Management and investment

(1) The closed-ended investment limited partnership may appoint an external AIF capital management company corresponding to its object of undertaking. This company is in particular responsible for the investment and management of the limited partnership's investment assets. The appointment of the external AIF capital management company does not constitute a case under section 36. The AIF capital management company is entitled to terminate the management of the funds of the closed-ended investment limited partnership. Section 99(1) to (4) applies correspondingly, with the following provisos: 1. termination may take place only for good cause; 2. the notice period must be reasonably proportionate to the period required to liquidate the assets belonging to the investment fund; for retail investment limited partnerships, however, the notice period must be at least six months.
(2) Section 100 applies correspondingly, with the provisos that 1. the right of management and disposal over the partnership's assets passes to the depositary for winding-up only where the closed-ended investment limited partnership does not convert into an internally managed closed-ended investment limited partnership, or does not appoint another external AIF capital management company, and this is approved by the Federal Institute in each case for closed-ended retail investment limited partnerships, and notified to the Federal Institute in each case for closed-ended special investment limited partnerships; 2. the partners may, instead of the depositary, resolve on the appointment of the capital management company as liquidator. Where another external AIF capital management company is appointed, section 100b(1), (3) and (4) applies correspondingly, with the proviso that, for retail investment limited partnerships, the transfer becomes effective at the earliest upon the grant of the Federal Institute's approval.
(3) Where a closed-ended retail investment limited partnership is dissolved, it must prepare, as at the day on which the right of the AIF capital management company to manage the partnership's assets lapses, a dissolution report meeting the requirements under section 158. Section 159 applies correspondingly to the audit of the dissolution report. Sections 159a and 160 apply correspondingly. The obligation to prepare a balance sheet as at the commencement of the liquidation under section 148(4), first sentence, of the Commercial Code remains unaffected.