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The SEC’s proposal to allow more individual investors to access to private markets is a step in the right direction.

In December, the SEC announced proposed changes to the accredited investor definition that would let more people access private market strategies like private equity. This is a move we support. In fact, with adequate protections in place, we believe the SEC’s proposal could go further in empowering individual investors to access private markets.
Private Markets Offer Significant Growth Opportunities

Over the past 20 years, a fundamental transformation of the public markets has shifted much of the economic growth to private markets. Today there are far more private than public companies, and those companies are staying private longer (and in many cases avoiding going public altogether). As a result, many of the best growth opportunities are in private markets where they are inaccessible to the vast majority of individual investors.

Family offices and institutional investors such as pensions, foundations, and endowments, have long recognized the benefits of investing in private markets. Allocations to private equity of 15% to 40% or more are common among these large, sophisticated investors. Given the success that these institutional investors have enjoyed in the private markets, it should come as no surprise that many are calling for the SEC to level the playing field by broadening access to these opportunities.

The SEC Proposal Emphasizes Knowledge
The SEC’s current proposal for reworking the accredited investor definition would open access to exempt offerings to investors who have attained relevant professional or educational credentials and knowledgeable employees of these funds. It would also allow spousal equivalents to pool assets to meet the accredited investor standard. These are all positive developments.

Because private markets can be complex and illiquid, a strong knowledge base about these strategies is essential, something the first part of the SEC proposal addresses. We believe, however, that individual investors working with an advisor who has the required professional or educational certification could safely opt out of the same certification, provided these clients acknowledge the capital commitment requirements and risk and liquidity characteristics of the fund in question.

Additional Changes Could Benefit Investors
Also critical is making available low-cost, unbiased research on private market fund managers to help advisors and investors make informed choices. The performance dispersion between top- and bottom-performing managers is far greater in private markets than public markets. Fortunately, these private market funds are already well-covered on behalf of institutional investors and family offices. If the eligible investor universe is expanded, it is likely that much of that existing high-quality research would quickly be made available to individual investors and their advisors.

Finally, accredited investors need an appropriate vehicle to access private market funds. Many in the industry have called for the expansion of registered funds to meet this need, but they are challenging to create and administer. As a result, top-tier general partners have little incentive to offer registered products, which limits opportunities for retail investors to access top-quartile managers. Additionally, registered private market funds typically charge significantly higher fees than institutions would pay when investing directly in the same strategy. This erodes the value of private market investments for individual investors.

With relatively minor rule changes, section 3(c)(7) feeder funds, which aggregate smaller investments into a single investment with a private fund manager, could offer a better solution. These funds allow retail investors to participate alongside institutions in private market funds at accessible investment minimums and lower fee structures than registered funds typically charge. Top-quartile managers are far more likely to embrace them – in fact, many already do – because they offer GPs a frictionless way to tap into the retail market. Access to these funds is currently limited to qualified purchasers. If they are made available to accredited investors, it would open the door for more people to invest in high-quality private market funds.

Broadening Access to Private Markets May Improve Outcomes
The World Economic Forum estimates that the retirement savings gap is rising $3 trillion annually and will reach $137 trillion by 2050. Expanding access to private markets would allow individuals to consider opportunities currently outside their reach and may result in better portfolio outcomes. With education about the risks and considerations of investing in private markets and increased availability of high-quality research on funds, private equity could become as commonplace in investor portfolios as public stocks and bonds.


This material is provided for informational purposes only and is not intended as, and may not be relied on in any manner as legal, tax or investment advice, a recommendation, or as an offer to sell, a solicitation of an offer to purchase or a recommendation of any interest in any fund or security offered by Institutional Capital Network, Inc. or its affiliates (together “iCapital Network”). Past performance is not indicative of future results. Alternative investments are complex, speculative investment vehicles and are not suitable for all investors. An investment in an alternative investment entails a high degree of risk and no assurance can be given that any alternative investment fund’s investment objectives will be achieved or that investors will receive a return of their capital. The information contained herein is subject to change and is also incomplete. This industry information and its importance is an opinion only and should not be relied upon as the only important information available. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed, and iCapital Network assumes no liability for the information provided.

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Lawrence Calcano

Lawrence Calcano

Lawrence is Chairman & CEO of iCapital. He began advising and working with iCapital shortly after its 2013 founding to lead key strategic and business development initiatives. Lawrence was a partner at Goldman, Sachs & Co., where he spent 17 years, most recently serving as the co-head of the Global Technology Banking Group of the Investment Banking Division. He received a BA from the College of the Holy Cross and graduated from the Amos Tuck School of Business at Dartmouth College as a Tuck Scholar. See Full Bio.