MEMORANDUM

To: File: S7-26-98

From: Bonnie Gauch

Date: October 16, 2001

RE: Meeting held October 15, 2001 with representatives from the industry and the States regarding the Amendments to the Books and Records Rules.

A meeting was held on October 15, 2001 at 12:30pm at 1 Madison Avenue in New York City to discuss the Amendments to the Books and Records Rules. The status, form, and effective date of the final rule amendments were discussed.

The industry representatives requested that the effective date of the amendments, presently set at 180 days after publication in the Federal Register, be extended. They indicated that systems resources were already budgeted for the year, and that the events of September 11, 2001 had placed an additional drain on their systems resources making it either impossible or very costly to implement certain portions of the amendments by the effective date of the amendments. The States argued that most firms were already collecting much of the information required to be created and maintained pursuant to these amendments, so most of the amendments would create little to no additional burden on the firms. The possibility was raised of bifurcating the effective date such that the effective date for those portions of the amendments that the firms would be able to implement easily would become effective sooner than those portions of the amendments that the firms would find most difficult to implement. The firms are to get back to us with some of the costs of implementation and a proposal for how these effective dates could be bifurcated by the end of the week.

Attached is a list of attendees.

ATTACHMENT

BOOKS AND RECORDS MEETING

Monday, October 15, 2001

12:30 P.M.

Location:

Met Life
1 Madison Avenoe, 12^th Floor
(Entrace on Park between 23^rd and 24^th streets)
New York, New York

Met Life contact for day of meeting: Anna Marie O'Sullivan: 212-578-5737

Expected Attendees:

SEC

William Atkinson (Office of Economic Analysis)

Brian Bussey, Counsel to Chairman Pitt

Robert Colby

Charles Dale, Office of Economic Analysis

Bonnie Gauch

Mike Macchiaroli

Tom McGowan

Annette Nazareth

NASAA

Frank Widmann

Marc Beauchamp

Joe Borg, NASAA President *

Ralph Lambiase

Don Saxon

John Veator

* Indicates trying to change schedule to attend

Representatives of SIA Member Firms

Ted Brewer, Merrill Lynch

Leonard Bakal, Met Life

Heidi Coppola, Salomon Smith Barney

Bob Errico, Charles Schwab

Chris Franke, J.P. Morgan Chase

Jeff Halperin, Met Life

Lynn Johnson, Lehman Brothers

Bernie Madoff, Bernard L. Madoff Investment Securities

Orestes Milhaly, Merrill Lynch

Ed Moulin, Morgan Stanley

Hans Lindhard-Reich, Goldman Sachs

Brian Underwood, AG Edwards

John Wurth, American Express

SIA

Stuart Kaswell

Amal Aly

Kim Chamberlain

Judy Poppolardo, SIA Consultant

NASD

Alton (Chip) Jones

Richard Pullano

Dan Sibears

NYSE

Sal Pallante

Michael Rufino

Elaine Michitsch