The 3C7 Exemption: Definition, Requirements and Application

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Last updated: Jul 21, 2023

Understanding the 3(c)(7) Exemption in Investment Regulation

In the realm of investment regulation, the 3(c)(7) exemption holds a significant position. This exemption is a key provision under the United States Securities Act of 1933 and the Investment Company Act of 1940. The 3(c)(7) exemption allows certain privately offered investment funds to avoid registration with the Securities and Exchange Commission (SEC), provided they meet specific criteria and are available exclusively to qualified purchasers. This article aims to delve into the intricacies of the 3(c)(7) exemption, elucidating its application, advantages, and implications in the realm of investment management.

💡 Key Ideas

  • The 3(c)(7) exemption is a significant provision in investment regulation, allowing certain privately offered investment funds to avoid SEC registration, provided they exclusively target qualified purchasers.

  • To qualify for the 3(c)(7) exemption, investment entities must limit ownership to qualified purchasers and refrain from making any public offerings, maintaining exclusivity and privacy.

  • Advantages of the 3(c)(7) exemption include reduced regulatory burdens, flexibility in investment strategies, and access to a sophisticated investor base.

  • Implications of the 3(c)(7) exemption include potential lack of liquidity, limited investor pool, and reduced regulatory oversight.

Introduction to the 3(c)(7) Exemption

The 3(c)(7) exemption falls under Section 3(c) of the Investment Company Act of 1940, which delineates exemptions available to certain investment entities from the requirement of registering with the SEC. Notably, the 3(c)(7) exemption pertains to "qualified purchasers," a term defined in Section 2(a)(51) of the Investment Company Act.

A "qualified purchaser" typically includes natural persons with investments exceeding $5 million in aggregate value, family companies or trusts with investments exceeding $5 million, and certain institutional investors with at least $25 million in investments. Such investors are presumed to possess sufficient financial acumen and resources, thereby justifying the exemption.

Criteria for the 3(c)(7) Exemption

To qualify for the 3(c)(7) exemption, an investment entity must meet two fundamental criteria:

  1. Investor Limitation: The investment entity must limit its ownership interests to qualified purchasers exclusively. This stipulation ensures that the fund is accessible only to financially sophisticated individuals and institutions capable of bearing the potential risks associated with such investments.

  2. Numerical Limitation: The investment entity must refrain from making any public offering of its securities. In other words, the offering must remain private, with sales restricted to qualified purchasers only. This condition serves to maintain the privacy and exclusivity of the investment, fostering a controlled and targeted approach to capital raising.

Advantages of the 3(c)(7) Exemption

The 3(c)(7) exemption offers several compelling advantages to investment fund managers and qualified purchasers alike:

  1. Exemption from SEC Registration: The most notable advantage is that investment entities qualifying for the 3(c)(7) exemption are exempt from registering with the SEC. This alleviates the burdensome regulatory compliance that registered investment companies must endure, reducing administrative costs and complexities.

  2. Flexibility and Exclusivity: By being exempt from registration, 3(c)(7) funds gain a level of flexibility in structuring their investment strategies. Additionally, the exclusivity of the offering enhances the sense of privilege for qualified purchasers, fostering a close-knit and potentially more cooperative investment community.

  3. Sophisticated Investor Base: The 3(c)(7) exemption mandates that only qualified purchasers can invest in the fund, which can lead to a more sophisticated investor base. This, in turn, may enhance the overall quality of discussions and decisions made within the fund.

Implications and Considerations

While the 3(c)(7) exemption provides numerous benefits, it is essential to consider some of its implications and potential drawbacks:

  1. Lack of Liquidity: Investments in 3(c)(7) funds often lack liquidity, as they are not traded on public exchanges. Investors must be prepared for longer lock-up periods, which may restrict access to their capital.

  2. Limited Investor Pool: Restricting the fund to qualified purchasers may limit the pool of potential investors, potentially hindering capital-raising efforts compared to publicly registered funds.

  3. Reduced Regulatory Oversight: Exemption from SEC registration means that 3(c)(7) funds face less regulatory scrutiny. While this allows for greater flexibility, it also requires investors to conduct more thorough due diligence on the fund's operations and performance.

A Comparative Analysis: 3(c)(7) vs. 3(c)(1) Exemptions

Within the domain of investment regulation, two prominent exemptions under the United States Securities Act of 1933 and the Investment Company Act of 1940 are the 3(c)(7) and 3(c)(1) exemptions. While both provisions offer relief from SEC registration, they cater to different types of investors and exhibit distinct characteristics. In this subsection, we will undertake a comparative analysis of the 3(c)(7) and 3(c)(1) exemptions, elucidating their divergent features and applications.

3(c)(7) Exemption:

  1. Qualified Purchaser Restriction: The primary distinguishing feature of the 3(c)(7) exemption is its exclusive focus on qualified purchasers. Investors eligible under the qualified purchaser definition, which includes high-net-worth individuals and institutional investors, gain access to 3(c)(7) funds. This stringent limitation ensures that the fund's investor base consists of financially sophisticated entities capable of understanding and bearing the inherent risks associated with such investments.

  2. Investor Cap: While the 3(c)(7) exemption boasts a more exclusive investor base, it does not impose any numerical limitation on the number of qualified purchasers participating in the fund. Consequently, 3(c)(7) funds can cater to a substantial number of qualified purchasers, granting them a broader scope for raising capital.

  3. No Public Offering: The 3(c)(7) exemption strictly prohibits public offerings of its securities, necessitating a private placement approach. This preserves the fund's exclusivity and privacy, as only pre-approved qualified purchasers may invest.

3(c)(1) Exemption:

  1. Accredited Investor Focus: Unlike the 3(c)(7) exemption, the 3(c)(1) exemption targets accredited investors rather than qualified purchasers. Accredited investors encompass a broader category of investors, including high-net-worth individuals, certain institutions, and entities meeting specific income or net worth thresholds. This makes 3(c)(1) funds accessible to a larger pool of potential investors.

  2. Investor Cap: Unlike the 3(c)(7) exemption, the 3(c)(1) exemption imposes a strict numerical limit of 100 investors. This limitation is in place to maintain a smaller, closely-knit investor base and to prevent the fund from becoming a publicly traded investment company.

  3. Limited Offering Flexibility: While 3(c)(1) funds can accept funds from accredited investors, they must exercise caution in their approach to raising capital. Without the exclusive "qualified purchaser" criterion, these funds may face additional regulatory considerations when marketing their offerings.

Key Similarities:

  1. SEC Registration Exemption: Both the 3(c)(7) and 3(c)(1) exemptions provide relief from the requirement to register with the Securities and Exchange Commission (SEC). This exemption from registration significantly reduces regulatory burdens and costs for the investment fund.

  2. Investment Pools: Both exemptions pertain to investment pools seeking to pool together funds from multiple investors to achieve investment objectives.

  3. Regulatory Due Diligence: While the level of regulatory oversight varies between the two exemptions, both types of funds still need to adhere to certain regulatory guidelines to ensure investor protection and transparency.

In conclusion, the 3(c)(7) and 3(c)(1) exemptions are two distinctive pathways through which investment funds can navigate the regulatory landscape in the United States. The 3(c)(7) exemption caters exclusively to qualified purchasers, providing a more exclusive investor base with no numerical cap. Conversely, the 3(c)(1) exemption targets accredited investors, allowing for a larger investor pool but limiting the fund to a maximum of 100 investors. Careful consideration of the investor base, offering approach, and regulatory implications is crucial for investment managers when choosing between these two exemptions, ensuring alignment with the fund's investment strategy and objectives.


The 3(c)(7) exemption serves as a vital component in the regulatory landscape governing investment entities in the United States. By catering exclusively to qualified purchasers and avoiding public offerings, 3(c)(7) funds can benefit from reduced regulatory burdens and foster an exclusive and sophisticated investor base. However, potential investors must weigh the advantages against the lack of liquidity and the necessity for more thorough due diligence. Understanding the nuances of the 3(c)(7) exemption empowers both fund managers and investors to make informed decisions and navigate the complex world of investment management more effectively.