[Federal Register Volume 68, Number 13 (Tuesday, January 21, 2003)]
[Notices]
[Pages 2811-2812]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-1282]


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SECURITIES AND EXCHANGE COMMISSION


Sunshine Act Meeting

    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 20, 2003. An Open Meeting will be held on Wednesday, January 
22, 2003, at 10 a.m., in Room 1C30, the William O. Douglas Room, and a 
Closed Meeting will be held on Thursday, January 23, 2003, at 10 a.m.
    Commissioners, Counsel to the Commissioners, the Secretary to the 
Commission, and recording secretaries will attend the Closed Meeting. 
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), (7), (9)(B) and (10) and 17 CFR 
200.402(a)(3), (5), (7), (9)(ii) and (10), permit consideration of the 
scheduled matters at the Closed Meeting.
    The subject matter of the Open Meeting scheduled for Wednesday, 
January 22, 2003 will be:

    1. The Commission will consider whether to adopt new rules 30a-3 
and 30d-1 and amendments to rules 8b-15, 30a-1, 30a-2, 30b1-1, 30b1-
3, and 30b2-1 under the Investment Company Act of 1940, amendments 
to rules 12b-25, 13a-15, and 15d-15 and Form 12b-25 under the 
Securities Exchange Act of 1934, amendments to Form N-SAR under the 
Exchange Act and the Investment Company Act, and new Form N-CSR 
under the Exchange Act and Investment Company Act. These new rules 
and form, and rule and form amendments, would require registered 
management investment companies to file certified shareholder 
reports on new Form N-CSR with the Commission, and would designate 
these certified shareholder reports as reports that are required 
under sections 13(a) and 15(d) of the Exchange Act and Section 30 of 
the Investment Company Act. A registered management investment 
company's principal executive and financial officers would be 
required to certify the information contained in its reports on Form 
N-CSR in the manner specified by Section 302 of the Sarbanes-Oxley 
Act of 2002. The amendments would also remove the requirement that 
Form N-SAR be certified by a registered investment company's 
principal executive and financial officers, and would provide that, 
for registered management investment companies, Form N-SAR would be 
filed under the Investment Company Act only. In addition, the 
amendments would implement Sections 406 and 407 of the Sarbanes-
Oxley Act by requiring a registered management investment company to 
provide disclosure on Form N-CSR or Form N-SAR, as applicable, 
regarding whether the investment company has adopted a code of 
ethics for the company's principal executive officer and senior 
financial officers, and whether the investment company has at least 
one ``audit committee expert'' serving on its audit committee, and 
if so, the name of the expert and whether the expert is independent 
of management.
    2. 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

[[Page 2812]]

require or permit the attorney to withdraw and notify the Commission 
of the withdrawal.
    3. The Commission will consider whether to adopt amendments 
mandated by Section 401(a) of the Sarbanes-Oxley Act of 2002. The 
rules would require a public company to provide in its 
``Management's Discussion and Analysis'' section of Commission 
filings: (1) A discussion of off-balance sheet arrangements; and (2) 
a table of payments under specified contractual obligations due in 
short- and long-term periods.
    4. The Commission will consider adopting amendments to its 
existing requirements regarding auditor independence to enhance the 
independence of accountants that audit and review financial 
statements and prepare attestation reports filed with the 
Commission. As directed by Section 208(a) of the Sarbanes-Oxley Act 
of 2002, the Commission is considering adopting rules to:
    [sbull] Revise its regulations related to the non-audit services 
that, if provided to an audit client, would impair an accounting 
firm's independence;
    [sbull] Require that an issuer's audit committee pre-approve all 
audit and non-audit services provided to the issuer by the auditor 
of an issuer's financial statements;
    [sbull] Prohibit certain audit partners on the audit engagement 
team from providing audit services to the issuer for more than five 
or seven consecutive years, depending on the partner's role in the 
audit engagement;
    [sbull] Prohibit an accounting firm from auditing an issuer's 
financial statements if certain members of management of that issuer 
had been members of the accounting firm's audit engagement team 
within the one-year period preceding the commencement of audit 
procedures;
    [sbull] Require that the auditor of an issuer's financial 
statement report certain matters to the issuer's audit committee, 
including ``critical'' accounting policies used by the issuer; and
    [sbull] Require disclosures to investors of information related 
to the audit and non-audit services provided by, and fees paid by 
the issuer to, the auditor of the issuer's financial statements.
    In addition, under the rules to be considered by the Commission, 
an accountant would not be independent from an audit client if 
certain audit partners of the accounting firm, who are members of 
the engagement team, received compensation based on their selling 
any service to that client other than audit, review and attest 
services.
    5. The Commission will consider whether to adopt amendments to 
implement section 802 of the Sarbanes-Oxley Act of 2002. The rule, 
if adopted, would specify that auditors should retain records 
relevant to the audits and reviews of financial statements filed 
with the Commission, including workpapers and other documents that 
form the basis of the audit or review and memoranda, correspondence, 
communications, other documents, and records (including electronic 
records), which are created, sent or received in connection with the 
audit or review and contain conclusions, opinions, analyses, or 
financial data related to the audit or review.
    6. 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.
    7. 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.

    The subject matter of the Closed Meeting scheduled for Thursday, 
January 23, 2003 will be:

Formal orders of investigation;
Institution and settlement of administrative proceedings of an 
enforcement nature; and
Institution and settlement of injunctive actions.

    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.

    Dated: January 15, 2003.
Jonathan G. Katz,
Secretary.
[FR Doc. 03-1282 Filed 1-15-03; 4:09 pm]
BILLING CODE 8010-01-M