In addition to the changing standard for an accredited investor, the standard for a “qualified client” under the Investment Advisers Act is also changing. Section 418 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires the SEC to increase the standard.
SEC. 418. QUALIFIED CLIENT STANDARD.
Section 205(e) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–5(e)) is amended by adding at the end the following: ‘‘With respect to any factor used in any rule or regulation by the Commission in making a determination under this subsection, if the Commission uses a dollar amount test in connection with such factor, such as a net asset threshold, the Commission shall, by order, not later than 1 year after the date of enactment of the Private Fund Investment Advisers Registration Act of 2010, and every 5 years thereafter, adjust for the effects of inflation on such test. Any such adjustment that is not a multiple of $100,000 shall be rounded to the nearest multiple of $100,000.’’.
Unlike some of the arguments over whether the accredited investor standard should be adjusted based on inflation, this standard is explicitly tied to inflation.
The definition of a qualified client is set out in Rule 205-3.
Currently, the investor has to have at least $750,000 under management with the adviser/fund. That standard was adopted in July 1998. Using the CPI-U of 163.2 in July 1998 and 217.965 in June 2010, the minimum investment amount should increase to $1,000,000.
The net worth amount of $1.5 million was also adopted in July 1998. Using the same ratio, I would expect the minimum net worth to rise to $2 million.
As for private funds, Rule 205-3 requires a look -through from the fund to the investors in the fund. If the fund is relying on the 3(c)(7) exemption from the Investment Company Act then the fund’s investors should all be qualified purchasers or knowledgeable employees and you won’t need to look much further.
If the fund is using the 3(c)(1) exemption, then it will need to take a closer look at its investors to make sure that each is a qualified client.
- Section 205(e) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–5(e))
- Rule 205-3 – Exemption From the Compensation Prohibition of Section 205(a)(1) for Investment Advisers
- Performance Fees for Private Investments Funds under the Investment Adviser Act – prior post on Compliance Building
- The First Attack on the Accredited Investor Standard – prior post on Compliance Building
That fancy SEC logo appeared briefly on the SEC’s website on Monday. (Thanks for pointing this out Bruce.) It was odd enough that I thought it should be re-used.