Accredited Investors and Qualified Purchasers

An accredited investor and a qualified purchaser are two categories of investors defined by U.S. securities laws, which allow them to participate in certain investment opportunities not available to the general public. Here's a breakdown of what each term means and the requirements to qualify for each.

Accredited Investor

Meaning: An accredited investor is an individual or entity recognized by securities laws as being financially sophisticated and having a reduced need for the protection provided by certain government filings. Accredited investors have access to a wider range of investment opportunities, including private placements, hedge funds, venture capital, and private equity funds.

Requirements:

• Individuals must meet at least one of the following criteria:

• Have an annual income exceeding $200,000 (or $300,000 together with a spouse) for the last two years, with the expectation of earning the same or a higher income in the current year.

• Have a net worth exceeding $1 million, either individually or together with a spouse, excluding the value of their primary residence.

• Hold in good standing a Series 7, 65, or 82 license.

• Entities, such as banks, partnerships, corporations, nonprofits, and trusts, must meet other specific financial criteria, such as having assets exceeding $5 million or all equity owners being accredited investors themselves.

Qualified Purchaser

Meaning: A qualified purchaser is an investor with even higher financial thresholds than an accredited investor, allowing them to invest in certain types of private funds, including 3(c)(7) funds, which are generally exempt from registration with the SEC. This designation is intended to identify investors who have significant experience and financial stability, reducing the need for regulatory protection.

Requirements:

• Individuals and Family-Owned Companies must own at least $5 million in investments.

• Trusts not formed for the specific purpose of acquiring the securities offered must have total assets of $5 million and must be directed by a sophisticated person (someone with sufficient financial and business knowledge to evaluate the risks and merits of an investment).

• Entities (including entities owned entirely by qualified purchasers) must either own and invest on a discretionary basis, not less than $25 million in investments, or be a private business development company.
  

The key difference between an accredited investor and a qualified purchaser lies in the financial thresholds and the types of investment opportunities available to each. Qualified purchasers can invest in a broader range of sophisticated and potentially riskier investment vehicles than accredited investors, reflecting their higher degree of financial sophistication and capability to absorb losses.