Qualified Purchaser Status and Its Fund Exclusion
Chapters in this video
- 0:00 The uncapped fund problem and the Investment Company Act
- 1:03 Five million for individuals, twenty-five million for institutions
- 2:53 Accredited investor versus qualified purchaser
- 3:37 The trust trap and the one-level-down rule
- 4:53 Reasonable belief and the one-bad-apple danger
- 5:50 Involuntary transfers and the deemed qualified purchaser
- 6:45 Two acts, two exemptions: Investment Company Act and Securities Act
- 7:09 Rapid-fire exam recap
What this video covers
- The threshold math: why a natural person needs $5,000,000 in investments (not net worth), and when spousal or community property holdings count toward that figure
- Why an institutional buyer faces a $25,000,000 hurdle and must own and invest on a discretionary basis, not merely hold assets
- How the trust test runs one level down to the trustee and every contributing settlor, and why a $10,000,000 trust fails if its decision makers do not independently qualify
- The meaning of reasonable belief under the qualified purchaser fund exclusion, and how it is embedded in the term rather than an extra layer
- Why a single non-qualifying investor breaks the exclusion for the entire fund, not just that investor's interest, and the limited involuntary-transfer exceptions (gift, bequest, divorce, death) that preserve deemed qualified purchaser status
- The critical distinction between the Investment Company Act fund exclusion (which removes registration and investor-count caps) and the Securities Act (which still requires a separate exemption for the offering itself)
- How to avoid the accredited investor versus qualified purchaser trap, and why mixing the two statuses leads to a capped 100-investor limit instead of an uncapped fund
Read the full lesson, free
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