Accredited Investor vs Qualified Purchaser: What’s the Difference?

If you aren't generating a return on your money that outpaces inflation, you are becoming poorer by the day.  Thankfully, there are a plethora of investment opportunities available in today's day and age for those wise enough to seek them out.

With that in mind, it is important to recognize that while the potential to generate hearty returns is there, not everyone has access to them.  In the eyes of regulators, not all viewed as equals, with some being deemed ‘accredited investors' and others as ‘qualified purchasers'.  Below, we take a look at what this means.

Key Takeaways

• An accredited investor has specific income or net worth thresholds, allowing them to invest in certain private offerings.
• A qualified purchaser typically has higher assets, permitting broader investment access, including specific private funds.
• While both classifications permit access to private and less-regulated investment opportunities, the qualified purchaser criteria are more stringent, reflecting a higher level of financial sophistication and capability to handle economic risks.

Who/What are ‘Accredited Investors'?

An accredited investor is an individual or a business entity that is allowed to deal in securities that are not registered with financial authorities. They are entitled to this privileged access because they satisfy one or more requirements regarding income, net worth, asset size, governance status, or professional experience.

In the U.S., according to the Securities and Exchange Commission (SEC) regulations, an individual accredited investor is defined by:

1. Income: An individual with an annual income exceeding $200,000 in each of the two most recent years (or $300,000 combined income if married) and who expects the same for the current year.
2. Net Worth: A person who has a net worth, or joint net worth with their spouse, exceeding $1 million, excluding the value of the primary residence.

The criteria can also apply to entities, such as banks, partnerships, corporations, nonprofits, and trusts, based on their total assets or other factors.

If deemed an accredited investor, the following are a few examples of popular investment opportunities that will be available.

1. Private Placements: These offerings are a primary method for companies, both established and startups, to raise capital without going public. The relative ease of raising funds without the regulatory burdens of a public offering makes this a popular choice for companies. For accredited investors, it offers a chance to invest in potentially promising ventures before they hit the broader market.
2. Hedge Funds: Hedge funds have long been a staple in the portfolios of many accredited investors. They offer diversification, potential for outsized returns, and a range of strategies that might not be available in traditional investment vehicles. The allure of hedge funds often lies in their promise to deliver “absolute returns,” or positive returns, regardless of market conditions.
3. Venture Capital Funds: With the tech boom and the rapid growth of startups in various sectors, venture capital has gained significant attention. Investing in startups at an early stage offers the potential for substantial returns, especially if these startups go on to become successful and either get acquired at high valuations or go public.

Who/What are Qualified Purchasers?

A qualified purchaser, according to the U.S. Securities and Exchange Commission (SEC) under the Investment Company Act of 1940, generally refers to:

1. Individuals who own $5 million or more in investments.
2. Family businesses that own $5 million or more in investments.
3. Trusts and other entities that are not formed for the specific purpose of acquiring the securities offered and that own and invest on a discretionary basis at least $25 million in investments.
4. Investment Managers that manage at least $25 million in investments.

The thresholds for being a qualified purchaser are higher than those for being an accredited investor. Essentially, the qualified purchaser criteria were designed to identify individuals and entities that are more financially sophisticated and can bear the economic risk of their investments.

If deemed a qualified purchaser, the following are a few examples of popular investment opportunities that will be available.

1. Private Investment Funds (3(c)(7) Funds): These funds are particularly attractive to qualified purchasers because they often represent some of the most sophisticated and potentially rewarding investment strategies. Whether they're hedge funds, private equity funds, or other types of pooled investment vehicles, these funds offer the chance for diversification, specialized management, and returns that might not correlate directly with traditional markets.
2. Certain Real Estate Investment Vehicles: Real estate remains a popular asset class for many investors, including qualified purchasers. The ability to invest in larger-scale, more sophisticated real estate ventures, such as commercial developments, luxury residential projects, or diversified real estate portfolios, is particularly appealing to those with the means and knowledge to participate.
3. Co-investment Opportunities with Private Equity Firms: Co-investing offers qualified purchasers the chance to invest directly in specific deals or ventures alongside experienced private equity firms. This provides a more hands-on investment approach, the potential for higher returns (as traditional fund fees might be reduced or eliminated), and the benefit of the PE firm's expertise and due diligence.

Note that in the case of either definition, these criteria can evolve over time and may vary by jurisdiction. Investors are always advised to consult the specific regulations in their jurisdiction or to seek advice from financial professionals.

Why are Such Classifications/Restrictions Enacted?

The restrictions and definitions of accredited investors, qualified purchasers, and similar classifications exist primarily to protect individual investors and maintain the integrity of financial markets. Here are the main reasons for such restrictions:

1. Investor Protection:
   • Risk Tolerance: Private investments, such as those in startups, hedge funds, and private equity, can be highly speculative and risky. They can lead to a total loss of the invested capital. Investors who meet specific financial criteria are presumed to be more capable of bearing such losses.
   • Lack of Liquidity: Many private investment opportunities do not offer the same level of liquidity as public markets. This means investors might not be able to easily sell or redeem their investments.
   • Limited Information: Unlike public companies, which are required to disclose a lot of information to the public regularly, private investments might not provide as much transparency or regular reporting.
2. Financial Market Integrity:
   • Minimizing Fraud: By ensuring that only more sophisticated investors can access certain investment opportunities, regulatory agencies aim to reduce the potential for fraud and scams targeted at less experienced investors.
   • Stability: Investors who meet the criteria are deemed more knowledgeable and less likely to make panicked decisions during market fluctuations, contributing to market stability.
3. Regulatory Efficiency:
   • Reduced Oversight: By limiting participation to more financially sophisticated individuals or entities, regulators can allow certain exemptions from the registration and disclosure requirements that apply to public securities. This provides efficiencies for both regulators and issuers.
   • Flexibility for Issuers: Companies and funds can raise capital more quickly and with less regulatory burden when targeting accredited investors or qualified purchasers, as there are fewer disclosure requirements.
4. Presumption of Sophistication:
   • Investors who meet the criteria of accredited investors or qualified purchasers are assumed to have the experience, knowledge, or resources to assess the risks and merits of their investments. They are also presumed to be in a position to bear the economic risk of such investments, including the potential for total loss.

In essence, while these restrictions limit access to certain investment opportunities for the broader public, they are meant to serve the greater good by safeguarding investors deemed less sophisticated and maintaining the overall health and stability of the financial markets.