2011-1295. 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 January 25, 2011 at 10:00 a.m., in the Auditorium, Room L-002.

The subject matter of the Open Meeting will be:

Item 1: The Commission will consider whether to adopt rules to implement Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires shareholder advisory votes to approve the compensation of executives, or say-on-pay votes, and the frequency of shareholder say-on-pay votes. Section 951 also requires shareholder advisory votes to approve certain agreements and understandings concerning executive compensation that is based on or otherwise relates to the acquisition, merger, consolidation, sale or other disposition of all or substantially all of the assets of an issuer, and requires enhanced disclosure of these golden parachute arrangements.

Item 2: The Commission will consider whether to propose rule amendments that would implement Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding the definition of “accredited investor.”

Item 3: The Commission will consider whether to propose a rule under the Advisers Act establishing reporting obligations for advisers to private funds to implement the requirements of Sections 404 and 406 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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: January 18, 2011.

Elizabeth M. Murphy,

Secretary.