SEC Investor Advisory Committee Releases Report on Private Assets in Retirement Plans

October 13, 2025

In September, the Securities and Exchange Commission (SEC) Investor Advisory Committee released a report titled “Retail Investor Access to Private Market Assets.” The report, which includes a series of recommendations to the Commission, highlights investor protection challenges in expanding retail access to private markets but notes “the optimal way for retail investors to access private market assets is through registered funds, which allow retail investors to invest in broadly diversified funds that contain private market assets, often alongside public market assets.” The report further states that opening private asset classes to retail investors will necessitate a change in the regulatory framework for registered funds. The Advisory Committee found that “panelists from both perspectives acknowledged that information asymmetries, illiquidity, valuation, reduced regulatory oversight, fraud, and loss are all risks that will need to be managed if the Commission expands retail investor access to the private market, directly or indirectly.” Some of the Committee’s recommendations include clarity on valuations for the life cycle of the fund, make liquidity disclosures more prominent, ensure proper disclosure of conflicts, and opening a dialogue with investor and industry groups. The Committee also recommended the following changes to staff interpretations:

Expand and Codify Co-Investment Exemptive Orders
Codify Monthly Repurchases Under Rule 23c-3
Codify Multi-Class Exemptive Orders
Closed-End Funds Organized as Series Funds

The report also highlights potential changes to the accredited investor definition that may allow retail investors to have direct access to private markets. The Committee recommended “an expanded focus on investor sophistication (rather than income or wealth) when determining accredited investor status.” It also noted that once an individual is deemed to hold accredited investor status there are no limits to what that individual may invest in the private markets. The Committee suggested enacting “prudential limits” for retail investors who may not meet the sophistication or wealth criteria. The report also suggested enhancing certain filing requirements and improved disclosure as possible areas for consideration.

Click here to read the SEC’s Investor Advisory Committee report on “Retail Access to Private Markets.”
Click here to read a client alert covering the report from Ropes & Gray.