I made an investment in OxyCapital Portugal Liquid Opportunities August last year, and subsequently they asked me to fulfill the “Accredited investor” status, which requires something like >$300k annual salary, and I satisfied this criteria and complied.
Today they send me a new letter asking to confirm to be a “Qualified investor”, which is a much more stringent criteria:
Following your investment in Portugal Liquid Opportunities, we are currently updating our internal records and require your Accreditation Form to include the “Qualified Purchaser” classification.
In general terms, a Qualified Purchaser is an investor who meets certain criteria, such as holding at least USD 5 million in investments (or meeting equivalent thresholds through entities or institutional structures).
What? According to Claude:
So what’s likely happening here: your Portugal Liquid Opportunities fund is structured (or restructuring) as a 3(c)(7) fund, which means they need every LP on record to certify QP status. If they previously operated under 3(c)(1) or didn’t require QP certification at subscription, they may be tightening compliance — possibly due to approaching the 100-investor limit, a fund restructuring, or an audit.
This is crazy – I have my interview scheduled in May and my funds are not compliant anymore. Anyone seeing this here? What should I do?
I’ve often wondered if this was going to happen with lots of the GV products- though I hadn’t expected this. I figured I might see some crackdown of their non-accredited investors, of which I’m sure there are plenty.
I’m doing some looking into this as there could be some broader implications. I can’t imagine there won’t be any impact to the price of the holding if there is suddenly some mass selloff that has to happen.
I knew that they did not have a great grasp on SEC obligations when I got no accredited investor paperwork when I invested, but this is even more negligent than I thought. Little did I know I could have probably could have sold them SEC advice.
I don’t have to delve into accredited vs qualified requirements often - but my recollection of Oxy is that is entirely listed stocks and bonds, which doesn’t raise a “qualified” flag. I did forget about the 100 investor cap though.
The problem is that I am properly accredited, just not “qualified”.
According to Claude:
This is a Portuguese-regulated fund — it’s a “Fundo de Investimento Alternativo Mobiliário Aberto,” registered with CMVM (Portuguese securities regulator, registration number 2026), managed by OXY CAPITAL – SGOIC, S.A. This is important because it means Portuguese and EU fund regulation governs this relationship, not US securities law. The “Qualified Purchaser” concept under the Investment Company Act of 1940 is a US regulatory classification. A CMVM-regulated Portuguese fund doesn’t need a 3(c)(7) exemption — that’s an exemption from the US Investment Company Act, which doesn’t apply here.
This raises a serious question: why is OxyCapital asking you for US Qualified Purchaser certification at all? A Portuguese alternative investment fund regulated by CMVM operates under AIFMD (EU Alternative Investment Fund Managers Directive) and Portuguese fund law, not the US Investment Company Act. The relevant investor classifications would be EU/Portuguese ones — “professional investor” vs “retail investor” under MiFID II.
When you respond to OxyCapital, I would ask them to explain the specific legal basis under Portuguese or EU law for requiring a US “Qualified Purchaser” certification from an investor in a CMVM-regulated fund. If they can’t articulate one, then the QP request may be either a mistake, an overreach by a US-side compliance team applying the wrong framework, or — more cynically — a pretext to move investors out of this fund and into Magellan.
I am not a 40 act lawyer, but the SEC has expansive regulation for funds that market to US persons.
It has been one of the reasons I have been shocked at their laid back nature to the potential citizenship law changes. Their marketing material is really sloppy for the various security law regulations they are subject to.
I have started to go down rabbits holes. It looks like they have filed for some Reg D exemptions, which I would have expected them to have to do. However, I only see their closed-end fund and then a fund that seems to be a new open-ended fund. I am invested in Golden Opportunities, and I do not see a filing for that. Only the new Oxy Capital Magellan Q4-2025, Open-Ended Securities Alternative Investment Fund.
All these filings are rather new (March 4, 2026 for the open ended fund), so I am guessing they realized recently some of their SEC compliance issues. The new open ended fund does appear to be taking advantage of the 3(c)1 exemption under the Investment Company Act, which would allow accredited investors but no more than 100. The naming convention has me concerned because it seems like they have fund for a specific time period. If they just plan to keep making new funds as they get close to 100, I am pretty sure they are going to have problems.
I emailed them for clarity and hope what is going on is not as bad as it could be.