Qualified Purchaser vs Accredited Investor: 2026 Rules and Data

The four investor tests side by side

Each label comes from a different statute and answers a different question. Being one does not make you another, except where the rules say so: a qualified purchaser is automatically a qualified client, and a QIB is treated as a qualified purchaser.

Source: eCFR (current to October 7, 2026), U.S. Code Title 15 (2024 edition, govinfo), Federal Register documents 2026-08480, 2026-20474 and 2026-20307 to 2026-20311.

Accredited investor: the Rule 501(a) text

Rule 501(a) lists 13 categories. The three that matter for most individuals:

• Net worth. Rule 501(a)(5) covers “Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000”. The primary residence “shall not be included as an asset”, and mortgage debt on it is ignored up to the home's value, except any increase in the 60 days before the sale.
• Income. Rule 501(a)(6) covers a person “who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year”.
• Professional licenses. Rule 501(a)(10) lets the SEC designate credentials by order. Since August 2020 three qualify: the Series 7, Series 82 and Series 65 licenses, held in good standing.

Two details are often stated wrongly. Exactly $1,000,000 of net worth is not enough: the rule says exceeds. And the income test looks at each of the two most recent years plus a reasonable expectation for the current one, not an average.

Other routes: directors, executive officers and general partners of the issuer (501(a)(4)); a fund's own “knowledgeable employee” (501(a)(11)); and most entities, trusts and family offices with more than $5,000,000.

What may change. On October 5, 2026 the SEC published five notices in the Federal Register that it “is considering whether to issue an order” designating new credentials: the CFA charter, the CFP certification, a U.S. CPA license, passage of an accredited investor exam “to be developed by” FINRA, and the Series 79 and Series 86/87 licenses. Comments are due December 4, 2026. Until an order is issued, none of them makes you accredited.

Qualified purchaser: the Section 2(a)(51) text

The definition is in the statute, not a rule. For an individual, Section 2(a)(51)(A)(i) covers “any natural person” who “owns not less than $5,000,000 in investments, as defined by the Commission”, counting investments held jointly with a qualified purchaser spouse. The other routes:

• Family companies owned by related persons with not less than $5,000,000 in investments.
• Trusts not formed to buy the securities, where the trustee and every contributor is a qualified purchaser.
• Anyone investing for itself or other qualified purchasers who “in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments”.

The word that trips people is investments. SEC Rule 2a51-1 defines it: securities (with limits on stakes in your own private business), “Real estate held for investment purposes”, commodity interests, and cash held for investment. Your home does not count: real estate used “for personal purposes or as a place of business” is not held for investment. Debt counts against you: “there shall be deducted from the amount of such person's Investments the amount of any outstanding indebtedness incurred to acquire or for the purpose of acquiring the Investments”. So $6 million of brokerage assets bought with a $2 million margin loan is $4 million of investments, below the line (our arithmetic).

Why the test exists. Section 3(c)(7) of the Investment Company Act removes from the definition of investment company any issuer whose securities “are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers”, and that does not offer publicly. A fund that meets it can take any number of qualified purchasers and stay unregistered. The older exclusion, Section 3(c)(1), instead caps the fund at securities “beneficially owned by not more than one hundred persons (or, in the case of a qualifying venture capital fund, 250 persons)”, but those owners only need to be accredited to buy under Regulation D.

Qualified client: the test that changed in 2026

The qualified client test is about fees, not access. The Advisers Act generally bars a registered adviser from taking a share of a client's capital gains; Rule 205-3 lifts the ban when the client is a qualified client. In a 3(c)(1) fund, each investor charged a performance fee “will be considered a client”, which is why 3(c)(1) funds with carried interest, and registered tender-offer funds with incentive fees, are sold only to qualified clients.

The rule itself no longer states the dollar amounts. It points to “the applicable dollar amount specified in the most recent order”, adjusted for inflation about every five years. The latest order, Release IA-6961 dated April 28, 2026 and published May 1, 2026, says a qualified client is a person who “immediately after entering into the contract has at least $1,400,000 under the management of the investment adviser”, or whom the adviser reasonably believes has “a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $2,700,000.”

Source: Federal Register 2026-08480 (91 FR 23520), which recites the 2021 amounts, and 17 CFR 275.205-3(d)(1).

The order applies to contracts entered into on or after June 29, 2026; it does not reach back to existing ones, but a new investor joining an existing fund is tested at the new amounts. If you checked a fund's subscription documents before the summer, the numbers you saw may be out of date.

What the SEC proposed on October 6, 2026. In File No. S7-2026-28 the SEC proposed “revising the rule's “qualified client” definition to include investors that meet the “accredited investor” definition in Regulation D”, and it “would remove the existing assets-under-management test in the qualified client definition, which is currently $1.4 million.” If adopted, the qualified client tier would collapse into accredited investor for most people, and the $2.7 million line would stop mattering. The same proposal would let more registered funds and BDCs pay performance fees. Comments are due December 7, 2026; nothing changes until a final rule.

Qualified institutional buyer: $100 million, and not for people

Rule 144A defines a QIB as an institution “acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity”, or a registered dealer with at least $10 million. Individuals cannot be QIBs. The term matters to individual investors in one way: SEC Rule 2a51-1(g) deems a QIB a qualified purchaser, which is how institutions enter 3(c)(7) funds without counting their investments again.

What the Form D data shows: 3(c)(1) vs 3(c)(7) funds, 2025-2026

Every private fund that sells under Regulation D files a Form D, and Item 6 asks which exemptions and exclusions it claims, including each paragraph of Investment Company Act Section 3(c). We read all seven quarterly Form D data sets from 2025 Q1 to 2026 Q3 (filings from January 1, 2025 to September 30, 2026) and kept issuers whose industry group is Pooled Investment Fund. A filing is "3(c)(1)" or "3(c)(7)" when it ticks only that paragraph, "both" when it ticks both (common for parallel fund families filing on one form), and "none" when it claims no 3(c) exclusion.

Source: SEC Form D data sets 2025q1 to 2026q3 (OFFERING, ISSUERS and FORMDSUBMISSION tables), live filings only; counts are our arithmetic.

The pace is rising. In nine months of 2026, funds filed 98.5% as many new notices as in all of 2025, and exactly as many 3(c)(7) notices, 5,732 (our arithmetic). By quarter:

Source: SEC Form D data sets, original filings by quarter; our arithmetic.

From the first quarter of 2025 to the third quarter of 2026, quarterly 3(c)(7) filings rose 40.0% and all new pooled-fund filings 36.6% (our arithmetic).

Who the two kinds of fund are

Source: SEC Form D data sets, new notices by pooled investment funds; percentages are our arithmetic. Fund types are the issuer's own choice on the form.

Three readings. First, 3(c)(1) is the venture capital and SPV world: small vehicles, often one deal, with low or no stated minimums. Second, 3(c)(7) is where institutional private equity and hedge funds sit, and a third of those that state a minimum ask seven figures. Third, the minimum field tells you little about eligibility: two thirds of 3(c)(7) filings leave it at zero, and a QP-only fund can state a low minimum because the investor test, not the ticket, does the filtering.

Counting each fund once, on its latest filing in the window, 49,907 distinct pooled funds filed a Form D or amendment: 21,647 on 3(c)(1) only, 20,652 on 3(c)(7) only, 3,887 on both, 482 on 3(c)(5) and 3,198 on none.

Source: SEC Form D data sets; "total amount sold" is cumulative since each offering's first sale, which can predate 2025. We do not sum amounts across funds: the field contains filer errors in the hundreds of billions and parallel feeders that repeat one fund's figure. Medians are our arithmetic.

The median 3(c)(7) fund reports about 53 times the money of the median 3(c)(1) fund, with half the investors (our arithmetic). The 708 3(c)(1) funds reporting more than 100 investors are not necessarily breaking the cap: Form D counts investors in the offering, while Section 3(c)(1) counts beneficial owners under its own look-through rules, and qualifying venture capital funds may have 250.

Real estate funds: why many need neither test

Real estate is where the accredited-vs-qualified-purchaser question often does not arise. Section 3(c)(7) and 3(c)(1) exist for funds that would otherwise be investment companies, meaning funds that mainly hold securities. A fund that owns buildings directly, or holds mortgages and interests in real estate under Section 3(c)(5)(C), can usually sell to any number of accredited investors with no qualified purchaser test.

Source: SEC Form D data sets; pooled investment funds whose name contains Real Estate, Realty, REIT, Property, Properties, Multifamily, Apartment, Housing, Residential or Self Storage; latest filing per fund. Our arithmetic.

Among pooled funds with a real estate name, 58.9% are 3(c)(7): the largest are institutional property funds such as Clarion Lion Properties Fund, whose Form D names JP Morgan Securities LLC as the firm paid to sell it. But widen the lens to every new notice filed under the Form D real estate industry groups (Commercial, Residential, Other Real Estate, REITS and Finance, Construction), the world of syndications and single-property LLCs, and 6,835 of 8,392 (81.4%) claim no Investment Company Act exclusion at all; 587 claim 3(c)(7), 522 claim 3(c)(5) and 396 claim 3(c)(1) (our arithmetic).

Four real filings show the range:

Source: each fund's Form D/A as rendered by EDGAR (accessions 0001129758-25-000002, 0001430080-26-000001, 0001566114-26-000031, 0002018940-26-000007).

Clarion Lion, a $22 billion qualified-purchaser fund, states a $25,000 minimum: a low ticket does not make a fund open to accredited investors. Trumbull, larger still, ticks no 3(c) box. DLP Housing Fund relies on the real estate exclusion and on Rule 506(c), under which every purchaser must be a verified accredited investor; no qualified purchaser test applies to its 1,871 investors. And a 3(c)(1) fund can set its own bar far above the law: Cirrus asks $10,000,000. For the REIT side of the private market see our count of private REITs on Form D, and for single-deal raises the real estate syndication Form D data.

Verdict: which line you are on, and which funds it opens

• Below accredited (net worth of $1,000,000 or less without the home, and income of $200,000 or less): private placements are closed except the limited non-accredited slots in Rule 506(b) deals. Registered vehicles, such as interval funds and non-traded BDCs, are the route.
• Accredited but not a qualified client: you can buy most Reg D funds, including the 3(c)(1) funds that charge no performance fee and real estate funds that need no 3(c) exclusion. Funds charging carry or incentive fees are closed to you until the October 2026 proposal, if adopted, changes that.
• Qualified client but not a qualified purchaser (from $2.7 million of net worth, or $1.4 million with one adviser): adds the 3(c)(1) funds with carried interest and the registered tender-offer funds with incentive fees covered in our guide to investing in private equity.
• Qualified purchaser ($5 million of investments, net of acquisition debt): adds 3(c)(7) funds, which on the Form D data are much larger than 3(c)(1) funds by median amount sold, and share classes such as BREIT's Class L, which Blackstone sells only to investors who are both accredited and qualified purchasers.

The gap between the tests is real money. A household with $4.5 million in a brokerage account and a paid-off home is accredited, a qualified client under both the old and new tests, and still not a qualified purchaser.

What a holder or buyer can do with this

• Read the subscription booklet's investor questionnaire. It names the exact test the fund relies on. If it asks for qualified client status, check it against the $1,400,000 and $2,700,000 amounts that apply to contracts from June 29, 2026, not the 2021 figures.
• Do the qualified purchaser arithmetic yourself. Count only investments under Rule 2a51-1, leave out your home and any property you use for business, and subtract the debt you took on to buy the investments.
• Find the fund's Form D. Search the fund's legal name in EDGAR. Item 6 shows 3(c)(1), 3(c)(7) or neither; Item 11 the minimum; Item 14 the investor count. If the fund relies on Rule 506(c), it must take reasonable steps to verify that you are accredited, so expect to send documents.
• Watch the two open SEC files. The accredited investor credential notices (comments to December 4, 2026) and the qualified client proposal (comments to December 7, 2026) could change which funds you can enter in 2027.

FAQ

Sources, read and saved on October 9, 2026: 17 CFR 230.501, 230.144A, 270.2a51-1 and 275.205-3 from the eCFR (current to October 7, 2026); 15 U.S.C. 80a-2 and 80a-3 (Investment Company Act Sections 2 and 3, U.S. Code 2024 edition, govinfo.gov); Federal Register documents 2026-08480 (Order Approving Adjustment for Inflation of the Dollar Amount Tests in Rule 205-3, Release IA-6961, 91 FR 23520), 2026-06229 (notice of intent, 91 FR 15930), 2026-20474 (Investment Adviser Performance-Based Compensation Modernization, proposed, 91 FR 63676), 2026-20307 to 2026-20311 (potential accredited investor designations, October 5, 2026) and 2021-13192 (2021 order); the SEC Form D data sets for 2025q1 to 2026q3 (FORMDSUBMISSION, ISSUERS and OFFERING tables, live filings; extract in the CSV) and the Form D/A filings of Clarion Lion Properties Fund, Trumbull Property Fund, DLP Housing Fund and Cirrus Workforce Housing Fund I as rendered by EDGAR. Classifications, counts, medians and percentages are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.