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Closed ended meaning

What does Closed ended mean?
In practice, describes an alternative investment fund (AIF) where investors do not have an ongoing right to redeem or have units repurchased out of the fund’s assets before wind down; exit is usually by secondary transfer or distributions at the end of a fixed term. Under the Alternative Investment Fund Managers Directive (AIFMD) and the onshored UK regime (retained Commission Delegated Regulation (EU) 231/2013), the concept is defined negatively: a closed‑ended AIF is any AIF that is not “open‑ended” (i.e. does not offer routine investor redemption out of fund assets). Usage is consistent across England & Wales, Scotland, Northern Ireland and Ireland. The classification matters for AIFM compliance. Closed‑ended AIFs are not subject to the open‑ended liquidity management framework geared to meeting investor redemptions, and valuations are required at least annually rather than on each issue or redemption. Typical examples include private equity, venture capital and real estate funds. Note: under AIFMD and the UK AIFM rules, an AIFM’s base own‑funds (minimum capital) requirements do not depend on whether AIFs are open‑ or closed‑ended, although several operational, disclosure and valuation frequency obligations vary by fund type.
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View the related Checklists about Closed ended

CHECKLISTS
Allotting Shares and Disapplying Pre-emption: Checklist for UK Listed Companies - CA 2006 Authorisations, Investor Guidelines, Listing Rules/DTRs, Filings and Market Disclosures (pre-29 July 2024 regime)

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard segments and introducing a single listing category for equity shares in commercial companies. The commercial companies category is strongly disclosure-led, with an emphasis on transparency, and sits alongside other listing categories, such as shell companies, secondary listing and closed-ended investment fund categories. A new UK Listing Rules sourcebook came into force to deliver and implement the reforms, and the previous Listing Rules sourcebook was revoked in full. For further details, see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the regime as it stood before 29 July 2024. The allotment and issue of shares are governed by statutory rules, which vary according to the type of company proposing the allotment (private or public, listed or unlisted) and whether that company has a single class or multiple classes of shares. This checklist sets out the procedure for a listed company to allot shares and to...

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CHECKLISTS
On-market share buybacks by UK premium listed companies: step-by-step legal and regulatory checklist (pre-29 July 2024 regime)

STOP PRESS: A major, wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a unified category for equity shares of commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals for guidance. This Checklist represents the listing regime as it existed before 29 July 2024. A limited company may acquire its own shares if certain conditions set out in the Companies Act 2006 (CA 2006) are satisfied under that statute. This is commonly referred to as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, further rules and guidelines are relevant to a listed company...

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CHECKLISTS
Archived comparative checklist: UK premium and standard listing requirements and continuing obligations pre-29 July 2024

ARCHIVED: This checklist sets out a comparison of the admission requirements and principal ongoing obligations that formerly applied to a commercial company with equity securities listed on the premium and standard listing segments before 29 July 2024. It is no longer updated and is supplied for background information purposes only. A major overhaul of the UK listing regime took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares of commercial companies. The commercial companies category is strongly disclosure-led and sits alongside other categories within the regime, including the shell companies, secondary listing and closed ended investment fund categories. The UK Listing Rules sourcebook commenced to implement these reforms and the Listing Rules sourcebook was revoked accordingly. For more detailed information, see Practice Note: Reform of the UK listing regime—fundamentals. This checklist captures the regime as it stood before 29 July 2024 and is preserved for historical reference purposes only. For an overview of the eligibility requirements that...

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FLOWCHARTS
On-market share buybacks by UK listed companies—flowchart under pre-29 July 2024 UK Listing Rules

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares issued by commercial companies. The commercial companies category is strongly disclosure-led and sits alongside other listing categories, namely shell companies, the secondary listing and closed ended investment fund categories. To implement the reforms, a new UK Listing Rules sourcebook came into force, and the former Listing Rules sourcebook was withdrawn. For further details and background, see Practice Note: Reform of the UK listing regime—fundamentals. This Flowchart sets out the listing regime as it applied before 29 July 2024, for ease of reference. You can view or print a full sized PDF version...

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NEWS
FCA 2025 review sets UK private fund valuation expectations: managing conflicts, independent governance, ad hoc triggers, consistent methodologies, third-party advisers and enhanced investor reporting

This review forms part of a broader set of FCA actions in 2025 to reshape UK private funds regulation, alongside the 7 April 2025 consultation on wider regulatory reform; the 26 February 2025 ‘Dear CEO’ letter, which assessed how UK fund managers handle conflicts of interest; and the 8 May 2025 findings concerning the conduct of smaller managers (see ‘further reading’ below) Context of FCA review The FCA’s review arises from concerns about the distinctive characteristics of private market assets. Unlike public market assets, these holdings are not traded frequently nor subject to regular price discovery. Consequently, firms rely on judgement-led valuation techniques, creating risks such as misvaluation, conflicts of interest, or insufficient expertise. The FCA also notes that UK private fund managers operate under a range of different structures. Open-ended funds, which permit redemptions throughout the fund’s life, encounter more acute valuation challenges than closed-ended funds, where genuine value and performance are only confirmed when assets are realised There are also vehicles that...

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NEWS
Asset Management and Funds: July 2025 EU and International Regulatory Update—UCITS Eligible Assets, Sustainability Claims Guidance, ESG/SFDR Supervision, Taxonomy Simplification, NBFI Leverage, AML/CFT Changes, Cloud Outsourcing

Asset Management & Investment Funds—EU & International Developments-July 2025 ESMA advice to the European Commission on UCITS Eligible Assets The European Securities and Markets Authority (ESMA) has delivered technical advice to the Commission on updating the UCITS Eligible Assets Directive, highlighting the need for harmonised rules across the EU. The EAD, an implementing directive, sets out which assets a UCITS may invest in. If taken forward, the amendments would materially reshape the UCITS fund landscape. Core proposals include a look through methodology to assess the eligibility of underlying assets for exposures obtained via delta-one instruments, derivatives on financial indices, and closed-ended funds. ESMA also proposes limiting indirect exposure to alternative assets to 10% of a UCITS portfolio; any higher exposure should instead be managed under the AIFMD framework. For more information, see our publication. ESMA thematic note on clear, fair, and not misleading sustainability-related claims ESMA has released a thematic note offering guidance for market participants on making sustainability-related claims, with a particular emphasis on ESG...

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NEWS
UK CMA closes Google and Apple app store probes, rejects Google’s commitments, and considers UILs in Barratt/Redrow merger, signalling shift to DMCCA 2024 powers (21 August 2024)

Antitrust CMA closes investigation into Google’s distribution of Android apps ahead of DMCC Act 2024; also rejects Google’s proposed commitments The CMA confirmed it has ended its probe into Google’s practices around the supply of apps on Android handsets in the United Kingdom. In particular, the case centred on worries that Google could be exploiting a dominant position by obliging developers offering in‑app digital content or services to use Google Play’s own billing mechanism exclusively. The CMA chose to discontinue the case owing to administrative priorities at this time, and has closed the investigation...

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View the related Practice Notes about Closed ended

PRACTICE NOTES
UK public company share buybacks: procedural guide to on/off‑market implementation, UK MAR closed periods, LSE/AIM timetables, payment rules, staggered completions and failure remedies

STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 (CA 2006) are satisfied, where applicable. This is known as a share buyback or a purchase of own shares. In addition to CA 2006, there are other rules and guidelines that are relevant...

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PRACTICE NOTES
Brexit and UK environmental law: key reports, briefings and guidance from government, Parliament, EU bodies, academia and NGOs (2015–2020)

ARCHIVED: This Practice Note has been archived and is not maintained. Key publications on possible implications for environmental law It is estimated that over 90% of environmental law stemmed from EU legislation, so Brexit’s impact on this area will be considerable. Multiple government departments, parliamentary committees, advisory bodies and independent parliamentary offices, together with academic institutions and environmental law associations, industry organisations and NGOs, as well as the European Commission, have investigated these potential effects, and this Practice Note points to several of the most important publications. Brexit impact: At 11 pm (GMT) on 31 December 2020, the transition/implementation period that followed the UK’s withdrawal from the EU came to a close. From that moment—described in UK law as ‘IP completion day’—principal transitional arrangements ended and substantial changes began to operate across the UK’s legal system. Any updates pertinent to this material will be provided below. For further guidance, see Practice Note: Brexit—impact on environmental law and News Analysis: Brexit Bulletin—key updates, research tips and...

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PRACTICE NOTES
UK PAIF regime for OEICs: qualification conditions, HMRC notification requirements and QIS financing cost restrictions

The tax regime applicable to property authorised investment funds (PAIFs) applies to UK open-ended investment companies (OEICs) which: meet a number of prescribed conditions, and have notified HMRC in advance that they wish the PAIF regime to apply to them This Practice Note concentrates on the criteria that must be satisfied for the PAIF rules to apply to an OEIC in practice. As a starting point, for a top-level overview of the PAIF tax regime in its entirety, see Practice Note: Taxation of property funds—overview. Further important elements of the framework are considered in the Practice Notes: PAIFs—tax treatment of the fund and its investors and PAIFs—breaches and exit. There is significant overlap between the PAIF tax rules and the UK tax regime for real estate investment trusts (REITs) in many areas. This reflects their complementary design: the PAIF regime is tailored to open-ended vehicles investing in real estate, while the REIT regime is aimed at closed-ended vehicles with a similar purpose....

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PRECEDENTS
Board minutes: UK listed plc convening general meeting to seek shareholder authority for on-market share buyback, with resolutions, FCA approvals, RIS notifications and Companies Act filings

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and the standard listing segments and introducing a single listing category for equity shares issued by commercial companies. This commercial companies category is strongly disclosure-led and now sits alongside other listing categories that include shell companies, the secondary listing and the closed ended investment fund categories. To deliver these reforms, a new UK Listing Rules sourcebook entered into force and the earlier Listing Rules sourcebook was revoked. For more detailed information, see Practice Note: Reform of the UK listing regime—fundamentals. This Precedent describes the position under the listing regime as it stood before 29 July 2024...

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PRECEDENTS
Demerger by Capital Reduction Agreement: Transfer of Subsidiary to NewCo and Allotment of NewCo Shares to HoldCo Shareholders (England and Wales)

STOP PRESS: A major overhaul of the UK listing framework became effective on 29 July 2024, eliminating the premium and standard listing segments and introducing a single listing category for equity shares issued by commercial companies, replacing the prior segmentation approach across the listing regime. This commercial companies category relies strongly on disclosure and sits alongside other categories, including those for shell companies, secondary listing and closed-ended investment funds. To deliver these reforms, a new UK Listing Rules sourcebook took effect and the former Listing Rules sourcebook was withdrawn. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Precedent represents the position under the listing regime as it stood before 29 July 2024...

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PRECEDENTS
Precedent special resolution authorising market purchases of own shares by a UK-listed company (Companies Act 2006) with explanatory notes – pre-29 July 2024 UK Listing Rules

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing premium and standard listing segments and replacing them with a single listing category for equity shares in commercial companies. The commercial companies category is disclosure-led and sits alongside listing categories, such as shell companies, secondary listing and closed ended investment fund categories. To implement these changes, a new UK Listing Rules sourcebook came into force, and the previous Listing Rules sourcebook was revoked. This represents a significant restructuring of the regime. For more details, see Practice Note: Reform of the UK listing regime—fundamentals. This Precedent sets out the listing regime as it was prior to 29 July 2024...

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