II 

117TH CONGRESS 

2D SESSION S. 3921 

To amend the Securities Act of 1933 to expand the definition of a qualifying 

accredited investor, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

MARCH 24, 2022 

Mr. TILLIS (for himself and Mr. SCOTT of South Carolina) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Act of 1933 to expand the definition 

of a qualifying accredited investor, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Equal Opportunity for 

5 all Investors Act’’. 

6 SEC. 2. CERTIFICATION EXAMINATIONS FOR ACCREDITED 

7 INVESTORS. 

8 (a) EXAMINATION ALTERNATIVE.—Section 2(a)(15) 

9 of the Securities Act of 1933 (15 U.S.C. 77b(a)(15)) is 

10 amended— 


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1 (1) by redesignating clauses (i) and (ii) as sub2 paragraphs (A) and (B), respectively; 

3 (2) in subparagraph (A), as so redesignated, by 

4 striking ‘‘adviser; or’’ and inserting ‘‘adviser;’’; 

5 (3) in subparagraph (B), as so redesignated, by 

6 striking the period at the end and inserting ‘‘; or’’; 

7 and 

8 (4) by adding at the end the following: 

9 ‘‘(C) any individual who is certified as an 

10 accredited investor through an examination es11 tablished or approved by the Commission, the 

12 securities commission (or any agency or office 

13 performing like functions) of any State, or any 

14 self-regulatory organization as defined in the 

15 Securities Exchange Act of 1934 (15 U.S.C. 

16 78c(a)(26)) that— 

17 ‘‘(i) measures whether an individual 

18 certified as an accredited investor pursuant 

19 to such examination understands and ap20 preciates the risks and opportunities of in21 vesting in securities; 

22 ‘‘(ii) is designed to ensure that an in23 dividual with financial sophistication or 

24 training would be unlikely to fail; and 


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1 ‘‘(iii) may be designed and/or adminis2 tered by any other person approved by the 

3 Commission, such securities commission, 

4 or such self-regulatory organization.’’. 

5 (b) EFFECTIVE DATE.—The amendments made by 

6 subsection (a) shall take effect on the date of the enact7 ment of this Act. 

8 (c) EXAMINATION.—The Commission shall establish 

9 or approve an examination that complies with subsection 

10 (a) no later than 18 months after the date of enactment 

11 of this Act. 

12 SEC. 3. ACCREDITED INVESTOR SELF-CERTIFICATION. 

13 Section 4(b) of the Securities Act of 1933 (15 U.S.C. 

14 77d(b)) is amended by inserting ‘‘Unless the issuer knows, 

15 or has a reckless disregard for whether, the purchaser is 

16 not an accredited investor, obtaining a self-certification 

17 from the purchaser that the purchaser meets the income 

18 or net worth requirements of Rule 501 of Regulation D 

19 shall constitute reasonable steps to verify that purchasers 

20 of the securities are accredited investors.’’ after the period 

21 at the end. 

22 SEC. 4. MODIFICATION OF RULES. 

23 (a) IN GENERAL.—Not later than 9 months after the 

24 date of the enactment of this Act, the Securities and Ex25 change Commission shall revise its rules issued in section 


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1 230.501(a) of title 17, Code of Federal Regulations, to 

2 make parallel changes set forth in Section 2 and to add 

3 to the definition of accredited investor the following cat4 egories: 

5 (1) Any natural person with at least $500,000 

6 worth of investments. 

7 (2) Any natural person with total transactions 

8 during a 12-month period under section 230.506 of 

9 title 17, Code of Federal Regulations, and under 

10 section 4(a)(6) of the Securities Act of 1933 (15 

11 U.S.C. 77d(a)(6)) that are not greater than the 

12 highest amount of the following— 

13 (A) 10 percent of the total investments of 

14 the person; 

15 (B) 10 percent of the annual income of the 

16 person or 10 percent of the annual combined 

17 income with that person’s spouse; or 

18 (C) 10 percent of the net worth of the per19 son excluding the value of the person’s principal 

20 place of residence. 

21 (b) DEFINITIONS.— 

22 (1) DEFINITIONS.—In this subsection: 

23 (A) CASH AND CASH EQUIVALENTS.—The 

24 term ‘‘cash and cash equivalents’’ includes— 


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1 (i) bank deposits, certificates of de2 posit, bankers acceptances and similar 

3 bank instruments held for investment pur4 poses; and 

5 (ii) the net cash surrender value of an 

6 insurance policy. 

7 (B) COMMODITY INTERESTS.—The term 

8 ‘‘commodity interests’’ means commodity fu9 tures contracts, options on commodity futures 

10 contracts, and options on physical commodities 

11 traded on or subject to the rules of— 

12 (i) any contract market designated for 

13 trading such transactions under the Com14 modity Exchange Act (7 U.S.C. 1 et seq.) 

15 and the rules issued under that Act; or 

16 (ii) any board of trade or exchange 

17 outside the United States, as described in 

18 part 30 of title 17, Code of Federal Regu19 lations. 

20 (C) DIGITAL ASSETS.—The term ‘‘digital 

21 assets’’— 

22 (i) means a digital representation of 

23 value that— 


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1 (I) is used as a medium of ex2 change, unit of account, or store of 

3 value; and 

4 (II) is not legal tender, whether 

5 or not denominated in legal tender; 

6 and 

7 (ii) does not include— 

8 (I) a transaction in which a mer9 chant grants, as part of an affinity or 

10 rewards program, value that cannot 

11 be taken from or exchanged with the 

12 merchant for legal tender, bank cred13 it, or virtual currency; or 

14 (II) a digital representation of 

15 value issued by or on behalf of a pub16 lisher and used solely within an online 

17 game, game platform, or family of 

18 games sold by the same publisher or 

19 offered on the same game platform. 

20 (D) INVESTMENT PURPOSES.—The term 

21 ‘‘investment purposes’’— 

22 (i) includes— 

23 (I) real estate owned by a pro24 spective purchaser who is engaged pri25 marily in the business of investing, 


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1 trading, or developing real estate in 

2 connection with such business; and 

3 (II) a commodity interest or 

4 physical commodity owned, or a finan5 cial contract entered into, by the pro6 spective purchaser who is engaged pri7 marily in the business of investing, re8 investing, or trading in commodity in9 terests, physical commodities, or fi10 nancial contracts in connection with 

11 such business; and 

12 (ii) does not include real estate held 

13 for investment purposes by a prospective 

14 purchaser if the real estate is used by the 

15 prospective purchaser, a sibling, spouse or 

16 former spouse, a direct lineal descendant 

17 by birth or adoption, or spouse of such lin18 eal descendant or ancestor for personal 

19 purposes or as a place of business, or in 

20 connection with the conduct of the trade or 

21 business of the prospective purchaser or 

22 such related person. 

23 (E) INVESTMENTS.—The term ‘‘invest24 ments’’ means— 


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1 (i) securities, as defined in section 

2 2(a) of the Securities Act of 1933 (15 

3 U.S.C. 77b(a)), other than securities 

4 issued by an issuer that is controlled by 

5 the prospective purchaser that owns such 

6 securities; 

7 (ii) real estate held for investment 

8 purposes; 

9 (iii) commodity interests held for in10 vestment purposes; 

11 (iv) physical commodities held for in12 vestment purposes; 

13 (v) digital assets held for investment 

14 purposes; 

15 (vi) to the extent not securities, finan16 cial contracts (as such term is defined in 

17 section 3(c)(2)(B)(ii) of the Investment 

18 Company Act of 1940 (15 U.S.C. 

19 80a3(c)(2)(B)(ii))) entered into for invest20 ment purposes; and 

21 (vii) cash and cash equivalents (in22 cluding foreign currencies) held for invest23 ment purposes. 

24 (F) PERSONAL PURPOSES.—The term 

25 ‘‘personal purposes’’ does not include residential 


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1 real estate if deductions with respect to such 

2 real estate are not disallowed by section 280A 

3 of the Internal Revenue Code of 1986. 

4 (G) PHYSICAL COMMODITIES.—The term 

5 ‘‘physical commodities’’ means any physical 

6 commodity with respect to which a commodity 

7 interest is traded on a market described in sub8 paragraph (B)(i). 

9 (c) SELF-EXECUTION.—If the Securities and Ex10 change Commission does not revise its rules in accordance 

11 with the deadline set forth in subsection (a), then any per12 son described in subsection (b) shall be deemed to be an 

13 accredited investor for all purposes under the Federal se14 curities laws (including regulations). 

15 SEC. 5. ADJUSTING THE ACCREDITED INVESTOR STAND16 ARD. 

17 Section 413 of the Private Fund Investment Advisers 

18 Registration Act of 2010 (15 U.S.C. 77b note) is amended 

19 by striking subsection (b) and inserting the following: 

20 ‘‘(b) REVIEW AND ADJUSTMENT.— 

21 ‘‘(1) IN GENERAL.—The Commission may un22 dertake a review of the definition of the term ‘ac23 credited investor’, as such term applies to natural 

24 persons, to determine whether the requirements of 

25 the definition, excluding the requirement relating to 


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1 the net worth standard described in subsection (a), 

2 should be adjusted or modified for the protection of 

3 investors, in the public interest, and in light of the 

4 economy. 

5 ‘‘(2) ADJUSTMENT OR MODIFICATION.—Upon 

6 completion of a review under paragraph (1), the 

7 Commission may, by notice and comment rule8 making, make such adjustments to the definition of 

9 the term ‘accredited investor’, excluding adjusting or 

10 modifying the requirement relating to the net worth 

11 standard described in subsection (a), as such term 

12 applies to natural persons, as the Commission may 

13 deem appropriate for the protection of investors, in 

14 the public interest, and in light of the economy.’’. 

Æ 


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