> For the complete documentation index, see [llms.txt](https://t-blocks.gitbook.io/t-blocks-documentation/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://t-blocks.gitbook.io/t-blocks-documentation/fund-governance/duration-liquidation-and-replacement-of-management-company.md).

# Duration, Liquidation & Replacement of Management Company

#### **Duration**

The Fund exists for an unlimited period, unless terminated by the Management Company due to: (a) net asset value falling below a minimum viable level, (b) significant change in economic, political, or monetary conditions, or (c) economic rationalisation.

#### Liquidation triggers

The Fund is dissolved if:

* The Management Company ceases to function and is not replaced within three months
* The Management Company is declared bankrupt

Liquidation cannot be requested by a Unitholder.

#### Liquidation procedure

1. Notice of dissolution published in the Luxembourg Official Gazette (RESA) and in at least two newspapers (one Luxembourg), within 15 days
2. No Units may be issued after the liquidation event
3. Redemption of Units remains possible if equal treatment can be ensured
4. The Management Company disposes of Fund or SubFund assets in the best interests of Unitholders
5. Net proceeds (after deduction of winding-up expenses) are distributed pro rata to Unitholders based on Units held
6. At close of liquidation, unclaimed proceeds are deposited with the Management Company for 6 months, then with the Caisse de Consignation until expiry of the statute of limitation

#### Replacement of Management Company

Voluntary resignation. The Management Company notifies Unitholders in writing of its inability or unwillingness to continue. A New Management Company is elected with consent of Unitholders holding more than 80% of outstanding Units plus appropriate Noteholder and Lender resolutions.

Dismissal for Cause. The Management Company may be dismissed for:

* Material breach of Management Regulations or Specific Management Regulations not cured within 30 days
* Serious criminal or regulatory conviction
* Fraud or gross negligence not rectified within 30 days
* Bankruptcy

Dismissal requires joint request by Unitholders holding more than 80% of outstanding Units plus Noteholder and Lender resolutions.

Transition. The outgoing Management Company remains in function until the New Management Company is effectively appointed. If no successor is appointed within three months, the Management Company may itself appoint a successor (which must be a Luxembourg-based management company governed by the Securitisation Law 2004). If no successor is appointed at all, the Fund is liquidated.