SEC Open Meeting Agenda
Tuesday, April 13, 2004, 10:00 a.m.

Agenda as of the morning of April 12, 2004. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Foreign Bank Exemption from the Insider Lending Prohibition of Securities Exchange Act of 1934 Section 13(k) Office:  Division of Corporation Finance Staff:  Elliot Staffin and Paul Dudek
Item 2:	Use of Form S-8 and Form 8-K by Shell Companies Office:  Division of Corporation Finance Staff:  Gerald J. Laporte and Kevin M. O'Neill
Item 3:	Disclosure Regarding Market Timing and Selective Disclosure of Portfolio Holdings Office:  Division of Investment Management Staff:  Susan Nash, Paul G. Cellupica, Kieran G. Brown and David S. Schwartz

Item 1: Foreign Bank Exemption from the Insider Lending Prohibition of Securities Exchange Act of 1934 Section 13(k)

The Commission will consider whether to adopt a rule to exempt qualified foreign Banks from the insider lending prohibition of Securities Exchange Act of 1934 Section 13(k), as added by Section 402 of the Sarbanes-Oxley Act. The rule would exempt foreign banks that meet specified criteria similar to those that qualify domestic banks for the exemption under Section 13(k). The rule also would exempt from the insider lending prohibition of Section 13(k) foreign governments that register securities offerings under the Securities Act of 1933 by filing Schedule B registration statements. The Commission will also consider whether to adopt an amendment to Form 20-F that would require foreign bank issuers to provide the same disclosure regarding certain loans to insiders as that required for domestic banks under Regulation S-K.

For further information contact Elliot Staffin, Special Counsel, Office of International Corporate Finance, Division of Corporation Finance, at (202) 942-2990.

Item 2: Use of Form S-8 and Form 8-K by Shell Companies

The Commission will consider whether to propose amendments to Form S8 and Form 8-K as well as whether to define the term "shell company." The proposed amendments would address: (1) the use of Form S-8 by shell companies; and (2) the information required to be disclosed in a report on Form 8K filed when a shell company ceases to be a shell company. The proposals are designed to assure that investors in shell companies that acquire operations or assets have access on a timely basis to the same kind of information as is available to investors in public companies with continuing operations. These proposals are intended to protect investors by deterring fraud and abuse in our public securities markets through the use of shell companies.

For further information, please contact Gerald J. Laporte, Chief, or Kevin M. O'Neill, Special Counsel, Office of Small Business Policy, Division of Corporation Finance, at (202) 942-2908.

Item 3: Disclosure Regarding Market Timing and Selective Disclosure of Portfolio Holdings

The Commission will consider whether to adopt amendments to Forms N-1A, N-3, N-4, and N-6 under the Securities Act of 1933 and the Investment Company Act of 1940. The amendments will (1) require open-end management investment companies and variable insurance products to disclose in their prospectuses information about the risks of, and policies and procedures with respect to, the frequent purchase and redemption of investment company shares; (2) clarify that open-end management investment companies and insurance company managed separate accounts that offer variable annuities are required to explain both the circumstances under which they will use fair value pricing and the effects of using fair value pricing; and (3) require open end management investment companies and insurance company managed separate accounts that offer variable annuities to disclose their policies and procedures with respect to disclosure of portfolio holdings information.

For further information, please contact Kieran G. Brown or David Schwartz at (202) 942 0721.