Peirce questions private fund disclosures and passive voting at SEC advisory meeting

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SEC Commissioner Hester M. Peirce on Thursday questioned whether additional fund disclosures help retail investors and whether pass-through voting is compatible with an adviser’s fiduciary duty, in remarks delivered at the SEC’s Investor Advisory Committee meeting in Washington, D.C.

The public meeting covered retail investor access to private market assets, passive index fund voting, fund proxy voting reform and semiannual reporting.

On private markets, Peirce asked whether features like redemption gates and incentive fee structures already focus investors on a fund’s illiquid nature, and whether requiring additional disclosures would cause investors, “already overwhelmed by the disclosures they receive,” to ignore all fund documents. She suggested improved investor education may be more effective.

On passive funds, she repeated a position from her June 2025 remarks: “The right to vote belongs to the fund itself, not to the fund’s adviser or its investors.”

She questioned whether pass-through voting would serve only the subset of investors who choose to participate, potentially at odds with the fund’s best interest, and whether mirror voting could satisfy fiduciary standards.

The committee was considering draft recommendations on fund proxy voting at the same meeting.

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