SEC Eases Some Requirements for Registered Closed-End Funds Investing in Private Funds

On August 15, 2025, the SEC released Accounting and Disclosure Information 2025‑16 (ADI), setting forth changes in the agency’s longstanding position on restrictions and requirements applicable to registered closed-end funds that invest in private funds (CE‑FOPFs). For more than two decades, CE‑FOPFs that invest more than 15% of their assets in private funds have been required to market and sell only to accredited investors, as defined in Regulation D under the Securities Act of 1933 (Securities Act), who make minimum initial investments of $25,000. But now, noting broad changes in market practices, oversight and regulation since the first CE‑FOPF registration statement in 2002, the SEC has stated that, in its review of new registration statements for such vehicles, the agency will no longer provide comments requiring CE‑FOPFs to either maintain such stringent investor thresholds or limit their investments to 15% of their assets. At first glance, the ADI may sound like a pivot away from the arbitrary exclusion of retail investors and a step forward in the ongoing trend of “retailization” that some SEC officials have publicly endorsed. But although the ADI is welcome, legal experts interviewed by the Hedge Fund Law Report are divided on its practical significance for private fund managers, especially because it does not constitute formal rulemaking. This article summarizes the ADI and offers legal analysis and key takeaways for fund managers from private funds attorneys. See our two-part series on the retailization of private funds: “Incremental Changes Signal SEC Support” (Aug. 14, 2025); and “Practical Consequences” (Aug. 28, 2025).

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