CP26/21: Proposed changes to the UK Listing Rules for closed-ended investment funds

Read CP26/21 (PDF)

Why we are consulting

We're proposing targeted and proportionate amendments to Chapter 11 of the UK Listing Rules (UKLR 11), which sets out rules for listed closed-ended investment funds, to ensure our rules continue to apply consistently in all relevant scenarios.

The changes are designed to strengthen the integrity of a board being able to act independently of any investment manager, apply consistent protections for all changes to investment manager fees and remuneration, and recognise the conflict arising where a substantial shareholder is also an investment manager.

Our aim is to ensure existing rules work consistently and robustly, in future scenarios, and to reduce the risk of harm to shareholders – particularly smaller investors.

Who this is for

• Listed closed-ended investment funds, including their boards and directors.
• Investment managers of listed closed-ended investment funds, including proposed investment managers.
• Substantial shareholders (those holding 20% or more of voting rights) in listed closed-ended investment funds.
• Sponsor firms that provide fair and reasonable confirmations on related party transactions.
• Investors in closed-ended investment funds, including retail investors.

Next steps

Online response form

Respond to this consultation by 14 August 2026. You can respond using the form on our website or in writing to:

Primary Markets Policy Team, Financial Conduct Authority, 12 Endeavour Square, London E20 1JN

Email: [email protected] 

We aim to publish our policy statement and finalise our rules before the end of the year. We'll also consider what changes we may need to make to our Technical Notes and will publish our timeline later this year. 

Background

On 3 March 2026, we announced a targeted review of the UKLRs for investment entities, that would among other things allow us to assess how our rules ensure boards support strong shareholder rights and manage conflicts of interest. This consultation focuses on this part of the review.

UKLR 11 already includes rules requiring boards to act independently of investment managers, governing related party transactions, and requiring shareholder and FCA approval for material changes to investment policy. However, we've identified certain areas where making targeted adjustments now would ensure that our rules remain robust across future scenarios. 

Our proposals are aligned with our strategy for 2025 to 2030, including our approach to rebalancing risk: making targeted, proportionate interventions where harm could arise, while preserving shareholder activism and market attractiveness.