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Eligible Investor Categories

These tags identify which investor categories are eligible to access an asset through its primary market. Lower tiers imply eligibility for all higher tiers within the same jurisdiction — an asset open to U.S. Investors is also available to Accredited Investors, Qualified Purchasers, and QIBs; an asset gated to U.S. Accredited Investors is also available to QPs and QIBs, but not to retail.

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U.S. Categories

U.S. Investor Catch-all category for U.S.-domiciled investors, applicable when an offering imposes no formal qualification threshold. Common for registered public offerings (S-1 filings, mutual funds, ETFs) and other broadly-available products. Not a formal SEC term of art; distinct from Regulation S’s “U.S. person” concept, which is a residency test. U.S. Accredited Investor Defined in Rule 501(a) of Regulation D under the Securities Act of 1933. Captures:
  • Natural persons meeting income ($200K individual / $300K joint, sustained two years) or net worth ($1M excluding primary residence) thresholds
  • Natural persons holding qualifying professional certifications (Series 7, 65, or 82), per the 2020 SEC amendments
  • Entities meeting various asset or ownership tests ($5M+ in assets, all-accredited-owner entities, knowledgeable employees of private funds)
The foundational qualification threshold for Rule 506(b) and 506(c) private placements — the offering exemption most commonly used by tokenized RWA issuers. U.S. Qualified Purchaser Defined in Section 2(a)(51) of the Investment Company Act of 1940. Captures:
  • Natural persons owning $5M+ in investments
  • Family-owned entities holding $5M+ in investments
  • Trusts (not formed for the purpose of acquiring the offered securities) where each trustee and settlor is a QP
  • Entities owning and investing on a discretionary basis $25M+ in investments
The gating threshold for Section 3(c)(7) funds, which can accept unlimited QP investors — unlike 3(c)(1) funds, which are capped at 100 investors. U.S. Qualified Institutional Buyer (QIB) Defined in Rule 144A under the Securities Act of 1933. Entity-only — no natural persons qualify regardless of wealth. Captures institutions owning and investing on a discretionary basis at least $100M in securities of unaffiliated issuers (reduced to $10M for registered broker-dealers acting as principals; banks must also meet a $25M net worth threshold). Includes insurance companies, registered investment companies, employee benefit plans, and similar institutions. The gating threshold for Rule 144A resales of restricted securities — a distinct distribution mechanic from Reg D primary placements.

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Non-U.S. Categories

Non-U.S. Investor Catch-all category for non-U.S.-domiciled investors, applicable when an offering imposes no formal qualification threshold outside the United States. Common for broadly-available offshore offerings, including Reg S distributions with no secondary investor-type restriction in the offshore jurisdiction. Not a formal term of art under MiFID II, SFC, or MAS; distinct from Regulation S’s “non-U.S. person” concept, which is a residency test. Non-U.S. Professional Investor Formal gating category across non-U.S. regulatory regimes for non-retail offerings. Aggregates:
  • MiFID II Professional Clients (Annex II, Directive 2014/65/EU) and UK FCA Professional Clients (COBS 3.5)
  • Hong Kong SFC Professional Investors (Schedule 1, Securities and Futures Ordinance)
  • Singapore MAS Accredited Investors (Section 4A, Securities and Futures Act — functionally equivalent despite the shared naming with the U.S. Accredited Investor tier)
  • Japanese 特定投資家 / Tokutei Tōshika (FIEA Article 2(31))
  • Swiss Professional Clients (FinSA Article 4)
  • Persons treated as Qualified Investors under the EU Prospectus Regulation (Regulation (EU) 2017/1129, Article 2(e), which incorporates MiFID II categories by reference)
Common qualification test across regimes: clients with sufficient experience, knowledge, and expertise to make their own investment decisions and properly assess risk. Includes per se professionals (regulated financial institutions, large undertakings meeting size thresholds, national/regional governments) and elective professionals (clients meeting quantitative tests — typically a portfolio threshold, transaction frequency requirement, and minimum financial sector experience). Non-U.S. analog to U.S. Accredited Investor — both are the principal qualification thresholds used to exempt offerings from retail-protection disclosure regimes in their respective jurisdictions. Non-U.S. Institutional Investor Formal gating category under Hong Kong SFO (Schedule 1, Securities and Futures Ordinance), Singapore SFA (Section 4A), DFSA Conduct of Business Rules, ADGM FSMR, and similar Asian and Middle East frameworks. Captures regulated entities: banks, licensed insurance companies, registered or licensed fund managers, recognized collective investment schemes, sovereign wealth funds, central banks, and multilateral agencies. Distinguished from Professional Investor in these jurisdictions because Institutional Investor status is reserved for entities subject to direct prudential regulation and carries different disclosure exemptions. A formally recognized tier in major non-EU markets where “institutional” is not folded into “professional” (unlike MiFID II’s structure). Non-U.S. Eligible Counterparty Defined in Article 30 of MiFID II (Directive 2014/65/EU) and FCA COBS 3.6. Highest categorization under the MiFID II client framework — sits one tier above Non-U.S. Professional Investor in the ladder (Professional Client → Eligible Counterparty). Captures investment firms, credit institutions, insurance companies, UCITS and their management companies, pension funds, other authorized or regulated financial institutions, national governments and their debt-management offices, central banks, and supranational organizations (IMF, World Bank, ECB). Used for eligible counterparty business: execution of orders, dealing on own account, and reception or transmission of orders. Receives the most limited investor protection under MiFID II because it is deemed the most sophisticated, with waived suitability, appropriateness, and best execution requirements in defined contexts. Non-U.S. analog to U.S. QIB, both are the top-tier institutional-only gates in their respective ladders.