Masami Hibino

Can we get some clarity on the newly expanded definition of Accredited Investor?

Can we get some clarity on the newly expanded definition of Accredited Investor? I assume that investors who qualified under the previous definition still qualify. My question is who else will be able to qualify under the new guidelines?


Marko Issever
September 09, 2020 08:30 PM  Marko Issever

According to a statement released on August 26, 2020, by Chairman of the U.S. Securities and Exchange Commission, Jay Clayton, “For the first time, individuals will be permitted to participate in private capital markets not only based on their income or net worth but also based on established, clear measures of financial sophistication.” He added that they have expanded and updated the list of entities, including tribal governments and other organizations that may qualify to participate in certain private offerings.
The amendments revise Rule 501(a), Rule 215, and Rule 144A of the Securities Act.
The amendments to the accredited investor definition in Rule 501(a):
• add a new category to the definition that permits natural persons to qualify as accredited investors based on certain professional certifications, designations or credentials or other credentials issued by an accredited educational institution, which the Commission may designate from time to time by order. In conjunction with the adoption of the amendments, the Commission designated by order holders in good standing of the Series 7, Series 65, and Series 82 licenses as qualifying natural persons. This approach provides the Commission with the flexibility to reevaluate or add certifications, designations, or credentials in the future.
• include as accredited investors, with respect to investments in a private fund, natural persons who are “knowledgeable employees” of the fund;
• clarify that limited liability companies with $5 million in assets may be accredited investors and add SEC- and state-registered investment advisers, exempt reporting advisers, and rural business investment companies (RBICs) to the list of entities that may qualify;
• add a new category for any entity, including Indian tribes, governmental bodies, funds, and entities organized under the laws of foreign countries, that own “investments,” as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of $5 million and that was not formed for the specific purpose of investing in the securities offered;
• add “family offices” with at least $5 million in assets under management and their “family clients,” as each term is defined under the Investment Advisers Act; and
• add the term “spousal equivalent” to the accredited investor definition, so that spousal equivalents may pool their finances for the purpose of qualifying as accredited investors.
The amendment to Rule 215 replaces the existing definition with a cross-reference to the definition in Rule 501(a).
The amendments expand the definition of “qualified institutional buyer” in Rule 144A to include limited liability companies and RBICs if they meet the $100 million in securities owned and invested threshold in the definition. The amendments also add to the list any institutional investors included in the accredited investor definition that is not otherwise enumerated in the definition of “qualified institutional buyer,” provided they satisfy the $100 million thresholds.
The Commission also adopted conforming amendments to Rule 163B under the Securities Act and to Rule 15g-1 under the Exchange Act.


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