Merger or division of the master fund

(1) A merger of a domestic master fund may become effective only where the capital management company transmits the merger information under section 177 to all investors of the master fund on a durable medium at least 60 days before the planned transfer date. In the case of a domestic feeder fund, the merger information must additionally also be transmitted to the Federal Institute, and, in the case of a foreign feeder fund, to the competent authorities of the home State.
(2) On the merger of a master fund, or the division of a foreign master fund, the feeder fund must be wound up, unless the Federal Institute approves, on application by the capital management company, a continuation of the investment fund. Such approval is permissible only where the feeder fund
1. remains a feeder fund of the same master fund and the master fund is the receiving investment fund of a merger, or results from a division without material changes,
2. becomes a feeder fund of another master fund resulting from the merger or division, and
a) the master fund is the transferring investment fund of a merger and the feeder fund receives units in the receiving master fund, or
b) the feeder fund receives units in the investment fund following a division of a master fund, and this does not differ materially from the master fund,
3. becomes a feeder fund of another master fund not resulting from the merger or division, or
4. is converted into a domestic investment fund that is not a feeder fund.
(3) The following particulars and documents must be submitted to the Federal Institute with the application under subsection (2), no later than one month after becoming aware of the merger or division of the master fund:
1. for an application under subsection (2), second sentence, point 1,
a) where applicable, the application for approval of the amendment to the investment conditions, and
b) where applicable, the amendments made to the sales prospectus and either to the key information document under Regulation (EU) No 1286/2014 or to the key investor information;
2. for an application under subsection (2), second sentence, point 2 or point 3,
a) the application for approval of the amendment to the investment conditions, naming the master fund,
b) the amendments made to the sales prospectus and either to the key information document under Regulation (EU) No 1286/2014 or to the key investor information, and
c) the particulars and documents under section 171(3);
3. for an application under subsection (2), second sentence, point 4,
a) the application for approval of the amendment to the investment conditions, and
b) the amendments made to the sales prospectus and either to the key information document under Regulation (EU) No 1286/2014 or to the key investor information. Where the management company of the master fund has transmitted the merger information under section 177 to the capital management company of the feeder fund more than four months before the planned merger or division, the capital management company of the feeder fund must, by way of derogation from the period under the first sentence, submit the application for approval and the particulars and documents under the first sentence to the Federal Institute no later than three months before the merger of a master fund, or the division of a foreign master fund, becomes effective.
(4) The Federal Institute must grant the approval within a period of 15 working days, where all the particulars and documents named in subsection (3) are complete and satisfy the requirements of this Division. Where the requirements for approval are not satisfied, the Federal Institute must inform the capital management company of this within the period under the first sentence, stating the reasons, and must request missing or amended particulars or documents. Upon receipt of the requested particulars or documents, the period named in the first sentence begins to run afresh. Approval is deemed to have been granted where no decision has been made on the application for approval within the period under the first sentence and no notice under the second sentence has been given. On application by the capital management company, the Federal Institute must confirm the approval under the fourth sentence.
(5) The capital management company of the feeder fund must inform the management company of the master fund without delay of the approval granted, and must take the measures under section 180.
(6) The capital management company of the feeder fund must notify the Federal Institute of an intended winding-up of the feeder fund no later than one month after becoming aware of the planned merger or division of the master fund; investors of the feeder fund must be informed of this without delay by a notice in the Federal Gazette and by means of a durable medium. Subsection (3), second sentence, applies correspondingly.
(7) The capital management company of the master fund must, before a merger becomes effective, give the management company of the feeder fund the opportunity to redeem all units, unless the Federal Institute or the competent authorities of the feeder fund's home Member State have approved a continuation of the feeder fund. The capital management company of the feeder fund may also exercise its right of redemption, in accordance with the requirements of section 187(1), where the Federal Institute has not, in the cases under subsection (2), second sentence, points 2, 3, and 4, granted its approval at least one working day before the merger or division becomes effective. The capital management company of the feeder fund may further exercise this right of redemption in order to safeguard the right of redemption of the feeder fund's investors under section 180(1), first sentence, point 4. Before the capital management company of the feeder fund exercises the right of redemption, it must consider other available options by which transaction costs or other negative effects on the investors of the feeder fund can be avoided or reduced.
(8) Where the capital management company of the feeder fund exercises its right of redemption in respect of units of the master fund, it receives the redemption amount either
1. as a cash payment, or
2. wholly, or in addition to a cash payment at least partly, in the form of a transfer of assets, where it agrees to this and the master-feeder agreement provides for it. The capital management company of the feeder fund may dispose of assets it has received under the first sentence, point 2, against cash payment at any time. It may invest cash payments it has received under the first sentence, point 1, before reinvestment under subsection (2), second sentence, point 2 or point 3, only for efficient liquidity management.