Although U.S.-based managers may come to London for relatively greater regulatory flexibility offered by the U.K.-listed funds markets (as compared to U.S. public securities markets), listing the shares of a closed-end fund on a U.K. market does not necessarily free the manager from compliance with U.S. securities laws. In a two-part guest series, Tim West and Dinesh Banani, partners at Herbert Smith Freehills, provide a practical overview of key issues facing U.S.-based managers considering listing a fund in the U.K. The first article explored listing and eligibility requirements for popular U.K. listing venues, continuing obligations for U.K.-listed funds, structuring and jurisdictional considerations and marketing under the Alternative Investment Fund Managers Directive. This second article examines how certain U.S. securities laws would impact U.K. listing of closed-end fund shares by a U.S.-based manager. For more regarding listing funds, see “Liquidity, Transparency and Performance Considerations for Hedge Fund Managers Launching UCITS Funds (Part One of Two)” (Dec. 10, 2015).