02-33148. Sunshine Act Meetings

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 the following meetings during the week of January 6, 2003:

Closed Meetings will be held on Tuesday, January 7, 2003, at 10 a.m., and Thursday, January 9, 2003, at 9 a.m., and an Open Meeting will be held on Wednesday, January 8, 2002, at 10 a.m., in Room 1C30, the William O. Douglas Room.

Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the Closed Meetings. 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)(5), (7), (9)(B) and (10) and 17 CFR 200.402(a)(5), (7), (9)(ii) and (10), permit consideration of the scheduled matters at the Closed Meetings.

The subject matter of the Closed Meeting scheduled for Tuesday, January 7, 2003 will be:

Formal orders of investigation;

Institution and settlement of administrative proceedings of an enforcement nature;

Institution and settlement of injunctive actions;

Adjudicatory matters; and

Opinion.

The subject matter of the Open Meeting scheduled for Wednesday, January 8, 2003 will be:

1. The Commission will consider whether to adopt new Rule 17a-10 and amendments to Rules 10f-3, 12d3-1, 17a-6, 17d-1, and 17e-1 under the Investment Company Act of 1940. The rule and amendments would eliminate the need for investment companies, and their portfolio affiliates and subadvisers, to obtain individual exemptive relief from the Commission to enter into transactions and arrangements that are not likely to raise the concerns that the Act was intended to address. The amendments to Rules 17a-6 and 17d-1 would expand the current exemptions for investment companies to enter into principal transactions and joint arrangements with portfolio companies that are affiliated with an investment company because the investment company controls the portfolio company, or owns more than five percent of the portfolio company's voting securities. New Rule 17a-10 and the amendments to Rules 10f-3, 12d3-1, and 17e-1 would permit investment companies to enter into a variety of transactions with subadvisers that are affiliated with the investment company but not in a position to influence the investment company's decision to enter into the transaction.

2. The Commission will consider whether to issue proposals to direct the national securities exchanges and national securities associations to prohibit the listing of any security of an issuer that is not in compliance with the audit committee requirements established by the Sarbanes-Oxley Act of 2002. These requirements relate to: The independence of audit committee members; the audit committee's responsibility to select and oversee the issuer's independent accountant; procedures for handling complaints regarding the issuer's accounting practices; the authority of the audit committee to engage advisors; and funding for the independent auditor and any outside advisors engaged by the audit committee. The proposals would implement the requirements of Section 10A(m)(1) of the Securities Exchange Act of 1934, as added by Section 301 of the Sarbanes-Oxley Act of 2002.

The subject matter of the Closed Meeting scheduled for Thursday, January 9, 2003 will be:

Litigation matters;

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: December 31, 2002.

Margaret H. McFarland,

Deputy Secretary.