Type of refusal

Refusal to disclose in fund structures

In fund structures, a refusal to disclose usually shows up as the manager or general partner going silent on NAV calculations, valuation working papers, or the register of holders. The investor holds units or a partnership interest, not the underlying assets directly, and that distinction is explained further on the funds and collective structures page.

The contractual mechanism used

The refusal is rarely stated outright. It is built into the subscription agreement, the offering memorandum, or the limited partnership agreement, all of which typically give the manager broad discretion over what is disclosed and when. Confidentiality clauses protecting other investors, gating provisions tied to redemption, and side letters granted to selected investors are the usual cover. A manager invoking a gate or suspension, the subject of payment and redemption defaults, will often rely on the same clause to withhold the valuation behind that decision. General mechanics of this refusal type are set out on the refusal to disclose hub.

The document that decides the framing

What decides the framing is whether the investor's right to information is contractual or proprietary. A contractual claim rests on the subscription agreement or LPA and reaches only what that document promises. A proprietary claim rests on the investor's equitable interest in fund assets and can support a demand to inspect books held by the administrator, not only the manager. Which route applies depends on the fund's legal form and on whether the holding is units, shares, or a partnership interest. Background is set out in the insight on disclosure refusals in fund structures and the insights on disclosure refusals section.

The cross-border question

Enforcement of any disclosure order lands where the fund's books actually sit, usually with the administrator, not the manager's marketing office. A Luxembourg fund and a Malta fund route disclosure duties through different regimes, covered on the Luxembourg fund structures and Malta fund structures pages. Where platform access has also been frozen, see platform and frozen accounts. The competent authority for compelling disclosure follows applicable procedural rules, not the investor's location. This work is not taken on a contingency fee; the firm's registration can be checked in the public register.