Sunshine Act Meetings

Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange Commission will hold the following meetings during the week of January 12, 2004:

Closed Meetings will be held on Tuesday, January 13, 2004 at 2 p.m. and Thursday, January 15, 2004 at 2 p.m., and an Open Meeting will be held on Wednesday, January 14, 2004 at 10 a.m. in Room 1C30, the William O. Douglas Room.

Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the Closed Meetings. Certain staff members who have an interest in the matters may also be present.

The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c) (3), (5), (6), (7), (9B), and (10) and 17 CFR 200.402(a) (3), (5), (6), (7), (9ii), and (10), permit consideration of the scheduled matters at the Closed Meetings.

Commissioner Goldschmid, as duty officer, voted to consider the items listed for the closed meetings in closed sessions and that no earlier notice thereof was possible.

The subject matter of the Closed Meeting scheduled for Tuesday, January 13, 2004 will be:

Formal orders of investigation;

Institution and settlement of administrative proceedings of an enforcement nature;

Institution and settlement of injunctive actions; and

Adjudicatory matter.

The subject matter of the Open Meeting scheduled for Wednesday, January 14, 2004 will be:

1. 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.

2. 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.

3. 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 concerning rules 15c2-2, 15c2-3 and 10b-10, and Tara Royal at (202) 942-7973 concerning Form N-1A.

The subject matter of the Closed Meeting scheduled for Thursday, January 15, 2004 will be: Report of an investigation.

At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 942-7070.