March 25, 2003

TO: Files
FROM: Daphne Tippens Chisolm
Counsel to Commissioner Goldschmid
RE: Release Nos. 33-8173; 34-47137; IC-25885; File No. S7-02-03

On March 12, 2003, Mark Heesen of the National Venture Capital Association and Brian Borders of Mayer Brown Rowe & Maw met with Commissioner Goldschmid and Daphne Chisolm, counsel to the Commissioner. The discussion concerned a new rule proposal that would implement the requirements of Section 10A(m)(1) of the Securities Exchange Act of 1934, as added by Section 301 of the Sarbanes-Oxley Act of 2002. Mr. Heesen and Mr. Borders expressed views that were contained in NVCA's comment letter on the proposal (see Commission File No. S7-02-03).