SEC Open Meeting Agenda
Thussday, January 23, 2003, 10:00 a.m.

Agenda as of the afternoon of January 22, 2003. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Attorney Standards of Conduct Office:  Office of the General Counsel Staff:  Meyer Eisenberg, Richard Humes, Samuel Forstein, Timothy N. McGarey, Edward C. Schweitzer
Item 2:	Proxy Voting by Investment Companies Office:  Division of Investment Management Staff:  Susan Nash, Paul G. Cellupica, Christian L. Broadbent, Christopher P. Kaiser
Item 3:	Proxy Voting by Investment Advisers Office:  Division of Investment Management Staff:  Robert E. Plaze, Jennifer L. Sawin, Jamey Basham, Daniel S. Kahl

Item 1: Attorney Standards of Conduct

The Commission will consider adopting rules to establish standards of professional conduct for attorneys who appear and practice before the Commission in any way in the representation of issuers. As proposed, the rules would require an attorney to report evidence of a material violation of securities laws, a material breach of fiduciary duty, or similar material violation by the issuer or by any officer, director, employee, or agent of the issuer to the issuer's chief legal officer or the chief executive officer of the company (or the equivalents); if they do not respond appropriately to the evidence, the rule would require the attorney to report the evidence to the issuer's audit committee, another committee of independent directors, or the full board of directors; if the directors do not respond appropriately, the rule would require or permit the attorney to withdraw and notify the Commission of the withdrawal.

For further information, please contact Timothy N. McGarey or Edward C. Schweitzer at (202) 942-0835.

Item 2: Proxy Voting by Investment Companies

The Commission will consider whether to adopt amendments to its registration and reporting forms for registered management investment companies, as well as new rule 30b1-4 and new Form N-PX under the Investment Company Act of 1940. These rules would require mutual funds and other registered management investment companies to disclose the policies and procedures that they use to determine how to vote proxies relating to portfolio securities. They would also require registered management investment companies to file with the Commission on an annual basis, and make available to shareholders, their proxy voting records.

For further information, please contact Christian L. Broadbent at (202) 942-0721.

Item 3: Proxy Voting by Investment Advisers

The Commission will consider whether to adopt a new rule and amendments to its recordkeeping rules for registered investment advisers under the Investment Advisers Act. The new rule would require investment advisers to adopt proxy voting policies and procedures, describe the policies and procedures to clients and provide clients with copies on request, and disclose how clients can obtain information about how the adviser voted their proxies. The recordkeeping amendments would require advisers to keep certain records regarding client proxies.

For further information, please contact Daniel S. Kahl at (202) 942-0719.