December 6, 2002

TO: Files
FROM: Daphne Tippens Chisolm
Counsel to Commissioner Goldschmid
RE: Release Nos.: 33-8131, 34-46518, IC-25739; File No.: S7-36-02

On November 22, 2002, Matthew Fink and Craig Tyle of the Investment Company Institute and representatives of its membership met with Commissioner Goldschmid and Daphne Chisolm, counsel to the Commissioner. The discussion concerned the Commission's proposals to require registered management investment companies: i) to provide disclosure about how they vote proxies relating to portfolio securities they hold; and ii) to file with the Commission and to make available to their shareholders the specific proxy votes that they cast in shareholder meetings of issuers of portfolio securities. (see Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies (Sept. 20, 2002)). The ICI and representatives of its membership expressed views that were included in the ICI's comment letter on the proposals.