SEC Open Meeting Agenda
Wednesday, October 22, 2003, 10:00 a.m.

Agenda as of the afternoon of October 21, 2003. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Exemption from Shareholder Approval for Certain Subadvisory Contracts Office:  Division of Investment Management Staff:  Robert E. Plaze, C. Hunter Jones, Adam B. Glazer
Item 2:	Purchases of Certain Securities by the Issuer and Others Office:  Division of Market Regulation Staff:  Larry Bergmann, James Brigagliano, Joan Collopy, Elizabeth Sandoe
Item 3:	Short Sales and Commission Guidance on Rule 3b-3 and Married Put Transaction Office:  Division of Market Regulation Staff:  Larry Bergmann, James Brigagliano, Gregory Dumark, Kevin Campion, Lillian Hagen, Elizabeth Sandoe, Marla Chidsey

Item 1: Exemption from Shareholder Approval for Certain Subadvisory Contracts

The Commission will consider whether to propose new Rule 15a-5 under the Investment Company Act of 1940 ("Investment Company Act"). Proposed Rule 15a-5 would permit an investment adviser to manage an open-end investment company's ("fund") assets without approval by fund shareholders, under certain conditions. The Commission also will consider whether to propose amendments to Form N-1A under the Investment Company Act and the Securities Act of 1933. The amendments would include a requirement that any fund operating under the exemption in proposed Rule 15a-5 disclose that investment advisers may be hired without shareholder approval.

For further information, please contact Adam B. Glazer at (202) 942-0690.

Item 2: Purchases of Certain Securities by the Issuer and Others

The Commission will consider whether to adopt amendments to Rule 10b-18 (the safe harbor rule regarding issuer repurchases) under the Securities Exchange Act of 1934 ("Exchange Act"), and amendments to Regulations S-K and S-B under the Exchange Act, and Exchange Act Forms 10-Q, 10-QSB, 10-K, 10-KSB, 20-F (regarding foreign private issuers), and Form N-CSR under the Exchange Act and the Investment Company Act of 1940 that would require periodic disclosure of all issuer repurchases of equity securities, regardless of whether the repurchases are effected in accordance with Rule 10b-18.

For further information, please contact James Brigagliano, Joan Collopy or Elizabeth Sandoe at (202) 942-0772.

Item 3: Proposed Regulation SHO

The Commission will consider whether to propose for public comment new Regulation SHO to regulate short sales under the Securities Exchange Act of 1934, which would replace current Rules 3b-3, 10a-1 and 10a-2. Among other things, Regulation SHO would institute a new uniform bid test, applicable to exchange-listed and Nasdaq National Market System securities, that would allow short sales to be effected at a price above the consolidated best bid. Regulation SHO would also suspend the operation of the proposed bid test for specified highly liquid securities on a two-year pilot basis. Regulation SHO would also require short sellers in all equity securities to locate securities to borrow before selling short, and add further requirements to address "naked" short selling.

The Commission will also consider simultaneously whether to propose for public comment amendments to Rule 105 of Regulation M, which addresses short sales prior to a public offering, to eliminate the shelf offering exception and to address transactions designed to evade the Rule.

Commission Guidance on Rule 3b-3 and Married Put Transactions

Finally, the Commission will also consider whether to publish simultaneously an interpretive release providing all market participants with guidance regarding the use of married put transactions when aggregating positions under Rule 3b-3 for determining compliance with Rule 10a-1 and Rule 105 of Regulation M.

For further information, please contact Kevin Campion or Greg Dumark at (202) 942-0772.