03-1282. Sunshine Act Meeting

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 January 20, 2003. An Open Meeting will be held on Wednesday, January 22, 2003, at 10 a.m., in Room 1C30, the William O. Douglas Room, and a Closed Meeting will be held on Thursday, January 23, 2003, at 10 a.m.

Commissioners, Counsel 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.

The subject matter of the Open Meeting scheduled for Wednesday, January 22, 2003 will be:

1. The Commission will consider whether to adopt new rules 30a-3 and 30d-1 and amendments to rules 8b-15, 30a-1, 30a-2, 30b1-1, 30b1-3, and 30b2-1 under the Investment Company Act of 1940, amendments to rules 12b-25, 13a-15, and 15d-15 and Form 12b-25 under the Securities Exchange Act of 1934, amendments to Form N-SAR under the Exchange Act and the Investment Company Act, and new Form N-CSR under the Exchange Act and Investment Company Act. These new rules and form, and rule and form amendments, would require registered management investment companies to file certified shareholder reports on new Form N-CSR with the Commission, and would designate these certified shareholder reports as reports that are required under sections 13(a) and 15(d) of the Exchange Act and Section 30 of the Investment Company Act. A registered management investment company's principal executive and financial officers would be required to certify the information contained in its reports on Form N-CSR in the manner specified by Section 302 of the Sarbanes-Oxley Act of 2002. The amendments would also remove the requirement that Form N-SAR be certified by a registered investment company's principal executive and financial officers, and would provide that, for registered management investment companies, Form N-SAR would be filed under the Investment Company Act only. In addition, the amendments would implement Sections 406 and 407 of the Sarbanes-Oxley Act by requiring a registered management investment company to provide disclosure on Form N-CSR or Form N-SAR, as applicable, regarding whether the investment company has adopted a code of ethics for the company's principal executive officer and senior financial officers, and whether the investment company has at least one “audit committee expert” serving on its audit committee, and if so, the name of the expert and whether the expert is independent of management.

2. The Commission will consider adopting rules to establish standards of professional conduct for attorneys who appear and practice before the Commission in any way in the representation of issuers. As proposed, the rules would require an attorney to report evidence of a material violation of securities laws, a material breach of fiduciary duty, or similar material violation by the issuer or by any officer, director, employee, or agent of the issuer to the issuer's chief legal officer or the chief executive officer of the company (or the equivalents); if they do not respond appropriately to the evidence, the rule would require the attorney to report the evidence to the issuer's audit committee, another committee of independent directors, or the full board of directors; if the directors do not respond appropriately, the rule would require or permit the attorney to withdraw and notify the Commission of the withdrawal.

3. The Commission will consider whether to adopt amendments mandated by Section 401(a) of the Sarbanes-Oxley Act of 2002. The rules would require a public company to provide in its “Management's Discussion and Analysis” section of Commission filings: (1) A discussion of off-balance sheet arrangements; and (2) a table of payments under specified contractual obligations due in short- and long-term periods.

4. The Commission will consider adopting amendments to its existing requirements regarding auditor independence to enhance the independence of accountants that audit and review financial statements and prepare attestation reports filed with the Commission. As directed by Section 208(a) of the Sarbanes-Oxley Act of 2002, the Commission is considering adopting rules to:

• Revise its regulations related to the non-audit services that, if provided to an audit client, would impair an accounting firm's independence;
• Require that an issuer's audit committee pre-approve all audit and non-audit services provided to the issuer by the auditor of an issuer's financial statements;
• Prohibit certain audit partners on the audit engagement team from providing audit services to the issuer for more than five or seven consecutive years, depending on the partner's role in the audit engagement;
• Prohibit an accounting firm from auditing an issuer's financial statements if certain members of management of that issuer had been members of the accounting firm's audit engagement team within the one-year period preceding the commencement of audit procedures;
• Require that the auditor of an issuer's financial statement report certain matters to the issuer's audit committee, including “critical” accounting policies used by the issuer; and
• Require disclosures to investors of information related to the audit and non-audit services provided by, and fees paid by the issuer to, the auditor of the issuer's financial statements.

In addition, under the rules to be considered by the Commission, an accountant would not be independent from an audit client if certain audit partners of the accounting firm, who are members of the engagement team, received compensation based on their selling any service to that client other than audit, review and attest services.

5. The Commission will consider whether to adopt amendments to implement section 802 of the Sarbanes-Oxley Act of 2002. The rule, if adopted, would specify that auditors should retain records relevant to the audits and reviews of financial statements filed with the Commission, including workpapers and other documents that form the basis of the audit or review and memoranda, correspondence, communications, other documents, and records (including electronic records), which are created, sent or received in connection with the audit or review and contain conclusions, opinions, analyses, or financial data related to the audit or review.

6. The Commission will consider whether to adopt amendments to its registration and reporting forms for registered management investment companies, as well as new rule 30b1-4 and new Form N-PX under the Investment Company Act of 1940. These rules would require mutual funds and other registered management investment companies to disclose the policies and procedures that they use to determine how to vote proxies relating to portfolio securities. They would also require registered management investment companies to file with the Commission on an annual basis, and make available to shareholders, their proxy voting records.

7. The Commission will consider whether to adopt a new rule and amendments to its recordkeeping rules for registered investment advisers under the Investment Advisers Act. The new rule would require investment advisers to adopt proxy voting policies and procedures, describe the policies and procedures to clients and provide clients with copies on request, and disclose how clients can obtain information about how the adviser voted their proxies. The recordkeeping amendments would require advisers to keep certain records regarding client proxies.

The subject matter of the Closed Meeting scheduled for Thursday, January 23, 2003 will be:

Formal orders of investigation;

Institution and settlement of administrative proceedings of an enforcement nature; and

Institution and settlement of injunctive actions.

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 15, 2003.

Jonathan G. Katz,

Secretary.