As retail investors increasingly seek exposure to private markets, regulators face a pivotal challenge: how to open doors without compromising on investor protection.

The era of private equity and credit being reserved for institutions is giving way to broader access—but not without a necessary recalibration of regulatory frameworks.This week, we examine how regulators are evolving rules to ensure retail growth doesn't come at the cost of investor safety.

Regulatory Momentum on Both Fronts

Regulators, particularly the U.S. Securities and Exchange Commission (SEC), are actively working on policies to expand retail access while strengthening safeguards. A recent report by the SEC's Investor Advisory Committee (IAC) recommends that retail investors access private market assets primarily through registered funds, which provide built-in protections like audited financials, diversification, and professional management.

• The IAC recommends requiring enhanced valuations disclosures so investors understand how illiquid assets are being valued.
• The IAC supports revising interpretations of the Investment Company Act of 1940 (the "1940 Act") to allow interval funds, tender-offer funds, and other registered vehicles to include more private assets and provide meaningful liquidity to retail investors.
• In August 2025, the SEC's Division of Investment Management announced guidance eliminating a decades-old informal limit that required closed-end funds investing in private funds to restrict such investments to 15% of assets and prevent offers to non-accredited investors.

Investor Protection: The Guardrails

Expanding access without protections would be incomplete. Regulators are keenly aware of the risks: illiquidity, valuation opacity, and complexity. Therefore, the balancing act involves not only "open access" but also "safe access".

Key guardrails include:

• Enhanced Disclosure: Registered funds must clearly explain how asset valuations are determined, especially when market prices are unavailable.
• Liquidity Disclosures & Structure: Funds may offer liquidity through structured redemption programs, but they must disclose timelines, lock-up periods, and the possibility of gates.
• Suitability & Investor Sophistication: While many discussions focus on net-worth or income thresholds, regulators are shifting toward "financial knowledge and investor sophistication" as criteria.
• Conflict of Interest Controls: Because private funds often involve complex fee structures and sponsor incentives, funds must disclose revenue-sharing, key personnel incentives, and potential conflicts.

Why This Matters for Retail Investors & Platforms

From the perspective of retail investors, these changes are historic. Access is expanding—through private markets, retirement accounts, and more diversified vehicles. But if investors are subjected to poor disclosures, liquidity mismatches, or misunderstand the risks, the cost could be significant.

For fintech platforms like Capital Engine®, this regulatory balancing act presents both a responsibility and an opportunity.

The responsibility: embed compliance, education, and transparency throughout the investor journey.

The opportunity: build trust and scale by aligning execution with regulatory intent.

• Onboarding modules that clearly outline risks, fees, and redemption terms
• Investor dashboards that surface real-time information on valuations, underlying holdings, and fund structure
• Secondary market or redemption mechanisms aligned with disclosure and liquidity assumptions
• Fee and conflict-of-interest disclosures and built-in checks for suitability and investor sophistication

Looking Ahead: What to Watch

In the coming months:

• The IAC's recommendations may evolve into formal rule proposals by the SEC, especially around accredited-investor definitions and registered fund access.
• Legislative activity, like the Increasing Investor Opportunities Act, is pushing to codify retail access in private markets through regulated vehicles.
• Platforms will increasingly be evaluated not just on access but on investor safeguards, reporting, and liquidity design.
• Retail investor behavior will test these frameworks—particularly in times of stress when redemption or secondary liquidity may be challenged.

The regulatory environment is evolving—retail access is expanding, and protection mechanisms are strengthening. As platforms scale, the key differentiator will be trust, built through compliant infrastructure, transparent disclosures, and meaningful education.That's where Capital Engine® aims to lead.

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In the Engine Room Podcast

Up Next: The Future of Fund Distribution Is Digital. Digital-first platforms reduce friction, expand access, and scale investor reach. Fund managers embracing fintech are winning. If you missed any of the earlier issues, you can catch up at: Capitalengine.io/newsletter

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