Private lenders may soon have expanded access to capital via a bipartisan bill that opens a path for more investors to seek accredited status. If passed, H.R.3339, also called the Equal Opportunity for All Investors Act of 2025, mandates that the Securities and Exchange Commission create an exam to certify passing individuals as accredited investors.

Further Reading: Accredited investors are natural persons or entities permitted to invest in certain private or unregistered securities.

Currently, accredited investor qualifications require that individuals must earn an annual income of $200,000 or have a total net worth of $1 million, excluding the value of a primary residence. In 2020, the SEC finalized an exemption to the wealth threshold for certain licensed professionals and “knowledgeable employees” of private-fund issuers of securities.

H.R. 3339—which passed the House and is now with the Senate’s Committee on Banking, Housing and Urban Affairs—expands on the “knowledge-based” exemption by creating a framework to certify any natural person’s competency with respect to:

  • Types of securities
  • Disclosure requirements
  • Corporate governance
  • Financial statements
  • Conflicts of interest

The exam will also evaluate an individual’s familiarity with unregistered securities on topics including liquidity, valuation subjectivity/variability, information symmetry, leverage and concentration risks, and investment horizons. The test itself will be established within one year of the bill’s enactment, and subsequently made available free of charge to the public within 180 days.

The AAPL and Fortra Law Position

The American Association of Private Lenders and its general counsel, Fortra Law, applaud the bill’s goals to modernize investor accreditation and provide more knowledge-based access to the market. Passage of this bill will result in more private lender capital directly funding small businesses, affordable housing projects, recovery of our nation’s aging and distressed housing stock, and other ventures that do not meet institutional lenders’ appetite.

In keeping with the original spirit of requiring accreditation status to invest in private/unregistered securities, we will continue to support the program such that it remains faithful to investor protections by ensuring participants possess the financial knowledge and judgment necessary to invest wisely, avoid significant losses, and make informed decisions in complex private market transactions.

Additions we are recommending to Congress:

  • Include a periodic renewal provision that would require individuals to demonstrate continued financial literacy and knowledge of a changing securities market
  • Ensure the exam’s accessibility online with appropriate safeguards in place

AAPL has submitted letters of support to the Act’s sponsor, Representative Mike Flood (R, NE); co-sponsor Representatives Fields (D, LA), Lawler (R, NY), McBride (D, DE), and Thanedar (D, MI); and our contacts with the Senate Committee on Banking, Housing, and Urban Affairs.

Next Steps

We strongly encourage you to reach out to your Congresspeople to urge their support of the Equal Opportunity for All Investors Act of 2025. Together, we can help modernize an outdated system and broaden investor definitions to unlock new capital for growth and innovation.

  1. Download and customize this Sample Letter [Microsoft Word Document]
  2. Submit it to:

If you have any questions regarding this bill or Fortra Law’s involvement on behalf of AAPL as our general counsel, please contact Kevin Kim at k.kim@fortralaw.com.