The Complete Guide to Private Equity for RIAs

Overview
Chapter
5
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X

Who Can Invest? Accreditation Tiers and What Each Unlocks

For the full treatment of this topic, we've written a complete Guide to Private Market Individual Investor Classifications, covering accredited and non-accredited investors, qualified clients, and qualified purchasers. This chapter summarizes what advisors need for allocation decisions.

Advisor takeaway

Investor eligibility is not one threshold but three, and knowing which clients qualify for what is a gating step in any private market recommendation.

Accredited investor

The accredited investor standard is the broadest gateway to private offerings. Under SEC Rule 501(a), an individual qualifies with $1 million in net worth excluding the primary residence, or income of $200,000 individually ($300,000 jointly) in each of the prior two years, with a reasonable expectation of the same in the current year.14 Accredited status unlocks most Regulation D private offerings, including many evergreen BDCs and feeder vehicles.

Qualified client

The qualified client standard answers a different question: not what a client may buy, but how an adviser may charge. Under Investment Advisers Act Rule 205-3, an adviser may charge performance-based fees, including carried interest, only to qualified clients. The SEC adjusts these thresholds for inflation, and by final order issued April 28, 2026, effective June 29, 2026, the thresholds rise to $1.4 million in assets under management with the adviser (from $1.1 million) or $2.7 million in net worth (from $2.2 million).15 Advisors recommending funds that charge incentive fees should confirm client status under the thresholds in effect at the time of investment.

Qualified purchaser

The highest tier is the qualified purchaser: generally, an individual or family entity holds $5 million or more in investments. Funds relying on Section 3(c)(7) of the Investment Company Act must have qualified purchaser status, which includes many large institutional private funds. For most advisory clients, 3(c)(7) funds are the least accessible corner of the market, which is precisely why registered and evergreen structures have become the primary on-ramp for the wealth channel.

Why the tiers matter for practice

Eligibility mapping is a first-order fiduciary task, not paperwork. The tiers determine which vehicles each client can access, which fee structures an adviser may apply, and how an allocation program should be designed across a client base with mixed eligibility. The broader democratization theme of this guide runs through this chapter as well: evergreen and registered structures increasingly reach accredited investors, and in some registered formats, investors beyond the accredited standard, which is exactly how private markets are expanding into advisory portfolios.

Figure 4

▲NARROWER ELIGIBILITY
Qualified purchaser
$5M or more in investments

Required for funds relying on Section 3(c)(7) of the Investment Company Act

Qualified client
$1.4M in assets with the adviser or $2.7M net worth (thresholds effective June 29, 2026)

Governs whether an adviser may charge performance-based fees or carried interest

Accredited investor
$1M net worth excluding primary residence, or $200K income ($300K jointly) in each of the prior two years

Unlocks most Regulation D private offerings, including many evergreen BDCs and feeders

The three eligibility tiers, and what each one unlocks. Thresholds are summaries of SEC rules in effect or announced as of the date of drafting and are subject to change.

Eligibility is the first fiduciary checkpoint, not a formality.

Key takeaway

Picture the tiers as a pyramid. The accredited investor standard forms the base and unlocks most private placements and evergreen BDCs. The qualified client standard sits above it and governs performance-based fees. The qualified purchaser standard sits at the top and unlocks 3(c)(7) institutional funds. Verify status at the time of each investment and document it.

Sources

  1. U.S. Securities and Exchange Commission, Rule 501(a) of Regulation D (accredited investor definition). https://www.ecfr.gov/current/title-17/chapter-II/part-230/section-230.501
  2. U.S. Securities and Exchange Commission, final order adjusting dollar thresholds under Investment Advisers Act Rule 205-3, issued April 28, 2026 (effective June 29, 2026). https://www.sec.gov/rules-regulations

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