ARTICLE 12A

( Limitation on Benefits )

1. A person (other than an individual) which is a resident of a Contracting State and derives dividends, interest or royalties from the other Contracting State shall not be entitled under Articles 10 (Dividends), 11 (Interest) or 12 (Royalties) to relief from taxation in that other Contracting State unless:

(a) both of the following conditions are satisfied:

(i) more than 50 percent of the beneficial interest in such person (or in the case of a company, more than 50 percent of the number of shares of each class of the company's shares) is owned, directly or indirectly, by one or more individual residents of one of the Contracting States, one of the Contracting States or its political subdivisions or local authorities, or citizens of the United States; and

(ii) more than 50 percent of the gross income of such person is not used,

directly or indirectly, to meet liabilities for interest or royalties to persons who are not residents of one of the Contracting States, one of the Contracting States or its political subdivisions or local authorities, or citizens of the United States; or (b) the dividends, interest or royalties derived from the other Contracting State are derived in connection with, or are incidental to, the active conduct by such person of a trade or business in the first-mentioned State (other than a business the principal activities of which are making or managing investments in the other Contracting State); or

(c) the person deriving the dividends, interest or royalties is a resident of a Contracting State either in whose principal class of shares there is substantial and regular trading on a recognized securities exchange, or more than 50 percent of whose shares of each class is owned by a resident of that Contracting State in whose principal class of shares there is such substantial and regular trading on a recognized securities exchange.

2. For purposes of subparagraph (1)(a)(ii), the term “gross income” means:

(a) in the case of the United States, gross income as defined under the Internal Revenue Code of 1986, as may be amended from time to time, without regard to the geographic source of the income.

(b) in the case of Belgium, gross receipts, or where an enterprise is engaged in a business which includes the manufacture or production of goods, gross receipts reduced by the direct costs of labor and materials attributable to such manufacture or production and paid or payable out of such receipts.

3. For purposes of subparagraph (1)(c), the term "recognized securities exchange" means:

(a) the NASDAQ System owned by the National Association of Securities Dealers, Inc. and any stock exchange registered with the Securities and Exchange Commission as a national securities exchange for purposes of the Securities Exchange Act of 1934;

(b) the Belgian stock exchanges; and (c) any other securities exchange agreed upon by the competent authorities of the Contracting States.