UPDATE: the below article is based on the old “qualified client” definition. The new “qualified client” definition can be found in full here, and the SEC order increase the asset thresholds can be found here. As a gross summary, the new definition of a qualified client is:
- entity or natural person with at least $1,000,000 under management of the advisor, OR
- entity or natural person who has a net worth of more than $2,100,000
For the second test above, natural persons exclude the value of (and debt with respect to) their primary residence (assuming the primary residence is not under water).
Certain hedge fund managers need to be registered as investment advisors with the SEC or with the state securities commission of the state which they reside in. For SEC-registered investment advisors, and most state registered advisors, the investors in their hedge fund will need to be “qualified clients” in addition to the requirement that such investors are also accredited investors. While many accredited investors will also be qualified clients, this might not always be the case because the qualified client defintion requires a higher net worth than the accredited investor definition. Hedge fund managers who are required to have investors who are both accredited investors and qualified clients cannot charge performance fees to those investors who do not meet the qualified client definition. Individual investors will generally need to have a $1.5 million net worth in order to be considered a “qualified client.”
The definition of “qualified client” comes from rules promulgated by the SEC under the Investment Advisors Act of 1940, specifically Rule 205-3. That rule provides:
The term qualified client means:
1. A natural person who or a company that immediately after entering into the contract has at least $750,000 under the management of the investment adviser;
2. A natural person who or a company that the investment adviser entering into the contract (and any person acting on his behalf) reasonably believes, immediately prior to entering into the contract, either:
a. Has a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $1,500,000 at the time the contract is entered into; or
b. Is a qualified purchaser as defined in section 2(a)(51)(A) of the Investment Company Act of 1940 at the time the contract is entered into; or
3. A natural person who immediately prior to entering into the contract is:
a. An executive officer, director, trustee, general partner, or person serving in a similar capacity, of the investment adviser; or
b. An employee of the investment adviser (other than an employee performing solely clerical, secretarial or administrative functions with regard to the investment adviser) who, in connection with his or her regular functions or duties, participates in the investment activities of such investment adviser, provided that such employee has been performing such functions and duties for or on behalf of the investment adviser, or substantially similar functions or duties for or on behalf of another company for at least 12 months.