MEMORANDUM

To:	Public File
From:	Commissioner Cynthia A. Glassman
Date:	December 6, 2002
Re:	File No. S7-36-02: Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies

On November 22, 2002, Matt Fink, president of the Investment Company Institute ("ICI") and Craig Tyle, ICI general counsel, met with Commissioner Cynthia A. Glassman to discuss the ICI's forthcoming comment letter on the above-referenced rule proposal. Messrs. Fink and Tyle were accompanied by Terry Glenn (Merrill Lynch), Paul Haaga (Capital Research & Management), William Lyons (American Century Investments), Tom Putnam (Fenimore Asset Management) and David Weinstein (Fidelity).

As the ICI's comment letter will apparently reflect, the ICI is opposed to the proposal that registered management investment companies file with the Commission and make available to shareholders the specific proxy votes that they cast on matters involving issuers of portfolio securities. The ICI representatives stated that the proposal would pose unnecessary costs on registered investment companies without providing substantial benefit to their shareholders. They noted that similar requirements are not imposed on other institutional investors such as pension funds.