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###### Securities and Exchange Commission

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 meetings during the week of December 4, 2006: 

An open meeting will be held on Monday, December 4, 2006 at 10 a.m. in the Auditorium, Room LL-002 and a closed meeting will be held on Wednesday, December 6, 2006 at 11 a.m. 

Commissioners, Counsels to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the closed meeting. Certain staff members who have an interest in the matters may also be present. 

The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(3), (5), (7), (9)(B) and (10) and 17 CFR 200.402(a)(3), (5), (7), (9)(ii), and (10) permit consideration of the scheduled matters at the closed meeting. 

Commissioner Campos, as duty officer, voted to consider the items listed for the closed meeting in closed session. 

The subject matters of the open meeting scheduled for Monday, December 4, 2006 will be: 

1. The Commission will consider whether to approve the budget of the Public Company Accounting Oversight Board and will consider the annual accounting support fees under section 109 of the Sarbanes-Oxley Act of 2002. 

2. The Commission will 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. 

3. The Commission will consider whether to propose a new rule under the Investment Advisers Act of 1940 to prohibit advisers from making false or misleading statements to investors in certain pooled investment vehicles they manage, including hedge funds. 

4. The Commission will consider whether to propose amendments to Rule 105 of Regulation M that would further safeguard the integrity of the capital raising process and protect issuers from manipulative activity that can reduce issuers' offering proceeds and dilute security holder value. 

5. The Commission will consider whether to propose an amendment to the short sale price test of Rule 10a-1. In addition, the Commission will consider whether to propose an amendment to the “short exempt” marking requirement of Regulation SHO. 

The subject matters of the closed meeting scheduled for Wednesday, December 6, 2006 will be: 

Formal orders of investigation; 

Institution and settlement of injunctive actions; 

                    Institution and settlement of administrative proceedings of an enforcement nature;                           ( print page 69150)    

Resolution of litigation claims; and 

Adjudicatory matters. 

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: November 27, 2006. 

Nancy M. Morris, 

Secretary. 

[FR Doc. 06-9474 Filed 11-27-06; 3:55 pm] 

BILLING CODE 8011-01-P