Estimated reading time: 4 minutes 

The article in brief: 

• Policymakers continue to examine ways to expand retail access to private markets while maintaining appropriate investor protections, governance structures, and transparency around fund mechanics. 
• Panelists highlighted the importance of consistent application of existing valuation frameworks, including the oversight structures established under Rule 2a-5 of the Investment Company Act of 1940 (ICA). 
• As private assets increasingly appear in registered or semi-liquid fund structures, issues such as valuation frequency, governance controls, and information asymmetry remain key areas of regulatory attention. 

Expanding Access to Private Markets

During the March 4, 2026, SEC roundtable discussion, regulators and industry participants explored the evolving intersection between private markets and retail distribution channels. The conversation reflected a broader policy discussion: how to expand access to private investments while maintaining appropriate guardrails around governance, valuation oversight, and investor protection. 

SEC Chair Paul Atkins framed the discussion around what he described as “reasonable retailization.” In his introductory remarks, he emphasized that risk alone should not automatically exclude investors from participating in certain asset classes. Instead, policymakers are considering ways to expand private market participation alongside safeguards designed to maintain transparency and market integrity. 

Several panelists also noted an important jurisdictional reality: only a portion of retirement assets fall directly under SEC oversight. A significant share of retirement assets reside in structures governed by other regulatory regimes, including those subject to Department of Labor oversight under ERISA. As a result, any shift toward broader access to private markets will likely involve coordination across multiple regulatory frameworks. 

While the roundtable focused broadly on investor access, a central theme that emerged throughout the discussion was the importance of valuation governance when private assets appear in more widely distributed investment structures to retail investors. As these structures evolve, participants emphasized that robust valuation governance must be paired with clear documentation and transparent communication about how valuation processes and fund mechanics operate in practice. 

These considerations become particularly important in semi-liquid and liquid fund structures that include private assets, where well-documented governance frameworks and transparent valuation processes help support confidence among both regulators and investors. In these vehicles, investor subscriptions and redemptions are based on the fund’s net asset value (NAV), which reflects the fair value of the underlying portfolio and is typically determined by the fund manager, often with advisory support from independent third-party valuation firms.  

Why Private and Public Market Valuations Differ

The roundtable’s first panel explored structural differences between public and private markets and how those differences influence valuation approaches. 

Public markets rely heavily on continuous trading activity for price discovery. Market prices can move rapidly in response to new information, investor sentiment, and macroeconomic developments. 

Private markets operate differently. Transactions occur less frequently, holding periods are typically longer, and investors often exercise varying degrees of control over portfolio companies. Because observable market transactions may be limited, valuation professionals must rely more heavily on analytical approaches and both public and private market inputs to estimate fair value. 

Panelists noted that these structural differences can lead to different volatility patterns. Public securities may exhibit rapid price movements driven by daily trading activity, while private investments may reflect changes in value more gradually as new information emerges or as valuation analyses incorporate updated assumptions. 

These differences are well understood within the valuation profession. However, as private assets appear in structures with more frequent reporting or subscription and redemption features, the application of consistent valuation governance practices becomes increasingly important. 

Governance Frameworks and Rule 2a-5

A significant portion of the discussion focused on governance structures surrounding valuation oversight, particularly within registered investment funds. 

Rule 2a-5 under the ICA established a formal framework for determining fair value for fund investments when market quotations are not readily available. The rule clarifies the roles of fund boards and valuation designees while outlining requirements related to oversight, documentation, and internal controls. 

Panelists generally expressed support for the robustness of the Rule 2a-5 framework. However, several noted that implementation practices can vary across firms. Differences may arise in areas such as valuation committee structures, documentation processes, and the use of third-party valuation support. 

The roundtable also highlighted the range of investment vehicles that currently incorporate private assets, including: 

• Registered investment companies (’40 Act funds) subject to comprehensive SEC oversight 
• Registered vehicles with structural overlays, such as certain real estate investment trusts, as well as mutual funds and exchange-traded funds (ETFs) that include a private asset allocation. 
• Collective investment trusts, which operate under bank and trust supervision and now represent a substantial share of retirement assets. 

As private assets appear across these structures, distribution channels and operational requirements are influencing how funds approach valuation frequency, liquidity management, and reporting processes. 

Fee Structures, Documentation, and Investor Communication Considerations

Another topic discussed during the roundtable involved differences in fee structures across investment strategies. 

Panelists noted that mutual funds, hedge funds, and private equity funds often apply different fee arrangements. For example, some hedge fund performance fees may reference unrealized gains, while private equity structures typically rely more heavily on realized outcomes tied to investment exits. 

As private asset strategies move into structures with broader distribution, participants suggested that fee transparency and documentation will remain important areas of regulatory focus. In particular, the allocation of fees and expenses within fund structures may receive increased scrutiny to ensure that disclosures and governance processes remain consistent with regulatory expectations. 

The discussion also referenced the role of board oversight in reviewing fund fee arrangements, including the annual review requirements commonly associated with registered funds. 

More broadly, panelists emphasized that strong valuation governance must be paired with clear communication about fund mechanics and valuation practices. As private investments appear in vehicles that may be accessed by a wider investor base, fund sponsors may face greater expectations to explain key structural features, including liquidity terms and valuation processes. 

For example, a fund may describe its shares as “redeemable,” while governing documents specify that redemption occurs at the discretion of the fund. In such cases, disclosures should clearly describe how redemption provisions operate in practice and how redemption prices are determined. Transparent explanations of valuation processes, liquidity mechanics, and associated risks can help support informed oversight by boards and stakeholders. 

Taken together, panelists described a two-part responsibility: 

1. Establish robust governance frameworks, including valuation policies and procedures designed to support fair value determinations at subscription and redemption dates. 
2. Document and communicate those practices clearly, so stakeholders understand how valuation conclusions are developed and how fund mechanics operate under differing market conditions and as new underlying company information is received. 

As regulatory attention around private market structures continues to evolve, the consistency and clarity of fees, valuation processes, governance frameworks, documentation, disclosures, and communications will remain important considerations for fund managers and oversight bodies. 

Information Asymmetry and MNPI Considerations 

Panelists also discussed challenges associated with material nonpublic information (MNPI) when private assets are held within funds that provide periodic valuation updates. 

Private market participants may have access to information not widely available to the broader market, including: 

• Board-level reporting 
• Creditor negotiations 
• Strategic planning discussions 
• Nonpublic operating metrics 

When such information exists, valuation governance frameworks must address how it influences valuation analyses and documentation practices. Establishing clear policies around information management and oversight remains an important component of valuation governance in funds that hold private investments. 

Themes Shaping the Next 12–18 Months

During the roundtable’s closing discussion, panelists identified several themes that may shape the evolution of private market structures and related valuation practices over the coming year. 

• Liquidity management under market stress. Industry participants expect continued discussion around how semi-liquid fund structures operate during periods of market volatility, particularly with respect to redemption mechanisms and valuation timing. 
• Technology and data integration. Advances in data aggregation and analytical tools may support more efficient synthesis of market information used in valuation analyses. However, professional judgment and governance processes will remain central to fair value determinations. 
• Disclosure frameworks. Potential adjustments to the accredited investor definition or other regulatory thresholds could lead to expanded disclosure expectations as private assets appear in broader investment vehicles. 
• Secondary transaction activity. Panelists also noted increased attention on secondary market transactions involving private assets. These transactions may raise questions regarding the application of the NAV practical expedient and the treatment of initial valuation adjustments following secondary purchases, particularly when the secondary transaction price differs materially from the most recent fair value estimate reported by the fund’s general partner. 

Valuation Governance Remains Central

While the roundtable explored a wide range of policy and market considerations, one consistent theme emerged: robust valuation governance remains fundamental as private assets appear in a wider range of investment structures that offer greater liquidity. In vehicles that provide periodic liquidity, the valuation of the underlying private assets directly affects the fund’s reported NAV calculation, which often serves as the basis for investor subscription and redemption activity. As a result, valuation independence, support, documentation, and transparency remain central to maintaining confidence in reported valuations.  

Existing regulatory frameworks already provide substantial guidance around valuation oversight, documentation, and governance. As market structures evolve, the consistent application of those frameworks will continue to play a critical role in supporting transparency and confidence in reported valuations. 

For valuation professionals, fund managers, boards, and valuation committees, these discussions highlight the ongoing importance of clear governance processes, thorough documentation, and thoughtful application of established valuation methodologies. 

How VRC Can Help

As private market assets appear in a broader range of investment structures, fund managers, boards, and valuation committees face increasing expectations around valuation governance, documentation, and regulatory oversight. In some structures, valuation processes that historically occurred on a quarterly cadence may now be performed more frequently to support periodic NAV calculations.   

VRC provides independent valuation analyses and opinions that support financial reporting, governance oversight, and complex valuation matters across private equity, private credit, and other hard-to-value assets. Our professionals work with clients to evaluate valuation methodologies, incorporate relevant market inputs, and develop valuation processes, policies, and documentation designed to withstand audit and regulatory scrutiny. 

If your organization is evaluating valuation governance frameworks, preparing for increased oversight under rules such as SEC Rule 2a-5, or navigating valuation considerations related to private market assets, VRC professionals are available to discuss these topics and share practical perspectives drawn from our work with fund managers, boards, and valuation committees.