IIB 
119TH CONGRESS 
1ST SESSION H. R. 3339 
IN THE SENATE OF THE UNITED STATES 
JULY 22, 2025 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
To require certification examinations for accredited investors, 
and for other purposes. 
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 ‘‘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 
(section 230.500 et seq. of title 17, Code of Federal Regu-
lations) 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-
credited investor demonstrates competency with 
respect to— 
(i) the different types of securities; 
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(ii) the disclosure requirements under 
the securities laws applicable to issuers 
and offerings of securities exempt from 
registration under section 5 of the Securi-
ties 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 
(VII) longer investment horizons; 
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(vi) potential conflicts of interest, 
when the interests of financial profes-
sionals and their clients are misaligned or 
when their professional responsibilities may 
be in conflict 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. 
Passed the House of Representatives July 21, 2025. 
Attest: 
KEVIN F. MCCUMBER, 
Clerk. 
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