04-2808. 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 February 9, 2004:

An Open Meeting will be held on Wednesday, February 11, 2004 at 10 a.m., in Room 1C30, the William O. Douglas Room, and Closed Meetings will be held on Wednesday, February 11, 2004 at 12:30 p.m. and Thursday, February 12, 2004 at 10 a.m.

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) (3), (5), (7), (9B), and (10) and 17 CFR 200.402(a) (3), (5), (7), (9ii), and (10), permit consideration of the scheduled matters at the Closed Meetings.

Commissioner Goldschmid, as duty officer, voted to consider the items listed for the closed meetings in closed sessions.

The subject matter of the Open Meeting scheduled for Wednesday, February 11, 2004 will be:

1. The Commission will consider a recommendation to propose for public comment an amendment to rule12b-1 under the Investment Company Act of 1940. The recommended proposal would prohibit investment companies from paying for the distribution of their shares with their brokerage commissions. The Commission will also consider whether to ask for comment about the need for additional changes to rule 12b-1.

For further information, please contact Hester Peirce at [phone].

2. The Commission will consider whether to adopt amendments to Forms N-1A, N-2, N-3, and N-CSR, Articles 6 and 12 of Regulation S-X, and rules 30a-2, 30a-3, and 30d-1 under the Investment Company Act of 1940, as well as new rule 30b1-5 under the Investment Company Act of 1940 and new Form N-Q under the Investment Company Act of 1940 and the Securities Exchange Act of 1934. The amendments would (1) require a registered open-end management investment company to disclose in its reports to shareholders fund expenses borne by shareholders during the reporting period; (2) require a registered management investment company to file and certify a schedule of its complete portfolio holdings with the Commission on a quarterly basis; (3) permit a registered management investment company to include a summary portfolio schedule in reports to shareholders and exempt money market funds from including a portfolio schedule in reports to shareholders, provided that the complete portfolio schedule is filed with the Commission and available to shareholders upon request; (4) require a registered management investment company to include a tabular or graphic presentation of a fund's portfolio holdings in its reports to shareholders; and (5) require a registered open-end management investment company to include Management's Discussion of Fund Performance in its annual report to shareholders.

For further information, please contact Christopher Kaiser at [phone].

3. The Commission will consider whether to propose amendments to Schedule 14A under the Securities Exchange Act of 1934, and to Forms N-1A, N-2, and N-3 under the Securities Act of 1933 and the Investment Company Act of 1940. The proposals would require a registered management investment company to provide disclosure in its reports to shareholders regarding the basis for the board of directors' approval of an investment advisory contract. They would also enhance existing disclosure requirements in the registration statements of registered management investment companies and in proxy statements regarding the basis for the board's approval of, or recommendation that shareholders approve, an investment advisory contract.

For further information, please contact Deborah D. Skeens at [phone].

The subject matter of the Closed Meeting scheduled for Wednesday, February 11, 2004 will be:

Post-argument discussion.

The subject matters of the Closed Meeting scheduled for Thursday, February 12, 2004 will be:

Formal orders of investigation;

Institution and settlement of administrative proceedings of an enforcement nature;

Institution and settlement of injunctive actions;

Regulatory matters involving a financial institution; and

Adjudicatory matter.

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: February 4, 2004.

Jonathan G. Katz,

Secretary.