Can a normal person invest in private equity?
A normal person has six routes into private equity: listed vehicles, US registered funds, EU and UK long-term funds, feeder funds, secondary funds or direct commitments. They differ less in minimum than in who controls the exit: an interval fund buys back 5% to 25% of its shares at each interval, a direct commitment can last ten years or more.
General information, not advice. The rules depend on your circumstances; take advice from a qualified professional before acting.
How can an individual invest in private equity?
An individual can invest in private equity through six routes: shares in a listed vehicle, a US registered fund of private funds, an EU or UK long-term fund, a feeder fund, a secondary fund, or a direct commitment to a private equity fund. Each route trades the price of entry against control of the exit, so the table sorts them by who decides when you can sell. The private markets access hub covers the structures behind them.
| Route | What you hold | Who decides when you can sell | Where the cost sits |
|---|---|---|---|
| Listed vehicle | Shares on an exchange | The market, at that day’s price against the vehicle’s reported net asset value | The vehicle’s own charges, plus any discount to net asset value |
| Registered fund of private funds (US) | Shares in a closed-end fund that holds private funds | The directors: an interval fund under Rule 23c-3 offers to repurchase 5% to 25% of its shares each interval; a tender offer fund’s board decides each time | The fund’s fees, plus the fees of the funds it holds |
| ELTIF (EU) or LTAF (UK) | Units in an authorised long-term fund | The fund’s terms; for an LTAF, dealing no more often than monthly, after at least 90 days’ notice (AIMA’s summary) | The fund’s fees |
| Feeder fund | An interest in a vehicle that commits to one private equity fund | The underlying fund’s life, ten years or more on one platform’s and one manager’s descriptions, or a platform’s secondary market | The platform’s fees on top of the underlying fund’s |
| Secondary fund | Units in a fund that buys stakes in funds already running | The fund’s own terms; one platform says liquidity “cannot be guaranteed” | The price paid against the stakes’ value |
| Direct fund commitment | A limited partner interest in a private equity fund | The fund’s life, ten years or more | The manager’s fees and carried interest, plus capital calls you must fund |
The widest gap is between the 5% to 25% repurchase offer of an interval fund and a fund life of ten years or more for a feeder or direct commitment. Fees differ by route; where a fund or platform publishes its own terms, they are given below as examples; for what a manager is paid, see private equity or venture capital.
Who qualifies to invest in private equity, and is that changing?
Which routes are open depends on the investor’s status and country, and the routes open to non-institutional investors have widened in the United States, the United Kingdom and the European Union since 2023. In the United States the SEC lists three individual routes to accredited investor status: net worth over $1 million excluding the primary residence; income over $200,000, or $300,000 with a spouse or partner, in each of the prior two years and expected this year; or a Series 7, 65 or 82 licence. A Rule 506(b) offering may sell to up to 35 non-accredited investors in any 90-day period. A higher test, the qualified purchaser, is an individual who owns not less than $5,000,000 in investments under the Investment Company Act of 1940.
The accredited line no longer fences off every US route. On 15 August 2025 SEC staff said they would no longer ask registered closed-end funds of private funds to limit sales to accredited investors, set a $25,000 minimum or cap private fund holdings at 15% of assets. The document is staff guidance, not a Commission rule.
| Jurisdiction | What a non-institutional investor can reach | Source and date |
|---|---|---|
| United States | Accredited-only private funds; up to 35 non-accredited buyers per 90 days (Rule 506(b)); registered funds of private funds | SEC, 2024 to 2026 |
| United Kingdom | LTAFs, open to retail clients since 3 July 2023 and classed as a restricted mass market investment | FCA, 29 June 2023; AIMA, December 2024; Financial Promotion Order thresholds as restored on 27 March 2024 (Burges Salmon, 18 March 2024) |
| European Union | ELTIFs under the 2.0 rules from 10 January 2024, with the EUR 10,000 minimum ticket abolished | Loyens & Loeff, 10 January 2024 |
| Germany, Austria, Denmark, Switzerland, Singapore, Australia, Israel | One platform’s feeder funds, offered “exclusively for” locally defined investor categories | The platform, undated |
In the United Kingdom, the Financial Promotion Order lets promotions of many unlisted investments go to an individual who signs a statement that they had income of at least £100,000, or net assets of at least £250,000, in the last financial year, or who meets a sophisticated investor test such as having made two or more investments in an unlisted company in the previous two years. The government raised those figures in January 2024 and restored them from 27 March 2024, as the law firm Burges Salmon reported. Which test applies to a given private markets fund depends on how it is structured and who promotes it.
Other countries set their own investor tests; a local regulator or adviser can say which applies.
Retirement plans are the next US route. Executive Order 14330, signed on 7 August 2025, leaves the choice to plan fiduciaries: it directs the Secretary of Labor to re-examine fiduciary guidance within 180 days. In March 2026 the Labor Department proposed a rule, published in the Federal Register on 31 March, giving plan fiduciaries a process-based safe harbour when they choose investment options, including ones holding alternative assets. Neither the proposal nor the underlying law requires plans to offer them, and comments closed on 1 June 2026, as the Congressional Research Service and the law firm Morgan Lewis summarise it. A proposal is not law until finalised, so confirm a given plan’s position with its provider.
What does a direct commitment to a private equity fund involve?
A direct commitment makes the investor a limited partner who promises to fund capital calls over several years and cannot sell on demand. Moonfare, a platform that sells access to such funds, describes a typical private equity fund investment as having a maturity of 10 years, with the rest of the commitment usually drawn over the underlying fund’s investment period of typically five to six years. It says it structures its own investments with an upfront call of 5% to 15%. A wealth manager’s offer shows a second set of terms. Vanguard requires clients of its wealth management service to have $5 million in qualifying assets and to be qualified purchasers and accredited investors. It charges its own yearly servicing fee on capital commitments, 0.30% from $500,000 to under $2 million, 0.20% from $2 million to under $10 million and 0.10% from $10 million, on top of the funds’ own fees, and puts a fund’s life at generally up to 14 or more years. It warns that an investor who misses a capital call may be treated as in default. These are two sellers’ descriptions and one firm’s own terms, not measured data.
Each call has a due date. In Unmatched Capital’s data set of 47 public fund documents for outside investors, the minimum notice runs from 5 to 15 days, with a median of 10, though the page on notice periods warns that the sample is mostly business development companies and holds no recent buyout or venture agreement. A commitment can also grow after money has come back: a recallable distribution is added to the investor’s unfunded commitment, so cash received can be called again. The fund’s subscription documents set the minimum commitment.
How do feeder funds and secondary funds work, and what do they cost?
A feeder fund pools smaller investors into one vehicle that makes a single commitment to a private equity fund, so the investor holds an interest in the vehicle, not in the fund. A secondary fund buys existing stakes in private equity funds that are already running. The platform says the minimum usually starts at €50,000 for portfolio funds and €100,000 for feeder funds, depending on where the investor is located, and €25,000 for its secondary fund. Its site summary adds a one-time fee starting from 0.5% for each investment and a yearly fee starting from 0.35%, depending on share class. These are the platform’s own starting points.
Charged at the lowest quoted rates on a €100,000 allocation for the 10 years of a typical fund, the fees would come to €500 plus €3,500, or €4,000, which is 4% of the allocation. That is an illustration on assumed terms: the summary says fees are based on allocations, but not whether the yearly rate applies to the commitment or to invested capital, or whether it falls as the fund ages. The underlying manager’s fees are a further layer.
The platform says investors who cannot hold an investment for at least 10 years should not invest, and that a secondary market may allow an earlier sale. Its own risk statement is blunt: liquidity “cannot be guaranteed” and is subject to demand.
How do US registered funds of private funds work?
A US registered closed-end fund can hold private funds and sell its own shares to the public, so the fund, not the investor, commits to the underlying managers. Such funds are often sold as evergreen, meaning they have no fixed end date. Two common designs differ in how they buy shares back. Because the SEC staff no longer asks such funds to sell only to accredited investors, they can be a way in below the accredited line; each fund’s prospectus states whom it accepts.
An interval fund adopts the fundamental policy described in Rule 23c-3 and then makes repurchase offers every three, six or twelve months. Each offer must be for at least 5% and at most 25% of the shares outstanding, set by the directors before the offer. Pricing falls within 14 days of the request deadline and payment within seven days after that.
The percentage is of the whole fund, so what one holder can sell depends on how many others ask. When holders tender more than the offer, the rule requires the fund to repurchase pro rata, after it chooses whether to take up to a further 2% of its shares, with narrow exceptions such as small holdings tendered in full. A hypothetical, for illustration only: a fund offers to repurchase 5% of its shares in a quarter and holders tender 15% of them. Each holder who asked to sell $50,000 receives about $16,700 that quarter, or about $23,300 if the fund takes the extra 2%, and the rest stays invested. The numbers are invented to show the mechanism, not drawn from any fund.
A tender offer fund works differently. J.P. Morgan’s Private Markets Fund is a registered tender offer fund, and its filing for a March 2025 offer shows the difference. The board decides whether, and when, the fund repurchases shares, and the adviser intended to recommend quarterly offers of no more than 5% of net assets in normal conditions, and the March 2025 offer was for up to about 5%. If more is tendered, the fund may accept additional shares, enlarge the offer or take tenders pro rata, and shares held for less than 12 months may carry a 2.00% early repurchase fee, which the board may waive.
The same fund’s product page shows its own layer of fees: an advisory fee of 1.00%, a stockholder servicing fee of 0.70% and an incentive fee of 10.00% for Class S shares, with a $25,000 minimum (product page read on 1 November 2026). The fees of the private funds it holds come on top. These are one fund’s own terms, not market averages.
The SEC staff’s 2025 guidance asks such a fund to explain how multiple layers of direct and indirect fees will affect returns, to consider disclosing “netting risk” (underlying funds may earn performance fees even when the fund as a whole loses), and to say that shareholders may have limited information about valuation.
A scheduled offer that returns part of a holding every quarter is worth more than none to an investor who cannot commit money for ten years, and a cap protects the investors who stay from a fund forced to sell good assets cheaply.
How do ELTIFs and LTAFs handle withdrawals?
Withdrawals from an LTAF or an ELTIF run on notice periods and limited dealing days rather than a promised repurchase share. The UK’s long-term asset fund, or LTAF, is an authorised open-ended fund for illiquid assets; the FCA’s June 2023 policy statement recategorised it as a restricted mass market investment, widening distribution to mass market retail investors and self-select defined contribution and self-invested pension schemes. The FCA said it would add risk warnings and customer assessments and described LTAFs as holding assets such as venture capital and private equity, with less immediate liquidity and longer redemption periods. AIMA, the hedge fund and alternatives trade body, summarises the rule as redemptions no more frequent than monthly and only after a minimum 90-day notice period (page updated December 2024).
The EU’s long-term investment fund, or ELTIF, was rewritten by ELTIF 2.0, applicable from 10 January 2024. Loyens & Loeff, a law firm, reported that the EUR 10,000 minimum ticket and the 10% cap for portfolios under EUR 500,000 had been abolished, that ELTIFs must have a limited duration, although they may offer redemptions during their life, and that investors can no longer request a wind-down if redemptions go unmet for a year. The final technical standards, Commission Delegated Regulation (EU) 2024/2759, published on 25 October 2024, set no fixed minimum notice period, where ESMA’s draft had proposed 12 months. As the law firms Arthur Cox and Dechert summarise them, the manager decides any minimum holding period and the notice period, must tell its regulator, with reasons, if notice is shorter than three months, and caps the redemptions paid on each dealing day at a percentage of liquid assets set by the dealing frequency and either the notice period or a minimum holding of liquid assets. On Arthur Cox’s example, a quarterly ELTIF with three months’ notice can pay out at most 33.3% of its eligible assets on a redemption date. An ELTIF’s prospectus states its own terms.
Do listed private equity companies and trusts count?
Listed private equity trusts give daily liquidity at a price the market sets, and that price has sat well below reported net asset value. The examples are UK trusts; listed private equity vehicles trade on other countries’ exchanges too. Interactive investor’s table of the 10 cheapest trusts, using Morningstar data for 16 to 20 October 2026, put HgCapital Trust, the only private equity trust in it, at a 30.8% discount. At that discount a share priced at 69.2p stood against 100p of reported net asset value.
The discount moves with sentiment as well as the portfolio. In the six months to 30 June 2026 the CT Private Equity Trust’s discount widened from 21.2% to 28.9% while its net asset value total return was minus 0.2%, and its share price total return fell 9.3% (reported 28 August 2026). In May 2023 Investec analysis reported by Investment Week put the sector’s average discount at 27%.
For a buyer, 30.8% below reported value means more assets per pound than at par, if the reported value is right. The seller who needs cash in a bad week receives the market price, not the manager’s valuation, which is itself an estimate: the SEC staff notes that holders of funds of private funds may have limited information about how underlying funds are valued.
Shares in a listed private equity manager are a claim on the manager’s earnings, not on its funds’ returns, and belong in a different decision.
Who controls your exit in each route?
In every route someone other than the investor controls the exit: the market for a listed trust, the directors for a registered fund, a notice rule for an LTAF or ELTIF, the underlying fund’s life for a feeder or direct commitment, and a buyer, if one exists, for a secondary stake. This is Unmatched Capital’s analysis of the sources above, not a finding of any of them.
“Semi-liquid” describes a limit on how much can leave in a period, so an investor should price it as a lock-up whose length depends on other investors’ behaviour. On 8 October 2026 the FCA proposed a 90-day notice period for some retail funds that hold illiquid assets such as property (feedback due 11 December 2026), and stated the case for such limits: a notice period gives managers time to sell assets in an orderly way, makes liquidity-driven suspensions less likely, and avoids rushed sales that lower prices. That argument is sound, and the investors who stay benefit. It also means the investor who most needs the money, when most holders ask at once, is the one most likely to be told to wait.
The decision rule that follows is to write down, before choosing a route, the answer to one question: if I needed this money back in a year, who would have to agree, and what would it cost me?
What this means before you choose a route
Put the exit and the layers of fees ahead of the minimum. Five questions fit every route above, and the documents’ answers range from a 90-day notice period for an LTAF to a fund life of ten years or more:
- Which rule or test makes me eligible in my country, and has it changed since the page I am reading was written?
- Who can delay or refuse my withdrawal, and what is the longest delay the documents allow?
- How many layers of fees sit between my money and the underlying manager?
- What am I paid, or charged, if I sell in a year, in a bad market?
- Can I fund capital calls on their notice period, and what happens to my holding if I cannot?
This page gives general information, not investment, tax or legal advice, and the thresholds and rules it cites change.
Sources
- US Securities and Exchange Commission, Accredited Investors, 24 April 2026. Accessed 1 November 2026.
- US Securities and Exchange Commission, Private Placements: Rule 506(b), 21 September 2026. Accessed 1 November 2026.
- Legal Information Institute, Cornell Law School (US Code), 15 U.S. Code § 80a-2, Definitions (section 2(a)(51), qualified purchaser). Accessed 1 November 2026.
- US Securities and Exchange Commission, Division of Investment Management, ADI 2025-16: Registered Closed-End Funds Investing in Private Funds, 15 August 2025. Accessed 1 November 2026.
- Legal Information Institute, Cornell Law School (e-CFR), 17 CFR 270.23c-3, Repurchase offers by closed-end companies. Accessed 1 November 2026.
- Moonfare, How to invest. Accessed 1 November 2026.
- Moonfare, Moonfare site summary (llms.txt). Accessed 1 November 2026.
- Loyens & Loeff, ELTIF 2.0 now applicable: what does it mean in practice?, 10 January 2024. Accessed 1 November 2026.
- Financial Conduct Authority, PS23/7: Broadening retail access to the long-term asset fund, 29 June 2023. Accessed 1 November 2026.
- Financial Conduct Authority, FCA widens retail and pensions access to Long Term Asset Funds, 29 June 2023. Accessed 1 November 2026.
- Alternative Investment Management Association (AIMA), UK Long Term Asset Fund (LTAF), December 2024. Accessed 1 November 2026.
- Financial Conduct Authority, New rules to make long-term investment funds clearer, 8 October 2026. Accessed 1 November 2026.
- interactive investor (data from Morningstar), Discount Delver: the 10 cheapest trusts on 21 October 2026, 21 October 2026. Accessed 1 November 2026.
- Scottish Financial News, CT Private Equity Trust share price falls 9.3% as discount to NAV hits 28.9%, 28 August 2026. Accessed 1 November 2026.
- Investment Week, Private equity trusts under threat as discounts continue to widen, 15 May 2023. Accessed 1 November 2026.
- The White House, Democratizing Access to Alternative Assets for 401(k) Investors (Executive Order 14330), 7 August 2025. Accessed 1 November 2026.
- J.P. Morgan Asset Management, Product Snapshot - JPMorgan Private Markets Fund. Accessed 1 November 2026.
- US Securities and Exchange Commission (EDGAR filing), Schedule TO-I: JPMorgan Private Markets Fund tender offer (March 2025). Accessed 1 November 2026.
- Arthur Cox, ELTIF RTS published, paving the way for open-ended ELTIFs with limited liquidity, 25 October 2024. Accessed 1 November 2026.
- Dechert, ELTIF 2.0 RTS: EU Commission formally adopts its RTS and takes flexible approach to liquidity, 30 July 2024. Accessed 1 November 2026.
- Congressional Research Service (via EveryCRSReport), Department of Labor's Proposed Regulation on Fiduciary Duties in Selecting Designated Investment Alternatives (IF13228), 15 May 2026. Accessed 1 November 2026.
- Morgan Lewis, DOL Proposes Rule on Fiduciary Duties for Selecting 401(k) Plan Investment Options, 6 April 2026. Accessed 1 November 2026.
- Vanguard, Private equity at Vanguard. Accessed 1 November 2026.
- Burges Salmon, High net worth and sophisticated investor exemptions: changes reversed, 18 March 2024. Accessed 1 November 2026.
- legislation.gov.uk, The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, article 48. Accessed 1 November 2026.