SEC Open Meeting Agenda
Wednesday, January 14, 2004, 10:00 a.m.

Agenda as of the morning of January 13, 2004. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Investment Adviser Codes of Ethics Office:  Division of Investment Management Staff:  Robert E. Plaze, Jennifer Sawin, Jamey Basham, Robert Tuleya
Item 2:	Investment Company Governance Office:  Division of Investment Management Staff:  Robert E. Plaze, Hunter Jones, Catherine Marshall
Item 3:	Confirmation Requirements and Point of Sale Disclosure Requirements for Transactions in Certain Mutual Funds and Other Securities, and Other Confirmation Requirement Amendments, and Amendments to the Registration Form for Mutual Funds Office:  Division of Market Regulation/Division of Investment Management Staff:  With respect to Rules 15c2-2, 15c2-3 and 10b-10: Robert L.D. Colby, Catherine McGuire, Paula Jenson, Joshua Kans, David Blass; With respect to Form N-1A: Susan Nash, Paul Cellupica, Tara L. Royal

Item 1: Investment Adviser Codes of Ethics

The Commission will consider whether to propose new rule 204A-1 under the Investment Advisers Act of 1940 ("Advisers Act"). The proposed rule would require investment advisers to adopt codes of ethics that would set forth standards of conduct for advisory personnel, safeguard material nonpublic information about client transactions, and address conflicts that arise from personal trading by advisory personnel. The Commission will also consider whether to propose related amendments to Advisers Act rule 204-2, Advisers Act Form ADV, and rule 17j-1 under the Investment Company Act of 1940.

For further information, please contact Robert Tuleya at (202) 942-0719.

Item 2: Investment Company Governance

The Commission will consider whether to propose amendments to rules 0-1, 10f-3, 12b-1, 15a-4, 17a-7, 17a-8, 17d-1, 17e-1, 17g-1, 18f-3, and 23c- 3, to require investment companies that rely on certain exemptive rules to adopt certain governance practices. The Commission also will consider whether to propose an amendment to rule 31a-2, the investment company recordkeeping rule, to require that investment companies retain copies of written materials that the directors consider when approving investment advisory contracts.

For further information, please contact Catherine E. Marshall at (202) 942-0719.

Item 3: Confirmation Requirements and Point of Sale Disclosure Requirements for Transactions in Certain Mutual Funds and Other Securities, and Other Confirmation Requirement Amendments, and Amendments to the Registration Form for Mutual Funds

The Commission will consider whether to propose new rules 15c2-2 and 15c2-3 under the Securities Exchange Act of 1934, and amendments to the confirmation requirements of rule 10b-10 under that Act, to require improved disclosure to investors about costs and conflicts of interest arising from the distribution of open-end investment company shares, unit investment trust interests and municipal fund securities. The proposed new rules and rule amendments would require brokers, dealers and municipal securities dealers to provide investors with specific information about distribution-related costs and conflicts prior to purchase transactions involving those securities, and as part of transaction confirmations. The amendments would also expand confirmation disclosure of call provisions in debt securities and preferred stock.

The Commission will also consider whether to propose amendments to Form N-1A with respect to the disclosure of sales loads and revenue sharing payments.

For further information, please contact Joshua Kans at (202) 942-0073 with respect to rules 15c2-2, 15c2-3 and 10b-10, and Tara L. Royal at (202) 942-0721 with respect to Form N-1A.