Olivent Venture Capital is open to investors who are both accredited investors under SEC Regulation D and Qualified Clients under Rule 205-3. Here's how each test works for individuals, licensed professionals, entities and family offices, what the current dollar thresholds are, and how verification works before you subscribe.
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Olivent Venture Capital admits investors who pass two separate tests. You have to be an accredited investor under Rule 501(a) of SEC Regulation D, and you have to be a Qualified Client under Rule 205-3 of the Investment Advisers Act, because the fund charges carried interest. A third party checks both before you sign.
Olivent needs two tests passed: accredited under Regulation D and Qualified Client under Rule 205-3.
The two tests exist for different reasons. Regulation D lets a fund sell interests without registering the offering, as long as the buyers can bear the risk of an illiquid, unregistered security. Rule 205-3 governs the adviser, not the offering: an adviser can charge a fee based on capital gains only to clients who clear a higher wealth floor. So a seed fund with a 20% carry needs both.
Most individuals who qualify as accredited also clear the Qualified Client thresholds, but not all of them do. The sections below go through each test with the current figures. If you're not sure which category fits you, the FAQ at the end covers the common edge cases.
Accredited investor tests for individuals
An individual is accredited by income or by net worth. The income test is more than $200,000 in each of the last two years, or $300,000 jointly with a spouse or spousal equivalent, with a reasonable expectation of the same this year. The net worth test is more than $1,000,000, alone or jointly, not counting your primary residence.
Accredited by income means clearing the bar in each of the last two years. One strong year won't do it.
Individual income
Annual income above $200,000 individually (or $300,000 jointly with a spouse or spousal equivalent) in each of the last two years, with a reasonable expectation of the same in the current year.
Net worth
Individual or joint (with spouse or spousal equivalent) net worth above $1,000,000 at the time of investment, excluding primary residence.
Professional
Holders of Series 7, 65, or 82 licenses in good standing; directors, executive officers, or general partners of the issuer; or knowledgeable employees of the private fund.
Entity
Entities with total assets above $5,000,000, family offices (and their family clients) with $5,000,000 in assets under management, or entities whose equity owners are all accredited investors.
Two details catch people out. First, the residence exclusion works in both directions. The home's value is left out of your assets, and the mortgage is left out of your liabilities up to that value. A mortgage balance above the home's value, or any new borrowing against the home in the 60 days before you invest, counts against you. Second, the income test looks at each of the last two years on its own, so one strong year won't qualify you.
"Spousal equivalent" means a cohabitant occupying a relationship generally equivalent to that of a spouse. The SEC added it in 2020 so unmarried partners can pool income and net worth the same way married couples can.
Accredited investor tests for licensed professionals and insiders
Since the SEC's 2020 amendments, anyone holding a Series 7, Series 65 or Series 82 license in good standing is an accredited investor, whatever their income or net worth. Directors, executive officers and general partners of the issuer also qualify, and so do "knowledgeable employees" of a private fund who invest in that fund.
A Series 7, 65 or 82 license in good standing makes you accredited, whatever your net worth.
The license route helps people whose wealth doesn't show up well in the income and net worth tests, like early-career finance professionals or founders whose net worth is mostly unvested equity. The SEC's reasoning was that these credentials show the financial sophistication the accredited investor definition was always meant to stand in for.
The insider route is narrower than it sounds. It covers directors, executive officers and general partners of the issuer of the securities being sold. For a fund, that means the fund's general partner and its officers. The portfolio companies don't count.
Accredited investor tests for entities and family offices
An entity is accredited if it has more than $5,000,000 in total assets and wasn't formed for the purpose of making the investment, or if every one of its equity owners is accredited. Family offices with at least $5,000,000 under management, and their family clients, are accredited in their own right.
An entity needs more than $5 million in assets, or owners who are all accredited.
| Entity type | Test |
|---|---|
| Corporation, LLC, partnership, trust | More than $5,000,000 in total assets, not formed to make this investment |
| Any entity | All equity owners are accredited investors |
| Family office | At least $5,000,000 in assets under management, not formed to make this investment, directed by a person with the experience to evaluate the investment |
| Family client | A client of a family office that meets the test above, when the family office directs the investment |
| Registered investment adviser, bank, insurer, registered investment company | Accredited by status |
The "not formed for the purpose" condition is the one to watch. An LLC set up last month to hold this one fund interest doesn't pass the $5,000,000 asset test by itself. It passes only if each of its owners is accredited. Trusts work the same way, with an extra route for trusts above $5,000,000 in assets directed by a sophisticated person.
What a Qualified Client is and why carried interest triggers it
A Qualified Client is a client who meets the thresholds in Rule 205-3, which lets an investment adviser charge performance-based compensation. Carried interest is performance-based compensation, so every Olivent investor has to be a Qualified Client. After the SEC's mid-2026 inflation adjustment, that means net worth above $2,700,000, excluding your primary residence, or at least $1,400,000 in assets under management with the adviser.
Carry is performance pay, so every investor also has to clear the higher Qualified Client bar.
The net worth figure is joint, so spousal assets count, and the primary residence is excluded the same way it is for the accredited investor test. Seed investors rarely use the assets under management route, because it's measured against the adviser's own management of your assets. Your total portfolio doesn't count toward it.
The SEC adjusts these thresholds for inflation every five years by order. The figures on this page reflect the latest adjustment. The fund's subscription documents will state the figures in force on the day you sign, and those control.
Some entity investors get looked through. If an entity is itself a private fund, each of its equity owners has to meet the Qualified Client test. For an ordinary operating company or family trust, what counts is the entity's own net worth.
How verification works
Olivent verifies accreditation through a third party instead of accepting a self-certification. The fund may use general solicitation under Rule 506(c), and that rule requires the issuer to take reasonable steps to verify. You'll be asked for documents once, before subscription, and verification runs through the Investors Portal.
Verification runs through a third party once, before you subscribe. Self-certification isn't enough here.
Typical evidence for each route:
- Income test: IRS forms for the two most recent years (W-2, 1099, K-1 or a filed 1040) and a written representation about the current year.
- Net worth test: recent bank, brokerage and retirement account statements, plus a consumer credit report to confirm liabilities, all dated within the last three months.
- Professional route: confirmation of the license in FINRA BrokerCheck or the IAPD.
- Any route: a letter from a licensed attorney, CPA, registered broker-dealer or SEC-registered investment adviser confirming they verified your status within the last three months.
Qualified Client status gets confirmed from the same net worth evidence. If you were verified for a prior fund investment less than three months ago, that verification can often be reused.
Non-US investors
Investors outside the United States can be admitted if they meet the same accredited investor and Qualified Client tests and the sale complies with the securities laws of their home country. The fund documents say which jurisdictions are covered. Israel-resident investors should expect an extra Israeli securities law representation.
Investors outside the US face the same two tests, plus their home country's securities rules.
The dollar tests apply as written, converted at the time of investment. Tax treatment varies by country and by investor type, so if you're investing from outside the US, check with a local adviser how a US partnership interest is treated before you subscribe. Olivent will give you the fund's tax classification and the forms it files, but it doesn't give tax advice.
What happens next
If you meet both tests, the path is a short call, access to the Investors Portal, verification, then subscription documents. Most investors finish verification within a week of uploading their documents. If you're close to a threshold or unsure which entity should hold the investment, bring it up on the call and the fund will tell you what evidence it needs.
Short call, Investors Portal, verification, then subscription documents. Most people finish verification within a week.
Fund terms, check size and reserves are on the Fund I page. The Investors Portal is where verification and documents live once you've been in touch.
Frequently asked questions
- Does my home count toward the $1 million net worth test?
- No. The net worth test leaves out the value of your primary residence. Mortgage debt on that residence is also left out up to the home's value, but anything borrowed against the home in the 60 days before the investment, and any mortgage balance above the home's value, counts as a liability.
- Can I combine income with my spouse to qualify?
- Yes. The joint income test is $300,000 with a spouse or spousal equivalent in each of the last two years, with a reasonable expectation of the same in the current year. The individual test is $200,000. You can also combine net worth with a spouse or spousal equivalent for the $1 million test.
- Do professional licenses qualify me on their own?
- Yes. Since the SEC's 2020 amendments, anyone in good standing holding a Series 7, Series 65 or Series 82 license is an accredited investor, whatever their income or net worth. Directors, executive officers and general partners of the issuer, and knowledgeable employees of the private fund, qualify too.
- What is a Qualified Client?
- It's an investor who meets the higher thresholds in Rule 205-3 under the Investment Advisers Act. The rule lets an adviser charge performance-based compensation, such as carried interest, only to clients who meet those thresholds. Olivent charges carry, so every investor has to be a Qualified Client as well as an accredited investor.
- What are the current Qualified Client thresholds?
- After the SEC's mid-2026 inflation adjustment, you qualify with net worth above $2,700,000, excluding the primary residence and including spousal assets, or with at least $1,400,000 in assets under management with the fund's adviser. The SEC adjusts these figures for inflation every five years.
- Can my LLC, trust or family office invest?
- Yes, if the entity qualifies. Entities with more than $5 million in total assets, family offices with at least $5 million in assets under management and their family clients, and entities whose equity owners are all accredited investors are accredited investors. The entity also has to meet the Qualified Client thresholds on its own.
- Can I invest through a self-directed IRA?
- Often, yes. A self-directed IRA can hold a private fund interest through a custodian that accepts alternative assets. The IRA's owner still has to meet the accredited investor and Qualified Client tests, and the custodian's paperwork adds time to onboarding, so raise it early.
- How do I prove I am accredited?
- Olivent may use general solicitation under Rule 506(c), so a third party verifies accreditation and a self-certification isn't enough. Typical evidence is two years of tax documents for the income test, recent account statements and a credit report for the net worth test, or a letter from a licensed attorney, CPA, registered broker-dealer or investment adviser. Verification and Qualified Client confirmation both happen before you sign subscription documents.
Sources
- 17 CFR 230.501(a): definition of accredited investor (eCFR)
- Release 33-10824: Amending the Accredited Investor Definition (2020) (SEC)
- 17 CFR 275.205-3: exemption from the compensation prohibition for qualified clients (eCFR)The dollar thresholds are adjusted by SEC order every five years; confirm the current order before relying on a figure.
- 17 CFR 230.506(c): general solicitation and verification of accredited investor status (eCFR)
- Accredited investors: investor bulletin (Investor.gov)
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Educational content, not tax, legal or investment advice. Nothing here is an offer to sell or a solicitation to buy securities; any offer is made only to eligible investors through the fund's offering documents.