May 14, 2024

Difference Between Accredited Investor and Qualified Purchaser

Jacob Blackett
Difference Between Accredited Investor and Qualified Purchaser

Exploring the investment arena can sometimes feel like trying to crack a binary code. And in the juggle, terms like "accredited investor" and "qualified purchaser" only add to the mystery. These terms often leave investors wondering, "Do I qualify for these exclusive opportunities? And if not, how can I join the club?"

An accredited investor meets specific financial criteria set by the Securities and Exchange Commission (SEC). Also, they need to have a certain net worth and annual income, which allows them to participate in private investment opportunities. On the other hand, a qualified purchaser simply needs to have an investment portfolio worth $5 million.

While both types of investors enjoy access to non-public investment opportunities, the requirements and nuances can be confusing. Are you curious to know if you qualify for these exclusive opportunities? Let's explore the key differences between accredited investors and qualified purchasers to find out where you might stand.

Key Takeaways

  • Qualified purchasers only need an investment portfolio of more than or equal to $5 million. In contrast, accredited investors must meet other requirements, including having a net worth of over $1 million.
  • Accredited investors qualify based on their net worth, annual income, and security licensing. Qualified investors qualify based on the size of their assets.
  • Qualifying as an accredited investor or a qualified purchaser opens more significant investment opportunities, such as private real estate projects. This allows you to get higher returns and increased portfolio diversification.

What is An Accredited Investor as per Securities and Exchange Commission?

An accredited investor is essentially a person or entity deemed by the Securities and Exchange Commission (SEC) to be financially sophisticated enough to invest in higher-risk, less regulated securities. These opportunities are not available to the general public because they often lack the experience or financial resources to handle the potential downsides.

Who Qualifies As An Accredited Investor?

Typically, the following types of individuals and entities qualify as accredited investors:

  • Investment advisers and SEC registered broker-dealers.
  • Banks, insurance companies, registered investment companies, business development companies, small business investment companies or rural business investment companies. 
  • Entities where all the entity owners hold the status of accredited investor. 
  • Entities owning investments more than $5 million.
  • Self directed IRAs where the owner of the IRA is an accredited investor under the SEC guidelines.

How Can You Achieve Accredited Investor Status?

To gain the status of an accredited investor, you must meet at least one of the following requirements: 

  • Networth: A net worth exceeding $1 million, either individually or jointly with their spouse (excluding your primary residence).
  • Annual Income: An annual income exceeding $200,000 ($300,000 for joint income) for the last two years with the expectation of earning the same or a higher income in the current year.
  • SEC License Holder: A license holder of either of the following: 
    • General securities representative license (Series 7)
    • The investment adviser representative license (Series 65) 
    • The private securities offerings representative license (Series 82)

To understand how to qualify as an accredited investor in detail, you can check the official SEC guidelines under the Investment Company Act of 1940.

Additionally, there are other categories of accredited investors, including:

  • A trust with total assets in excess of $5 million. The trust cannot have been formed for the sole purpose of purchasing specific non-regulated securities, and the purchase of non-regulated securities will be directed by someone the SEC would consider to be a sophisticated investor.

  • Certain entities holding total investments in excess of $5 million that were not formed for the sole purpose of purchasing specific securities.

  • An entity in which all of the owners are accredited investors.

What Is A Qualified Purchaser?

A qualified purchaser is also an individual or entity allowed to participate in non-public investment opportunities but with an even higher investment threshold compared to accredited investors. They are considered to be even more financially sophisticated and able to handle the risks associated with certain investment products.

Who Qualifies As A Qualified Purchaser?

To qualify as a qualified purchaser, whether you are an individual or an entity, you will need to meet the investment portfolio criteria.

  • An investment portfolio worth at least $5 million in investments, excluding your primary residence or a group investment portfolio worth over $25 million is needed. This can be for individuals, married couples filing jointly, or certain types of trusts and investment companies. For a trust, the total assets owned by the trust should be worth over $25 million.

How Do You Become a Qualified Purchaser?

Investors can become qualified purchasers by meeting specific criteria outlined in the Investment Company Act of 1940. According to section 2(a)(51) of the Act, qualified purchasers include:

  • Individuals with at least $5 million in investments qualify.
  • Trusts with $5 million or more in investments qualify, excluding funds created solely for investment purposes. Additionally, the individuals contributing assets to the trust must be qualified purchasers.
  • Companies with $25 million or more in investments qualify.
  • Organizations with a minimum of $5 million in assets or investments owned by close family members qualify.

Accredited Investor vs Qualified Purchaser: Key Differences

As an Accredited investor you can invest in 3(c)(1) funds,  which are pooled investment vehicles excluded from the definition of an investment company under the Investment Company Act. These funds can have up to 100 beneficial owners (or 250 for qualifying venture capital funds).

While most qualified purchasers are accredited investors, the reverse is not true. The threshold for qualifying as a qualified purchaser is higher than that for an accredited investor.

The $5 million investment threshold for qualified purchaser status may exclude many accredited investors from qualifying. However, most qualified purchasers likely meet the income or net worth requirements needed for accredited investor status.

3(c)(1) Funds v/s 3(c)(7) Funds

3(c)(1) Funds:

  • Open to accredited investors.
  • Can have up to 100 beneficial owners (or 250 for qualifying venture capital funds).
  • Falls under the Investment Company Act but not the Securities Exchange Act until the number of beneficial owners exceeds the limit.

3(c)(7) Funds:

  • Open to qualified purchasers.
  • Can have up to 1,999 investors.
  • Regulated by section 3(c)(7) of the Investment Company Act and subject to the Securities Exchange Act when the number of investors exceeds 1,999.


The main difference lies in the investor qualifications: 3(c)(1) funds are for accredited investors, while 3(c)(7) funds are for qualified purchasers.

Additionally, 3(c)(7) funds can have significantly more investors (up to 1,999) compared to 3(c)(1) funds, allowing them to potentially attract a larger pool of investors and more capital.

Accredited Investor vs Qualified Purchaser
Difference Between Accredited Investor and Qualified Purchaser

Why are the Financial Thresholds Established?

To become an accredited investor or a qualified purchaser, one must meet strict financial criteria regarding their income, net worth, and investment portfolio. These statuses aren't accessible to everyone due to the restrictions we discussed earlier. Now, let's explore why these restrictions exist.

  • Investor Protection: The status of these investors ensure that they have the financial sophistication and means to bear the risks of certain types of investments. By restricting access to these investments to investors meeting specific criteria, regulators aim to protect less sophisticated investors from making potentially unsuitable or overly risky investments.
  • Market Efficiency: These restrictions help to ensure that the market for these higher-risk investments remains efficient. By limiting participation to those with the financial capacity to handle potential losses, the market avoids a situation where a large number of inexperienced investors could become overexposed to risk.

  • Fraud Risk Mitigation: With such restrictions established, regulatory bodies mitigate the risk of investment frauds aimed at less experienced. As sophisticated investors are highly-educated in the investment market, it is easier for them to identify incorrect or fraudulent investment opportunities.

  • Quick Capital Generation: As accredited investors and qualified purchasers have a certified level of experience and access to more funds for investing purposes, companies or funds can raise capital faster by attracting these classes of investors. It also allows them to be more flexible with less regulatory requirements to take care of.

The 3 Main Advantages Of Being an Accredited Investor Or a Qualified Purchaser

Being classified as an Accredited Investor or a Qualified Purchaser offers several advantages. These advantages stem from the increased access to certain types of investment opportunities that are not available to the general public. These advantages include: 

  1. Access to Exclusive Investments: Accredited investors and qualified purchasers have access to investment opportunities that are unavailable to the general public. These include private equity investments, hedge funds, venture capital funds, private placements, and other alternative investments.
  2. Potential for Higher Returns: Accredited and qualified investors can access higher-return investment opportunities compared to retail investors. These investments often involve higher risk but also offer greater rewards, including access to early-stage companies with significant growth potential.
  1. Portfolio Diversification: Accredited Investors and Qualified Purchasers have the advantage of accessing a wider array of investment options. It allows them to diversify their portfolios more effectively. Let’s say, you have $1 million to invest. Instead of putting all of it into a single stock, you could spread it across various assets like stocks, bonds, real estate, and private equity. This diversification helps reduce the risk of losing all your money if one investment performs poorly.
    For instance, if one stock in your portfolio plunges, gains in other areas can offset those losses. This approach helps to stabilise your overall returns. In uncertain times, this strategy can be particularly beneficial. It shields you from extreme losses in any single investment, potentially enhancing your long-term returns.


Accredited investors and qualified purchasers both hold an elite level of sophistication. Their experience, knowledge and investment portfolio and net worth make them entitled to these statuses. While accredited investors can participate in non-public investment opportunities, they may not be able to participate in exempted funds. On the other hand, qualified purchasers can participate in all types of investments. 

So, we can say that qualified purchasers are also accredited investors (essentially), but it's not the other way around. 

Remember that while these classifications offer access to potentially lucrative investment opportunities, they also necessitate thorough due diligence and careful consideration of risks. Ensure you have understood every aspect of the two classes before determining your investor status and planning your future investments.

Frequently Asked Questions

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