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BELGIUM FSMA’s communication

vestors in open-ended UCIs must be notified of any material change to a UCI’s features and benefit from a 30-day period to exit the vehicle or to ask for the conversion of their holdings, both free of charge. What’s in there? Circular CSSF 14/591 dated 22 July 2014 aims to explicitly lay down the above administrative practice and to provide further clarification on the process to be followed: « The UCI must first provide the CSSF with expla- nations on the contemplated change as well as an assessment of its impact on the investors. The CSSF must receive this information well in advance before the relevant change becomes effective; « Based on the information received, the CSSF will determine whether or not the contemplated changes are material and need to be notified to the investors; « Should this be the case, the notification period cannot be less than one month long before the contemplated changes enter into force. During such period, investors must be granted the right to exit the UCI free of charge. On an optional basis, the UCI may also offer the free conversion of the investors’ holdings; « However, upon a duly supported derogation re- quest, the CSSF may agree not to impose such a notification period or to impose a notification peri- od without the possibility for the investors to exit the UCI or to convert their holdings. What’s next? THE CSSF CIRCULAR ENTERED INTO FORCE ON 22 JULY 2014 AND IS AVAILABLE HERE. CNC recommendation on "Accounting concept for Investment Company" Background Article 30 of the law of 19 December 2002 governing the trade and companies register and the accounting and annual accounts of undertakings (the "Account- ing Law") foresees that investments companies have to derogate from the general Accounting Law by drawing up their annual accounts in accord- ance with the rules laid down in the laws relating to undertakings for collective investment (law of 17 December 2010) or to specialised investment

funds (law of 13 February 2007). According to the same article, an investment com- pany has to be understood as a company for which “(…) the exclusive object is to invest their funds in various transferable securities, real estate or other assets with the sole purpose of spreading the invest- ment risks and giving their shareholders the benefit of the results of the management of their assets”. In such context, one can wonder if this concept of investment company as described in article 30 of the Accounting Law has to be limited to the sole under- taking for collective investment and to specialised investment fund or if it can be extended to other reg- ulated or unregulated investment vehicles, such as other regulated investment vehicles (e.g. SICARs) or unregulated investment vehicles such as alternative investment funds (AIFs). What’s in there? The Luxembourg "Commission des Normes Compt- ables" ("CNC") has recently issued its recommenda- tion 02/2014 on "Accounting concept for Investment Company". In its recommendation 02/2014, the CNC emphasises that a restrictive approach should be given to this accounting concept of investment com- pany (such as described in article 30 of the Account- ing Law) and limits it solely to the following regulated investment companies: « UCITS Part I (Undertaking for Collective Investment in Transferable Securities) and UCI Part II governed by the amended law of 17 December 2010 relating to undertakings for collective investment; and « Specialized Investment Funds governed by the amended law of 13 February 2007. As a consequence, the other investment vehicles should not be allowed to apply such exemption de- fined by the article 30 of the Accounting Law; and should therefore follow the general accounting rules, i.e. should establish their annual accounts under the eCDF forms and proceed to their filing through the eCDF platform (with when applicable, the trial bal- ance to be filed under the Standard Chart of Account format).

dated June 23th, 2014 regarding the implementation of the Law on Alternative Investments Funds and their Managers Background Law on Alternative Investment Funds and their Man- agers transposing the Alternative Investment Fund Managers Directive (AIFMD) has been published on April 19 th , 2014. What’s in there? The Belgian Financial Services and Markets Author- ity’s (FSMA) communication aims at informing the actors of the sector of the coming into force of the above-mentioned law, at describing the scope of application as well as at explaining the legal conse- quences related to this entry into force. The commu- nication is linked with a Q&A paper about the entry into force of the same law. What’s next?

THE FSMA’S COMMUNICATION IS AVAILABLE HERE.

THE CNC RECOMMENDATION IS AVAILABLE HERE (IN FRENCH ONLY).

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