SEC Broadens Co-Investment Relief

Washington, DC; April 28, 2026—Today the Investment Company Institute (ICI) issued the following statement in response to the Securities and Exchange Commission (SEC) no-action letter to an asset manager on co-investment. The no-action relief will allow open-end funds serving millions of American investors to participate in co-investment transactions on a similar basis as other regulated funds. Today’s letter is another example of how the SEC’s push towards “responsible retailization” of the private markets is making significant strides that will benefit everyday investors.

“ICI supports the SEC’s expansion of co-investment relief to include open-end funds, including mutual funds and ETFs. Private markets now represent a multi-trillion-dollar segment of global capital and continue to expand as companies stay private longer and leverage alternative funding sources. For long-term investors, including retirement savers, access to these markets can enhance diversification and broaden the opportunity set within professionally managed portfolios. 

“Expanding principles-based co-investment relief to open-end funds allows all regulated funds to participate in negotiated transactions on equal footing with affiliated private funds, consistent with safeguards the SEC has already deemed appropriate for other regulated funds as well as existing SEC regulations for open-end funds, such as the liquidity risk management rule. ICI supports these measured steps to enhance diversification, support capital formation, and align regulation with the realities of today’s markets—all while preserving the strong investor protections at the core of the agency’s mission.”