SEC Open Meeting Agenda
Wednesday, April 6, 2005, 10:00 a.m.

Agenda as of April 5, 2005. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Certain Broker-Dealers Deemed Not To Be Investment Advisers Office:  Division of Investment Management Staff:  Meyer Eisenberg, Robert E. Plaze, Nancy M. Morris, Jamey Basham, Robert Tuleya
Item 2:	Enhancement and Modernization of the National Market System Office:  Division of Market Regulation Staff:  Annette L. Nazareth, Robert L.D. Colby, Elizabeth K. King, David S. Shillman, Stephen L. Williams, Michael Gaw, Dan Gray, Heather Seidel

Item 1: Certain Broker-Dealers Deemed Not To Be Investment Advisers

The Commission will consider a recommendation regarding the application of the Investment Advisers Act of 1940 to certain broker-dealers. (See Advisers Act Release No. 1845, Advisers Act Release No. 2278, Advisers Act Release No. 2339, and Advisers Act Release No. 2340).

For further information, please contact Robert Tuleya, Senior Counsel, Division of Investment Management, at (202) 551-6787.

Item 2: Enhancement and Modernization of the National Market System

The Commission will consider whether to adopt Regulation NMS, which includes the following rules and amendments to the joint industry plans for disseminating market information:

1. Rule 611 of Regulation NMS (“Order Protection Rule”), which would require trading centers to obtain the best price for investors when such price is represented by automated quotations that are immediately accessible;
    
2. Rule 610 of Regulation NMS (“Access Rule”), which would promote fair and non-discriminatory access to quotations through a private linkage approach and establish a limit on access fees to harmonize the pricing of quotations across different trading centers;
    
3. Rule 612 of Regulation NMS (“Sub-Penny Rule”), which would establish a uniform pricing increment of no less than one penny for orders, quotations, or indications of interest equal to or greater than $1.00 per share, to provide greater price transparency and consistency;
    
4. Amendments to Rules 11Aa3-1 and 11Ac1-2 under the Securities Exchange Act of 1934 (redesignated as Rule 601 and 603 of Regulation NMS) (“Market Data Rules”), which would update the requirements for consolidating, distributing, and displaying market information, and amendments to the joint industry plans for disseminating market information that would modify the formulas for allocating plan revenues (“Allocation Amendment”) and broaden participation in plan governance (“Governance Amendment”); and
    
5. Redesignation of the national market system (“NMS”) rules adopted under the Exchange Act and inclusion of those rules, as well as Rules 610, 611, and 612, under Regulation NMS. Regulation NMS also would include a separate definitional rule that would (i) retain most of the definitions currently used in the NMS rules, (ii) include new definitions related to the rules being considered for adoption, and (iii) update or eliminate obsolete definitions in the NMS rules.

In addition, the Commission will consider whether to adopt a technical amendment jointly with the Commodity Futures Trading Commission to make conforming changes in the language of Rule 3a55-1 under the Exchange Act.

For further information, please contact Marc McKayle, Special Counsel, at (202) 942-0775, or Raymond Lombardo, Attorney, at (202) 942-8080 (Order Protection Rule); David Liu, Attorney, at (202) 942-8085 (Access Rule); Michael Gaw, Senior Special Counsel, at (202) 942-0158 (Sub-Penny Rule); David Hsu, Special Counsel, at (202) 942-0731 (Market Data Rules, Allocation Amendment, and Governance Amendment); or Yvonne Fraticelli, Special Counsel, at (202) 942-0197 (Regulation NMS); and Tim Fox, at (202) 942-0146 (Joint Technical Amendment).