Qualified Purchaser

A qualified purchaser is a tier above an accredited investor: generally an individual or family holding at least $5 million in investments, or an entity managing at least $25 million. The status comes from the Investment Company Act of 1940, and it exists to open up a specific set of large private funds.

The reason it matters is a provision called 3(c)(7). A private fund whose investors are all qualified purchasers can accept an unlimited number of them while staying exempt from registering as an investment company. The more common 3(c)(1) exemption, by contrast, caps a fund at 100 accredited investors. So qualified-purchaser status is what lets large hedge funds and private-equity funds scale without SEC fund registration.

Note what "investments" means here: it counts securities, funds, and similar financial assets - not the value of your home or the business you run day to day. That makes it a meaningfully higher bar than the accredited-investor net-worth test, which starts at $1 million excluding your primary residence.

For tokenized real-world assets, most deals only require accreditation, so you'll meet qualified-purchaser language mainly in larger, institutional-grade tokenized funds. If an offering restricts itself to qualified purchasers, expect verification through due diligence on your holdings - and a minimum investment to match. The $5 million and $25 million figures are current as of 2026.

Source: SEC (sec.gov), as of 2026.