SEC Open Meeting Agenda
Wednesday, May 26, 2004, 10:00 a.m.

Agenda as of the afternoon of May 25, 2004. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Disclosure of Breakpoint Discounts by Mutual Funds Office:  Division of Investment Management Staff:  Susan Nash, Christian L. Broadbent
Item 2:	Investment Adviser Codes of Ethics Office:  Division of Investment Management Staff:  Robert Plaze, Jennifer Sawin, Jamey Basham, Robert Tuleya
Item 3:	Restrictions or Prohibitions on Ownership by Securities Intermediaries Office:  Division of Market Regulation Staff:  Larry Bergmann, Jerry Carpenter, Susan Petersen
Item 4:	Clarke T. Blizzard and Rudolph Abel Office:  Office of the General Counsel

Item 1: Disclosure of Breakpoint Discounts by Mutual Funds

The Commission will consider whether to adopt amendments to Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 that would require an open-end management investment company to provide enhanced prospectus disclosure regarding breakpoint discounts on front-end sales loads.

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

Item 2: Investment Adviser Codes of Ethics

The Commission will consider whether to adopt new rule 204A-1 under the Investment Advisers Act of 1940 ("Advisers Act"). The rule would require investment advisers to adopt codes of ethics that would set forth standards of conduct for advisory personnel and address conflicts that arise from personal trading by advisory personnel. The Commission will also consider whether to adopt 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 3: Restrictions or Prohibitions on Ownership by Securities Intermediaries

The Commission will consider whether to propose a new rule under Section 17A of the Securities Exchange Act of 1934 ("Exchange Act") that would prohibit registered transfer agents from effecting any transfer of an equity securities registered under Section 12 or any equity securities of an issuer reporting under 15(d) of the Exchange Act where transfer of such security to or from securities intermediaries is restricted or prohibited. The term "securities intermediary" would be defined in the rule as a clearing agency registered under Section 17A of the Exchange Act or a person, including a bank, broker, or dealer, that in the ordinary course of its business maintains securities accounts for others. The Commission is proposing to exclude from proposed Rule 17Ad-20 any equity security issued by a partnership, as defined in Item 901 of Regulation S-K.

For further information, please contact Jerry Carpenter or Susan Petersen at (202) 942-4187.

Item 4: Clarke T. Blizzard and Rudolph Abel

The Commission will hear oral argument on appeals by Clarke T. Blizzard and the Division of Enforcement from the decision of an administrative law judge. Blizzard was formerly a senior vice president and managing director of Shawmut Investment Advisers, Inc. ("Shawmut"). Rudolph Abel, formerly Shawmut's president and chief investment officer, opposes the Division's petition for review.

The law judge found that Blizzard willfully aided and abetted and caused violations of Section 206(1) and 206(2) of the Investment Advisers Act of 1940 by Shawmut. The law judge found that charges that Abel aided and abetted violations of those provisions were unproven because no primary violations by Shawmut were established during the period that Abel was employed at Shawmut.

The law judge ordered Blizzard to cease and desist from committing or causing any violations or future violations of Section 206 of the Advisers Act; to disgorge commissions in the amount of $548,233, plus pre-judgment interest; to pay a civil money penalty of $100,000; and to be suspended for 90 days from association with an investment adviser.

Among the issues likely to be argued are:

1. Whether Shawmut committed the alleged primary violation on which aiding and abetting liability by Blizzard and Abel may be premised.
    
2. Whether Blizzard and Abel committed the alleged aiding-and-abetting violations.
    
3. If respondents committed violations, whether sanctions should be imposed in the public interest.

For further information, please contact the Office of the Secretary at (202) 942-7070.