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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...
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...
The reforms highlighted in this article were adopted to improve European capital markets and reinforce investor protection across the EU, in part by tightening the liquidity management requirements for loan‑originating alternative investment funds. NBFIs play a central role in the global financial system, supporting economic growth through the provision of non‑bank financial services and credit, yet they carry commensurate risks that are prompting intensifying regulatory intervention. AIFMD 2.0 It is evident that, when drafting AIFMD 2.0, legislators considered the market’s appetite for non‑bank finance alongside the comparatively lighter regulatory approach applied to this sector than to banks. Significant amendments are being introduced, particularly regarding: liquidity management; leverage limits; restrictions on open‑ended structures for loan‑originating alternative investment funds; and new requirements for loan origination. These measures are intended to equip fund managers to cope with substantial outflows during periods of financial turbulence, reduce risks to financial stability, and secure an appropriate level of investor protection...
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....
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. Extensive changes to the UK framework for public offers of securities and UK admissions to trading are now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. These reforms aim to streamline capital raising and markedly lessen the circumstances in which a company must publish an FCA approved prospectus for a subsequent share issue. For full details of the updates, see Practice Note: UK prospectus regime reform. This Practice Note reflects the regime that applied before 19 January 2026. This Practice Note examines the sponsor’s role under the UK listing regime for a company already listed with equity shares, or seeking admission of equity shares, within the equity shares (commercial companies) listing category. The sponsor regime...
A Term Explanation AIC Corporate Governance Code (AIC Code) The corporate governance code published by the Association of Investment Companies sets out a best‑practice framework for the governance of closed‑ended investment companies whose shares are traded on public markets. AIM company/AIM companies A company with a class of securities admitted to AIM, the market operated by London Stock Exchange plc. Association of British Insurers (ABI) A trade association representing the UK insurance industry with a focus on corporate governance; following its June 2014 merger with ABI Investment Affairs, the Investment Association (IA) assumed responsibility for the corporate governance guidance previously issued by the ABI. Association of Investment Companies (AIC) A membership organisation representing a broad spectrum of investment companies, investment trusts, venture capital trusts and other closed‑ended funds. Audit, Reporting and Governance Authority (ARGA) A new, independent regulator not yet in place, recommended by the Kingman Review to replace the Financial Reporting Council. Its recommended purpose is to protect investors’ interests and the...
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...