5.—(1) An investment limited partnership may be formed by two or more persons and shall—

(a) have as its principal business, to be expressed in the partnership agreement establishing the investment limited partnership, the investment of its funds in property;

(b) consist of one or more general partners and one or more limited partners;

(c) F12[have appointed a F13[depositary] being a person maintaining a place of business in the State, and eligible to act as F13[depositary] in accordance with section 8 of this Act], in whom the assets of the investment limited partnership shall be entrusted for safe keeping, who is charged with verifying that the business of an investment limited partnership is conducted in accordance with the partnership agreement and with such powers or duties of a F13[depositary] with regard to the investment limited partnership as are specified by the Bank and in section 24 F14[and in the European Union (Alternative Investment Fund Managers) Regulations 2013 where relevant];

(d) have specified in the partnership agreement, the conditions under which there may be effected, and the procedure to be followed with respect to, the replacement of a general partner or a F13[depositary] to the partnership with another general partner or F13[depositary] including a replacement by the Bank under section 30 and the admission of additional general partners or F15[depositaries] and shall contain provision to ensure the protection of limited partners in the event of any such replacement;

(e) comply with such further and other requirements made by the Bank from time to time under section 7 hereof;

(f) hold a certificate of authorisation issued in accordance with Part III of this Act.

(2) A body corporate with or without limited liability may be a general partner or a limited partner and a partnership may be a limited partner.

(3) The contribution made by a limited partner to the capital of the investment limited partnership may be satisfied in cash or other property provided that in the case of a non-cash contribution, the value of the relevant property shall, for the purposes of satisfying the obligation to contribute to the capital of the investment limited partnership, be the F16[fair and appropriate value of the property] at the time of transfer of the property to the investment limited partnership.

(4) For the avoidance of doubt, the contribution made by a limited partner to the capital of the investment limited partnership shall not be satisfied by the provision of any services or loans by the limited partner.

F17[(5) An investment limited partnership may be established as an umbrella fund, that is to say as an investment limited partnership which is divided into a number of sub-funds (within the meaning of the Schedule).

(6) The provisions of the Schedule shall have effect for the purposes of subsection (5).]