How many investors can a private fund have?

When the 2021 amendment to the FSCMA took effect, the cap on the number of investors in a private fund changed from '49 or fewer' to '100 or fewer'.

However, the public offering rules remain unchanged, so the number of general investors in a private fund is still limited to 49 or fewer. Some institutional investors, such as pension funds and financial companies, are excluded from the count, and there are detailed counting rules, such as adding in the investors of another fund that holds 10% or more of the fund's interests.