IB 
Union Calendar No. 97 
119TH CONGRESS 
1ST SESSION H. R. 3339 
[Report No. 119–127] 
To require certification examinations for accredited investors, and for other 
purposes. 
IN THE HOUSE OF REPRESENTATIVES 
MAY 13, 2025 
Mr. FLOOD (for himself, Mr. FIELDS, Mr. LAWLER, Ms. MCBRIDE, and Mr. 
THANEDAR) introduced the following bill; which was referred to the Com-
mittee on Financial Services 
JUNE 3, 2025 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on May 13, 2025] 
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A BILL 
To require certification examinations for accredited investors, 
and for other purposes. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Equal Opportunity for 
All Investors Act of 2025’’. 
SEC. 2. CERTIFICATION EXAMINATIONS FOR ACCREDITED 
INVESTORS. 
(a) IN GENERAL.—The Commission shall revise the 
definition of ‘‘accredited investor’’ under Regulation D (sec-
tion 230.500 et seq. of title 17, Code of Federal Regulations) 
to include any natural person who is certified through the 
examination required under subsection (b). 
(b) ESTABLISHMENT
OF EXAMINATION.—Not later 
than 1 year after the date of the enactment of this Act, the 
Commission shall establish an examination (including a 
test, certification, or examination program)— 
(1) to certify an individual as an accredited in-
vestor; and 
(2) that— 
(A) is designed with an appropriate level of 
difficulty such that an individual with financial 
sophistication would be unlikely to fail; and 
(B) includes methods to determine whether 
an individual seeking to be certified as an ac-
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credited investor demonstrates competency with 
respect to— 
(i) the different types of securities; 
(ii) the disclosure requirements under 
the securities laws applicable to issuers and 
offerings of securities exempt from registra-
tion under section 5 of the Securities Act of 
1933 as compared to issuers and offerings of 
securities subject to such section 5; 
(iii) corporate governance; 
(iv) financial statements and the com-
ponents of such statements; 
(v) aspects of unregistered securities, 
securities issued by private companies, and 
investments into private funds, including 
risks associated with— 
(I) limited liquidity; 
(II) limited disclosures; 
(III) subjectivity and variability 
in valuations and the analytical tools 
investors may use to assess such valu-
ations; 
(IV) information asymmetry; 
(V) leverage risks; 
(VI) concentration risk; and 
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(VII) longer investment horizons; 
(vi) potential conflicts of interest, when 
the interests of financial professionals and 
their clients are misaligned or when their 
professional responsibilities may be in con-
flict with financial motivations; and 
(vii) such other criteria as the Com-
mission determines necessary or appro-
priate in the public interest or for the pro-
tection of investors. 
(c) ADMINISTRATION.—Beginning not later than 180 
days after the date the examination is established under 
subsection (b), such examination shall be administered and 
offered free of charge to the public by a registered national 
securities association under section 15A of the Securities 
Exchange Act of 1934 (15 U.S.C. 78o–3). 
(d) COMMISSION DEFINED.—In this section, the term 
‘‘Commission’’ means the Securities and Exchange Com-
mission. 
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Union Calendar No. 97 
119TH CONGRESS 
1ST SESSION 
H. R. 3339 
[Report No. 119–127] 
A BILL 
To require certification examinations for accredited 
investors, and for other purposes. 
JUNE 3, 2025 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
VerDate Sep 11 2014 
00:45 Jun 04, 2025
Jkt 059200
PO 00000
Frm 00006
Fmt 6651
Sfmt 6651
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