H. R. 3784—4 
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 reducing the responsibilities 
of the Investor Advocate with respect to small business inves-
tors.’’. 
(b) SMALL
BUSINESS
CAPITAL
FORMATION
ADVISORY
COM-
MITTEE.—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 COM-
MITTEE. 
‘‘(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 ‘Com-
mittee’). 
‘‘(2) FUNCTIONS.— 
‘‘(A) IN GENERAL.—The Committee shall provide the 
Commission with advice on the Commission’s rules, regula-
tions, and policies with regard to the Commission’s mission 
of protecting investors, maintaining fair, orderly, and effi-
cient markets, and facilitating capital formation, as such 
rules, regulations, and policies relate to— 
‘‘(i) capital raising by emerging, privately held 
small businesses (‘emerging companies’) and publicly 
traded companies with less than $250,000,000 in public 
market capitalization (‘smaller public companies’) 
through securities offerings, including private and lim-
ited offerings and initial and other public offerings; 
‘‘(ii) trading in the securities of emerging compa-
nies and smaller public companies; and 
‘‘(iii) public reporting and corporate governance 
requirements of emerging companies and smaller 
public companies. 
‘‘(B) LIMITATION.—The Committee shall not provide 
any advice with respect to any policies, practices, actions, 
or decisions concerning the Commission’s enforcement pro-
gram. 
‘‘(b) MEMBERSHIP.— 
‘‘(1) IN GENERAL.—The members of the Committee shall 
be— 
‘‘(A) the Advocate for Small Business Capital Forma-
tion; 
‘‘(B) not fewer than 10, and not more than 20, members 
appointed by the Commission, from among individuals— 
‘‘(i) who represent— 
‘‘(I) emerging companies engaging in private 
and limited securities offerings or considering ini-
tial public offerings (‘IPO’) (including the compa-
nies’ officers and directors); 
‘‘(II) the professional advisors of such compa-
nies (including attorneys, accountants, investment 
bankers, and financial advisors); and 
‘‘(III) 
the 
investors 
in 
such 
companies 
(including angel investors, venture capital funds, 
and family offices);
H. R. 3784—5 
‘‘(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 compa-
nies (including attorneys, auditors, underwriters, 
and financial advisors); and 
‘‘(III) the pre-IPO and post-IPO investors in 
such companies (both institutional, such as ven-
ture 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, alter-
native trading systems, analysts, information proc-
essors, 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 Administrators Association; and 
‘‘(iii) one of whom shall be appointed by the 
Administrator of the Small Business 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
EMPLOYEES.—Members 
appointed under subparagraph (B), (C)(ii), or (C)(iii) of para-
graph (1) shall not be treated as employees or agents of the 
Commission solely because of membership on the Committee. 
‘‘(c) CHAIRMAN; VICE CHAIRMAN; SECRETARY; ASSISTANT SEC-
RETARY.— 
‘‘(1) IN GENERAL.—The members of the Committee 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 paragraph (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 Committee 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 notice 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 employee 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
H. R. 3784—6 
under section 5316 of title 5, United States Code, for each 
day during which the member is engaged in the actual perform-
ance of the duties of the Committee; and 
‘‘(2) while away from the home or regular place of business 
of the member in the performance of services for the Committee, 
be allowed travel expenses, including per diem in lieu of subsist-
ence, in the same manner as persons employed intermittently 
in the Government service are allowed expenses under section 
5703 of title 5, United States Code. 
‘‘(f) STAFF.—The Commission shall make available to the Com-
mittee such staff as the chairman of the Committee determines 
are necessary to carry out this section. 
‘‘(g) REVIEW BY COMMISSION.—The Commission shall— 
‘‘(1) review the findings and recommendations of the Com-
mittee; and 
‘‘(2) each time the Committee submits a finding or rec-
ommendation to the Commission, promptly issue a public state-
ment— 
‘‘(A) assessing the finding or recommendation of the 
Committee; and 
‘‘(B) disclosing the action, if any, the Commission 
intends to take with respect to the finding or recommenda-
tion. 
‘‘(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 Invest-
ment 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’’. 
Speaker of the House of Representatives. 
Vice President of the United States and
President of the Senate.