Open Meeting Agenda
Wednesday, December 13, 2006

Agenda as of December 12, 2006. Note that Open Meeting agendas are subject to last-minute changes.

Item 1: Definitions of Terms and Exemptions Relating to the "Broker" Exceptions for Banks; Exemptions for Banks Under Section 3(a)(5) of the Securities Exchange Act of 1934 and Related Rules; Order Extending Temporary Exemption of Banks from the Definition of “Broker” under Section 3(a)(4) of the Securities Exchange Act of 1934

The Commission will consider whether to propose, jointly with the Board of Governors of the Federal Reserve System, new rules under the Securities Exchange Act of 1934 (“Exchange Act”) to implement the Gramm-Leach-Bliley Act bank exceptions to the definition of “broker.” The Commission will also consider extending the temporary exemption of banks from the definition of “broker.” In addition, the Commission will consider whether to propose additional related rules, including rules exempting banks from the definition of “dealer” under the Exchange Act.

For further information, please contact Linda Stamp Sundberg at (202) 551-5550.

Item 2: Management’s Report on Internal Control Over Financial Reporting

The Commission will consider whether to propose interpretive guidance to assist the management of an Exchange Act reporting company, other than an investment company registered under Section 8 of the Investment Company Act of 1940, in planning and performing its annual evaluation of internal control over financial reporting. The Commission will also consider whether to propose amendments to Rules 13a-15 and 15d-15 under the Exchange Act that would make it clear that a company choosing to perform an evaluation of internal control in accordance with the interpretive guidance would satisfy the annual evaluation required by those rules. The Commission will also consider whether to propose changes to its requirements for attestation reports.

For further information, please contact Michael G. Gaynor at (202) 551-5300 or Sean Harrison at (202) 551-3430.

Item 3: Termination of a Foreign Private Issuer’s Registration of a Class of Securities Under Section 12(g) and Duty to File Reports Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934

The Commission will consider whether to repropose a new rule that would enable a foreign private issuer meeting specified conditions to terminate permanently its Exchange Act registration and reporting obligations under Section 12(g) regarding a class of equity securities and its Section 15(d) reporting obligations regarding a class of equity or debt securities. The Commission will also consider whether to repropose a rule amendment that would apply the exemption from Exchange Act registration under Rule 12g3-2(b) to a class of equity securities immediately upon the effective date of the issuer's termination of registration and reporting obligations under the reproposed new exit rule.

For further information, please contact Elliot B. Staffin at (202) 551-3450.

Item 4: Prohibition of Fraud by Advisers to Certain Pooled Investment Vehicles; Accredited Investors in Certain Private Investment Vehicles

The Commission will consider whether to propose a new antifraud rule under Section 206 of the Investment Advisers Act of 1940. The Commission will also consider whether to propose new rules under the Securities Act of 1933 to revise the criteria for natural persons to be considered “accredited investors” for purposes of investing in certain privately offered investment vehicles.

For further information, please contact Daniel Kahl at (202) 551-6787 (Antifraud rule) or Tara R. Buckley at (202) 551-6825 (Accredited Investor rule).

Item 5: Internet Availability of Proxy Materials; Mandatory Internet Availability of Proxy Materials

The Commission will consider whether to adopt amendments to the proxy rules under Section 14 of the Exchange Act. The amendments would provide an alternative for Internet-based disclosure. Companies conducting proxy solicitations could satisfy the Rule 14a-3 requirement to furnish proxy materials by posting those proxy materials on an Internet website and providing shareholders with notice of the Internet availability of the materials. Other soliciting persons also would be permitted to follow the Internet alternative. The Commission also will consider whether to propose mandating Internet disclosure of proxy materials.

For further information, please contact Ray Be at (202) 551-3430.

Item 6: Investment Company Governance Request for Comment

The Commission will consider whether reopen comment period for the June 2006 request for additional comment regarding amendments to investment company governance provisions to permit public comment on two papers prepared by the Office of Economic Analysis that will be made public by including them in the public comment file.

For further information, please contact Vincent Meehan at (202) 551-6792.