H.R. 3394

119th CONGRESS 1st Session

To amend the Securities Act of 1933 to codify certain qualifications of individuals as accredited investors for purposes of the securities laws.

IN THE SENATE OF THE UNITED STATES · June 24, 2025 · Committee: Committee on Banking, Housing, and Urban Affairs

Table of contents

• H.R. 3394
  • SEC. 1. Short title
  • SEC. 2. Definition of accredited investor

SEC. 1. Short title

• This Act may be cited as the Fair Investment Opportunities for Professional Experts Act.

SEC. 2. Definition of accredited investor

• (a) In general
  • Section 2(a)(15) of the Securities Act of 1933 () is amended— 15 U.S.C. 77b(a)(15)
    • by redesignating subparagraphs (i) and (ii) as subparagraphs (A) and (F), respectively; and
    • in subparagraph (A) (as so redesignated), by striking and inserting a semicolon, and inserting after such subparagraph the following:
      • with respect to a proposed sale of a security, any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of such sale, exceeds $1,000,000 (which amount, along with the amounts set forth in subparagraph (C), shall be adjusted for inflation by the Commission every 5 years to the nearest $10,000 to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics) where, for purposes of calculating net worth under this subparagraph—
        • (i) the person’s primary residence shall not be included as an asset;
        • (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of such sale, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of such sale exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and
        • (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of such sale shall be included as a liability;
      • any natural person who had an individual income in excess of $200,000 in each of the 2 most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
      • any natural person who is—
        • (i) currently licensed or registered as a broker or investment adviser by the Commission, a self-regulatory organization (as defined in section 3(a) of the Securities Exchange Act of 1934), or the securities division of a State, the District of Columbia, or a territory of the United States or the equivalent division responsible for licensing or registration of individuals in connection with securities activities; and
        • (ii) in good standing with respect to such licence or registration;
      • any natural person the Commission determines, by regulation, to have demonstrable education or job experience to qualify such person as having professional knowledge of a subject related to a particular investment, and whose education or job experience is verified by a self-regulatory organization (as defined in section 3(a) of the Securities Exchange Act of 1934); or
• (b) Rulemaking
  • Not later than 180 days after the date of enactment of this Act, the Securities and Exchange Commission shall revise the definition of accredited investor under Regulation D (17 CFR 230.500 et seq.) to conform with the amendments made by subsection (a).