MEMORANDUM

To : Commission File No. S7-10-03
From : Lillian Cummins
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
U.S. Securities and Exchange Commission
Re : Solicitation of Public Views Regarding Possible Changes to the Proxy Rules
Release No. 34-47778
Date : June 12, 2003


On June 12, 2003, members of the Division of Corporation Finance met with representatives of Hermes Investment Management Ltd. in connection with the Commission's directive that the Division review and formulate possible changes in the proxy rules and regulations and their interpretations regarding procedures for the election of corporate directors.

Division of Corporation Finance participants: Martin P. Dunn, Deputy Director, Paul Dudek, Chief, Office of International Corporate Finance, Lillian Cummins, Special Counsel, Office of Mergers and Acquisitions and Grace Lee, Special Counsel, Office of Chief Counsel.

Hermes participants: Peter Butler and Corinna Arnold.