(Sec. 2) This bill amends the Securities Act of 1933 to add to the definition of accredited investor any natural person whose individual net worth, or joint net worth with his or her spouse, exceeds $1 million (adjusted every five years for inflation).

The person's net worth shall exclude:

• the person's primary residence; and
• as a liability any indebtedness secured by the primary residence, up to the estimated fair market value of the residence at the time of the sale of securities.

Indebtedness secured by the person's primary residence in excess of the residence's estimated fair market value at the time of the sale of securities, however, shall be included in net worth as a liability.

An accredited investor shall also include any natural person:

• whose individual income exceeded $200,000 in each of the two most recent years, or whose joint income with spouse exceeded $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year;
• currently licensed or registered as a broker or investment adviser by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA) (or an equivalent self-regulatory organization), or a state division responsible for licensing or registration of individuals in connection with securities activities; or
• whose demonstrable education or job experience qualifies as professional knowledge of a subject related to a particular investment, and whose education or job experience is verified by the FINRA or an equivalent self-regulatory organization.

This bill directs the Securities and Exchange Commission (SEC) to revise its rules under Regulation D to consider a natural person an accredited investor, regardless of specified income and net worth requirements, if the person certifies to the issuer before the sale of securities to that person that he or she:

• is a person described in specified other requirements of Regulation D,
• has retained and used the services of certain banks, savings and loan associations, insurance companies, registered brokers or dealers, or certain other entities or their employees to make an investment decision relative to the securities being offered, or
• is licensed as an accredited investor by the Financial Industry Regulatory Authority (FINRA) after completing an exam administered by FINRA using specified criteria established by the SEC.

The SEC shall establish such criteria for FINRA to use in administering an exam to license as accredited investors natural persons who don't meet certain income and net worth requirements of Regulation D.