MEMORANDUM

TO:	Public Comment File No. S7-27-03
FROM:	Penelope W. Saltzman Office of Regulatory Policy Division of Investment Management ("IM")
DATE:	February 5, 2004

On January 27, 2004, Ann Bergin and Carol Jameson of The Depository Trust & Clearing Corporation ("DTCC") met with staff members of the U.S. Securities and Exchange Commission to discuss certain issues relating to the Commission's proposed rule amendments concerning the pricing of investment company ("fund") shares in Investment Company Release No. 26288 (Dec. 11, 2003). The following Commission staff members attended the meeting: Robert Plaze, Associate Director, IM; Hunter Jones, Assistant Director, IM; Penelope Saltzman, Senior Counsel, IM; Adam Glazer, Attorney, IM; Larry Bergmann, Associate Director, Division of Market Regulation ("MR"); and Susan Petersen, Special Counsel, MR.

DTCC is the holding company for the National Securities Clearing Corporation ("NSCC"), a registered clearing agency. NSCC operates Fund/SERV, an automated system for processing order information for the purchase and redemption of fund shares.

DTCC representatives and Commission staff discussed issues concerning technical changes to the Fund/SERV system that may be appropriate in connection with the proposed rule amendments. DTCC representatives noted that since the meeting on December 17, 2003, they had met with representatives of the entities that use the Fund/SERV system. They commented that DTCC expects to be able to institute a time-stamp system for incoming files, but that it will be difficult to determine the appropriate size of system capacities before a final rule is adopted.