IIB 
119TH CONGRESS 
1ST SESSION H. R. 3394 
IN THE SENATE OF THE UNITED STATES 
JUNE 24, 2025 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
To amend the Securities Act of 1933 to codify certain quali-
fications of individuals as accredited investors for pur-
poses of the securities laws. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Fair Investment Op-
portunities for Professional Experts Act’’. 
SEC. 2. DEFINITION OF ACCREDITED INVESTOR. 
(a) IN GENERAL.—Section 2(a)(15) of the Securities 
Act of 1933 (15 U.S.C. 77b(a)(15)) is amended— 
(1) by redesignating subparagraphs (i) and (ii) 
as subparagraphs (A) and (F), respectively; and 
(2) in subparagraph (A) (as so redesignated), 
by striking ‘‘; or’’ and inserting a semicolon, and in-
serting after such subparagraph the following: 
‘‘(B) 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 subpara-
graph (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; 
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‘‘(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 acquisi-
tion of the primary residence, the amount 
of such excess shall be included as a liabil-
ity); and 
‘‘(iii) indebtedness that is secured by 
the person’s primary residence in excess of 
the estimated fair market value of the pri-
mary residence at the time of such sale 
shall be included as a liability; 
‘‘(C) any natural person who had an indi-
vidual 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; 
‘‘(D) any natural person who is— 
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‘‘(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 Colum-
bia, or a territory of the United States or 
the equivalent division responsible for li-
censing or registration of individuals in 
connection with securities activities; and 
‘‘(ii) in good standing with respect to 
such licence or registration; 
‘‘(E) any natural person the Commission 
determines, by regulation, to have demonstrable 
education or job experience to qualify such per-
son as having professional knowledge of a sub-
ject related to a particular investment, and 
whose education or job experience is verified by 
a self-regulatory organization (as defined in sec-
tion 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 Ex-
change Commission shall revise the definition of accred-
ited investor under Regulation D (17 CFR 230.500 et 
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seq.) to conform with the amendments made by subsection 
(a). 
Passed the House of Representatives June 23, 2025. 
Attest: 
KEVIN F. MCCUMBER, 
Clerk. 
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