E9-22194. Sunshine Act Meeting

Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Public Law 94-409, that the Securities and Exchange Commission will hold an Open Meeting on Thursday, September 17, 2009, at 2:30 p.m., in the Multipurpose Room, Room L-006.

The subject matter of the Open Meeting will be:

1. Nationally Recognized Statistical Rating Organizations (“NRSROs”)

A. Final Rule Amendments and Proposed Rule Amendments under the Credit Rating Agency Reform Act of 2006

The Commission will consider whether to adopt rules and propose other rules that impose additional disclosure and conflict of interest requirements on NRSROs in order to address concerns about the integrity of the credit rating procedures and methodologies.

B. References to Nationally Recognized Statistical Rating Organization Ratings in Commission Rules and Forms

The Commission will consider whether to eliminate references to credit ratings by NRSROs from certain rules and forms, and whether to re-open the comment period to solicit further comment on elimination of additional NRSRO references.

C. Credit Ratings and Rating Shopping Disclosure

The Commission will consider whether to propose amendments to Regulation S-K, and rules and forms under the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”) and the Investment Company Act of 1940 (“Investment Company Act”) to require disclosure regarding credit ratings that a registrant uses in connection with a registered offering.

D. Rule 436(g)

The Commission will consider whether to issue a concept release and solicit comment on whether the Commission should propose to rescind Rule 436(g) under the Securities Act, in light of the disclosure regarding credit ratings being proposed in a companion release (see C above).

2. Flash Orders: Proposed Amendment to Rule 602 of Regulation NMS

The Commission will consider a recommendation to propose an amendment to Rule 602 of Regulation NMS under the Exchange Act that would eliminate an exception for the use of flash orders, as well as other related issues. If adopted, the proposals would prohibit the practice of displaying marketable flash orders.

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 [phone].

Dated: September 10, 2009.

Elizabeth M. Murphy,

Secretary.