There has been a steady decline in the with-profits sector in the United Kingdom over time, with falling customer numbers and assets under management. Few providers are now writing material volumes of new with-profits business. As a result, there are many with-profits funds now closed to new business and in run-off. In this white paper, we consider three different ways in which firms can approach the wind-up of conventional with-profits business: Conversion to non-profit, conversion to unit-linked, and other options for remaining as with-profits, including merging with another with-profits fund. Case studies are included, and further considerations are discussed.