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

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

Item 1:	Certification of Management Investment Company Shareholder Reports and Designation of Certified Shareholder Reports as Exchange Act Periodic Reporting Forms; Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 Office:  Division of Investment Management Staff:  Susan Nash, Paul G. Cellupica, John M. Faust, Katy Mobedshahi, Tara L. Royal
Item 2:	Auditor Independence Rules Office:  Office of the Chief Accountant Staff:  Jackson M. Day, Samuel L. Burke, Paul Munter, Robert E. Burns
Item 3:	Disclosure in Management's Discussion and Analysis About Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments Office:  Division of Corporation Finance; Office of the Chief Accountant Staff:  Betsy Murphy, Andrew Thorpe, Jenifer Minke-Girard, Eric Schuppenhauer
Item 4:	Retention of Records Relevant to Audits and Reviews Office:  Office of the Chief Accountant Staff:  Jackson M. Day, Samuel L. Burke, D. Douglas Alkema, Paul Munter, Robert E. Burns

Item 1: Certification of Management Investment Company Shareholder Reports and Designation of Certified Shareholder Reports as Exchange Act Periodic Reporting Forms; Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002

The Commission will consider whether to adopt new rules 30a-3 and 30d-1 and amendments to rules 8b-15, 30a-1, 30a-2, 30b1-1, 30b1-3, and 30b2-1 under the Investment Company Act of 1940, amendments to rules 12b-25, 13a-15, and 15d-15 and Form 12b-25 under the Securities Exchange Act of 1934, amendments to Form N-SAR under the Exchange Act and the Investment Company Act, and new Form N-CSR under the Exchange Act and Investment Company Act. These new rules and form, and rule and form amendments, would require registered management investment companies to file certified shareholder reports on new Form N-CSR with the Commission, and would designate these certified shareholder reports as reports that are required under Sections 13(a) and 15(d) of the Exchange Act and Section 30 of the Investment Company Act. A registered management investment company's principal executive and financial officers would be required to certify the information contained in its reports on Form N-CSR in the manner specified by Section 302 of the Sarbanes-Oxley Act of 2002. The amendments would also remove the requirement that Form N-SAR be certified by a registered investment company's principal executive and financial officers, and would provide that, for registered management investment companies, Form N-SAR would be filed under the Investment Company Act only. In addition, the amendments would implement Sections 406 and 407 of the Sarbanes-Oxley Act by requiring a registered management investment company to provide disclosure on Form N-CSR or Form N-SAR, as applicable, regarding whether the investment company has adopted a code of ethics for the company's principal executive officer and senior financial officers, and whether the investment company has at least one "audit committee expert" serving on its audit committee, and if so, the name of the expert and whether the expert is independent of management.

For further information, please contact John M. Faust at (202) 942-0721.

Item 2: Auditor Independence Rules

The Commission will consider adopting amendments to its existing requirements regarding auditor independence to enhance the independence of accountants that audit and review financial statements and prepare attestation reports filed with the Commission. As directed by Section 208(a) of the Sarbanes-Oxley Act of 2002, the Commission is considering adopting rules to:

• Revise its regulations related to the non-audit services that, if provided to an audit client, would impair an accounting firm's independence;
   
• Require that an issuer's audit committee pre-approve all audit and non-audit services provided to the issuer by the auditor of an issuer's financial statements;
   
• Prohibit certain audit partners on the audit engagement team from providing audit services to the issuer for more than five or seven consecutive years, depending on the partner's role in the audit engagement;
   
• Prohibit an accounting firm from auditing an issuer's financial statements if certain members of management of that issuer had been members of the accounting firm's audit engagement team within the one-year period preceding the commencement of audit procedures;
   
• Require that the auditor of an issuer's financial statements report certain matters to the issuer's audit committee, including "critical" accounting policies used by the issuer; and
   
• Require disclosures to investors of information related to the audit and non-audit services provided by, and fees paid by the issuer to, the auditor of the issuer's financial statements.

In addition, under the rules to be considered by the Commission, an accountant would not be independent from an audit client if certain audit partners of the accounting firm, who are members of the engagement team, received compensation based on their selling any service to that client other than audit, review and attest services.

For further information, please contact Samuel L. Burke or Paul Munter at (202) 942-4400.

Item 3: Disclosure in Management's Discussion and Analysis About Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments

The Commission will consider whether to adopt amendments mandated by Section 401(a) of the Sarbanes-Oxley Act of 2002. The rules would require a public company to provide in its "Management's Discussion and Analysis" section of Commission filings: (1) a discussion of off-balance sheet arrangements; and (2) a table of payments under specified contractual obligations due in short- and long-term periods.

For further information, please contact Andrew Thorpe at (202) 942-2910, Jenifer Minke-Girard or Eric Schuppenhauer at (202)-942-4400.

Item 4: Retention of Records Relevant to Audits and Reviews

The Commission will consider whether to adopt amendments to implement section 802 of the Sarbanes-Oxley Act of 2002. The rule, if adopted, would specify that auditors should retain records relevant to the audits and reviews of financial statements filed with the Commission, including workpapers and other documents that form the basis of the audit or review and memoranda, correspondence, communications, other documents, and records (including electronic records), which are created, sent or received in connection with the audit or review and contain conclusions, opinions, analyses, or financial data related to the audit or review.

For further information, please contact Samuel L. Burke or Robert E. Burns at (202) 942-4400.