MEMORANDUM

On January 7, 2003, Paul Roye, Barry Miller, Brian Bullard, Sam Burke, David Fredrickson, Susan Nash, Paul Cellupica, Rick Sennett and Adeel Jivraj participated in a meeting with representatives from PricewaterhouseCoopers LLP, Ernst & Young LLP, Deloitte & Touche LLP, and KPMG LLP. The representatives included Steven Buller, Chip Von Eiff, Art Tollefson, Ed Coulson, Ken Robins, Darryl Briley, John Capone, Brian Gallagher, Dale Thompson and Scott Bayless (the "Big Four Representatives"). Comments were made with respect to the Commission's proposed rules on strengthening the independence of auditors. The discussion was focused on various aspects of the proposed rules and included partner rotation, audit committee pre-approval of services, communications with audit committees, disclosure of audit fees and their application to investment companies. The Big Four Representatives indicated they would follow up with formal written comments.