September 12, 2002

TO: Files
FROM: Daphne Tippens Chisolm
Counsel to Commissioner Goldschmid
RE: Release Nos. 34-42099; IA-1845; File No. S7-25-99

On September 10, 2002, David Tittsworth and Karen Barr of the Investment Counsel Association of America met with Commissioner Goldschmid and Daphne Chisolm, counsel to the Commissioner. One of the topics of conversation concerned the Commission's proposed new rule under the Investment Advisers Act of 1940 that would address the application of the Advisers Act to brokers offering full service brokerage (including advice) for an asset-based fee instead of traditional commissions, mark-ups, and mark-downs. Mr. Tittsworth and Ms. Barr expressed the views contained in their firm's comment letter on proposed rule 202(a)(11)-1 (see Commission File No. S7-25-99).