TO: Public File
FROM: Rosemary A. Filou
Counsel to Commissioner Glassman
DATE: March 14, 2003
RE: File No. S7-02-03, Standards Relating to Listed Company Audit
Committees - Audit Committee Member Independence

On March 14, 2003, Commissioner Glassman, Brian Stern and Rosemary Filou met with representatives of the National Venture Capital Association (Brian Borders, Esq., and Mark Heesen, President) to discuss NVCA's comments on the above-referenced matter as outlined in its comment letter.