September 11, 2002

TO: Files
FROM: Daphne Tippens Chisolm
Counsel to Commissioner Goldschmid
RE: Release Nos. 34-46441; IC-25723; File No.: S7-33-02

On September 9, 2002, Matthew Fink and Craig Tyle of the Investment Company Institute met with Commissioner Goldschmid and Daphne Chisolm, counsel to the Commissioner. One of the topics of conversation concerned proposed rule amendments that would result in management investment companies certifying both the Form N-SAR and the report to shareholders. The ICI expressed its view that the Commission's certification requirement should apply exclusively to the shareholder report. The ICI also expressed the views contained in its comment letter on the rule proposals requiring the certification of disclosure in companies' quarterly and annual reports (see Commission File No.: S7-21-02).