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###### Securities and Exchange Commission

      ( print page 71597)    
Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange Commission will hold the following meeting during the week of December 11, 2006: 

An Open Meeting will be held on Wednesday, December 13, 2006 at 10 a.m. in Room L-002, the Auditorium. 

The subject matters of the Open Meeting scheduled for Wednesday, December 13, 2006, will be: 

1. 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. 

2. 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. 

3. 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. 

4. 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 Web site 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. 

5. 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 a new rule 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. 

6. The Commission will consider whether to re-open the comment period on proposed Rule 0-1(a)(7) under the Investment Company Act of 1940 to enhance the independence and effectiveness of investment company directors, and in connection therewith, to publish economic analyses of mutual fund governance and independence issues by the Office of Economic Analysis. 

At times, changes in Commission priorities require alterations in the scheduling of meeting items. 

For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 551-5400. 

Dated: December 6, 2006. 

Nancy M. Morris, 

Secretary. 

[FR Doc. 06-9638 Filed 12-7-06; 10:48 am] 

BILLING CODE 8011-01-P