SEC Open Meeting Agenda
Wednesday, January 8, 2003, 10:00 a.m.

Agenda as of the afternoon of January 7, 2003. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Transactions of Investment Companies with Portfolio and Subadviser Affiliates Office:  Division of Investment Management Staff:  Robert E. Plaze, C. Hunter Jones, Martha B. Peterson, William C. Middlebrooks, Jr.
Item 2:	Standards Relating to Listed Company Audit Committees Office:  Division of Corporation Finance Staff:  Elizabeth Murphy, Jeffrey Minton

Item 1: Transactions of Investment Companies with Portfolio and Subadviser Affiliates

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.

For further information, please contact William C. Middlebrooks, Jr., at (202) 942-0690.

Item 2: Standards Relating to Listed Company Audit Committees

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.

For further information, please contact Jeff Minton at (202) 942-2910.