03-13081. Sunshine Act Meetings

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 May 26, 2003:

A Closed Meeting will be held on Tuesday, May 27, 2003 at 2 p.m., and an Open Meeting will be held on Wednesday, May 28, 2003 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 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)(4), (5), (7), (8), (9)(B) and (10) and 17 CFR 200.402(a)(4), (5), (7), (8), (9)(ii) and (10), permit consideration of the scheduled matters at the Closed Meeting.

The subject matter of the Closed Meeting scheduled for Tuesday, May 27, 2003 will be:

Institution and settlement of administrative proceedings of an enforcement nature;

Institution and settlement of injunctive actions;

Consideration of amicus participation; and

Formal orders of investigation.

The subject matter of the Open Meeting scheduled for Wednesday, May 28, 2003 will be:

1. The Commission will consider whether to adopt new rule 2a-8 under the Investment Company Act of 1940 that would provide a nonexclusive safe harbor from the definition of investment company for certain bona fide research and development companies.

2. The Commission will consider whether to adopt rules that were proposed in Release No. 33-8138 (Oct. 22, 2002) [67 FR 66208] regarding Section 404 of the Sarbanes-Oxley Act of 2002 and rules proposed in Release 33-8212 (March 21, 2003 [68 FR 15600] regarding Sections 302 and 906 of the Sarbanes-Oxley Act. The rules to implement Section 404 of the Sarbanes-Oxley Act of 2002 would require a public company, other than registered investment companies, to include in their annual reports a report of management on the company's internal control over financial reporting. Under the rules, the registered public accounting firm that audited the company's financial statements included in the annual report must issue an attestation report on management's assessment of the company's internal control over financial reporting. Companies would be required to file the registered public accounting firm's attestation report as part of the annual report. In addition, the rules add a requirement that management evaluate, as of the end of each fiscal quarter, any change in the company's internal control over financial reporting that occurred during such quarter that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting. The Commission will also consider whether to adopt amendments to the rules and forms under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 to require issuers to provide the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits to the periodic reports to which they relate.

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: May 19, 2003.

Jonathan G. Katz,

Secretary.