114TH CONGRESS 
2D SESSION 
H. R. 3784 
AN ACT 
To amend the Securities Exchange Act of 1934 to establish 
an Office of the Advocate for Small Business Capital 
Formation and a Small Business Capital Formation Ad-
visory Committee, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled,
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘SEC Small Business 
Advocate Act of 2016’’. 
SEC. 2. ESTABLISHMENT OF OFFICE OF THE ADVOCATE 
FOR SMALL BUSINESS CAPITAL FORMATION 
AND SMALL BUSINESS CAPITAL FORMATION 
ADVISORY COMMITTEE. 
(a) OFFICE OF THE ADVOCATE FOR SMALL BUSI-
NESS CAPITAL FORMATION.—Section 4 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78d) is amended by 
adding at the end the following: 
‘‘(j) OFFICE OF THE ADVOCATE FOR SMALL BUSI-
NESS CAPITAL FORMATION.— 
‘‘(1) OFFICE
ESTABLISHED.—There is estab-
lished within the Commission the Office of the Advo-
cate for Small Business Capital Formation (here-
after in this subsection referred to as the ‘Office’). 
‘‘(2) ADVOCATE FOR SMALL BUSINESS CAPITAL 
FORMATION.— 
‘‘(A) IN GENERAL.—The head of the Of-
fice shall be the Advocate for Small Business 
Capital Formation, who shall— 
‘‘(i) report directly to the Commission; 
and 
‘‘(ii) be appointed by the Commission, 
from among individuals having experience
in advocating for the interests of small 
businesses and encouraging small business 
capital formation. 
‘‘(B) COMPENSATION.—The annual rate of 
pay for the Advocate for Small Business Cap-
ital Formation shall be equal to the highest rate 
of annual pay for other senior executives who 
report directly to the Commission. 
‘‘(C) NO
CURRENT
EMPLOYEE
OF
THE 
COMMISSION.—An individual may not be ap-
pointed as the Advocate for Small Business 
Capital Formation if the individual is currently 
employed by the Commission. 
‘‘(3) STAFF
OF
OFFICE.—The Advocate for 
Small Business Capital Formation, after consulta-
tion with the Commission, may retain or employ 
independent counsel, research staff, and service 
staff, as the Advocate for Small Business Capital 
Formation determines to be necessary to carry out 
the functions of the Office. 
‘‘(4) FUNCTIONS
OF
THE
ADVOCATE
FOR 
SMALL BUSINESS CAPITAL FORMATION.—The Advo-
cate for Small Business Capital Formation shall— 
‘‘(A) assist small businesses and small 
business investors in resolving significant prob-
lems such businesses and investors may have 
with the Commission or with self-regulatory or-
ganizations; 
‘‘(B) identify areas in which small busi-
nesses and small business investors would ben-
efit from changes in the regulations of the 
Commission or the rules of self-regulatory orga-
nizations; 
‘‘(C) identify problems that small busi-
nesses have with securing access to capital, in-
cluding any unique challenges to minority- 
owned and women-owned small businesses; 
‘‘(D) analyze the potential impact on small 
businesses and small business investors of— 
‘‘(i) proposed regulations of the Com-
mission that are likely to have a significant 
economic impact on small businesses and 
small business capital formation; and 
‘‘(ii) proposed rules that are likely to 
have a significant economic impact on 
small businesses and small business capital 
formation of self-regulatory organizations 
registered under this title; 
‘‘(E) conduct outreach to small businesses 
and small business investors, including through
regional roundtables, in order to solicit views on 
relevant capital formation issues; 
‘‘(F) to the extent practicable, propose to 
the Commission changes in the regulations or 
orders of the Commission and to Congress any 
legislative, administrative, or personnel changes 
that may be appropriate to mitigate problems 
identified under this paragraph and to promote 
the interests of small businesses and small busi-
ness investors; 
‘‘(G) consult with the Investor Advocate on 
proposed recommendations made under sub-
paragraph (F); and 
‘‘(H) advise the Investor Advocate on 
issues related to small businesses and small 
business investors. 
‘‘(5) ACCESS TO DOCUMENTS.—The Commis-
sion shall ensure that the Advocate for Small Busi-
ness Capital Formation has full access to the docu-
ments and information of the Commission and any 
self-regulatory organization, as necessary to carry 
out the functions of the Office. 
‘‘(6) ANNUAL REPORT ON ACTIVITIES.— 
‘‘(A) IN
GENERAL.—Not later than De-
cember 31 of each year after 2015, the Advo-
cate for Small Business Capital Formation shall 
submit to the Committee on Banking, Housing, 
and Urban Affairs of the Senate and the Com-
mittee on Financial Services of the House of 
Representatives a report on the activities of the 
Advocate for Small Business Capital Formation 
during the immediately preceding fiscal year. 
‘‘(B) CONTENTS.—Each report required 
under subparagraph (A) shall include— 
‘‘(i) appropriate statistical information 
and full and substantive analysis; 
‘‘(ii) information on steps that the 
Advocate for Small Business Capital For-
mation has taken during the reporting pe-
riod to improve small business services and 
the responsiveness of the Commission and 
self-regulatory organizations to small busi-
ness and small business investor concerns; 
‘‘(iii) a summary of the most serious 
issues encountered by small businesses and 
small business investors, including any 
unique issues encountered by minority- 
owned and women-owned small businesses 
and their investors, during the reporting 
period;
‘‘(iv) an inventory of the items sum-
marized under clause (iii) (including items 
summarized under such clause for any 
prior reporting period on which no action 
has been taken or that have not been re-
solved to the satisfaction of the Advocate 
for Small Business Capital Formation as 
of the beginning of the reporting period 
covered by the report) that includes— 
‘‘(I) identification of any action 
taken by the Commission or the self- 
regulatory organization and the result 
of such action; 
‘‘(II) the length of time that each 
item has remained on such inventory; 
and 
‘‘(III) for items on which no ac-
tion has been taken, the reasons for 
inaction, and an identification of any 
official who is responsible for such ac-
tion; 
‘‘(v) 
recommendations 
for 
such 
changes to the regulations, guidance and 
orders of the Commission and such legisla-
tive actions as may be appropriate to re-
solve problems with the Commission and 
self-regulatory organizations encountered 
by small businesses and small business in-
vestors and to encourage small business 
capital formation; and 
‘‘(vi) any other information, as deter-
mined appropriate by the Advocate for 
Small Business Capital Formation. 
‘‘(C) CONFIDENTIALITY.—No report re-
quired by subparagraph (A) may contain con-
fidential information. 
‘‘(D) INDEPENDENCE.—Each report re-
quired under subparagraph (A) shall be pro-
vided directly to the committees of Congress 
listed in such subparagraph without any prior 
review or comment from the Commission, any 
commissioner, any other officer or employee of 
the Commission, or the Office of Management 
and Budget. 
‘‘(7) REGULATIONS.—The Commission shall es-
tablish procedures requiring a formal response to all 
recommendations submitted to the Commission by 
the Advocate for Small Business Capital Formation, 
not later than 3 months after the date of such sub-
mission.
‘‘(8) GOVERNMENT-BUSINESS FORUM ON SMALL 
BUSINESS CAPITAL FORMATION.—The Advocate for 
Small Business Capital Formation shall be respon-
sible for planning, organizing, and executing the an-
nual Government-Business Forum on Small Busi-
ness Capital Formation described in section 503 of 
the Small Business Investment Incentive Act of 
1980 (15 U.S.C. 80c–1). 
‘‘(9) RULE
OF
CONSTRUCTION.—Nothing in 
this subsection may be construed as replacing or re-
ducing the responsibilities of the Investor Advocate 
with respect to small business investors.’’. 
(b) SMALL BUSINESS CAPITAL FORMATION ADVI-
SORY COMMITTEE.—Title I of the Securities Exchange 
Act of 1934 (15 U.S.C. 78a et seq.) is amended by adding 
at the end the following: 
‘‘SEC. 40. SMALL BUSINESS CAPITAL FORMATION ADVISORY 
COMMITTEE. 
‘‘(a) ESTABLISHMENT AND PURPOSE.— 
‘‘(1) ESTABLISHMENT.—There is established 
within the Commission the Small Business Capital 
Formation Advisory Committee (hereafter in this 
section referred to as the ‘Committee’). 
‘‘(2) FUNCTIONS.—
‘‘(A) IN GENERAL.—The Committee shall 
provide the Commission with advice on the 
Commission’s rules, regulations, and policies 
with regard to the Commission’s mission of pro-
tecting investors, maintaining fair, orderly, and 
efficient markets, and facilitating capital forma-
tion, as such rules, regulations, and policies re-
late to— 
‘‘(i) capital raising by emerging, pri-
vately held small businesses (‘emerging 
companies’) and publicly traded companies 
with less than $250,000,000 in public mar-
ket capitalization (‘smaller public compa-
nies’) through securities offerings, includ-
ing private and limited offerings and initial 
and other public offerings; 
‘‘(ii) trading in the securities of 
emerging companies and smaller public 
companies; and 
‘‘(iii) public reporting and corporate 
governance requirements of emerging com-
panies and smaller public companies. 
‘‘(B) LIMITATION.—The Committee shall 
not provide any advice with respect to any poli-
cies, practices, actions, or decisions concerning 
the Commission’s enforcement program. 
‘‘(b) MEMBERSHIP.— 
‘‘(1) IN GENERAL.—The members of the Com-
mittee shall be— 
‘‘(A) the Advocate for Small Business Cap-
ital Formation; 
‘‘(B) not fewer than 10, and not more than 
20, members appointed by the Commission, 
from among individuals— 
‘‘(i) who represent— 
‘‘(I) emerging companies engag-
ing in private and limited securities 
offerings or considering initial public 
offerings (‘IPO’) (including the com-
panies’ officers and directors); 
‘‘(II) the professional advisors of 
such companies (including attorneys, 
accountants, investment bankers, and 
financial advisors); and 
‘‘(III) the investors in such com-
panies (including angel investors, ven-
ture capital funds, and family offices);
‘‘(ii) who are officers or directors of 
minority-owned 
small 
businesses 
or 
women-owned small businesses; 
‘‘(iii) who represent— 
‘‘(I) smaller public companies 
(including the companies’ officers and 
directors); 
‘‘(II) the professional advisors of 
such companies (including attorneys, 
auditors, underwriters, and financial 
advisors); and 
‘‘(III) the pre-IPO and post-IPO 
investors in such companies (both in-
stitutional, such as venture capital 
funds, and individual, such as angel 
investors); and 
‘‘(iv) who represent participants in the 
marketplace for the securities of emerging 
companies and smaller public companies, 
such as securities exchanges, alternative 
trading systems, analysts, information 
processors, and transfer agents; and 
‘‘(C) three non-voting members— 
‘‘(i) one of whom shall be appointed 
by the Investor Advocate;
‘‘(ii) one of whom shall be appointed 
by the North American Securities Adminis-
trators Association; and 
‘‘(iii) one of whom shall be appointed 
by the Administrator of the Small Busi-
ness Administration. 
‘‘(2) TERM.—Each member of the Committee 
appointed under subparagraph (B), (C)(ii), or 
(C)(iii) of paragraph (1) shall serve for a term of 4 
years. 
‘‘(3) MEMBERS
NOT
COMMISSION
EMPLOY-
EES.—Members appointed under subparagraph (B), 
(C)(ii), or (C)(iii) of paragraph (1) shall not be 
treated as employees or agents of the Commission 
solely because of membership on the Committee. 
‘‘(c) CHAIRMAN; VICE CHAIRMAN; SECRETARY; AS-
SISTANT SECRETARY.— 
‘‘(1) IN GENERAL.—The members of the Com-
mittee shall elect, from among the members of the 
Committee— 
‘‘(A) a chairman; 
‘‘(B) a vice chairman; 
‘‘(C) a secretary; and 
‘‘(D) an assistant secretary.
‘‘(2) TERM.—Each member elected under para-
graph (1) shall serve for a term of 3 years in the 
capacity for which the member was elected under 
paragraph (1). 
‘‘(d) MEETINGS.— 
‘‘(1) FREQUENCY
OF
MEETINGS.—The Com-
mittee shall meet— 
‘‘(A) not less frequently than four times 
annually, at the call of the chairman of the 
Committee; and 
‘‘(B) from time to time, at the call of the 
Commission. 
‘‘(2) NOTICE.—The chairman of the Committee 
shall give the members of the Committee written no-
tice of each meeting, not later than 2 weeks before 
the date of the meeting. 
‘‘(e) COMPENSATION
AND TRAVEL EXPENSES.— 
Each member of the Committee who is not a full-time em-
ployee of the United States shall— 
‘‘(1) be entitled to receive compensation at a 
rate not to exceed the daily equivalent of the annual 
rate of basic pay in effect for a position at level V 
of the Executive Schedule under section 5316 of title 
5, United States Code, for each day during which
‘‘(h) FEDERAL ADVISORY COMMITTEE ACT.—The 
Federal Advisory Committee Act (5 U.S.C. App.) shall not 
apply with respect to the Committee and its activities.’’. 
(c) ANNUAL GOVERNMENT-BUSINESS FORUM
ON 
SMALL BUSINESS CAPITAL FORMATION.—Section 503(a) 
of the Small Business Investment Incentive Act of 1980 
(15 U.S.C. 80c–1(a)) is amended by inserting ‘‘(acting 
through the Office of the Advocate for Small Business 
Capital Formation and in consultation with the Small 
Business Capital Formation Advisory Committee)’’ after 
‘‘Securities and Exchange Commission’’. 
Passed the House of Representatives February 1, 
2016. 
Attest: 
Clerk.
114TH CONGRESS 
2D SESSION 
H. R. 3784 
AN ACT 
To amend the Securities Exchange Act of 1934 to 
establish an Office of the Advocate for Small 
Business Capital Formation and a Small Busi-
ness Capital Formation Advisory Committee, and 
for other purposes.