MEMORANDUM

On November 22, 2002, Commissioner Paul S. Atkins met with Matt Fink (Investment Company Institute - President), Craig Tyle (Investment Company Institute - General Counsel), Terry Glenn (Merrill Lynch), Paul Haaga (Capital Research & Management), William Lyons (American Century Investments), Tom Putnam (Fenimore Asset Management) and David Weinstein (Fidelity Investments). They discussed the Investment Company Institute's forthcoming comment letter on the above-referenced matter, noting their opposition to the proposal that registered management investment companies file with the U.S. Securities and Exchange Commission and make available to their shareholders the specific proxy votes that they cast in shareholder meetings of issuers of portfolio securities. They indicated that they believe the proposal would be unduly burdensome and pose unnecessary costs upon registered investment companies without providing substantial benefit to their shareholders. In addition they noted that similar requirements are not imposed upon other institutional investors, such as pension funds.