made upon expiry of the deadline, FSMA may also make public the rectification order, except if this publication could disrupt severely the financial markets or cause harm disproportionate to the parties involved, and if necessary itself carry out the publication of the requested correction. The FSMA measures referred to in this subparagraph shall be made, as appropriate, at the expense of the offeror and/or the OPCA designated management company or persons, initiative which, notices, advertisements and other documents that relate to the offer, which announce it or recommend it are made public, or intermediaries designated by them.
A any person who, on expiry of the deadline set by the FSMA, remains in default to comply with a suspension injunction, prohibition or withdrawal which was addressed to him by virtue of paragraph 2, the FSMA may, this person heard or duly convened, impose a fine which may not be daily calendar, more than EUR 50 000 , or, for lack of a same order of suspension or withdrawal, more than 2 500 000 euros.
S. 363. without prejudice to article 327, § 5 of the 1992 income tax Code, the FSMA does not know of the tax matters.
However, article 360, § 1, paragraphs 1 and 2, 1 °, a), ii), and 2 °, has), i), and paragraph 2 shall apply to the case where the FSMA has knowledge of the fact that an OPCA and/or a management company has set up a special mechanism having purpose or effect of promoting tax evasion by third parties.
S. 364. the OPCA, or compartments of OPCA whose registration has been cancelled and collectives whose accreditation has been revoked under sections 359 and 360, remain subject to this Act and the orders and regulations for execution until the OPCA participants, unless the FSMA does to exempt certain provisions.
This article is not applicable in case of removal of registration or revocation of approval, an OPCA or a management company declared bankrupt.
S.
365. § 1. Without prejudice to other measures provided for in this Act, the FSMA may attach to an OPCA to a management company to a financial company, a composite company as referred to in article 361, a mixed financial holding company or other entities to which the provisions of this Act or orders and regulations for its execution are applicable a period within which : 1 ° it must comply with provisions of this Act or of the orders or regulations for its execution, or 2 ° it must make the adaptations that are necessary to its management structure, to its administrative, accounting, technical or financial organization or its internal control.
If the person concerned remains in default upon the expiry of the time limit, the FSMA may, the having heard or at least duly summoned, impose a penalty at the rate of a maximum amount of 2 500 000 euros per offence or EUR 50 000 per day of delay.
This paragraph shall apply without prejudice to article 340.
§ 2. Without prejudice to the other measures provided for by this Act and measures defined by other laws or regulations, the FSMA may, where it finds a breach of the provisions of this Act or orders and regulations made pursuant to it, inflict an OPCA a management company and/or other entities to which the provisions of this Act or orders and regulations for its execution are applicable an administrative penalty which may not be less than EUR 5 000 or more, for the same Act or to the same set of facts, 2 500 000 euros.
The preceding subparagraph shall apply without prejudice to article 340.
§ 3. The penalties and fines imposed pursuant to §§ 1 or 2 and article 362 are recovered for the benefit of the Treasury by the administration of the Cadastre, registration and domains.
S. 366. § 1 without prejudice to the ordinary law of civil liability and notwithstanding any contrary provision against the investor, the judge cancels the purchase or subscription of securities of OPCA where this purchase or this subscription has made on the 1st of a public offer of units of an OPCA opportunity to variable number of shares under Belgian law where the provisions of sections 222 and 225 , § 1, have not been met;
(2) a public offer of units of an OPCA with variable number of units of foreign law where the provisions of sections 222 and 225, § 1, have not been met in accordance with article 267, paragraphs 1 and 2;
3 ° to a public offering of an OPCA under Belgian law or foreign securities where article 235 has not been respected;
or 4 ° of a public offering of shares in a Belgian or foreign law OPCA where the provisions of articles 225, § 2 and 267, paragraph 1, have not been met by the person with which or through which the investor has contracted.
§ 2. Notwithstanding any contrary provision against the investor, the damage caused by the purchase or subscription is presumed to result from the violation of the legal provisions referred to in paragraph 1.
S.
367. the FSMA may take the measures referred to in articles 360, 361 and 365 in the case of non-compliance with the obligations and prohibitions arising from regulation 345/2013 or Regulation 346/2013 and the provisions taken on the basis or in pursuance thereof.
Article 364 is applicable in case of deletion of the record referred to in article 14, paragraph 2 of regulation 345/2013 or article 15, paragraph 2 of Regulation 346/2013 in accordance with the provisions referred to in paragraph 1.
Part VI. -PROVISIONS criminal art. 368 are punished by imprisonment of one month to one year and a fine of EUR 75 to 15,000 euros, or one of those penalties only, those who put obstacles in the investigations to which they are required to submit under this Act, in Belgium or abroad, or who knowingly give information, documents or false, inaccurate or incomplete parts.
S.
369 are punished by imprisonment of one month to one year and a fine of 75 euros to € 15,000, or one of those penalties only: 1 ° those who contravene articles 222, paragraph 1, 225, §§ 1 and 2, 230, § 1, 235 and 267;
2 ° who pass in addition to a suspension, a ban or a withdrawal made pursuant to articles 362, paragraph 2, or which ignore a refusal of approval of the prospectus, information document for the investor or a key update update of the prospectus or the document information key investor, or who ignore a refusal of approval of notices, advertisements or other documents that relate to a public offering shares of an OPCA to variable parts number announce it or recommend it;
3 °

those who knowingly publish or who publish a prospectus, a document of key information for the investor or an update of the prospectus and the key investor information document or advice, advertising or other documents relating to a public offer shares an OPCA to variable parts number or announcing it or recommending it, containing false information inaccurate or incomplete which may mislead the public, particularly on the risks inherent in the investment that is proposed or the rights attached to the securities which are the subject of the offer, and those who have used these documents to attract investors.
4 ° those who make public a prospectus, a document of key information for the investor or an update of the prospectus or the document information key investor, or advice, advertising or other documents relating to a public offer of units of an OPCA to variable number of shares or announcing it or recommending it, citing the approval of the FSMA while it has not been given;
5 ° those who make public a prospectus, a document of key information for the investor or an update of the prospectus or the document key information for the investor, or notices, advertisements or other documents relating to a public offer of units of an OPCA to variable number of shares or announcing it or recommending it, different from those which have been approved by the FSMA;
6 ° those who knowingly offered or disposed of shares as being an OPCA titles even though they knew that the entity which they have offered or sold securities was not an OPCA within the meaning of this Act, or even though they knew that these titles did not meet the characteristics of the securities of an OPCA within the meaning of this Act;
7 ° those who knowingly have publicly offered or disposed of shares as being titles of an OPCA public even though they knew that the OPCA which they have offered or sold securities was not an OPCA public within the meaning of this Act, or even though they knew that these titles did not meet the characteristics of the securities of an OPCA public within the meaning of this Act;
8 ° those who knowingly disregard the prohibition laid down in articles 226 and 261.
S. 370 shall be punished by a term of imprisonment of one month to one year and a fine of 50 euros to 10,000 euros or one of those penalties only: 1 ° those who used the name "FIA", "alternative collective investment organism", "OPCA", "mutual fund" or "investment company" to describe an entity that is not listed in the list of the OPCA referred to in articles 200 , 260, 289, 301 or 302, except when this use in Belgium is due to a foreign law OPCA who is authorized to make use of that name in its country of origin;
2 ° those who used the name "undertakings for collective investment alternative Manager", "OPCA Manager" or "managers of FIA" in violation of section 9 of this Act;
3 ° the OPCA or the management company, third parties referred to in article 29, the depositary, as well as administrators, managers and directors of the companies and undertakings mentioned above, who have knowingly violated the provisions of this Act or of the orders and regulations for its execution or which have made knowingly operations relating to the portfolio of the OPCA which are contrary to the provisions of this Act or of the orders and regulations for its execution;
4 ° those who have knowingly failed to make publications imposed pursuant to this Act;
5 ° those who, as Commissioner or independent expert, certified, approved or confirmed accounts, annual accounts, consolidated accounts, or semi-annual reports, or periodic information referred to in article 339, or all other information referred to in article 338, whereas the provisions of this Act or the regulations and orders taken for execution, have not been met , knowing that they it had not been, either in not having not completed normal diligence to ensure that they were respected.
6 ° the management companies which, internationally, open a branch, a subsidiary or is performing management of undertakings for collective investment functions without having carried out the notifications provided for in articles 102 or 104 or who abide not in article 103, § 2;
7 ° those who perform acts or operations without obtaining approval from the special Commissioner in article 360, § 2, or from a decision of suspension or prohibition pursuant to article 360, § 1, paragraph 2, 1 °), iii) or iv), or 2 °, has), iii);
8 ° the OPCAS, management companies, and their directors, managers and directors, who do not respect the provisions of article 351, § 1, paragraphs 1 to 3, § 2, paragraph 2 and § 3;
9 ° the companies management, their administrators and directors who, in the provision of the investment services referred to in article 3, 43 °, b), and for a fraudulent purpose, disseminate information that they know to be inaccurate or incomplete.
S.
371 shall be punished by a term of imprisonment from eight days to three months and a fine of 50 euros to 10,000 euros or one of those penalties only: 1 ° those who perform the activity referred to in article 3 (2) without having designated management company and which are not approved in accordance with article 11, or while this approval has been cancelled or revoked;
2 ° those who carry on the business of collective management of portfolio of OPCA without being approved in accordance with article 11 or registered in accordance with article 107, or while this approval or registration has been cancelled or revoked;
3 ° those who market shares of OPCA in Belgium without complying with the provisions of articles 87, 95, 124, 125, 128, 131, 148, 154, 160, 161, 174 or 177;
4 ° those who knowingly fail to comply with the provisions of articles 76 to 83.
S. 372 shall be punished by a term of imprisonment from eight days to three months and a fine of 50 euros to 10,000 euros or one of those penalties only: 1 ° those who publicly offer shares in a mutual fund public alternative Belgian, while it is not registered in accordance with article 197 or that registration as a Belgian public OPCA or accreditation as a public investment company has been cancelled or revoked (((, or in disregard of a measure of suspension or prohibition referred to in the articles 362, paragraph 2, first sentence, or 360, § 1, paragraph 2, 1 °), iii) or iv);
2 ° those who offer publicly shares an OPCA of foreign law while, as the case may be, it is not registered in accordance with article 259 or while the registration as a foreign law OPCA has been revoked or in disregard of a measure of suspension or prohibition referred to in article 360, § 1, paragraph 2, 1 °), iii) or iv);
3 ° those who carry on the business of a management company referred to in article 306, without be approved in accordance with article 309 or section 334, or while the approval as a management company has been cancelled or revoked;
4 ° those who knowingly fail to make the notifications provided for in article 321, §§ 1 and 5, those who spend in addition to the opposition referred to in article 321, § 3, or those who spend in addition to the suspension referred to in article 322, paragraph 1, 1 °;
5 ° the companies of management and their administrators and directors who contravene sections 325, 333, 1st paragraph, 1st and 3rd sentence, 345, § 2, paragraph 4, 1st sentence, and § 5, paragraphs 1 and 2;
6 ° companies management, their officers and directors who contravene the orders or regulations referred to in articles 333, paragraph 1, second sentence, and paragraph 4, 345, § 2, paragraphs 4 and 9, § 4, § 5, paragraph 3, and § 6;
7 ° those who knowingly directed transfers of securities issued by public OPCA in disregard of the provisions of this Act and the orders and regulations for its implementation;
8 ° those who knowingly publish or who publish annual or semi-annual reports containing false, inaccurate or incomplete information that may mislead the public, or who have used these documents to attract investors;
9 ° the OPCAS, management companies, and their directors, managers and directors, which contravene article 339, paragraph 1;
10 ° the OPCAS, management companies, and their directors, managers and directors, which contravene the orders or regulations referred to in articles 253 and 339, paragraph 1.
S.
373 shall be punished by a prison term of three months to two years and a fine of 1,000 euros to 10,000 euros, the offences in articles 207 and 318.
S. 374. any information the head of offence under this Act or any of the legal provisions referred to in articles 207 and 318 against OPCA, corporate management, administrators, directors, agents or officials of control functions independent of OPCA and corporate management, or Commissioners approved an OPCA or a management company, and any information of count under this Act against any other person or entity must be scope to the knowledge of the FSMA by the judicial authority which is before it.
Any criminal action of the head of the offences referred to in paragraph 1 must be brought to the attention of the FSMA at the instance of the Crown.
S. 375. the provisions of book I of the Code penal, without exception of Chapter VII and article 85, shall apply to the offences punishable under this Act.
Part VII. -AMENDING PROVISIONS

Book I. -Amending provisions of the law of 9 July 1975 on s. insurance companies control 376 A article 6bis, paragraph 2 of the law of 9 July 1975, amended for the last time by the royal decree of March 3, 2011, the following changes are made: 1 ° the words ", a manager of OPCA ' shall each time be inserted between the words" investment firm"and the words"or a Belgian law collective investment management company" , and the words ", a manager of OPCA" shall be inserted between the words "as an investment firm" and the words "or as a collective investment management company";
2 ° the words ", the managers of OPCA" shall be inserted between the words "investment firms" and the words "or the collective investment management companies".
S. 377. in article 14B, paragraph 4 of the same Act, amended for the last time by the royal decree of 3 March 2011, the words ", a manager of OPCA" shall be inserted between the words "investment firm" and the words "or a collective investment management company".
S. 378. in article 15bis, § 4, paragraph 1, 3 °, introduced by the royal decree of 12 August 1994, the words "or in a management company of undertakings for collective investment within the meaning of the law of 20 July 2004 on certain forms of collective management of investment portfolios" are replaced by the words "a management company OPCA within the meaning of the Act of April 19, 2014 organizations of hedge funds and their managers or management company of collective investment undertakings within the meaning of the law of August 3, 2012 on collective investment undertakings which meet the conditions of Directive 2009/65/EC and to the investment in debt claims. "."
S. 379. A article 23bis, § 4 of the Act, amended for the last time by the royal decree of March 3, 2011, the following changes are made: 1 ° in paragraph 1, a), the words ", a collective of OPCA society" shall be inserted between the words "an investment firm" and the words "or a collective investment management company";
2 ° in paragraph 3, the words ", management of OPCA companies" shall be inserted between the words "investment firms" and the words "or the collective investment management companies".
S. 380. in article 91nonies, § 2A of the Act, last amended by the Act of February 16, 2009, the words "and management companies of undertakings for collective investment within the meaning of the law of 20 July 2004 on certain forms of collective management of investment portfolios" are replaced by the words ", OPCA managers within the meaning of the Act of April 19, 2014 alternative collective investment undertakings and their managers and" management companies of undertakings for collective investment within the meaning of the law of August 3, 2012 on collective investment undertakings which meet the conditions of Directive 2009/65/EC and to the investment in debt claims".
S. 381. in article 19i 91octies, § 1, 3 ° of the Act, as amended for the last time by the Act of February 16, 2009, the following changes are made: 1 ° 'be a such collective investment management company as defined in section 138 of the law of 20 July 2004 on certain forms of collective management of investment portfolios' shall be replaced by the words "either an OPCA Manager within the meaning of the Act of 19 April 2014 relative to alternative collective investment undertakings and their managers, is a management company of undertakings for collective investment within the meaning of the law of August 3, 2012 on collective investment undertakings which meet the conditions of Directive 2009/65/EC and to the investment in debt claims. ";
2 ° the words ", Manager of OPCA" shall be inserted between the words "investment firm" and the words "or collective investment management company".
Book II. -Amending provisions of the Act of 11 January 1993 on the prevention of the use of the financial system for the purpose of laundering of capital and financing of terrorism article 382a article 2, § 1 of the law of 11 January 1993, as amended for the last time by the Act of April 25, 2014, 10 °, 11 ° and 12 ° shall be replaced by the following: "10 ° Belgian investment firms referred to in article 3, 11 ° of the law of August 3, 2012 relating to collective investment undertakings which meet the requirements of the Directive 2009/65/EC and investment in debt instruments ' for as and to the extent where these bodies ensure the marketing of their securities, within the meaning of article 3, 22 °, c), and 30 ° of the Act;
(11 ° the sociétés d'Investissement en claims under Belgian law referred to in article 505 of the Act, April 19, 2014, on bodies of hedge funds and their managers, for as much as, and to the extent where these bodies ensure the commercialization of their titles, within the meaning of article 3, 22 °, c), and 30 ° of the law of August 3, 2012, supra;
12 ° sociétés d'Investissement en claims under Belgian law referred to in article 271/1 of Act on August 3, 2012, for as much as, and to the extent where these bodies ensure the marketing of their titles;
12 ° 1 investment companies under Belgian law referred to in article 3, 11 ° of the law of April 19, 2014, supra, for as much as, and to the extent where these bodies ensure the commercialization of their securities, within the meaning of article 3, 26 ° of the Act;
12 ° 2 management of undertakings for collective investment under Belgian law society referred to book II of part III of the law of August 3, 2012 supra;
12 ° 3 in Belgium of investment funds management companies foreign branches referred to in article 258 of the Act on August 3, 2012;
12 ° 4 management of alternative investment fund under Belgian law companies referred to in article 3, 12 ° of the Act of April 19, 2014;
12 ° 5 branches in Belgium of management companies agencies of foreign hedge funds referred to in articles 114, 117, 163 and 166 of the aforementioned Act of April 19, 2014; "."
Book III. -Amending provisions of Act of 6 April 1995 on the status and control of investment firms article 383 A article 46 of the law of 6 April 1995, amended for the last time by the royal decree of March 3, 2011, the following changes are made: 1 ° the 21 ° is replaced by what follows, "21 ° by undertakings for collective investment management company: a management company within the meaning of article 3, 12 ° of the law of August 3, 2012 on collective investment undertakings which meet the requirements of the Directive 2009/65/EC" and to the investment in debt claims; ";
2 ° a 21 ° 1 is inserted, worded as follows: ' 21 ° 1 by OPCA Manager: a manager of alternative collective investment undertakings within the meaning of article 3, 13 ° of the law of April 19, 2014 on alternative collective investment undertakings and their managers; ";
3 ° in ° 29, the words ", the collectives of OPCA" shall be inserted between the words "post offices" and the words ", undertakings for collective investment management companies".
S. "384 A section 49 of the Act, last amended by the royal decree of March 3, 2011, the following changes are made: 1 ° to paragraph 2, the words", a manager of OPCA "are each time inserted between the words"and investment advice"and the words"or a collective investment management company", and the words" ", a manager of OPCA" shall be inserted between the words "Corporation of investment advice and portfolio management" and the words "or that a company's management of undertakings for collective investment under Belgian law";
2 ° to paragraph 3, the words ", a manager of OPCA" are each time inserted between the words "reinsurance undertaking" and the words "or of a collective investment management company"and the words", a manager of OPCA" shall be inserted between the words "reinsurance undertaking" and the words "or as a collective investment management company";
3 ° to paragraph 3, the words ", the managers of OPCA" shall be inserted between the words "reinsurance undertakings" and the words "or the collective investment management companies".
S. 385 A section 62 of the same Act, last amended by the Act of July 28, 2011, the following changes are made: 1 ° in paragraph 2A, paragraph 4, the words ", a handler of OPCA" shall be inserted between the words "of another investment firm" and the words "or a collective investment management company";
2 ° in paragraph 2b, paragraph 4, the words ", a manager of OPCA" shall be inserted between the words "other investment firm" and the words "or a collective investment management company".
S. (386 A section 67 of the Act, last amended by the royal decree of March 3, 2011, the following changes are made: 1 ° in paragraph 2, paragraph 5, b), "Directives 85/611/EEC of the Council of 20 December 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable moblieres (UCITS)" shall be replaced by the words "Directive 2009 / 65 / EC

of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative relating to undertakings for collective investment in transferable securities (UCITS) (recast), provisions Directive 2011/61/EU of the European Parliament and of the Council of June 8, 2011 on investment fund managers alternative and amending the Directives 2001/41 / EC and 2009/65/EC and regulations (EC) No 1060/2009 and (EU) No. 1095/2010 ';
2 ° to paragraph 4, subparagraph 1, a), the words ", a manager of OPCA" shall be inserted between the words "an investment firm" and the words "or a collective investment management company";
3 ° to paragraph 4, paragraph 3, the words ", managers of OPCA" shall be inserted between the words "investment firms" and the words "or the collective investment management companies".
S. 387. in article 70, § 3, paragraph 3 of the same law, last amended by the law of 15 May 2007, the words "within the meaning of the law of 20 July 2004 on certain forms of collective management of investment portfolios" are replaced by the words "within the meaning of the law of August 3, 2012 on collective investment undertakings which meet the conditions of Directive 2009/65/EC and investment in" "claims or alternative collective investment undertakings and their managers act of April 19, 2014".
S. 388 A section 76, § 4 of the Act, replaced by the law of 15 May 2007, the following changes are made: 1 ° to 7 °, "law of 20 July 2004 on certain forms of managing investment portfolios collectieve" shall be replaced by the words "August 3, 2012 law relating to collective investment undertakings which meet the conditions of Directive 2009/65/EC and to the investment in debt claims";
2 ° a 7 ° 1 is inserted, worded as follows: "7 ° 1 management of OPCA, Belgian or foreign companies;".
S.
389a article 95bis, § 1, 3 ° of the Act, as amended for the last time by the Act of February 16, 2009, the following changes are made: 1 ° 'be a such collective investment management company as defined in section 138 of the law of 20 July 2004 on certain forms of collective management of investment portfolios' shall be replaced by the words "or a handler of OPCA ", is a collective investment management company";
2 ° the words ", Manager of OPCA" shall be inserted between the words "investment firm" and the words "or collective investment management company".
S.
390. at section 112 of the Act, last amended by the law of December 29, 2010, the following changes are made: 1 ° to the paragraph 1, the words "and collective investment management companies established in Belgium" shall be replaced by the words ", management of OPCA companies referred to in article 35 of the law of April 19, 2014 and the management of undertakings for collective investment society referred to in section 205 of the Act 3 August 2012 ";
2 ° to paragraph 2, the words ", OPCA management companies" shall be inserted between the words "investment firms" and the words "and management of undertakings for collective investment companies";
3 ° paragraph 3 is replaced by the following: "1st paragraph is not applicable to branches of credit institutions, investment firms and of undertakings for collective investment management companies governed by the law of another Member State of the European Community as well as branches of foreign OPCA management companies. It is not more applicable to branches of investment firms or credit institutions governed by the law of another State and whose liabilities are covered by a system of protection of the investors in that State to an extent at least equal to that resulting from the corresponding Belgian system of investor protection."
S.
391 A section 113 of the Act, last amended by the law of December 29, 2010, the following changes are made: 1 ° in paragraph 1, paragraph 2, the words ", a company of management of OPCA under Belgian law" shall be inserted between the words "investment under Belgian law firm" and the words "or a Belgian law collective investment management company";
2 ° to the paragraph 1, paragraph 2, the words ", a collective of OPCA society" shall be inserted between the words "investment firm" and the words "or a collective investment management company";
3 ° to paragraph 1, paragraph 3, the words ", a company of management of OPCA" are inserted between the words "of an investment firm" and the words "or a collective investment management company";
4 ° to paragraph 1, paragraph 4, the words ", of the OPCA management company" shall be inserted between the words "investment firm" and the words "or the collective investment management company";
5 ° to paragraph 1, paragraph 4, the words ", of OPCA management companies" shall be inserted between the words "investment firms" and the words "and collective investment management companies";
6 ° to the paragraph 1, paragraph 5, the words ", the defaulting OPCA management company" shall be inserted between the words "failing investment firm" and "failing collective investment management company";
7 °-paragraph 1, paragraph 5, the words ", the OPCA management company" shall be inserted between the words 'investment firm' and "collective investment management company";
8 ° to paragraph 1, paragraph 6, the words ", the OPCA management company" shall be inserted between the words 'investment firm' and "collective investment management company";
9 ° in paragraph 2, paragraph 3, the words "by credit institutions and enterprises investment and management of undertakings for collective investment companies" shall be replaced by the words "by credit institutions, investment firms, management of OPCA companies and undertakings for collective investment management companies".
S. 392 A section 114 of the Act, such that replaced by the law of December 29, 2010, the following changes are made: 1 ° to the paragraph 1, the words ", OPCA management companies" shall be inserted between the words "investment firms" and "management of investment funds societies";
2 ° to paragraph 2, the words ", at the OPCA management company ' shall be inserted between the words" investment firm"and the words"or the collective investment management company".
S. 393 section 115 of the Act, as amended for the last time by the royal decree of 3 March 2011, the words "by credit institutions and enterprises investment and management of undertakings for collective investment companies" are replaced by the words "by credit institutions, investment firms, management of OPCA companies and undertakings for collective investment management companies".
S. 394 section 116 of the Act, as amended for the last time by the law of 20 July 2004, the words "with credit institutions and enterprises investment and management of mutual funds companies" are replaced by the words "with credit institutions, investment firms, management of OPCA companies and undertakings for collective investment management companies".
Book IV. -Amending provisions of the Act of 2 August 2002 on the supervision of the financial sector and financial services s. 395 to article 2 of the law of 2 August 2002, as last amended by the Act of July 30, 2013, the following changes are made: 1 ° to 35 °, the words "UCITS" are replaced by the words "undertakings for collective investment" and "part III" shall be replaced by the words "article 3, 12 °";
2 ° an 35 ° 1 is inserted, worded as follows: ' 35 ° 1 'management of OPCA society': a management company within the meaning of article 3, 12 ° of the Act of April 19, 2014 the undertakings for collective investment alternative to their managers; "
S. 396. in article 6, § 9, paragraph 3 of the law of 2 August 2002 on the supervision of the financial sector and financial services, replaced by the royal decree of 27 April 2007, "The European Commission is informed" shall be replaced by the words "the Commission European and ESMA are informed".
S. 397 A article 26, paragraph 1 of the Act, as last amended by the royal decree of November 12, 2012, the following changes are made: 1 ° in 5 °, the point is replaced by a semicolon;
2 ° a 6 ° shall be inserted, worded as follows: "6 ° OPCA management companies established in Belgium, with regard to their investment services as referred to in article 3, 43 ° of alternative collective investment undertakings and their managers act of April 19, 2014.".
S.
398. in article 40, § 1, paragraph 2, 3 ° of the Act, the words ", managers of OPCA" shall be inserted between the words "debt investment companies" and the words "and management of undertakings for collective investment companies".
S. 399. in article 45, § 1, paragraph 1, 2 °, a, of the Act, as amended by the Act of July 30, 2013, the words ", managers of OPCA" shall be inserted between the words

"of the collective investment management companies" and the words "and exchange offices".
S.
400A article 86bis, § 1 of the Act, introduced by the Act of July 30, 2013, the following changes are made: 1 ° in 1 °, the words ", Manager of OPCA"are inserted between the words "collective investment management company" and the words", institution for occupational retirement provision";
2 4 ° ° is replaced by the following: ' 4 ° publicly offers units of an undertaking for collective investment Belgian or foreign, while this one is not registered or licensed in accordance with, as applicable, the law of August 3, 2012, relating to collective investment undertakings which meet the requirements of the Directive 2009/65/EC and to the investment in debt claims or the law of April 19, 2014 relating to the undertakings for collective investment alternative and to " their managers so that registration or approval has been cancelled or revoked, or in disregard of a measure of suspension or ban in the above-mentioned acts; ";
3 ° a 4 ° 1 is inserted, worded as follows: "4 ° 1 markets with professional investors OPCA of Belgian law or foreign shares, while the body concerned is not handled by a handler, approved or registered in accordance with the Act of April 19, 2014, on bodies of hedge funds and their managers or the law applicable in his Member State of origin;".
S.
401. at article 86ter, § 1 of the same Act, introduced by the Act of July 30, 2013, the following changes are made 1 ° to 1 ° and 2 °, the word "securities" is replaced by the word "parts";
2 ° a 2 ° 1 is inserted, worded as follows: "2 ° 1 subscription of shares of OPCA Belgian or foreign, when the Manager of OPCA has no approval required by legal or regulatory provisions applicable, or has waived such approval or has been remove, cancel, revoke or suspend such approval;".
S. 402 A article 87bis, § 1 of the Act, as last amended by the law of August 3, 2012, the following changes are made: 1 ° the § 1, paragraph 1, as last amended by the law of August 3, 2012, is replaced by the following: "§ 1." Business investment, investment funds management companies and undertakings for collective investment that have not appointed a management company of undertakings for collective investment within the meaning of articles 35 or 44 of the Act of August 3, 2012, managers that manage public desOPCA, credit institutions and insurance under Belgian law firms and branches established in Belgium of such institutions governed by the law of third States designate one or more compliance officers who have the required professional repute ainsi_que adequate to ensure compliance with those of the following provisions which apply to them the knowledge and experience: a) article 45, § 1, paragraph 1, 3 °, and § 2;
(b) sections 82, 83, 218, 219 and 220 of the law of August 3, 2012 on collective investment undertakings which meet the conditions of Directive 2009/65/EC and investment in receivables as, in terms of respect for the rules designed to ensure honest, fair and professional treatment of interested parties, articles 41 and 201 of the Act).
(c) sections 37, 38, 39, 44-46, 245 and 330 of the Act of 19 April 2014 on hedge funds and their managers as well as bodies in terms of respect for the rules designed to ensure a fair, equitable and professional interested parties, articles 26 to 28, 36, 47, 208 and 319 of the Act. ";
(2 ° the § 1, paragraph 2) is replaced by the following: ' a) monitor and evaluate the adequacy and effectiveness of the policy, procedures and measures to ensure compliance by the undertaking concerned and the persons concerned, provisions referred to in paragraph 1; ".
Book V. - Amending provisions of Act of 22 March 2006 on intermediation in banking and investment services and the distribution of financial instruments art. (403 A article 4 of the law of 22 March 2006, amended by the royal decree of 27 April 2007, the following changes are made: 1 ° 1 °, c) is replaced by the following: "c) presentation of shares in undertakings for collective investment as defined in article 3 (2) of the Act on collective management of investment portfolios public or" as appropriate, in article 3, 4 ° of the law on alternative investment funds organizations and their managers, in any way whatsoever, in order to encourage the client or the potential client to purchase or subscribe; ";
2 ° in 1 °, d), the words "or of the royal decree on capitalization companies" are repealed;
3 ° 1 °, d) as amended is supplemented by the words "or of the OPCA Act and their managers";
4 ° in 5 °, the words "articles 4 and 138" shall be replaced by the words "in articles 3, 1 ° and 3, 12 °";
5 ° in 5 °, the words "or an undertaking subject to the royal decree on capitalization companies" are repealed;
6 ° the 5th as amended is supplemented by the words "or a Manager or an OPCA, as defined respectively in articles 3, 13 ° and 3, 2 ° of the law on alternative investment funds organizations and their managers;";
7 ° 9 ° is replaced by the following: "9 °"investment services act": Act of 6 April 1995 on the status and control of investment firms;";
8 ° in 11 °, the words "law of July 20, 2004 on collective management of investment portfolios" are replaced by the words "August 3, 2012 law relating to collective investment undertakings which meet the conditions of Directive 2009/65/EC and to the investment in debt claims";
9 12 ° ° is replaced by the following: "12 ° alternative collective investment organizations and their managers Act": the Act of April 19, 2014 alternative collective investment undertakings and their managers; "."
Book VI. -Amending provisions of the Act of 16 June 2006 on public offers of investment instruments and admission of investment instruments to trading on regulated markets article
404. at article 14 of the law of 16 June 2006, amended by the Act of July 17, 2013, the following changes are made: 1 5 ° ° is replaced by the following: "5 °"law of August 3, 2012": Act of August 3, 2012 collective investment undertakings which meet the conditions of Directive 2009/65/EC and to the investment in debt claims;";
2 ° a 6 ° shall be inserted, worded as follows: "6 °"law of April 19, 2014": Act of 19 April 2014 to alternative collective investment undertakings and their managers;"
S. 405. article 64, paragraph 1 A of the Act, as amended by the Act of July 17, 2013, the following changes are made: 1 ° the third indent is replaced by the following: "-the competent authority for the approval of the public offer prospectuses has previously received a request for approval or exemption from prospectus and is not yet pronounce itself on the said approval or waiver and" When the public offer on instruments issued by a collective investment undertaking, either (i) the FSMA has previously had an application for registration in accordance with article 30 of the law of August 3, 2012, or received the notification referred to in article 93, paragraph 3 of Directive 2009/65 / EC, or (ii) the FSMA has previously had an application for registration in accordance with article 197 or article 259 of the Act of April 19, 2014 ", or";
2 ° the fourth indent is replaced by the following: "-a public offer prospectus has been duly approved by the FSMA or by the competent authority of another European economic area Member State and the conditions laid down in article 38 are fulfilled and, where the public offer relates to instruments issued by a collective investment undertaking, the body in question and" , as appropriate, the relevant sub-fund enrolled (i) to the list referred to in article 33 and 149 of the law of August 3, 2012, as the case may be, or (ii) the list referred to in article 200 of the law of April 19, 2014 or section 260 of the Act, as the case may be. "."
Book VII. -Amending provisions of the Act of 27 October 2006 on the supervision of institutions for retirement provision professional art. 406 A section 91, § 1, 2 °, of the Act of October 27, 2006 control of institutions for occupational retirement provision, a paragraph worded as follows is inserted between paragraphs 1 and 2: "it will be appealed, taking into account the nature, magnitude and the complexity of operations, an adequate credit evaluation process and appropriate (which is not to reference exclusively and mechanically to credit ratings issued by rating agencies of credit within the meaning of article 3, paragraph 1, point b), of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies and, where appropriate, is likely to reduce the effects references made to such credit ratings. "."
S. 407 A section 95 of the Act, a paragraph worded as follows shall be inserted between paragraphs 2 and 3: ' this declaration States also to what extent and in what way references to credit ratings

by rating agencies of credit within the meaning of article 3, paragraph 1, point b), of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, are used in the investment policy. "."
Book VIII. -Amending provisions of the takeover article Act of April 1, 2007
408. at article 48, paragraph 1, of the law of 1 April 2007 relating to the takeover the word "100" is replaced by "150".
Book IX. -Amending provisions of the Act of February 16, 2009 on reinsurance article 409A article 8, paragraph 2 of the Act of February 16, 2009, as amended by the royal decree of March 3, 2011, the following changes are made: 1 ° the words ", a handler of OPCA" are each time inserted between the words "investment firm" and the words "or of a collective investment management company"and the words", a manager of OPCA" shall be inserted between the words "as an investment firm" and the words "or as a collective investment management company";
2 ° the words ", the managers of OPCA" shall be inserted between the words "investment firms" and the words "or the collective investment management companies".
S. 410. in article 18, § 2, paragraph 6 of the same Act, amended by the royal decree of 3 March 2011, the words ", a manager of OPCA" shall be inserted between the words "investment firm" and the words "or a collective investment management company".
S. (411a article 24 of the same Act, last amended by the royal decree of March 3, 2011, the following changes are made: 1 ° in paragraph 2, paragraph 5, b), "85/611/EEC of the Council of 20 December 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable moblieres (UCITS)" shall be replaced by the words "Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative relating to undertakings for collective investment in transferable securities (UCITS) (recast), provisions Directive 2011/61/EU of the European Parliament and of the Council of June 8, 2011 on alternative investment fund managers and amending Directives 2001/41 / EC, and 2009/65/EC and regulations (EC) No 1060/2009 and (EU) No. 1095/2010 ";
2 ° in paragraph 4, paragraph 1, a), the words ", a collective of OPCA society" shall be inserted between the words "an investment firm" and the words "or a collective investment management company";
3 ° in paragraph 4, paragraph 3, the words ", management of OPCA companies" shall be inserted between the words "investment firms" and the words "or the collective investment management companies".
S. 412. in article 89, § 3 of the Act, as amended by the royal decree of 3 March 2011, the words "and management companies of undertakings for collective investment within the meaning of the law of 20 July 2004 on certain forms of collective management of investment portfolios"are replaced by the words", OPCA managers within the meaning of the Act of April 19, 2014 alternative collective investment undertakings and their managers ", and management companies of undertakings for collective investment within the meaning of the law of August 3, 2012 on collective investment undertakings which meet the conditions of Directive 2009/65/EC and to the investment in debt claims".
S. 413 A article 98, § 1, 3 ° of the Act, the following amendments are made: 1 ° 'be a such collective investment management company as defined in section 138 of the law of 20 July 2004 on certain forms of collective management of investment portfolios' shall be replaced by the words "either an OPCA Manager within the meaning of the Act of April 19, 2014 alternative collective investment undertakings and their managers ", is a management company of undertakings for collective investment within the meaning of the law of August 3, 2012 on collective investment undertakings which meet the conditions of Directive 2009/65/EC and to the investment in debt claims";
2 ° the words ", Manager of OPCA" shall be inserted between the words "investment firm" and the words "or collective investment management company".
Book x. - Amending provisions of the law of August 3, 2012 on certain forms of collective management of investment portfolios s. 414. the title of the law of August 3, 2012 is replaced by the following: "Law on collective investment undertakings which meet the conditions of Directive 2009/65/EC and investment in debt claims".
S. 415 A section 3 of the Act, the following amendments are made: 1 ° in 1 °, the word "exclusive" is repealed;
2 ° 2 °, b) and 4 ° are repealed;
3 ° 7 °, 8 ° and 9 ° shall be replaced by the following: "7 ° by" investment in debt instruments': an organization whose sole purpose is the investment in debt-claims held by others and transferred to the body by a transfer agreement in the terms and conditions laid down by the King; "
8 ° by 'undertaking for collective investment that meets the conditions of Directive 2009/65/EC': a mutual fund that invests in investments meeting the conditions laid down by Directive 2009/65/EC;
8 ° 1 by "alternative collective investment organism" or "OPCA": a collective investment undertaking referred to in article 3, 2 ° of the law of April 19, 2014;
9 ° 'undertaking for collective investment which does not meet the conditions of Directive 2009/65/EC': a collective investment undertaking which does not invest in investments meeting the conditions laid down by the Directive 2009/65/EC, including the OPCA; ";
4 ° in 11 °, the words ", a Société en commandite par actions or a Société en commandite simple" are replaced by the words "or a company limited by shares".
5 ° in 12 °, the words "public collective investment bodies" are replaced by the words "collective investment undertakings which meet the requirements of Directive 2009/65/EC";
6 ° a 12 ° 1 is inserted, worded as follows: 12 ° 1 ' by 'society of management covered by the 2011/61/EU Directive': society of management referred to in article 3, 12 ° of the law of April 19, 2014; ";
7 ° in 26 °, item b) is repealed.
8 ° in the 27 °, the point c) is repealed;
9 ° a 55 ° 1 is inserted, worded as follows: "55 ° 1"law of April 19, 2014": Act of 19 April 2014 to alternative collective investment undertakings and their managers;".
S. 416 to article 4, § 1 of the Act, the following amendments are made: 1 ° 1 ° and 2 ° shall be replaced by the following: "1 ° Belgian collective investment undertakings which meet the requirements of the Directive 2009/65/EC;"
2 ° the foreign collective investment undertakings which meet the conditions of Directive 2009/65/EC and publicly offer their shares in Belgium. ";
2 ° paragraphs 2 and 3 are repealed.
S. 417 A section 5 of the Act, the following amendments are made: 1 ° the word "titles" is every time replaced by the word "parts";
2 ° in the paragraph 1, 1st subparagraph, the 3 ° and 5 ° are repealed;
3 ° paragraph 4 is hereby repealed.
S. 418. article 6 of the Act is replaced by the following: 'article 6. undertakings for collective investment under Belgian law which meet the conditions of Directive 2009/65/EC fall within one of two categories: 1 ° the mutual funds to variable number of shares; or 2 ° the sociétés d'investissement à capital variable. "."
S.
419 A section 7 of the Act, the following amendments are made: 1 ° 1st paragraph is repealed;
2 ° paragraph (2), now referred to as paragraph 1, is replaced by the following: 'The King, by royal decree taken on advice of the FSMA, defines the categories of permitted investments as regards collective investment undertakings which meet the requirements of the Directive 2009/65/EC.';
3 ° that article is supplemented by a paragraph 2, as follows: "collective investment undertakings which meet the conditions of Directive 2009/65/EC are required to opt for the placement of the financial resources they collect in one of the categories of permitted investments. Such placement must be carried out with the terms thus defined. "."
S.
420 A section 8 of the Act, the following amendments are made: 1 ° in paragraph 2, the words "à capital variable" or "variable number of shares" are repealed;
2 paragraph 2 °, 4 °, the words "or a receivables investment company" are repealed;
3 ° to the paragraph 2, 4, the words ' articles 12, 17, 25 or 28 "are replaced by the words" articles 12 or 17 ";
4 ° to paragraph 2, 5 ° and 6 ° are repealed;
5 ° paragraph 3 is repealed.
S.
421. in the same law, the heading of section Ire of chapter I, title II, book II of part II is replaced by the following: 'of the collective investment undertakings which meet the requirements of the Directive 2009/65/EC".
S. 422a section 10 of the Act, the following amendments are made: 1 ° 1st paragraph is replaced by the following: "collective investment undertakings which meet the requirements of the Directive 2009/65/EC have for sole object the collective investment in investments responding

with the conditions of Directive 2009/65/EC, in accordance with the provisions of this Act, of the orders and regulations for its execution and their management regulations or statutes. ";
2 ° paragraph (2) is repealed.
S. 423. in article 11, § 3 of the Act, the following amendments are made: 1 ° in the sentence "any mutual fund to variable number of shares shall be designated by a particular designation;" "to variable number of shares" shall be replaced by the words "which meets the conditions of Directive 2009/65/EC";
2 ° the phrase beginning with the words "If the category of authorized investments for which he has opted" shall be replaced by the sentence "If the fact that it is a collective investment undertaking which meets the conditions of Directive 2009/65/EC is not clear from the name, the name of this category must always immediately follow its name.".
S. 424. in article 12, § 1, paragraph 1 of the Act, the words "in variable number of parts which opted for the categories of authorized investments referred to in article 7, paragraph 1, 1 ° or 2 °" are repealed.
S. 425. in section 16 of the Act, the following amendments are made: 1 ° in paragraph 2, the phrase beginning with the words "If the category of authorized investments for which it has opted" shall be replaced by the sentence "If the fact that it is a collective investment undertaking which meets the conditions of Directive 2009/65/EC is not apparent from this description , the name of this category should always immediately follow its name. ";
2 ° in paragraph 6, the words "184, § 1, paragraphs 2 and 5 and § 2" are replaced by the words "184, § 2, paragraphs 1, 2, 3, and paragraph 6, last sentence, and § 4";
3 ° to operative paragraph 6, the words "and 4 ° bis' shall be inserted after the words"195bis, paragraph 1, 3 °";
4 ° to operative paragraph 6, the words "463, paragraph 3" shall be replaced by the words '463, paragraph 4';
5 ° to operative paragraph 6, the words ", 466, paragraph 4" are repealed;
6 ° to operative paragraph 6, the word ", 515bis" is inserted between the word '509 ' and the words', 533, § 2 ".
S. 426 A article 17, § 1, paragraph 1 of the Act, the words "which has opted for the categories of authorized investments referred to in article 7, paragraph 1, 1 ° or 2 °" are repealed.
S. 427. in chapter I, title II, book II of part II of the Act, sections II and III, with articles 18 to 29 are repealed.
S.
428. in article 32, paragraph 2 of the same Act, the words "in variable number of shares" are repealed.
S.
429. at article 35, § 1 of the Act, the following amendments are made: 1 ° 1st paragraph is repealed;
2 ° in paragraph 2, the words "with regard to the mutual funds that meet the conditions of Directive 2009/65/EC," shall be repealed and the word "peuvent" is replaced by the word "Able";
3 ° in paragraph 3, the words "or 2" are repealed.
S. 430 A section 41, § 6 of the Act, the following amendments are made: 1 ° a paragraph worded as follows is inserted between paragraphs 3 and 4: of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on the agencies ' credit rating to evaluate the credit quality of the assets of the collective investment undertaking."
2 ° paragraph is supplemented by a paragraph worded as follows: ' the FSMA, taking account of the nature, extent and complexity of the activities of undertakings for collective investment, monitors the adequacy of the assessment of the investment firms credit process, evaluates the use of references to credit ratings, as they are referred to in paragraph 4, in the collective investment undertakings investment policies and ' where appropriate, encourages mitigation of the effects of such references, to reduce the mechanical and exclusive use of such credit ratings."
S. 431 § 1. Article 42, § 1, 4 ° of the Act, the following amendments are made: 1 ° in the a), "a company subject to a regime of prudential supervision" shall be replaced by the words "an undertaking authorized to provide investment services referred to in article 46, 1 °, 4 of the law of 6 April 1995, a corporation listed in 2011/61/EU Directive or a collective investment management company";
2 ° b) is replaced by the following: "b) criteria of distribution of investments, fixed periodically by the investment company must be fulfilled.";
3 ° d) is repealed.
§ 2. Article 42, § 1, 5 ° of the Act, the following amendments are made: 1 ° points b) and d) are repealed.
2 ° the point c) is replaced by the following: 'c) the exercise of this management function cannot be entrusted to an undertaking established in Belgium or, under the conditions provided by this Act, to a collective investment management company which is governed by the law of another State member of the European economic area.'.
§ 3. Article 42, paragraph 3 of the Act, paragraph (2) is repealed.
S. 432 to article 44, the following changes are made: 1 ° paragraph 2 is repealed;
2 ° to operative paragraph 3, the words: "as regards investment companies which meet the conditions of Directive 2009/65/EC" are repealed and the word "may" and replaced by the word "Peuvent".
S.
433 A article 50, § 2, of the Act, the following amendments are made: 1 ° to the paragraph 1, the words "number variable or fixed share" are repealed;
2 ° paragraph (2) is repealed.
S. 434 § 1. In the title of section III of chapter II, title II, book II of part II of the Act, and in the title of the unit first of said section III, the words "in variable number of shares" are repealed.

§ 2. In the same Act, in subsection Ire, section III of chapter II of title II, book II, part II, the words "in variable number of shares" are repealed.
S. 435. in section 57 of the Act, paragraph (2) is repealed.
S. 436 article 60, paragraph 3 of the same Act, amended by the law of 17 July 2013, a paragraph worded as follows is inserted between paragraph 1 and paragraph 2: "However, notices and other documents relating to the social life of the mutual fund are communicated prior to their release to the FSMA but are not subject to the paragraph 1.".
S. 437. at article 63, § 2, paragraph 1 of the Act, the word "contained" is inserted between the words "character misleading or inaccurate information" and the words "in the prospectus".
S. 438. article 66 of the Act is repealed.
S. 439. in articles 69 and 70 of the Act, the words "articles 65, § 1 and 3" every time are replaced by the words "articles 65, § 1".
S. 440. at article 71, paragraph 1 of the Act, the following amendments are made: 1 ° the word "titles" shall be replaced by the word "parts";
2 ° a point j) / 1 shall be inserted, worded as follows: ' j) / 1 collective societies referred to in 2011/61/EU Directive included in the list referred to in article 314 of the Act of April 19, 2014; ".
S. 441. in section 72 of the Act, the words "which has opted for the category of authorized investments referred to in article 7, paragraph 1, 1 °" are replaced by the words "which meets the conditions of Directive 2009/65/EC".
S. 442. article 73 of the Act is repealed.
S. 443. at section 74 of the Act, the following amendments are made: 1 ° "of article 7, paragraph 2" shall be replaced by the words "of article 7, paragraph 1 of the';
2 ° 2 ° and 3 ° are repealed.
S. 444. article 75 of the Act is repealed.
S. 445. in section 77 of the Act, the words "which exceeds the limit fixed by the King" are replaced by the words "which exceeds the limit fixed by the King under section 74".
S. 446 A section 81 of the Act, the following amendments are made: 1 ° paragraph 3 is deleted;
2 ° in paragraph 4, the words "article 4" shall be replaced by the words "article 3, 1 °".
S. 447. in section 85 of the Act, the words "in variable number of shares" are repealed.
S. 448. article 87 of the Act is repealed.
S. 449. at section 88 of the Act, the following amendments are made: 1 ° in the 1st paragraph, paragraph 2 is repealed;
2 ° in the paragraphs 2 and 3, the words "as well as quarterly financial statements", the words "as well as quarterly financial statements" as well as the words "and financial statements" are each time removed.
S. 450. in section 90 of the Act, the words "in variable number of shares" are repealed.
S. 451. in article 92, § 2, paragraph 1 of the Act, the words "which has opted for the category of authorized investments referred to in article 7, paragraph 1, 1 °" are repealed.
S. 452. at section 96, § 4 of the Act, the words "79, 80, 82, 1 ° and 3 °, 83 and 85" are replaced by the words "79-85".
S. 453. in the same Act, a section 96/1 is inserted, worded as follows: "article
96/1 other entities to which the provisions of this Act and orders and regulations for its execution are applicable are, to that extent, subject to the control of the FSMA. Article 96, §§ 1 to 4 shall apply by analogy."
S. 454. in article 106, § 1, paragraph 1, 2 °, a) of the Act, the words ", and quarterly financial statements" and the words "and the aforementioned financial statements arrested at the end of semester and year-end" are repealed.
S. 455 A section 115 of the Act,

the following changes are made: 1 ° in the paragraph 1, paragraph 1, the words "or to another entity to which of the provisions of this Act or orders and regulations for its execution are applicable" shall be inserted between the words "designated a collective investment management company" and "a period in which";
2 ° paragraph 1, paragraph 2 is replaced by the following: "If the person or the entity concerned remains in default upon the expiry of the time limit, FSMA can, the person or the entity concerned heard or at least duly summoned, impose a penalty at the rate of a maximum amount of 2 500 000 euros per offence or EUR 50 000 per day of delay. ';
3 ° in paragraph 2, the words "or to a company of management of organizations designated for collective investment or other entity to which the provisions of this Act or orders and regulations for its execution are applicable" shall be inserted between the words "a collective investment of Belgian law organization" and the words ", an administrative penalty".
S. 456. titles III and IV of the book II of part II of the Act, with articles 116-147, are repealed.
S.
457 in article 148, paragraph 1 of the Act, the following amendments are made: 1 ° to 1 °, the word "titles" shall be replaced by the word "parts";
2 ° 2 ° is repealed;
3 ° in paragraph 2, the words "respectively referred to in titles I and II" are repealed.
S.
458 A section 150, § 1 of the Act, the following amendments are made: 1 ° paragraph 3 is repealed;
2 ° paragraph 4 is replaced by the following: "If advice, advertisements and other documents pertaining to an offer of units of a collective investment of foreign law which is entered on the list referred to in article 149, are broadcast in Belgium in one or more national languages, this Organization shall, without prejudice to the preceding paragraphs, broadcast in Belgium the document information key investor in the languages in which the notice" , advertisements and other documents referred to above are broadcast in Belgium. ";
3 ° paragraph 6 is repealed.
S. 459 A section 151 of the Act, the following amendments are made: 1 ° in the paragraph 1, paragraph 1, the words "and/or a designated collective investment management company or any other entity to which the provisions of this Act or orders and regulations for its execution are applicable" shall be inserted between the words "a mutual fund" and the words "a time in which";
2 ° in the paragraph 1, paragraph 2, the words "mutual fund" are each time be replaced by the words "the person or entity" and the words "heard or at least duly summoned" are replaced by the words "heard or at least duly convened";
3 ° in paragraph 2, the words "or to a company of management of organizations designated for collective investment or other entity to which the provisions of this Act or orders and regulations for its execution are applicable" shall be inserted between the words "a mutual fund" and the words ", an administrative fine";
4 ° in operative paragraph 3, the words ' and articles 155, § 3 and 166, § 3 "are replaced by the words" and article 155 § 3 ".
S. 460. at article 152, paragraph 1 of the Act, the following amendments are made: 1 ° to 2 °, the words "with regard to units of collective investment undertakings" referred to in title I of this paper, or compartment of such a body, are repealed;
2 ° 3 ° is repealed.
S. 461 article 153 of the Act, the term "securities" is replaced by the word "parts".
S. 462 A section 155, § 1 of the Act, the following amendments are made: 1 ° to the paragraph 1, the word "securities" is replaced by the word "parts";
2 ° a paragraph worded as follows is inserted between paragraph 2 and paragraph 3: "However, notices and other documents relating to the social life of the OPCA are communicated beforehand to the FSMA but are not subject to the paragraph 1.".
S. 463. in article 157, paragraph 2 of the same Act, the words "3 ° and 4 °" are replaced by the words "3 °, 4 ° and 6 °".
S. 464. in Book III of part II of the Act, title II, containing the articles 160 to 185, is repealed.
S. 465. § 1. Article 190, paragraph 2 of the same Act, the following amendments are made: 1 ° the words ", a society of management covered by the 2011/61/EU Directive"are each time inserted between the words "another collective investment management company" and the words", from an investment firm";
2 ° the words ", that a corporation referred by 2011/61/EU Directive"are inserted between the words "than another collective investment management company" and the words", as an investment firm";
3 ° the words ", the collectives referred to in 2011/61/EU Directive" shall be inserted between the words "management of investment funds societies" and the words"investment firms".
§ 2. Article 190, paragraph (3) of the Act is replaced by the following: "Similarly, FSMA previously consulted the authorities of control referred to in paragraph 2 or, as appropriate, the Bank, for the purpose of assessing the qualifications of the shareholders and executives in accordance with articles 198 and 199, where the shareholder is a company referred to in paragraph 1 or in paragraph 2 and the person participating in the direction of the management of investment company" collective takes part also in the direction of one of the companies referred to in paragraph 1 or paragraph 2. These authorities shall communicate to each other all information useful for the assessment of the qualifications of shareholders and persons participating in the direction referred to in this paragraph. "."
S. 466 A section 201, § 6 of the Act, the following amendments are made: 1 ° a paragraph worded as follows is inserted between paragraphs 3 and 4: of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on the agencies ' credit rating to evaluate the credit quality of the assets of the collective investment undertaking. ";
2 ° paragraph is supplemented by a paragraph worded as follows: ' the FSMA, taking account of the nature, extent and complexity of the activities of undertakings for collective investment, monitors the adequacy of the assessment of the investment firms credit process, evaluates the use of references to credit ratings, as they are referred to in paragraph 4, in the collective investment undertakings investment policies and ' where appropriate, encourages mitigation of the effects of such references, to reduce the mechanical and exclusive use of such credit ratings. "."
S. 467. § 1. Article 202, § 1, 4 ° of the Act, the following amendments are made: 1 ° in the a), "a company subject to a regime of prudential supervision" shall be replaced by the words "an undertaking authorized to provide investment services referred to in article 46, 1 °, 4 of the law of 6 April 1995, a corporation listed in 2011/61/EU Directive or a collective investment management company";
2 ° b) is replaced by the following: "b) criteria of distribution of investments, fixed periodically by the undertaking for collective investment must be fulfilled.";
4 ° d) is repealed.
§ 2. Article 202, § 1, 5 ° of the Act, the following amendments are made: 1 ° to point b), paragraphs 2 and 3 are repealed;
2 ° the point c) is repealed.
§ 3.
In article 202, § 3, of the Act, paragraph (2) is repealed.
S. (468 A of section 207 of the Act, the following amendments are made: 1 ° in paragraph 2, paragraph 5, b), the words "directive EU-61-2011"are inserted between the words 'Directive 2009 / 65 / EC' and the words ', Directive 92/49/EEC of the Council of 18 June 1992 ";
2 ° in paragraph 4, paragraph 1, was) the words ", a society of management covered by the 2011/61/EU Directive" shall be inserted between the words "an investment firm" and the words "or a collective investment management company";
3 ° in paragraph 4, paragraph 3, the words ", collecting societies referred to in 2011/61/EU Directive" shall be inserted between the words "investment firms" and the words "or management of undertakings for collective investment companies".
S. 469. in article 218, paragraph 2 of the same Act, the words "or its customers" are repealed.
S. 470. in article 221 of the Act a written paragraph as follows is inserted before paragraph 1: ' article 62A of the Act of 6 April 1995 and the orders taken for execution if applies to the management companies of undertakings for collective investment for what concerns the exercise of investment services referred to in article 3, 23 °. ".
S. 471. article 224 of the Act is repealed.
S. 472. in article 228 of the Act 1 is repealed.
S. 473 A article 236, § 4 of the Act, the words "79, 80, 82, 1 ° and 3 °, 83 and 85" are replaced by the words "79-85".
S. 474. in the same Act, an article 236/1 is inserted, worded as follows: "article 236/1 other entities to which the provisions of this Act and orders and regulations for

his execution are applicable are, to that extent, subject to the control of the FSMA. Paragraphs 1 to 4 of article 236 shall apply by analogy. "."
S. 475 A section 241 of the Act, the following amendments are made: 1 ° 1st paragraph, 1st paragraph, 2 ° is replaced by the following: "2 ° is meant by"financial company"a financial institution whose subsidiary undertakings are exclusively or mainly credit institutions, investment firms, management companies of undertakings for collective investment, OPCA managers covered by the 2011/61/EU Directive or financial institutions one at least of such subsidiaries being a credit institution, an investment firm, a collective investment management company or Manager of OPCA referred to in Directive 2011/61/EU, and which is not a mixed financial holding company within the meaning of article 3, 39 ° of the Act of April 25, 2014, article 95A of the law of 6 April 1995 article 91octies decies of the law of 9 July 1975 or article 98 of the Act of February 16, 2009; ";
2 ° in operative paragraph 5, the words ", article 345 of the Act of April 19, 2014"shall be inserted between the words "of article 95bis of the law of 6 April 1995" and the words", article 98 of the Act of February 16, 2009".
S.
476 A section 250 of the Act, the following amendments are made: 1 ° paragraph 1, subparagraph 2, 3 ° is supplemented by a second paragraph, as follows: 'the FSMA may similarly, order a collective investment management company to sell stakes it holds in accordance with article 217. Article 208, paragraph 2 shall apply; ";
2 ° in paragraph 3, paragraph (3) is repealed.
S. 477 A section 255 of the Act, the following amendments are made: 1 ° in the paragraph 1, paragraph 1, the words "or a mixed financial holding company"are replaced by the words", to a mixed financial holding company or other entity to which the provisions of this Act or orders and regulations for its execution are applicable";
2 ° in paragraph 2, the words "or a mixed financial holding company under Belgian law or foreign law" are replaced by the words ", to a mixed financial holding company or any other entity to which the provisions of this Act or orders and regulations for its execution are applicable Belgian law or foreign law".
S. 478 A section 256 of the Act, the following amendments are made: 1 ° to 1 °, the semicolon is replaced by a point;
2 ° 2 ° is repealed.
S. 479. at article 271, § 2, paragraph 2, the words "250, § 1, paragraph 2, 1 °, 3 ° and 4 °" are replaced by the words "250, § 1, paragraph 2, 1 °, 3 °, 4 ° in 5 °".
S. 480. in the same Act, it is inserted part III bis, comprising articles 271/1 to 271/18, read as follows: "part III bis. Institutional undertakings for investment in debt claims book Ier. Field of application and general provisions art. 271/1 this Part applies to investment undertakings which collect their financial means, in Belgium or abroad, exclusively from eligible investors acting on their own behalf, and whose titles cannot be acquired by such investors and who are registered in accordance with the provisions of this part.
S.
271/2 for the purposes of article 3, 13 °, has), i), article 5 shall apply.
S.
271/3 institutional undertakings for investment in debt claims have for exclusive object placement in in claims held by others and transferred into the investment by a transfer agreement in the terms and conditions laid down by the King, in accordance with the provisions of this Act, orders and regulations for its execution and their regulation of management or their statutes.
S.
271/4 any institutional investment in debt claims organization is managed or administered according to the principle of distribution of risks and to ensure management autonomous and in the interest exclusive holders of securities issued by the investment.
Book II. Status of private law art.
271/5 institutional undertakings for investment in debt claims can be made in the form of a Fund for investment in debt or an investment in debt claims ("SIC") company.
S.
271/6 § 1. Institutional undertakings for investment in debt instruments shares are nominative.
§ 2. Notwithstanding article 3, 3 °, the transferor of claims, which is not the quality of eligible investor may acquire securities of the organization or to provide funding in another way, insofar as these financial resources are primarily intended to provide other guarantees investors to manage the risk of non-payment of debts.
Without prejudice to article 3, 3 ° in case of admission to trading of the securities of an institutional investment in debt claims organization on an MTF or a market regulated which is accessible to the public or when titles of such a body of investment be detained due to third parties by other investors through that eligible investors, he is unaffected in the institutional character of Fund provided that it takes adequate measures to guarantee the quality of eligible investors in its securities holders and that it does not or does not favour the holding of its securities by investors other than eligible investors.
The King may, by order made on the advice of the FSMA, determine the conditions under which the institutional investment in debt claims body is presumed to take appropriate measures, within the meaning of the preceding paragraph, to guarantee the quality of eligible investors in its securities holders.
By way of derogation from article 3, 1 ° and 3 °, in claims Fund institutional can collect its funds exclusively from a single eligible investor so far as a professional investor referred to in point (4) of part I, paragraph 1, of Annex A to the royal decree of 3 June 2007 on the rules and procedures intended to transpose the Directive on markets in financial instruments.
S. 271/7 § 1. Net proceeds of the placement or the investment company background are determined and distributed or capitalized in accordance with the management regulations or statutes.
§ 2. The rights assigned to each part are equal; It cannot be created by the different categories of shares, unless: 1 ° the management regulations or statutes provide for the creation of two types of shares, the net proceeds being distributed for a type and capitalised for each other;
2 ° the articles of a company of investment in debt instruments provide for the possibility to create different categories of shares in accordance with articles 271/11 271/9, § 1, paragraph 1;
3 ° the management regulations of a mutual fund in debt or articles of incorporation of a Société d'Investissement en claims create different classes of shares. The management regulations or the articles of Association determine the terms of distribution, between the various categories of shares, of the sums paid by the debtors of the claims comprising the portfolio of receivables.
The management regulations or the articles of association may provide for priority shares.
§ 3. The statutes of a receivables investment company or the management regulations of a mutual fund in debt instruments stipulate that the profit of the company or Fund is distributed or reserved for later distribution or to cover risks of non-payment of debts.
S. 271/8 when a receivable is assigned by or to a body of investment in debt claims within the meaning of this Act, article 1328 of the civil Code and article 26 of the law of 12 June 1991 on consumer credit, article 8 of chapter II, title I of book II of the Code of commerce and articles 18 and 20 of the Act of 15 April 1884 on agricultural loans are not applicable to this assignment. The same provisions are not applicable when a claim is given or pledged by an investment in debt claims within the meaning of this Act.
When receivables are transferred to or by an investment in debt claims within the meaning of this Act, the assignee gets all rights under insurance contracts by the only completion of the formalities prescribed by book III, title VI, Chapter VIII of the civil Code, that the assignor has to ensure the assigned receivables. A pledge of these same rights to or by an investment in debt claims made by completion of the formalities prescribed by the provisions of Book III, title XVII of the civil Code or title VI, book I of the Code of commerce.
S. 271/9 § 1. Articles 11, §§ 1, 2 and 4, 12, §§ 1, 2, 3, paragraph 2 and 4, 13, paragraphs 1 and 3 and 14 apply to institutional investment in debt funds.
In the cases referred to 14, § 2, paragraph 2, 1 °, 2 ° and 3 °, the General Assembly of participants may validly deliberate only if participants represent at least half the number of shares outstanding.
If this condition is not met, a new convocation is necessary and the new Assembly deliberates validly regardless of the portion of the shares outstanding represented by participants.
The two preceding paragraphs shall not apply to the deliberations and decisions referred to in article 14, § 1.
§

2. in the event of issuance of new shares against contribution in cash, must be provided in advance to holders of previously issued shares.
§ 3. The management of institutional investment in debt claims Fund regulations may be amended by a decision of the general meeting of participants.
§ 4. Any institutional debts Fund must be designated by a particular designation; It must include the words "institutional debt investment fund under Belgian law" or be immediately followed by these words.
§ 5. In case of dissolution, liquidation or restructuring of a mutual fund in institutional debts, the provisions of book IV, title IX or XI of the Code Book companies shall apply by analogy.
S.
271/10 § 1. A SIC is incorporated in the form of a limited liability company or a limited partnership.
§ 2. The articles of Association determine the amount of the fixed part of the share capital.
The amount referred to in paragraph 1 cannot be less than 61 500 euro and must be fully released.
The SIC is à capital variable for which exceeds the amount of the fixed part of the share capital.
§ 3. 439, 440, 441, 448, 477 and 616 articles of the Code of corporations, as well as articles 613 and 614 of the Code of corporations with respect to the variable part of the capital, are not applicable to the SIC.
Without prejudice to article 3, 7 ° a) article 559 of the Corporations Code shall apply.
S. 271/11 § 1. The statutes of a SIC may authorize the Board of Directors to create different classes of shares corresponding to a separate part, or compartment, heritage. Article 560 of the Code of corporations is not applicable.
In case the compartments are mentioned individually in the statutes, they are changed by decision of the Board of Directors to create a new class of shares, without having a general meeting must be convened to do this.
§ 2. In the respect of equality of the participants, the statutes provide the mode of allocation of costs for the company and investment by compartment, as well as the mode of exercise of the right to vote, approval of the annual accounts and granting discharge to the directors and Auditors by the General Assembly.
§ 3. In case of dissolution, liquidation or restructuring of compartments, the provisions of book IV, title IX or book XI of the Code of corporations shall apply by analogy to compartments.
Each compartment of a SIC is paid separately, without giving rise to the liquidation of another compartment. Only the liquidation of the last compartment shall entail the liquidation of the SIC.
§ 4. Rights of participants and creditors relating to a compartment or born on the occasion of the constitution, the operation or the liquidation of a compartment are limited to the assets of that compartment.
In the case of creation of different compartments in the heritage, any commitment or any operation is with respect to the consideration charged for unequivocally to one or more compartments. The directors are jointly and severally liable, either to the participants in the Fund, or towards third parties for all damages resulting from breaches of the provisions of this paragraph.
By way of derogation from articles 7 and 8 of the mortgage law of December 16, 1851, the assets of a sub-fund are exclusively the rights of participants relating to that compartment and the rights of creditors whose debt was born on the occasion of the constitution, the operation or the liquidation of that compartment.
The rules in matter of judicial reorganisation and bankruptcy are applied per compartment without such judicial reorganization or such bankruptcy could result in full the judicial reorganization or bankruptcy of the other compartments or the investment company. Creditors may contractually limit or waive their right to seek dissolution, liquidation or bankruptcy of the sub-funds or the investment company itself.
S.
271/12 § 1. Articles 568-580 of the Code of corporations, are otherwise contained in the conditions of issue, applicable to holders of bonds or other debt securities issued by an investment in debt claims.
In case of issue of bonds or other debt securities with a Fund of investment in debt claims, obligations which the issuing company or its Board of Directors under articles 568-580 above are imposed on the management company's funds.
One or more representatives of holders of debt securities belonging to the same issue or the same class of securities may be appointed, as long as the conditions of issuance contain rules relating to the Organization of general meetings of holders of debt securities concerned. These representatives can bind all holders of debt securities ranking pari passu or same category and represent them towards third parties and justice, within the limits of the tasks entrusted to them, without having to justify their power otherwise than by presentation of the Act by which they have been appointed. They can take legal action and represent holders of debt in bankruptcy, judicial reorganization, or similar procedure without having to reveal the identity of the holders of debt obligations they represent.
These representatives exercise their powers only in the interests of the holders of debt obligations they represent and are held to account to them as laid down in the conditions of issuance or the appointment decision.
Representatives of holders of debt securities are named either prior to the issuance by the issuer, or, if their appointment occurs after the issuance by the Assembly of the relevant debt securities holders. Their powers are fixed in conditions emission or, failing that, by the General Assembly relevant debt securities holders.
The General Assembly of the relevant debt securities holders may revoke, at any time, the representatives thus designated provided that it simultaneously refers to one or more other representatives.
Unless more restrictive provision contained in the conditions of issue, the General Assembly pronounces to the simple majority of the represented titles.
§ 2. Investment in debt claims can a for the benefit of the holders of bonds and debt securities, referred to in article 2, 31 °, b), of the law of 2 August 2002, it issued or that she will give in pledge the receivables and other assets than the investment in debt claims organization has acquired or will acquire in accordance with the provisions of title VI of book I of the Commercial Code.
Except as otherwise provided in the pledge agreement, the pledge includes full debts delivered pledged revenue or funds received in payment and receivables and financial instruments in which they are invested.
Article 17, 3 °, of the law of 8 August 1997 on bankruptcy does not apply to alterations, additions or replacements in relation to the object of the pledge referred to in this paragraph provided that this pledge is established at the latest at the time of the issuance of the securities of guaranteed claims and that the changes, additions and replacements will be in accordance with the provisions of the pledge agreement or in accordance with the second subparagraph of this paragraph.
Without prejudice to other means of implementation provided for by law, the president of the tribunal de commerce ordered, at the request of all holders of guaranteed debt, pledge remain them in payment and due to competition from an estimate made by an expert.
S. 271/13 § 1.
An institutional investment in debt claims company may engage in other activities as provided for in article 3, 1 ° and 3 °, or hold other assets than those needed for the achievement of its statutory purpose.
§ 2. By way of derogation from article 78 of the Code of corporations, the name of an institutional investment in debt instruments company and all the documents emanating in must contain the words "institutional investment in debt claims company under Belgian law" or "SIC institutional under Belgian law" or be immediately followed by these words.
§
3. By way of derogation from article 1 of the Code of corporations, an institutional investment in receivables company can be incorporated by an eligible investor.
Article 646, § 1, paragraph 2, of the Code of companies is not applicable.
Book III.
Access to the activity and exercise activity title Ier. Registration art.
271/14 institutional undertakings for investment in debt instruments are required, before starting their activities, to register with the Federal Public Service Finance on the list of institutional undertakings for investment in debt claims. The same obligation is applicable, where appropriate, for the compartments of the placement agency.
S. 271/15 an institutional investment in debt claims organization is registered on this list upon presentation of a copy of its statutes or its management regulations.
The King determines the conditions for registration.
Each document issued by the Federal Public Service Finance to confirm this registration and each document that refers to this inscription to achieve the Organization's investment operations must mention that registration has no appreciation of the desirability and quality operations, or the situation of the Agency.

TITLE II. Activity art.
271/16 the King determines the obligations and prohibitions imposed institutional undertakings for investment in debt claims.
These orders are issued by the King on the advice of the FSMA and open consultation.
S. 271/17 articles 81, § 1, paragraph 1, §§ 2 and 4 and 101, § 1, paragraphs 1 and 3, are applicable to the institutional investment in debt claims.
Institutional undertakings for investment in debt claims can still hold incidentally or temporarily the term, cash and securities investments.
The King may define the rules according to which institutional undertakings for investment in debt claims should take their accounting, as applicable, per compartment, make estimates of inventory and establish and publish their annual accounts.
TITLE III. Control art. 271/18 the King, by order made on the advice of the FSMA, may extend the application of sections 96 to 115 of this Act to the investment in debt claims institutional."
S.
481. in Book III, part III, of the same Act, title II, containing the articles 272 to 285, is repealed.
S. 482 A section 285bis of the Act, inserted by the Act of July 30, 2013, the following changes are made: 1 ° article 285bis is moved to part VI of the Act, and renumbered 295/1;
2 ° the word "titles" is every time replaced by the word "parts";
3 ° to 1 °, the words "undertaking for collective investment to variable number of shares under Belgian law" shall be replaced by the words "undertaking for collective investment under Belgian law that meets the conditions of Directive 2009/65/EC";
4 2 ° ° is repealed;
5 ° 4 is replaced by the following: "4 ° of a public offer of the units of an undertaking for collective investment Belgian or foreign that meets the conditions of Directive 2009/65/EC, where article 71 has not been respected;
or";
6 ° to 5 °, "undertaking for collective investment of Belgian or foreign law" shall be replaced by the words 'organization of collective investment under Belgian law or foreign national who meets the conditions of Directive 2009/65/EC' and the words ' articles 60, § 3, 155, § 1, paragraph 1 and 166, § 1 "are replaced by the words" articles 60, § 3 and 155 " ", § 1, paragraph 1".
S. 483 A section 287 of the Act, the following amendments are made: 1 ° in 1 °, the words ", 155 and 166" are replaced by the words "and 155";
2 ° in 2 °, the words ", 155, § 3, or 166, § 3" are replaced by the words "and 155, § 3";
3 ° 6 ° is replaced by the following: "6 ° those who knowingly offered or disposed of shares as being titles of a mutual fund or agency for investment in debt even though they knew that the entity which they offered or transferred titles was not a collective investment undertaking within the meaning of part II of this Act or a body of investment in debt claims within the meaning of part III bis of the" This Act, or even though they knew that these titles did not meet the characteristics of the securities of a collective investment undertaking within the meaning of part II of this Act or of an organization's investment in debt claims within the meaning of part III bis of this Act; ";
4 ° 7 ° is replaced by the following: "7 ° those who knowingly have publicly offered or sold securities as an undertaking for collective investment securities meets the requirements of the Directive 2009/65/EC although they knew that the body of collective investment which they offered or transferred titles was not a collective investment undertaking meets the requirements of the Directive 2009/65/EC for the purposes of title II of book II of the" Part II of this Act, or even though they knew that these titles did not meet the characteristics of a body of investment securities group meets the requirements of Directive 2009/65/EC for the purposes of title II of book II of part II of this Act; ";
4 ° to 2 °, 3 °, 4 ° in 5 °, the words "in variable number of shares" are repealed.
S. 484. at article 288 of the Act, the following amendments are made: 1 ° in 1 °, the word "titles" shall be replaced by the word "parts";
2 ° 2 ° is replaced by the following: "2 ° those who publicly offer shares in a mutual fund of foreign law while the FSMA has not received the notification referred to in article 93, paragraph 3, of the Directive 2009/65/EC or while registration as a mutual fund of foreign law has been revoked or in disregard of a measure of suspension or prohibition referred to in article 157;";
3 ° in 3 °, the words ", 143, 144" are repealed;
4 ° a 3 ° 1 is inserted, worded as follows: "3 ° 1 those who used the name"Organization for investment in receivables", 'Fund of investment in debt instruments' or 'society of investment in debt instruments' to describe an entity that is not included in the list of investment in debt claims referred to in article 271/14, except when this use in Belgium is due to an investment in debt of foreign law organization who is authorized to make use of such a" name in its country of origin; ";
5 ° 4 is replaced by the following: "4 ° the investment company, the undertakings for collective investment management company designated, the undertakings referred to in article 42 § 1, as well as directors, managers and directors of the companies and undertakings mentioned above, who have knowingly violated the provisions of part II or III bis of this law or of the orders and regulations for its execution or which knowingly conducted transactions relating to the Organization of investment portfolio which" are contrary to the provisions of this Act or of the orders and regulations for its execution; ";
6 ° in the 7th, the words ", quarterly financial statements" are repealed;
7 ° in 8 °, the words '' or quarterly financial statements '' are hereby repealed.
S. 485. in article 289, § 1, 1 ° of the Act, 'articles 188 or 274 or 279' shall be replaced by the words "article 188".
S. 486. in article 296, § 2, paragraph 1 of the Act, the words ", 271, 278 and 284" are replaced by the words "and 271".
S. 487. at article 297, paragraph 1 of the Act, the following amendments are made: 1 ° in 1 °, the words "of the undertakings for collective investment and" shall be inserted between the words "status and control" and "management of investment funds societies";
2 ° in 2 °, the words "to the undertakings for collective investment and" shall be inserted between the words "Directives" and the words "prudential supervision".
S. 488. articles 301, 302, 303, 304 and 305 of the Act are repealed.
S. 489. in articles 5, 61, 152 and 154 of the Act, "institutional investors or professionals" shall each time be replaced by the words "professional investors".
Part VIII. -PROVISIONS various arts.
490 before that held on the opening of bankruptcy proceedings or interim divested within the meaning of article 8 of the law of 8 August 1997 on bankruptcy with respect to a public OPCA or a management company public OPCA, the president of the tribunal de commerce Manager captures the FSMA for an opinion. The Clerk shall transmit the request without delay. It shall inform the Prosecutor of the King.
The referral of the FSMA is written. She is accompanied by the necessary parts for its information.
The FSMA shall deliver its opinion within a period of fifteen days from the receipt of the request for an opinion. The FSMA may, in the case of a procedure on an OPCA or an OPCA management company that requires prior coordination with foreign authorities, give its opinion within a time long without however that the total period does not exceed thirty days. Where it considers need to make use of this exceptional period, FSMA shall notify the judicial authority called to adjudicate. The period within which the FSMA to make its opinion suspends the period within which the judicial authority must decide.
In the absence of response of the FSMA in due time, the Court may decide.
The opinion of the FSMA is written. It is transmitted by any means to the Registrar, who shall provide to the president of the commercial court and the Prosecutor. The notice is placed on the record.
S. 491. § 1.
The King may modify the terminology of the legal provisions in force as well as references to the provisions of the law of August 3, 2012, of the law of 20 July 2004 or in Book III of the law of 4 December 1990, which would be contained in those provisions to ensure their consistency with this Act.
§ 2. The King may, by deliberate order in Council of Ministers, take the measures necessary for the transposition of the mandatory provisions resulting from international treaties or international acts taken pursuant to them, in the matters governed by this Act on the advice of the FSMA. The King may, under the same procedure, determine that violations of these provisions are punishable by administrative measures and penalties in accordance with sections 359, 362 and 365.
The Royal Decrees made pursuant to paragraph 1 may change, Supplement, replace or repeal the legal provisions in force.
The Royal Decrees made pursuant to paragraph 1 are repealed right when they were not confirmed by law within 24 months following their publication in the Moniteur belge.
Part IX. -TRANSITIONAL provisions and final book I. -Obligation for approval of alternative investment funds managers

S. 492 § 1. Managers exercising activities subject to the provisions of part II of this Act before the entry into force, shall take all measures necessary to comply with these provisions and submit an application for approval in respect of article 11 for 22 July 2014 at the latest.
§
2. Sections 84 to 92, 102-104, 114-124, 126-129 and 133 do not apply to the marketing of units of OPCA, which are currently the object of a takeover bid by means of a prospectus that was prepared and issued in accordance with Directive 2003/71 / EC before July 22, 2013 for the duration of validity of the prospectus.
§ 3. Can continue their activity without the approval of article 11 to the extent that they exercised it before July 22, 2013: 1 ° the OPCA under Belgian law management companies that manage OPCA to fixed number of shares of Belgian or foreign law; and 2 ° the OPCA under Belgian law to fixed number of shares that are not managed by a management company;
insofar as they do not additional investments after July 22, 2013.
Management companies and the OPCA referred to in this paragraph shall remain subject to the provisions of the law of August 3, 2012 and the orders and regulations for its execution, such as in force at the date of the entry into force of this Act.
§ 4. May continue to exercise their activities without having to comply with this Act, with the exception of articles 60 and 61, §§ 1, 3 and 4, and, where appropriate, articles 76 to 83 or submit an application in order to obtain an authorisation to the title of article 11 of this Act 1 ° the management companies of OPCA running OPCA in fixed number of shares; and 2 ° the OPCA with fixed number of shares that are not managed by a management company which the subscription to participants period ended before July 21, 2011 and are made for a period expiring no later than July 22, 2016.
Management companies and the OPCA referred to in this paragraph remain the remainder subject to the provisions of the law of August 3, 2012 and the orders and regulations for its execution, such as in force at the date of the entry into force of this Act.
Book II. -Marketing without a passport to undertakings for collective investment alternative title I:. -Entry into force of articles 93 to 100, 105, 125, 130, 131 and 134 to 179 s. 493. articles 93 to 100, 105, 125, 130, 131 and 134 to 179 shall become effective on the date specified in the delegated Act adopted by the European Commission under article 67, paragraph 6 of Directive EU-61-2011.
TITLE II. -Transitional provisions chapter I.
-Marketing without a passport in Belgium of units of undertakings for collective investment alternative third countries managed by a manager of the Union art. 494. a manager of the Union can market in Belgium of the shares of OPCA third countries that it manages and feeders of the Union which do not fulfil the conditions referred to in article 84, paragraph 2, provided that: 1 ° the Manager is specifically authorised in its home Member State and meets the requirements laid down by Directive EU-61-2011, with the exception of article 21.
Manager ensures however that one or more entities designated to carry out the tasks referred to in article 21, paragraphs 7, 8 and 9 of Directive EU-61-2011 and cannot in no case to itself carry out such missions. Manager communicates the identity of these entities to the FSMA;
(2) appropriate cooperation arrangements intended to comply with international standards and systemic risk monitoring exist between the FSMA and the supervisory authorities of the third country where the OPCA is established, in order to ensure an effective information exchange, allowing the FSMA to perform the tasks entrusted to him by law;
3 ° the third country in which the concerned OPCA is established is not included in the list of countries and non-cooperative territories of the FATF.
S. 495. the manager shall send beforehand to the FSMA notification for each OPCA it intends to market in Belgium.
This notification includes: 1 ° the documentation and information referred to in article 86, paragraph 2, 1 °, 2 °, 4 °, 5 ° and 6 °;
2 ° the identity of the entity designated to carry out the tasks referred to in article 21, paragraphs 7, 8 and 9 of Directive EU-61-2011;
3 ° demonstrating that satisfied the requirements of article 494.
In case it is satisfied the requirements of the preceding article, the FSMA informs the manager that it can begin marketing.
Articles 88 and 89 are applicable.
S. 496 § 1. Shares of the OPCA referred to in this chapter may not be the subject of a public offering in Belgium than in accordance with the provisions of article 503.
§ 2. The King may, by order made on the advice of the FSMA, extend to the OPCA referred to in this chapter which the units are marketed to retail investors, all or part of the obligations relating to the document information key investor which are applicable to the OPCA public.
Furthermore, the implementation of the orders and regulations made pursuant to sections 30A and 45, § 2 of the law of 2 August 2002 may be, in accordance with the conditions laid down by those provisions, extended by the FSMA or King to nonpublic OPCA which the units are marketed to retail investors.
CHAPTER II. -Managers of hedge funds established in a third country marketing without a passport of the shares of the undertakings for collective investment alternative that they manage s. 497. the managers of OPCA established in third countries can market in Belgium of the shares of the OPCA they manage without complying with the provisions of chapters I and II of title II, book II, part II subject to the following conditions: 1 ° the concerned Manager complies with articles 60, 61, §§ 1, 3 and 4, 63, 64, 65, 66, 68, 69 70, 71 and 72 for each OPCA marketed under this chapter.
On the other hand, Manager conforms also to sections 76, 77, 78, 79, 80, 81, 82 and 83 when an OPCA marketed falls within the scope of these provisions.
On request, Manager provides quarterly a detailed list of all OPCA it manages the FSMA;
(2) appropriate cooperation arrangements exist, for the follow-up of the risk systemic and consistent with international standards, between the FSMA, as appropriate the competent authorities of the Member State of origin of the relevant Union OPCA and the supervisory authorities of the third country where the OPCA handler is established, and, where appropriate, the supervisory authorities of the third country where the OPCA of third countries is established so as to guarantee an effective information exchange enabling the competent authorities of States members concerned to perform the missions that their obligations under the Directive EU-61-2011;
3 ° the third country where the Manager or the OPCA is established does not appear on the list of countries and non-cooperative territories of the FATF.
A_le_cas_ou the competent authority of an EU OPCA is not within the terms of cooperation laid down in article 42, paragraph 1, subparagraph 2 b) of 2011/61/EU Directive within a reasonable time, the FSMA may bring the matter to the attention of the ESMA.
S.
498. the manager shall send beforehand to the FSMA notification for each OPCA it intends to market in Belgium.
This notification includes: 1 ° the documentation and information referred to in article 86, paragraph 2, 1 °, 2 °, 4 °, 5 ° and 6 °;
2 ° demonstrating that satisfied the requirements of article 497.
In case it is satisfied the requirements of the preceding article, the FSMA informs the manager that it can begin marketing.
Articles 88 and 89 are applicable.
S. 499. § 1. Shares of the OPCA referred to in this chapter may not be the subject of a public offering in Belgium than in accordance with the provisions of article 504.
§ 2. The King may, by order made on the advice of the FSMA, extend to the OPCA referred to in this chapter which the units are marketed to retail investors, all or part of the obligations relating to the document information key investor which are applicable to the OPCA public.
Furthermore, the implementation of the orders and regulations made pursuant to sections 30A and 45, § 2 of the law of 2 August 2002 may be, in accordance with the conditions laid down by those provisions, extended by the FSMA or King to nonpublic OPCA which the units are marketed to retail investors.
CHAPTER III. -End of the provisions of chapters I and II art. 500. the provisions of chapters I and II cease to be in force on the date specified in the delegated Act adopted by the European Commission under article 68, paragraph 6 of Directive EU-61-2011.
Book III. -Managers of small and lacking the approval referred to in article 6 of the Directive 2011/61/EU art. 501. the provisions of articles 117 to 122 and 127-133 come into force six months after the entry into force of this Act.
Until that date, foreign managers of small size and featuring not the approval referred to in article 6 of Directive EU-61-2011 cannot freely manage nonpublic OPCA and market without public offering, the shares of the OPCA they manage.
Book IV. -Provision on the entry into force of the provisions relating to the control of systemic risk art. 502. the provisions of articles 67 and 73

75 come into force on the date determined by the King, by order made on the advice of the FSMA and the Bank, and no later than July 22, 2014.
Book V. - Provisions relating to the undertakings for collective investment alternative public and their collecting societies article 503 § 1. During the period prior to the date referred to in article 500, a Union management company can offer publicly in Belgium of the OPCA of third country units it manages under the following conditions: 1 ° the management company shall comply with articles 494 and 495;
2 ° the management company shall comply, for each OPCA third country thus offered to the public, article 21 of Directive EU-61-2011 regards the OPCA offered to the public in Belgium;
3 ° the management company shall comply, for each OPCA third countries available to the public, the provisions of part III, book I, title III, with the exception of articles 263, 1 ° and 2 ° and 274, 1 ° and 2 °;
4 ° of the appropriate modalities of cooperation exist between the FSMA and the supervisory authorities of the third country where the OPCA is established, in order to ensure an effective information exchange, allowing the FSMA to carry out the tasks entrusted to it under this Act.
§ 2. The nomination dossier referred, as appropriate, in article 265, § 2 or in article 276, § 2 include the demonstration that paragraph 1 is met.
S. 504 § 1. During the period prior to the date referred to in article 500, a manager of third countries can offer publicly in Belgium of the OPCA shares that it manages under the following conditions: 1 ° the manager shall comply with articles 497, paragraph 1 and 498;
2 ° the concerned Manager complies, for each OPCA 274 and offered to the public in Belgium, the provisions of part III, book I, title III, with the exception of articles 263, 1 ° and 2 °, 1 ° and 2 °;
3 ° the regime to which the Manager is subject in its original State must be at least equivalent to the regime established by part II and the book II of part IV and the Manager is authorized as such by the authorities of his State of origin;
(4) appropriate cooperation arrangements exist between the FSMA, as appropriate the competent authorities of the Member State of origin of the relevant Union OPCA and the supervisory authorities of the third country where the OPCA handler is established and, where appropriate, the supervisory authorities of the third country where the OPCA of third countries is established, so as to ensure an exchange of effective information that allows the FSMA to carry out the tasks entrusted to it under the This Act.
§ 2. The nomination dossier referred, as appropriate, in article 265, § 2 or in article 276, § 2 include the demonstration that paragraph 1 is met.
S. 505. the public placement agencies who opted for the category of investment referred to in article 7, 7 °, paragraph 1 of the Act of 3 August 2012 remain subject to the regime which was applicable under that Act, as in force the day before the entry into force of this Act, and the orders and regulations for execution until the total extinction of their activities.
S. 506. the term compartments created up to inclusion on the list referred to in article 31 of the law of July 20, 2004, from the OPCA who had opted for the category of authorized investments referred to in article 122, § 1, paragraph 1, 2 ° of the law of 4 December 1990 and who were enrolled in the list referred to in article 120, § 1 of the law of 4 December 1990 on the date of entry into force of the Act of 20 July 2004, are not subject to the provisions of book I of part III but remain subject to their maturity, to the limits and conditions laid down by the law of 4 December 1990 and by orders and regulations for its implementation which apply to the category of authorized investments referred to in article 122, § 1, paragraph 1, 2 ° of the law of 4 December 1990 , provided that they are not contrary to the provisions of part II.
Notwithstanding paragraph 1, articles 184, § 2, 2 °, 188, paragraph 1, 189, § 1, § 2, paragraph 2, 4 °, § 3, 191, § 4, 192, 197, second sentence, 221 234, 247, 252, 253, and in the extent that they are applicable to the OPCAS, articles 337-365, this Act shall apply to the OPCA referred to the § 1 and, as appropriate, to their compartments.
S. 507 the OPCA public of foreign law, and, where appropriate, their compartments, which, at the date of July 20, 2004, were inscribed on the list referred to in article 137 of the Act of December 4, 1990, are authorized to retain, even after the entry into force of this Act, the rules relating to their investment policy as they existed before the date of entry into force of the Act of 20 June 2005 amending the law of 9 July 1975 on the control of business insurance, Act of 22 March 1993 on the status and control of credit institutions, Act of 6 April 1995 on the status of investment firms and their control, investment advisors and intermediaries and the law of 20 July 2004 and, and bearing of other miscellaneous provisions. Any changes that the OPCA who make use of this possibility, want to make to the rules relating to their investment policy or the investment policy of the abovementioned compartments, must aim to ensure greater compliance of these rules with the provisions of Book III of this Act and the orders and regulations adopted in implementation thereof. OPCA who make use of this possibility may however create new compartments in accordance with the provisions of this Act. They are inscribed on the list referred to in article 260 of the act as soon as they meet, with the exception of the rules on investment policy, the provisions of this Act.
S. 508. without prejudice to articles 68 to 72, 1 ° the prospectus of the compartments term who were registered at the date of entry into force of the Act of 20 July 2004, the list referred to in article 120, § 1, paragraph 1, 2 °, of the law of 4 December 1990, should not be adapted to the provisions of sections 221-234 of this Act when the OPCA has suspended the right of free entry to these compartments in accordance of this provision. The provisions relating to the key investor information document are not application-the compartment referred to the present point;
2 ° the compartments in term of the OPCA to variable number of units public and who were enrolled in the list referred to in article 31 of the law of 20 July 2004 on the date of entry into force of the law of August 3, 2012, shall remain subject to the provisions of articles 52 to 61 of the law of 20 July 2004 to maturity When the OPCA has suspended the right of free entry to these compartments. The provisions relating to the key investor information document are not application-the compartment referred to the present point;
3 ° compartments term of the OPCA to public unitholders variable number and which were included in the list referred to in article 33 of the law of August 3, 2012, at the date of entry into force of this Act, shall remain subject to the provisions of articles 56 to 70 of the law of August 3, 2012, until maturity When the OPCA has suspended the right of free entry to these compartments.
S. 509 § 1. Investment companies that have opted for the category of authorized investments referred to in article 7, paragraph 1, 5 ° of the law of August 3, 2012 remain subject to the date where they are required to introduce a request for approval in accordance with part II of this Act pursuant to paragraph 2, the provisions of the law of August 3, 2012 and orders and regulations for its execution such as in force at the date of the entry into force of this Act.
Investment referred to in paragraph 1 of the companies are required to submit an application for authorisation in accordance with part II of this Act and are subject to all of its provisions and the orders and regulations for execution 1 ° effective July 22, 2014 if the King did not exercise the entitlements conferred by subsection 2 of this section before that date; or 2 ° on a case where, to July 22, 2014, the King was engaged, in whole or in part, the entitlements conferred by paragraph 2 of this article, and if they don't opt in accordance with the rules laid down by the King, for the scheme within six months of the entry into force of the order made pursuant to these authorizations starting from the day following the end of the period of six months; or 3 ° in the case referred to in 2 ° above, where their activity is, notwithstanding the fact that they have made use of the option under audit 2 °, to raise capital from a number of investors to invest them, in accordance with a defined investment, in the interests of these investors policy, effective the day where they begin activity and at the earliest on the day of the exercise of the option.

§ 2. The King may, by royal decree deliberated in the Council of Ministers and took notice of the FSMA, set regulated rules applicable to real estate companies whose activity is not to raise capital from a number of investors to invest them, according to an investment policy defined in the interests of these investors. In this context, the King may in particular, to take duly into account the imperative of investor protection: 1 °

defining the obligations and conditions of registration or accreditation are subjected to controlled real estate companies;
2 ° define the concept of real estate and investments allowed;
3 ° defining obligations and prohibitions to which regulated real estate companies are required in investment policy, including: a) distribution of risk factors;
b) the conditions under which regulated real estate companies may hold financial instruments and cash;
c) the extent to which the regulated real estate companies may resort to borrowing;
4 ° provide for exceptions to the provisions of the Code of corporations and where appropriate to submit the application to special conditions;
5 ° define the content of the articles of Association of real estate companies regulated;
6 ° determine the obligations and prohibitions are subjected to real estate companies regulated with regard to the category of assets in which they invest;
7 ° determine the regime applicable to real estate companies regulated in prevention and management of conflicts of interests and rules of conduct;
8 ° require real estate companies regulated to admit their actions in the negotiations on a regulated market;
9 ° define the obligations of real estate companies regulated in the periodic information and accounting rules, in derogating, where appropriate, to the provisions adopted in implementation of the law of 17 July 1975 on accounting firms and article 92 of the Code of corporations.
10 ° define the obligations of real estate companies regulated for the allocation of the result;
11 ° set the control system applicable to real estate companies regulated;
12 ° put an end to the transitional regime established by paragraph 1 of this article before the date referred to in paragraph 1, 1st paragraph.
The King defines the conditions under which investment firms referred to in paragraph 1, 1st subparagraph may opt for the regime it sets under this section.
§ 3. The King may, by deliberate royal decree in the Council of Ministers, set up the tax system for applying to regulated real estate companies whose activity is not to raise capital from a number of investors to invest them, according to an investment policy defined in the interests of these investors.
The authorization referred to in paragraph 1 ceases to have its effects on July 22, 2014.
A by-law made under paragraph 1 ceases to produce its effects if it was not confirmed by law within 24 months of the date of its entry into force.
S. 510. legal persons who, at the date of entry into force of the amendments introduced by the law of 25 April 2014 with various provisions in articles 39, § 1 and 199 of the law of August 3, 2012, exercised a member function of the legal governing body of a public investment company or a management of public OPCA company, are allowed to continue their current mandate until the expiration of.
Paragraph 1 is also applicable to private limited liability one-person companies which, at the date of entry into force of the amendments made by the Act of April 25, 2014, on of the various provisions in article 39 of the law of August 3, 2012, were responsible for the effective management of a public investment company.
Until the expiry of the mandates referred to in this article, articles 206, § 1 and 317 are applicable to the permanent representative of the legal person.
S. 511 the FSMA is responsible for the control of compliance with the provisions of the law of 4 December 1990, the law of 20 July 2004 and the law of August 3, 2012 as long as they remain in force. For the execution of this mission, it has skills that are attributed to him by the provisions of part v s. 512. the King sets the date of entry into force of articles 292 to 297, 301, and 305, by Decree deliberated in the Council of Ministers.
S. 513. in article 271/8 of the law of August 3, 2012, 1 paragraph is replaced by what follows the date of entry into force of articles 98 and 99 of the Act of July 11, 2013 amending the Civil Code in relation to security and repealing various provisions in this matter: "where a receivable is assigned by or to a body of investment in debt claims within the meaning of this Act article 1328 civil code and article 26 of the law of 12 June 1991 relating to the consumer credit and section 8 of chapter II, title I of book II of the Commercial Code do not apply to this transfer. The same provisions are not applicable when a claim is given or pledged by an investment in debt claims within the meaning of this Act. "."
S. 514 § 1 OPCA which were inscribed on the list referred to in article 33 of the law of August 3, 2012, at the date of entry into force of this Act retain their registration as long as the investment company or their management company submits an application for the approval of article 11 for 22 July 2014 at the latest and that it obtain the authorization referred to.
The collectives that were included in the list referred to in article 193 of the Act of 3 August 2012 at the date of entry into force of this Act retain this registration provided that they submit an application for approval in respect of article 11 to July 22, 2014 no later than and they get the authorization referred to.
The markings referred to in paragraphs 1 and 2 are removed from right in case the OPCA or the concerned management company did not obtain the approval referred to in article 11.
§ 2. OPCA who had a registration as a mutual fund institutional or private at the date of entry into force of this Act shall retain this inscription to condition 1 ° that their manager submits an application for approval in respect of article 11 to July 22, 2014 at the latest and to obtain said approval; or 2 ° they are managed by a manager of small size and that it complies with article 107 § 1 in the month of the entry into force of this Act.
Investment undertakings referred to in article 281, paragraph 2, which had a registration as a mutual fund institutional or private at the date of entry into force of this Act shall retain this inscription.
S.
515. as long as they are not inconsistent with the provisions of this Act, the decrees and regulations adopted under the laws of 4 December 1990, of 20 July 2004 and 3 August 2012, applicable to institutions and organizations falling within the scope of this Act, and that were in force at the date of entry into force of this Act shall continue to apply until their repeal.
Promulgate this Act, order that it self under the seal of the State and published by le Moniteur.
Given to Brussels, April 19, 2014.
PHILIPPE by the King: the Minister of the economy, J. VANDE LANOTTE the Minister of Justice, Ms. A. TURTELBOOM. the Minister of finance, K. GARG sealed with the seal of the State: the Minister of Justice, Ms. A. TURTELBOOM _ Note House of representatives (www.lachambre.be): Documents: 53-3432 full report: March 20, 2014 Senate (www.senate.be): Documents: 5-2777 annals of the Senate: April 3, 2014.