Fidelity Investments

Eric D. Roiter
Senior Vice President and General Counsel
Fidelity Management & Research Company
82 Devonshire Street
Boston, MA 02109-3614

December 23, 2002
Via Electronic Mail

Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Re: Proposed Rule: Implementation of Standards of Professional Conduct for Attorneys (Release Nos. 33-8150; 34-46868; IC-25829; File No. S7-45-02)

Dear Mr. Katz:

On behalf of Fidelity Management & Research Company, I am writing to respond to the Commission's proposal of new standards of professional conduct for attorneys who appear and practice before the Commission on behalf of issuers. Fidelity is the investment manager for over 260 registered investment companies in the Fidelity Group of Funds with aggregate assets in excess of $680 billion.

Fidelity concurs with the views expressed in the comment letter submitted by the Investment Company Institute letter, dated December 18, 2002, and strongly urges the Commission to reconsider the wisdom and public policy implications of adopting parts of the proposed rule that go far beyond the dictates of the Sarbanes-Oxley Act. In particular, we encourage the Commission to drop, or at least defer consideration of:

• A proposal that would eliminate (or purports to eliminate) the well-settled distinction between a lawyer representing a mutual fund and a lawyer representing a third party, namely, the investment adviser to a mutual fund - a proposal that raises serious questions regarding the continuing viability of the traditional attorney-client relationship and the attorney-client privilege within the mutual fund industry and fails to address the statutory basis for the Commission's authority to pre-empt state law and federal common law regarding that privilege; and
   
• A proposal to subject to the rule's requirements individuals within a corporation who happen to be licensed by a state bar but who are serving in non-legal capacities and are neither providing nor looked to for legal advice.

In addition, we strongly encourage the Commission to extend the comment period and to allow for informed deliberation regarding the "reporting out" requirements of the proposal, in light of the profound ways in which such requirements are likely to affect the attorney-client relationship and the important trade-offs of competing public policies that underlie the proposal. The American Bar Association and other bar groups have devoted serious thought and attention to these issues, and the Commission ought to have the full benefit of their views and other commentators before reaching any final determination, particularly since the proposed "reporting out" requirements are not called for under the Sarbanes-Oxley Act and are therefore not subject to any statutory deadline for their adoption.

Fidelity would be pleased to provide any further information or respond to any questions that the Commission or the staff may have.

cc: The Honorable Chairman Harvey L. Pitt
The Honorable Paul S. Atkins
The Honorable Roel C. Campos
The Honorable Cynthia A. Glassman
The Honorable Harvey J. Goldschmid
Paul F. Roye, Director, Division of Investment Management