Open Meeting Agenda
Wednesday, July 1, 2009

Agenda as of Monday, June 29, 2009. Note that Open Meeting agendas are subject to last-minute changes.

Item 1: Shareholder Approval of Executive Compensation of TARP Recipients

The Commission will consider whether to propose amendments to the proxy rules under the Securities Exchange Act of 1934 to set forth requirements for U.S. registrants that have received financial assistance under the Troubled Asset Relief Program and that are required, pursuant to Section 111(e) of the Emergency Economic Stabilization Act of 2008, to include an advisory shareholder vote on executive compensation.

For further information, please contact John Harrington, Division of Corporation Finance, at (202) 551-3430.

Item 2: Proxy Disclosure and Solicitation Enhancements

The Commission will consider whether to propose amendments to rules under the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 to enhance the disclosures that registrants are required to make about compensation and other corporate governance matters, and to clarify certain of the rules governing proxy solicitations.

For further information, please contact N. Sean Harrison, Division of Corporation Finance, at (202) 551-3430, or with respect to questions regarding investment companies, Marc Oorloff Sharma, Division of Investment Management, at (202) 551-6784.

Item 3: Order Approving Proposed Rule Change, as modified by Amendment No. 4, to Amend NYSE Rule 452 and Corresponding Listed Company Manual Section 402.08 to Eliminate Broker Discretionary Voting for the Election of Directors, Except for Companies Registered under the Investment Company Act of 1940, and to Codify Two Previously Published Interpretations that Do Not Permit Broker Discretionary Voting for Material Amendments to Investment Advisory Contracts with an Investment Company

The Commission will consider whether to approve the proposed rule change, as modified by Amendment No. 4, filed by the New York Stock Exchange, Inc. to amend NYSE Rule 452 and corresponding Listed Company Manual Section 402.08 to eliminate broker discretionary voting for the election of directors, except for companies registered under the Investment Company Act of 1940, and to codify two previously published interpretations that do not permit broker discretionary voting for material amendments to investment advisory contracts with an investment company.

For further information, please contact Terri Evans, at (202) 551-5509, Steve Kuan, at (202) 551-5624, or Andrew Madar, at (202) 551-5519, Division of Trading & Markets.