SEC Open Meeting Agenda
Tuesday, May 27, 2003, 2:00 p.m.

Agenda as of the afternoon of May 23, 2003. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Certain Research and Development Companies Office:  Division of Investment Management Staff:  David B. Smith, Nadya B. Roytblat, Janet M. Grossnickle, Karen L. Goldstein
Item 2:	Management's Report on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports Office:  Division of Corporation Finance Staff:  N. Sean Harrison, Andrew Thorpe, Elizabeth Murphy

Item 1: Certain Research and Development Companies

The Commission will consider whether to adopt new rule 3a-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.

For further information, please contact Karen L. Goldstein, Senior Counsel, Division of Investment Management at (202) 942-0646.

Item 2: Management's Report on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports

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.

For further information, please contact N. Sean Harrison Special Counsel, or Andrew D. Thorpe, Special Counsel, Division of Corporation Finance, at (202) 942-2910, or with respect to registered investment companies, Christian Broadbent, Senior Counsel, Division of Investment Management, at (202) 942-0721, or with respect to accounting issues, Edmund Bailey, Assistant Chief Accountant, Randolph P. Green, Professional Accounting Fellow, or Paul Munter, Academic Fellow, Office of Chief Accountant, at (202) 942-4400.