There are two types of closed scheme: 1) no new member contributions payable, and no accrual of future benefits; 2) no new members but contributions may still continue and benefits can be provided for future service.

A system in which a signal is transmitted from a point of origin to only those receivers who have previously arranged access to it.

A collective investment vehicle that issues a fixed amount of equity capital to investors. Purchases of the fund's stock must be balanced by sales by other investors. Shares in closed-end funds are often dealt on a stock exchange. Investment Trusts are examples of closed-end funds.

An investor or manager tries to copy an index without buying securities on that index. For example, the ‘closet’ index is likely to copy the weighting, geography or industry sector of the index. Managers can claim to be actively managing their portfolio but in tracking an index, their investment strategy requires less work. ESMA issued a statement on 2 February 2016 here discussing closet indexing and discouraging the practice.

A fund may have several closings, but the usual number is around three. At its first closing the first limited partners become parties to the LPA by signing a deed of adherence. Moneys can be drawn down at a later stage when investment into portfolio companies are made. Only when a firm announces a final closing is it no longer open to new investors.

This is a template closing memorandum for use in a high-yield bond transaction. It sets out steps to be taken during the course of a high-yield bond transaction. Additional documents or steps (such as escrow arrangements) may be required, depending on the specific transaction. This pro forma closing memorandum has been drafted on the basis of a high-yield bond issuance which is secured, has the benefit of guarantees from the issuer group, is rated and is listed on a stock exchange, and where the issuer is relying on Regulation S and Rule 144A of the US Securities Act 1933. You may come across a deal which does not use a closing memorandum. Rather, counsel only drafts the certificates typically appended to the closing memorandum. If this is the case, be sure that all certificates are drafted and that all necessary documents and steps are covered. The preference would be to put the full closing memorandum together for completeness. [ISSUER] €[●][Floating OR Fixed] Rate Senior [Secured] Notes due [●] _________________ CLOSING

Methods of closure • The main methods of closing a scheme to future accrual are by: ◦ exercising an express power under the scheme rules ◦ amending the scheme rules ◦ implementing the change outside the scheme rules (eg by varying employees' contracts) • If trustee agreement is required to close the scheme, the employer will need to convince the trustees that it has a good business case. • Employers should ensure that an amendment to close the scheme is permitted under the scheme's amendment power and exercised in the manner set out in the power. • The scheme's amendment power may not permit an amendment that breaks the final salary link or terminates future service benefits. • If the scheme is

Trustees' duties under trust law • When deciding whether to agree to a closure proposal, trustees should ensure that they act in accordance with their fundamental trustee duties under trust law, in particular: ◦ to act in the best interests of the scheme beneficiaries, and ◦ to further the purposes of the scheme • In deciding whether closure is in the best interests of the scheme beneficiaries, trustees: ◦ should consider the long-term impact of the changes on members and their accrued benefits ◦ can consider the interests of the employer as a beneficiary of and contributor to the scheme ◦ can take account of the effect the closure will

THIS PRACTICE NOTE APPLIES TO DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES Many employers operating defined benefit (DB) occupational pension schemes have sought to close those schemes to future accrual, replacing them with some form of defined contribution (DC) arrangement, typically but not necessarily in the form of a group personal pension (GPP). Sometimes the incentive for such a change arises following the acquisition of the employer(s) by a new owner determined to reduce future pension costs and/or to harmonise pension provision throughout the corporate group of which the relevant employer(s) is now a member. In other cases, the incentive for change arises during the normal course of business of the employer(s) and is usually driven by cost considerations. In any event, a proposal to close a DB scheme to future accrual will generally be perceived as a worsening of benefits for affected employees. This will generally be so even if the employer contribution rate(s) payable to the replacement DC arrangement are selected with a view to ensuring (insofar as is possible

THIS PRACTICE NOTE APPLIES TO DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES In a more challenging economic climate, an increasing number of companies may decide to close their defined benefit occupational pension scheme to the future accrual of benefits by existing members and to open up a new defined contribution scheme instead for future service benefits. Closing a scheme to future accrual is often not straightforward, and trustees will need to take into account a number of considerations before agreeing to an employer proposal. Trustee considerations When deciding on whether to agree to an employer's proposal to close the scheme, the main considerations for trustees are: • ensuring that they act in accordance with their duties as trustees • the exercise of the scheme's amendment power (where closure will be effected by amending the scheme) • where trustee agreement to closure is required, whether they should negotiate some advantage for the members in return for agreeing to closure • identifying and managing any conflicts of interest and dealing with confidentiality issues • the implications of

A challenging task best avoided? Winston Churchill said ‘Now this is not the end. It is not even the beginning of the end. But it is, perhaps, the end of the beginning.’ These words may provide some comfort that, however difficult the situation, if it is handled well, it can lead to something new. This Practice Note looks at how the closure of a legal practice can be managed to best deliver your new beginnings. Closing a legal practice is not a simple matter and is best planned ahead. Yet closure is rarely anticipated. In the past, closures would mostly follow the sudden death or illness of a sole practitioner or after regulatory intervention. More recently, the changing face of the legal market has seen many more law firms faced with closure as a result of either financial difficulties or the challenge of securing professional indemnity insurance (PII). Closing any business is complicated and often distressing, but additional regulatory challenges when closing a law firm make the task even harder, as can the significant costs involved. The

Closing language If you have any queries regarding this notice, please contact [insert name and role with contact details]. We hereby reserve, unconditionally and in full, all of our rights in respect of the Agreement, whether arising under contract law or otherwise, including all claims and remedies pursuant to the Agreement