SEC Proposes to Widen Retail Access to Private Markets: What GPs Raising Capital Should Do

On 30 September 2026 the US Securities and Exchange Commission voted at an open meeting to propose a package it calls the responsible retailization of private markets, in press release 2026-96. The package would widen the routes through which individual investors can reach private market strategies. These are proposals, not rules. None has an effective date or a compliance date, and the comment period runs for 60 days after publication in the Federal Register, a date we had not seen confirmed at the time of writing. For a GP raising from institutional LPs, the near-term obligation is to understand the direction and decide whether to comment, not to change an offering.

What the SEC proposed

The package has four parts. The first would expand the ability of registered investment advisers to receive performance-based compensation from certain categories of clients, including regulated funds, calculated on capital gains or appreciation. In her statement, Commissioner Peirce explained that performance fees today are limited to qualified clients under Rule 205-3, and that the proposal would let advisers to business development companies calculate performance compensation on both net realized and net unrealized capital appreciation, closer to common private fund practice.

The second part would modernize the interval fund framework under Rule 23c-3. Interval funds repurchase shares on a set schedule, and the proposal would allow repurchases to be scheduled at times that better match a portfolio's liquidity. According to Commissioner Peirce, it would allow a longer deferral before the first repurchase offer, permit monthly repurchases instead of the current quarterly or annual options, and replace prescriptive liquidity rules with principles-based liquidity management.

The third part would replace existing exemptive orders with a rules-based framework that lets regulated closed-end funds issue multiple share classes. The fourth is a request for comment on six additional credentials that could qualify an individual as an accredited investor: a US certified public accountant licence, the Chartered Financial Analyst charter, the Certified Financial Planner certification, the FINRA Series 79 investment banking representative licence, the Series 86 and 87 research analyst licences, and passage of a FINRA-developed accredited investor exam.

Chairman Atkins framed the package as a question of fairness, and said access should not be limited to those who meet financial thresholds alone. He tied it to a presidential executive order on broadening access to alternative assets.

What does not change today

Nothing in the proposals alters the exemptions most private fund managers use now. A manager raising under Regulation D continues to follow the existing rules for who may invest and how the offering may be marketed. The credentials in the fourth part are only a request for comment, so no one qualifies on a new basis today. The SEC marketing rule applies as it did last week, and our earlier coverage of the Form PF compliance date moving to 1 July 2027 and of the proposal to scrap the adviser pay-to-play rule remains the best guide to the other live items on a manager's calendar.

Why GPs raising from LPs should care

Retail access is a distribution story. If the proposals are adopted in anything like their current form, regulated closed-end and interval vehicles could become a larger channel for private strategies, which creates two effects. Managers that choose to build such a vehicle would face the investment company regime, with its own disclosure and governance obligations. Managers that do not will compete for the same strategies in an LP market that may add new buyers and new sellers of access. Either way, the performance fee proposal bears on how a manager prices a registered product against its private fund.

What to do now

First, put the 60-day comment period on your calendar once the Federal Register date is published, and decide with counsel whether your firm or a trade association should comment, especially on the accredited investor credentials and on interval fund liquidity.

Second, make a one-page note of your current investor base by category, institutional, family office, wealth channel and individual, so that you can see how many investors would be affected if the accredited investor definition widens.

Third, review how your fund documents describe investor eligibility, valuation and liquidity. If you ever plan an evergreen or interval product, start the structure and disclosure work with counsel well before any rule is final.

Fourth, brief your investor relations team, so that LPs who ask about retail access to private markets get a consistent, accurate answer that describes the proposals as proposals. Fifth, keep your current practice. Do not change offering procedures or investor screening on the strength of a proposal.

What to watch next

Watch for Federal Register publication, the comment deadline, the final text and any change to the timetable after public comment. FundLinx members can see how LPs are responding to new fund structures.

This article is general information, not legal advice.

FundLinx Intelligence | FundLinx.ai