SEC Open Meeting Agenda
Tuesday, April 30, 2002

Item 1:	Disclosure in Management's Discussion and Analysis of Critical Accounting Estimates Office:  Division of Corporation Finance Staff:  Anita Klein, Andrew Thorpe, Jackson Day, Jenifer Minke-Girard
Item 2:	Assessment on Security Futures Transactions and Fees on Sales of Securities Resulting from Physical Settlement of Security Futures Pursuant to Section 31 of the Exchange Act Office:  Division of Market Regulation Staff:  Robert L.D. Colby, Elizabeth King, Kelly Riley, Susie Cho, Geoffrey Pemble
Item 3:	Transactions of Investment Companies with Portfolio and Subadvisory Affiliates Office:  Division of Investment Management Staff:  Robert E. Plaze, C. Hunter Jones, Martha B. Peterson, Hester M. Peirce, William D. Middlebrooks, Jr.
Item 4:	Delegation of Authority to the Office of the Secretary Office:  Office of the General Counsel Staff:  Richard Levine, Deborah Levine

Item 1: Disclosure in Management's Discussion and Analysis of Critical Accounting Estimates

The Commission will consider proposing rules that would require companies to discuss "critical accounting estimates" in their "Management's Discussion and Analysis" (MD&A) section of annual reports, registration statements and proxy and information statements. Quarterly updates to disclose material changes would be required under the proposals. The proposed disclosure is designed to provide additional key information to enhance investors' understanding of a company's financial condition, changes in financial condition and results of operations, and to provide information about the quality of, and potential variability of, a company's earnings. The proposed amendments reflect the changes to MD&A rules that the Commission announced its intention to propose in Press Release 2002-22 on February 13, 2002.

For further information, please contact Anita Klein at (202) 942-2980 or Jackson Day at (202) 942-4400.

Item 2: Assessment on Security Futures Transactions and Fees on Sales of Securities Resulting from Physical Settlement of Security Futures Pursuant to Section 31 of the Exchange Act

The Commission will consider a proposal to amend Rule 31-1 under the Securities Exchange Act of 1934 to clarify how to calculate assessments that are required to be paid by national securities exchanges and national securities associations pursuant to Section 31(d) of the Exchange Act for security futures transactions. The proposed amendments to Rule 31-1 also would provide guidance on how to calculate fees that are required to be paid by national securities exchanges and national securities associations pursuant to Sections 31(b) and (c) of the Exchange Act, respectively, for sales of securities that result from the physical settlement of security futures.

For further information, please contact Susie Cho at (202) 942-0748 or Geoffrey Pemble at (202) 942-0757.

Item 3: Transactions of Investment Companies with Portfolio and Subadvisory Affiliates

The Commission will consider a recommendation to propose amendments to Rules 10f-3, 12d3-1, 17a-6, 17d-1, and 17e-1 and new Rule 17a-10 under the Investment Company Act of 1940. The proposed amendments to Rules 17a-6 and 17d-1 would expand the current exemptions for investment companies to enter into principal transactions and joint arrangements with portfolio companies that are affiliated with an investment company because the investment company controls the portfolio company, or owns more than five percent of the portfolio's voting securities. The proposed amendments to Rules 10f-3, 12d3-1, and 17e-1 and new Rule 17a-10 would permit investment companies and their affiliated subadvisers to enter into a variety of transactions together without first obtaining an exemptive order from the Commission.

The Commission also will consider whether to adopt amendments to Rule 10f-3 under the Investment Company Act of 1940. Rule 10f-3 permits investment companies to purchase certain securities in an underwriting in which an affiliated underwriter is participating. The amendments to Rule 10f-3 would include government securities among the types of securities that investment companies may purchase under the rule.

For further information, please contact Hester M. Peirce at (202) 942-0673 or William C. Middlebrooks, Jr. at (202) 942-0583.

Item 4: Delegation of Authority to the Office of the Secretary

The Commission will consider whether to amend its rules to delegate authority to the Secretary of the Commission to enter orders instituting previously authorized administrative proceedings based on the entry of an injunction or a criminal conviction.

For further information, please contact Deborah Levine at (202) 942-0836.