SUPPLEMENTARY INFORMATION:

I. Background

A. Accredited Investor Definition

Regulation D ^[1] provides a widely-used set of exemptions from registration under 15 U.S.C. 77a et seq. (the “Securities Act”) for the offer and sale of securities.^[2] Among other things, Regulation D includes the regulatory definition of “accredited investor” in 17 CFR 230.501(a) (“Rule 501(a)”) followed by the three main operative provisions—17 CFR 230.504 (“Rule 504”),^[3] 17 CFR 230.506(b) (“Rule 506(b)”),^[4] and 17 CFR 230.506(c) (“Rule 506(c)”).^[5] The Commission has stated that the “accredited investor” definition under Regulation D is intended to capture persons whose financial sophistication renders the protection of the Securities Act's registration process unnecessary.^[6]

The definition of “accredited investor” is a cornerstone of Regulation D and also plays an important role in other Federal securities law contexts.^[7] Qualifying for accredited investor status is significant because accredited investors may, under Commission rules, participate in investment opportunities that are generally not available to non-accredited investors, such as investments in private companies and offerings by private funds.

Accredited investors are natural persons and entities that come within, or that the issuer reasonably believes come within, any of the enumerated categories contained in Rule 501(a). Natural persons may qualify as accredited investors if they are:

• Any director, executive officer, or general partner of the issuer of the securities being offered or sold or of a general partner of that issuer, pursuant to17 CFR 230.501(a)(4);
• Individuals who have a net worth exceeding $1,000,000 (excluding the value of the individual's primary residence and any indebtedness secured by such residence up to the estimated value of the residence), either alone or with their spouse or spousal equivalent, pursuant to17 CFR 230.501(a)(5);
• Individuals who had an income in excess of $200,000 in each of the two most recent years, or joint income with the individual's spouse or spousal equivalent in excess of $300,000 in each of those years, and have a reasonable expectation of reaching the same income level in the current year, pursuant to17 CFR 230.501(a)(6);
• Individuals who are holders in good standing of one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status, pursuant to17 CFR 230.501(a)(10) (“Rule 501(a)(10)”);
• Individuals who are “knowledgeable employees,” ^[8] under the Investment Company Act of 1940 (the “Investment Company Act”),^[9] of the private-fund issuer of the securities being offered or sold, pursuant to 17 CFR 230.501(a)(11); or
• Individuals who are “family clients” of a “family office” ^[10] under the Investment Advisers Act of 1940 (the “Advisers Act”) ^[11] and whose prospective investment in the issuer is directed by such family office in accordance with 17 CFR 230.501(a)(12)(iii), pursuant to 17 CFR 230.501(a)(13) (“Rule 501(a)(13)”).

Various institutions may qualify as accredited investors based on their status alone or on a combination of their status and the amount of their total assets or investments. Institutions that qualify include:

• Banks, savings and loan associations; brokers or dealers registered pursuant to section 15 of the Securities Exchange Act of 1934; ^[12] certain investment advisers; insurance companies; investment companies registered under the Investment Company Act or business development companies as defined in section 2(a)(48) of the Investment Company Act; ^[13] and certain specialized investment companies; ^[14] plans established and maintained by a state, its political subdivisions, or any agency or ( printed page 63316) instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5 million; employee benefit plans (within the meaning of the Employee Retirement Income Security Act of 1974 ^[15] ) if a bank, savings and loan association, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million, or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors, pursuant to 17 CFR 230.501(a)(1) (“Rule 501(a)(1)”);
• Any private business development company as defined in section 202(a)(22) of the Advisers Act,^[16] pursuant to 17 CFR 230.501(a)(2) (“Rule 501(a)(2)”);
• Charitable organizations, corporations, business trusts, partnerships, or limited liability companies not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000, pursuant to17 CFR 230.501(a)(3) (“Rule 501(a)(3)”); ^[17]
• Trusts with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in17 CFR 230.506(b)(2)(ii), pursuant to 17 CFR 230.501(a)(7) (“Rule 501(a)(7)”);
• Entities in which all of the equity owners are accredited investors, pursuant to17 CFR 230.501(a)(8) (“Rule 501(a)(8)”);
• Any entity, of a type not listed in Rules 501(a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000, pursuant to17 CFR 230.501(a)(9);
• “Family offices” meeting certain requirements, pursuant to17 CFR 230.501(a)(12) (“Rule 501(a)(12)”); ^[18] and
• Entities that are “family clients” of a “family office” that meets the requirements of Rule 501(a)(12), pursuant to Rule 501(a)(13).

B. Background on Rule 501(a)(10) and Overview of Potential Designation

Rule 501(a)(10) confers accredited investor status on any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status.^[19] In adopting Rule 501(a)(10), the Commission stated that certain “professional credentials and experience should enable [investors that hold such credentials] to assess investment opportunities, appropriately allocate capital based on their individual circumstances, including whether to reallocate investment capital between private investments and other equivalent-sized investments, and otherwise make appropriately informed decisions regarding their financial interests, including their ability to bear the financial risk.” ^[20]

Rule 501(a)(10) contains the following non-exclusive list of attributes that the Commission will consider in determining whether to designate a professional certification or designation or credential from an accredited educational institution as qualifying for accredited investor status:

• The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution, under17 CFR 230.501(a)(10)(i) (“Rule 501(a)(10)(i)”);
• The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing, under17 CFR 230.501(a)(10)(ii) (“Rule 501(a)(10)(ii)”);
• Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment, under17 CFR 230.501(a)(10)(iii) (“Rule 501(a)(10)(iii)”); and
• An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable, under17 CFR 230.501(a)(10)(iv) (“Rule 501(a)(10)(iv)”).^[21]

In proposing Rule 501(a)(10), the Commission noted prior recommendations to designate CFAs ^[22] as qualifying natural persons for accredited investor status, but did not include them in the proposed list of certifications or designations to be included in an initial Commission order accompanying the final rule, if adopted.^[23] In response to the omission, the CFA Institute, which is a global, not-for-profit professional association of CFAs that also awards the CFA charter, recommended the inclusion of CFAs on the initial list of professional certifications, designations, and credentials.^[24] The CFA Institute stated “[w]e believe that the CFA Charter demonstrates that an investor has the requisite level of financial sophistication and abilities to render the protections of the Securities Act unnecessary. Therefore, the Commission should designate the CFA Charter as qualifying for accredited investor status.” ^[25]

In July 2026, the CFA Institute submitted another letter in support of designating the CFA charter as qualifying individuals for accredited investor status.^[26] In that letter, the CFA Institute specifically noted ways in which it believed that the CFA charter would satisfy the requirements of Rule 501(a)(10), including that “[t]he CFA Program curriculum and series of three exams . . . are designed to reliably and validly demonstrate comprehension and sophistication of securities and ( printed page 63317) investing at a professional level”; “[p]ersons obtaining the CFA charter can reasonably be expected to have the knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment”; and the “CFA Institute offers the public access to an online searchable Member Directory to verify whether an individual (i) is a member in good standing of CFA Institute, (ii) holds the CFA charter and (iii) the date when the individual earned the charter.” ^[27]

Other commenters also generally supported the inclusion of CFAs.^[28] One of those commenters stated that holding a charter as a CFA “generally require[s] the mastery of a broader range of material at a deeper level than the series 7 exam and, therefore better equip[s] a person to evaluate investments.” ^[29] Another commenter stated holding a charter as a CFA “demonstrate[s] the same type[ ] of financial sophistication as the Series 7, 65, or 82 licenses.” ^[30] One commenter stated that the exclusion of CFA “unnecessarily limits the definition [of “accredited investor”] without providing an investor protection benefit.” ^[31]

Consistent with the proposal, at the time of adoption of Rule 501(a)(10), the Commission issued an order designating the General Securities Representative license (Series 7), Private Securities Offerings Representative license (Series 82), and Investment Adviser Representative license (Series 65) as qualifying a holder of such licenses in good standing for accredited investor status.^[32] In the Accredited Investor Adopting Release, the Commission expressly noted that “[a]lthough other professional certifications, designations, and credentials, such as other FINRA exams, a specific accredited investor exam, other educational credentials, or professional experience received broad commenter support, we are taking a measured approach to the expansion of the definition . . . . [and] we believe it is appropriate to consider these other credentials after first gaining experience with the revised rules.” ^[33]

The Commission has now had over five years of experience with the initially designated professional licenses. There is no evidence that we are aware of to suggest that the expansion in 2020 of the accredited investor definition to include these types of financially sophisticated investors has created investor protection concerns. Since the adoption of Rule 501(a)(10) and the initial designations, the Commission has received recommendations to further expand the number of investors that qualify as accredited investors under Rule 501(a)(10).^[34] The arguments in some of these recommendations echo the arguments contained in letters from commenters in connection with the adoption of Rule 501(a)(10), which stated that the definition limits access to private investments primarily to those who are wealthy,^[35] have close ties to the issuer,^[36] or have certain jobs in the financial industry.^[37] The Commission has also received petitions for rulemaking requesting changes to the accredited investor definition.^[38]

For the reasons set forth in section II, we believe that holding a charter as a CFA in good standing would satisfy the standard in Rule 501(a)(10). ^[39] ( printed page 63318) Accordingly, as required by Rule 501(a)(10), we are providing notice and an opportunity for public comment on the potential designation of holding a charter as a CFA in good standing as qualifying natural persons for accredited investor status.^[40]

II. Discussion

A. CFA Requirements

1. Background

We believe designating the holding of a charter as a CFA in good standing as qualifying natural persons for accredited investor status would be consistent with the standard in Rule 501(a)(10) because such status meets the non-exclusive attributes the Commission identified in Rule 501(a)(10) as relevant to its consideration of adding additional professional certifications or designations or credentials.

CFA charterholders are often professionals in the investment industry—the CFA Institute states that they “occupy a range of investment decision-making roles including buy-side, sell-side, and corporate and advisory positions.” ^[41] The CFA Institute also states that “[a]mong charterholders globally, the two top professions are portfolio managers and investment analysts.” ^[42]

In order to earn the CFA charter, a candidate must meet the eligibility requirements related to education or work experience to register and enroll in the CFA Program, pass all three levels of the CFA exam (the “Exam”) and meet the work experience requirements.^[43] The Exam tests CFA candidates' knowledge and skills related to investment analysis, valuation, portfolio construction, and ethical decision-making.^[44] The CFA Institute is the credentialing body responsible for developing and scoring the Exam. The candidate must also join the CFA Institute as a member and commit to abide by, and annually reaffirm, their adherence to the CFA Institute Code of Ethics and Standards of Professional Conduct.^[45] As of August 10, 2026, the CFA Institute estimates that there are approximately 194,000 CFAs worldwide.^[46]

2. Educational and Work Experience Requirements

In order to be eligible to enroll in the CFA Program and register for the Exam, a candidate must either: (1) hold a bachelor's degree; (2) be currently enrolled in a bachelor's degree program (if the candidate is within 23 months of their graduation month); or (3) have either 4,000 hours of qualified professional work experience or a combination of professional work experience and higher education totaling 4,000 hours.^[47] Further, in order to apply to hold a charter as a CFA, in addition to having successfully passed the Exam, a candidate must have a minimum of 4,000 qualified hours of experience completed in a minimum of 36 months and such “[q]ualified hours must be directly related to the investment decision-making process or producing a work product that informs or adds value to that process.” ^[48]

3. Exam

i. Contents

The Exam is composed of three separate exams, each of which a CFA candidate must pass to be eligible to obtain a CFA:

• Over a four-hour and thirty-minute period, the Level I exam tests knowledge and skills related to key terms, concepts, and formulas that are the foundation of the investment industry through 180 questions on the 10 following topics: ethical and professional standards; quantitative methods; economics; financial statement analysis; corporate issuers; equity investments; fixed income; derivatives; alternative investments; and portfolio management.^[49]
• Over a four-hour and twenty-four-minute period, the Level II exam tests knowledge and skills related to analyzing and evaluating situations that draw upon the knowledge and skills tested by the Level I exam through 88 multiple choice questions covering the same 10 topics as the Level I exam.^[50]
• Over a four-hour and twenty-four-minute period, the Level III exam tests knowledge and skills obtained from Levels I and II and requires the application of such knowledge to real-world scenarios.^[51] For the Level III exam, candidates have the opportunity to select the specialized pathway “more directly related to their interests and aspirations” from one of the following: portfolio management, private wealth, or private markets.^[52] Approximately 65 to 70 percent of the Level III exam tests on a common core of knowledge, skills and ability applicable to all three pathways.^[53] The remaining 30 to 35 ( printed page 63319) percent of the Level III exam tests on knowledge and skills related to the specialized pathway selected by the CFA candidate. Unlike the Level I and Level II exams, the Level III exam includes essay questions, in addition to multiple choice questions.^[54]

In addition, in connection with each level of the Exam, a CFA candidate is required to complete a “Practical Skill Module,” which is designed to develop a CFA candidate's practical skills through videos, multiple-choice questions, guided practice, and case studies.^[55] Each Practical Skill Module is not scored and takes from 10 to 20 hours to complete. A different one must be completed with each level of the Exam.

As part of the CFA Institute's development of the Exam, it annually conducts a “practice analysis process,” to “assess and update the Candidate Body of Knowledge, which identifies knowledge, skills, and abilities that investment professionals need to perform successfully throughout their career.” ^[56]

ii. Administration of the Exam

The CFA candidate applies to take the Exam through the CFA Institute. The current standard registration fee is $1,490 for each of the Level I and Level II exams, and $1,590 for the Level III exam.^[57] The Exam is administered four times a year, in February, May, August, and November, and may only be taken at certain designated testing centers.^[58] Candidates may take up to two of the levels during a calendar year, and the levels cannot be taken in consecutive administration windows or within six months of each other.^[59]

4. Additional Requirements

To become CFAs, in addition to passing the Exam and having the requisite work experience, candidates must become a “charterholder” member of the CFA Institute.^[60] This requirement includes, among other things, submitting professional references to the CFA Institute.^[61] When applying for membership, individuals must also separately apply to a local CFA society, which is a local chapter of the CFA Institute.^[62] CFAs are required to pay annual dues to the CFA Institute (currently $299).^[63] Also, CFAs are required to annually make a “Professional Conduct Statement” regarding their compliance with the CFA Institute Code of Ethics and Standards of Professional Conduct.^[64]

5. Public Verification

The CFA Institute has a member directory website that allows the public to search at no cost for current CFA Institute members and does not include individuals whose CFA Institute membership has lapsed, been suspended, or revoked.^[65]

B. Rationale for Designation

1. Rule 501(a)(10) Generally and Rule 501(a)(10)(i)

We believe it would be appropriate to designate holding a charter as a CFA in good standing as qualifying an individual for accredited investor status pursuant to Rule 501(a)(10). The addition of holding a charter as a CFA in good standing as a designated professional designation would provide an additional knowledge-based means for individuals to qualify as accredited investors while appropriately balancing investor protection concerns.^[66]

Rule 501(a)(10) requires that any professional certifications and designations and other credentials designated as qualifying such holder for accredited investor status be held in good standing.^[67] We believe that the standards set by the CFA Institute for CFAs to maintain their CFA charter (annually pay dues and make the “Professional Conduct Statement”) are an appropriate measure of good standing; and therefore, a person must maintain their CFA status to be considered in good standing.

Rule 501(a)(10)(i) additionally requires that a designated certification, ( printed page 63320) designation, or credential arise out of an examination or series of examinations administered by a self-regulatory organization or other industry body or be issued by an accredited educational institution. As described in section II.A.1, the Exam, which is a prerequisite to holding a charter as a CFA in good standing, is designed and administered by the CFA Institute. Although “other industry body” is not defined in Rule 501(a)(10), we believe that the CFA Institute is an industry body as contemplated under Rule 501(a)(10) due to its role in setting best practices for professionals in the fields of financial analysis and investment management.^[68]

2. Rules 501(a)(10)(ii) and 501(a)(10)(iii)

Rule 501(a)(10)(ii) states that the Commission will consider whether “[t]he examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing.” Rule 501(a)(10)(iii) states the Commission will consider whether “[p]ersons obtaining [a] certification, designation, or credential [designated under Rule 501(a)(10)] can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment.”

We believe that passage of the Exam satisfies the objectives of Rule 501(a)(10)(ii). We further believe that passage of the Exam combined with the satisfaction of the requirements to obtain a CFA charter would satisfy the objectives of Rule 501(a)(10)(iii). As described in more detail in section II.A.3.i, the topics covered by the three levels of the Exam are designed to evaluate a person's knowledge and skill in the areas of investment analysis and portfolio management. Levels I and II test knowledge and situational application of various terms, concepts, and formulas that are foundational to the investment industry, including financial statement analysis, equity investments, fixed income instruments, and portfolio management.^[69] The Level III exam tests knowledge and skills applied to real-world scenarios, with approximately 65 to 70 percent of the exam focused on testing asset allocation, portfolio construction, performance measurement, and derivatives and risk management.^[70] The remainder of the Level III exam tests the CFA candidate's knowledge related to the specialized pathway that they have selected, which includes pathways for private wealth, private markets, and portfolio management. Additionally, in connection with each of Level I, II, and III, the CFA candidate is required to complete a “Practice Skills Module,” which, while not scored, is required and intended to teach in-depth practical application of specialized knowledge and skills.^[71]

As described in more detail in section II.A.2, in addition to the passage of the Exam, in order to be eligible to obtain a CFA charter, the CFA candidate must have the required work experience. We therefore believe that in obtaining a CFA charter, which requires attaining and demonstrating the knowledge and skills tested by the Exam, and obtaining the required work experience, such persons will have demonstrated that they have the comprehension and sophistication to evaluate the merits and risks of investment opportunities, and ultimately, appropriately allocate capital based on their individual circumstances, and otherwise make appropriately informed decisions regarding their financial interests.^[72]

3. Rule 501(a)(10)(iv)

Rule 501(a)(10)(iv) states the Commission will consider whether “[a]n indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable.” As described in section II.A.5, the public may use the website maintained by the CFA Institute to verify whether an individual is a CFA in good standing.

C. Economic Considerations

As discussed above, we are considering whether to add holding a charter as a CFA in good standing to the list of designated professional certifications, designations, or credentials that would qualify natural persons for accredited investor status under Rule 501(a)(10). Thus, individuals who hold such a designation would qualify as accredited investors and would be able to participate in investment opportunities that may not otherwise have been available to them, unless they were already accredited investors based on another criterion. This change could also impact issuers seeking to raise capital.^[73] The designation of holders of charters as a CFA in good standing as accredited investors would have economic effects on investors and issuers that would be consistent with those the Commission discussed in creating the Rule 501(a)(10) designation process in the Accredited Investor Adopting Release.^[74]

It is difficult to quantify how many additional natural persons would qualify as accredited investors because we cannot gauge how many CFAs ^[75] already qualify as accredited investors based on one or more of the other eligibility criteria in Rule 501(a), such as those for net worth, income, and other qualifying professional certifications, designations, or credentials.^[76] Further, it is unclear to what extent any newly eligible accredited investors will choose to participate in exempt offerings.

Issuers are expected to benefit from the expansion of the accredited investor definition under Rule 501(a)(10) through potentially greater capital formation, lower cost of capital, and greater efficiency in raising capital due to an expanded pool of accredited investors (especially for issuers that are small or do not have access to a network of institutional accredited investors or persons with the required net worth or income to qualify as accredited investors).^[77] This change may also benefit issuers in exempt offerings by ( printed page 63321) making it easier and less costly to find and verify accredited investors ( i.e., by reducing search costs).^[78] As discussed in section II.A.5, the status as a CFA in good standing could be easily independently verified, which would directly reduce issuers' costs of confirming accredited investor eligibility, relative to verifying income or net worth.^[79] This is expected to benefit issuers and intermediaries in exempt offerings where only accredited investors may be purchasers (such as Rule 506(c)) or where some provisions, such as limits on the number of purchasers or investment limits, are dependent on accredited investor status ( e.g., Rule 506(b), Regulation A, and Regulation Crowdfunding). However, to the extent that issuers would have otherwise pursued additional financing from accredited investors meeting the existing definition or engaged in an offering that is not dependent on accredited investor participation (such as a registered securities offering), the amount of additional capital formation may be limited. Still, issuers may benefit from greater flexibility in how they may raise capital, which could result in some cost savings and a lower cost of capital. For instance, issuers undertaking a Rule 506(b) offering may incur lower costs if all of their purchasers are accredited investors as compared to if not all of their purchasers are accredited investors, as the rule would not require them to furnish the financial and other information prescribed by Rule 502(b) for offerings involving non-accredited investors.^[80] For issuers in Rule 506(c) offerings, verification of accredited investor status based on a credential that is easier to confirm may be less costly than verification of other prongs of the accredited investor definition (such as financial eligibility), reducing their transaction costs.^[81] For issuers that undertake a Tier 2 Regulation A or Regulation Crowdfunding offering, both of which are subject to investment limits for non-accredited investors, having more accredited investors in the offering enables higher investment amounts per investor, which may decrease all-in offering costs.^[82] Issuers choosing among different exempt offering alternatives may choose a Regulation D offering if they have enough prospective investors that meet the accredited investor definition, instead of pursuing a Regulation A or Regulation Crowdfunding offering, potentially lowering their compliance, intermediary, and marketing costs-per-dollar raised. Some issuers choosing between an exempt and a registered offering may choose an exempt offering if they have enough prospective investors that meet the accredited investor definition, instead of pursuing a registered offering.

For investors, the designation of this credential as a means of becoming an accredited investor could enable more natural persons who would not otherwise meet one of the eligibility criteria in Rule 501(a), such as the income and net worth criteria, to access a broader range of investment options, potentially enhancing their ability to diversify and optimize portfolio allocations.^[83]

However, these investment options generally come without the additional disclosure provided by registration under the Securities Act and could entail greater costs related to illiquidity,^[84] agency costs ( i.e., costs arising from conflicts of interest between investors and managers), adverse selection, and business risk, as compared to investments in the public capital markets. Individual investors' comprehension and sophistication in the areas of securities and investing, and knowledge and experience in financial and business matters, as reflected in having a professional certification or designation or credential under Rule 501(a)(10), increases the likelihood that such individual investors would be capable of evaluating the merits and risks of a prospective investment in an exempt offering and managing such risks. For example, such individuals may be more likely to consider the size of any single investment relative to their overall portfolio and diversify their portfolio.^[85] It is unclear whether additional investment opportunities would improve portfolio efficiency for newly eligible accredited investors.

While individuals incur costs to prepare for and take the Exam, and obtain and maintain a charter as a CFA in good standing, we do not expect there to be incremental costs of a CFA in good standing being designated as an accredited investor designation under Rule 501(a)(10), since we expect individuals to continue to pursue and maintain the CFA charter chiefly for professional purposes, rather than to qualify as accredited investors.

The described effects, including both the benefits and the costs to issuers and investors, may be modest in magnitude, as discussed in detail in the Accredited Investor Adopting Release. First, it is possible that a number of the individuals who would qualify as accredited investors under the potential designation may already qualify as accredited investors based on one or more of the criteria in Rule 501(a).^[86] Second, because any newly eligible individuals may have income and net worth below the currently required thresholds for individual accredited investors, the increase in the capital supply from an individual newly eligible accredited investor would likely be low, and the collective impact would depend on the size of any increase in the number of individual accredited investors.^[87] Third, the effects may be more modest to the extent that some of the newly eligible natural persons may end up not participating in exempt offerings.^[88] Fourth, it is possible that ( printed page 63322) issuers may choose to offer securities to institutional accredited investors, or apply investment minimums (perhaps in an effort to simplify their capitalization table), such that any individual accredited investors participating in exempt offerings are more likely to be those who meet the net worth or income criteria in Rule 501(a). Fifth, any specific effects of this potential change to the accredited investor pool would be partly diluted to the extent that other Commission actions designating other credentials result in expanding the pool of natural persons qualifying as accredited investors based on multiple criteria.

III. Notice

For the reasons set forth herein, we believe that holding a charter as a CFA in good standing would meet the requirements set forth in Rule 501(a)(10). Accordingly, we believe it is appropriate to designate holding a charter as a CFA in good standing as qualifying natural persons for accredited investor status pursuant to Rule 501(a)(10). We are issuing this notice and providing an opportunity for public comment on such a potential designation. We are particularly interested in comments on whether we should designate holding a charter as a CFA in good standing as qualifying natural persons for accredited investor status pursuant to Rule 501(a)(10), as discussed in this notice, and whether such designation could raise investor protection concerns unique to persons who would be qualified under such designation.

91 FR 63314