Equal Opportunity for All Investors Act of 2025

Floor Speech

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Mr. HILL of Arkansas. Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 3339) to require certification examinations for accredited investors, and for other purposes, as amended.

The Clerk read the title of the bill.

The text of the bill is as follows: H.R. 3339

Be it enacted by the Senate and House of Representatives 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 (section 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 investor; 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 accredited 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 registration 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 components 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 valuations;

(IV) information asymmetry;

(V) leverage risks;

(VI) concentration risk; and

(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 conflict with financial motivations; and

(vii) such other criteria as the Commission determines necessary or appropriate in the public interest or for the protection 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 Commission.

Mr. Speaker, I rise in strong support of H.R. 3339, the Equal Opportunity for All Investors Act.

The accredited investor definition is severely outdated. While its intention is to protect investors, its overly broad definition excludes millions of Americans who are experienced and knowledgeable enough to invest in private markets.

Wealth alone should not be the sole determinant as to who can invest in these markets. My friend from Nebraska, Representative Flood's bill, provides a merit-based alternative by the establishment of an exam that allows individuals to qualify as accredited investors by demonstrating their understanding of investments and private markets.

This is a smart, commonsense modernization of these outdated rules that provides a meaningful step towards making private markets more accessible.

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Mr. HILL of Arkansas. Mr. Speaker, I include in the record the CBO estimate for this bill. H.R. 3339, EQUAL OPPORTUNITY FOR ALL INVESTORS ACT OF 2025, AS REPORTED

BY THE HOUSE COMMITTEE ON FINANCIAL SERVICES ON JUNE 3, 2025 ------------------------------------------------------------------------ By fiscal year, millions of dollars-- ------------------------------- 2025 2025-2030 2025-2035 ------------------------------------------------------------------------ Direct Spending (Outlays)............... 0 0 0 Revenues................................ 0 0 0 Increase or Decrease (-) in the Deficit. 0 0 0 Spending Subject to Appropriation * * ** (Outlays).............................. ------------------------------------------------------------------------ * = between -$500,000 and $500,000. ** = not estimated.

Increases net direct spending in any of the four consecutive 10-year periods beginning in 2036? No.

Increases on-budget deficits in any of the four consecutive 10-year periods beginning in 2036? No.

Statutory pay-as-you-go procedures apply? No.

Mandate Effects:

Contains intergovernmental mandate? No.

Contains private-sector mandate? Yes, Under Threshold.

H.R. 3339 would require the Securities and Exchange Commission (SEC) to develop an exam and certify people who pass as ``accredited investors,'' which would allow them to make investments for which they are not currently eligible. Under current law, accredited investors are defined as people or entities with sufficient financial sophistication and resources to sustain the risk of loss, including banks, broker-dealers, and investment companies. Accredited investors may participate in investment opportunities not available to nonaccredited investors, such as purchasing securities that are exempt from registration with the SEC.

Based on the cost of similar provisions, CBO estimates that implementing H.R. 3339 would cost $1 million in both 2026 and 2027. CBO expects that the SEC would need three employees, at an average annual cost of $330,000 for each employee, to establish the examination and amend the current rules on accredited investors. Because the SEC is authorized to collect fees each year to offset its annual appropriation, CBO expects that the net effect on discretionary spending over the 2025-2030 period would be negligible, assuming appropriation actions consistent with that authority.

If the SEC increases annual fees to offset the costs of implementing provisions of H.R. 3339, it would increase the costs of an existing private-sector mandate on entities required to pay those fees. CBO estimates that the incremental cost of the mandate would be small and would fall well below the annual threshold established in the Unfunded Mandates Reform Act (UMRA) for private-sector mandates ($206 million in 2025, adjusted annually for inflation).

The bill contains no intergovernmental mandates.

The CBO staff contacts for this estimate are Aurora Swanson (for federal costs) and Rachel Austin (for mandates). The estimate was reviewed by H. Samuel Papenfuss, Deputy Director of Budget Analysis. Phillip L. Swagel, Director, Congressional Budget Office.

Mr. Speaker, for all the reasons that I have identified, changes need to be made in the credit investor rule. After 40 years, I think the changes proposed by the gentleman from Nebraska are solid.

Mr. Speaker, I urge my colleagues to support the bill, and I yield back the balance of my time.

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