[Senate Hearing 105-770]
[From the U.S. Government Publishing Office]


                                                        S. Hrg. 105-770


 
                   THE YEAR 2000 TECHNOLOGY PROBLEM:
                       PENSIONS AND MUTUAL FUNDS

=======================================================================

                                HEARING

                               before the

                        SPECIAL COMMITTEE ON THE
                      YEAR 2000 TECHNOLOGY PROBLEM
                          UNITED STATES SENATE

                       ONE HUNDRED FIFTH CONGRESS

                             SECOND SESSION

                                   on

 THE READINESS OF THE SECURITIES INDUSTRY FOR THE YEAR 2000 TECHNOLOGY 
                                PROBLEM

                               __________

                           SEPTEMBER 17, 1998

                               __________

                  Printed for the use of the Committee


 Available via the World Wide Web: http://www.access.gpo.gov/congress/
                                 senate


                     U.S. GOVERNMENT PRINTING OFFICE
51-128 cc                    WASHINGTON : 1998


_______________________________________________________________________
 For sale by the Superintendent of Documents, U.S. Government Printing 
                                 Office
                          Washington, DC 20402





                        SPECIAL COMMITTEE ON THE
                      YEAR 2000 TECHNOLOGY PROBLEM

         [Created by S. Res. 208, 105th Cong., 2d Sess. (1998)]

                   ROBERT F. BENNETT, Utah, Chairman
JON KYL, Arizona                     CHRISTOPHER J. DODD, Connecticut,
GORDON SMITH, Oregon                   Vice Chairman
SUSAN M. COLLINS, Maine              JEFF BINGAMAN, New Mexico
TED STEVENS, Alaska, Ex Officio      DANIEL PATRICK MOYNIHAN, New York
                                     ROBERT C. BYRD, West Virginia, Ex 
                                         Officio
                    Robert Cresanti, Staff Director
              T.M. (Wilke) Green, Minority Staff Director

                                  (ii)


                            C O N T E N T S

                                 ------                                

                 OPENING STATEMENT BY COMMITTEE MEMBER

Robert F. Bennett, a U.S. Senator From Utah, Chairman, Special 
  Committee on the Year 2000 Technology Problem..................     1

                    CHRONOLOGICAL ORDER OF WITNESSES

Laura S. Unger, Commissioner, Securities and Exchange Commission.     4
Alan D. Lebowitz, Deputy Assistant Secretary for Program 
  Operations, Pension and Welfare Benefits Administration........     6
Matthew Fink, president, Investment Company Institute............    15
Don Kittell, executive vice president, Securities Industry 
  Association....................................................    17
Eugene F. Maloney, trustee, senior vice president and corporate 
  counsel, Federated Investors...................................    19
Jim Wolf, executive vice president, TIAA-CREF....................    28
Vincent P. Brown, assistant executive officer, Financial 
  Administrative Services, California Public Employees' 
  Retirement System..............................................    29
Bert E. McConnell, senior vice president, Fidelity Investments...    31
John R. Towers, executive vice president and chief of Global 
  Opportunities, State Street Corp...............................    33
Thomas M. Rowland, senior vice president, Capital Group 
  Companies, Inc.................................................    34
Michael A. Waterford, group vice president, DST Systems, Inc.....    36

                                APPENDIX
              Alphabetical Listing and Material Submitted

Bennett, Hon. Robert F.:
    Opening statement............................................     1
    Prepared statement...........................................    49
Brown, Vincent P.:
    Statment.....................................................    29
    Prepared statement...........................................    50
    Responses to questions submitted by Chairman Bennett.........    54
Collins, Hon. Susan M.: Prepared statement.......................    57
Dodd, Hon. Christopher J.: Prepared statement....................    57
Fink, Matthew:
    Statement....................................................    15
    Prepared statement...........................................    58
    Responses to questions submitted by Chairman Bennett.........    96
Kittell, Don:
    Statement....................................................    17
    Prepared statement...........................................   101
    Responses to questions submitted by Chairman Bennett.........   105
Lebowitz, Alan D.:
    Statement....................................................     6
    Prepared statement...........................................   106
    Responses to questions submitted by Chairman Bennett.........   108
Maloney, Eugene F.:
    Statement....................................................    19
    Prepared statement...........................................   109
    Responses to questions submitted by Chairman Bennett.........   111
McConnell, Bert E.:
    Statement....................................................    31
    Prepared statement...........................................   113
    Responses to questions submitted by Chairman Bennett.........   115
Moynihan, Hon. Daniel Patrick: Prepared statement................   117
Rowland, Thomas M.:
    Statement....................................................    34
    Prepared statement...........................................   118
    Responses to questions submitted by Chairman Bennett.........   123
Towers, John R.:
    Statement....................................................    33
    Prepared statement...........................................   125
    Responses to questions submitted by Chairman Bennett.........   128
Unger, Hon. Laura S.:
    Statement....................................................     4
    Prepared statement...........................................   132
    Responses to questions submitted by Chairman Bennett.........   137
Waterford, Michael A.:
    Statement....................................................    36
    Prepared statement...........................................   139
    Responses to questions submitted by Chairman Bennett.........   144
Wolk, Jim:
    Statement....................................................    28
    Prepared statement...........................................   146
    Responses to questions submitted by Chairman Bennett.........   148


      THE YEAR 2000 TECHNOLOGY PROBLEM: PENSIONS AND MUTUAL FUNDS

                              ----------                              


                      THURSDAY, SEPTEMBER 17, 1998

                               U.S. Senate,
                 Special Committee on the Year 2000
                                        Technology Problem,
                                                    Washington, DC.
    The committee met, pursuant to notice, at 9:31 a.m., in 
room SD-192, Dirksen Senate Office Building, Hon. Robert F. 
Bennett, (chairman of the committee), presiding.
    Present: Senators Bennett, Collins, Dodd, Bingaman, and 
Moynihan.

  OPENING STATEMENT OF HON. ROBERT F. BENNETT, A U.S. SENATOR 
    FROM UTAH, CHAIRMAN, SPECIAL COMMITTEE ON THE YEAR 2000 
                       TECHNOLOGY PROBLEM

    Chairman Bennett. The committee will come to order.
    Good morning to everyone. We welcome you to the seventh 
hearing of the Senate Special Committee on the Year 2000 
Technology Problem. We may be a new committee, but we are 
running up a very rapid total of hearings, and I think that is 
appropriate, given the fact that there is a clear time problem 
connected with the challenge that we are facing.
    We are going to spend the next few hours exploring the Year 
2000 readiness of the securities industry. Particularly, we 
will focus on the topics of pensions and mutual funds. Those 
who followed this issue for the last year and a half know that 
I first became concerned about it in my role as chairman of the 
Senate Banking Committee Subcommittee on Financial Services and 
Technology. And through a series of hearings on that 
subcommittee, I have come to understand that the Year 2000 
problem creates serious risks for participants in the financial 
services industry--from bank customers who want to make sure 
they can access their ATM accounts to investors in the stock 
market who want to be sure that the companies in which they put 
their money have got solutions to the companies' Y2K problems.
    I have come to understand over the past year just how 
important it is for customers and investors to get useful 
information about the Year 2000 technology problem, 
particularly with regard to the readiness of companies with 
which they do business and in which they invest.
    Over the past year, I have worked with the SEC, Chairman 
Levitt and Ms. Unger, on this whole question of disclosure. We 
have worked together to develop enhanced disclosure rules to 
try to ensure that investors get that information, and the SEC 
released their revised rules in July. I am looking forward to 
seeing more meaningful disclosures as a result of those rules 
in the coming months.
    In considering the subject for today's hearings, Senator 
Moynihan and I have chosen to focus on pensions and mutual 
funds because they are the primary vehicles through which most 
Americans access the stock market. Over 84 million Americans 
participate in pension plans. The Department of Labor reports 
that of the $3.6 trillion in assets held by private pension 
plans, nearly half of those funds are invested in equities.
    Over the past decades, Americans have directed increasing 
amounts of their discretionary investments to the stock market, 
particularly funds accumulated for long-term investment goals, 
such as college or retirement. Since 1991, individuals have 
funneled $1.1 trillion into stock mutual funds, and that amount 
has been increasing at the rate of $21 billion a month.
    Americans have made these investments largely because the 
stock market historically has outperformed other more secure 
investments, leading many investment advisors to recommend that 
funds accumulated for long-term goals should be invested in 
equities. Investment advisors have also encouraged small 
investors to invest in mutual funds rather than stocks of 
individual companies because pooling funds in an investment 
company can allow for greater diversification and, therefore, 
reduced risk.
    Pension and mutual funds are investment vehicles over which 
most Americans have little day-to-day control. Individual 
investors rely on fund managers to research and analyze 
portfolio companies as they make investment decisions. Those 
managers, therefore, have a high fiduciary duty under the law 
to make investments that are in the best interests of the 
underlying investor. But it remains unclear whether, and to 
what extent, fund managers are considering the Year 2000 
problems as they decide what to buy, sell, or hold on equity 
investment and whether the fund managers are getting the 
information that they need to make informed judgments--if they 
do decide to focus on them.
    It is important for investors in these funds to feel 
confident that the managers of their pension funds and 
investment companies are taking the necessary steps to secure 
their investment against the Year 2000 problem. If we cannot 
get that confidence into the marketplace, individual investors 
will start to move available funds from the stock market in 
anticipation of the century date change, and that movement of 
funds could have a dramatic impact on the world markets and the 
global economy.
    I have said over and over again in these hearings that we 
are not Chicken Little, and we do not want to support the 
notion that the sky is, indeed, falling. If investors lose 
confidence in the money managers over the issue of the Year 
2000, the sky may not fall, but the Dow certainly will.
    First, what are participants in the pension and mutual fund 
industry doing to prepare their own systems to ensure that all 
essential operations, such as access to funds and 
recordkeeping, will continue without interruption after the 
century date change? In other words, we are looking, first, 
inside the industry itself to make sure that it does not have 
any Year 2000 problems.
    In order to preserve confidence in this sector, it is 
important for pension beneficiaries to know that their checks 
will arrive on time, just as mutual fund holders need to know 
that their accounts will be managed without interruption and 
their balances will be kept with clarity, so that they can be 
tracked and not lost in cyberspace somewhere.
    Second, what steps are industry participants taking to 
avoid investing customer funds in companies where there are 
serious questions about Year 2000 readiness? That is a more 
difficult question to answer, but its difficulty does not mean 
we should not try.
    Are fund managers getting the information they need in 
order to make informed judgments on this issue? There is no 
such thing as certainty in investing, but it is important to 
know what fund managers are doing in this area, so investors 
can make their own decisions accordingly.
    Now, we will also hear, as part of this examination of what 
is going on in this area, from Don Kittell of the Securities 
Industry Association. The Securities Industry is leading the 
way in that they have conducted publicly reported tests on how 
well their system will work, and we will hear the results of 
those tests in testimony here this morning.
    Now, before we start with the witnesses, I want to take a 
moment to follow-up on our June 12 utilities hearing. Some who 
follow this issue with us may recall that we were unable to 
determine at that hearing whether the lights will stay on 
because there had been no industrywide Year 2000 assessment.
    I am pleased to report that the North American Electric 
Reliability Council, or NERC, in the obligatory Washington 
acronym, plans to release its industry assessment today. My 
reading of the advance results suggests that there is both good 
news and bad news.
    The good news is that this is the most comprehensive Year 
2000 assessment the committee has seen to date in any industry 
sector and such assessments are needed desperately in every 
industry sector. NERC should be commended for this monumental 
undertaking and for getting the report out in a timely fashion.
    The bad news is that the progress continues to be slow. 
One-third of the electric utility companies have still not 
completed assessment of their computers and imbedded devices. 
That is a task that should have been completed a year ago. The 
hard part--fixing, testing, and implementing--is still yet to 
come. So there is still cause for concern with respect to the 
reliability of the power grid and still no firm and definitive 
answer to the question will the lights stay on. Nevertheless, 
the NERC study represents an excellent starting point from 
which to monitor Year 2000 progress over the next critical 
months, and I assure you that this committee will conduct that 
monitoring activity.
    I also want to say that just because we cannot answer the 
question absolutely affirmatively that the lights will stay on, 
neither should anyone interpret that as an answer affirmatively 
that they will go off. Chicken Little still should stay in the 
coop with respect to this. We are not ready to start giving 
dooms-day scenarios.
    [The prepared statement of Chairman Bennett can be found in 
the appendix.]
    Chairman Bennett. With that report of our previous hearings 
and where we are, let me introduce our first panel for today's 
hearing.
    I will tell you that Senator Moynihan, who has a particular 
interest in this area and has taken the lead on this area in 
the committee, has indicated that he will be here later. Vice 
Chairman Dodd, of course, will be here, and we expect other 
members of the committee to come in as their schedules permit.
    Commissioner Laura Unger has been before both the committee 
and my subcommittee before. Ms. Unger, you are becoming a 
regular on this beat, but we are glad to have you here because 
of your understanding of the issue and your leadership in 
moving the SEC as an active player to help get this problem 
solved.
    Commissioner Unger has spearheaded the SEC's Year 2000 
effort, and her dedication to this topic is evidenced by the 
fact that she interrupted maternity leave in order to testify 
today. I will say, as an aside, that the staff director of this 
committee is perhaps on the most urgent maternity leave. He is 
not with us. His wife is expecting and we expect to hear word 
any time that there is a new Cresanti in the world. But like 
the Year 2000, you cannot be sure. [Laughter.]
    Alan Lebowitz is the Deputy Assistant Secretary for Program 
Operations at the Pension and Welfare Benefits Administration 
in the Labor Department. As I indicated, the Labor Department 
has done a number of studies on this issue which have been 
very, very useful to the committee. And, Mr. Lebowitz, we are 
grateful to you for your willingness to be here.
    So we will hear from these two witnesses in the first panel 
and, Ms. Unger, we will start with you.

   STATEMENT OF LAURA S. UNGER, COMMISSIONER, SECURITIES AND 
                      EXCHANGE COMMISSION

    Ms. Unger. Thank you for your kind introduction, Mr. 
Chairman, and I do think that the Year 2000 will be more than 
an acorn. [Laughter.]
    I am pleased to be here today to testify before the Special 
Committee, on behalf of the Securities and Exchange Commission, 
on matters relating to the Year 2000 technology program.
    Chairman Bennett. Could you get a little bit closer to the 
microphone.
    Ms. Unger. You would think I could get closer than last 
time.
    My testimony focuses on one of America's most successful 
and important businesses, the mutual fund industry, and its 
progress in addressing the Year 2000 challenge. As you well 
know, mutual funds play a key role in the economic life of many 
Americans. Over one-third of U.S. households now own shares of 
mutual funds. These funds have more than $5 trillion in assets, 
over a third of which are estimated to be retirement plan 
assets. Through the efforts of this Special Committee and 
others, most people are aware by now that the world's computer 
systems need to be assessed to ensure that they recognize the 
Year 2000. Mutual funds, and their investment advisors and 
other service providers, like most other securities-related 
enterprises, are heavily dependent upon computer systems.
    The Commission has approached the Year 2000 problem from 
many directions in recognition of the potential for adverse 
consequences to so many investors if funds do not act and act 
soon to address the Year 2000 problem. The Commission has taken 
a number of steps to promote useful disclosure about Year 2000 
issues by mutual funds.
    First, the Commission staff has issued guidance to mutual 
funds regarding their Year 2000 disclosure obligations and 
established a task force to monitor compliance with the 
Commission's disclosure directives. Then, in July 1998, the 
Commission issued an interpretative release on Year 2000 
disclosure requirements that sets forth the considerations that 
the Commission expects mutual funds to address in the Year 2000 
context.
    Over the past 3 months, the Commission's inspection staff 
has conducted nationwide examinations that are focused on Year 
2000 compliance. As of the end of August, our examination staff 
has conducted inspections of mutual funds representing over 
one-third of total fund assets. Thus far, data that we have 
collected show that funds are making progress in addressing 
their Year 2000 problems. Based on this incomplete data, 90 
percent of funds indicate they were taking steps to correct 
their Year 2000 problems, 77 percent of funds have written 
plans to address Year 2000 compliance, and 95 percent of the 
funds have made inventories of all of their computer systems 
affected by the Year 2000 problem.
    To supplement our examination program, the Commission has 
proposed to require that almost all registered investment 
advisors, including mutual fund advisors, report their progress 
on making their systems Year 2000 compliant. The reports would 
be similar to our recently adopted reporting requirements for 
broker dealers and transfer agents. Registered advisors would 
be required to provide information about the readiness of their 
mutual funds for the Year 2000, as well as their own readiness.
    The Commission believes that the proposed Year 2000 reports 
will further encourage advisors and funds to proceed 
expeditiously in preparing for the Year 2000. The Commission 
has proposed to make certain information from the reports 
available to the public on our web site and will use the 
information gathered in the reports, among other things, to 
fulfill congressional requests for information regarding the 
securities industry readiness for the Year 2000 problem.
    The Commission staff intends to use the reporting 
information to obtain a more complete picture of the industry's 
overall Year 2000 preparations and to identify any firm, 
specific problems. Advisors that report questionable or 
inconsistent information will be asked to explain any problems 
that we will find and could be subject to follow-up compliance 
examinations. The Commission expects to take final action on 
this rulemaking by the end of this month.
    The information that the Commission staff has gathered to 
date shows that the mutual fund industry is aware of the 
potential problems that the Year 2000 presents and is preparing 
to meet this challenge in a timely manner. As we approach the 
millennium, the Commission will continue to gather information 
and evaluate the status of the mutual funds industry's 
readiness for the Year 2000. If we find deficiencies, we will 
aggressively address them with the funds and their investment 
advisors, conduct further examinations and, as appropriate, 
bring enforcement actions.
    Thank you.
    [The prepared statement of Ms. Unger can be found in the 
appendix.]
    Chairman Bennett. Thank you very much. Mr. Lebowitz, we 
have been joined by Senator Collins. Would you like to make an 
opening comment? We will ask you to refrain.
    Senator Collins. Thank you very much, Mr. Chairman. I have 
an opening statement, which I will submit for the record in the 
interest of time.
    I served for 5 years in Maine State government as the 
commissioner of Professional and Financial Regulation, and my 
responsibilities included the Securities Division. We did a lot 
of work with investor education, as well as going after some of 
the bad actors in the securities industry. But I must say 
nothing in my experience during those 5 years prepared me for 
the Y2K problem and what its effect might be on our markets and 
the investments of individual people in the State of Maine and 
throughout our Nation.
    I recently participated with the SEC in an excellent 
investor education program through the town meetings that the 
chairman of the SEC has been having, and I look forward to 
talking further with our witnesses. I know the SEC has a lot of 
consumer information on the Internet about what questions 
should be asked by investors, and I look forward to exploring 
that.
    Thank you.
    [The prepared statement of Senator Collins can be found in 
the appendix.]
    Chairman Bennett. Thank you very much.
    Mr. Lebowitz, now, please.

 STATEMENT OF ALAN D. LEBOWITZ, DEPUTY ASSISTANT SECRETARY FOR 
PROGRAM OPERATIONS, PENSION AND WELFARE BENEFITS ADMINISTRATION

    Mr. Lebowitz. Good morning, Mr. Chairman and members of the 
committee. Thank you for the opportunity to testify about the 
steps that the Pension and Welfare Benefits Administration is 
taking under the Employee Retirement Income Security Act to 
assist employers and others responsible for managing employee 
benefit plans in addressing the Year 2000 problem.
    I am Alan D. Lebowitz, Deputy Assistant Secretary for 
Program Operations at PWBA.
    We are the agency within the Department of Labor that is 
responsible for administering and enforcing ERISA, which is the 
primary Federal statute that governs employment-based pension 
and welfare benefit plans. ERISA establishes comprehensive 
fiduciary standards to govern the conduct of those responsible 
for management and administration of employee benefit plans.
    Among other things, a plan fiduciary must discharge his or 
her duties, with respect to a plan, solely in the interests of 
the plan's participants and beneficiaries. In addition, the 
plan fiduciary must discharge those duties with the skill, 
care, prudence, and diligence under the circumstances then 
prevailing that a prudent person acting in a like capacity and 
familiar with such matters would use in the conduct of an 
enterprise of like character and with like aims.
    A fiduciary's failure to comply with ERISA's fiduciary 
responsibility provisions may result in personal liability for 
losses incurred by a plan or its participants and 
beneficiaries. In accordance with these standards, plan 
fiduciaries, such as administrators, trustees, and investment 
advisors and managers, are responsible for ensuring that plans, 
and their participants, and beneficiaries are protected. Such 
protection includes the establishment and implementation of a 
prudent procedure for ensuring that the plan's own computers 
and, to the extent possible, those of plan service providers 
are Year 2000 compliant.
    Because the Year 2000 problem could have a substantial 
impact on plan investments, benefit payments, and other 
essential plan operations, plan fiduciaries are responsible for 
establishing and implementing a strategy to evaluate and ensure 
Y2K compliance. Given the complex and technological nature of 
this problem, plan fiduciaries may need to hire competent 
outside consultants and experts to inventory, review, assess, 
convert and test the computer systems relating to the plan.
    The plan's fiduciary selection of Y2K service providers is 
itself subject to the same fiduciary considerations as the 
selection of other plan service providers. In addition to 
addressing the Year 2000 problem as it relates to computer 
systems under their control, fiduciaries have an obligation to 
determine whether the plan's critical operations will be 
endangered by the systems of individuals and organizations that 
provide services to plans, such as third-party administrators. 
In this regard, fiduciaries are responsible for obtaining 
information sufficient to evaluate the Year 2000 compliance of 
all of the plan's existing service providers and determining 
what action is appropriate to ensure that the interests of the 
plan, and its participants and beneficiaries are protected.
    In addition, when selecting service providers, fiduciaries 
should include Year 2000 compliance among the most important 
factors to be considered. The plan fiduciary is also 
responsible for monitoring service provider operations to 
assure ongoing compliance with Year 2000 issues.
    PWBA has implemented a comprehensive national outreach 
program to help fiduciaries responsible for the over 700,000 
pension plans and more than 4.5 million other employee benefit 
plans offered by America's private-sector employers to be 
prepared as they can be to address the Year 2000 issue. We have 
issued two national alerts to the employee benefit community 
warning about the Year 2000 problem and calling for immediate 
action.
    We have developed an extensive question and answer brochure 
designed to give employers and other plan officials an 
understandable explanation of how the Y2K problem impacts their 
plans. We have posted all of this material on our web site, and 
it is available through our 800 line.
    We have provided technical assistance to hundreds of people 
who have called following up on those issuances. Our senior 
officials have engaged and will continue to engage in a 
grassroots education campaign to raise the fiduciary 
implications of the Year 2000 problem in speeches, lectures, 
and other presentations to groups of plan sponsors, 
professionals, actuaries, accountants, attorneys, investment 
advisors and managers.
    We have participated with the AICPA in their development of 
an Audit Risk Alert relating to employee benefit plan audits, 
and our investigators have been, for some time, reviewing the 
Year 2000 problem with plans as in the ordinary course of 
conducting examinations and investigations.
    Just as with the selection of service providers, 
fiduciaries of plans must also consider Year 2000 preparedness 
in selecting investments and assessing their current 
portfolios. The obligation to consider Year 2000 compliance is 
especially important for employers providing retirement 
benefits through 401(k) plans. Over 25 million American workers 
are active participants in 401(k) plans. Workers who 
participate in these plans contribute part of their salary 
toward their retirement savings and may, in many instances, 
assume responsibility for directing their own investments from 
investment options selected by the plan fiduciary.
    We strongly encourage plan administrators to disclose to 
their participants and beneficiaries the extent of the plan's 
Year 2000 preparedness and the steps they are taking to ensure 
that the issue does not interrupt the operation of the plan or 
participants' and beneficiaries' access to their accounts. In 
addition, because information regarding Year 2000 compliance 
may be necessary to make informed investment decisions, 
participants and beneficiaries in 401(k) plans who have the 
responsibility for directing their own investments should 
consider the Year 2000 issues when determining how to invest 
their retirement assets.
    Finally, I would like to note that, like the rest of the 
Federal Government, we at PWBA are taking the Year 2000 
situation very seriously, and we are taking appropriate steps 
to make sure that our own systems continue to work correctly 
after December 31, 1999.
    Thank you very much, and I would be happy to respond to any 
questions that you or any member of the committee might have.
    [The prepared statement of Mr. Lebowitz can be found in the 
appendix.]
    Chairman Bennett. Thank you. We appreciate it.
    We have asked all of the witnesses to keep their opening 
statements very short because we want to, frankly, have the 
witnesses interact with each other. We will learn more from 
them in the questioning period. We can read the formal 
statements and, in both instances, your statements submitted to 
the committee in advance of the hearing will be included in the 
record as if fully read.
    Ms. Unger, the staff of this committee, conversing with 
people in the investing world, have had conversations in 
confidence with individuals who assert that a very high 
percentage of the Year 2000 disclosures that are filed pursuant 
to the SEC requirements are either misleading, incomplete, or 
outright wrong. The argument goes that a company has more risk 
in exposing Y2K problems than it does in keeping them hidden 
because, at this time, there is an independent auditing in 
place to challenge Y2K statements and no fines for 
misstatement.
    I would like to have your comment on those allegations that 
we are receiving, put them on the table and let you react to 
them.
    Ms. Unger. Are you talking about the companies that mutual 
funds invest in or mutual fund----
    Chairman Bennett. I am talking about companies who respond 
to the SEC requirements for disclosure in a formal way to all 
investors that might look at those responses.
    Ms. Unger. I think the last time I was here we did 
acknowledge the fact that the disclosure was not what we had 
hoped it would be based on our last survey and the task force 
analysis of the statements that they reviewed, the filings that 
were reviewed, and that led us to the actual Commission's 
interpreted release in July, the end of July, actually. It is 
our hope and belief that the next set of filings that are due, 
which are actually due soon, will reflect more disclosure and 
better disclosure based on the enhanced guidance that we put 
out in the interpretative release that was published in July.
    Chairman Bennett. It is the committee's hope that that will 
be the case, and we are delighted that you produced this 
additional requirement in July.
    Ms. Unger. I would like to add to that.
    Chairman Bennett. Sure.
    Ms. Unger. If at the time that I think there is an intent 
to review the new set of filings to see how the interpretation 
has had an impact, and if you would like our staff or me to sit 
down with you and/or your staff to review those and see exactly 
how we are doing, we would be happy to do that.
    Chairman Bennett. I am sure that we will do that. What 
actions would the SEC be prepared to take against a company 
that files a misleading report?
    Ms. Unger. I think the difficulty with a misleading report 
is finding out that it is misleading. We would hate to wait 
until the Year 2000 to bring an enforcement case because by 
then it would be virtually meaningless. What we would like to 
do is, and which will be easier in the areas where we have 
actual Y2K reports due, such as the one I described in the 
testimony and the one that I described last time I was here for 
the broker dealers and transfer agents.
    If the information in those reports are misleading or the 
reports are not filed, then we have the basis for an action. 
The way we could bring an action for misleading statements 
prior to the Year 2000 would be if there were other statements 
made in the public by representatives of that company that were 
inconsistent with the statements that were filed with the 
Commission.
    So we are on the lookout for that, and I do think we find 
that it would be important--and enforcement is definitely 
focused on this issue--to bring cases now, so that we can 
emphasize how important we believe this issue is and that the 
best disclosure possible is made by companies.
    Chairman Bennett. I think it is important that companies 
understand that there will be a consequence if they file a 
misleading or an incomplete report rather than just leaving it 
on the honor code and say we hope everybody does it right, but 
if they do not, nothing will happen to them.
    Now, you have testified that the mutual funds you have 
examined to date, and I understand that is about a third of the 
assets held in mutual funds, only 1 percent have failed to 
prepare a written plan and conduct an inventory of their 
systems. There are still two-thirds out there. That 1 percent 
number may grow. What action do you plan to take against that 1 
percent or others that you identify in future examinations?
    Ms. Unger. Well, we do have this filing requirement that we 
hope to have finalized by the end of this month that will 
require investment advisors to file reports with the Commission 
about their Year 2000 preparedness. That will enable us to go 
out in the examination process and target those filings or the 
issuers, rather the fund complexes and advisors whose filings 
that we think show that there is a problem with their Year 2000 
preparations. So that will enable us to focus our resources 
most effectively prospectively.
    I do believe we intend to visit the other two-thirds 
independently, but I believe that the most effective--and I am 
not sure about that--but I do know the intent is to take the 
reports and to analyze the information and then visit the funds 
or the advisors that do have problems based on the reports--or 
that appear to have problems.
    Chairman Bennett. Thank you.
    Mr. Lebowitz, you have given us in your testimony a heavy 
emphasis on the oversight and outreach that the Pension and 
Welfare Benefits Administration is conducting on the 
operational side of pension fund management--the accounting 
systems, payment systems and so on--and you spoke about your 
own internal efforts to be Y2K ready. Could you give us more 
detail on how you are guiding and leading pension fund 
fiduciaries to be on the lookout for Y2K problems in their 
investment decisions.
    Mr. Lebowitz. Mr. Chairman, to a large extent, pension 
plans are really customers, in a sense, of others who provide 
data to them. So the extent to which a pension plan may be 
exposed to Year 2000 problems is, in many cases, almost 
entirely dependent upon how successful others are in getting 
their systems fixed. For instance, the plan may have some 
internal systems for cutting checks and paying benefits to 
individuals, but to determine who is eligible, they are 
completely dependent on information from employers. Their 
investment information may be held by brokers, and banks, and 
insurance companies and investment managers.
    So what we have concentrated on in our outreach efforts is 
to lay out for plan administrators and plan fiduciaries an 
approach to asking the right questions of all of those with 
whom they deal, so they can, for themselves, come to a 
conclusion about the extent to which they are vulnerable and 
the extent to which they may need to make decisions like 
changing investment managers, changing bank trustees, getting a 
different third-party administrator to do the day-to-day 
bookkeeping and, to the degree necessary, of course, to look 
internally at their own systems to see how they all integrate 
together.
    Chairman Bennett. You trigger a memory. I once served on 
the board of a pension fund. It was made very clear to me, when 
I was recruited for the board, that I would have nothing to do 
with investment decisions; that all I would do would be to hire 
the manager, who would make those decisions. So I think you are 
right in that it is the responsibility of the board, and I hope 
you are helping them remember that responsibility, to ask this 
question of the investment advisors.
    Mr. Lebowitz. Right.
    Chairman Bennett. Senator Collins.
    Senator Collins. Thank you, Mr. Chairman.
    Mr. Lebowitz, in your testimony you stated that your agency 
strongly encourages plan administrators to disclose to their 
participants and beneficiaries the extent of the plan's Year 
2000 preparedness and the steps taken to ensure that the Year 
2000 issue does not interrupt the operation of the plan or 
participants' and beneficiaries' access to their individual 
accounts. Obviously, there could be very serious consequences, 
as far as access to individual accounts, and the operation of 
the plan if the steps are not taken to ensure compliance.
    Why then are you only strongly encouraging plan 
administrators to take these steps? Why are you not requiring 
it? It seems to me it is part of the fiduciary responsibility 
of any plan administrator, given the potential consequences for 
the plan if it is not Y2K compliant.
    Mr. Lebowitz. Well, Senator, the answer to that is, like 
everything in ERISA, a bit complicated. ERISA's disclosure 
rules are quite extensive, but they are relatively fixed in the 
statute, and the discretion that we have to require disclosures 
beyond that which is specifically provided for in the statute 
is quite limited.
    Much of what the statute requires relates to the terms of 
the plan itself. What is the benefit formula? What kind of 
payment do I get? How is my benefit calculated? What are my 
appeal rights if I am not happy with the decision when I file a 
claim, that kind of thing.
    Financial information and operational information is 
disclosed indirectly to participants through the annual report, 
the 5500 report, which, for large plans, is a very significant 
document. This report is not required to be filed with us and 
the Internal Revenue Service until 7\1/2\ months after the end 
of the plan year to which it applies. So we are only now, for 
instance, just receiving annual reports for plan year 1997.
    So the statute really does not provide a very effective 
framework for the types of disclosures, important disclosures, 
that you are talking about. Also, the significance of this 
information to participants may well vary, depending on the 
type of plan. In a 401(k) plan, for instance, the sort I spoke 
about earlier in my testimony, where participants are making 
their own investment decisions, everyone else is relieved of 
fiduciary liability resulting from those decisions.
    If that protection from liability is going to continue to 
apply, participances are going to have to have enough 
information to enable them to make considered, intelligent 
investment decisions. And in that circumstance, the statute and 
our implementing regulations require that participants be given 
enough information, including information about Year 2000 
readiness of those investment choices.
    In other types of plans, traditional pension plans where 
people get a benefit which is a function of salary and years of 
service, the risk really is on the employer because the 
employer, in almost all cases, entirely funds that benefit. So 
the employer is the one who needs the information.
    Senator Collins. In a defined benefit program you are 
talking about.
    Mr. Lebowitz. That is right. This is a long answer to your 
question--but I think the answer is that it does depend on the 
type of plan, but to the extent that individuals have the 
responsibility for making investment decisions, they should 
have enough information to be able to make intelligent 
decisions and to know about the Year 2000 vulnerabilities 
within that context.
    Participants certainly have the right to ask their plan 
administrators, even in a defined benefit plan, what is going 
on? What are you doing to get ready? Am I going to be able to 
count on my benefit check coming every month if I retire next 
year? We encourage people to ask those questions. We encourage 
employers and plan administrators to answer them, and we 
encourage people to come to us if they cannot get satisfactory 
answers to those questions and we will.
    Senator Collins. It seems to me that if you think ERISA is 
not clear on this point, as far as your authority to require 
plan administrators to disclose this information, that you 
should come to Congress and ask us to clarify that. I think 
this is very important. It seems to me that the Department 
would find a plan as not fulfilling its fiduciary obligations 
to the participants and the beneficiaries if it were not taking 
steps to become Y2K compliant and did not disclose that. Would 
you disagree with that?
    Mr. Lebowitz. Well, there is certainly liability under 
ERISA on a plan fiduciary whose responsibility is to see to it 
that the plan continues to be a viable enterprise and who does 
not take those steps that are necessary to deal with this 
problem.
    Whether the participant has a right to detailed information 
about what that fiduciary is doing to bring themselves into 
compliance is going to vary, as I said, from plan to plan.
    Senator Collins. It is interesting because it seems to me 
the SEC has taken a different approach in this area, and I want 
to turn to Commissioner Unger and talk about the question that 
the SEC has put out for investors to ask in assessing a firm's 
compliance with Y2K.
    Could you go through the kinds of questions that the SEC is 
recommending that investors ask of their money managers or 
brokers.
    Ms. Unger. I did know there were eight questions up on the 
web site, but I did not have them with me. However, the person 
that you saw come over----
    Senator Collins. I noticed you had an astute staff.
    Ms. Unger. Yes, I do. When you hear the SEC has wonderful 
staff, it is absolutely true.
    The questions are as follows:
    What is the firm doing to become Y2K compliant?
    How can the investor be satisfied that they really are 
compliant?
    How will the investor be affected if the company is not 
ready?
    Assuming the firm is ready, will the exchange's clearing 
agents and other market participants be ready?
    What provisions does the company have to test the other 
market participants before Year 2000?
    Will the company participate in any industrywide testing?
    What happens if the investor wants to sell in late 1999 or 
early 2000 and the trade cannot be executed? What will the firm 
do?
    Is the research personnel evaluating Y2K compliance as part 
of the decision to recommend a buy or sell?
    How will this affect the investor's interest and/or 
dividend payments?
    Senator Collins. I appreciate your sharing those with us 
because I think they are exactly the kinds of questions that 
need to be asked.
    The SEC, in my judgment, has really done a terrific job on 
investor education, and I really salute the Commission, under 
Arthur Levitt, for making that such a priority. I had 600 
people attend the Investors' Town Meeting sponsored by the SEC 
in Bangor, ME. Unfortunately, the chairman was unable to get 
there because of weather problems, but we hooked him up via the 
phone. This, however, is one issue that we did not touch on, 
and I think we should have, in retrospect, given the potential 
implications.
    Ms. Unger. Actually, I participated in one recently, not 
that recently, about 6 months ago maybe in Boston, and I do not 
think it came up then either. But as we get closer, I do think 
that investors are getting more and more aware, are becoming 
more and more aware of the issue.
    Senator Collins. I would like to suggest to the SEC that 
you modify your town meeting program to have a segment on Y2K 
because I think it is an issue that investors do need some 
preparation on.
    Just one final question, and it is a little bit off the 
issue of pensions, but it does relate to the issues before us 
and that the chairman has raised, and that is the speculation 
that we have heard, that corporations and their filings with 
the SEC have not been as forthcoming as they should be about 
the extent of their Y2K compliance because they fear the impact 
on their stock price.
    Is the SEC doing any sort of spot audit or review to test 
the truthfulness and completeness of the filings on this issue? 
[Chorus of ayes.]
    Ms. Unger. Well, in the area of investment advisors, and 
those reports are not due yet, we will be checking for that. We 
do not inspect issuers, and that is the problem.
    Senator Collins. It is just disclosure?
    Ms. Unger. Exactly, and that has been the problem with this 
whole disclosure issue is that we do not have direct authority 
over issuers other than in the area of disclosure. The reason, 
I believe, that we think--I, personally, at least think--that 
issuers were not as forthcoming as the guidance that we gave 
was staff guidance, and it maybe was not as strong a guidance--
it definitely was not as strong a guidance as the Commission-
interpreted release that we issued at the end of July.
    So I believe with these hearings, and with the public 
attention focused on the issue, and our increased interest and 
willingness to come out with a stronger position on what needs 
to be disclosed that I expect the filings will be much more 
forthcoming on this issue.
    And, again, I said to the chairman, Senator Bennett, that 
we would be happy to sit down and talk about the most recent 
filings and what we have discovered, in terms of improvement, 
as far as disclosures and what we hope to be improvement, when 
those filings come out. So I certainly would extend the same 
offer to you.
    Senator Collins. Thank you, Commissioner, and thank you, 
Mr. Chairman, for your continued leadership in this area.
    Chairman Bennett. Thank you. We have been joined by Senator 
Moynihan. Good morning, sir. The panel is available for your 
witnesses or the committee for your opening statement.
    Senator Moynihan. You are very kind, Mr. Chairman. I am 
late. I am going to have to slip away for a moment to introduce 
the new head of the Bureau of the Census and find out where 
they are on the Y2K. It would be interesting if we found out 
there was nobody in the United States--the computers did not 
work. [Laughter.]
    But I have read your testimony in advance and thank you 
both.
    Chairman Bennett. Thank you very much. Let me ask you the 
unfair question, and I realize it is unfair, but it is the 
unfair question we get asked, so we have to ask you, what is 
your gut feeling about what is going to happen in the Year 
2000? Is this industry going to be ready or not?
    Ms. Unger. Would you like to go first? [Laughter.]
    I will go. I believe that the industry will be ready, more 
or less, and that the more competitive firms will be more ready 
than some of the smaller firms. I think, as much as we push to 
get awareness out there, and disclosure, and enable us to 
better assess the situation, a lot of it has to do with a 
business decision, and I am sure you are more acquainted with 
that than I.
    But in order to be competitive, and in order to be viable, 
and in order to serve customers and continue to have a lively 
and robust market, they are going to make sure the exchanges, 
and the broker dealers, and the broker dealers, and the 
investment advisors, that they are prepared for Year 2000. And 
if there is a way to do it, I think they will find a way to do 
it.
    Chairman Bennett. Thank you very much. Did you want to add 
anything, Mr. Lebowitz, to the----
    Mr. Lebowitz. Just to say that pension plans themselves I 
think will fare very well if there is a lot of information out 
there in the marketplace to enable responsible officials to 
make appropriate decisions. The competitive issues that 
Commissioner Unger is talking about will result in some 
companies to be well prepared and others not. As long as there 
is information out there that plan fiduciaries and investment 
managers can access easily and take into account in making 
decisions about what to do with their assets, who to hire for 
various services, then pension plans will come out of this 
fine. If the information is not reliable or it is not there, 
then they are going to suffer.
    Chairman Bennett. Thank you both. We appreciate your being 
here. I echo the congratulations to the SEC. This is one 
regulatory agency which, from the very beginning, has taken 
this matter very seriously and worked very hard at it.
    We will go to the second panel. We have Matthew Fink, who 
is the president of Investment Company Institute; Don Kittell, 
executive vice president of the Securities Industry 
Association, and I will take note that Mr. Kittell responded to 
our last-minute request for a report on the recent testing in 
the securities industry and, Mr. Kittell, we thank you very 
much for your willingness to do that and be with us.
    Mr. Kittell. Thank you, Senator.
    Chairman Bennett. And Eugene Maloney, who is the trustee, 
senior vice president, and corporate counsel for Federated 
Investors, and he is an expert on the fiduciary 
responsibilities in the context of Year 2000.

   STATEMENT OF MATTHEW FINK, PRESIDENT, INVESTMENT COMPANY 
                           INSTITUTE

    Mr. Fink. Thank you, Mr. Chairman. I would like to say as 
strongly as I can that the mutual fund industry takes this 
issue very seriously. We, frankly, cannot afford to do 
otherwise because the whole future of the mutual fund industry 
is dependent on investor confidence.
    In considering Y2K issues as they relate to the fund 
industry, I think there are three special characteristics that 
ought to be borne in mind.
    First, unlike other American corporations, mutual funds are 
subject to the very stringent requirements of the Investment 
Company Act, which gives a special sense of urgency to Y2K. The 
act requires a mutual fund to determine the price of its shares 
every single business day and to offer an investor the right to 
redeem or sell his or her shares every business day. Other 
companies in the country run the risk of damaging relationships 
with customers because of Y2K. Mutual funds face the normal 
business risk, but also the simultaneous risk of violating 
Federal law, the Investment Company Act, if they do not comply.
    Second, the fund industry has very substantial experience 
dealing with modification of its computer systems. Over the 
years, computer systems in the industry have been changed on a 
regular basis to comply with new legal requirements and to deal 
with new shareholder services. Obviously, Y2K issues present 
unique complexities, but I think that the fund industry, 
because it is so computer dependent and has gone through so 
many computer changes, is relatively well-conditioned to deal 
with the Y2K change.
    Third, the arrival of Y2K will have no impact on the 
protections of the Investment Company Act I mentioned earlier. 
If a mutual fund experiences a Y2K problem, its shareholders 
will be protected by the Investment Company Act. In order to 
explain the efforts that fund organizations are making to 
comply with Y2K, I might try to explain to you the structure of 
the typical mutual fund organization. Because it is a bit 
complicated, I brought a chart with me.
    The mutual fund itself is a pool of assets that has no 
employees of its own. It relies on external entities for 
management. Those entities are the fund's investment advisor, 
who selects portfolio investments for the fund, and the fund's 
principal underwriter, who distributes shares to the public 
directly or to brokers who, in turn, distribute to the public. 
That is why in the center of the diagram we have three 
entities: the mutual fund itself, the advisor, and the 
underwriter.
    Let me turn to outside service providers, if I might. Funds 
have transfer agents who keep records of their shareholders. 
Some of the funds use transfer agents that are affiliated with 
the advisor, but many use independent, third-party transfer 
agents. On the next panel you will be hearing from a leading 
one of those transfer agent, DST.
    Second, funds under the Investment Company Act have to have 
a custodian to hold their assets. You will be hearing from one 
of those custodians, State Street Bank. The diagram also shows 
other service providers like pricing services and brokers.
    Y2K compliance is a very high priority in the industry. 
Funds have dedicated staffs and separate budgets, and provide 
periodic reports to the funds' own boards. The funds are also 
very heavily monitoring the compliance programs of their 
various service providers. In addition, the industry was one of 
the major participants in the very excellent testing that Mr. 
Kittell's organization, the SIA, has undertaken for the whole 
of the securities business.
    We are also keeping the SEC apprised of our efforts, both 
through formal surveys and informally. We are communicating 
with shareholders through SEC-required prospectus disclosure, 
and also voluntarily on web sites and in newsletters. I have 
attached to my written testimony an example of web site and 
newsletter disclosure.
    There are a number of parties looking over our shoulder, in 
addition to the Congress. They include mutual fund directors--
each fund has its own board of directors--other regulators, the 
SEC, and the media are all focusing on the subject. In 
addition, the fund industry is somewhat unique, Mr. Chairman, 
in that we have a captive insurance company, ICI Mutual, who 
writes insurance for about 70 percent of the industry. It is 
particularly underwriting Y2K risks in its normal underwriting, 
and it will either decline coverage or raise premiums or put in 
exceptions if it independently, for its own business reasons, 
finds a Y2K problem with a particular fund.
    Turning to the other subject you raised of fund portfolio 
companies. Many of those companies, if not all, of course, are 
heavily dependent on computers. Therefore, fund advisors, in 
appropriate cases, are reviewing the Y2K compliance system of 
companies in which funds invest by reviewing their official 
disclosure statements, meeting with management, asking a series 
of questions, and considering their portfolio companies' Y2K 
compliance with other factors. You will hear on the next panel 
from three mutual fund groups--Capital, Fidelity, and TIAA-
CREF--about what they are doing specifically.
    I might say, in conclusion, this is one of those efforts 
sometimes too rare, where I think Congress has really been 
leading. I think the efforts of Chairman Bennett and of the 
committee as a whole have helped the SEC, who has done a very 
good job and pushed this area generally.
    Particularly the fund industry would like to thank the 
committee and the SEC for improving disclosure by portfolio 
companies which our advisors need in order to manage their 
funds.
    Thank you for the opportunity to testify.
    [The prepared statement of Mr. Fink can be found in the 
appendix.]
    Chairman Bennett. Thank you, sir. We have been joined by 
Senator Dodd. Do you have an opening statement or comment?
    Vice Chairman Dodd. I would just ask unanimous consent to 
put it in the record, and I apologize to our witnesses on being 
a bit late and to the first panel that I missed, but we will 
just proceed.
    [The prepared statement of Senator Dodd can be found in the 
appendix.]
    Senator Moynihan. Mr. Chairman, could I put my statement in 
the record?
    Chairman Bennett. Yes, of course, without objection in both 
instances.
    [The prepared statement of Senator Moynihan can be found in 
the appendix.]
    Chairman Bennett. Mr. Kittell, we appreciate, as I said, 
your being here and look forward to your telling us what 
happened in the first industrywide test of Y2K that I am aware 
of.

STATEMENT OF DON KITTELL, EXECUTIVE VICE PRESIDENT, SECURITIES 
                      INDUSTRY ASSOCIATION

    Mr. Kittell. Thank you, Senator Bennett. My name is Don 
Kittell, executive vice president of the Securities Industry 
Association.
    The Y2K effort in the securities industry is the largest we 
have ever undertaken, with a cost estimated between $4-and $6 
billion over 4 years. Since 1995, our primary goal has been to 
protect the industry, the financial markets and the investing 
public from the Y2K conversion problem.
    From the beginning, our goals have been to promote 
awareness of Y2K issues to share our experience with 
international financial markets, other industries, and the 
public sector and, most importantly, to fully disclose our 
progress at every checkpoint along the way.
    My principal message today is that, based on our progress 
over the last 3 years and our plan over the next year and a 
half, the securities industry will be ready for the Year 2000, 
and you will not have to take my word for it. The industry will 
demonstrate its readiness next year.
    The cornerstone of all Year 2000 conversion efforts is 
testing. Organizations test their systems. They test their 
interfaces with other organizations they do business with. The 
unique characteristic of the securities industry's testing 
program is that we have brought together the industry's 
exchanges, clearing, settlement organizations and hundreds of 
securities firms in an industrywide test, which simulates 
trading of our major products over the four-day period from 
Wednesday, December 29, 1999, to Monday, January 3, 2000.
    It is important to note that a test on this scale has never 
been attempted before, and for that reason, we determined that 
we needed a test of the test conducted early enough to ensure a 
successful industrywide test in 1999. We call that test of a 
test a beta test, and we completed it in July of this year 
after a year of preparation. Some 28 firms volunteered to 
participate, together with the major exchanges and 
depositories. Those firms represent about 50 percent of the 
trading volume in the U.S. securities markets. The products 
included are all of the major security products ranging from 
equities to fixed-income to futures, options and so on.
    Here is what we learned: First, the beta test participants, 
both the firms, and the exchanges and depositories, came 
through with flying colors.
    Second, but they did so only after significant commitments 
of resources. We found no basis for complacency as a result of 
the beta test.
    Third, for the industrywide test to be successful, all 
participants--300 or 400 firms at one level and more firms at a 
secondary level--must be prepared to make the same commitment 
of resources that the beta test firms did in July. In order to 
manage the large number of firms, we need an extensive 
education program, we need extensive prerequisite testing by 
these firms prior to the industrywide test, we need extensive 
help desk resources at the time of the test, and we need to 
gather the results in ways that are useful to both the 
participants and the regulators who are concerned about 
protection of investors and counterparties.
    Now that the beta test is completed, we are preparing for 
the industrywide test. The first project is October 2, when we 
are holding an industry conference to launch the education 
campaign, and we will follow that with a comprehensive 
pretesting program for the next six months.
    We have expanded the scope of the test to include the 
investment management community, links to market data vendors 
and to payment systems tests conducted by the Federal Reserve 
Bank, the New York Clearinghouse, and international payment 
settlement organizations. We are actively engaged with the 
major international market participants to coordinate cross-
border testing.
    In conclusion, the securities industry is making a huge 
investment to successfully meet this challenge. We believe that 
investment will pay off in three ways. First, our markets will 
function successfully during the millenniumdate change. Our 
goal is to do so with flying colors. Second, our systems will 
have been upgraded with greater functionality and capacity than 
we have ever had before. And, third, we will have developed a 
project management team within the industry to deal with 
industrywide operations and technology projects that go well 
beyond the Year 2000 conversion. That team will serve us well 
in the conversion of the equity markets to decimals in the Year 
2000 and in the conversion from 3-day settlement to 1-day 
settlement by 2002 or 2003. Those latter efforts are in the 
planning stages today.
    We are confident that that investment will preserve the 
leadership position of the U.S. financial markets for years to 
come.
    I would like to thank you, Senator Bennett, and the 
committee for the work you have done in this area and for your 
support of the Year 2000 Information Readiness Disclosure Act. 
Thank you, also, for the opportunity to appear before you 
today.
    [The prepared statement of Mr. Kittell can be found in the 
appendix.]
    Chairman Bennett. Thank you. That is a very good summary 
and both reassuring and sobering to understand how well you 
have done and, at the same time, how much remains to be done.
    Mr. Maloney.

STATEMENT OF EUGENE F. MALONEY, TRUSTEE, SENIOR VICE PRESIDENT 
           AND CORPORATE COUNSEL, FEDERATED INVESTORS

    Mr. Maloney. Good morning, Senator. I am an executive vice 
president and corporate counsel with Federated Investors. I am 
also a member of the board of directors of the firm and a 
member of the executive committee of the firm. For the last 11 
years, I have been a member of the faculty of Boston University 
Law School, where I teach a course in the master's program on 
the trust and securities activities of banks.
    Federated is a New York Stock Exchange listed company 
which, through various subsidiaries, organizes, manages, 
administers and distributes a family of mutual funds used 
primarily by financial intermediaries. As of the close of 
business yesterday, we either managed or had under 
administration assets in excess of $150 billion. A substantial 
majority of the assets in our funds represent investments made 
by corporate fiduciaries acting in either a trustee or ERISA 
capacity.
    Since the beginning of May, our firm has focused 
significant resources on the Y2K issue as it relates to the 
investment management process. At the present time, our 
investment professionals are assembling information from 
primary and secondary sources, which will allow them to apply 
traditional analytical tools to the processes of evaluating 
which securities to buy, sell, or hold, as the case may be, as 
the millennium approaches.
    We have retained counsel skilled in Y2K matters to assist 
us as we move forward. We have also consulted with members of 
the accounting profession, who have experience in reviewing and 
opining on the financial statements of public companies. This 
dimension has been useful and will continue to be such as the 
regulatory agencies, particularly the Securities and Exchange 
Commission, require more forthright disclosure from issuers as 
to Y2K readiness in their public filings.
    Modern portfolio theory operates on the premise that 
everything that is known or knowable about the price of a 
publicly traded security is already fully reflected in its 
price. Professional securities analysts are, thus, largely 
limited to interpreting information in the public domain and 
available to other analysts. This process is just beginning to 
take shape, and we detect a growing awareness on the part of 
the analyst community of the need to broaden their evaluation 
of the securities they follow to include Y2K preparedness in 
the context of the ability of a company to continue as a going 
concern over the millennium. This will require an adjustment of 
sorts on their part in that conventional wisdom holds that the 
price of the security represents the present discounted value 
of its future earnings.
    Until recently, the analyst community had not focused on 
the issue of business risk as it relates to Y2K and were 
content with the vague statements of many issuers as to 
expenses incurred to date and their self-evaluation of their 
Y2K readiness. I expect this to change dramatically as issuers 
begin to comply with the disclosures requirement by the 
Securities and Exchange Commission in their recent release.
    Working with counsel, we have written to the majority of 
companies whose equity or fixed income securities are owned by 
the funds we manage. In the domestic equity area, for example, 
to date, we have received a 23 percent response rate, the 
quality of which is very uneven. Follow-up mailings have been 
made to those companies or issuers which did not respond to the 
initial mailing. A Y2K file has been opened on each security we 
own, and our analysts have the responsibility of tracking 
issuer readiness as we go forward.
    Each of our investment areas has a Y2K coordinator and all 
activities relating to Y2K readiness of issuers or efforts made 
to increase our understanding of Y2K and its impact on the 
capital markets is documented in the central file.
    Many articles are starting to appear which predict a global 
technology winner. While some level of turmoil is to be 
expected, we are of the view that it will be temporary in 
nature. No credible source has predicted a permanent impairment 
in the value of the securities of publicly traded companies, 
either as a group or by industry. There will be issuer risk, 
however, and it is our view that the market will soon start to 
identify those companies who have been remiss in addressing the 
Y2K issue.
    Fiduciary investment is a process of balancing risks, using 
professional judgment to weigh information available. We have 
no reason to believe that this approach will not work relative 
to which securities to buy, sell, or hold, based on our 
evaluating the impact Y2K will have on share prices. We do not 
feel that additional legislation is needed to protect the 
interests of mutual fund shareholders, be they plan 
participants, trustee beneficiaries, or individual investors. 
For example, under the standards articulated in ERISA, a 
prudent portfolio manager is already required to evaluate risk 
in the portfolio. Y2K issues are simply an element of risk that 
a prudent portfolio manager should analyze as part of the 
existing prudent man standard of ERISA.
    Thank you, Senator.
    [The prepared statement of Mr. Maloney can be found in the 
appendix.]
    Chairman Bennett. Thank you very much, all of you.
    Mr. Maloney, I am troubled by what you are saying. I think 
everything you say is accurate, but as they say, that does not 
make it any less troubling. You say analysts are just beginning 
to assess Y2K risk.
    Mr. Maloney. Yes.
    Chairman Bennett. Senator Dodd knows that we held hearings 
on this subject in the subcommittee of the Banking Committee 
almost a year ago on why analysts should pay attention to Y2K 
risks and, quite frankly, we were ridiculed, maybe not publicly 
because a lot of people do not like to publicly ridicule a U.S. 
Senator unless he is running for re-election. [Laughter.]
    And both of us are, so I guess we are fair game.
    Vice Chairman Dodd. We are used to it.
    Chairman Bennett. We are used to it. [Laughter.]
    But privately, as I would hold conversations with people on 
Wall Street, they would say things to me like, ``We have a rule 
of thumb that says whenever there are two web sites on an issue 
that means the issue has been fully aired and the market has 
automatically discounted everything that is on the web site. 
And since there are dozens of web sites on Y2K, that means the 
analysts already know everything there is to know, and Y2K will 
hit the world like a serious snowstorm. It will shut things 
down for a day or two and then everything will be fine.''
    My reaction the first time I heard that was, ``You have not 
been following. You do not understand what we are talking 
about,'' and I later added to that the comment, ``Snow melts of 
its own accord. This problem is not going to go away of its own 
accord. It is going to require enormous resources.''
    Mr. Kittell, I think, has pointed out the truth of another 
facetious statement that I have made, ``The way to solve the 
Y2K problem is very easy, just start in 1994, and you will have 
it under control.'' And there are many companies that did not 
start in 1994 or 1995 or 1996, who are just getting started and 
I, as an investor, would not want to put my money in a company 
that has been lax in its own computer systems or that does not 
realize that in today's global economy, in the food chain of 
just-in-time inventories and deliveries, the company could have 
all of its own computers under control and still be vulnerable 
to serious Y2K disruptions.
    Every time I have this conversation with an analyst or with 
somebody who considers himself a professional in this area, he 
always says, ``Oh, well, you are just paying attention to those 
Chicken Littles on the web sites that we ignore because the 
herd mentality * * *'' and these are not their words, these are 
mine put into their mouths ``* * * the herd mentality of 
conventional wisdom says this is not a big deal.''
    In your written testimony you say that, as of May of this 
year, ``it was clear that the analyst community had not focused 
on the issue of business risk as it relates to Y2K.'' Now in 
your testimony here you say that they are just beginning to 
focus.
    Mr. Maloney. Correct.
    Chairman Bennett. Am I completely out on a limb here being 
concerned that the analysts are behind the curve on this and 
may very well catch up to it too late and then we get the 
Chicken Little syndrome among them?
    Mr. Maloney. My involvement in this issue, Senator, was 
random. As I mentioned to you when we exchanged greetings 
earlier, I thought Y2K was a rock group up until early this 
year. [Laughter.]
    Our IT people came----
    Vice Chairman Dodd. It may also be a rock group. 
[Laughter.]
    Chairman Bennett. Yes.
    Mr. Maloney. As a matter of fact, our IT people came in my 
office the other day and took my computer because I did not 
know how to turn it on.
    I got involved in this for the simple reason that we 
received a letter from a trust client on the West Coast in 
early spring asking us to recite for them what we were doing 
from a portfolio management standpoint to get ready for Y2K, 
and if they were not satisfied with the response that we gave 
to them, they were going to ``go to all cash over the 
millennium,'' the very thing you mentioned in your opening 
remarks.
    Well, as a director of the firm and someone who has been 
there 26 years, we take a great deal of pride in responding to 
concerns from our clients. So I, basically, went to school on 
the subject, knew nothing about it. And I have been through the 
early process of going to the various seminars, where you come 
away scared and personally threatened by something you really 
do not completely understand, and I decided I had to dump all 
of the personal emotional baggage over the side and figure out 
what, as a company, we were going to do to deal with this and 
then communicate.
    So I went to New York. I started calling analysts I knew 
asking the kinds of provocative questions that you have been 
asking and then, quite frankly, evaluating their answers. And 
the answers I got, personally, were not, in my opinion, 
satisfactory. It was blown off as the kind of temporary 
phenomenon you described, and it was not going to cost very 
much money and, oh, by the way, to prove that I started to get 
copies of 10Ks, filings by public companies, where there was 
Y2K disclosure, and it was pap. There is no way you could make 
an informed investment decision to buy, sell, or hold based on 
that stuff. Moreover, the numbers were pathetically low, based 
on the kinds of information I was getting from our investment 
experts. So that was the reason for my comment in my written 
remarks. I did not think, at that point in time, that the 
analysts fully understood the dimensions of Y2K.
    I then invited our local auditors out to breakfast because 
that is the second leg of the stool, disclosure. And I said, 
``Are you looking at Y2K from a business risk standpoint?'' and 
the answer I got was, ``You are not pinning this one on us. We 
cannot get our arms around it from a business risk standpoint, 
so how do you expect us to opine?'' There is the second leg of 
the disclosure triumvirate that an analyst, that we would use 
to make the decision to buy, sell, or hold.
    And, last, of course, you have the lawyers, always the 
lawyers. The lawyers would tell you anything you put in writing 
is going to wind up in a courtroom, so do not say anything. So 
what you have essentially done is cut off the information flow 
that an investment professional would use to make the 
appropriate evaluation to buy, sell, or hold a security.
    We now just see the analysts starting to look at Y2K from a 
business risk standpoint. It is our opinion that the recent 
release by the Securities and Exchange Commission, the fruits 
of which we think we will see in the next anniversary of 
financial statements, will now start to have the kind of 
disclosure that we can use to apply traditional analytical 
tools to the investment management process. Our message to our 
clients is the best way to ameliorate risk is through a broadly 
diversified portfolio of securities and what better way to do 
that than the use of a mutual fund.
    What we have also done, just because of the nature of our 
client base, we have enlisted the assistance of John Langbein 
from Yale University Law School. A piece by Professor Langbein 
is in my written submission. He is the author of the Prudent 
Investor Act. His first take on Y2K and, of course, he has an 
opinion on everything, was this is just a variation on a 
familiar theme. It is risk management, albeit a unique risk.
    Chairman Bennett. Thank you for sharing that with us. You 
have encapsulated in a relatively short 6-month period what 
Senator Dodd and I have been going through for a year and a 
half. We came to the same sense of frustration and 
determination that the analyst community, frankly, did not have 
a clue about the time you were getting into it.
    I do have friends whose judgment I trust, who have told me 
absolutely they are out of the market, and they are going to 
stay out of the market until they can get the kind of 
information that you are talking about. I talked to one of them 
just this week. He said, ``I got out of the market in 
January.'' He said, ``It was Y2K concerns that caused me to do 
it,'' and he says, ``Frankly, the return on the bonds that I 
purchased, compared to the Dow, I have done better than if I 
had stayed in the market,'' and I do not think Y2K had anything 
to do with it.
    But, yes, if we are going to have informed investors, we 
have to have that information flow, and you have very carefully 
and accurately summarized the three blockages that impede 
information from coming forward.
    Vice Chairman Dodd.
    Vice Chairman Dodd. Thank you, Mr. Chairman. The chairman, 
I think, has identified appropriately the concerns that we all 
have, and I appreciate immensely your testimony here this 
morning.
    I just want to pick up on that last major point I think the 
chairman was trying to make and was making in his comments. In 
looking at your testimony, Mr. Maloney, where you state, ``Our 
courts do not demand infallibility, nor hold a trustee to 
prescience in investment decisions.'' It is troubling, with all 
due respect, it is sort of a cavalier mentality in a sense. I 
mean, I suppose you could make the analogy that with a huge 
storm developing in the Sahara, as the example cited, it is 
true that people on the coast of Florida, and North Carolina, 
and South Carolina, on up to New England, that many other 
things could happen to them, but we would be highly 
irresponsible not to track and warn about the potential harm 
here that could occur. So while no one anticipates or expects 
infallibility, certainly this is something we know is going to 
happen.
    I, therefore, am interested in your comments and I will ask 
you to address this as well as the proposed legislation that 
Senator Hatch, Senator Leahy, Senator Bennett, and myself have 
introduced dealing with information sharing, which is, I hope, 
going to be a positive step. We are trying to get that done in 
the next few days. But I am growing concerned because I can 
sort of hear the rumbling already about protections that we 
will be asked to provide legislatively for tort actions and so 
forth.
    And I am concerned that in pension fund and mutual fund 
reports that Y2K information is being sort of buried--it is 
asterisked in the bottom of reports, if at all. The foundation 
of economic security for most Americans is their home and their 
pension fund, and for a growing number of Americans, their 
investment in the stock market.
    I wonder if you might, No. 1, just comment on this proposed 
legislation dealing with the information sharing.
    No. 2, Mr. Kittell, I wonder if you might share with us 
whether or not SIA is testing to uncover any problems with 
foreign telecommunication systems and, if not, are you 
concerned about this--obviously, for a variety of reasons, 
certainly investors' decisions made in overnight activity in 
foreign markets, but also as we know that our own major 
exchanges are now listing, products that are off shore, and to 
what extent are we looking at those industries to make sure 
that they are going to be compliant.
    Maybe if you would just address those two issues. I address 
them to all three of you. Mr. Fink, if you want to begin.
    Mr. Fink. On the first issue, we would support enactment of 
the pending legislation, which deals with one of the problems, 
to a limited extent, on information sharing. I think that is 
very important because for firms that deal with the same 
vendors it obviously would be a lot simpler to pass on 
information to each other about that vendor's status without 
worrying about antitrust.
    If I might go on, I think after you complete hearings, it 
would be good to look at it litigation reform more generally in 
this area. Any legislation is going to have to be a balancing 
act and mutual funds are on both sides of it. We are issuers of 
securities and can be subject to frivolous lawsuits. On the 
other hand, we buy securities and often are plaintiffs. But you 
do not want to create a safe harbor that is so broad that 
companies continue to make no decent Y2K disclosures. On the 
other hand, you do not want to have strike suit lawyers really 
profiting on Y2K. But I think a second piece of legislation 
would be worthwhile.
    I cannot speak to what Mr. Kittell is doing, or how the SIA 
is looking at foreign issuers, but I might just say a word 
about mutual funds in that regard.
    Vice Chairman Dodd. Let me just interrupt for 1 second. As 
you may know, and Senator Bennett was a tremendous help on 
this, it has been about 7 years finally getting a securities 
litigation reform bill passed, and then this year we did the 
uniform standards legislation, and I think we did a very sound 
job in limiting these strike suits, where mere fluctuation of a 
stock could provoke a computer-driven lawsuit.
    I just want to put people on notice that I see this as a 
very different situation here. It is going to be awfully 
difficult to make the case to a majority of our colleagues that 
somehow this issue was not--people did not know about it or 
whatever else. I mean, you are going to have an awful time. I 
mean, as someone who feels very strongly about these strike 
lawsuits and so forth, I do not know how it can stand up.
    And having gone through 2 years of this, of hearing, after 
hearing, after hearing, after hearing, and day after day after 
day, we still find--and I understand we are trying to deal with 
some of these questions--but lack much necessary information. 
So for anyone to come back later and say, ``Well, we were 
afraid of lawsuits'' is not going to be a good defense to not 
disclose information. And for those who will want legislation 
that proivides liability protection, I just tell people ahead 
of time, I mean, I would not look for much cover up here anyway 
when it comes to that.
    Mr. Fink. What I hope to say, Senator, is that I think you 
ought to look at it, but be careful, because it is a balancing 
act. I do not think it is as clear as either of the prior two 
pieces of legislation. That is what I was----
    Vice Chairman Dodd. Yes. You wanted to mention something 
about the----
    Mr. Fink. Well, just on the foreign issue, funds get 
involved in two ways. We buy foreign securities, and we have to 
do analysis of those securities and those markets. Second, we 
rely on foreign infrastructure much like we rely on U.S. 
infrastructure, and there we do it through our custodian banks. 
I just want to point out that funds are involved in this 
inquiry both ways, both the issuers they are buying and the 
markets they are buying in.
    Mr. Kittell. Yes. Thank you. I would like to comment on 
both questions.
    The first, the SIA favors the proposed legislation. I am 
not a lawyer. Many of the people I work with are not lawyers. 
They are operations and technology practitioners. And in their 
view, the real liability of the Year 2000 problem is not making 
an all-out effort to fix it, and that the liability associated 
with sharing information or disclosing information is minuscule 
compared to the overall liability of not making a best-efforts 
effort to fix it. We have been frustrated by the legal 
community and some of our firms who have been a little, in my 
opinion, cautious on this issue. My own view is that this will 
open up over the next year as people become more confident with 
their own plans and are willing to talk about it some more.
    I think our challenge to our legal community in the 
securities industry is to tell us how we can go about sharing 
vendor information and testing information in a way that is 
acceptable rather than telling us not to or to be cautious 
about that kind of sharing.
    With respect to international. SIA's own program, in 
addition to the testing, has done a great deal of work with its 
primary vendors, including the telecommunications industry and 
the power industry. We also are actively engaged with a Global 
2000 group, which is basically a global SIA, if you will. It is 
made up of over 100 multi-national investment banks, and they 
are organized in the same way that we are here in the U.S. 
There is a testing group, a contingency planning group, and 
there are also vendor groups that are working with the 
telecommunications companies in the major markets.
    This group has been in business for about a year. It has 
been to London, Paris, Tokyo, Hong Kong. This week it is in 
Budapest. In October it will be in Frankfurt, and in December 
it will be in Brazil.
    The way it works, there are country representatives on this 
group who deal with the same kind of infrastructure issues that 
I referred to earlier in the United States, working with the 
local exchanges, and depositories and so on to understand their 
testing programs and to give such advice as might be 
appropriate. Those groups are also working on a local basis 
with the telecom and power people in each of those markets. 
They report back to this Global 2000 group. We have information 
dissemination issues there. We do have a web site for that 
group, as well as for SIA. We would like to put out country 
readiness reports. We would like to put out detail on the 
telecom industries in each of those countries. I am optimistic 
that we will be able to be doing that, although we have not 
found our way clear to do it yet.
    My own view, I have heard a lot about the fact that the 
United States is perhaps ahead of some of the international 
markets. There have been distractions by the conversion to the 
Euro. There have been distractions in Asia due to market 
conditions. Our personal face-to-face work with the major 
exchanges, depositories and firms in these markets lead me to 
believe that they are very much aware of what is going on. They 
are committed to getting it right. They are certainly behind, 
and they have a lot of work to do in the next year and a half. 
But I feel that the commitment and the awareness are both 
there.
    Mr. Maloney. Senator, in the conclusion to my written 
submission, ERISA, and the Prudent Investor Act, and the 
prudent man rule, the laws under which professional fiduciaries 
will be evaluated on Y2K, are process-driven statutes. They are 
not outcome-based statutes, nor do they require clairvoyance, 
but they do require process. The point I made is, if you are 
not writing it down, and building your file, and documenting 
your analysis of this process, eventually you become a 
guarantor of the performance of the investment if your conduct 
was found to be imprudent.
    From a corporate standpoint, we have decided we are going 
to communicate. There are extensive studies showing that if an 
investor understands risk, they are much better prepared to 
tolerate risk. As you know, the securities markets are where 
you place your capital at risk in the expectation of making a 
profit.
    And we have urged our clients that they, in turn, need to 
communicate with the individual shareholder because--my comment 
the other day was--if you do not manage Y2K, Y2K will most 
assuredly manage you, and it will become a self-fulfilling 
prophecy. Your clients will essentially panic, and what we all 
are concerned about preventing will, in fact, happen, a so-
called all cash over the millennium.
    The lawyers, frankly, are a major problem. You have seen 
the predictions as well as I have, of a trillion dollars in 
liability, and issuers, I think, are justifiably concerned. 
Anything the Congress can do or the regulatory agencies can do 
to compel the free flow of information will be enormously 
helpful to organizations like ours.
    I should tell you that, in leaving the firm yesterday, our 
investment professionals told me that they are having terrific 
success contacting issuers directly and having the kinds of 
candid discussions one needs to have to determine whether or 
not the issuer is, in fact, close to Y2K readiness. We have 
gone beyond the public documents because we have concluded they 
simply are not helpful. But the information is there. The 
investment professional simply has to role up his or her 
sleeves and go get it.
    Vice Chairman Dodd. Just the one, and maybe the chairman 
had, I guess, the same question maybe on this, but, Mr. 
Kittell, the 28 firms who participated in the beta test, and 
these are obviously the largest in the industry, and we have 
looked at information. We had an interesting meeting, and I 
have not had a chance to tell the chairman about it, yesterday 
with the Gartner [ph.] Group, their staffs. In fact, we ought 
to plan some means of hearing their analysis of this. But they 
pointed out to us that when you start looking at industries, 
their assessment of this, the larger industries look like they 
are going to be fine, and as you move down to mid-size and 
smaller, the expectations are not as good at all.
    Mr. Kittell. You mean the larger companies.
    Vice Chairman Dodd. The larger companies, yes. And their 
assessment, looking at their 15,000 firms in various industries 
in certain areas and making these assessments, The obvious 
question I have, if you are looking at these firms, are, by and 
large, the largest firms, you know, to what extent should we be 
concerned, one, about the mid-size and smaller firms, No. 1. 
No. 2, this is a voluntary, they are voluntarily participating 
and, obviously, a firm that voluntarily participates is more 
likely the one that is sort of ready. It seems to me I would be 
far more interested in the ones that do not want to 
participate. I would like to know what the hell they are up to 
in terms of where this is going.
    It is sort of an obvious question, a layman's question 
here. So what degree of confidence can we have about a study 
that does focus on larger firms and is voluntary and, 
therefore, leaves open the obvious questions?
    Mr. Kittell. I think in the case of the securities 
industry, you can be highly confident. There are 5,000-and-
some-odd broker dealers registered by the NASD. The SIA 
membership is about 800. We believe that the 800 in the SIA do 
in excess of 90 percent of the business in the industry. So you 
have many registered players at the NASD who are one-man, two-
man kind of operations.
    Second, the way the securities industry operations work, 
many firms introduce their business to clearing firms. In fact, 
within the SIA membership, if you look at let us call it 300 
firms, you have covered the back office processing, the order 
entry, settlement and so on, of the remaining 5,000. So we 
envision a test being utilized by every clearing firm.
    As to the mandatory issue, I never personally got too 
concerned about the issue on mandatory because I thought the 
business purposes or the business motivation for participating 
in a test was so high that we would have very high 
participation anyway. That notwithstanding, the boards of 
Depository Trust, and National Securities Clearing Corp, and 
the regulators, the NYSE and the NASD, are talking about 
mandatory testing. That is fine with us. I think that means 
that that fringe area that might not have otherwise tested will 
have to come in.
    So I see very widespread participation in the test. Because 
of the structure of clearing firms and introducing firms, our 
coverage of the real money in the industry gives us some 
grounds for optimism.
    Vice Chairman Dodd. I should have mentioned, by the way, 
the SIA has had a wonderful reputation. You have done a very 
good job as an association, and I guess I should have begun my 
questions by stating that. I apologize having it come at the 
end. But I do respect immensely what the SIA has been doing.
    Mr. Kittell. Thank you, Senator. I will take it at the 
beginning or the end. [Laughter.]
    Chairman Bennett. Thank you very much for your testimony. 
It has been very helpful and fits into the historic pattern 
that we have developed in the two bodies, the subcommittee on 
the Banking Committee and this committee. We are grateful to 
you, Mr. Fink. Can we hang onto your chart? Because I think it 
will apply to the next panel.
    Mr. Fink. Certainly, Senator.
    Vice Chairman Dodd. We may have some additional questions, 
too, we could submit to you, if that is appropriate, and if we 
could get some responses back, we would be grateful to you.
    Chairman Bennett. On our third panel we have Mr. Jim Wolf, 
who is the executive vice president for TIAA-CREF. He will 
explain all of that to us; Mr. Vince Brown, who is the 
assistant executive officer for financial administrative 
services at CalPERS, the California Public Employees' 
Retirement System; Bert McConnell, senior vice president at 
Fidelity Investments; John Towers, executive vice president and 
chief of global operations for State Street Corp.; Thomas 
Rowland, a senior vice president for Capital Group Companies; 
and Mike Waterford, the group vice president for DST Systems, 
Inc.
    The reason I asked Mr. Fink to hang onto the chart is 
because each of you gentlemen represent some portion of what is 
up there. On this panel we have representatives of major 
pension funds, investment companies, and a transfer agent.
    So we will start with you, Mr. Wolf, and ask you each to 
give your presentation. And as we said to the previous panel, 
we have asked you to keep your opening remarks very brief 
because we expect to learn most from the interaction that will 
come when you start talking to each other.

   STATEMENT OF JIM WOLF, EXECUTIVE VICE PRESIDENT, TIAA-CREF

    Mr. Wolf. Thank you and good morning, Mr. Chairman.
    Vice Chairman Dodd. I should point out Mr. Wolf is a 
constituent, and we welcome him.
    Chairman Bennett. Oh, well, then----
    Mr. Wolf. Yes, I am. Thank you.
    Good morning, Mr. Chairman. Good morning, Senator Dodd. I 
am Jim Wolf, executive vice president of Corporate Management 
Information Systems for TIAA-CREF. That is Teachers' Insurance 
and Annuity Association and College Retirement Equities Fund. 
TIAA is a nonprofit life insurance company that provides 
retirement annuities and insurance products. CREF is its 
nonprofit companion organization that issues variable 
annuities. Together, TIAA-CREF invests assets, which totalled 
$235 billion as of the end of June 1998, that are primarily 
used to fund retirement plans at more than 8,000 educational 
institutions that cover almost 2.3 million American educators.
    As the committee recognizes, Year 2000 is a serious issue 
that demands our focus and attention. At TIAA-CREF it is 
getting that focus through the commitment of senior 
management's time, budgeted resources and staffing allocations.
    Since 1996, we have been addressing the five-step 
requirements of Year 2000; awareness, assessment, renovation, 
validation, and implementation. Approximately, 86 percent of 
our application system program code has been remediated and is 
currently back in production. Comprehensive Year 2000 
certification testing is underway and completion is anticipated 
for December 31, 1998.
    We think keeping our public informed on Year 2000 is 
important and, consequently, we have communicated our Year 2000 
plans and progress several times to our participating 
institutions, individuals and employees via corporate 
publications, brochures, and our Internet Web site. Our 
trustees and our audit committees are also kept informed on a 
regular basis.
    Much has been accomplished, but much is left to do. For 
example, we are continuing to work on our PC hardware and 
software environments and have plans to test our external 
vendor interfaces as fully as possible when those vendors are 
ready.
    Our contingency plans are being finalized with particular 
focus on our ability to provide monthly benefit payments to our 
approximately 300,000 pensioners. This would be done, for 
example, by ensuring that we can produce paper benefits checks 
should electronic payment distribution systems fail.
    Year 2000 readiness is also an important topic we focus on 
relative to companies we invest in. During 1997, prior to the 
publication of any regulations, we contacted over 5,000 of our 
investment portfolio companies to ensure they each had a Year 
2000 program. Currently, the responses to those letters are 
made available to our investment analysts, and this 
information, along with the SEC-required information, is 
available for their discussion and due diligence meetings with 
respective company management. Y2K is only one of the many 
factors we use to make our investment decisions.
    In summary, we believe TIAA-CREF is in a strong position to 
meet the challenges of Year 2000. Lots of work and especially 
testing, both internally and with others we are dependent upon, 
is still left to be done. One of the most important things 
still to do is to participate as much as possible in that 
planned Wall Streetwide testing effort that is scheduled for 
first quarter of 1999. That test should prove whether many of 
us truly are ready for Year 2000.
    Thank you.
    [The prepared statement of Mr. Wolf can be found in the 
appendix.]
    Chairman Bennett. Thank you. Mr. Brown.

  STATEMENT OF VINCENT P. BROWN, ASSISTANT EXECUTIVE OFFICER, 
   FINANCIAL AND ADMINISTRATIVE SERVICES, CALIFORNIA PUBLIC 
                  EMPLOYEES' RETIREMENT SYSTEM

    Mr. Brown. Thank you, Mr. Chair. For the record, I am Vince 
Brown, assistant executive officer of Financial and 
Administrative Services of the California Public Employees' 
Retirement System, commonly known as CalPERS. I am also the 
executive sponsor for CalPERS' Year 2000 Compliance Project.
    I would like to thank you, Mr. Chair, and members of the 
committee, for the opportunity to report the status of our Year 
2000 Compliance Project. This hearing will make an important 
contribution to the Year 2000 dialog.
    CalPERS began planning our Year 2000 Compliance Project in 
earnest in the fall of 1995. At the outset, we approached the 
problem as an enterprisewide business concern, not just a 
technology problem. To ensure compliance, we have adopted a 
three-pronged approach.
    First, we are developing a state-of-the-art integrated 
corporate database to replace many of our older mainframe 
computer systems with Year 2000 compliance systems.
    Second, we are making Year 2000 compliant those PC 
applications and mainframe computer systems that cannot be 
built as part of the corporate database project.
    And, third, we have developed a comprehensive business 
enterprise program to mitigate any external risk to CalPERS' 
business operations. The CalPERS board, CEO, and senior 
management have made compliance the top priority for our fiscal 
year 1998-1999.
    To date, under our corporate database project, we have 
implemented four major business systems; an actuarial valuation 
system, health system, financial system, and investment 
accounting reconciliation system. All four systems are Year 
2000 compliant.
    Year 2000 modifications have been made to our mainframe 
Legacy computer systems, and we are currently in the testing 
phase, with completion targeted for June and, after that, 
additional testing on an integrated basis to make sure that 
everything is in operation.
    Compliance work on our PC applications is 45 percent 
complete. We are on schedule to complete this effort by 
December 1998. The Business Enterprise Project, which focuses 
on internal and external risks, is now in the mitigation phase 
of our Year 2000 compliance effort. We are on schedule to 
complete this work by April 1999 and contingency planning will 
occur as a result of the Business Enterprise Project.
    Of paramount concern to the chair, and this committee, and 
our members and employers is how we are addressing Year 2000 
issues relative to CalPERS' investment portfolio. We share your 
concern. As the chair stated in your written statement, pooling 
funds in an investment allows for greater diversification to 
reduce investment risk. CalPERS is a long-term investor with a 
diversified portfolio. Our asset allocation planning process 
anticipates market fluctuation. This reduces the risk to our 
portfolio and, ultimately, our members.
    I should note to the committee that I am not an investment 
professional, and if there are detailed questions relative to 
our portfolio, our investment staff would be more than willing 
to provide additional information.
    As we have discussed here with the Securities and Exchange 
Commission today, we will be following the disclosure 
requirements of the SEC. We would like greater disclosure 
because I think that will help our professional investment 
staff better analyze the portfolios.
    Investment staff will also monitor the Securities Industry 
Association's testing to gather Year 2000 compliance 
information as well. In addition, our investment staff is 
currently researching ways of surveying the more than 2,300 
public companies in our investment portfolio on their Year 2000 
compliance progress. The survey information will allow them to 
independently evaluate companies and develop strategies to 
protect our investments.
    CalPERS' investment staff will develop a proposal for 
discussion before our Investment Committee, which meets as a 
committee of the entire board in October. We believe these 
steps will assist investment staff to make informed judgments, 
as you noted, Mr. Chair.
    In conclusion, CalPERS recognized the seriousness of this 
issue early and developed a comprehensive mitigation plan, and 
we are on schedule in completing our Year 2000 Compliance 
Project.
    Thank you for the opportunity to report, and I applaud the 
chair for his leadership in this area.
    [The prepared statement of Mr. Brown can be found in the 
appendix.]
    Chairman Bennett. Thank you.
    Mr. McConnell.

STATEMENT OF BERT E. McCONNELL, SENIOR VICE PRESIDENT, FIDELITY 
                          INVESTMENTS

    Mr. McConnell. Chairman Bennett and Vice Chairman Dodd. I 
am Bert McConnell. I am senior vice president of Fidelity 
Investments, and I am head of the Year 2000 program for 
Fidelity.
    Fidelity is the Nation's largest mutual fund company and 
one of the Nation's leading provider of financial services with 
total managed assets exceeding $615 billion. We are a 
technology-intensive company with more than 6,000 information 
technology professionals dedicated to meeting customer needs 
and through the use of state of the art technology solutions.
    Early in 1996, we began to prepare all of our systems to 
seamlessly handle the Year 2000 problem. We recognized the 
issues involves more than just changing lines of code in 
mainframe systems. It involves extensive testing of our 
software and hardware, as well as testing with outside vendors.
    With both the size and the challenge in mind and the strong 
support of top-level management, we have dedicated more than 
500 people exclusively to the Year 2000 project. Our staff 
includes systems and business professionals throughout 
Fidelity, and our firmwide Year 2000 budget exceeds $300 
million.
    Today, we are well on our way to meeting our goal of 
seamless processing for Fidelity systems and are on schedule to 
provide uninterrupted service to our customers going into the 
Year 2000. In fact, we have every confidence that we will be 
ready well before the Year 2000. Specifically, 100 percent of 
our mission-critical systems have been inventoried and all 
internal code for these systems has been analyzed. By mission 
critical, we mean all of the business systems that are directly 
linked to our ability to service our customers. Fidelity has 
also already changed 94 percent of the code in these business 
systems. We expect to change the remainder of the code in our 
systems by the end of 1998.
    While much is said about fixing lines of code, the real 
challenge of the Year 2000 project is testing the systems. This 
is where Fidelity is currently allocating most of our Year 2000 
resources.
    We are testing in three distinct phases or what we call 
waves. Wave 1 tests all Fidelity business systems individually 
using tools to simulate the Year 2000. In effect, we are making 
our computers think it is the Year 2000. For example, during 
this phase, we would test our ability to open a new customer 
account. To date, 86 percent of these mission-critical systems 
have been successfully tested, and we are on schedule to 
complete wave 1 by the end of this year.
    In wave 2, all of the Fidelity systems are tested together 
in a computer that has the internal clock actually set to the 
Year 2000. This is sort of a time machine. In these time 
machines, we install only Year 2000-ready Fidelity and vendor 
software. For example, during this phase we would test the 
ability to enter orders for mutual fund shares, process the 
order based on end-of-day net asset value received from our 
pricing systems, and prepare confirmation of the transactions 
through our automated print systems. We are more than halfway 
through our wave 2 testing and expected completion is February 
1999.
    Finally, in wave 3, we use our time machines again to test 
with our outside business partners, stock exchanges, banks, 
broker dealers and others. During wave 3, for instance, we 
would test our ability to price a fund by testing the data 
feeds from our data service providers. And because the 
financial service industry does not stop at our national 
borders, wave 3 testing also includes vendors in the United 
States and abroad. Wave 3 testing started this summer with the 
successful participation in the SIA trial run of its planned 
1999 street test, and wave 3 testing will run through September 
of 1999.
    We are pleased to report all phases of testing are on 
schedule, and we have not encountered any significant problems.
    Let me touch on the status of companies that we depend on. 
We rely on 165 technology vendors, 90 other companies who are 
essential to serving our customers. We have an active 
communication and monitoring program with these companies, and 
the majority have given us assurances that they will be Year 
2000 ready. For those who may not be, we are developing 
detailed contingency plans and will move to alternate 
suppliers, if necessary.
    In addition to preparing our own company for Year 2000, we 
know that the Year 2000 is an issue for companies in which 
mutual funds invest. As a mutual fund company, Fidelity's 
overriding obligation is to maximize shareholder value for its 
investors consistent with the investment objectives of the 
funds. However, we think it would be inappropriate to seek to 
impose on a fund manager a specific obligation to evaluate the 
Year 2000 risk differently from the way all other risks are 
evaluated.
    In conclusion, we appreciate the opportunity to describe 
Fidelity's Year 2000 program. We welcome congressional 
participation to ensure the Federal Government will also be 
Year 2000 ready. We also encourage legislation to promote the 
information sharing and higher level of awareness in 
preparation by limiting liability of companies that work 
diligently to develop and implement Year 2000 programs.
    This concludes my testimony. Thank you.
    [The prepared statement of Mr. McConnell can be found in 
the appendix.]
    Chairman Bennett. Thank you.
    Mr. Towers.

STATEMENT OF JOHN R. TOWERS, EXECUTIVE VICE PRESIDENT AND CHIEF 
          OF GLOBAL OPPORTUNITIES, STATE STREET CORP.

    Mr. Towers. Mr. Chairman, Senator Dodd. Thank you for the 
opportunity to appear before you today. My name is John Towers, 
and I am executive vice president for Global Operations at 
State Street Corp.
    I will focus my remarks today on our own commitment to the 
readiness for Year 2000, with particular reference to the 
services we provide to the mutual funds industry.
    State Street provides safekeeping and financial services 
for over $4 trillion in assets held by mutual funds, insurance 
companies and pension plans. We process over 50,000 trade 
settlements daily in over 80 markets around the world and 
manage over $400 billion on behalf of institutional investors 
worldwide.
    Our Year 2000 program, Resolution 2000, began in 1996 and 
covers four areas of Year 2000 compliance and contingency 
preparations: Information technology, suppliers and vendors, 
counterparties and business partners, and business area 
operations.
    Progress and impact are regularly and methodically reported 
at all levels of the corporation from the board of directors to 
every level of our staff and to our customers. Year 2000 
compliance is a challenge, but State Street and other global 
financial firms are accustomed to constantly upgrading and 
recoding our software to accommodate changes in customer and/or 
market requirements. We currently deliver daily prices for over 
1,200 U.S. mutual funds or about one-third of all funds in the 
country. Those prices are delivered both to our customers and 
to other intermediaries, and we have done so over many years, 
despite numerous natural disasters and extraordinary global 
securities market turmoil from time to time.
    Today, we provide services for over 3,000 mutual funds 
ranging from fund accounting to daily pricing and fund 
administration. In the course of providing these services, we 
interface electronically with securities depositories, broker 
dealers, banks, stock exchanges and our customers, as well as 
providers of pricing and other investment data services to 
ensure that our customers receive all of the data which they 
require.
    To date, nearly 90 percent of our 350 core corporate 
applications have been completed, and 97 percent of the 
programs specifically directed to supporting mutual funds have 
been renovated for the Year 2000 and are currently in various 
levels of testing to validate compliance.
    Externally, we continue our efforts to monitor and 
influence the compliance of essential third parties globally 
and are developing strategies and approaches for testing with 
them. In cases where we find noncompliance, we will replace 
vendors, work around them, develop internal capabilities to 
replace them, or make necessary renovations to enable us to 
provide Year 2000 compliance services to our customers.
    Our compliance target for all internal systems continues to 
be December 31, 1998, to meet the recommendations of the FFIEC. 
We will devote our efforts during 1999 to external testing and 
to developing appropriate contingency plans with key industry 
counterparties, customers and vendors.
    Mr. Chairman, we commend your broad efforts in raising 
sensitivity to this issue, and we also commend the SEC, 
particularly, for its recent effort in coming forward and 
extending safe harbor protection for forward-looking statements 
in this area.
    These are the kind of actions that are needed to encourage 
and create incentives for further information sharing and 
candid disclosure of readiness. Disclosure of technical 
information among all participants in the financial industry is 
a key ingredient in fixing Year 2000 problems, but full 
disclosure and information sharing is often inhibited by 
concerns about the risk of potential litigation, especially 
punitive and consequential damages.
    Mr. Chairman, we urge the members of this committee to 
continue to find ways to create incentives for cooperation and 
openness among all parties. In our view, this would be the most 
effective assistance you could provide.
    Thank you very much.
    [The prepared statement of Mr. Towers can be found in the 
appendix.]
    Chairman Bennett. Thank you.
    Mr. Rowland.

STATEMENT OF THOMAS M. ROWLAND, SENIOR VICE PRESIDENT, CAPITAL 
                     GROUP COMPANIES, INC.

    Mr. Rowland. Thank you and good morning. My name is Thomas 
Rowland. I am the senior vice president with the Central 
Services Division of the Capital Group Companies. I am the 
individual with primary responsibility for the Year 2000 
project at Capital. Prior to joining Capital early this year, I 
was an audit partner at Deloitte & Touche. I, and the entire 
Capital organization, appreciate the opportunity to testify 
before this Special Committee today and applaud your effort and 
that of the SEC in helping focus public attention on this very 
important issue.
    Capital Group Companies is comprised of several affiliated 
entities that provide investment management-related services to 
individuals, corporations and institutions throughout the 
world. Capital Research and Management, one of these companies, 
is a sponsor and investment manager of the 28 mutual funds in 
the American Funds Group. This mutual fund complex has over 
$225 billion in assets and more than 9 million shareholder 
accounts. Other Capital Group companies have over $110 billion 
assets under supervision.
    It may be worthwhile talking briefly about the project 
organization. Capital is addressing the Year 2000 challenge on 
a coordinated, enterprisewide basis. A significant number of 
people with diverse backgrounds and skills are involved, with 
the Year 2000 Steering Committee and the Year 2000 Program 
Management Office providing overall coordination and support.
    Our compliance project plan applies to all Capital Group 
Companies, including Capital Research and its two subsidiaries 
companies providing services to the U.S. mutual funds; American 
Funds Service Company, our transfer agent, and American Funds 
Distributor, our principal underwriter.The plan covers all 
Capital Group systems and facilities worldwide and their 
activities undertaken on behalf of both U.S. and non-U.S. 
clients.
    The board of directors of a number of Capital Group 
Companies, including Capital Research, have formally approved 
the project, including the enterprisewide approach and its 
reliance on the Steering Committee, the Program Management 
Office, the information and technology business areas for 
implementation.
    Quarterly reports of our progress are submitted to the 
boards, as well as the mutual funds in the American Funds Group 
and their outside auditors. In addition, we are making 
information available concerning Year 2000 projects available 
at our corporate and mutual fund Web sites.
    Capital is committed to achieving Year 2000 compliance 
across all of our significant business systems and operations. 
We have a well-defined plan, ample resources, and excellent 
momentum toward achieving our goal. Our progress to date 
indicates that we will meet our December 31st target for Year 
2000 compliance for our internal systems.
    Within the areas of our businesses that support mutual fund 
operations, as of June 30, we were substantially complete with 
the first two phases of our project--inventory and risk 
assessment and planning--and more than 90 percent complete with 
the remediation phase, and testing was between 70 and 80 
percent complete.
    While we have made significant progress to achieving 
compliance within our information technology infrastructure and 
other support areas for the mutual fund operations, our focus 
is now on assessing Year 2000 readiness for our significant 
vendors and developing appropriate contingent plans.
    Where electronic interchanges and dependencies exist, we 
will conduct appropriate tests, including point-to-point tests 
with these individual firms and streetwide tests with other 
industry participants. Testing with third parties has already 
begun, and we will continue that through 1999.
    We think it is important to emphasize a large number of 
interconnections and interdependencies present within and 
outside this industry and need to work diligently to anticipate 
and prepare for external events.
    At the moment, there are many serious issues facing 
companies and other organizations, including central banks and 
other governmental agencies around the globe. Thus, the 
possibility exists that parties outside of our control or 
influence will not be as prepared as they should be and 
investors may suffer as a result. I am sure that Capital and 
other industry participants will take steps to address these 
risks, both in terms of their mutual fund operations and 
investments, but there may be no way to eliminate them 
entirely.
    I understand the Special Committee is interested in knowing 
whether we are considering Year 2000 readiness of companies in 
our client portfolios. Although I am not an investment 
professional myself, I know that our research analysts and 
portfolio counselors are well aware of this issue. They are 
reviewing portfolio companies' public disclosures and making 
inquiries of management and, generally, receiving positive 
assurance. However, our people realize they are not technology 
experts and, in any event, they are not in a position to 
independently verify the assertions made by management.
    On the other hand, at Capital, at least, we tend to make 
and maintain long-term investments in companies we believe to 
be well-managed and with good prospects for the future, and it 
may be entirely reasonable for investment professionals to 
conclude that a company's statements about Year 2000 readiness 
are solidly grounded. Well-run companies with significant 
resources and good prospects are more likely to address the 
issue in a responsible and effective manner. Clearly, the Year 
2000 issue is more significant for some companies than others, 
and the degree of our analysts' concerns reflect this.
    Finally, although our investment professionals recognize 
the importance of this issue, they also feel strongly that it 
is only one of many factors that ought to be taken into account 
as part of the investment process, and it would be 
inappropriate to consider statements about Year 2000 to the 
exclusion of other equally pertinent investment considerations.
    Thank you very much for the opportunity to testify.
    [The prepared statement of Mr. Rowland can be found in the 
appendix.]
    Chairman Bennett. Mr. Waterford.

 STATEMENT OF MICHAEL A. WATERFORD, GROUP VICE PRESIDENT, DST 
                         SYSTEMS, INC.

    Mr. Waterford. Mr. Chairman and Senator Dodd.
    My name is Michael Waterford, and I am a group vice 
president of DST Systems, Inc. We appreciate the opportunity to 
provide testimony on the Year 2000 problem and the efforts of 
the mutual funds industry to prepare for it. We believe that 
the work of the committee is vitally important in creating 
public awareness of the problem and an appropriate level of 
corporate response.
    DST Systems was founded in 1969 to address the shareholder 
recordkeeping requirements of the mutual funds industry and, 
today, we are the leading recordkeeper for shareholders in the 
industry. We provide shareholder recordkeeping to over 200 
mutual fund companies, representing over 48 million shareholder 
accounts. Over the last decade, we have invested hundreds of 
millions of dollars in infrastructure and systems to address 
the growing needs of the industry.
    The typical services which we provide for mutual funds 
shareholder recordkeeping involves maintaining records of 
shareholder ownership in mutual funds. DST is a registered 
transfer agent regulated by the SEC. Our portfolio accounting 
services are provided by a separate software product, the 
Portfolio Accounting System. These services enable mutual fund 
managers to record the underlying securities in the mutual fund 
portfolio.
    Our first preparations for the Year 2000 started in 1989, 
when we added a century to the dates in the mutual funds 
shareholder recordkeeping system. In November 1996, we 
established a project office, headed by myself as a senior 
officer, to carry out day-to-day oversight of all Year 2000 
activities.
    DST has set a corporate goal of achieving internal Year 
2000 readiness of our systems and services by December 31, 
1998. At the time of this statement, we have essentially 
completed the remediation of our shareholder recordkeeping and 
portfolio accounting systems and the remediated programs have 
been placed into production.
    Testing internally is well advanced, and we expect to 
complete it on schedule by the end of 1998. However, our 
external testing with clients, the industry, and other third 
parties is likely to continue well into 1999 and possibly into 
the fourth quarter. We are participating in the SIA testing 
program.
    As our testing has progressed with relatively few problems, 
we have become more comfortable with our ability to meet our 
internal timeframes for readiness. That is not the same as 
saying that we expect to be error free. In spite of the 
considerable amount of testing which we have undertaken and 
will continue to undertake, we must expect that there will be 
issues requiring continuing attention when we cross into the 
next century.
    Our program of communicating with our mutual fund clients 
includes monthly newsletter, as well as information on our Web 
site for our shareholders, our clients and the press. 
Additionally, our attendance is requested at mutual fund client 
meetings increasingly, including mutual fund boards discharging 
their fiduciary responsibilities with respect to the Year 2000.
    As we review our readiness for the Year 2000, we are 
becoming increasingly aware that there is a range of risks 
which is almost completely outside our control and for which 
little information is currently available. These concern what 
we think of as national infrastructure, such as the basic 
utilities and the national telecommunications network. I was 
glad to hear that an electricity assessment is becoming 
available.
    Although DST, together with other organizations in the 
mutual funds industry, is reasonably well advanced with its 
Year 2000 preparation, we believe that readiness will continue 
to require the allocation of significant resources of people 
and equipment, together with consistent management attention, 
at least through early 2000.
    That concludes my testimony. Thank you.
    [The prepared statement of Mr. Waterford can be found in 
the appendix.]
    Chairman Bennett. Thank you all. Let me make some general 
observations.
    As I listened to this distinguished group, I think the 
lawyers had their hand in drafting the statements. You all 
made--not all--but most of you made the point that, of course, 
we are going to evaluate risk, and we are going to evaluate all 
risks, and Y2K is not just the only risk, and we must look at 
all of the rest of it. We are not suggesting in any way that 
any analyst should change his or her evaluation of all of the 
other risks.
    The frustration that has come to us is that analysts are 
ignoring this risk. And one of the reasons they are ignoring 
this risk, going back to the testimony of Mr. Maloney and the 
previous panel, was that, A, they do not have enough 
information about it; B, they are afraid of possible lawsuits; 
and, C, they think the easiest thing to do is to say nothing 
and hope the problem goes away.
    It is a little like, if I may, the movie ``Tucker.'' I do 
not know whether the movie ``Tucker'' is an accurate 
description of what really happened with the Tucker automobile. 
I am old enough to remember the Tucker automobile, and I do not 
think it was nearly as romantic as the movie made it out to be. 
But in the movie, Mr. Tucker, the swashbuckling entrepreneur, 
promises that the automobile will be delivered at a time 
certain. And when the time comes for him to unveil the 
automobile, it is not ready. But he does not, at any point, 
admit that there are any problems. In the movie, the mechanics 
are pushing the automobile onto the stage while Tucker is 
making his remarks in front of the curtain. And dramatically, 
as the curtain opens to reveal the automobile, the mechanics 
are scurrying away so that they do not get caught in it. People 
are left with the impression that the automobile was driven up 
there and that everything is wonderful, and he gets away with 
it, even though, as I say, they had to push it up there.
    I have the feeling a lot of people are saying, ``We are 
going to say everything is wonderful with Y2K and hope we can 
push this onto the stage, so that when the curtain opens on New 
Year's Eve, it will be there and everything will, in fact, be 
wonderful.'' Whereas, a prudent investor wants to know and 
deserves to know in advance that the automobile has no engine 
and, in fact, will not run when the curtain opens and people 
get to see the gleaming chrome.
    Now, if that is not an accurate analogy, it, nonetheless, 
summarizes some of the frustrations that I have had here with 
people saying, ``Well, the industry is going to be fine. Well, 
everything is going to be fine. Well, gee, do not ask us to 
highlight this risk because we have other risks.'' Nobody is 
asking anybody to downgrade the other risks. We are just asking 
you to pay attention to this one in ways that, up until now, 
analysts have not done.
    So, for me, the issue is not evaluating risk differently 
with respect to Y2K; the issue is disclosing where the risk is, 
making sure that people can evaluate it.
    Mr. Rowland, I would like to focus on you for just a minute 
because you have, perhaps, more than the others on this panel, 
expertise in an area that concerns me, and I would like to take 
advantage of your being here.
    Capital Group maintains offices in London, Geneva, Hong 
Kong, Singapore, and Tokyo. Information that we have developed 
in the committee elsewhere says that, on a country-by-country 
basis, we should have the most confidence in your offices in 
London and Singapore, with perhaps less confidence about what 
might happen in Geneva, Hong Kong, and Tokyo. Have you engaged 
in any general assessment about the overall Y2K state of 
readiness in those countries? I am talking about infrastructure 
issues that could impact your operations: Telecommunications, 
power, utilities, transportation, et cetera. Because I think 
things are going to be better in the U.K., in the United 
States, and in Singapore than they are in other countries, 
based on information, as I say, that the committee has.
    What inquiries have you made about the state of readiness, 
beyond your own company, in the environment in which you 
operate and how could that affect your ability to serve your 
customers?
    Mr. Rowland. I would like to answer that in two parts. The 
first part is our work with custodian banks. Our primary link 
to the foreign markets are through the custodian banks and the 
subcustodian networks. We deal with approximately 100 custodian 
banks at Capital and intensely with probably a half-dozen of 
them. So we are meeting frequently with the custodian banks in 
reviewing the activities that the custodian banks are taking in 
these foreign markets, as they are our primary contact in those 
areas.
    Our experience with the custodian banks are they are taking 
it very seriously. They started a year ago assessing 
information in their subcustodian network. They have people on 
the ground in these countries who are very well aware of the 
situation and are gathering information.
    The one disappointment, I would say, that we have seen is 
they are a little reluctant to be specific with respect to 
subcustodians and concerned about litigation risk, but they are 
providing us with in-country information with respect to this 
readiness.
    In the second part, I had a meeting with our global 
research people last week, where we discussed this topic, and I 
believe that where we are headed with it, we have people on the 
ground in many of these countries, and we are looking at using 
our country specialists in these countries in helping us gather 
information with respect to the companies and the 
infrastructure in these countries. Now, I would have to say 
that that is where I think we have some sentiment to do that. 
We will need to develop a way to communicate that information 
among the investment professionals in our company.
    The other aspect of gathering information is that we 
started probably about a year ago making inquiries of our 
significant business partners and vendors about readiness and, 
to tell you the truth, we did not get very good response. And 
in reflecting on it, I would have to say that, if we were asked 
a year ago where we were on the project, we would have to say--
we could not give very substantive responses either. So I think 
we are entering an era where we should expect to get pretty 
substantive responses because, I mean, the issue has been 
around and people have had time to become prepared for it. So I 
think, as we move ahead, I think we should expect to get more 
substantive responses to inquiries.
    Chairman Bennett. Well, I do not want to be critical of 
you. Basically, I heard the answer to my question as no. You 
have not engaged in general assessment of this country's state 
of Y2K readiness. You have talked to corresponding banks, you 
have talked to other companies, but nobody has gone out in Hong 
Kong and said, ``Are the telephones going to work?''
    Am I wrong in coming to that conclusion?
    Mr. Rowland. I am not aware that we have made that specific 
inquiry at this point.
    Chairman Bennett. Well, if I can just make a general 
observation. I think every company that has anything to do 
overseas ought to be asking those kinds of very direct 
questions, and they ought to be part of the analysis. I used to 
run a very small company that--well, yeah, before the big one. 
[Laughter.]
    Vice Chairman Dodd. I am sorry. My chronology was off 
there.
    Chairman Bennett. Some day I will tell you how many 
companies I have run. Most of them were very small.
    I used to run a very small company that was dependent on--
the principal item in its product--on a manufacturer in Taiwan. 
We could not manufacture the product in the United States as 
cheaply as we could get it manufactured in Taiwan. We did all 
of the enhancements to the product in California, and our sales 
force and everything else was located in the United States, but 
the key component came from Taiwan. If I were running that 
company today, I would be very, very nervous about the state of 
readiness nationally in Taiwan.
    It was a publicly traded company, so the analysts who 
looked at our stock would be lulled into a sense of false 
security if I were to say, ``All of our computers are fine. All 
of our billing systems are fine. All of our database for our 
customer mail order activity is fine. Everything is wonderful. 
By the way, the key product that without which we will shut 
down is manufactured in a country where I have no idea whether 
there is going to be a dial tone on the telephone, whether I 
can fly in because the air traffic control system is still 
working, in order to check on the factory, whether the factory 
can get any power,'' all of those kinds of key questions are 
essential to my telling my analyst whether or not I am going to 
be in business.
    That is one of the frustrations that I have. As we talk 
about analysts, I do not find any that seem to be pursuing the 
Y2K question beyond the assurances that we are going to be OK. 
The supply chain I keep talking about sometimes runs out very, 
very far. The just-in-time inventory system that we are all 
dependent upon runs through computers that could break down 
and, again, runs overseas again, and again, and again.
    I do not know, Mr. Wolf or Mr. Brown, whether your analysts 
have done any kind of investigation as to what the foreign 
exposure might be in your portfolios or whether any of them 
have asked these questions. I picked on Mr. Rowland because of 
where his company has offices, but this has to do with 
everybody I think.
    I would just send that message, that the complexity of this 
thing, as we become more and more acquainted with it in this 
committee, is enormous. Analysts that are looking at portfolios 
of huge sizes--I mean, trillions of dollars, even to 
Washington, is a big amount of money--ought to be paying 
attention to all of these things. We are back to the disclosure 
that ought to be available to the analyst, and through the 
analyst, ultimately, to the investor, as to where we are on 
this.
    Now, having unburdened myself of that tirade, does anybody 
want to respond? I do not want to intimidate anybody. I want to 
stimulate you.
    Mr. Wolf. I would just say I think you are absolutely 
correct. If you ask the pointed question, have our analysts 
gone and asked the infrastructure questions of the various 
foreign countries, I am not aware of that answer being yes. The 
questions we ask are specifically of the companies and, yet, in 
the foreign investments that we make, I am not so sure their 
disclosure is any better than what we are assuming in a lot of 
our domestic companies as well.
    Questions are being asked, I know that. The quality of the 
answers is a different question and whether or not we are 
looking at country infrastructures, I doubt we are doing that 
at this point, and I will carry that message back.
    Chairman Bennett. Fine. Mr. Towers.
    Mr. Towers. Yes, Mr. Chairman.
    I would answer it from an operational point of view. Much 
as we look at the vendors who support the services that we 
provide to our mutual fund customers and other customers here 
domestically, we also have that same process underway in the 
non-U.S. locations, where we operate either directly or through 
our subcustodian network. I would say we are probably not as 
far along on that process globally as we are here, and I think 
we are experiencing some of the same issues that were mentioned 
by other members of the panel, in that some of the 
infrastructure and telecommunications companies have not been 
as forthcoming in their responses as have been members of the 
securities industry. But those inquiries are underway.
    Chairman Bennett. Does anyone have any idea how big an 
exposure you have in your portfolios with respect to foreign 
investments; what percentage of your total portfolio would have 
this kind of exposure as opposed to an entirely domestic 
content, U.S. content?
    Mr. Brown. Mr. Chair, I would like to comment on the former 
question, as well as the latter, and I do take your 
admonishment constructively.
    State Street Bank is our custodian, and we have had them 
appear before our Finance and Audit Committee two times in the 
last year. One of the key issues that has been addressed to 
them is the preparedness of the global custodians and 
subcustodians to be operational. We are still working on 
getting a satisfactory answer, but I think that is a well-
placed question, and one of our board members has already asked 
that question of our custodian.
    Relative to asking those questions, perhaps, of firms that 
we invest in, we have 750 equity stocks in our international 
portfolio. As I had indicated earlier, we are in the process of 
developing a survey for all of the companies we invest in. As 
part of putting together those questions for our investment 
committee, we have our investment staff working in concert with 
our audit staff, who is a part of this group, to provide the 
oversight on the business side, along with our Year 2000 staff. 
Those are the types of questions that I think need to be asked 
as well, that go beyond the normal, ``Are you going to be up 
and operational? How is your infrastructure?''
    From the standpoint of our portfolio, our portfolio, 
audited July 31, was approximately $143 billion. Obviously, it 
has fluctuated due to the market volatility recently. But of 
that, about $32 billion or about 22 percent is in the 
international market. Again, we are a long-term investor, and 
we have a diversified portfolio. The majority of our funds are 
invested internally in the United States in passive portfolios, 
be they fixed income or equity.
    I would just like to add one thing because you are asking 
the questions not only about the infrastructure that need to be 
asked of those firms you invest in, and custodians, and third 
parties, et cetera, but we are asking those questions of our 
providers in Sacramento. We have scheduled for February a test 
in the telecommunications area. One of the contingencies that 
we are looking at is having more than one provider coming into 
our building.
    We have already begun discussions with our major power 
provider relative to their status as to Year 2000. And, 
obviously, we are not getting the types of answers we want at 
this point, but I am very heartened to hear that this survey is 
up, and that is one of the things that I marked down that we 
want to try to follow-up on.
    Additionally, as we look forward, we have begun--and I do 
not want to go to, as you put it, the Chicken Little syndrome--
but as part of our disaster business recovery exercise in 
preparing the contingency in the event power does not come on, 
there is no water, et cetera. So we have been thinking along 
those lines, as well as our internal operations, and thrusting 
out externally.
    Chairman Bennett. Vice Chairman Dodd.
    Vice Chairman Dodd. Thank you, Mr. Chairman.
    Let me just underscore again what the chairman has said and 
second it in terms of the concern about getting the information 
and the growing sense--it is not here alone we are sensing it, 
by the way. We have had hearings on medical issues, and 
utilities, and down the line. There is a sense that there is 
almost sort of a laissez-faire kind of notion about all of 
this.
    I mean, we are not trying to engage in some hyperbole here, 
but rather, when you start listening to people who are making 
assessments of the situation--and, again, I mean, the Gartner 
Group is one group, and Mr. Wolf and I are very familiar with 
them because they are a Connecticut-based company, but they 
have done about 98 percent of the assessments for Fortune 500 
companies that are doing global assessments--and you sit and 
talk with them, as we did yesterday, and they paint a scenario, 
and it is chilling in terms of where the rest of the world is, 
and this includes Great Britain, by the way.
    They are very pessimistic, even among our European allies, 
let alone in the Pacific rim, and in Latin America and Africa, 
in their assessment of where companies are by clusters and 
groups. This is the company that is out making the assessments. 
And they are talking about 36 months as the lead time you need 
in order to deal with this issue.
    So when we are dealing with 470 days to go here, it is 
worrisome to a couple of people up here, and although neither 
of us claim any technical expertise relating to remediation and 
testing. I gather it is a pretty labor-intensive set of 
functions that you have to go through.
    Let me just ask a few questions, could you give us the 
percentage, and I realize this is information you may not have 
at the tips of your fingers, but it will be very helpful I 
think to us if you could forward that information to the 
committee and just a breakdown of to what extent your 
portfolios are dependent upon foreign operations being Y2K 
ready or compliant. I think that was the question. It might be 
helpful. Again, it may be difficult.
    I will begin with my constituent, Mr. Wolf, if I can. In 
your recent survey of portfolio companies, you show a great 
deal of initiative, I might point out, in tackling the complex 
issues related to this problem. You did a survey of 5,000 
companies, as I understand it, and only about 25 percent, if I 
read this correctly, of the companies you contacted provided 
information in response, and only about 10 percent of the 
responding firms claimed that they were 2000 compliant.
    Now, the math on this one says that out of 5,000 firms you 
have got 125 that claim that they are ready. Maybe the other 
ones are, but it is troubling when they do not answer. I 
presume you would have the same concerns. If they are not 
answering, something is going on here. It is not--the level of 
that percentage, 1 or 2, whatever, there may be just a 
communications problem here.
    So I wonder, one, if you are planning to contact the other 
3,750 companies here, the nonresponding organizations, and ask 
about their current status, and do you have any information 
about why those firms chose not to answer your questions, and 
how do you analyze the 75 percent of the companies that do not 
respond? At this point here, you would have to draw some 
conclusion about that, I presume, to people who are going to 
make financial decisions about them.
    So I wonder if you might shed some light on that.
    Mr. Wolf. I will be happy to. The original motivation for 
our sending a letter to 5,000 portfolio companies was mainly 
for awareness of the Y2K issue. We did it in early 1997 and, 
again, it was before any regulatory involvement from the SEC 
requiring information to be filed that we were doing that 
because we were concerned as to whether or not those companies 
really were aware and whether they had programs.
    Vice Chairman Dodd. Right.
    Mr. Wolf. So we wanted to know whether they had a program 
in place and whether their senior management was involved. We 
were not surprised that we did not get a much bigger percentage 
coming back because, in fact, we did not think enough companies 
were really on top of the situation in early 1997. We used it 
as an awareness effort. We do not intend and we have not 
followed it up.
    We are looking to the work that the chairman is taking in 
this, the committee is taking, as well as the SEC. We applaud 
the efforts that you are pushing the SEC even more to be more 
demanding. But we do not feel we have enough clout to get to 
the level of information we need by simply going after the 
companies individually. We need a little bit more leverage, and 
I think the SEC and this committee is helping to provide that.
    Vice Chairman Dodd. I appreciate that. But if I were using 
your firm to make some investment decisions, to what extent are 
you letting me know, to the extent that a package or whatever 
of investments that I may be making are going to be in 
companies that have not responded to this? Is that kind of 
information available to people who then want to make those 
decisions in terms of the Y2K?
    Mr. Wolf. We have not made the specific responses available 
to our policyholders or investors, if you will. It is available 
to our internal analysts, and they carry that information when 
they meet one-on-one with the company management. It is one of 
the primary questions that does get asked. Again, the quality 
of the responses may not be there, at this point in time, that 
we would like to see. But we are asking the questions.
    Vice Chairman Dodd. By the way, we are getting a broad 
spectrum of people not responding--sometimes the Federal 
agencies, where there are specific questions being asked of 
them, and they are not responding.
    Again, as the chairman has said, I mean, obviously, we are 
dealing in risks here, and some are unanticipated risks. We do 
not know what happens in Japan and other places, and you have 
got to certainly try to factor that in. This is an anticipated 
risk. There is not a lot we can say with any certainty about 
what the world is going to look like on January 1, 2000. We 
know this is a problem. Now, we do not know to what extent, but 
we know it is a problem. There is no question. This hurricane 
is going to hit. Now, maybe it will blow itself out and it will 
be relatively minor or it could be very serious. But there is 
no question it is coming.
    I do not think we can say about any other risk that you may 
be assessing with absolute certainty what is likely to happen. 
And it seems to me that as you talk about these risks there is 
a difference. Some are unanticipated and you cannot predict, 
but this one you can. This is pretty clear.
    And I would sure want to know, if I were an investor, I 
would like to know that company, X or Y, is just not responding 
to inquiries about this issue. I may decide to go with them 
anyway. I mean, I may decide that I have got enough confidence 
in them in the other factors here, but, boy, I would like to 
put that one into the old mix here. If they are not answering 
the questions on this, that is a significant factor, I would 
think. Now, again, maybe we are overstating the case, but it is 
important.
    I wonder if you could also tell us how your organization 
assures that responses to your inquiries about compliance all 
use the same definition. This is a big problem. We get 
companies who say they are compliant, some say they are ready. 
I think there are a variety of other words they use.
    Chairman Bennett. I have heard several.
    Vice Chairman Dodd. Several. And, again, I think those 
words are selected very carefully and, again, I am sure the 
lawyers are saying, ``Look, when you answer these things, you 
better use the right word here.'' What does ready mean? What 
does compliant mean?
    But do you find any difference, even in the responses you 
are getting, does that send any signals to you about----
    Mr. Wolf. I cannot give specifics--because, again, I am on 
the data processing side of the house--on the specific 
responses we are getting. But I would have to agree with you, 
Senator, that we are going to get very different quality 
answers. Again, we are trying to use some of the SEC 
requirements. But at the same time, if we are looking at 5,000 
companies we are investing in, we are banking on the diversity 
of that 5,000 relative to any particular TIAA-CREF fund in 
which those companies are held by our investment individuals 
such that we get diversification.
    So, if there is not consistent answers, at least we have an 
opportunity from the diverse pool to get what is, hopefully, a 
reduced risk.
    Vice Chairman Dodd. Yes. I thank you for that.
    Mr. Brown, you mentioned in your testimony that CalPERS is 
researching ways to survey its portfolio companies for the Year 
2000. Now, one, when do you expect to begin that survey? And I 
don't need to, again, you know the clock is ticking here. We 
have got 470 days. Mr. Wolf's company they, back in 1997, sent 
out surveys or letters to 5,000 companies. You are researching 
ways to survey your companies, and we are closing out 1998 in a 
few weeks, a few months, and we are going to be into 1999. I 
find that disconcerting. Disabuse me of my fear here, that you 
are researching ways to survey, when, it seems to me, at this 
point, that should have happened and the survey should have 
gone out already. Why has that not happened?
    Mr. Brown. Senator----
    Vice Chairman Dodd. Am I right in that, by the way? Correct 
me if I am wrong.
    Mr. Brown. I think I need to clarify a little bit on that. 
We are a little further along than researching to do a survey. 
And I do not want to be premature because our investment 
committee has to make the decision to tell staff to go forth 
and do this, but as part of our annual planning process for 
October for shareholder issues, the Year 2000 question is going 
to be part of that thrust, our annual thrust there.
    Internal staff, investment staff, audit staff, and Year 
2000 staff has developed a number of potential questions to go 
into the October board agenda packet. The investment staff has 
already done some--I would not say survey--but researching on 
firms that would be out there to help us to conduct this 
survey. So that is where we are at this point. It is part of 
the board's annual planning on this.
    From our standpoint, although it looks to be a little bit 
late, we still think we are in the prudent timeframe, given the 
responses that the SEC has received and the responses here. I, 
generally, liked the way he talked about the awareness point. 
Part of our planning is that the methodology that we will be 
using is follow-up letters essentially drafted under certain 
audit protocols.
    Vice Chairman Dodd. What are we talking about? What is the 
universe of portfolio companies you would be talking about 
CalPERS?
    Mr. Brown. At CalPERS it is 2,300-plus.
    Vice Chairman Dodd. Companies. So the board will make a 
decision in October whether or not they are going to do the 
survey and the kind of survey that is going to be done.
    Mr. Brown. That is correct.
    Vice Chairman Dodd. And then when would you anticipate, 
just give me some idea here, and I am not holding you to date 
certains, but if the board meeting is in October and the 
decision is made to go forward with the survey, would that more 
than likely begin in January or would it begin immediately?
    Mr. Brown. Senator, I really cannot answer that question. I 
really need to ask the investment staff, and that is something 
I could get back to you immediately on.
    Vice Chairman Dodd. Fine. I am just curious, again, about 
time. Again, by the time you get back that information, I am 
just worried about this shrinking of time. So if you get 
information here, then how do people react to it? What do you 
do? How do you respond?
    You noted that you have developed a contingency plan for 
the worst-case scenario at CalPERS. In your scenario 
development, I wonder if you might share with us what did you 
determine would be, in fact, the most likely contingency? Now, 
you have identified that one of those areas would be the check 
writing out of the California State Controller's Office--check 
processing I should say.
    Mr. Brown. A couple of points. As far as the State 
Controller's Office, we have had the Controller's Office, along 
with State Street and the State Treasurer's Office, make a 
presentation to our board regarding their compliance efforts 
and all of the touch points in the State treasury system.
    The Controller's Office performs a number of functions for 
the State of California, one of them being the check write for 
our retiree warrants. We are currently in testing mode with 
them to ensure that they are compliant. What essentially--and I 
do not want to get too technical--is we give them a tape and 
they cut the checks. For us, that is the first area that we 
need to determine if they are going to be able to perform or 
not. If not, we have begun developing a contingency plan, and 
the contingency plan essentially is that, by July 1, 1999, we 
will have a contract in place with a check processor or a bank 
to process those checks.
    Recently, in October, we brought that to our Benefits and 
Program Administration Committee and were given the go ahead by 
our committee. We have currently on contract Moore business 
which is in Utah that is a potential for one of our back-ups--
--
    Chairman Bennett. Naturally, it will work. [Laughter.]
    Mr. Brown. We have, for example----
    Vice Chairman Dodd. We knew you would get that in there 
some way or another. [Laughter.]
    Mr. Brown. EDS in Rochester, NY, and we have another firm, 
LCS in Santa Clara, CA. We are in the process. We already have 
contract language. We have been talking to these firms about 
their capacity. They have been in to meet with us. And, quite 
frankly, we were ready to pull the trigger in October and go 
outside the system, but the Benefits and Program Administration 
Committee take a little bit longer on your planning and do it 
over the next several months, but we are very close to having 
such a system in place, so that we will assure our retirees 
that they get their checks.
    Vice Chairman Dodd. And did I hear you respond properly on 
the Controller's Office in terms of how you are checking about 
their ability to be able to----
    Mr. Brown. Yes, a couple of things. One, we have been 
working with them for over a year and a half, and we have 
already passed a data file over to them to run it through their 
system to test it from that standpoint.
    Chairman Bennett. We have a vote going on.
    Vice Chairman Dodd. We do. Let me try and move along.
    Chairman Bennett. I am going to have to leave right now, so 
you can carry on as long as you feel comfortable before the 
vote gets us.
    Vice Chairman Dodd [presiding]. Well, they know it is going 
to be relatively brief with a vote on. So I will move along 
pretty quickly here. Maybe you will have to send some of these 
in writing.
    Mr. McConnell, you noted it would be inappropriate, I 
think, to seek to impose specific fund manager obligations to 
evaluate Y2K risk differently from the way other risks are 
evaluated and, again, the chairman has talked about this and I 
have, as well.
    I wonder if you might share with us how our Y2K risk is 
integrated into portfolio managers' and research 
analysts'identification and evaluation of all facts impacting 
on a company's value. And then, second, what level of 
confidence is there that all mutual fund companies are 
educating their fund managers and analysts sufficiently to 
include in their portfolio evaluations and decisions?
    Mr. McConnell. Senator Dodd, I am probably the wrong person 
to answer that question for you, very honestly. The thing that 
keeps me up at night these days are the 1,500 applications, the 
5,300 software/hardware network vendors we deal with, the 
30,000 desk tops we have to get ready, and all of the 
interdependencies that we have within our industry.
    I have met with our director of Research in Fidelity 
Investments. We do brief the investment analysts in Fidelity 
with our program and things that we look for in our own 
exercises. So they are very well educated on the process of 
what Year 2000 is all about, and they do have a series of 
questions that they do ask senior management when they evaluate 
companies.
    So I can speak for the fact that our analysts are doing 
that process. They do ask the questions. It is not a simple 
yes/no answer on compliance or not compliance. It is questions 
about----
    Vice Chairman Dodd. Could you get us a copy of that? I 
mean, I would kind of like to see it.
    Mr. McConnell. We can get that for you. I do not have it 
handy right here, but it is questions like the size of the 
program, what is the nature of the program, the elements of the 
program, what is your expected completion dates of certain 
phases of the program that we are tracking ourselves 
internally.
    Vice Chairman Dodd. I would appreciate that.
    Mr. McConnell. Sure.
    Vice Chairman Dodd. Just to jump along here fairly quickly. 
I was sort of impressed with your wave 1, wave 2, wave 3 
approach on this. Although when I started doing the math on it, 
I come down to wave 3, and you leave yourself about 12 weeks.
    Mr. McConnell. Oh, no, no, no. These are overlapping waves. 
That was miscommunicated probably. Wave 1 actually started 
probably in the middle of 1996 and is just wrapping up as we 
speak. Wave 2 started the beginning part of 1997 and will 
continue into 1999. And wave 3 we started with the street tests 
with the SIA, the beta street tests.
    Vice Chairman Dodd. So that is overlapped. All right.
    Mr. McConnell. That is also a continuum, yes.
    Vice Chairman Dodd. The area of the vendors indicated you 
relied on 165 technology vendors and approximately 90 other 
essential outside parties. Again, what kind of response have 
you had in evaluating their Y2K preparedness? And for those who 
have told you they are ready, I wonder if they--again, I go 
back to the definitions. Would you ask them what do you mean by 
ready or do you just kind of take ready as an answer?
    Mr. McConnell. We have a saying that we listen to everyone, 
we believe no one, and we test everything.
    Vice Chairman Dodd. Yes.
    Mr. McConnell. The answer to that really comes down to, of 
these 258 vendors that we really speak to intimately on the 
subject, only 6 have not given us adequate assurances at this 
point in time that we will be ready. We are also in the process 
of, part of our wave 3 testing, of putting test plans in place 
with every one of them. So, while they will tell us one thing, 
we will verify that testing in the coming months.
    Vice Chairman Dodd. Listen, we have got about 3 or 4 
minutes left on this vote, and I have got to get over and do 
that. But I, certainly on behalf of the chairman, and I will 
submit--I apologize to you, Mr. Towers, Mr. Rowland, and Mr. 
Waterford, but I have some questions for you. I just did not 
get there, but I will submit them to you. If you can, try and 
respond to them for us on a couple of these other things that 
were raised, particularly the one involving just the percentage 
of exposure of some of your companies.
    But we are very grateful to you. I mean it has been 
tremendously helpful, and I am sure there were those who 
probably said, ``What are you accepting going to testify in 
front of a committee like this for?''
    But I appreciate it immensely and, hopefully, it will serve 
as a source of encouragement to other people to come forward, 
so that we can sit around here in January or February of the 
Year 2000 and say, ``Boy, what was that all about? Things 
worked well.'' I would like to think that one of the reasons it 
did was because, through this process, we encourage people more 
to share information, and to get as much out there, and to act 
as an incentive for those who may be dragging their feet a bit, 
that they ought to pick up their speed on this issue. So I am 
very, very grateful to all of you for your willingness to be 
here.
    And, by the way, if you have got some additional thoughts 
as to how you think we ought to deal with this a bit more 
effectively--you are on the street, you are dealing with people 
every day on this, aside from the legal questions, obviously, 
your investors' confidence in your portfolios, in no small 
measure, will be determined by how well this all functions, to 
some degree--so any ideas you have as to how we could do a 
better job of moving this ball along a bit more quickly, I know 
the chairman will be grateful, and I certainly would be as 
well.
    So, with that, the committee stands adjourned. I thank you 
all.
    [Whereupon, at 12:15 p.m., the committee was adjourned.]
                            A P P E N D I X

                                 ______
                                 

              ALPHABETICAL LISTING AND MATERIAL SUBMITTED

                                 ______
                                 

            Prepared Statement of Chairman Robert F. Bennett

    Good morning and welcome to the seventh hearing of the Senate 
Special Committee on the Year 2000 Technology Problem.
    We will spend the next few hours exploring the Year 2000 readiness 
of the securities industry, in particular the topic of pensions and 
mutual funds. Many of you know that I first became concerned about the 
Year 2000 problem in my role as Chairman of the Senate Banking 
Committee's Subcommittee on Financial Services and Technology. Through 
a series of hearings in that subcommittee, I have come to understand 
that the Year 2000 problem creates some serious risks for participants 
in the financial services industry--from bank customers who want to 
make sure they can access their accounts at ATM machines to investors 
in the stock market seeking to make sound investments.
    Over the past year, I have also come to understand just how 
important it is for customers and investors to get useful information 
about the Year 2000 readiness of the companies with which they do 
business and in which they invest. Over the past year, I have worked 
with the SEC to develop enhanced disclosure rules to try to ensure that 
they get that information. The SEC released their revised rules in July 
and I am looking forward to seeing more meaningful disclosure in the 
coming months.
    In considering the subject for today's hearing, Senator Moynihan 
and I have chosen to focus on pensions and mutual funds because they 
are the primary vehicles through which most Americans access the stock 
market. Over 84 million Americans participate in pension plans, and the 
Department of Labor reports that of the $3.6 trillion in assets held by 
private pension plans, nearly half of those funds ($1.8 trillion) are 
invested in equities. Over the past decade, Americans have directed 
increasing amounts of their discretionary investments to the stock 
market--particularly funds accumulated for long-term investment goals, 
such as college or retirement. Since 1991, individuals have funneled 
$1.1 trillion into stock mutual funds and that amount has been 
increasing at a rate of $21 billion a month.
    Americans have made these investments largely because the stock 
market historically has outperformed other more secure investments, 
leading many investment advisors to recommend that funds accumulated 
for long-term goals should be invested in equities. Investment advisors 
have also encouraged small investors to invest in mutual funds rather 
than the stocks of individual companies. Pooling funds in an investment 
company can allow for greater diversification and therefore, reduce 
investment risk.
    Pensions and mutual funds are also investment vehicles over which 
Americans have little day-to-day control. Individual investors rely on 
fund managers to research and analyze portfolio companies as they make 
investment decisions. Those managers have a fiduciary duty under the 
law to make investments that are in the best interest of the underlying 
investor.
    Nevertheless, it remains unclear whether and to what extent fund 
managers are considering the Year 2000 as they decide whether to buy, 
sell, or hold an equity investment and whether the fund managers are 
getting the information they need to make informed judgments. It is 
important for investors in these funds to feel confident that the 
managers of their pension funds and investment companies are taking the 
necessary steps to secure their investments for the Year 2000. Without 
this confidence, investors will move available funds from the stock 
market in anticipation of the century date change, and that movement of 
funds could have a dramatic impact on world markets and the global 
economy.
    Today we hear from witnesses from the pension and mutual fund 
industry and their regulators. I have asked the witnesses to address 
two risks pension and mutual fund investors face as a result of the 
Year 2000 problem.
    First, what are participants in the pension and mutual fund 
industry doing to prepare their own systems to ensure that all 
essential operations (such as access to funds and record keeping) 
continue without interruption after the century date change? In order 
to preserve confidence in this sector, it is important for pension 
beneficiaries to know that their checks will arrive on time just as 
mutual fund holders need to know their accounts will be managed without 
interruption.
    Second, what steps are industry participants taking to avoid 
investing customer funds in companies where there are serious questions 
about Year 2000 readiness? Are fund managers getting the information 
they need to make informed judgments on this issue? While there is no 
such thing as certainty in investing, it is important to know what fund 
managers are doing in this area so investors can make their own 
investment decisions accordingly.
    We also will hear from Don Kittell of the Securities Industry 
Association, who will report on the results of recent Year 2000 testing 
in the securities industry.
    Before we get started, I would like to take a moment to follow up 
on our June 1 2th utilities hearing. As you may recall, we were unable 
to determine at that hearing whether ``the lights will stay on'' 
because there had been no industry-wide Year 2000 assessment of the 
industry. I am pleased to report that the North American Electric 
Reliability Council (``NERC'') plans to release its industry assessment 
today. My reading of advance results suggests that there is both ``good 
news'' and ``bad news.''
    The good news is that this is the most comprehensive Year 2000 
assessment the Committee has seen to date in any industry sector. Such 
assessments are needed desperately in other industry sectors. NERC 
should be commended for this monumental undertaking. The bad news is 
that progress continues to be slow. One third of the electric utility 
companies have still not completed assessment of their computers and 
embedded devices--a task that should have been completed a year ago. 
The hard part--fixing, testing, and implementing--is yet to come. 
Nevertheless, the NERC study represents an excellent starting point 
with which to monitor Year 2000 progress over the next critical months. 
I assure you that this Committee will be watching closely.
                               __________

                 Prepared Statement of Vincent P. Brown

    Good morning. I am Vince Brown, Assistant Executive Of ricer of the 
Financial and Administrative Services Branch of the California Public 
Employees' Retirement System--commonly referred to as CalPERS. I am 
also the executive sponsor of CalPERS' year 2000 compliance project.
    I want to thank you, Mr. Chairman, and members of this committee, 
for the opportunity to report on our Y2K compliance activities.
    CalPERS is a retirement and health benefits system. We administer 
pension and health plans for more than 2,000 California public 
employers and more than a million active and retired California public 
employees and their family members.
    Our current membership is comprised of 776,000 active members and 
332,000 retired members. Roughly one-third of the total 1.1 million 
CalPERS membership are current and retired state employees. Another 
third are current and retired public agency--or local government--
employees. And the remaining third are current and retired school 
employees.
    CalPERS is administered by a 13-member Board of Administration. Six 
board members are elected by a segment of the membership, three members 
are appointed, and four are designated by statute.
    We recognized the seriousness of the Y2K issue early and developed 
a comprehensive compliance plan. We are now in the middle of 
implementing the plan, making necessary system modifications, and 
testing those modifications. Implementation of our compliance plan is 
on schedule. We expect all necessary system modifications and testing 
to be completed by the middle of next year.
    The CalPERS Y2K program began in earnest in the fall of 1995. Our 
board recognized the importance of the issue and directed staff to 
develop a comprehensive mitigation plan. In particular, Robert Carlson, 
Chairman of the CalPERS Board Finance Committee, has been a leading Y2K 
compliance advocate on our board.
    I believe a large part of our success in this area is the result of 
the support and tenacious oversight of our board. The staff regularly 
provides Y2K updates at board meetings. The board regularly asks tough 
questions and demands that appropriate attention be given to the issue. 
And just as importantly, our board has been willing to provide the 
necessary resources to get the job done.
                 calpers year 2000 compliance overview
    From the very beginning, we approached the year 2000 problem as an 
enterprise-wide business concern that affects a broad range of business 
operations--not just information technology or computer systems.
    We've adopted a comprehensive three-prong approach to ensuring year 
2000 compliance at CalPERS:
  --First, we are developing and bringing online a state-of-the-art Y2K 
        compliant integrated corporate database system to replace many 
        of our older mainframe-based business information systems.
  --Second, we are making Y2K compliant those mainframe and PC 
        applications that cannot be incorporated into the new corporate 
        database system prior to the year 2000.
  --Third, we developed a comprehensive Y2K business enterprise program 
        to mitigate internal and external risks to CalPERS business 
        operations. That is, we want to make sure our contractors and 
        service providers, along with the products that we purchase, 
        are year 2000 compliant.
    Specifically, we have Y2K compliance programs for equipment, 
contracts, telecommunications, external interfaces, and commercial 
software products.
    Additionally, we have nine Y2K tracking programs: for banks, 
environmental systems at our headquarters building in Sacramento, off-
site buildings, insurance, investments, standard forms, the State 
Controllers' Office and the State Treasurer's Office--two of our major 
business partners--and State Street (formerly known as State Street 
Bank), the master custodian of our investments.
                        comet system development
    We expect our new fully Y2K compliant integrated corporate database 
system--which we call the COMET System (for CalPERS Online Member and 
Employer Transaction System)--to replace many of our older mainframe 
business applications before the year 2000 arrives. Here's a brief 
overview of where various key COMET applications currently stand:
  --Our new Actuarial Valuation System is online. To appreciate the 
        importance of this system to CalPERS, you have to understand 
        that CalPERS does not manage just one pension plan--we manage 
        approximately 1,900 pension plans. That means we have to run 
        actuarial valuations every year for 1,900 plans. An actuarial 
        valuation places a value on the assets and liabilities of a 
        pension plan, compares plan assets to liabilities, and 
        determines the amount of funding needed in future years, in the 
        form of employer and employee contributions, to properly fund 
        the plan.
  --A new Health Benefits System was brought online in August. This is 
        the system that maintains the records of our more than 1 
        million health benefits members--such as personal information, 
        their employer, and the health plan they belong to. Since our 
        health benefits program is one of our major operational 
        responsibilities--from administration to customer service--
        having a modern Y2K compliant health benefits system provides 
        tremendous peace of mind for us, the administrators, and for 
        our members, the customers.
  --A new Financial System came online in June. We use the Peoplesoft 
        financial system that has been customized specifically for 
        CalPERS to handle all aspects of our internal accounting and 
        budgeting.
  --A new Investment Accounting Reconciliation System was also brought 
        online in June. The system uses the Princeton Financial Systems 
        investment accounting reconciliation system. This system 
        reconciles our accounting of the $85 billion of internally 
        managed assets with the accounting of our master custodian, 
        State Street. Later this fiscal year, we plan to enhance our 
        new investment accounting system by building the infrastructure 
        to link all of our external money managers to the system.
  --Later phases of the COMET project will replace our employer and 
        member database and transactions systems after the year 2000. 
        These are the two major business information systems at CalPERS 
        that will continue to be handled by existing mainframe-based 
        applications that are being modified for year 2000 compliance.
                    legacy mainframe systems upgrade
    One of the biggest challenges of any Y2K compliance program 
involves the modifying of older mainframe computer systems, often 
referred to as ``legacy'' systems, to make them Y2K compliant. As 
previously stated, two major CalPERS systems, our employer and member 
databases, will continue to be mainframe based through the year 2000 
and therefore must be properly modified to function properly.
    We broke down the mainframe modification project into two 
components--what we call Level 1 and Level 2.
    In Level 1, we reviewed and modified applications codes and 
replaced our older mainframe computer with a new unit that is year 2000 
compliant.
    The Level 1 coding review focused on the identification and 
correction of all date references. Because we started the process 
early, we were able to manually review 2.3 million lines of computer 
code instead of using a less reliable automated program. We hired 
consultants expert in the COBOL and Natural programming languages to 
review each line of code and make the necessary changes. All Level 1 
code changes have been made and tested.
    In addition to the coding changes, we upgraded our mainframe 
operating environment by migrating to a year 2000-compliant IBM MVS 
system. The migration to the new operating system was successfully 
completed this past July.
    We are also employing a technique called ``windowing'' whereby 
applications are programmed to treat all two-digit year codes within a 
certain ``window'' of years to be a 2000 year rather than a 1900 year. 
For example, an application can be programmed to recognize all two-
digit year codes from 00 to 10 as years 2000 to 2010 while year codes 
11 through 99 would be treated as 1911 through 1999. This technique, 
combined with manual editing of exceptions, will allow us to process 
two-digit year codes in the year 2000 and beyond until all of our 
business applications are replaced by the Y2K compliant COMET System.
    We are now engaged in Level 2 testing. Level 2 testing involves 
running the modified applications through a ``compiler'' program to 
update older COBOL coding into a newer version of COBOL that can run 
properly on our new operating system. Then, we run test scripts--
hypothetical transactions--on the modified, updated systems to see if 
they are processing data accurately.
    Once a system has been satisfactorily tested, it can be put back 
into production, or normal operation. As a matter of priority, we are 
starting with our mission critical systems such as the Employer, 
Benefits, Contribution Reporting, and Member Services systems. All of 
these mission-critical systems are currently in various phases of 
testing. The Benefits System, one of our largest, was just recently 
turned over for user testing.
    As a result of our successful mainframe migration, beginning this 
month, we began accepting four-digit year data from our users. That 
means CalPERS employers can send us a payroll data tape with either a 
two-digit year code (for windowing) or a four-digit year for production 
use by our Employer system.
                          contingency planning
    To further protect ourselves and our customers, we have developed a 
Y2K contingency plan for the worst case scenario. Our compliance plan 
calls for integration testing of our mainframe systems by June 1999. 
Integration testing involves operating our various mainframe systems 
and applications together, simulating normal operating conditions, to 
see if all system components operate properly together.
    After integration testing, every program will have been unit and 
user tested, so we do not expect any unpleasant surprises. However, as 
a part of our contingency planning, and to provide an added measure of 
assurance, we have scheduled additional system-wide integration tests 
from June through August of 1999 to double check the performance of our 
mainframe systems in the year 2000 and beyond.
    Clearly, our biggest Y2K concern is making sure our 332,000 
retirees continue to receive their benefit payments on time. Therefore, 
another contingency plan is our development of an alternative in-house 
check writing and payment system, to provide us with the additional 
capability to service our customers in the event that the California 
State Controller's Office is unable to process our checks because their 
systems are not Y2K compliant.
                           personal computers
    At the beginning of our Y2K compliance program, we identified 162 
personal computer applications that are used by our operational 
divisions to conduct a variety of business functions. The applications 
ranged from single user to client-server applications that are accessed 
by over 600 users, such as our member correspondence tracking system 
and our employer training system. To date, we have completed 45 percent 
of the modifications and are on schedule to meet our target date of 
December 1998 for Y2K compliance.
    In addition to the applications, all of our 1,800 desktop and 
laptop PCs have been checked for Y2K compliance. The PCs that failed 
the Y2K test are being replaced.
                      business enterprise program
    Taking a broader business perspective, beyond computer systems, our 
Y2K business enterprise compliance project involves a comprehensive 
evaluation and mitigation of year 2000 impacts on business functions 
enterprise wide. A major emphasis of the business enterprise project 
focused on identifying equipment and control systems with embedded 
computer chips that might not be Y2K compliant.
    The CalPERS Y2K business enterprise team has completed the initial 
phases of awareness, inventory, risk assessment, and solution design 
and planning. We identified Y2K risks ranging from telephones, fax 
machines, and building security systems to our ability to issue benefit 
payments to our members. All of the individual risks were consolidated 
into 14 basic categories of ``at risk'' assets or business 
relationships. Mitigation plans were developed for the 14 risk 
categories. The remaining phases of implementation, testing, and 
monitoring will be conducted according to the mitigation plans.
    Our business enterprise risk mitigation plan is divided into two 
procedures--a compliance program and a tracking program. Compliance 
programs entail a more detailed set of risk mitigation procedures that 
can be controlled by CalPERS. Tracking programs entail risk mitigation 
procedures that seek to verify entities outside of CalPERS, but with 
whom CalPERS has a business relationship, are taking adequate steps to 
be year 2000 compliant.
    The CalPERS Office of Audit Services is conducting two compliance 
programs (external interfaces and equipment) and all nine tracking 
programs. CalPERS Y2K business enterprise staff is conducting the 
remaining three compliance programs (contracts, telecommunications, and 
commercial software).
    The CalPERS Y2K business enterprise project is currently on 
schedule with a target completion date of April 1, 1999. After that 
date, monitoring and ongoing program maintenance efforts will be 
initiated.
                  investment operations and management
    Of paramount concern to this committee, and our members and 
employers, is how CalPERS is addressing Y2K issues relative to our 
investment portfolio. The following information was supplied to me by 
our investment staff.
    Our investments are diversified through an asset allocation process 
and strategy determined by our Board of Administration. Our asset 
allocation is the starting point and most important factor in achieving 
sound investment returns with minimal risk.
    We invest in stocks, bonds, real estate, and private equity 
investments, domestically and internationally. The vast majority of our 
$140 billion portfolio is invested in public equity and fixed income 
markets. As of the end of July, CalPERS had more than $92 billion 
invested in U.S. and international equities and more than $37 billion 
invested in domestic and international fixed income instruments. The 
remaining $12 billion was in private equity, real estate, and cash.
    On a percentage basis, approximately 68 percent of our assets are 
invested in equities, 28 percent in fixed income, and 4 percent in real 
estate. Approximately 22 percent of our total holdings are invested in 
international markets.
    The management of our assets is consistent with our investment 
strategy of being a long-term investor. Approximately 80 percent of our 
domestic stock holdings are internally and passively managed in an 
indexed portfolio that replicates the broader equity market. The 
remaining 20 percent of our domestic equity investments are actively 
managed by external money managers, with the goal of adding value to 
the fund. All of our domestic fixed income investments are managed 
internally by CalPERS staff.
    The CalPERS Investment Office is a full participant in the CalPERS 
year 2000 compliance program and has taken a number of steps to ensure 
compliance. All PC hardware and software applications are either 
already year 2000 compliant or are in the process of being made year 
2000 compliant by December 1998.
    All new contracts and amendments to existing contracts with our 
investment advisors, consultants, money managers, and ancillary service 
providers contain Y2K compliance language requiring the vendors to 
certify year 2000 compliance.
    As you know, the Securities and Exchange Commission is requiring 
all publicly traded companies to disclose their progress on Y2K 
compliance. The marketplace, including CalPERS, can then objectively 
evaluate the Y2K progress of the individual companies.
    We are shareholders in more than 1,600 American companies and over 
750 foreign companies. Therefore our investment staff is considering 
additional steps to help us protect the value of our investments. We 
are currently researching ways of surveying the more than 2,350 public 
companies in our investment portfolio on their Y2K compliance progress. 
The survey information will allow us to independently evaluate 
companies and develop strategies to protect our investments. Our 
investment staff is developing a survey proposal to present to our 
Investment Committee in October.
                               conclusion
    In conclusion, we recognized the seriousness of the Y2K issue 
early. As such, we developed a comprehensive compliance program to 
address all aspects of our business operations. Implementation of our 
Y2K compliance project is on schedule for completion in advance of the 
deadline.
    Our highest priority at CalPERS is to ensure that our customers are 
secure in knowing that their retirement funds are safe and that they 
will continue to receive the same high level of service they have 
always received from CalPERS.
                                 ______
                                 

          Responses Vincent P. Brown to Questions Submitted by

                            Chairman Bennett

    Question 1. You mention in your testimony that CalPERS is 
researching ways of surveying its portfolio companies for Year 2000 
compliance. When do you expect to begin that survey? (Note TIAA-CREF 
has already completed theirs so CalPERS in behind the curve.)
    Answer. We have decided to break our survey of portfolio companies 
into two parts: companies regulated by the Securities and Exchange 
Commission and those not regulated. As you know, the SEC has come up 
with Y2K disclosure requirements that are quite extensive. Because 
these disclosures are required, we are comfortable that CalPERS can 
rely on them in the same way we rely on other SEC information from 10K 
and 10Q reports of fundamental financial information. Any survey we 
conduct would not be any more extensive than the SEC disclosure 
requirements and would likely receive a far lower response rate. 
Because we would not have any enforcement mechanism for response, or 
even for intentionally misleading information, a survey by CalPERS 
would almost certainly be less useful than the SEC data. Thus, unless 
our intent is to try to uncover proprietary information regarding Y2K 
compliance on a handful of companies and act on that information in our 
portfolios, encouraging full public disclosure through the SEC 
requirements and letting the markets decipher the results is our best 
alternative. However, we will write individual letters to all of our 
domestic holdings, more than 1650 companies, strongly encouraging them 
to fully disclose all pertinent Y2K information to the SEC. As for 
CalPERS being ``behind the curve,'' we suggest you talk to TIAA-CREF. 
They will tell you that the response rate for their survey was very 
low, and that the answers they received were not very helpful. They 
attribute this in large part to the fact that it was sent too early, 
before the Y2K focus intensified. We plan to send out the CalPERS 
communication before the end of 1998.
    The second prong of our approach is to survey those companies that 
are not bound by SEC disclosure rules. These are the approximately 700 
companies held in our portfolios around the world that are traded on 
foreign securities exchanges. Since the local reporting requirements on 
Y2K issues are very likely to be inferior to the requirements set by 
the SEC, we believe a CalPERS survey may be able to gather useful 
information, encourage voluntary disclosure, and perhaps prompt some 
companies into action on addressing their Y2K issues. Our plan is to 
mail a short questionnaire with 4 to 5 ``bottom line'' compliance, 
cost, and potential impact questions, which we hope will encourage a 
higher response rate. We plan to post the survey results on our 
Corporate Governance Web site and will indicate this in our 
correspondence with the companies. We plan to send out this survey by 
the end of 1998 and begin posting results in February 1999.
    Question 2. In your testimony, you indicated that necessary 
resources to get the job done have been provided. How much have you 
spent to date and how much is budgeted to complete the project? How 
able are you to absorb or respond to an increase in cost if projections 
turn out to be low, as so often has been the case with Y2K efforts?
    Answer. Our budgeted amount for the Y2K effort in fiscal year 1997-
98 was $7.1 million. For the current 1998-99 fiscal year, the budgeted 
amount is $8.9 million. The total amount budgeted for the Y2K effort to 
date is $16 million. Approximately $8 million has been spent to date. 
The Y2K budget is monitored closely so we can tell if we are spending 
more than the budgeted amount. The Y2K Project is the top priority at 
CalPERS, and funds will be redirected to cover any shortages incurred 
by the project.
    Question 3. Have you completed an inventory of all of your 
interfaces both internal and external? Have they all been prioritized? 
How do you plan on coordinated testing with them and what is the 
schedule for it?
    Answer. Our inventory of critical external interfaces was completed 
in January 1998. In the prioritization methodology, most external 
interfaces were rated high risk, so all external interfaces are being 
addressed. These external interfaces have since been validated by users 
in affected business units. During validation, the nature of the 
interface was clarified, determinations were made concerning the date 
sensitivity of the data exchanged, and testing procedures were 
discussed. Most of the date-sensitive data that's been exchanged is 
processed by systems maintained and operated by CalPERS' Information 
Technology Services Division (ITSD); consequently, ITSD has initiated 
communication with major CalPERS business partners, primarily the State 
Controller's Office, to identify exchanged data, confirm date formats, 
and schedule testing. This communication has been formalized in a 
memorandum of understanding (MOU), and various interagency agreements 
(IA's), specifying services to be provided.
    CalPERS' Actuarial and Employer Services Division (AESD) has 
established procedures to receive and process Y2K-compliant payment 
contributions data from participating employers in conjunction with 
ITSD. The procedures are based on ``windowing,'' a technique that 
recognizes the applicable century designation based on the value of the 
two-digit year field. Optionally, employers can submit contribution 
data tapes in a four-digit compliant format, provided they notify 
CalPERS of their intent, so that testing can be scheduled. These 
procedures, together with a Year 2000 compliant record layout, were 
sent to all contracting public agencies on May 18, 1998.
    CalPERS exchanges data with various health plan carriers. We are 
pleased to report that data exchanged with these carriers have already 
been determined Y2K compliant.
    CalPERS prepares income tax information (Form 1099) for benefits 
received by retirees, including retired judges and legislators, and 
reports it to the IRS. Tax data is reported to the IRS on magnetic 
tape, prepared to IRS specifications. The IRS specifications were 
recently modified to add more data storage capacity to the record, 
including expansion of date fields for Year 2000 compliance.
    Question 4. You noted that you have developed a Y2K contingency 
plan for the worst case scenario? In your scenario development, what 
did you determine to be the most likely contingency? Have you developed 
a contingency plan for it?
    Answer. The worst case scenario, from a CalPERS business enterprise 
perspective, would be if our external business partners could not 
provide critical services relative to payments to retirees, delivery of 
health care services, and execution of timely and accurate investment 
transactions. CalPERS management has determined the most likely 
contingency to involve a breakdown in one of the core functions, and is 
planning accordingly. CalPERS has been actively communicating with its 
business partners to assure optimal availability of these critical 
services. However, CalPERS is researching the possibility of processing 
payments in-house, which will provide a greater level of confidence 
that our retirees and health care carriers will be paid on time. 
Regarding timely and accurate execution of investment transactions, 
CalPERS funnels its investment transactions through its master 
custodian, State Street Bank. SSB is engaged in extensive Year 2000 
readiness activities, and will likely weather any problems posed by the 
century change. However, in the event that the services of SSB become 
unavailable, CalPERS can conduct its investment activities directly 
with the brokerage houses. Moreover, CalPERS is currently working with 
SSB to provide back-up investment transaction capability through State 
Street's Alameda, California, facility.
    CalPERS is also in the process of developing additional payment 
processing contingency plans. Please see our response to question 8.
    Question 5. You identified providing on time benefit payments, 
which hinges on the California State Controller's Office check 
processing, as your biggest Y2K concern. What level of risk is 
associated with the California State Controller's Office ability to 
process checks?--what's their status? Is your contingency of an in-
house check writing and payment system feasible? How long can you 
maintain it?
    Answer. The concern with State Controller's Office on the Y2K issue 
is with their external entities. We are able to test our interface and 
data exchange with the SCO but must rely on their assurances that they 
have conducted a thorough test on the data stream process for our data. 
In a recent audit by the State Bureau of State Audits, SCO refused to 
cooperate. Recently, communications have improved and we are hopeful 
that the SCO will certify Y2K compliance. However, we are continuing 
with our efforts to develop in-house capability to produce retiree 
benefit payments. We are looking at a permanent capability to process, 
print, and mail benefit payments. The project is currently at the 
feasibility study stage.
    Question 6. For your legacy mainframe modification project, you 
discussed two ``levels'' of components to the modification project. I 
did not hear anything about end-to-end testing, could you explain how 
you plan on conducting them?
    Answer. As stated, there are two ``levels'' to the modification 
process. In Level I, a date window technique was added to all programs 
that had logic looking at a two-digit year. Once the modifications were 
done, the programs were recompiled and a baseline and regression unit 
test was performed. The purpose for this test is to ensure that the new 
output is identical to the old code before the modifications. Level II 
is really broken down into two parts. Part 1; legacy COBOL programs are 
processed through a software package called ``MHTRANS''. MHTRANS 
prepares the code for the MVS COBOL compiler that is Y2K compliant. 
Another baseline and regression test is performed to ensure the MHTRANS 
process did not alter functionality.
    Part 2 of Level II is the compliancy testing of the legacy systems. 
As part of this testing, users will run various date scenarios through 
the systems to ensure it will perform in the Year 2000 and beyond. Once 
the testing is completed for all the legacy systems, integration 
testing will be performed. Integration testing at this point should go 
very smoothly since we have already performed a mini integration test 
of the individual systems. This would be our full-blown end-to-end 
testing.
    Question 7. In Level 1 of your mainframe modification project you 
indicate that the focus is on the identification and correction of all 
date references. Have you also looked at faulty date logic that is 
associated with Y2K: ability to identify Y2K as a Leap Year and the use 
of date fields for other purposes (extended symantics)?
    Answer. Data Dimensions Incorporated (DDI), a consultant firm, was 
brought in by CalPERS to review and make the necessary modifications to 
any logic that references two-digit date fields. Every line of code was 
manually reviewed by DDI for date hits. Any faulty date logic was fixed 
or brought to the attention of the analyst of that system for 
resolution. In many programs, a date routine is used to convert date 
fields to Julian dates or to identify Leap Year. The testing for Leap 
Year is included in Level II compliancy testing.
    Question 8. You indicated that you have a business enterprise risk 
management plan consisting of a compliance program and a tracking 
program. Do you have and could you describe your business enterprise 
continuity and contingency plan?
    Answer. CalPERS' business continuity planning targets CalPERS 
mission critical functions. The three core functions that CalPERS has 
determined to be mission critical are as follows: (1) processing 
benefit payments to retirees, (2) assuring the availability of health 
benefits for our members, and (3) maintaining investment transaction 
and accounting capabilities.
    We have developed a plan that identifies the various objectives 
that must be met by each division that provides support to these core 
functions. Emergency response teams have been formed, and each CalPERS 
division maintains an action plan that supports the continuity of 
CalPERS business operations in the event there is a disruption in our 
business environment. We have an emergency site plan, an executive 
action plan, and an enterprise-wide plan for coordinating the entire 
process.
    Contingency planning is in progress, and Year 2000 threats 
identified from the risk assessment phase must be related to the core 
functions to determine various Year 2000 scenarios that CalPERS may 
face. These scenarios will be worked into tabletop response exercises 
and tested. Trigger dates will be firmly established.
    Question 9. Are you relying on the SEC required Y2K disclosures to 
assess your risk with individual companies? What is your level of 
confidence in these disclosures?
    Answer. Yes, we intend to rely on SEC disclosures to assess the Y2K 
exposure of the companies we are invested in, which is discussed in 
greater detail in our response to question 1. Our confidence in the 
accuracy of these disclosures is high. Just as fundamental financial 
information gathered by the SEC is the foundation upon which most 
investment decisions are made, we feel confident that the quality of 
the information received by the SEC will be higher than could be 
obtained through any other practical means. The issues of how to 
analyze and interpret the SEC information and what to do about 
companies which fail to meet the SEC reporting requirements are much 
more problematic than the quality of the information received.
                               __________

             Prepared Statement of Senator Susan M. Collins

    Let me first thank you Mr. Chairman for holding today's hearing on 
this important topic. My position as Commissioner of the Maine 
Department of Professional and Financial Regulation taught me a lot 
about the securities industry, but mainly on who the bad actors were 
and what they did wrong. Unfortunately, it did not prepare me to 
prognosticate potential Y2K disruptions to our economy and their effect 
on our financial markets.
    What I have always instructed investors to do is to first utilize 
the wealth of available information to investigate their investments.
    My second suggestion has been to set reasonable goals for these 
investments.
    But how can anyone follow my advice when it comes to investing in a 
Y2K climate? We have wide disparities in the estimates of what impact 
Y2K will have on our global, financial markets. While some are 
expecting a mild interruption in basic services, others believe that 
there is a 70 percent chance of a recession similar to what we 
experienced in the early 1970's. Our own Y2K committee staff has had a 
difficult time assessing the readiness of key sectors of our economy. 
The truth is, Y2K is without historical precedence, and we are left in 
the dark about what may happen. This is far from an optimal environment 
in which to invest.
    The subject of our hearing today, pensions and mutual funds, is of 
critical importance because of what they represent to their owners--
their life-savings. We often hear of the long-term fiscal troubles of 
the Social Security system and the increasing need, especially for 
young people, to rely on individual investments, pensions, and mutual 
funds for retirement income. Many are counting on these investments to 
grow and expand. Yet, what happens to these investment vehicles if 
something as innocuous as two digits in a computer code causes 
disruptions in the stock market.
    I look forward to examining what pension and mutual fund managers 
are doing to prepare for potential economic fallout from Y2K and how we 
can assist investors in ensuring that they don't see their hard-earned 
savings drop like the big ball in Times Square when the clock strikes 
midnight December 31, 1999.
                               __________

               Prepared Statement of Christopher J. Dodd

    Thank you Mr. Chairman for holding this hearing. I am pleased that 
this committee continues its active review and oversight of year 2000 
readiness in important industry sectors and government agencies. With 
each passing week and each passing hearing, I have learned more and 
more about the enormity and complexity of this issue, while at the same 
time realizing that we have less and less time to correct the problems. 
There are 470 days to be exact. We have 470 days to insure that planes 
fly, electricity flows, oil is delivered, medical devices function, 
financial transactions are executed, and investments are safeguarded. 
In short, this is a very tall order and I hope that Senator Bennett and 
I can be heard and that we can communicate to other Members, to 
industry, to the Administration, to the people and to the press that we 
have quite a challenge ahead of us.
    There are moments that I am encouraged. Such a moment occurred 
yesterday when a bipartisan group of senators came together to announce 
a bill which will be marked up today in the Judiciary Committee. This 
bill will encourage companies to disclose and share vital year 2000 
information by limiting their liability for such disclosures. This bill 
represents the considerable efforts and cooperation of the House, the 
Senate, the Administration and industry to quickly act on legislation 
that is important to our country and our people. This cooperative 
effort is an example of the best that we can be.
    Today we come together to examine the securities industry with 
particular focus on pensions and mutual funds. To understand the 
importance of both we should remind ourselves that for most Americans 
the foundations of their economic security can be found in their home 
and their pension fund and increasingly they rely on investments in 
mutual funds for long term investments. Over the past decade, Americans 
have invested significant amounts of money in the stock market via 
pension funds and mutual funds. Indeed one of the great financial 
success stories of this decade is the very widespread access to the 
stock market by individuals from all walks of life.
    Yet, individuals with money invested through pension funds or 
mutual funds have less control over these investments, * * * Relying on 
fund managers to invest the pooled funds. Fund managers are fiduciaries 
under the law and are legally obligated to safeguard assets for the 
benefit of investors. But what are pension fund and mutual fund 
managers doing to insure that their operating systems are prepared for 
year 2000, and more importantly what steps are they taking to assess 
the year 2000 compliance of companies in which they invest? Many fund 
managers invest by ratio in a variety of industry sectors. For example, 
they may have their fund equally divided among utilities, 
telecommunications, and financial services just to name a few. Yet if 
specific sectors have been identified as having potential year 2000 
problems, will these sort of industries represent a sound investment?
    These are very important issues and I hope that each of our 
panelists will give the committee their views.
                               __________

                 Prepared Statement of Matthew P. Fink

                            i. introduction
    Good morning. My name is Matthew P. Fink. I am President of the 
Investment Company Institute, the national association of the American 
investment company industry. The Institute's membership includes 7,288 
open-end investment companies (mutual funds), 450 closed-end investment 
companies and 9 sponsors of unit investment trusts. Its mutual fund 
members have assets of about $5.092 trillion, accounting for 
approximately 95 percent of total industry assets, and have over 62 
million individual shareholders.
    I appreciate the opportunity to testify on the mutual fund 
industry's preparations for the Year 2000, also known as ``Y2K.'' As 
members of the Committee are aware, there is concern that computer 
systems that are programmed to read only two-digit dates will assume 
that 01/01/00 is January 1, 1900, rather than January 1, 2000. Unless 
this problem is corrected, it could have widespread adverse 
consequences.
    The mutual fund industry takes this issue very seriously. The 
industry's continued success is predicated on maintaining the 
confidence of investors. Thus, it is critically important that we 
strive for the smoothest possible transition to the 21st century.
    Today I will begin by briefly describing the structure and 
operations of mutual funds. I will then outline the steps funds are 
taking to prepare for Y2K, including undertaking internal Y2K 
compliance efforts, working with their major service providers and 
participating in industry-wide testing, communicating with regulators, 
and communicating with shareholders. I will also discuss oversight of 
mutual funds' Y2K compliance efforts by regulators and others. Finally, 
I will cover Y2K issues related to portfolio companies in which mutual 
funds invest.
    No one can guarantee that there will be no problems when the Year 
2000 arrives--in fact, some temporary glitches are probably inevitable. 
When considering this issue in the context of the mutual fund industry, 
however, it is important to bear in mind three points.
    First, mutual funds are subject to a stringent and unique 
regulatory regime under the Investment Company Act of 1940. For 
example, funds are required to price their shares on a daily basis and 
to offer shareholders the ability to redeem fund shares on a daily 
basis. Thus, in addition to the business incentives to devote 
substantial efforts and resources to resolving Y2K issues, which mutual 
funds share with other companies, funds also must undertake these 
efforts in order to ensure that they comply with regulatory 
requirements.
    Second, the industry is highly automated and thus relies heavily on 
the use of computer systems. While this reinforces the need for the 
industry to take the Y2K issue seriously, it also serves to demonstrate 
that problems involving modifications of large-scale computer 
operations are not unusual for our industry. For example, changes to 
these systems are made on a regular basis in order to comply with new 
regulatory requirements \1\ and to offer new or enhanced services to 
investors.
---------------------------------------------------------------------------
    \1\ For example, in 1993, the Securities and Exchange Commission 
adopted rule amendments that shortened the standard settlement cycle 
for most securities transactions from five business days to three 
business days. See SEC Release No. 33-7022; 34-33023; IC-19768 (October 
6, 1993). This change required extensive modifications to computer 
systems throughout the securities industry, including the fund 
industry.
---------------------------------------------------------------------------
    Thus, in general, the mutual fund industry (including its major 
service providers) is accustomed to modifying, re-building or re-
engineering computer systems as part of day-to-day business operations. 
The Y2K problem differs from other instances of systems overhaul 
because it permeates all systems, and the need to coordinate the 
efforts of numerous parties presents substantial challenges. 
Nevertheless, based on their experience in dealing with computer 
systems modifications on a regular basis, mutual fund industry 
participants are relatively well-conditioned to address Y2K issues.
    A third important point is that mutual fund assets are well-
protected and can be expected to remain so as of January 1, 2000 and 
beyond.\2\ To the extent that the industry experiences any Y2K-related 
problems, the consequences to fund shareholders of such problems most 
likely would be in the nature of delayed statements or other temporary 
administrative glitches. It would be most unfortunate if investors and 
savers, including mutual fund shareholders, became fearful that their 
money could disappear as a result of Y2K. As the millennium approaches, 
it may be appropriate at some point for Congress and regulators to 
convey a message of reassurance to all investors and savers so as to 
avoid any unnecessary panic.
---------------------------------------------------------------------------
    \2\ For example, as discussed below, the Investment Company Act of 
1940 requires that a qualified custodian (usually a bank) hold custody 
of mutual fund assets. The arrival of Y2K will have no impact on this 
and other protections afforded to shareholders under the Investment 
Company Act and related rules.
---------------------------------------------------------------------------
            ii. the structure and operations of mutual funds
A. The mutual fund
    A mutual fund is an investment company that pools the money of many 
investors and invests it in a wide variety of stocks, bonds, or money 
market instruments. An investor in a mutual fund buys shares of the 
fund. Most mutual funds continuously offer new shares. Each share 
represents a proportionate interest in the securities held in the 
fund's portfolio. Mutual fund shares are redeemable, which means that 
an investor has the right to sell his or her shares back to the fund at 
any time at their current net asset value.
    Mutual funds are organized under state laws as corporations or 
business trusts and are governed by a board of directors (or 
trustees).\3\ The directors of a mutual fund have oversight 
responsibility for the management of the fund's business affairs. They 
must exercise the care that a reasonably prudent person would take with 
his or her own business. They are expected to exercise sound business 
judgment, establish procedures and undertake oversight and review of 
the performance of the investment adviser, principal underwriter and 
others that perform services for the fund.
---------------------------------------------------------------------------
    \3\ The Investment Company Act of 1940 requires that at least 40 
percent of a fund's board of directors be independent of the fund's 
investment adviser or principal underwriter. Where the principal 
underwriter is affiliated with the investment adviser, which is 
typically the case, a majority of the directors must be independent. In 
fact, virtually all fund boards have a majority of independent 
directors. Independent fund directors serve as watchdogs for 
shareholder interests and protect them against potential conflicts of 
interest.
---------------------------------------------------------------------------
B. The mutual fund organization
    Most mutual funds are externally managed by a separate entity. 
Thus, they do not have employees of their own and all of their 
operations are conducted by third parties that include affiliated 
companies and independent contractors. Mutual funds' primary service 
providers include: the investment adviser, the principal underwriter, 
the transfer agent and the custodian.
    In most cases, the fund's investment adviser and its principal 
underwriter are part of the same overall organization as the fund or 
funds they serve.\4\ The transfer agent to a mutual fund may be either 
an ``internal'' transfer agent that is part of the mutual fund 
organization, or an ``external'' transfer agent that provides 
substantially all transaction processing and shareholder services to 
unaffiliated mutual fund clients.\5\ The fund's custodian is usually an 
unaffiliated bank.
---------------------------------------------------------------------------
    \4\ In some cases, funds employ unrelated investment advisers, sub-
advisers or principal underwriters.
    \5\ In some cases, a mutual fund employs an external transfer agent 
but the mutual fund organization itself performs limited shareholder 
servicing functions such as telephone communication, written 
correspondence, or account research. In addition, internal transfer 
agents include both the ``remote'' transfer agent that contracts with 
an outside service company for use of its data processing system, and 
the ``captive,'' or fully internal, organization that utilizes its own 
computer resources and shareholder accounting system.
---------------------------------------------------------------------------
    Other important mutual fund service providers include various 
intermediaries that sell fund shares, institutional broker-dealers 
through which investment advisers purchase and sell fund portfolio 
securities and pricing services.
    A diagram depicting a typical mutual fund organization, including 
the fund's key service providers, is attached as Exhibit A.
C. Mutual funds' principal service providers
    The functions performed by the principal service providers to 
mutual funds are outlined below. Each of these entities performs 
services pursuant to a contract with the fund. All of the entities 
listed are subject to federal regulation either by the SEC or by bank 
regulators.
            1. Investment adviser
    An investment adviser to a mutual fund is responsible for selecting 
portfolio investments consistent with the fund's investment objectives 
and policies, as described in its prospectus.
            2. Principal underwriter
    As noted above, most mutual funds continuously offer new shares. 
Fund shares are offered to the public at a price based on the current 
value of fund assets (plus a sales charge, if applicable). Mutual funds 
usually distribute their shares through a principal underwriter. The 
principal underwriter arranges for the sale of fund shares to the 
public. Fund shares are sold to investors primarily in two ways. In 
some cases, investors purchase fund shares directly from the fund or 
its principal underwriter. In other cases, fund shares are distributed 
through a sales force, which may be employees of the fund's principal 
underwriter or of independent firms (as discussed further under 
``Independent Sales Force,'' below).
            3. Transfer agent
    Fund transfer agents maintain records of shareholder accounts, 
which reflect daily investor purchases, redemptions, and account 
balances. Transfer agents typically serve as dividend disbursing 
agents, and their duties as such involve calculating dividends, 
authorizing payment by the custodian, and maintaining dividend payment 
records. They also prepare and mail to shareholders periodic account 
statements, federal income tax information, and other shareholder 
notices. In many cases, transfer agents also prepare and mail 
statements confirming transactions and reflecting share balances. In 
addition, transfer agents maintain customer service departments that 
respond to telephone and mail inquiries concerning the status of 
shareholder transactions and accounts.

            4. Custodian
    The Investment Company Act of 1940 requires mutual funds to keep 
their portfolio securities in the custody of a qualified bank or 
otherwise protect them pursuant to SEC rules. Nearly all mutual funds 
use bank custodians. The custodian's primary responsibilities are 
safekeeping of the fund's portfolio securities and cash, clearing and 
settling transactions, collecting and distributing income, and 
reporting and processing corporate actions.
    The selection of custodians for foreign securities is governed by 
special requirements designed to ensure that fund assets held by those 
custodians are adequately protected.\6\ Mutual funds typically rely to 
a significant extent on the expertise of their U.S. custodians in 
selecting foreign subcustodians.\7\
---------------------------------------------------------------------------
    \6\ See Rule 17f-5 under the Investment Company Act of 1940.
    \7\ We understand that the major U.S. custodian banks are 
performing due diligence with respect to the Y2K status of foreign 
subcustodians within their global network. The U.S. custodian keeps its 
mutual fund clients apprised of these efforts.
---------------------------------------------------------------------------
D. Other important service providers
    The service providers described below typically contract with the 
principal underwriter (in the case of an independent sales force) or 
the adviser (institutional broker-dealers and pricing services), rather 
than directly with the fund.
            1. Independent sales force
    As mentioned above, some mutual funds distribute their shares 
through an independent sales force. Such a sales force may include 
employees of broker-dealer firms, financial planners, bank 
representatives and insurance agents.
            2. Institutional broker-dealers
    The investment adviser purchases and sells securities for the 
fund's portfolio through institutional broker-dealers.
            3. Pricing services
    In order to price their shares daily, as required by the Investment 
Company Act, mutual funds must determine the value of their portfolio 
holdings each day.\8\ Many funds use independent, third-party pricing 
services to assist in this process. Pricing services often collect and 
transmit market prices of portfolio securities to funds and also 
provide prices for those portfolio securities for which market 
quotations are not available.
---------------------------------------------------------------------------
    \8\ See Rule 2a-4 under the Investment Company Act of 1940, which 
provides that a mutual fund must calculate its net asset value by 
valuing securities for which market quotations are readily available at 
their market value and other securities and assets at their fair value 
as determined in good faith by the fund's board of directors.
---------------------------------------------------------------------------
        iii. mutual fund industry preparations for the year 2000
    Specific steps that mutual fund firms are taking to prepare for Y2K 
are described below. The information provided below is based on, among 
other things, a recent Institute survey of the status of members' Y2K 
compliance efforts (``1998 survey''),\9\ discussions with members at 
Institute committee and other meetings, and informal conversations with 
members.
---------------------------------------------------------------------------
    \9\ A copy of the survey is attached as Exhibit B. The Institute 
distributed the survey to members in March 1998. To date, we have 
received responses from 82 firms, representing 67 percent of industry 
assets. Many firms' Y2K compliance efforts have further progressed 
since they responded to the survey. The Institute expects to conduct 
another survey in April 1999.
---------------------------------------------------------------------------
A. Internal Y2K compliance efforts
    All available indications are that Y2K compliance is a very high 
priority matter for mutual fund companies and it is receiving attention 
at senior management levels. Many firms have dedicated staffs working 
on Y2K compliance, have established separate budgets for Y2K 
compliance, and provide periodic reports to their mutual funds' boards 
of directors concerning the progress of Y2K compliance efforts.
    The Institute's 1998 survey indicates, among other things, that 89 
percent of the firms responding had planned to complete a risk 
assessment for Y2K issues by July 1998. Over 96 percent had expected to 
have performed an inventory of software applications by that time, and 
95 percent of firms had planned to have established a comprehensive 
methodology to become Y2K compliant as of July 1998. According to our 
survey, over 75 percent of the firms completing the survey plan to be 
Y2K compliant by December 1998.\10\
---------------------------------------------------------------------------
    \10\ We note that Morningstar recently conducted an informal survey 
of several mutual fund firms' Y2K compliance efforts. Based on the 15 
responses received, Morningstar concluded that ``[m]utual fund 
companies appear to be hard at work readying their computer systems for 
problems associated with the Year 2000 * * * .'' Valerie Putchaven, 
``Squashing the Y2K Bug,'' at http://www.morningstar.net/news/Ms/
BehindTheScenes/Year2000/intro.msnhtm.
---------------------------------------------------------------------------
B. Working with major service providers
    As discussed above, mutual funds themselves are pools of assets 
whose operations rely on various service providers. The fund itself 
typically does not have its own computer systems. Rather, the system 
that runs mutual fund operations is usually that of the fund's sponsor 
(which may be its investment adviser or another organization). This 
system, in turn, typically is linked to those of the custodian, 
transfer agent, broker-dealers, pricing services and other service 
providers.
    Consequently, mutual fund firms have been assessing their 
interdependencies with these various parties with whom the funds (or 
their investment advisers or principal underwriters) exchange critical 
data. Fund groups routinely request information and assurances from 
such parties regarding their Year 2000 compliance status.\11\
---------------------------------------------------------------------------
    \11\ The Institute and ICI Mutual Insurance Company will be co-
sponsoring a conference on Y2K issues for mutual funds in October. A 
copy of the preliminary conference program is attached as Exhibit C. 
Among those who have agreed to speak are representatives of several of 
the major independent suppliers of mutual fund transfer agency and 
custody services. This forum will provide additional opportunities for 
mutual fund firms and these third party service providers to exchange 
information and coordinate compliance efforts.
---------------------------------------------------------------------------
    Mutual fund firms are conducting private testing of their 
interfaces with major service providers. In addition, for over a year, 
the Securities Industry Association and the National Securities 
Clearing Corporation have been coordinating plans for ``street-wide'' 
Y2K testing designed to ensure that securities transactions clear and 
settle among all parties after January 1, 2000. The overall effort 
encompasses nine ``product settlement groups;'' mutual fund investor 
transactions (i.e., transactions in mutual fund shares) constitute one 
of the groups. Several Institute members, as well as the Institute, 
participated in the development of the Mutual Fund Test Plan. The plan 
was issued on April 1, 1998 and called for initial tests to be 
conducted in July and October 1998. The overall results of the July 
test were very positive. The few, minor problems that did arise were 
not related to Y2K issues but rather involved issues associated with 
using newly-established test environments and coordinating test 
scripts. They were quickly resolved. Comprehensive street-wide testing 
is scheduled to take place in March 1999.
    Most of the major users of central clearing facilities for 
transactions in mutual fund shares have participated or will 
participate in these initial tests. Virtually all of such users will be 
participating in the March 1999 testing.
    Institute members also are monitoring the Y2K compliance progress 
of intermediaries that sell the members' funds (where applicable), 
institutional broker-dealers through which fund portfolio securities 
(as opposed to shares of the fund) are purchased and sold, and pricing 
services that supply price information for fund portfolio securities.
C. Communicating with regulators
    An important part of the industry's Y2K compliance efforts is 
keeping regulators informed about the status of these efforts. Some 
avenues through which this information has been or will be communicated 
are described below.
            1. Institute surveys
    In April 1997, at the request of the SEC staff, the Institute 
surveyed its members regarding their Y2K compliance plans. The 
Institute forwarded the survey results to the SEC for use in responding 
to a Congressional request for information about the Y2K readiness of 
the securities industry. As noted above, the Institute surveyed its 
members again this year and provided the results to the SEC for use in 
its June 1998 report to Congress. The Institute has regular contacts 
with SEC staff members that provide opportunities to discuss Y2K and 
other issues.
            2. SEC reporting requirements
    The SEC recently adopted rules requiring certain registered 
transfer agents and broker-dealers to file Year 2000 readiness reports 
with the SEC.\12\ Under the transfer agent rule, all covered transfer 
agents must complete Part I of Form TA-Y2K, which is a check-the-box 
style report on the status of the transfer agent's Y2K remediation 
efforts. Non-bank transfer agents must also complete Part II of the 
form, which requires a narrative discussion of efforts to address Y2K 
problems. Similarly, the broker-dealer rule requires all covered 
broker-dealers to complete a check-the-box style questionnaire, and 
larger broker-dealers must also provide a narrative discussion of their 
efforts to prepare for the Year 2000. Each rule required an initial 
report to be filed with the SEC by August 31, 1998; a second report is 
due by April 30, 1999.
---------------------------------------------------------------------------
    \12\ SEC Release No. 34-40163 (July 2, 1998) (transfer agent 
requirements); SEC Release No. 34-40162 (July 2, 1998) (broker-dealer 
requirements).
---------------------------------------------------------------------------
    The SEC also has proposed, and is likely to adopt, Y2K reporting 
requirements for registered investment advisers.\13\ As proposed, Part 
II of Form ADV-Y2K would require information about the Y2K compliance 
status of any mutual funds advised by an adviser completing the form.
---------------------------------------------------------------------------
    \13\ SEC Release No. IA-1728 (June 30, 1998).
---------------------------------------------------------------------------
    The information provided in these various reports should help give 
the SEC a clearer picture of the mutual fund industry's Y2K compliance 
status and identify organizations that may need to accelerate their 
progress in order to meet the challenges of the new millennium.
D. Communicating with shareholders
    As mentioned above, the confidence of investors is critical to the 
mutual fund industry's success. Many mutual fund organizations are 
taking steps to keep investors informed about Y2K issues in an effort 
to preserve their confidence. Institute members are communicating with 
their shareholders about Y2K issues through several means.
    First, in accordance with SEC guidance regarding the disclosure 
obligations of investment companies and investment advisers with 
respect to the Year 2000,\14\ mutual fund prospectuses typically 
contain disclosure that alerts investors to possible Y2K issues, 
briefly describes the steps that are being taken to address them, and 
notes that the fund is unable to guarantee that no Y2K problems will 
arise.
---------------------------------------------------------------------------
    \14\ See Statement of the Commission Regarding Disclosure of Year 
2000 Issues and Consequences by Public Companies, Investment Advisers, 
Investment Companies, and Municipal Securities Issuers, SEC Release No. 
33-7558; IA-1738; IC-23366; International Series Release No. 1149 (July 
29, 1998).
---------------------------------------------------------------------------
    Second, many mutual fund organizations have posted information 
about Y2K issues on their websites. Third, mutual fund organizations 
have used newsletters, statement inserts or other publications to keep 
shareholders informed about Y2K issues.\15\ Fourth, many fund groups 
have telephone representatives who respond to investor inquiries about 
the organization's Y2K compliance status.
---------------------------------------------------------------------------
    \15\ Examples of information on Y2K issues that some fund groups 
have sent to investors or made available on their websites are attached 
as Exhibit D.
---------------------------------------------------------------------------
    Mutual fund firms thus are making efforts on several fronts to keep 
shareholders informed and to assure them that all reasonable steps are 
being taken to address Y2K issues. Well-informed shareholders are less 
likely to panic or take irrational action such as redeeming their 
mutual fund shares when the Year 2000 draws nearer.
E. Oversight of mutual fund industry Y2K efforts
    Mutual fund firms have every incentive to address Y2K issues in a 
thorough and responsible fashion. Their efforts--quite appropriately--
are being subjected to scrutiny by a variety of interested parties.
    For example, as part of their general oversight responsibilities, 
mutual fund boards of directors routinely are requesting (and 
receiving) periodic reports from fund advisers or other responsible 
parties concerning the status of Y2K compliance efforts. Fund 
shareholders likewise are requesting assurances that appropriate steps 
are being taken to address any potential Y2K problems.
    In addition, the SEC has focused on Y2K compliance in recent 
inspections of mutual funds, investment advisers and transfer agents 
and, as discussed above, is requiring certain of these entities to file 
Y2K readiness reports. Also, earlier this year, the National 
Association of Securities Dealers, Inc. required its members (which 
include almost all mutual fund principal underwriters) to complete a 
questionnaire concerning their Y2K compliance status.\16\
---------------------------------------------------------------------------
    \16\ See Special NASD Notice to Members 97-96 (December 1997).
---------------------------------------------------------------------------
    Moreover, ICI Mutual Insurance Company, the captive insurance 
company that provides fidelity bond and directors and officers'/errors 
and omissions liability insurance coverage to participants in the 
mutual fund industry,\17\ is requesting detailed information from 
policy holders about Y2K remediation efforts in connection with its 
ongoing insurance underwriting process.\18\ Thus, yet another body is 
focusing on the efforts that fund organizations are engaging in to 
become Y2K compliant. As a result, fund organizations have an 
additional incentive to keep their Y2K efforts on track--it may help 
them avoid the possibility of exclusions, higher premiums or other 
consequences based on Y2K risks when renewing their insurance coverage.
---------------------------------------------------------------------------
    \17\ ICI Mutual's member insureds include over 3,800 investment 
companies with assets of approximately $3.3 trillion, representing over 
60 percent of the industry's total assets.
    \18\ A copy of the Y2K questionnaire that ICI Mutual is requiring 
its insureds to complete as part of this process is attached as Exhibit 
E.
---------------------------------------------------------------------------
    Similarly, Comdisco, a major supplier of disaster recovery services 
for the mutual fund industry, recently issued guidelines for customers 
wishing to participate in its ``Ready Y2K Program.'' Only those firms 
meeting the guidelines will be eligible for certain disaster recovery 
services in the event of a Y2K related failure.
                        iv. portfolio companies
    Just like mutual funds and their various service providers, many of 
the issuers of securities in which mutual funds invest rely on 
computers in carrying out their businesses and could experience 
problems if those computer systems are not Y2K compliant. The risk that 
the value of securities in which a fund invests could be affected by 
the Y2K compliance status of the issuer is one of many factors that a 
mutual fund's investment adviser may need to assess when determining 
which securities to buy, sell or hold for the fund.
    Thus, in many cases, as part of their normal research process, 
mutual fund investment advisers are reviewing issuers' efforts to 
address potential Y2K problems. This may include, for example, 
interviewing company officials and gathering other available 
information (such as reports that public companies file with the SEC). 
The results of the adviser's research are considered along with all of 
the other factors that the adviser deems relevant to making an 
appropriate investment decision.
    In certain other cases, however, this type of analysis may not be 
done because it would be inconsistent with the fund's investment 
objectives and policies, as disclosed in the fund's prospectus. For 
example, index funds typically have as their objective seeking to match 
the performance of a securities index. Therefore, it is not necessary 
and, in fact, would be inappropriate for the manager of such a fund to 
consider the issuer's Y2K risk exposure as an investment criterion.
    In all cases, it is important that the investment adviser retain 
the discretion to evaluate this factor in the manner and to the extent 
that it deems appropriate in the particular circumstances (including, 
among other things, prospectus disclosure concerning the fund's 
investment objectives and policies and concerning how the adviser 
selects securities for the fund's portfolio). This is precisely what 
shareholders (through the fund) pay the adviser to do on their behalf. 
And, due to the competitive nature of the mutual fund industry, fund 
advisers have a very strong incentive to make good judgments so as to 
maximize shareholder value consistent with the investment objectives 
and policies of the fund.\19\
---------------------------------------------------------------------------
    \19\ Moreover, mutual funds typically have broadly diversified 
portfolios. Thus, the risks of holding any single security can be 
offset by the different risk/reward characteristics of other securities 
in the portfolio. It is well-recognized that it is not appropriate to 
judge the performance of an investment adviser by focusing on 
individual securities in isolation.
---------------------------------------------------------------------------
    Where portfolio companies' Y2K readiness is a relevant 
consideration, the adviser's ability to make sound judgments is 
enhanced by the availability of reliable information about such 
companies' readiness.\20\ We applaud the efforts of Committee Chairman 
Bennett and SEC Chairman Arthur Levitt to promote meaningful Y2K 
disclosure by securities issuers.
---------------------------------------------------------------------------
    \20\ As information about companies' Y2K readiness becomes 
available in the marketplace, stock prices should begin to reflect that 
information (to the extent it is material).
---------------------------------------------------------------------------
                             v. conclusion
    The mutual fund industry is deeply involved in efforts to identify 
and remediate computer problems that could otherwise occur with the 
arrival of the Year 2000. These efforts encompass both internal systems 
and programs and systems and programs that interface with those of 
third parties. The industry is keeping regulators and investors 
informed about Y2K issues through a variety of means, and the 
industry's efforts are subject to oversight by regulators and others. 
Finally, where appropriate, investment advisers are reviewing the Y2K 
readiness of companies in which they invest on behalf of mutual funds.
    Thank you for the opportunity to participate at this hearing on Y2K 
issues. We commend the Committee for its strong leadership in this 
area. We would be pleased to provide any additional information that 
the Committee might request. 
[GRAPHIC] [TIFF OMITTED] T7SP98G.001

[GRAPHIC] [TIFF OMITTED] T7SP98G.002

[GRAPHIC] [TIFF OMITTED] T7SP98G.003

[GRAPHIC] [TIFF OMITTED] T7SP98G.004

[GRAPHIC] [TIFF OMITTED] T7SP98G.005

[GRAPHIC] [TIFF OMITTED] T7SP98G.006

[GRAPHIC] [TIFF OMITTED] T7SP98G.007

[GRAPHIC] [TIFF OMITTED] T7SP98G.008

[GRAPHIC] [TIFF OMITTED] T7SP98G.009

[GRAPHIC] [TIFF OMITTED] T7SP98G.010

EXHIBIT D--MUTUAL FUND COMMUNICATIONS REGARDING THE YEAR 2000 CHALLENGE

          The American Funds Group and the Year 2000 Challenge

    The American Funds Group, along with the various companies that 
serve the funds and their shareholders, including American Funds 
Service Company, American Funds Distributors, Inc., Capital Research 
and Management Company and their affiliates in The Capital Group 
Companies, Inc., have made Year 2000 compliance an extremely high 
priority.
    We are committed to achieving Year 2000 compliance on a timely 
basis across all of our significant business systems and operations. We 
have a well-defined plan, ample resources, and excellent momentum 
toward achieving that goal. We remain on track for reaching compliance 
with our internal systems by December 31, 1998. During the remainder of 
this year, we will develop appropriate contingency plans. Testing with 
business partners, vendors and other industry participants will 
continue through 1999.
                   a world-class team and methodology
    Associates from all Capital Group Companies are involved in the 
effort. The Year 2000 Steering Committee and Year 2000 Program 
Management Office provide overall coordination and support. Capital is 
also using its Disaster Recovery resources to help with contingency 
planning. The entire project is subject to oversight by a number of 
corporate boards and securities and banking regulators.
    All business areas are examined using a five-stage process:
  --Inventory and Risk Assessment.--identify hardware systems, software 
        applications and crucial vendors throughout the companies and 
        assign risk and business-impact ratings.
  --Planning.--examine all high-and most medium-risk systems to see how 
        they can be modified, retired or replaced to create Year 2000-
        compliant components.
  --Remediation or Construction.--replace hardware, upgrade software 
        and modify custom application code to ensure dates will be 
        handled correctly in the year 2000.
  --Testing.--test individual components, test with their related parts 
        and then review entire systems in user acceptance tests. Once a 
        component has passed all these, we designate it ``Year 2000 
        ready.''
  --Implementation or Close.--document the Year 2000-ready component 
        and place it back into actual working environment (production).
    Separate, additional testing may be performed on essential Year 
2000-ready computer applications, using our Time Machine Test 
Environment. A functionally-complete replica of our internal mainframe, 
mid-range computers and networks, this system runs with all dates set 
ahead to simulate Year 2000 conditions. When a system has been 
completely tested using these 21st century dates, we designate it 
``Year 2000 compliant.''
    We are also working closely with business partners and vendors, 
conducting extensive tests of each system that shares information 
outside the companies. This ongoing effort will continue through 1999. 
The American Funds Group will also participate in a Year 2000 test 
organized and conducted by the Securities Industry Association.
                          progress highlights
    We have substantially completed the first two phases of our 
process--Inventory and Risk Assessment and Planning--for all business 
and technology areas of The Capital Group Companies worldwide. We have 
also made significant progress in the modification, retirement or 
replacement of those systems presenting Year 2000 risks.
    We have also made excellent progress in applying the five-stage 
process to our Information Technology Infrastructure. All areas, from 
the mainframe to midrange computers, file servers to desktop machines 
and data, voice and video networks are on schedule to be Year 2000 
compliant by December 31, 1998.
    Vendors have been identified and categorized by the nature of the 
business relationship. Critical vendors with high business impact have 
been contacted to determine their Year 2000-compliance progress.
                          contingency planning
    We know that some vendors will not be ready with Year 2000-
compliant products when we are ready to test. Some have declared that 
they will not update their products. This means that we must develop 
contingency plans to ensure we retain critical business functions.
    Our plans take into account how much the organization relies on the 
vendor or business partner and how critical the product or service is 
to our business. In some cases vendors are being replaced in advance of 
potential problems. Through the end of 1998, we will be actively 
planning for the possibility that a number of our business partners and 
vendors will not have Year 2000-compliant products and services 
available on a timely basis.
    Capital Disaster Recovery resources are working together with the 
Year 2000 Program Management Office to reduce the likelihood that we 
will suffer business interruption due to Year 2000 problems. We expect 
these plans to be substantially complete by December 31, 1998.
                                 ______
                                 

        The Capital Group Companies and the Year 2000 Challenge


                   a letter from our project managers
    On behalf of each of The Capital Group Companies, we are pleased to 
report that we continue to make steady progress toward achieving Year 
2000 compliance across the entire organization and in all office 
locations around the world. This newsletter is an integral part of our 
communications program and is designed to provide you with the 
information you need to understand our compliance goals, methodology 
and progress through June 30, 1998.
    Capital is committed to achieving Year 2000 compliance on a timely 
basis across all of our significant business systems and operations. We 
have a well-defined plan, ample resources, and excellent momentum 
toward achieving that goal. We remain on track toward achieving 
compliance with respect to our internal systems by December 31, 1998. 
During the remainder of this year, we will develop appropriate 
contingency plans. Testing with business partners, vendors, and other 
industry participants will continue through 1999.
    In addressing the Year 2000 challenge, we have adopted an approach 
which is consistent with the way our operating subsidiaries manage 
assets--a significant number of people with diverse backgrounds and 
skills are following a disciplined, yet flexible process in pursuing 
our compliance goals. Associates from throughout the Capital 
organization are involved, with the Year 2000 Steering Committee and 
the Year 2000 Program Management Office providing overall coordination 
and support. Our progress is being monitored by a number of corporate 
boards and regulators.
    Inside this report you will find a brief description of the Year 
2000 problem and what constitutes ``Year 2000 compliance.'' We also 
review the methodology we are using to achieve compliance--including 
the five different phases of work we apply to each project component. 
The Capital Group Companies track and report progress in each 
significant technology and business area in relation to the level of 
completion of these five phases. Within a given area, overall 
completion levels for each phase reflect actual progress achieved with 
respect to individual project components, with each component's 
contribution to the overall figure weighted according to its potential 
impact on our business.
    In addition to an overview of recent activity, the report presents 
an in-depth look at our progress as of June 30 in the following areas: 
Information Technology Infrastructure, Time Machine Testing, Core 
Investment Management and Reporting Systems, Administrative Business 
Applications, American Funds Group' Accounting and Reporting Systems, 
Desktop Applications, Business Partner/Vendor Compliance and 
Facilities. The report summarizes progress achieved and work remaining 
in each area.
    The report also touches on a subject we expect to report on in 
greater detail in the future--Contingency Planning. Although we are 
already engaged in this activity to a limited degree (in relation to 
specific vendors and business partners), we plan to significantly 
expand this effort in coming months. Although some issues go well 
beyond the financial services industry, the large number of 
interconnections and interdependencies within this industry require us 
to work diligently to prepare our internal systems and anticipate 
external events.
    Thank you for taking time to learn more about The Capital Group 
Companies Year 2000 Project.
                                   Thomas M. Rowland
                                   L. Edward Prickard
                     project overview--methodology
    The Capital Group Companies are following a five-phase, iterative, 
interactive methodology for the Year 2000 Project. The approach is 
thoughtful, thorough, and diligently applied.
    The first phase is Inventory and Risk Assessment. Survey forms were 
completed by information technology and business area managers within 
each company, business function and location. These surveys identified 
information technology usage, business flows, and external vendors that 
could be impacted by two-digit date processing. A risk assessment was 
used to categorize each component into high, medium, or low business 
impact and processing risk.
    The second phase is Planning. All high- and most medium-risk 
components are examined to determine if the component should be 
remediated (fixed), retired, or replaced with a component which is Year 
2000 compliant.
    The Remediation or Construction phase is where the Year 2000 
problem is solved for each component. Computer hardware chips are 
replaced, purchased soft-ware is upgraded, custom application code is 
modified, and/or vendor processing is revised to ensure that dates will 
be handled correctly in the Year 2000.
    The fourth phase is Testing. Each component is individually tested, 
and then tested again with related components in a system test. 
Finally, the entire system is reviewed in a user acceptance test. When 
the component has passed the complete series of Year 2000 date tests, 
it is described as ``Year 2000-ready.''
    During the Implementation and Close phase, the Year 2000-ready 
component is documented and placed back into production.
    Separate, additional testing may also be performed on Year 2000-
ready computer applications. Because of the complex interactions 
between multiple hardware and system soft-ware components, our critical 
business systems also undergo time machine testing. This is a full-
scale operation run with system dates set forward and rolled through 
several dates. When these business-critical systems have been 
completely tested with these dates, we designate them ``Year 2000-
compliant.''
    More testing is being done with business partners and vendors. 
Critical external interfaces are subject to point-to-point testing; 
this is currently underway and will continue through 1999 with business 
partners. In addition, The American Funds Group will participate in an 
industry-wide Year 2000 test organized and conducted by the Securities 
Industry Association.
              year 2000 progress reports in specific areas
Information Technology Infrastructure
    This fundamental technology area supports offices throughout the 
United States, London, Geneva, Hong Kong, Singapore, and Tokyo. 
Components of the infrastructure include: computer platforms and 
operating systems, database software suites, network topologies, and 
data center operations and support.
    The foundation computer infrastructure consists of an S/390 
mainframe environment, a midrange environment including an AS/400 and 
several HP/UNIX platforms, and a distributed desktop environment 
consisting primarily of Compaq and IBM Windows NT platforms.
    More than 500 vendors provide in excess of 1,200 products that form 
the infrastructure. The path to compliance begins with the introduction 
of Year 2000-ready components into the environment following 
established upgrade procedures. Once determined stable in the current 
environment, each Year 2000-ready product is tested for compliance by 
setting system clocks and calendars to several key dates in late 1999 
and 2000. Following successful compliance testing, Year 2000-compliant 
components are implemented consistently over the infrastructure.
    The following chart indicates overall completion levels for each 
phase of compliance work undertaken in the Information Technology 
Infrastructure area.
[GRAPHIC] [TIFF OMITTED] T7SP98G.011

Time machine testing
    The Capital Group Companies have constructed a complete mainframe 
time machine test environment which replicates the production 
environment. All project components that rely on system clocks are 
tested for Year 2000 compliance. both individually and in combination, 
with system dates and data set forward and rolled through a number of 
critical dates. This environment uses only those hardware and software 
components which our vendors have designated as Year 2000-compliant 
versions.
    Except for database releases from two software vendors and an 
upgrade release from a print services vendor, the time machine test 
environment construction was completed on schedule (June 30, 1998). 
Work-around solutions are in place for the delivery delays of these 
software components, and the performance of these vendors is being 
closely tracked.
    Although some systems have been tested in the client-server time 
machine environment already, the bulk of our time machine testing will 
occur in the third and fourth quarter of this year.
Core investment management and reporting systems
    Excellent progress has been made on the Investment Management and 
Reporting Systems. There are twelve integrated systems which address 
most of the investment analysis and administration business cycles. 
These are newer systems that run on midrange client-server computers. 
They were tested in a client-server time machine test environment from 
March through May, and have been placed back into production. Final 
documentation of the Implementation and Close Phase is underway. 
Following completion of this process, these major business systems will 
be deemed Year 2000-compliant.
    The mainframe-based system for portfolio accounting and record-
keeping is on schedule to achieve Year 2000-ready status. Remediation 
will be complete by July 31, with time machine testing complete by 
August 31, 1998.
    Our non-U.S. portfolio accounting and recordkeeping systems are 
provided by a third party service provider in Geneva, Switzerland using 
a mainframe-based system. All Inventory and Assessment, Planning and 
Remediation of these systems has been completed, and final Testing and 
Implementation is underway.
    Overall completion levels for Core Investment Management and 
Reporting Systems are indicated in the following chart.
[GRAPHIC] [TIFF OMITTED] T7SP98G.012

    We have substantially completed the Inventory and Risk Assessment 
and Planning phases for all business and technology areas of The 
Capital Group Companies world-wide. In addition, we have made 
significant progress in the remediation, retirement or replacement of 
those systems components presenting Year 2000 risks.
    Progress within our Information Technology Infrastructure has been 
excellent. All aspects from the mainframe to midrange computers, file 
servers to desktops, and data, voice and video networks are on schedule 
to be Year 2000 compliant by December 31, 1998.
    We have made rapid progress with third parties in the last quarter. 
Vendors have been identified and categorized by the nature of the 
business relationship. Critical vendors with high business impact have 
been identified and contacted to determine their Year 2000 compliance 
progress.
    We have constructed a separate time machine test environment with 
dedicated mainframe and midrange computers, network connections and 
operating systems software mirroring our production environment. Within 
this test environment we are able to set both computer clocks and test 
data forward to simulate the turn of the century. This environment is 
being used to thoroughly test Year 2000 date processing for our major 
business systems.
Administrative business applications
    There are several business applications important to The Capital 
Group Companies, even though they do not directly affect the core 
investment management process. These administrative areas include 
Payroll, Human Resources, Finance and Accounting, Tax and Treasury, 
Investment Administration, and other similar systems.
    As indicated in the chart, Inventory and Assessment and Planning 
phases are substantially complete for many of these applications. The 
Remediation, Testing and Implementation Phases are on schedule to be 
complete by October 1998. The same high standards for Year 2000 
compliance are being adhered to for these and all other Capital Group 
applications.
[GRAPHIC] [TIFF OMITTED] T7SP98G.013

American Funds Group accounting and reporting systems
    Applications utilized by The American Funds Group consist of 29 
systems supporting both dealer activities and shareholder accounting 
and reporting. Virtually all of the systems supporting these business 
areas were Year 2000 ready as of June 30, 1998. This means they have 
been through the Inventory and Risk Assessment. Planning, Remediation 
or Construction phases, undergone unit, system and user acceptance 
Testing, and, during the Implementation and Close phase, are being put 
back into production.
    Our core shareholder recordkeeping system is provided by a third 
party service provider. American Funds Group associates have maintained 
a close working relationship with this service provider during its Year 
2000 remediation project. All Inventory and Assessment. Planning and 
Remediation of this system has been completed.
    In September-October 1998, all systems within this area will be 
tested in the time machine test environment. These tests will include a 
series of integrated, industrywide tests sponsored by the Securities 
Industry Association and involving, among others, the primary service 
provider supporting shareholder transaction activity in The American 
Funds Group. Point-to-point testing with other business partners is 
planned over the next twelve months.
    Overall progress in this important area is shown in the following 
chart. 
[GRAPHIC] [TIFF OMITTED] T7SP98G.014

Desktop applications
    In addition to shared Information Technology systems, many office 
productivity, spreadsheet, and local databases reside on network file 
servers accessed by associates' desktop computers.
    We have licensed the use of a software tool to identify potential 
Year 2000 date processing problems in desktop applications and to 
classify those problems by severity level. A process was developed to 
scan every network file server, flag the potential problems for manual 
inspection, correct the problems, test, implement into production, and 
re-scan to make sure the corrections are complete. The process was 
tested in a pilot group, validated, and is now being rolled out to all 
Capital Group locations worldwide. All desktop applications are 
scheduled to be Year 2000 compliant by December 31, 1998.
Business partner/vendor program
    Perhaps one of the most challenging Year 2000 areas is assessing 
the Year 2000 compliance efforts of our business partners and vendors. 
The Capital Group relies on hundreds of hardware and software vendors 
for its Information Technology Infrastructure. We also rely on dozens 
of custodian banks and hundreds of brokers to process financial 
transactions accurately and quickly. Our ability to continue managing 
client assets through the Year 2000 depends not only upon our own 
organization's ability to achieve internal compliance, but also on the 
ability of our business partners and vendors to deliver Year 2000-
compliant products and services.
    The Capital Group has identified all of its significant business 
partners and vendors and categorized each one by the type of service 
relationship. This approach enables us to tailor our business partner/
vendor compliance plans to match the services provided and to enlist 
our business area associates in the evaluation process.
    Risk assessments of each business partner have been completed: A 
``most critical'' list has been identified, and Capital Group 
associates with relationship responsibility for Year 2000 compliance 
have been designated. During the next quarter, we will begin ``point-
to-point'' testing to confirm our ability to transact business with 
these parties in the year 2000. Testing with a number of business 
partners will continue through 1999.
    The Capital Group methodology requires all significant vendors to 
be contacted and their Year 2000 compliance efforts evaluated by 
December 31, 1998. Where contingency planning is appropriate, plans 
must be established by the same date.
Facilities
    The office facilities utilized by The Capital Group Companies are 
also being examined for possible Year 2000 problems. Building security 
systems, clock-controlled lighting and temperature controls, elevators 
and power grids all present a risk to normal business operations. The 
Inventory and Risk Assessment of Facilities is complete. Each office 
location was reviewed and prioritized based on its computer 
dependencies and contribution to overall business activities. Visual 
inspections are being conducted and approximately 80 percent of all 
required testing is being performed at that time. All critical systems 
are scheduled to be tested in 1998. Critical business vendors have been 
identified and are being addressed through the vendor management 
program. We are developing contingency plans for high-impact utility 
companies. The expected completion date for Year 2000 compliance of 
Capital Group Facilities is December 1, 1998.
Contingency planning
    Our early experience shows that some vendors may not be ready with 
Year 2000-compliant products when we are ready to test. In fact, some 
vendors have already declared that one or more of their products will 
not be made Year 2000 compliant. This means we must develop contingency 
plans to ensure we retain certain business functions.
    Our contingency plans take into account the level of reliance we 
have for each business partner and vendor and how critical the product 
or service is to our business operations.
    In some cases, vendors are being replaced in advance of potential 
problems occurring. During the next six months, we will be actively 
planning for the possibility that a number of our business partners and 
vendors may not have Year 2000-compliant products and services 
available on a timely basis.
    Capital is using its Disaster Recovery resources in concert with 
its Year 2000 Program Management Office resources to reduce the 
likelihood that we will suffer business interruption due to Year 2000 
problems. We expect these plans to be substantially complete by 
December 31, 1998.
                     year 2000 project organization
    Capital is carefully tracking the progress of the Year 2000 
Project. The program is being overseen by a number of internal and 
external groups, including the Year 2000 Steering Committee, the 
Program Management Office, associates in information technology and 
business areas, a number of boards of directors/trustees, and 
securities and banking regulators. The role of each of these groups is 
described below.
Year 2000 Steering Committee
            Who has primary responsibility for implementing the Year 
                    2000 Project?
    Capital's Year 2000 Steering Committee, comprised of 15 senior-
level managers representing key business and technology areas, has 
primary responsibility for implementing the Year 2000 Project and 
achieving its goal of timely compliance across the entire organization.
            How does the Steering Committee fulfill its 
                    responsibilities?
    The Steering Committee provides oversight, including strategy and 
direction, sets priorities and applies resources across all Capital 
Group Companies and office locations worldwide. The Steering Committee 
facilitates the development and execution of compliance strategies and 
efforts in specific information technology and business areas. The 
Steering Committee meets twice each month to review progress and 
discuss issues.
Program management office
            Who implements decisions, strategies and procedures 
                    established by the Steering Committee?
    Capital began work on the Year 2000 Project in the first quarter of 
1997. In June 1997, the Year 2000 Program Management Office (PMO) was 
formed with a dedicated manager, staff, and budget. External 
consultants were engaged to initiate the Year 2000 Project definition 
and evaluation. A leading consulting firm was engaged to establish the 
methodology, provide documentation tools, and supplement and advise PMO 
staff. The PMO leads Capital's comprehensive, enterprise-wide Year 2000 
compliance effort. The PMO provides guidance, management, coordination, 
tracking and support as it assists associates in each of Capital's 
information technology and business areas with each phase of the 
project, including conversion of their systems, applications, and 
services.
            What are some of the PMO's specific responsibilities?
    The PMO established compliance guidelines, a testing and 
certification infrastructure, and an overall process for managing the 
Year 2000 Project. The PMO establishes and tracks project deliverables, 
facilitates compliance decisionmaking and priorities, and coordinates, 
monitors,and integrates multiple compliance projects. The PMO also 
plays an important role in monitoring the progress of outside vendors 
and other service providers in achieving Year 2000 compliance. The PMO 
works closely with the Steering Committee and serves as a liaison among 
various working groups and with outside parties and regulators.
Information technology and business areas
            What are the roles of the information technology and 
                    business areas in relation to the Year 2000 
                    Project?
    Information technology area managers are responsible for ensuring 
that technology infrastructure, hardware, networks and operating 
systems are all Year 2000 compliant. They must replace non-compliant 
hardware and systems, and remediate applications used across the entire 
Capital organization. The information technology area is also 
responsible for establishing and supporting a Year 2000-compliant test 
environment in which hardware and software systems and applications are 
tested in a replica of the production environment.
    Business area managers have supplied the PMO with inventories and 
risk assessments of applications specific to their areas. They are also 
responsible for ensuring that project plans and activities are 
comprehensive and meet required implementation deadlines. Associates in 
the business areas also participate in the development and execution of 
Capital-wide application testing, and vendor/service provider 
assessments and monitoring.
Board oversight
            How involved are the boards of directors affiliated with 
                    The Capital Group Companies in overseeing the Year 
                    2000 Project?
    The Boards of Directors of The Capital Group Companies, Inc. and 
each of its principal operating subsidiaries have formally approved the 
Year 2000 Project, including its enterprise-wide approach and its 
reliance on the Steering Committee, the PMO and the information 
technology and business areas for implementation. Regular reports are 
submitted to these Boards of Directors, at least quarterly, on internal 
corrective efforts as well as the ability of Capital's major vendors 
and service providers to provide Year 2000-ready products and services. 
A number of Steering Committee members also serve on these Boards.
    Similar reports will be submitted at least quarterly to the Boards 
of Directors and Trustees of the mutual funds managed by Capital 
Research and Management Company as well as the funds outside auditors.
Regulatory oversight
            How are Capital] Year 2000 efforts being monitored by 
                    regulatory agencies?
    A number of Capital Group Companies, including Capital Research and 
Management Company, American Funds Service Company, American Funds 
Distributors, Inc., Capital International Limited (United Kingdom), 
Capital International K.K. Japan) and Capital International, Inc. 
(United States), are subject to governmental oversight in the 
jurisdictions in which they operate as a result of their securities-
related activities.
    In addition, the California- and Nevada-based operations of Capital 
Guardian Trust Company undergo regular examination by state banking 
authorities. Moreover, self-regulatory organizations play an active 
role in monitoring the activities of certain Capital Group Companies. 
Regulators in all three categories are very much interested in 
determining whether we (and other firms in the financial services 
industry) will be ready for the Year 2000. As a result, we have 
discussed the status of the Year 2000 Project with a number of these 
regulators and submitted written reports upon request. We expect 
regulatory activities to increase in frequency and scope as the year 
2000 approaches.
                       the nature of the problem
    The Year 2000 problem, although conceptually simple, is a serious 
business challenge for all companies, financial and otherwise. rather 
than a narrow technical issue. The problem arises from the fact that 
many computer and other office systems were designed using a shorthand 
approach to dates, often to conserve valuable memory resources.
    Unfortunately, even though systems capabilities improved 
considerably over the years, many programming professionals continued 
to employ the practice of using only two digits to indicate the year--
for example, ``98'' instead of ``1998.'' As a result, a significant 
number of existing software and certain hardware and other systems will 
require upgrading or replacement to avoid date-related errors.
    Systems that will recognize the change of century and operate 
properly when doing comparisons, calculations or other date-related 
operations in both the 20th and 21st centuries are known as ``Year 2000 
compliant.''
                    selected capital group companies
U.S. Mutual funds
    Capital Research and Management Company
    American Funds Distributors, Inc.
    American Funds Service Company
Global Institutional Group
    Capital Guardian Trust Company
    Capital Guardian Trust Company, A Nevada Corporation
    Capital Group International, Inc.
    Capital International S.A. (Switzerland)
    Capital International Limited (United Kingdom)
    Capital International K.K. (Japan)
    Capital International, Inc. (United States)
                                 ______
                                 

                 Fidelity Investments and the Year 2000

                    what is the ``year 2000'' issue?
    Computers use dates in calculations. Many software programs were 
written using 2 digits for the year (e.g. 98), rather than 4 digits 
(e.g. 1998). These systems automatically assume that the first two 
digits of a year are ``1'' and ``9'', which means they'll misinterpret 
all dates after December 31, 1999. This situation would make an infant 
born on January 2, 2000 appear to be 100 years old and a credit card 
bill due on the same day 100 years overdue.
    Known as ``Y2K'' or the ``millennium bug'', this problem is 
inherent in billions of lines of computer programming. Left unchecked, 
this could cause unpredictable results. The software and hardware of 
systems spanning all industries could be affected. Global financial 
institutions, air traffic systems, defense networks, and life support 
equipment are just some of the areas this glitch could disrupt. The Y2K 
challenge is particularly complex for the financial service industry, 
which is heavily dependent on technology for operations that rely on 
date-sensitive calculations for automatic deposits, retirement 
benefits, stock trade settlements, and other financial transactions.
 has fidelity investments begun converting its systems to be year 2000 
                               compliant?
    Yes. Fidelity Investments launched its enterprise-wide Year 2000 
program in early 1996. The program is sponsored by executive 
management, and actively engages business line presidents and other 
executive management The mission of the Fidelity 2000 project is to 
achieve seamless processing for all Fidelity systems and applications, 
resulting in uninterrupted business operations and service to Fidelity 
customers.
    In addition, the Year 2000 project has extensive involvement from 
all Fidelity business units. Members of the non-technical community 
participate in several working and steering committees which help guide 
the project. Fidelity Investments is aiming to achieve seamless 
processing and meet the Y2K challenge. How many people at Fidelity are 
working on the Year 2000 project? Fidelity has over 500 employees and 
Year 2000 specialists working on the project, consisting of three 
dedicated teams, each with a unique responsibility to the success of 
the project:
  --Aware: Responsible for raising awareness of the Year 2000 issue and 
        the project itself within Fidelity Investments. This team 
        facilitates communication and disseminates information 
        firmwide.
  --Assure: Provides guidance and oversight to all Fidelity business 
        units through an assessment process developed with internal 
        audit and through monitoring the progress of each business 
        unit. It is also responsible for tracking the efforts of 
        Fidelity's vendors and business providers.
  --Technology Center: Charged with analyzing and modifying the 
        millions of lines of code throughout Fidelity. The Technology 
        Center also tests and evaluates all of Fidelity's enhanced 
        systems--from the mainframe to the desktop--to attain the goal 
        that Fidelity Investments will be ready for the Year 2000.
               will all of fidelity's systems be checked?
    Yes. All of Fidelity's internal applications, vendor products, and 
business partner systems have been inventoried and are maintained 
through an internal tracking system and reporting database. These 
systems are then analyzed for Year 2000 deficiencies, and corrected as 
necessary. In the cases where a vendor or a business provider cannot 
provide Fidelity with Year 2000 compliant products in time to test, 
Fidelity is developing plans to move to another product.
   how is fidelity testing connections to outside computers for y2k 
                               problems?
    Fidelity has implemented a strategic plan to verify systems will 
function in the Year 2000, not only for its internal systems and 
applications but for its external business provider data providers, and 
other organizations in the financial services industry. This inter-
dependence makes it imperative that Fidelity participate with industry 
trade groups to respond to the Year 2000 issue. Fidelity is taking a 
lead in assisting these firms, through industry trade groups, in 
developing the ability to process their business correctly into the 
Year 2000.
 what is the impact of the year 2000 on facilities' equipment, such as 
 elevators, heating equipment, air conditioning equipment, telephones, 
             security and alarm systems, and fax machines?
    Fidelity has a dedicated team of facilities experts focusing on 
this machinery, so that it will be functional in the Year 2000. All 
machinery has been inventoried, and is being evaluated and tested to 
sustain operability.
                    when will fidelity be finished?
    Fidelity is well on its way to completing the conversion of its 
core systems by the end of 1998. These systems will then be tested 
throughout 1999, including participation in the Securities Industry 
Association test, which is a test of the exchanges and utilities (e.g. 
New York Stock Exchange) and the financial organizations that 
communicate with them electronically.
    In addition, all new software developed at Fidelity is being 
developed to execute properly in the Year 2000.
what happens if fidelity investments is not able to meet the year 2000 
                        conversion on schedule?
    Fidelity is currently on target for meeting the Year 2000 
milestones. However, we are creating backup plans so that critical 
business functions continue to operate through the Year 2000.
                         what do i need to do?
    Fidelity continues to be proactive in addressing the year 2000 
issue. We'll update this information accordingly. Watch for statement 
inserts and more information on www.fidelity.com as we get closer to 
December 31, 1999. If you have further questions about Fidelity and the 
Year 2000 Project, please e-mail.
                                 ______
                                 

            Franklin Templeton Combats the Year 2000 Problem

      (By Charles B. Johnson President, Franklin Resources, Inc.)

    As we near the 21st century, Franklin Templeton is taking important 
steps to tackle the computer glitch dubbed the Year 2000 Problem, Y2K, 
or the Millennium Bug. The problem originated from software designers' 
attempt to save memory by recording years in a two-digit format--``98'' 
instead of ``1998,'' for example--but didn't take into account that the 
year 2000, or ``00,'' could also be interpreted as 1900. Uncorrected, 
this problem could prevent computers from accurately processing date-
sensitive data after 1999.
    Franklin Templeton's Information Services & Technology division 
established a Year 2000 Project Team that has already begun making the 
necessary software changes to help ensure that our computer systems, 
which service the funds and their shareholders, will be Year-2000 
Compliant. As changes reach completion, we will conduct comprehensive 
tests to verify their effectiveness. We will also require all of our 
major software or data-services suppliers to be Year-2000 Compliant.
    In addition, with an estimated 80 percent of businesses facing the 
Year 2000 Problem, mutual fund portfolio managers must be aware of the 
impact it could have on companies in their portfolios. That's why 
Franklin Templeton portfolio managers consistently keep this issue in 
mind while selecting investments and managing their portfolios.
                                 ______
                                 

                   Putnam Investments--News & Outlook

                             the year 2000
    You have undoubtedly read headlines and heard news reports about 
the impact of the year 2000 on computer systems around the world. And 
while some reports' ``doomsday'' scenarios may be overly dramatic, it's 
important to recognize that the change from 1999 to 2000 could cause 
serious disruptions for businesses whose computer systems aren't 
prepared. Fixing the problem is complex and requires diligent analysis, 
reprogramming, testing, and retesting of computer systems well in 
advance of the new millennium. Unlike the media--which have only just 
begun to pay close attention to this issue--Putnam has been working on 
it for many years. In fact, our comprehensive year 2000 (Y2K) strategy 
was established in 1995.
  --What exactly is the problem?
  --An overview of Putnam's strategy
  --Staffing the project
  --Testing is key
  --External systems and contingency plans
  --Auditing
                      what exactly is the problem?
    When computer software programs were being developed in the 1970s, 
the programmers didn't anticipate that their software would still be in 
use 25 years later and that the programs would need to process dates 
after 1999. Therefore, programmers set aside only two spaces to 
identify the year in computer code--the year 1970, for example, was 
entered as 70. If this software is not adjusted, computer systems will 
interpret the year 2000 as the year 1900. While the problem is simple 
to understand, its solutions are incredibly complex. Once a computer 
system misinterprets a date, it has the potential to spread the wrong 
information to many other computer systems. In addition, the erroneous 
information could come from within a company's computer system or from 
external computer systems.
                    an overview of putnam's strategy
    Putnam's Y2K strategy is designed to ensure that all of Putnam's 
systems are Y2K compliant, which means they will be able to accept and 
process a four-digit year and will continue to function in the year 
2000 and beyond as they do today. In addition, if Putnam receives 
external data that are not Y2K compliant, Putnam's systems will be able 
to expand the date to a four-digit year.
    Putnam has completed a comprehensive review of all technical areas 
that play a role in our ability to perform necessary business 
functions. These include hardware, software, vendor feeds, and 
interfaces. The results of this review indicate that we will be in 
compliance with all Y2K requirements well before 2000. Already, a 
number of Putnam systems have been enhanced to handle dates into the 
21st century.
                          staffing the project
    Putnam hired several consulting firms early in the process to 
conduct inventory and impact analysis of every system and to identify 
the appropriate strategy for bringing each system into compliance. 
Putnam also has an internal team of technology professionals dedicated 
to implementing our Y2K strategy. Because we established consulting 
partnerships quite a while ago, we were able to obtain reasonable rates 
for the service. Recently, the availability of Y2K consultants has 
become limited and costs have risen accordingly. As major conversions 
are completed, we are able to decrease the number of consultants, 
managers, and developers working on the project.
                             testing is key
    Testing the systems well in advance of 2000 is a vital part of 
Putnam's Y2K strategy. Putnam's testing is rigorous and extensive; we 
are working on more than 380 separate systems and are developing a 
specific strategy for each. Because these hundreds of systems vary in 
size and complexity, the timeline for testing varies as well.
    Putnam has developed a two-phase approach for testing its converted 
systems.
          Phase I: Century compliant.--The objective of this phase is 
        to verify that there is no negative impact on the functioning 
        of our computer systems when their codes are converted to 
        display a four-digit year.
          Phase II: Year 2000 compliant.--This phase of testing is 
        designed to ensure that all systems will continue to function 
        in the year 2000 and beyond in the same way that they function 
        today.
    Putnam plans to complete testing by December 31, 1998. However, a 
few replacement projects and vendor upgrades will not be completed 
until the first quarter of 1999.
                 external systems and contingency plans
    Another critical component of our Y2K plan is to ensure that any 
data we receive from outside our organization are also compliant. 
Putnam maintains a comprehensive inventory of all third-party systems 
on which we are dependent. We have been in contact with every vendor 
and we are working with each organization to determine its status and 
preparation for Y2K. We are also working with clearing houses, banks, 
and sub-custodians to conduct external tests of our systems. In cases 
where vendors have unacceptable target dates, we have developed 
contingency plans. And, by mid 1999, we will have a plan in place to 
deal with any system failures that might occur in 2000.
                                auditing
    Putnam's Y2K plan and progress are being monitored by FDIC auditors 
as well as by auditors of our parent company, Marsh & McLennan, and by 
our external auditors, PricewaterhouseCoopers. Each review has been 
documented and all issues are being addressed. A project detail report, 
which tracks every phase of the conversion and implementation process, 
is maintained as each system undergoes the internal Y2K certification 
process. The report is available for review by internal and external 
auditors.
                                 ______
                                 

                  Vanguard Prepares for the Year 2000

               how is vanguard addressing the challenge?
    To meet the Year 2000 Challenge, Vanguard has more than 85 computer 
experts dedicated to fixing every affected computer program well before 
January 1, 2000. In addition, we have retained top-quality outside 
consultants for portions of this project.
    All Year 2000 compliance changes to Vanguard computer programs are 
scheduled to be completed by the third quarter of 1998--well in advance 
0f 2000, enabling us to conduct business as usual through the turn of 
the century. This early completion will permit full-scale testing of 
all programs, plus continuous monitoring of computer systems as 2000 
approaches.
    As a Vanguard shareholder, you do not have to do anything to 
prepare for the year 2000--and you will not have to change the way you 
do business with Vanguard.
                   example of the year 2000 challenge
    Say you were born on May 11, 1929. The government says you have to 
start withdrawing money from your retirement plan by April 1, 2000--the 
year after you reach age 70\1/2\. You've chosen to receive the required 
minimum distribution as a monthly check, starting in January 2000. But 
now it's January 4, 2000, and nobody has prepared the retirement plan's 
computer system for years past 1999. The computer determines that you 
are--29 years old (the current year, 00, minus your year of birth, 29). 
Obviously, this is not a valid retirement age, so the computer bypasses 
your distribution. If you fail to realize that the checks aren't 
arriving, you could become subject to a 50 percent penalty tax on the 
amount that should have been withdrawn.
                    what is the year 2000 challenge?
    The Year 2000 Challenge (``Year 2000'') stems from the fact that 
countless computer programs use a two-digit shorthand for calendar 
dates. Many existing programs will assume that 01-01-00 is the first 
day of 1900, rather than 2000. If not corrected by January 1, 2000, 
this glitch could disrupt the calculation of bond interest payments, 
stock trade settlements, retirement benefits, and other financial 
transactions.
    Some have mistakenly assumed that the Year 2000 issue is a problem 
merely for older systems. In fact, many new applications are also 
vulnerable--especially those that interact with or use data stored in 
older applications. The interconnected nature of today's computer 
systems means that a single tainted application could have sweeping 
repercussions in an organization.
                       frequently asked questions
How important is Vanguard's Year 2000 project?
    Providing superior investment performance and related financial 
services to our shareholders is the sole mission of The Vanguard Group, 
and information technology is absolutely vital to that mission. Quite 
simply, it would not be possible to run a modern mutual fund company 
without reliable computer systems. We believe it is critical that we 
protect these systems--and, by extension, our clients--from problems 
that could arise when the calendar reaches the Year 2000.
    To ensure that the Year 2000 Challenge does not create problems for 
shareholders, Vanguard went to work early to address the changes 
required. We plan to complete the changes necessary to our computer 
systems by the third quarter of 1998, leaving ample time for rigorous 
testing and monitoring.
Houw many people at Vanguard are working on the Year 2000 Challenge?
    Vanguard has committed more than 85 seasoned computer experts to 
identifying and eliminating any computer-programming problems related 
to the Year 2000. For some portions of analysis, renovation, and 
testing, top-quality outside consultants have been brought in.
    A full-time Program Manager for Vanguard's Year 2000 project was 
appointed in 1996. Reporting directly to Vanguard's Managing Director 
of Information technology, this Program Manager is responsible for 
ensuring that Vanguard's systems--as well as those of clients, 
partners, and providers--are properly modified and tested.
    A Year 2000 advisory committee--composed of Vanguard's senior 
Information Technology staff and a representative of each major 
internal business group--meets every other week to track progress.
    The Year 2000 team includes ten experienced systems managers and 
more than 75 programmers, software engineers, quality assurance 
specialist, and compliance testers.
Are all of Vanguard's business areas included in the project?
    Yes. Our businesses and services include Vanguard Brokerage 
Services, Retirement Programs, Personal Financial Services, 
Institutional Investor Service, Vanguard Variable Annuity Plan, and 
Individual Investor Services. The Year 2000 project encompasses every 
record or process that is dependent on computers at all Vanguard 
locations: The main campus in Malvern, Pennsylvania, as well as offices 
in Philadelphia; Phoenix, Arizona; Charlotte, North Carolina; and 
Melbourne, Australia.
Are all Vanguard's systems being checked?
    Yes. The systems being examined include all accounting systems for 
institutional and individual shareholders, online access systems, 
telecommunication systems, custon-built software, imaging systems, mail 
room equipment, and more. In addition, the Year 2000 team will verify 
that the systems that control elevators, heating and air conditioning, 
lighting, and security systems at Vanguard will not pose any threat to 
our ability to provide service. We are committed to completing Year 
2000 changes on internal applications by the third quarter of 1998 to 
allow ample time for rigorous testing.
Who will be affected by the Year 2000 Challenge?
    Potentially, the challenge could affect everyone who uses a 
computer. The use of two digits instead of four for calendar years is 
so embedded in software language that most businesses, agencies, 
institutions, and individual users risk problems when the calendar 
turns to 2000.
Why are dates so important?
    Computers use dates in all sorts of calculations, including those 
involving dividend payments, automatic deposits or exchanges, 
retirement benefits, control of inventories, and money transfers--
particularly across time zones.
Why can't we just switch all the dates from two digits to four?
    Sheer volume makes it all but impossible to expand every date in 
the millions of lines of computer code that companies use. Furthermore, 
any change must be compatible with every program and file that can be 
linked to it. Although dates will be expanded to four digits where 
essential, many organizations (including Vanguard) will use 
``windowing,'' a technique that assigns the correct century to any 
given two-digit year date.
Is this a hardware problem or a software problem or both?
    It is a software problem affecting applications, operating systems, 
and utilities. But it also involves hardware--some computers cannot 
work properly with dates beyond 1999 and must be replaced.
Why do some people call this problem a bug or virus?
    Like a virus, the problem could cause unwanted, unpredictable, and 
sometimes damaging results that would spread through linked computers. 
However, the two-digit shorthand for dates was not started as a prank 
or as sabotage. It was used by programmers who had to be frugal with 
their allocation of resources in days when computers had little memory 
and storage capacity.
How widespread are dates in an information system?
    Dates are everywhere. If a database did not contain dates, it would 
mean that the information recorded had no relation to time--which is 
never the case. Consequently, the problem cannot be simplified. It 
potentially involves all programs and all applications.
What does it mean to be ``Year 2000 compliant''?
    An information technology product or service is Year 2000 compliant 
only if it will accurately process data before, during, and after the 
calendar change from 1999 to 2000--and if it can do so even when data 
is exchanged with other systems.
    Vanguard is poised to meet this challenge. Renovations to 
Vanguard's internal systems environment is planned for completion by 
the third quarter of 1998. Full-scale testing will follow renovation, 
and continued compliance monitoring will maintain our environment 
through the turn of the century.
How can Vanguard be sure it won't have problems with connections to 
        outside computers? How will Vanguard minimize risk?
    We are dedicated to working with our many clients, business 
partners, and providers. An assessment of Year 2000 risks is being 
performed for each external relationship. Vanguard will strive to 
accommodate those with compliance schedules that vary from our own 
timetable, but Vanguard will also develop contingency plans for cases 
of noncompliance.
    For the past few years, all new systems at Vanguard have been 
required to retain four-digit years, and they have been carefully 
reviewed for Year 2000 compliance. A set of compliance guidelines has 
been established for use by all information technology developers and 
software engineers at Vanguard. Methods of enforcing compliance in 
information technology development have also been established.
    The integrity of electronic data exchanged with our clients, 
outside portfolio manages, banks, financial advisers, and other 
providers will also be verified. Vanguard's intention is to complete 
the project well in advance of 2000 and to conduct ``business as 
usual'' as the 21st century approaches. Our team of dedicated 
information technology professionals expects to provide uninterrupted, 
high-quality service to shareholders through the turn of the century.
What would happen if the Year 2000 challenge was not completed?
    It could lead to incorrect results in any arithmetic calculations, 
comparisons, or data-field sorting that involved years later than 1999. 
The worst-case scenario is computer failure. Vanguard started early and 
is moving aggressively to thwart that unacceptable outcome.
                                 ______
                                 
                                 [GRAPHIC] [TIFF OMITTED] T7SP98G.015
                                 
                                 [GRAPHIC] [TIFF OMITTED] T7SP98G.016
                                 
                                 [GRAPHIC] [TIFF OMITTED] T7SP98G.017
                                 
                                 [GRAPHIC] [TIFF OMITTED] T7SP98G.018
                                 
                                 [GRAPHIC] [TIFF OMITTED] T7SP98G.019
                                 
                                 [GRAPHIC] [TIFF OMITTED] T7SP98G.020
                                 
                                 [GRAPHIC] [TIFF OMITTED] T7SP98G.021
                                 
                                 ______
                                 

Responses of Matthew P. Fink to Questions Submitted by Chairman Bennett

    Question 1. You indicate in your testimony that ``where 
appropriate'' investment advisers are reviewing the Y2K readiness of 
companies in which they invest on behalf of mutual funds shareholders. 
Can you estimate what percentage of fund managers are reviewing their 
portfolio companies for Y2K readiness, and what percentage of companies 
within their portfolios would typically be reviewed? How are such 
reviews conducted; are the reviews usually based on the SEC quarterly 
filings or are they more rigorous? What does ``where appropriate'' 
mean; when would it not be appropriate to review companies for Y2K 
readiness?
    Answer. The Institute has not formally surveyed its members to ask 
whether they review the Y2K readiness of portfolio companies. 
Accordingly, we are not in a position to state precisely what 
percentage of fund managers perform such reviews, or what percentage of 
companies within their portfolios would typically be reviewed. We have 
discussed these issues with a number of our members, however, and it is 
our understanding that in general, fund managers are reviewing the Y2K 
readiness of portfolio companies and considering it as one element of 
risk when determining which securities a fund should buy, sell or hold. 
While some fund managers are reviewing the Y2K readiness of all 
portfolio companies, other managers tend to focus on issuers of 
securities in which they hold, or may acquire, relatively large 
positions, or which they believe may be particularly vulnerable to Y2K 
issues (e.g., because of heavy reliance on computer systems).
    Members have told us that their portfolio managers or analysts 
review issuers' periodic and other SEC filings but that this is just 
one source of information about Y2K readiness. In many instances, fund 
managers are circulating Y2K questionnaires to portfolio companies and/
or interviewing management on Y2K issues. In addition, in some cases, 
fund managers or analysts review information generated by third parties 
concerning companies' Y2K readiness, where such information is 
available. Of course, even the most thorough due diligence efforts 
cannot assure that no Y2K problems will materialize. For example, an 
issuer whose own systems are Y2K compliant may be affected by 
infrastructure failures. Obviously, it would be impossible for fund 
managers to investigate and evaluate every potential Y2K-related risk 
that possibly could impact each issuer. Thus, as with other factors 
that fund managers consider in making investment decisions, with 
respect to issuers' Y2K readiness, fund managers take reasonable steps 
to permit them to make informed judgments.
    Additional information about whether fund managers consider the Y2K 
readiness of portfolio companies will soon be available in reports 
required to be filed with the Securities and Exchange Commission. The 
SEC recently adopted a proposal that requires every registered 
investment adviser that either has at least $25 million of assets under 
management or is an adviser to a registered investment company (e.g., a 
mutual fund) to file Y2K readiness reports with the SEC. An initial 
report must be filed by December 7, 1998 and a follow-up report is due 
by June 7, 1999. Investment advisers will be required to indicate in 
these reports whether, in formulating investment recommendations for 
clients, they take into account the extent to which the issuer has 
prepared for Y2K and, if so, where the adviser obtains information 
about issuers' preparedness.
    As indicated in my testimony, there are instances in which it may 
not be appropriate to review portfolio companies for Y2K readiness 
because this consideration is irrelevant to the fund's investment 
strategy. For example, so-called index funds typically seek to match 
the performance of a specified index (such as the S&P 500 Index) by 
investing in the issuers (or a statistically selected sample of the 
issuers) that are included in the index. These funds employ a passive 
approach to investing that does not involve any fundamental analysis of 
the issuer. Thus, in the case of an index fund, it would be 
inconsistent with the fund's investment objective and strategies, as 
disclosed in its prospectus, for the adviser to use information about 
an issuer's Y2K readiness as the basis for determining whether to buy, 
sell or hold the issuer's securities. The same could be true for other 
types of funds whose stated investment strategies involve selecting 
securities according to a formula or other specified criteria and do 
not involve fundamental analysis.
    Question 2. We have reason to believe that many companies 
understate the seriousness of the Year 2000 problem in their public 
disclosures fearing the potential negative impact on the company's 
stock position if significant problems are disclosed. Do you believe 
the quarterly filings correctly characterize the impact of the problem 
on publicly-traded companies? Will the Y2K safe harbor legislation, 
being marked up in the Judiciary Committee this morning promote better 
disclosure or is it simply a business decision?
    Answer. Based on our discussions with members, we understand that 
the disclosure in public companies' quarterly SEC filings tends to be 
general. This is understandable to some extent; many companies' 
computer systems are interdependent with other systems that they do not 
control, and as to which they are not in a position to assure 
compliance. Concerns about potential liability also may discourage more 
specific disclosure. We are hopeful that the pending Y2K safe harbor 
legislation, as well as the SEC's recent disclosure guidance, will 
promote better disclosure. In addition, disclosure may improve as 
companies get farther along in their Y2K assessments and testing 
efforts. As noted above, however, periodic and other filings often are 
just one source of information about issuers' Y2K readiness that fund 
managers consider. Moreover, many of our members invest in companies 
based in large part on the quality of corporate management, and it is 
believed that well-managed companies would be more likely to address 
Y2K issues in a diligent fashion.
    Question 3. You indicate in your statement that the Investment 
Company Institute represents 95 percent of the mutual fund industry. 
Our Committee has found in other industries that large companies will 
generally be better prepared for the Year 2000 than medium and small 
companies. Do you think this will also be true of mutual funds, i.e. 
will large funds be better prepared than small funds?
    Answer. In contrast to other types of companies, in the case of 
mutual funds, there are several reasons why the size of a fund (or fund 
complex) will not necessarily correlate with the level of its Y2K 
preparedness.
    For example, as I indicated in my testimony, mutual funds 
themselves are merely pools of assets; their operations typically are 
conducted by external service providers. Because of this dependence on 
service providers, a critical determinant of funds' Y2K readiness will 
be the Y2K readiness of their key service providers. This is true 
regardless of the size of the fund or fund complex.
    Moreover, in general, smaller fund complexes may be more likely to 
outsource functions to large, third party service providers such as 
transfer agents and custodian banks. For example, a large fund complex 
may encompass its own, affiliated transfer agent because this structure 
can make sense where there are numerous funds within the complex 
requiring transfer agency services. In contrast, a smaller fund complex 
may be more likely to contract with a third party transfer agent for 
these services. A relatively small number of well-established 
organizations provide mutual fund transfer agency and custodian 
services. The prevalence of outsourcing may tend to enhance smaller 
complexes' Y2K readiness and put them on a par with large fund 
complexes.
    In addition, some smaller fund complexes might have fewer, and/or 
newer, computer systems. As a result, their exposure to Y2K problems 
could be reduced.
    For these reasons, it would be inappropriate to assume that medium 
and small fund companies will be less well-prepared for Year 2000 than 
large fund companies.
    Question 4. Other than loss of public confidence, what potential 
Y2K problems are your members most concerned about?
    Answer. Loss of public confidence is an overarching concern. One 
specific issue that Institute members anticipate they may face as Y2K 
approaches is an unusually high volume of phone calls from investors. 
Many firms have contingency plans in place designed to ensure that they 
will have the capacity to handle this situation. Our members also are 
reviewing possible infrastructure issues and developing contingency 
plans for back-up power supplies, for example. Another potential 
concern is the ability to receive prices for portfolio securities from 
pricing services or other outside sources. Fund groups are testing 
their interfaces with these sources to seek to avoid problems of this 
type.
    Question. 5. What percentage of the total dollar investment in 
mutual funds are in IRA's, 401K's, or other retirement or pension 
programs? Are fund managers taking any special action to ensure that 
these funds are protected from Y2K-related problems?
    Answer. Institute data show that the share of mutual fund assets 
held in retirement accounts (including IRA's and employer-sponsored 
accounts) was approximately 35 percent in 1997.
    In response to the question of whether our members are ``taking any 
special action to ensure that these funds are protected from Y2K-
related problems,'' it should be noted that our members' Y2K compliance 
efforts do not distinguish between different types of fund shareholders 
(e.g., those who hold shares of a given mutual fund directly versus 
those who hold shares of the same fund in an IRA or through an 
employer-sponsored retirement plan). Thus, all fund shareholders (and, 
indirectly, plan participants) benefit equally from these efforts. 
Another important point to keep in mind is that ERISA generally imposes 
on plan sponsors (and not service providers such as the fund's 
investment adviser) a fiduciary duty with respect to plan participants. 
That being said, many of our members are communicating regularly with 
plan administrators and sponsors about the fund group's Y2K compliance 
efforts. In some cases, members have prepared letters or other special 
publications for this purpose. Some samples are attached to this 
letter. In addition, many fund groups are systematically testing their 
interfaces with all third parties--including administrators and 
sponsors of retirement plans.
                                 ______
                                 

     Attachment--Sample Letter on OppenheimerFunds, Inc. Year 2000 
                              Preparations

August 14, 1998.

Attention

              Vice President
Dear

    4We have received your recent letter and in answer to your 
questions, we wanted to take this opportunity to make you aware that as 
the next century approaches, OppenheimerFunds, Inc. is aware of the 
potential problems associated with the advent of the Year 2000. In 
order to address the potential problem associated with the Year 2000, 
OppenheimerFunds, Inc. has developed a very detailed Year 2000 project 
plan that incorporated all facets of our business.
    The Plan: Our Year 2000 project plans highlight 365 individual 
milestones spread across 18 categories of areas that might potentially 
have Year 2000 problems. These include categories for dependencies 
(including bank partners), client/server application software, client/
server and LAN system software, client/server and LAN hardware, 
commercial off the shelf software, mail room software and hardware, 
telecommunications equipment and services, firmware, potential early 
failures, validation, transmissions, and interfaces. Each category of 
effort further encompasses the following major tasks and deliverables: 
Inventory--What do we have? Assessment--Does it have a Year 2000 
problem? Test Prioritization--How important is the product and when do 
we test it? Contingency Planning--What will we do if it doesn't work? 
Communication Plan--How do we let everyone know the status? Test Plan 
Development--How do we test the product and who needs to be included in 
the test? Implementation--Correct any Year 2000 problem or if not 
possible or feasible, replace the product with a product that is Year 
2000 compliant. Testing--Test any implemented changes in a test 
environment with aging processes.
    The Year 2000 Team: OppenheimerFunds, Inc. has had a dedicated 
project loam in place working on the Year 2000 issue since l995. This 
team now includes 25 people including existing employees, persons hired 
specifically for the Year 2000 effort, and consultants hired became of 
their expertise in this area. The Year 2000 team is supported by 
employees in the rest of the organization through help in testing, 
implementing changes and preparing contingency plans.
    Inventory and Assessment: To date, the Year 2000 team has completed 
the inventory and assessment of all of the hardware and software 
currently utilized by OppenheimerFunds, Inc. They have also created a 
sophisticated repository which is continually updated and  that 
includes a vast array of information about critical inventory data. 
This repository allow OppenheimerFunds, Inc. to track the progress of 
the Year 2000 effort as well as verify the Year 2000 readiness of any 
particular system. Additionally, the Year 2000 team has completed a 
comprehensive PC test plan which was used to test every type of PC used 
at our facilities. After completing the tests, recommendations were 
developed for replacing or correcting all non-compliant PC's.
    As part of the Inventory and Assessment, OppenheimerFunds, Inc. has 
worked to locate and evaluate any systems that may encounter Year 2000 
problems before the Year 2000. A plan is being formed to deal with 
these potential early failures.
    Implementation: As of the date of this letter, we have completed 
248 out of 365 milestones in our project plan. This includes all 
inventory, assessment, communication and contingency plans and test 
prioritization of all categories. Other milestones such as test plan 
development, implementation, and validation  are well underway with 
significant progress expected to be made the last half of 1998.
    OppenheimerFunds, Inc. is well aware that the success of its Year 
2000 plan relies on the readiness of many of its outside vendors and 
with our business partners with whom it exchanges information on a 
daily basis. To that end, we have a dedicated group in the Year 2000 
team working with all known outside vendors and business partners to 
establish testing plans and implement changes as necessary. 
OppenheimerFunds, Inc. sent letters to vendors and business partners 
requesting information regarding their Year 2000 readiness. All vendors 
of hardware and software except two have responded positively that 
their products are either compliant now or will be made compliant by 
early 1999. We have also hard from most of our business partners. The 
Year 2000 team is now working on contracting any outside business 
penner who has not yet responded to our request for information. When 
necessary, OppenheimerFunds, Inc., will work with our outside business 
partners and vendors to develop testing plans to help ensure that 
services are not interrupted because of Year 2000 issues.
    Testing: The internal testing of software to address the Year 2000 
project is a large part of the OppenheimerFunds Year 2000 project plan. 
To facilitate the testing, OppenheimerFunds, Inc. established a 
specific test environment including  separate Logical Partition on our 
IBM mainframe system, client/server database, and Local Area Network. 
The Year 2000 team coordinates test plan development and actual testing 
of both internal and third-party applications with business developers 
and technical support areas. At this point minor problems were 
uncovered with two internal applications and these were corrected and 
retested. Two third-party software packages have been found to be non-
compliant, vendors were notified, and we are awaiting corrections. We 
have also uncovered four problems win hardware including one on a PC 
where we will correct the BIOS, and three on telecommunication hubs 
that we will either work around or the vendor will replace the 
components. OppenheimerFunds, Inc. continues to work with various 
vendors to implement compliant software as soon as it is available. The 
majority should be available for testing by the end of 1998 with the 
remaining completed in 1999. Our project plan includes continued 
validation efforts for software through June 1999.
    Industry-wide testing: OppenheimerFunds, Inc. recognizes the value 
of the industry-wide testing designed to address Year 2000 problems. As 
a part of the Year 2000 project plan, OppenheimerFunds, Inc. will have 
a dedicated team focusing on the scheduled industry testing by the end 
of 1998. In order to be prepared to fully participate with the point-
to-point industry-wide testing, members of the Year 2000 team attended 
the SIA conference earlier this Year and will attend the conference to 
be held in October of this Year. Our industry testing teem will include 
Year 2000 team members, user testers and technical personnel. We will 
participate in other industry wide tests scheduled to be performed in 
third or fourth quarter of 1999. Additional, we are working directly 
with various business partners to test specific applications and 
transmissions.
    Implementation of tested software: OppenheimerFunds has started 
adding enhancements where necessary to allow for appropriated date 
processing to accommodate the change of century and work towards full 
century compliance. We have implemented a significant amount of the 
software that we believe is Year 2000 compliant and we are currently in 
the process of testing that software.
    Contingency Plans: An important part of our Year 2000 project plan 
is to develop contingency plans for any problems associated with the 
Year 2000. These contingency plans include plans for early failures, 
mainframe software and hardware, client/server applications, mail room 
products, telecommunications equipment, firmware and off the shelf 
products. Plans were established for dealing with potential failures of 
business partners, service providers and we have also, when possible, 
developed contingency plans for any problems with utilities or 
facilities.
    Management Involvement: All levels of management at 
OppenheimerFunds, Inc. have some responsibility for addressing 
potential problems associated with the Year 2000. The management in 
each business  was directly involved in the assessment and 
identification of the various products utilized by OppenheimerFunds, 
Inc. Additionally, many of the business units are assisting the Year 
2000 team in implementing changes necessary to accommodate the change  
of century. The management of each business unit will also be involved 
in developing and performing testing of products in their areas for 
Year 2000.
    Additionally, OppenheimerFunds, Inc. has also established an 
executive steering committee for the Year 2000 project as well as an 
operational steering committee at each of its offices. Both executive 
and operational Year 2000 steering committees meet regularly to review 
progress of the Year 2000 project and resolve high level or company 
wide issues.
    In addition, formal presentations are given to other management 
staff quarterly and to Boards of Directors for the Oppenheimer funds. 
We also strive to provide updated information to all of our officers, 
managers, and employees. A newsletter specifically devoted to Year 2000 
awareness is published for all employees on a semi-annual basis. 
Additional information is also included on our Internet site at 
oppenheimerfunds.com.
    As you know, this is a world-wide problem and we want to assure you 
that we here at OppenheimerFunds, Inc. have been actively wording on 
changes to our computer systems to help ensure that our systems will be 
adapted in time for Year 2000. As a company, we have placed a very high 
level of importance on the Year 2000 project. We hope this information 
addresses your concerns. Should you have any further questions, please 
feel free to call me at (303) 768-2935.\1\
---------------------------------------------------------------------------
    \1\ The document ``The Vanguard Guide to Year 2000 Compliance'' can 
be obtained by contacting The Year 2000 Program Officer at either: P.O. 
Box 2600, VM310, Valley forge, PA 19482 or 1-610-669-2000 (Toll-free) 
1-800-230-2000. To send e-mail [email protected]

---------------------------------------------------------------------------
            Sincerely,

                                           George C. Bowen,
                                 Senior Vice President & Treasurer.

                  Prepared Statement of Donald Kittell

                              introduction
    Senator Bennett and Members of the Committee. My name is Donald 
Kittell, and I am Executive Vice President of the Securities Industry 
Association (``SIA'').\1\ I appreciate the opportunity to testify today 
on Year 2000 testing in the securities industry. I ask that a copy of 
my statement be included in the record.
---------------------------------------------------------------------------
    \1\ The Securities Industry Association brings together the shared 
interests of nearly 800 securities firms to accomplish common goals. 
Accounting for 90 percent of the securities business done in North 
America. SIA member-firms (including investment banks, broker-dealers, 
and mutual fund companies) are active in all markets and in all phases 
of corporate and public finance. The U.S. securities industry manages 
the accounts of more the 50-million investors directly and tens of 
millions of investors indirectly through corporate, thrift, and pension 
plans. The industry generates approximately $270 billion of revenues 
yearly in the U.S. economy and employs more than 380,000 individuals. 
(More information about SIA is available on its home page: 
www.sia.com.)
---------------------------------------------------------------------------
    The Year 2000 effort is the largest business and technology effort 
the financial services industry has ever undertaken, with a cost 
projected to range between $4 and $6 billion. In 1995, SIA's Data 
Management Division \2\ organized a project team to address this issue. 
As past of this effort, SIA, its member firms, and a cross-section of 
other organizations (including clearings corporations, depositories, 
exchanges, custodians, and self-regulatory organizations), formed a 
workings committee to develop a plan to fix the problem. From the 
beginning, our primary goal has been to protect the U.S. investing 
public by ensuring a successful transition to the Year 2000. Developed 
by several industry committees, the project plan is simple in concept 
but extremely complex in implementation. It is continuously updated, 
but the key tasks include: (1) inventorying all date-related conditions 
within the industry's hardware and software; (2) remediating all date-
related conditions to the Year 2000 environment; and (3) testings 
industrywide all hardware and software to determine whether the 
remediation was successful. Each of these tasks must be performed by 
every securities firm, exchange, bank, clearance and settlement 
organization, service bureau, and vendor that supports the industry 
since each interfaces with the other.
---------------------------------------------------------------------------
    \2\ SIA divisions are composed of individuals engaged in 
specialized areas of activity who work together in addressing issues 
and problems in their spheres of expertise and educate their 
constituents via seminars and conferences throughout the year. The 
divisions maintain close liaison with other elements of SIA through the 
Operations Committee of the SIA as well as other committees, but are 
autonomous in their operations.
---------------------------------------------------------------------------
    SIA has played a major role in promoting awareness of critical Y2K 
issues in the United States and abroad, sharing our expertise with 
other industries and the public sector. Specifically, we have:
  --Increased awareness within the industry about the millennium bug 
        and the need to resolve the problem;
  --Surveyed the financial services industry to determine Y2K 
        readiness;
  --Organized industry conferences, symposiums, and other forums to 
        update industry and government on the progress of the Y2K 
        initiative;
  --Briefed Congress, the Administration, and other government agencies 
        on the industry's Y2K efforts;
  --Supported U.S. government efforts by speaking at government and 
        industry forums and educating Congressional staff; and
  --Maintained a web site designed to provide the securities industry 
        and others with the most up-to-date information on Y2K.
    Additionally, SIA is a founding member of the Steering Committee of 
the Global 2000 Coordinating Group, whose efforts parallel the goals of 
SIA in creating awareness and assisting in Y2K readiness activities 
around the world. Currently, the group includes commercial and 
investment banks, insurance companies, industry associations, and 
others. Efforts are focused on sharing best practices, testing 
methodologies, and generating dialogue on issues concerning global 
linkages.
                       sia's year 2000 committees
Year 2000 Steering Committee
    Early on it became clear to us that the Year 2000 required the 
attention of senior management. In older to raise Y2K awareness to the 
highest levels in the firms, SIA created a Year 2000 Steering Committee 
to serve as a liaison to senior industry management. Over time, the 
Committee has established several subcommittees concerned with 
identifying and reducing risks associated with the Y2K conversion.
Vendor subcommittees
    The securities industry relies heavily on financial information and 
services supplied by outside vendors. Data providers, such as Bloomberg 
and Telerate, are critical to the smooth functioning of the U.S. 
capital markets. Third party vendors, such as IBM, Microsoft, Oracle, 
AT&T, and Lucent, supply the industry with computer hardware, software, 
telecommunications, and other critical products and services. The Data 
and Service Providers and Third Party Vendor Subcommittees were created 
to address issues specifically related to outside vendors. They have 
been working with data providers and vendors to define common industry 
testing schedules and to assess their level of Year 2000 readiness.
Physical facilities subcommittee
    We are well aware that our conversion efforts will be meaningless 
if we cannot access our buildings and open for business on January 3, 
2000. The Physical Facilities Subcommittee was established to assess 
and encourage Year 2000 readiness among utility companies, landlords, 
and vendors. The subcommittee is particularly concerned about the state 
of the building facilities, as well as security systems.
                                testing
    The most important element of the conversion project is a 
comprehensive testing program. Before going into detail about testing, 
I want to highlight the tremendous progress we have made over the last 
six months and say that we are strongly encouraged that Wall Street 
will be ready when Year 2000 arrives.
    Testing is a multi-step process. First, each individual industry 
participant must test its own critical systems. Then, participating 
firms must test with their key processing partners, including banks, 
clearance organizations, and third patty vendors. Finally, industrywide 
testing must occur. This testing must simulate trading from order entry 
through the settlement and clearance process or, to use the jargon, 
``end to end.''
    The securities industrywide testings program will begin in early 
1999. In July 1998 we conducted a rehearsal, or so-called ``beta 
test.'' This ``test of the test'' gave the industry a chance to review 
the testings plans and gauge the readiness of the firms, markets, 
clearing films, and depository organizations. SIA has devoted 
considerable time over the last two years defining the critical issues 
and developing a testings methodology that would best serve the 
securities industry. Workings groups were formed to analyze the 
conditions and sequence of events for each test product and to create 
sample trades, which are known as ``test scrips.''
    Twenty-eight films (the ``control regroup'') participated in the 
testing, along with 13 exchanges and utilities. These firms handle 
about 50 percent of the total U.S. daily trading volume. Six products 
were tested (equities, options, corporate bonds, municipal bonds, unit 
investment trusts, and mutual funds): money market installments, 
government securities, and mortgage-backed securities are being tested 
separately. Each firm, depending on the specific tests in which they 
participated, input approximately 500 hypothetical trades on each of 
the testing days. Test scripts included specific conditions such as 
canceled trades, good-till-canceled orders, and other types of 
transactions that occur on a normal day. Firms were able to process the 
complete cycle of a trade in the days between the time 1900 ``ended'' 
and the year 2000 ``began.''
    The purpose of the beta test was to validate the methodology for 
the upcoming industrywide test rather than to determine specific 
information on each firm's level of preparedness. We wanted to know 
whether the test concept worked and if it could be applied to the 
entire securities industry. From this perspective, we believe the test 
was a major success. Additionally. we have compiled the following 
conclusions from the beta test that will assist the industry in 
preparing for the industrywide testings:
  --By and large the results strengthened our confidence in the extent 
        to which the industry has marshaled the resources--manpower, 
        expertise, money--to be ready for the Year 2000.
  --The beta test showed us that we have improvements to make in the 
        testing methodology, but these chances are relatively minor. 
        These include:
                  1. Developing a method whereby we can communicate 
                simultaneously with a group of hundreds of 
                participants.
                  2. Spending more time educating participants about 
                the testings procedures and what they must do to 
                prepare for it. This means, for example, getting the 
                test script to firms as soon as possible.
                  3. Having an extensive ``help desk'' on testing days 
                to field questions quickly as the test unfolds.
                         industry wide testing
    With beta testing complete, we are using the knowledge we gained to 
prepare for the industrywide test starting in early 1999. Similar to 
the beta test, industrywide testings will simulate a trading cycle and 
will include broker-dealers, exchanges, and utilities. Most self-
regulatory organizations (SRO's) are imposing some level of required 
Year 2000 testing. SIA is striving to ensure that the SROs' testing 
parameters are included in SIA's test. To participate in the SIA test, 
firms will register via our Web site. They will be required to complete 
a set of prerequisites as stipulated by the exchanges, clearing 
organizations, and depositories. If during the test a firm successfully 
processes hypothetical trades through the full transaction cycle--trade 
through settlement--with the appropriate internal balancing of the 
trades to the cleating organizations, then they would have demonstrated 
that their systems can interact with Wall Street's infrastructure. 
Successful completion of the test is not an indication that a firm is 
totally Year 2000-ready. Other internal systems not affected by trade 
processing systems will still have to be properly remediated and 
tested.
    To facilitate the industrywide test, SIA, in conjunction with 
PricewaterhouseCoopers, developed a ``How To Test Guide'' for 
participants. The document is in its final steps of preparation and 
will be released at SIA's upcoming Year 2000 Update Conference on 
October 2, 1998. It will include:
  --A preliminary in-house check list to prepare for the test;
  --Point-to-point testing requirements;
  --Reference to the requirements of the individual exchanges or 
        utilities;
  --Required setups for participation in the test;
  --Fixed testing schedules;
  --Links to an up-to-date contacts list;
  --Input and output time frames; and
  --Frequently-asked questions or problems, and their respective 
        answers or resolutions.
                               conclusion
    I think it is important to note that our approach to the Year 2000 
conversion is unique and has served as a model for other industries. 
Additionally, because of the securities industry's early start, it is 
well along and on schedule in its preparations for a smooth transition 
to the new millennium. Indeed, our successful beta testing efforts 
indicate that our concept is working and we are looking forward to the 
much bigger challenge of industry testings in 1999.
    We have experienced great success so far, which we attribute to the 
massive and unprecedented effort by industry volunteers. We certainly 
hope that the teamwork demonstrated throughout the Year 2000 project 
becomes the foundation for all future industry efforts. SIA would like 
to acknowledge the cooperation of regulators, exchanges, depositories, 
and broker dealers in makings our efforts successful to date. We will 
continue to draw upon that cooperative effort throughout next year and 
into 2000. We intend to keep you fully apprised of our progress and 
results as we go forward in our efforts. As always, the SIA Web site is 
a current source of all related activities. The address is www.sia.com.

Exhibit A.--Securities Industry Association: Frequently Asked Questions 
                             about Testing

    Question. What is a beta test?
    Answer. The beta test is a ``dress rehearsal'' for the industrywide 
testing that will begin early in 1999. It is a test of the test, but 
more than that, it will give us the chance to review the testing plans 
to date and gauge the readiness of the firms, the exchanges, clearing 
firms, and depository organizations to proceed.
    Question. What is actually going to be tested?
    Answer. Testing will begin on July 13 for equities, options, 
municipal bonds, corporate bonds, Unit Investment Trusts, and mutual 
funds.
    The test will simulate a trading cycle--from order entry to 
settlement--in a Year 2000 environment. Product Focus Groups, 
consisting of volunteers from members firms, have reviewed the scripts 
to incorporate product-specific characteristics in the material.
    The test for government securities will begin July 1998, and be 
conducted Monday through Thursday of each week during the month. The 
first round of testing of mortgage-backed securities for the Mortgage 
Backed Securities Clearing Corporation began on June 6, and will 
continue on June 13, 24, and 27. The futures industry beta test is 
scheduled to start Saturday, Sept. 12. The remainder of the test will 
be Saturday, Sept. 26, 1998.
    Question. How many organizations are participating in the beta 
test? Which firms are involved?
    Answer. In addition to the 29 firms, 12 exchanges, markets, 
utilities, and depositories will participate. A complete list of the 
organizations participating in each test is included in the material 
provided.
    The beta test firms have been members of SIA's Year 2000 Testing 
Subcommittee, and have been involved for more than a year in developing 
the testing plans and have satisfied the prerequisites.
    Question. What are the prerequisites to participate in beta 
testing?
    Answer. To participate in the beta test, a firm must have a 
separate Year 2000 testing environment, dedicated test communication 
lines, and have satisfactorily completed point-to-point tests with the 
appropriate counterparty. In addition each exchange, utility, and 
depository has its own set of prerequisites for testing.
    Question. How will the testing process be managed?
    Answer. Coopers & Lybrand has been retained to oversee the testing 
process. The firm will handle information tracking with participants in 
the beta test, maintain lists of contacts at participating firms, and 
act as an information resource for firms.
    The SIA has set up the following communication links for the 
testing: a toll-free number (888-925-4742) and an e-mail address 
([email protected]).
    Question. How thorough are the tests?
    Answer. The scripts test the most common orders for each product in 
an average trading environment. Firms should internally test conditions 
not covered in the industry test, such as high volume periods, and any 
other specific products that are an integral part of their business.
    Question. Who is evaluating the results? What will you be looking 
for?
    Answer. The SIA Year 2000 Project Team and Coopers & Lybrand, the 
testing project manager, will analyze the test data.
    We will be evaluating the thoroughness of the testing scenarios, to 
see if additional steps need to be added. We will also evaluate the 
preparedness of the participants--firms, exchanges, clearing firms, and 
depositories--and make appropriate recommendations to enable them to 
proceed on schedule with industrywide testing.
    Question. What if the results show that the test scripts need to be 
revised? That firms aren't ready?
    Answer. The purpose of the beta test is to uncover any problems or 
areas that have been overlooked in the original testing scripts. We are 
anticipating a certain amount of modification of the scripts, based 
upon the results. A second beta test may be scheduled in September or 
October to test the revisions.
    Firms that need to do more work on their systems will have time to 
correct the problem and participate in the subsequent round of testing. 
If no further testing is scheduled, they will work one-on-one with the 
securities markets and utilities to test their interfaces with them.
    Question. The test is being run during the regular work week. Will 
the firms be able to continue regular operations?
    Answer. The firms in the beta test have the capability to run 
separate communication lines and equipment or logical partitions (a 
portion of the computer) dedicated to the test. By testing during 
regular business hours, when all parties involved in will be fully 
staffed, the test will receive maximum support.
    Question.Many firms may find the cost of becoming Year 2000-
compliant burdensome. What can they do?
    Answer. There are a number of options available to smaller firms 
that are behind schedule or underbudgeted for the conversion. They can 
prioritize their systems based on their criticality to the functioning 
of the business and focus the resources on ensuring that those systems 
are compliant. The sooner these firms begin addressing the issues, the 
more options will be available to them.
    Question. Are some firms totally replacing their systems?
    Answer. Many firms have discovered during the inventory process 
that replacing their systems now offers not only Year 2000-compliance 
but increased efficiency. Management at these firms is seeing this 
process as an opportunity to invest in state-of-the-art software.
    The Information technology platforms that result from the entire 
Year 2000 remediation process will be well documented and well tested, 
more powerful and more disciplined than ever.
    Question. With decimalization, OATS, ACATS, and a host of other 
projects on the table, is it possible for firms to get the necessary 
work done in time?
    Answer. SIA commissioned The Tower Group to study the technological 
resources of financial services firms and their ability to complete 
nine significant projects between now and the year 2000. The 
respondents expressed confidence that the necessary resources would be 
committed to the projects, but emphasized that those projects that must 
be completed by December 31, 1999 should not be compromised by projects 
that can be deferred.
                                 ______
                                 

 Responses of Donald Kittell to Questions Submitted by Chairman Bennett

    Question 1a. First, let me commend the Securities Industry 
Association (``SIA'') for being a leader in its approach to Year 2000 
problems. The Committee has often cited the SIA industry-wide or 
``street-wide'' testing approach as the model for other industries to 
emulate. You say in your statement that SIA's recently completed beta 
test ``by and large'' strengthened your confidence in the industry's 
Y2K preparedness. Can you elaborate on the basis for that confidence?
    Answer. Our level of confidence improved with the successful 
completion of the Beta test. We learned that the participating firms 
were able to input trades in a simulated Year 2000-environment, send 
them to the appropriate market for execution, and the appropriate 
financial utility for confirmation and clearance. The markets and 
financial utilities demonstrated that they were also able to process 
the trades and rout them to the appropriate parties and counter-
parties. In addition, the majority of the software that was remediated 
and used by the exchanges and financial utilities in the Beta test is 
in use today.
    Question 1b. Didn't you experience some unanticipated interface 
problems among participants in the test?
    Answer. Many of the incidents reported resulted from the Beta test 
prerequisites which included establishing a separate Y2K testing 
environment that duplicated the firms' production environment. The 
resulting Beta test set-up and configuration issues were resolved as 
the test progressed. For example, early in the test some firms had 
problems communicating with the exchanges and utilities. In addition, 
some reports and files were not successfully transmitted to the 
participants.
    Question 1c. Did the testing reveal any other unanticipated 
problems?
    Answer.
                      beta test problems, comments
  --Test scripts required some minor corrections. For example, not all 
        test cases were executable on all of the regional exchanges. 
        These scripts are being reviewed and revised specifically by 
        regional exchange.
  --Some firms requested more differentiation in the scripts with 
        respect to prices, symbols, etc., to facilitate internal 
        balancing.
  --Some minor problems occurred because security information was set-
        up inconsistently in the master files of the markets, 
        utilities, or participants. These problems were resolved as the 
        test progressed.
  --Coordination of the beta test required constant communication among 
        the participants, and the markets, and the utilities. We are 
        reviewing our communication strategy for the industrywide test.
                            lessons learned
  --Pre-testing for connectivity and passing data between participants 
        and the markets and utilities must occur before the industry 
        test. A new focus group was formed to develop the pre-test 
        requirements for each participant.
  --It appears as though some participants will have difficulty 
        utilizing production systems for the industrywide test due to 
        the amount of time required to complete their normal weekend 
        processing and then complete the proper set up for the Year 
        2000 environment. In addition, the window of time on each 
        weekend allocated for the industry test may not be sufficient 
        for all participants to prepare their systems for Monday 
        morning production processing. As a result, the strategy for 
        industrywide testing is being reviewed and will require 
        additional work.
  --The scripts need to be streamlined for the industry test.
  --More differentiation is required in the test scripts with regard to 
        test symbols, prices, and quantities to facilitate the checkout 
        process for participant firms.
  --Reporting of test results needs to be modified. The current web-
        based application is being reviewed to streamline the reporting 
        of results.
    The input received from participants will be incorporated as SIA 
refines the testing scripts and procedures in preparation for the 
industrywide test in March 1999. SIA will be developing a method to 
provide for ongoing communication among participants throughout the 
testing cycle.
    Question 2. You indicate in your statement that 28 firms 
participated in the recently completed beta test, and that these arms 
represent 50 percent of the total daily trading volume. The Committee 
has found without exception that the largest firms in each industry 
sector have been the most aware and generally best prepared for Y2K. 
Since the 28 firms who participated in the beta test are obviously the 
largest in the industry, do you have confidence that the others are 
similarly prepared?
    Answer. We share your concern about the level of readiness amongst 
the medium and smaller size firms. Now that the Beta test is over we 
are focusing on education, SIA and the committees are concentrating on 
the firms that were not part of the Beta test. We recently held a Year 
2000 Update Conference in NY on October 2, with over 700 attendees. The 
program was quite extensive and it featured an overall update on our 
project. In addition, on February 2&3, 1999, we have scheduled a 
testing seminar whereby we will devote the entire two days to 
explaining the test with representation from our committees, and the 
exchanges and financial utilities.
    Question 3. According to your testimony, the recently completed 
beta test was just the beginning of an extensive course of ``street-
wide'' testing to be conducted next year. Do you anticipate more 
problems and more complex problems as you add more and more arms to the 
testing process?
    Answer. We have taken several steps to address the anticipated 
problems which may result in broadening the participation in the test. 
After the Beta test, a testing strategy committee was formed to analyze 
the results and recommend how we can scale the test up for 300-400 
participants. It was decided to proceed with our original plan with the 
test starting on March 6, 1999. In addition, we will enhance our web 
application for broadcast messaging and test registration. We have 
planned regional educational seminars for the first two weeks of 
November.
    Question 4a. Isn't it true that firms participate in SIA's testing 
on a voluntary basis? If so, won't the firms most prepared be the only 
ones that will participate and, thus, miss the firms that could most 
benefit from testing?
    Answer. Firms are participating in the SIA test on a voluntary 
basis. However, most exchanges and financial utilities are in the 
process of implementing a mandate that will require their members 
engage in some form of Year 2000 testing. We are working with them to 
ensure that the SIA test satisfies their requirement. SIA has sent a 
letter to its membership requesting that all clearing firms register 
for the test.
    Question 4b. What percentage of firms are opting out of the testing 
process?
    Answer. We do not have the percentage of firms that have opted out 
of the testing process as yet. However, my opinion is that firms not 
participating in the test would be limited to those who would be 
placing their production operation in jeopardy. An example of this may 
be a firm with only one processor and does not have the resources to 
participate. SIA will address this issue if it becomes necessary, and 
will suggest an alternate testing solution.
    Question 4c. What steps will you take to ensure that non-
participants will be Y2K ready?
    Answer. The SEC has joined the SIA's Year 2000 Steering Committee. 
We will provide the SEC with a list of firms that have registered for 
the test.
    Question 5a. You indicate in your statement that successful 
completion of industry-wide testing is not an indication that a firm is 
totally Year 2000 ready. What else must firms do to demonstrate that 
they are ``totally'' Y2K ready?
    Anwer. The SIA test allows a firm to test with the rest of the 
street's infrastructure. We are simulating a true trading cycle from 
trade date through settlement date. Therefore, only the internal 
systems that interact with the trade processing portion of the business 
will be tested. Firms are responsible for testing other systems such as 
payroll and accounts payable/receivable.
    Question 5b. From SIA's perspective, what do you view as the most 
significant Y2K problems facing the securities industry?
    Answer. Our biggest Y2K concern would be any outside provider that 
is beyond our capability to test such as power, telecom and water.
                               __________

                 Prepared Statement of Alan D. Lebowitz

    Mr. Chairman and Members of the Committee, thank you for the 
opportunity to testify about the steps the Pension and Welfare Benefits 
Administration (PWBA) is taking under the Employee Retirement Income 
Security Act, or ``ERISA,'' to assist employers and others responsible 
for managing employee benefit plans in addressing the Year 2000 
problem. I am Alan D. Lebowitz, Deputy Assistant Secretary for Program 
Operations for PWBA.
    PWBA is the agency of the U.S. Department of Labor responsible for 
administering and enforcing ERISA, the primary Federal statute that 
governs employment-based pension and welfare benefit plans. ERISA 
establishes comprehensive fiduciary standards to govern the conduct of 
those responsible for management and administration of employee benefit 
plans. Among other things, a plan fiduciary must discharge his or her 
duties with respect to a plan solely in the interest of the plan's 
participants and beneficiaries. In addition, a plan fiduciary must 
discharge those duties with ``the care, skill, prudence and diligence 
under the circumstances then prevailing that a prudent person acting in 
a like capacity and familiar with such matters would use in the conduct 
of an enterprise of a like character and with like aims.'' A 
fiduciary's failure to comply with ERISA's fiduciary responsibility 
requirements may result in personal liability for losses incurred by a 
plan or its participants and beneficiaries. In accordance with these 
standards, plan fiduciaries, such as plan administrators, trustees, and 
investment managers, are responsible for ensuring that plans and their 
participants and beneficiaries are protected. Such protection includes 
the establishment and implementation of a prudent procedure for 
ensuring that the plans' own computers, and, to the extent possible, 
those of the plans' service providers are Year 2000 compliant.
    Because the Year 2000 or ``Y2K'' problem could have a substantial 
impact on plan investments, benefit payments and other essential plan 
operations, plan fiduciaries are responsible for establishing and 
implementing a strategy to evaluate and ensure Year 2000 compliance. 
Given the complex and technological nature of this problem, plan 
fiduciaries may need to hire competent outside consultants and experts 
to inventory, review, assess, convert and test the computer systems 
relating to the plan. The plan fiduciary's selection of Y2K service 
providers is subject to the same fiduciary considerations as the 
selection of other plan service providers.
    In addition to addressing the Year 2000 problem as it relates to 
computer systems under their control, plan fiduciaries have an 
obligation to determine whether the plan's critical operations will be 
endangered by the computer systems of individuals and organizations 
that provide services to the plan, such as third party administrators. 
In this regard, plan fiduciaries are responsible for obtaining 
information sufficient to evaluate the Year 2000 compliance of all of 
the plan's existing service providers and determining what action is 
appropriate to ensure that the interests of the plan and its 
participants and beneficiaries are protected. In addition, when 
selecting service providers, plan fiduciaries should include Year 2000 
compliance among the factors to be considered. The plan fiduciary is 
also responsible for monitoring as appropriate service provider 
operations to ensure ongoing compliance and protection of the plan's 
interests. Finally, due to the pervasive nature of the Year 2000 
problem, it may not be possible to prevent a disruption of computer 
operations. In recognition of that possibility, a plan fiduciary must 
determine how best to protect the plan and its participants and 
beneficiaries through the establishment of a contingency plan that will 
be implemented in the event the plan's essential operations are 
affected.
    While in many instances, service providers to plans may have 
responsibility under existing licenses, agreements or maintenance 
contracts to participate in solving the problem and developing 
contingency plans, in the end it is the plan fiduciary's responsibility 
to be certain that their service providers are on top of the problem.
    PWBA has implemented a comprehensive national outreach program to 
help fiduciaries responsible for the over 700,000 pension plans and 
more than 4.5 million other employee benefit plans offered by America's 
private sector employers be as prepared as they can be to address the 
Year 2000 issue:
  --PWBA has issued two national alerts to the employee benefit 
        community warning plan administrators about the Year 2000 
        software problem and calling for immediate action. Those alerts 
        received widespread coverage by the trade and national press.
  --PWBA has developed an extensive question and answer brochure 
        designed to give employers and other plan officials an 
        understandable explanation of how the Year 2000 problem impacts 
        their employee benefit plans and what steps they need to take 
        to address the problem.
  --PWBA has posted all its Year 2000 materials on its Internet site at 
        www.dol.gov/dol/pwba, and has made those materials available to 
        the public through our toll-fee publication hotline at 1-800-
        998-7542.
  --PWBA has provided technical assistance in response to hundreds of 
        telephone inquiries on the issue both at the national office 
        and at the 15 regional and district offices.
  --During the past year, senior officials from PWBA's national and 
        regional offices have engaged in and will continue to engage in 
        a grass-roots education campaign to raise the ERISA fiduciary 
        implications of the Year 2000 problem in speeches, lectures and 
        other presentations to groups of plan sponsors and employee 
        benefit plan professionals, including actuaries, accountants, 
        attorneys, institutional investors and plan administrators.
  --PWBA's Office of the Chief Accountant has worked with the AICPA in 
        ensuring that the AICPA's 1998 Audit Risk Alert for the 
        employee benefit plan industry contains a section that gives 
        guidance to employee benefit plan auditors on informing clients 
        about Year 2000 preparedness.
  --PWBA's investigators have already been reviewing the Year 2000 
        problem in the course of new and ongoing investigations.
    Just as with the selection of service providers, fiduciaries of 
plans must also consider Year 2000 preparedness in selecting 
investments and assessing their current portfolios. The obligation to 
consider Year 2000 compliance is especially important for employers 
providing retirement benefits through 401(k) plans. Over 25.2 million 
American workers are active participants in 401(k) plans. Workers who 
participate in 401(k) plans contribute part of their salary towards 
their retirement savings and may, in many instances, assume 
responsibility for directing their own investments from investment 
options selected by the plan fiduciaries.
    PWBA strongly encourages plan administrators to disclose to their 
participants and beneficiaries the extent of the plan's Year 2000 
preparedness and the steps being taken to ensure that the Year 2000 
issue does not interrupt the operation of the plan or participants' and 
beneficiaries' access to their individual accounts. In addition, 
because information regarding Year 2000 compliance may be necessary to 
make an informed investment decision, participants and beneficiaries in 
401(k) plans who have responsibility for directing their investments, 
like plan fiduciaries, should consider Year 2000 issues when 
determining how to invest their retirement assets.
    I want to emphasize that PWBA is itself attending to its own Year 
2000 matters. PWBA, of course, processes data--including submissions 
from employee benefit plans--for public disclosure and to safeguard 
these benefits. Following the practices and schedules through the 
Federal Government, PWBA is working to ensure that the Year 2000 
problems will not impair use of these important data.
    As is shown by the other regulatory agencies and private sector 
associations that are participating in this hearing, employee benefit 
plans are getting assistance from various sources in assessing and 
dealing with the Year 2000 problem. For example, the Securities 
Exchange Commission and the Comptroller of the Currency as part of 
their regulation of financial institutions, such as mutual funds, 
banks, and insurance companies, and the Small Business Administration 
in connection with small businesses, have also instituted Year 2000 
initiatives. We believe those efforts also provide additional 
protections to participants and beneficiaries with regard to the 
computer problems and solutions faced by participants and beneficiaries 
making investment decisions with regard to their retirement accounts.
    Finally, I would note that, like the rest of the Federal 
government, PWBA takes Year 2000 matters seriously and is taking steps 
to make sure its systems continue to work correctly after December 31, 
1999.
    Thank you.
                                 ______
                                 

   Responses of Alan D. Lebowitz to Questions Submitted by Chairman 
                                Bennett

    Question 1. Would you give us more detail on how the PWBA is 
guiding and leading pension fund fiduciaries to be on the look out for 
Y2K problems in their investment decisions?
    Answer. PWBA's efforts to guide plan fiduciaries in addressing Year 
2000 problems with respect to plan investments and other fiduciary 
decisions have focused primarily on educating fiduciaries regarding 
their duties and responsibilities in this area. In this regard, PWBA 
has made public announcements aimed at alerting plan fiduciaries to 
their potential liability and issued guidance both in print and on the 
Internet that was designed to aid plan fiduciaries in identifying, 
analyzing, and evaluating Y2K problems in all aspects of plan 
operations, including investment decisions. PWBA's public outreach and 
education approach also includes the Y2K reviews being conducted by 
PWBA's field office the course of all new and ongoing civil 
investigations. When a problem or issue is identified, the field office 
staff will notify the plan fiduciary of the findings and issue a 
warning that requests voluntary action to comply with ERISA's fiduciary 
requirements. PWBA will soon be issuing additional guidance for 
evaluating fiduciary liability which will include sample questions used 
by field office staff in the course of conducting Year 2000 reviews.
    Question 2. What is the scope of your outreach?
    Answer. PWBA's Year 2000 outreach efforts are aimed at the broad 
spectrum of individuals and entities that represent or provide services 
to employee benefit plans. To reach such a large number of diverse 
individuals and entities, PWBA has sought to employ the Internet and 
presentations to groups representing major constituent groups, such as 
employee benefit plans as well as plan service providers such as 
attorneys, accountants and actuaries. By using these means PWBA has 
capitalized on the ``multiplier effect.'' For example, the items 
published on the Internet have been republished in trade journals and 
individuals attending the group presentations have distributed the 
materials to their own clients. The types of groups to which PWBA 
officials have made recent Y2K presentations have included the American 
Bar Association, the American Institute of Certified Public 
Accountants, the American Society of Pension Actuaries, the 
International Foundation of Employee Benefit Plans, and the U. S. 
Chamber of Commerce.
    Question 3. How often is your web page and ``1-800'' line utilized 
to obtain help on making Y2K investment risk decisions?
    Answer. Although the Department's web counting system does not 
track the actual number of ``hits'' on PWBA's Y2K materials, other 
available information indicates there have been about 2,000 hits on the 
material since July 1998. In addition, the Y2K brochure which was 
published on the Internet to answer questions relating to plan 
fiduciaries' potential liability in connection with Year 2000 issues 
was also printed in hard copy.
    Approximately 2,300 copies of the Y2K brochure were initially 
printed and all have been distributed. In response to demand, an 
additional printing of 25,000 brochures has been ordered and, when 
completed, will be available to the public through PWBA's ``800'' 
document request number.
    Question 4. Would you tell us what you are finding at this moment 
on how Y2K is impacting fund administration and operations?
    Answer. Information obtained from PWBA's field offices indicates 
plan fiduciaries are generally aware of the Year 2000 problem, however, 
at the present time, we cannot conclude that this awareness has 
resulted in the necessary corrective actions being taken. In conducting 
their Year 2000 reviews, the field office staffs are notifying plan 
fiduciaries of their obligations and potential liability with respect 
to the Year 2000 problem and of the need to take appropriate measures 
to protect the plans' interests. Such measures include the plan 
fiduciary evaluating a plan's administration and operation for Year 
2000 compliance. Because the Year 2000 problem is not expected to 
adversely impact the fund's administration and operations until after 
December 31, 1999, to date, the PWBA field office staffs have not 
identified any losses resulting from the Year 2000 problem.
    As noted above, the focus of the PWBA field office staffs at this 
time is on educating plan fiduciaries regarding their obligations to 
address the problem before such losses actually occur. In those cases 
where field office investigators have determined plan fiduciaries have 
not taken appropriate action to protect the plans' interests, the field 
offices have been directed to conduct appropriate follow-up measures. 
Commencing October 1, 1998, field office staffs will be using a list of 
sample questions to conduct more in-depth reviews of the Year 2000 
issue. As indicated above, the detailed guidance and accompanying 
sample questions will soon be made public.
    Question 5. How about strategic investment decisions?
    Answer. As noted above with respect to fund administration and 
operations, little information is available to evaluate how the Year 
2000 problem is impacting strategic investment decisions by plan 
fiduciaries. PWBA's efforts have focused on informing plan fiduciaries 
that they have an obligation under ERISA to consider the impact of the 
Year 2000 problem when making investment decisions. Like other 
investors, however, plan fiduciaries can only base their investment 
decisions on information available in the marketplace. Accordingly, the 
SEC's requirements relating to the disclosure of Y2K information by 
publicly-traded corporations, investment advisers and mutual funds are 
important because these rules are designed to ensure that all investors 
have access to the type of Y2K information needed in making investment 
decisions. To the extent such information is available, plan 
fiduciaries are obligated under ERISA to consider it in the course of 
making their plan investment decisions.
                               __________

                Prepared Statement of Eugene F. Maloney

    Good morning. My name is Eugene F. Maloney. I am Executive Vice 
President and Corporate Counsel with Federated Investors in Pittsburgh, 
Pennsylvania. I am also a member of the Board of Directors and the 
Executive Committee of the firm. For the last eleven years I have also 
been a member of the faculty of Boston University Law School where I 
teach a course in the Masters Program on the Trust and Securities 
Activities of Banks.
    Federated Investors is a New York Stock Exchange listed company 
which, through various subsidiaries, sponsors, manages, administers and 
distributes a family of mutual funds used primarily by financial 
intermediaries. As of the close of business yesterday, assets under 
management or administration exceeded $150 billion, which places us in 
the ranks of the top ten asset managers in the United States. A 
substantial majority of the assets in our funds represent investments 
made by over 1,500 bank trust departments acting in the capacity of 
either a personal trustee or ERISA fiduciary.
    Since the beginning of May, our firm has focused significant 
resources on the Y2K issue as it relates to the investment management 
process. Briefly, I will take you through what we have done to date, 
and what we intend to do in the future. At the present time, our 
investment professionals are assembling information from both primary 
and secondary sources which will allow them to apply traditional 
analytical tools to the process of evaluating which securities to buy, 
hold or divest as the case may be as the millennium approaches. We have 
retained counsel skilled in Y2K matters to assist us as we move 
forward. We have also consulted with members of the accounting 
profession who have experience in reviewing and opening on the 
financial statements of public companies. This dimension has been 
useful and will continue to be such as the regulatory agencies, 
particularly the Securities and Exchange Commission, require more 
forthright disclosure from issuers as to Y2K readiness in their public 
filings.
    Modern Portfolio Theory operates on the premise that everything 
that is known or knowable about the price of a publicly-traded security 
is already fully reflected in its price. Professional securities 
analysts are thus largely limited to interpreting information in the 
public domain and available to other analysts. This process is just 
beginning to take shape, and we detect a growing awareness on the part 
of the analyst community of the need to broaden their evaluation of the 
securities they follow, to include Y2K preparedness in the context of 
the ability of a company to continue as a going concern over the 
millennium. This will require an adjustment of sorts on their part in 
that conventional wisdom holds that the price of a security represents 
the present discounted value of its future earnings.
    In May of this year when I became involved in the Y2K issue, it was 
clear that the analyst community had not focused on the issue of 
business risk as it relates to Y2K and were content with the vague 
statements made by issuers as to expenses incurred to date and their 
self-evaluation of their Y2K readiness. I expect this to change 
dramatically as issuers begin to comply with the disclosures required 
by the Securities and Exchange Commission in their recent release.
    Working with counsel, we have written to the majority of companies 
whose equity or fixed income securities are owned by the funds we 
manage. In the domestic equity area, to date we have received a 23 
percent response rate, the quality of which is very uneven. Follow-up 
mailings have been made to those companies or issuers which did not 
respond to the initial mailing. A Y2K file has been opened on each 
security we own, and our analysts have the responsibility of tracking 
issuer readiness going forward. Each of our investment areas has a Y2K 
coordinator, and all activities relating to determining Y2K readiness 
of issuers or efforts made to increase our understanding of Y2K and its 
impact on the capital markets is documented in a central file.
    Shifting to the whole area of money management, we think that it is 
critical that Y2K be kept in a proper context. One of the principal 
responsibilities of the professional fiduciary is to manage risk. The 
prism through which his conduct vis-a-vis Y2K will be viewed is the 
Prudent Investor Act (the ``Act''). The Act requires a trustee to 
diversify the assets of a trust, unless the trustee reasonably 
determines that because of special circumstances the purposes of the 
trust are better served without diversifying. Mutual funds have been 
identified as the ideal instruments for achieving the degree of 
diversification required by the Act. One then has to ask if the 
prospective impact of Y2K on the capital markets in general is the 
``special circumstance'' \1\ contemplated by the Act which would permit 
or require a fiduciary to underdiversify a portfolio by going to all 
cash, for example, while at the same time recognizing significant 
capital gains with the attendant tax liability. The justification for 
not requiring diversification is Andrew Carnegie's: ``Put all your eggs 
in one basket and watch the basket.'' A court that accepts Modern 
Portfolio Theory is likely to regard diversification as mandatory 
except upon a showing of special insight by the trustee. No such 
insight has become apparent to us which would countenance a fiduciary 
abandoning a strategy of broad diversification as a way to successfully 
counter any issuer risk presented by Y2K.
---------------------------------------------------------------------------
    \1\ The official comment to the Act identifies two situations in 
which resisting diversification might be appropriate: first, when the 
tax cost of selling low-basis securities would outweigh the gain from 
diversification; and second, when the settler mandates that the trust 
retain a family business.
---------------------------------------------------------------------------
    Many articles are starting to appear which predict a global 
``technology winter.'' While some level of turmoil is to be expected, 
some people say it will be temporary in nature. No credible source has 
predicted a permanent impairment in the value of the securities of 
publicly traded companies either as a group or by industry.
    Time is one of the most important dimensions of the money 
management process. In that the investment horizon of a corporate 
fiduciary tends to be long term, the Prudent Investor Act functions as 
a deterrent to those tempted to liquidate highly appreciated securities 
to deal with the consequences of a short-term event. We feel that it is 
important that our clients begin the process of ensuring that their 
clients in turn have a proper understanding of time horizon to put Y2K 
in proper context.
    If the client's risk perceptions are inaccurate, he cannot make 
wise decisions. Our task is to provide a frame of reference that 
enables the client to correctly perceive risks within the context of 
his situation. Surprisingly, a client's risk tolerance can change 
within a rather broad range, based on an improved understanding of the 
investment management process. The informed modification of risk 
tolerance is one of our major responsibilities to our clients, and 
represents a great opportunity to add value. The modification of risk 
tolerance is often in the direction of helping clients to become more 
comfortable with equity investments for long time horizons.\2\
---------------------------------------------------------------------------
    \2\ Roger C. Gibson, ``Asset Allocation: Balancing Financial 
Risk,'' Richard D. Irwin, Inc.. 1990, p. 98.
---------------------------------------------------------------------------
    In an article written for the Iowa Law Review, John Langbein, the 
author of the Prudent Investor Act, provides the fiduciary community 
with the rosette stone to decipher the Y2K riddle:
    ``Efficient market theory instructs us that it is impossible to 
outsmart the market by predicting which securities will do better or 
worse. Owning many securities enhances the chances of offsetting losers 
with winners.
    ``In the literature of Modern Portfolio Theory, a telling 
expression has been coined to describe what is wrong with 
underdiversification: uncompensated risk.
    ``Diversification tends to push the investor toward very large 
portfolios. Although much of the benefits of diversification can be 
achieved with a carefully selected smaller portfolio, optimal 
diversification probably requires a portfolio containing hundreds of 
issues. Relatively few investors, or for our purposes, relatively few 
trust funds have that much money to invest. Accordingly, an investor 
who seeks to eliminate the uncompensated risk of underdiversification 
will usually need to invest in some form of pooled investment vehicle, 
such as mutual funds * * *'' \3\
---------------------------------------------------------------------------
    \3\ John A. Langbein, ``the Uniform Prudent Investor Act and the 
Future of Trust Investing,'' Iowa Law Review, March 1996, Vol. 81/No. 
3. pp. 648-649.
---------------------------------------------------------------------------
    Neither the Prudent Man Rule nor the Prudent Investor Act are 
predictive nor outcome-based statutes. A corporate fiduciary is not 
required to be clairvoyant; rather, the prudence or imprudence of an 
act will be evaluated based on the process which was utilized that 
resulted in a particular course of conduct. As Y2K comes into sharper 
focus, it is incumbent on the fiduciary to create a record that its 
implications on how a portfolio is managed were considered.
    It was not shown in any instance that the losses to the trust fund 
resulted from imprudence or negligence. There was evidence of attention 
and consideration with reference to each decision made. Obviously, it 
not sufficient that hindsight might suggest that another course would 
have been more beneficial; nor does a mere error of investment judgment 
mandate a surcharge. Our courts do not demand infallibility, nor hold a 
trustee to prescience in investment decisions.\4\
---------------------------------------------------------------------------
    \4\ In Re Kemshe Trust, 305 N.W.2d 169.
---------------------------------------------------------------------------
                                 ______
                                 

        Responses of Eugene F. Maloney to Questions Submitted by

                            Chairman Bennett

    Question 1. You have reported several things in your [written] 
testimony that give me great pause. First, you said that as of May of 
this year, ``it was clear that the analyst community had not focused on 
the issue of business risk as it relates to Y2K * * * .'' You said that 
you expected that this would change dramatically as issuers begin to 
comply with SEC disclosure requirements. I feel it is already quite 
late for analysts to begin focusing on this issue.
  --Can you give this committee and the American public any assurance 
        at this time that attention to Y2K risk is actually occurring 
        now in the investment analyst community?
  --How soon is this likely to happen?
  --What will be the surefire indications that analysts are taking Y2K 
        risks seriously?
    Answer. It is the opinion of our Investment Research Department 
that the analyst community is now viewing Y2K in a business risk 
context as well as its implications for current and future earnings. It 
is our opinion that the stock market will begin to factor Y2K 
readiness, or lack thereof, into the price of an issuer's securities 
early in the first quarter of 1999, if not sooner. In conversations 
with two brokerage firms, I have been given to understand that analysts 
who have been given specific responsibility for understanding and 
articulating Y2K in a capital markets context will make statements in 
behalf of their firms in the late fourth quarter of 1998 or early first 
quarter of 1999. I further understand that the statements will be 
delivered in the context of business risk as opposed to the impact Y2K 
might have on issuer earnings.
    Question 2. Mr. Maloney, you mentioned that working with counsel 
you wrote to the majority of companies whose equity or fixed income 
securities are owned by the funds you manage and you only received a 23 
percent response rate. Why do you think the response rate was so low? 
You characterized the responses as uneven. Could you elaborate on what 
you mean by this?
    Answer. It is our view that the 24 percent response rate we 
received as a by-product of our writing to a majority of the companies 
whose securities we own is based on a lack of understanding by senior 
managers of the respective organizations that Y2K risk can very quickly 
get translated into shareholder value or lack thereof. Furthermore, it 
is not presently understood by senior officers of public companies that 
at some point a lack of candor on Y2K readiness will be translated into 
a decision by institutional investors not to buy or hold their 
company's securities. We see this attitude changing based on the 
disclosure required by the Securities and Exchange Commission in the 
next generation of financial statements public companies are required 
to file. Responses that we did receive ran the gamut from elaborate 
personalized letters within which the authors went into considerable 
detail to explain their company's Y2K readiness to handwritten notes on 
our inquiry letter that were of no value. In our view, the unevenness 
is a further reflection of the lack of understanding by senior officers 
of publicly-traded corporations of the impact the lack of Y2K readiness 
is going to have on their company's shares and, hence, shareholder 
value.
    Question 3. At what point should a prudent investment adviser begin 
to divest their ownership interests in companies because they are not 
able or are unwilling to answer questions about their Y2K readiness?
    Answer. Our company and I suspect the vast majority of other money 
management firms are still in the information gathering phase of Y2K 
preparedness. We have not formally decided at what point we will sell 
shares of companies who are either unwilling or unable to respond to 
our inquiry concerning Y2K readiness. On a very preliminary basis, we 
have concluded that a lack of candor in response or no response at all 
will, in all likelihood, require us to divest.
    Question 4. Mr. Maloney, you make the point in your testimony that 
(1) Y2K is just one of many risk factors that an investment analyst 
should consider and (2) that by ``helping clients to become more 
comfortable with equity investments for long-term horizons,'' 
investment advisers can help investors feel more comfortable about the 
Y2K problem. Also, you conclude your written testimony with, ``Our 
courts do not demand infallibility, nor hold a trustee to prescience in 
investment decisions.'' I must say that I find this position very 
cavalier. Y2K is very much like a hurricane forming off the Sahara and 
heading toward U.S. shores. It is a known threat rather than an unknown 
possibility. Would it be responsible for the U.S. Government to advise 
coastal residents that hurricanes are just one risk we must face and 
that anyway, in the long run, things will be all right overall? 
Besides, one can't hold the Government responsible since the Government 
can't predict exactly where the storm will hit?
    Answer. It was not my intent either in my oral testimony or written 
submission to suggest that Y2K presents risks that are similar to other 
risks that an analyst might factor into his recommendation in the 
ordinary course of business. We have concluded that Y2K presents unique 
risks to issuers. As a result, an analyst, in order to make an informed 
decision as to the circumstances of an issuer, needs to make every 
effort to develop protocols on how to ascertain issuer readiness beyond 
what a company might say in a public filing. In all likelihood, 
conversations will probably have to take place between the analyst and 
information technology officers or Y2K project managers at the 
companies they cover. This is not familiar territory for an analyst who 
is trained to evaluate a company's prospects based on present estimates 
of future earnings. The money management community is subject to the 
provisions of ERISA, the Prudent Man Rule and the Prudent Investor Act, 
all three of which are process-driven statutes. They are not predictive 
nor do they require the money manager to be clairvoyant. The point I 
wished to make in my testimony was that a financial intermediary that 
does not adequately document the steps he has taken to ascertain the 
Y2K readiness of an issuer runs the risk that at a future point in 
time, he will become the guarantor of the performance of the security. 
I did NOT mean to suggest that Y2K is in any sense of the term an 
ordinary risk and should be treated as such.
                               __________

                Prepared Statement of Bert E. McConnell

    Mr. Chairman, Mr. Vice Chairman and other distinguished members of 
this special committee, thank you for the opportunity to describe 
Fidelity Investments' program to address the Year 2000 problem. My name 
is Bert McConnell. I am a Senior Vice President at Fidelity Investments 
and head of the Fidelity Year 2000 program.
    First let me tell you who we are. Fidelity Investments is the 
nation's largest mutual fund company and one of the leading providers 
of financial services. We are also the No. 1 provider of 401(k) 
retirement savings plans and one of the largest discount brokerage 
firms in the United States, with total managed assets of over $615 
billion. Fidelity is a technology-intensive company, with over 6,000 
information technology professionals dedicated to meeting customer 
needs through the use of state-of-the-art technology solutions. Our 
Year 2000 program includes our technical professionals in all of our 
sites, including Boston, New York, Covington/Cincinnati, Dallas, and 
Salt Lake City, as well as our international locations.
    In early 1996, we recognized the need to begin preparing all of our 
systems to seamlessly handle the change of year from 1999 to 2000. We 
also recognized that the issue involves more than changing lines of 
code on mainframe systems; it involves extensive testing of our 
software and hardware platforms, from the mainframe to client server 
systems to the desktop, as well as testing with outside vendors.
    With the size of our challenge in mind and with the strong support 
of top level management, Fidelity began its Year 2000 project in March 
1996. We currently have well over 500 people dedicated exclusively to 
the Year 2000 project, including systems and business professionals 
across all areas of Fidelity's operations who are overseen by our 
Fidelity 2000 team. Each Fidelity business unit is involved in our 
extensive company-wide communications strategy and awareness campaign 
and has direct responsibility for managing its Year 2000 effort.
    Fidelity's firm-wide budget for this project is in excess of $300 
million. Fidelity today is well on the way to meeting our goal of 
seamless processing for all Fidelity systems and applications, and we 
are on schedule to provide uninterrupted business operations and 
service to our customers going into Year 2000. In fact, we have every 
confidence that we will be ready well before the year 2000.
    More specifically, 100 percent of our mission critical systems and 
supporting products have been inventoried, and all of Fidelity's 
internal code for these systems has been analyzed. By mission critical 
we mean all business systems that are directly linked to our ability to 
service our customers. In addition to analyzing all of our internal 
code, Fidelity has already made code changes to over 94 percent of 
these business systems. We are on track for fixing the remainder of 
these mission critical systems by the end of 1998.
    Although we hear a lot about fixing lines of code, the real 
challenge of the Year 2000 project is, in large measure, testing the 
systems. This is where we are currently allocating most of our 
resources. Fidelity's testing involves three distinct phases we call 
waves.
    Wave 1 tests all Fidelity business systems individually using tools 
to simulate the Year 2000. In effect, we make our computers think it's 
the Year 2000. During this phase we test, for example, our ability to 
open a new mutual fund account. We have already successfully tested 86 
percent of our mission critical systems and are on schedule to complete 
Wave 1 by the end of this year.
    In Wave 2, all of our systems are tested together. Wave 2 takes 
place on computers that have had their internal clocks actually set to 
the Year 2000, a sort of ``time machine.'' In the ``time machine'' we 
only install Year 2000-ready Fidelity and vendor software. During this 
phase, for example, we test the ability to enter a buy order for shares 
of a mutual fund, process the order based on the end of day net asset 
value received from our pricing system and prepare a confirmation of 
the transaction through our automated print system. We are more than 
halfway through our Wave 2 testing cycles and are on track to complete 
the last cycle in February of 1999.
    In Wave 3, we're using our time machines to test with our outside 
business partners, such as stock exchanges, banks, and broker dealers. 
During Wave 3, we will test, for example, our ability to price a fund, 
by testing the data feeds from our data service providers as well as 
posting fund activity and money movement through outside banks. Because 
the financial services industry does not stop at our national borders, 
Wave 3 testing includes vendors in the U.S. and abroad. We are proud to 
take a leadership position with the Securities Industry Association's 
(SIA) successful industry-wide Year 2000 test this past July. We will 
take a similar leadership role in the SIA's final industry-wide Year 
2000 test next Spring. Wave 3 testing will run until September 1999.
    We are pleased to report that testing is on schedule and no 
significant problems have been encountered.
    I've just finished describing how our corporate systems are being 
fixed and tested for the Year 2000. Now I'd like to describe our 
program for fixing and testing desktop personal computer hardware and 
software. The desktop program includes analyzing, fixing, and testing 
desktop software and hardware for over 30,000 employee workstations. 
Due to continual changes and upgrades in personal computer hardware and 
software, we intentionally launched this program early this year and 
expect to complete it by June of 1999.
    Up to this point, I've been talking about all of the work that 
we've been doing internally. However, Fidelity knows that the 
investment business is global. We interact daily with a large number of 
companies, both in the United States, and internationally, that provide 
services to Fidelity. For example, in order to process a stock trade, 
we communicate with broker dealers, transfer agents, and stock 
exchanges. We recognize that our success is not only dependent on our 
being ready, but on these major business providers--especially the 
utilities and telecommunications industries--being ready as well.
    We rely on approximately 165 technology vendors, and approximately 
90 other outside parties who are essential to serving our customers. We 
maintain an active communication program with these vendors and outside 
parties and are encouraged that the majority of these companies has 
given us assurances that they will be Year 2000 ready. We monitor these 
companies and work with those who may not be Year 2000 ready. We are 
developing detailed contingency plans and will move to alternate 
suppliers if necessary.
    Fidelity's contingency planning for the Year 2000 is part of our 
normal disaster recovery and risk management contingency planning. 
Contingency planning has been broken down into three key areas. The 
first would be for those events which affect everyone across the 
industry and have no viable alternative, for example if we were without 
power, telephones or water for an extended period of time. The second 
is more reactive contingency planning, i.e. what to do if there are 
selective outages. We are identifying and developing alternatives that 
would be instituted for a limited of period of downtime. The third key 
area involves being more proactive. We are conducting readiness 
assessments of our vendors and business service providers and are 
validating interface testing as part of the Wave 3 effort. We have more 
than 150 business contingency planners across Fidelity focused on 
identifying, testing and, where needed, implementing appropriate 
contingencies.
    In the midst of our Year 2000 testing, we receive letters, phone 
calls and electronic mail messages daily from our customers about Year 
2000 issues. They want to know that we are taking appropriate actions 
so that on Monday, January 3, 2000 their money will be available to 
them, their statements will reflect accurate balances, and they will be 
able to execute transactions with Fidelity. This is what we call 
``seamless processing'' and Fidelity has committed the time, the money, 
and the expertise to achieve this level of processing. In addressing 
these concerns, our continued focus and commitment is to stay on track 
in our plan to achieve Year 2000 readiness. We are also addressing our 
customers' concerns by communicating with our customers through our 
Year 2000 statement on our website, fidelity.com, and responding to 
customer inquiries.
    For Fidelity, Year 2000 readiness is an ongoing process, not a 
result that can be achieved in 1998 or 1999. We know that our efforts 
cannot stop once our systems are fixed, or on January 1, 2000. It will 
be a continual effort to maintain Year 2000 readiness throughout the 
organization and to minimize risks to seamless processing for Fidelity 
systems and our customers.
    That concludes my brief description of Fidelity's Year 2000 
technology program. We also know that the Year 2000 is an issue not 
only for financial services companies, but also for the portfolio 
companies in which mutual funds invest. Fidelity agrees with Mr. Fink's 
statement. As a mutual fund company, Fidelity's overriding obligation 
is to maximize shareholder value for its investors consistent with the 
investment objectives of the funds. We think it would be inappropriate 
to seek to impose on a fund manager a specific obligation to evaluate 
the Year 2000 risk differently from the way that other risks are 
evaluated.
    Fidelity continues to use a bottom-up approach in its research. Our 
portfolio managers and research analysts seek to identify and evaluate 
all facts about a company that may have an impact on the value of a 
company. Our analysts and fund managers have been briefed on the Year 
2000 issue and equipped with appropriate questions to ask senior 
management of these companies. The information on Year 2000 that we 
receive is only one piece in the mosaic of information we consider in 
making investment decisions. Evaluation of Year 2000 risk for a given 
portfolio company cannot be made in isolation but rather must be 
weighed in the total mix of information that bears on the investment 
merits of that company. In addition, no single investment is viewed in 
isolation but is evaluated in terms of its place within the portfolio 
of a given fund.
    We appreciate the opportunity to discuss with you Fidelity's Year 
2000 program and we welcome Congressional participation in ensuring 
that the Federal government will also commit the necessary resources to 
prepare for the Year 2000. We also welcome Congressional support for 
legislation that will encourage information sharing and a higher level 
of awareness and preparation by limiting the liability of companies 
that work diligently to develop and implement Year 2000 programs.
    This concludes my testimony. Thank you.
                                 ______
                                 

        Responses of Bert E. McConnell to Questions Submitted by

                            Chairman Bennett

    Question 1. In your testimony, you outlined a very comprehensive 
Year 2000 Project, however I did not hear you address embedded 
microchips. On your WWW page, you note that a team of dedicated 
facilities experts is addressing this issue. Would you please describe 
their efforts and progress. What kind of response are they receiving 
from device/system manufacturers? Are you performing additional testing 
to verify claims/statements of compliance? If so, how would you 
characterize the results of your tests? How are embedded device/systems 
integrated into your contingency plans?
    Answer. Although Fidelity's mission critical systems do not depend 
upon embedded microchips to the extent that systems operated by other 
industries, such as manufacturing, do, we have inventoried our physical 
infrastructure products, and have contacted the appropriate 
manufacturers regarding these products' Year 2000 readiness. 
Manufacturers have been responsive to our queries and have provided 
assurances that they are Year 2000 ready. However, whenever we 
encountered these embedded microchips, we are verifying the 
manufacturer's information by testing these products, and replacing or 
upgrading them if necessary. Moreover, we are also focusing on owned 
and leased facilities occupied by Fidelity employees. We are working 
with landlords of leased buildings to determine the status of their 
Year 2000 programs. In addition, Fidelity is conducting detailed 
contingency planning for equipment as necessary. These detailed 
contingency plans include alternative plans for substituting, 
replacing, or switching to other sites or equipment if there were a 
problem with an embedded microchip.
    Question 2. You note that it would be inappropriate to seek to 
impose specific fund manager obligations to evaluate Year 2000 risks 
differently from the way other risks are evaluated. How are Year 2000 
risks integrated into portfolio managers' end research analysts' 
identification and evaluation of all facts impacting on a company's 
value? What level of confidence is there that all mutual fund companies 
are educating their fund managers and analysts sufficiently to include 
it in their portfolio evaluations and decisions?
    Answer. Fidelity communicates company-wide information about Year 
2000 risk and the status of our own internal Year 2000 remediation plan 
at internal business briefings, articles in employee newsletters, 
company-wide e-mails, and the company's intranet site. In addition, we 
have specifically communicated Year 2000 risks and issues to our 
analysts and portfolio managers and have furnished them with questions 
to consider in evaluating companies.
    Fidelity cannot speak for all mutual fund companies. However, our 
experience with our business providers, data suppliers, and the 
participants in the SIA Beta street test indicates that significant 
attention and resources are being focused on this problem.
    Question 3. How are the 500+ people exclusively dedicated to the 
Year 2000 project spread among your three dedicated teams: Aware, 
Assure, and the Technology Center teams? How is responsibility and 
accountability for Year 2000 efforts fixed throughout these teams?
    Answer. The number of people that Fidelity applies to the Year 2000 
project will vary over the life of the project. We began staffing the 
project and dedicating resources early in 1996. We are currently 
peaking with well over 500 people in late 1998, with plans to reduce 
the project staff by year-end 1999, as coding and testing are 
completed. In addition, Fidelity has over 6,000 information technology 
professionals that can be reassigned to play a role in this project if 
necessary. When the clock rolls to the Year 2000, all of our technical 
professionals will become ``Year 2000'' support technicians, able to 
address problems that may arise.
    Fidelity has hired contractors and consultants to augment its staff 
for the Year 2000 project. All contractors and consultants are under 
the supervision of full-time Fidelity employees. The Fidelity 2000 
project includes the following functions:
  --Awareness/Communications: Year 2000 communications efforts are 
        broken out into two groups. The first, Aware 2000, is 
        responsible for internal communications--raising awareness of 
        the Year 2000 issue and the project itself within Fidelity 
        Investments. This team facilitates communication and 
        disseminates information firmwide. For example, an extensive 
        Desktop Compliance awareness program has been put in place to 
        communicate to Fidelity employees through corporate-wide 
        electronic mail campaigns, articles in internal newspapers, and 
        participation at Fidelity's internal technology presentations. 
        A second team, Communicate 2000, is responsible for 
        coordinating and facilitating external communications to 
        customers and external parties. As of September 24, 1998, these 
        communications teams consisted of 10 dedicated professionals 
        working in conjunction with Corporate Communications and the 
        business units.
  --Assurance: Assure 2000 provides guidance and oversight to all 
        Fidelity business units through an assessment process and 
        through monitoring the progress of each business unit. It is 
        also responsible for disseminating internal guidelines among 
        the business units, tracking the efforts of the organization's 
        vendors and business providers, and coordinating the external 
        industry-wide Securities Industry Association ``street test''. 
        As of September 24, 1998, this team consisted of 52 
        professionals.
  --Technology Center: Brokerage Build 2000, Build 2000, and Test 2000 
        are groups of technical experts with significant Fidelity 
        financial systems experience, as well as expertise in 
        mainframe, midrange, and client server technologies. These 
        groups are responsible for: remediating a significant 
        percentage of Fidelity's systems; providing specialized Year 
        2000 technical services to Fidelity business units; and 
        coordinating the test efforts for all of the applications that 
        are undergoing system testing, integrated regression testing, 
        and testing with external third parties. Additional activities 
        include reviewing test strategies, providing environments, and 
        accomplishing test objectives. As of September 24, 1998, this 
        team consisted of 227 professionals.
  --Business Unit Year 2000 Teams: Each Fidelity Investments business 
        unit has assigned a Year 2000 project manager and necessary 
        staff consisting of technical experts with significant Fidelity 
        financial systems experience. They are responsible for 
        remediating Fidelity's systems, defining test strategies, test 
        plans, test cases and installing the completed system back into 
        a full production environment, all as components of the overall 
        Fidelity 2000 project. As of September 24, 1998, these teams 
        together comprised over 225 individuals.
    Question 4. How long did it take to inventory all of your systems? 
In the process of conducting your systems inventories, how did you 
address and inventory the issue of system interfaces? In your testimony 
you indicated that you are more than halfway completed with ``Wave 2'' 
and scheduled to complete it in Feb1999. What issues have arisen that 
may give you pause in anticipation of scheduling ``Wave 3'' testing 
into September 1999? Is three months enough for any unanticipated 
problems with ``Wave 3?'' What types of contingency planning are being 
done for this possibility?
    Answer. The process of performing the inventory of applications was 
the first step in our Analysis activities. This phase began in 1996. 
All systems, other than desktop systems, were inventoried in 1996, and 
a refined inventory was completed by the middle of 1997.
    In the course of inventorying systems, we conducted an additional 
inventory of each core interface by querying the application experts 
concerned, and creating a database of these interfaces so they could be 
monitored, fixed and tested. When systems interfaces were identified 
and required remediation, we remediated our own systems, or contacted 
the data provider or other interface owner to initiate planning for the 
Wave 3 testing effort.
    The Wave 2 and Wave 3 testing phases overlap in time. Wave 3 
involves interfaces with external parties such as financial services 
business providers and data suppliers, all of which will not be 
available to test with others until late 1998 or early in 1999. The 
Wave 2 and Wave 3 test phases overlap because many applications will 
have completed Wave 2 testing at separate times, and external providers 
are ready to test with us at different times. As a result, we begin 
Wave 3 testing as soon as both parties are ready to test.
    Wave 2 began late in 1997 and will continue into the first quarter 
of 1999. Wave 3 began in mid 1998 with the SIA Beta industry-wide test, 
and will continue through September 1999. However, critical aspects of 
Wave 3 testing, such as the full SIA Street test, the market data 
industry-wide test, and certain major client testing is expected to be 
completed by June 1999.
    We believe there will be ample time to test with the remaining 
third parties between June and September 1999. We are developing 
detailed contingency plans in the event that any of these external 
parties do not meet Fidelity's standards for Year 2000 readiness.
    Question 5. As a leader in the Securities Industry Association's 
July industry-wide Year 2000 test, what lessons can you share with us? 
How are the results of this ``pre''-test being integrated into the 
planning for next Year's final industry-wide testing?
    Answer. The SIA industry-wide Year 2000 test, which involved 
leaders in the financial services industry, was by and large a very 
successful test. Problems detected were not directly related to the 
Year 2000, but were logistical connectivity problems between the 
participating firms and the Wall Street exchanges and utilities. The 
major lessons learned were the involvement necessary to create the 
communications between these organizations. To simulate the majority of 
transactions, simplified and streamlined test scripts should be 
developed that reduce the time spent in communications coordination in 
the test environment. Complex transections' testing can also be made 
more efficient by streamlining the test scripts.
    To prepare for next year's test, Fidelity and other SIA member 
firms will be conducting additional pre-tests, to test the final 
approved scripts and connectivity via test and production systems.
    Question 6. In your testimony you indicated that you relied on 165 
technology vendors and approximately 90 other essential outside 
parties. What kind of response rate have you had in evaluating their 
Year 2000 preparedness? For those that have assured you of that they 
will be Year 2000 ``ready'', do they provide you with their definition 
of ``ready?'' What is your level of confidence in their response? Are 
you performing independent testing to confirm their assurances?
    Answer. Of over 250 core vendors, all but six have provided quality 
responses to our Year 2000 inquiries. The Assure 2000 group performs 
assessments of the core products that Fidelity depends upon. As we do 
not rely exclusively on any one's statement, we are testing all 
critical systems interfaces. We do ask vendors how they intend to 
become Year 2000 ready (windowing, expansion, other) and we test for 
Year 2000 readiness consistent with their responses.
                               __________

         Prepared Statement of Senator Daniel Patrick Moynihan

    Over the past decade, Americans have invested increasing amounts of 
money in the stock market. The vast majority of individuals invest 
their funds in pension plans and mutual funds. Eighty-fve million 
Americans participate in pension plans that accounts for $3.6 trillion 
in assets, about half of which is in the stock market. There are 6,889 
mutual funds in the United States with total assets of $4.9 trillion, 
of which 55 percent is invested in stocks. Pension plans and mutual 
funds are a vital part of the economy, and it is essential that fund 
managers fix their computers and make sure that the companies they 
invest in are Year 2000 (Y2K) compliant. Failure to do so could be 
catastrophic.
    At today's hearing, our distinguished panel will talk about how 
pension plans and mutual funds are progressing on the Y2K problem. I 
remind some of our witnesses today that as fund managers they are 
fiduciaries under the law and are legally obligated to safeguard assets 
for the benefit of investors. As part of their fiduciary duties, fund 
managers are obligated to make sure their computers, as well as the 
computers of the companies they invest in, are Y2K compliant. As for 
our government witnesses, I remind them of John Locke's conception of 
government as a fiduciary trust with the obligation to act in the 
interest of the people. They, too, need to address the Y2K problem to 
fulfill their fiduciary responsibilities.
    On July 6, 1998, Senator Robert F. Bennett (R-UT) and I held a 
hearing on Wall Street to see how the financial service sector was 
progressing on the Y2K problem. At the hearing, the Senior Vice 
President and Chief Technology Officer of the New York Stock Exchange, 
William A. Bautz, said that the Y2K problem is the ``biggest business-
technology effort that the world has ever experienced.'' The biggest 
business-technology effort that the world has ever experienced.
    The Securities and Exchange Commission (SEC) and the securities 
industry are working hard to tackle this challenge. In fact, I was most 
pleased to see that the securities industry conducted an industry-wide 
test this past summer and the results were positive. One of the keys to 
solving this problem is testing. At the hearing in New York, the First 
Vice President of the Federal Reserve Bank of New York, Ernest T. 
Patrikis, said that ``he does not think it is possible to over-
emphasize the importance of testing to help improve readiness.''
    While the U.S. financial service sector is making good progress on 
Y2K, I am concerned about the reluctance of companies to share 
information on Y2K. In their SEC filings this past summer, the top 250 
largest companies did not release adequate details on their progress on 
Y2K. Most companies, in fact, avoided specifics, leaving investors and 
analysts uncertain about how vulnerable they are to the bug.
    We must encourage companies to share information on Y2K. It is for 
this reason that I joined with Senators Robert Bennett and Christopher 
J. Dodd (D-CT) on July 30, 1998 in introducing President Clinton's 
``Y2K Information Disclosure Act''--legislation that promotes the 
opening sharing of information. Yesterday, the White House and members 
of the Y2K and Judiciary Committees reached a compromise on the bill. 
The Judiciary is expected to mark up the bill today. I cannot stress 
the importance of passing this legislation.
    There are now just 470 days until the year 2000 and just a few 
months before the government and the private sector must start their 
testing. No time to waste. I am hopeful that we will have this problem 
in check come the year 2000, but, as the Duke said of Waterloo, it will 
be ``a close run thing.''
                               __________

                Prepared Statement of Thomas M. Rowland

                            i. introduction
    I am Thomas M. Rowland, Senior Vice President--Central Services 
Group, of The Capital Group Companies, Inc. (CGC). I am the individual 
with primary responsibility for the Year 2000 Project at The Capital 
Group Companies. I and the entire Capital organization appreciate the 
opportunity to testify before the Special Committee today on our 
efforts to prepare for the Year 2000. The Special Committee (and the 
Securities and Exchange Commission, our principal regulator), should be 
commended for their leadership in helping focus attention on this 
issue--one with broad-reaching implications for the public, including 
those who invest in U.S. mutual funds.
    As background, The Capital Group Companies provide investment 
management and related services to a diverse client base, including 
individuals, corporations and institutions. Capital Research and 
Management Company (CRMC) is the sponsor and investment manager of the 
28 mutual funds in The American Funds Group. The funds are sold through 
independent broker-dealers and currently have more than $225 billion in 
assets and more than 9 million shareholder accounts. CRMC is also the 
investment manager of the 10 variable subaccounts in the American 
Legacy variable annuity. The Global Institutional Group, including 
Capital Guardian Trust Company and four other management companies, 
provides global institutional investment management services to clients 
throughout the world. Overall, the Global Institutional Group manages 
more than $110 billion in institutional assets.
    CGC provides centralized administrative and information technology 
services to the entire Capital organization (which is owned by 
employees and traces its roots back more than 65 years).
                  ii. current status at capital group
    Capital is committed to achieving Year 2000 compliance across all 
of our significant business systems and operations by December 31, 
1998. We have a well-defined plan, ample resources, and excellent 
momentum toward achieving that goal. Our progress to date indicates 
that we will meet the December 31, 1998 target for Year 2000 compliance 
of our internal systems. While we have made significant progress toward 
achieving compliance within our information technology infrastructure, 
our focus is now on assessing the Year 2000 readiness of our 
significant vendors and development of appropriate contingency plans. 
Where electronic interchanges and dependencies exist, we will conduct 
appropriate tests, including ``point-to-point'' tests with individual 
firms and ``street-wide'' tests with other industry participants. 
Testing with third parties has already begun and will continue through 
most of 1999.
          iii. current status within the mutual fund industry
    Although the Investment Company Institute is probably the best 
source of information about the mutual fund industry as a whole, we 
thought we might offer some additional observations based on our own 
situation and experience. We think there is room for some general 
optimism, for a couple of reasons. First, we have within this industry 
a number of large investment advisory firms that for many years have 
relied on computers to deliver high quality services to their clients, 
including mutual funds. They have developed and operate quite 
sophisticated computer systems, and have large technology 
infrastructures (including personnel) that are capable and available. 
Even for the smaller advisers, who may not have these resources in-
house, typically they have chosen to rely on outsourced services 
provided by large, well-established companies with similar resources. 
The past decade has been a good one for the industry as a whole, and so 
most firms have been investing in newer technology which is less 
susceptible to Year 2000 issues. Moreover, to the extent they have 
exposure to the problem, they should have the necessary financial 
resources available to get the job done right and on a timely basis.
    Nevertheless, we think it is important to emphasize the large 
number of interconnections and interdependencies present within and 
outside this industry--and the need to work diligently to anticipate 
and prepare for external events. At the moment, there are many serious 
issues facing companies and other organizations (including central 
banks and other governmental agencies) around the globe--thus, the 
possibility exists that parties outside our control (or influence) will 
not be as prepared as they should be and investors may suffer some 
inconvenience or even losses as a result. I am sure that Capital and 
other industry participants will take steps to address these risks, 
both in terms of their mutual fund operations and investments, but 
there may be no way to eliminate them entirely.
    I understand that the Special Committee is interested in knowing 
whether we are considering the Year 2000 readiness of companies in our 
client portfolios. Although I am not an investment professional myself 
(I was an audit partner at Deloitte & Touche LLP prior to joining 
Capital in January 1998), I know that our research analysts and 
portfolio counselors are well aware of this issue. They are reviewing 
portfolio companies' public disclosures and also making inquiries of 
management--and generally receiving positive assurances. However, our 
people realize that they are not technology experts, and that in any 
event they are not in a position to independently verify assertions 
made by management. On the other hand, for Capital at least, we tend to 
make and maintain long-term investments in companies we believe to be 
well-managed and with good prospects for the future--and thus it may be 
entirely reasonable for our investment professionals to conclude that a 
company's statements about Year 2000 readiness are solidly grounded. 
Well-run companies with significant resources and good prospects are 
more likely to address this issue in a responsible and effective 
manner. Clearly, the Year 2000 issue is more significant for some 
companies than others, and the degree of our analysts' concern reflects 
this. Finally, although our investment professionals recognize the 
importance of this issue, they also feel strongly that it is only one 
of many factors that ought to be taken into account as part of the 
investment process--and that it would be inappropriate to consider 
statements about the Year 2000 to the exclusion of other, equally 
pertinent, investment considerations.
    The testimony which follows concerns itself primarily with our 
internal preparations for the Year 2000, as well as our efforts to 
ascertain the readiness of our business partners and vendors.
             iv. project scope, organization and oversight
    Capital is addressing the Year 2000 challenge on a coordinated, 
enterprise-wide basis. We are doing this work in a manner which is 
consistent with the way our operating subsidiaries manage assets--a 
significant number of people with diverse backgrounds and skills are 
following a disciplined, yet flexible process in pursuing our 
compliance goals. Associates from throughout the Capital organization 
are involved, with the Year 2000 Steering Committee and the Year 2000 
Program Management Office providing overall coordination and support.
    Our written plan for achieving Year 2000 compliance applies to all 
Capital Group Companies, including CRMC and its two subsidiary 
companies providing services to U.S. mutual funds--American Funds 
Service Company (transfer agent) and American Funds Distributors, Inc. 
(principal underwriter). The plan covers all Capital Group systems and 
facilities worldwide, and activities undertaken on behalf of both U.S. 
and non-U.S. clients. Although it is difficult to provide a meaningful 
figure for Year 2000-related expenses (in light of accelerated systems 
and application upgrades and the large number of associates working 
part-time on the project), we expect our aggregate direct costs of 
implementing the plan to be approximately $30 million over the three 
fiscal years ending on June 30, 2001.
    As indicated above, several groups of Capital associates have 
significant responsibilities for achieving Year 2000 compliance. The 
Year 2000 Steering Committee, comprised of 15 senior-level managers 
representing key business and technology areas, has primary 
responsibility for implementing the Year 2000 Project and achieving its 
goal of timely compliance across the entire organization. The Steering 
Committee sets priorities and applies resources. The Committee meets 
twice each month to review progress and discuss issues.
    The Program Management Office (PMO) was established in June 1997 
with a dedicated manager, staff and budget. Consultants were engaged to 
help initiate the project, and establish its methodology, provide 
documentation tools, and supplement and advise PMO staff. The PMO 
staff, which currently consists of 15 full-time associates, provides 
guidance, management, coordination and tracking of project deliverables 
as it assists associates in each of Capital's information technology 
and business areas with each phase of the project, including conversion 
of their systems, applications and services.
    The PMO established compliance guidelines, a testing and 
certification infrastructure, and an overall process for managing the 
Year 2000 Project. The PMO establishes and tracks project deliverables, 
facilitates compliance decision-making and priorities, and coordinates, 
monitors and integrates multiple compliance projects. The PMO also 
plays an important role in monitoring the progress of outside vendors 
and other service providers in achieving Year 2000 compliance. The PMO 
works closely with the Steering Committee and serves as a liaison among 
various working groups and with outside parties and regulators.
    Information technology area managers are responsible for ensuring 
that technology infrastructure, hardware, networks and operating 
systems are all Year 2000 compliant. They must replace non-compliant 
hardware and systems, and remediate applications used across the entire 
Capital organization. The information technology area is also 
responsible for establishing and supporting a Year 2000-compliant test 
environment in which hardware and software systems and applications are 
tested in a replica of the production environment.
    Business area managers have supplied the PMO with inventories and 
risk assessments of applications specific to their areas. They are also 
responsible for ensuring that project plans and activities are 
comprehensive and meet required implementation deadlines. Associates in 
the business areas also participate in the development and execution of 
Capital-wide application testing, and vendor/service provider 
assessments and monitoring.
    The Boards of Directors of The Capital Group Companies, Inc. and 
each of its principal operating subsidiaries (including CRMC) have 
formally approved the Year 2000 Project, including its enterprise-wide 
approach and its reliance on the Steering Committee, the PMO and the 
information technology and business areas for implementation. Regular 
reports are submitted to these Boards of Directors, at least quarterly, 
on internal corrective efforts as well as the ability of Capital's 
major vendors and service providers to provide Year 2000-ready products 
and services. A number of Steering Committee members also serve on 
these Boards.
    Similar reports will be submitted at least quarterly to the Boards 
of Directors and Trustees of the mutual funds managed by Capital 
Research and Management Company as well as the funds' outside auditors. 
In addition, we are making Year 2000-related information available at 
the following Internet websites: www.capgroup.com and 
www.americanfunds.com.
                   capital group technology overview
    The computer systems that support investment management and 
accounting operations at The Capital Group have been managed, developed 
and operated internally. We have a large information technology staff--
in excess of 500 associates. Most of our core investment management 
systems were developed within the past five years and operate in a 
modern, client-server environment. Our mainframe (legacy) applications 
were also developed internally--but now are of lesser significance. We 
do rely on a limited number of third party service providers--however, 
these are large, well-run organizations with which we have had good 
working relationships for many years.
                        vi. project methodology
    The Capital Group Companies are following a five-phase, iterative, 
interactive methodology for the Year 2000 Project. The first phase is 
Inventory and Risk Assessment. Survey forms were completed by 
information technology and business area managers within each company, 
business function and location. These surveys identified information 
technology usage, business flows, and external vendors that could be 
impacted by two-digit date processing. A risk assessment was used to 
categorize each component into high, medium or low business impact and 
processing risk.
    The second phase is Planning. All high-and most medium-risk 
components are examined to determine if the component should be 
remediated (fixed), retired, or replaced with a component which is Year 
2000 compliant. The Remediation or Construction phase is where the Year 
2000 problem is solved for each component. Computer hardware chips are 
replaced, purchased software is upgraded, custom application code is 
modified, and/or vendor processing is revised to ensure that dates will 
be handled correctly in the Year 2000. The fourth phase is Testing. 
Each component is individually tested, and then tested again with 
related components in a system test. Finally, the entire system is 
reviewed in a user acceptance test. When the component has passed the 
complete series of Year 2000 date tests, it is described as ``Year 
2000-ready.'' During the Implementation and Close phase, the Year 2000-
ready component is documented and placed back into production.
    Separate, additional testing may also be performed on Year 2000-
ready computer applications. Because of the complex interactions 
between multiple hardware and system software components, our critical 
business systems also undergo time machine testing. This is a full-
scale operation run with system dates set forward and rolled through 
several dates.\1\ When these business-critical systems have been 
completely tested with these dates, we designate them ``Year 2000 
compliant.'' More testing is being done with business partners and 
vendors. Critical external interfaces are subject to point-to-point 
testing; this is currently underway and will continue through 1999 with 
business partners. In addition, The American Funds Group will 
participate in an industry-wide Year 2000 test organized and conducted 
by the Securities Industry Association.
---------------------------------------------------------------------------
    \1\ The dates to be tested include: December 31, 1999; January 1, 
2000; January 3, 2000; January 7, 2000; January 31, 2000; February 28, 
2000; February 29, 2000; March 1, 2000; December 29, 2000 and January 
2, 2001.
---------------------------------------------------------------------------
                       vii. reporting methodology
    The Capital Group Companies track and report progress across our 
infrastructure and different groups of applications in relation to the 
level of completion of these five phases. Within a given area, overall 
completion levels for each phase reflect actual progress achieved with 
respect to individual project components, with each component's 
contribution to the overall figure weighted according to its potential 
impact on our business. We believe that organizing Year 2000 progress 
information in this manner (and presenting it in relation to specific 
functional areas) presents a meaningful picture of readiness, 
particularly since systems vary in importance and are often utilized by 
associates affiliated with different companies in multiple locations. 
Finally, because we prepare reports on our progress on a quarterly 
basis, the information below reflects progress achieved through June 
30, 1998.
                    viii. progress in specific areas
    The Information Technology Infrastructure area supports Capital 
Group offices throughout the United States, London, Geneva, Hong Kong, 
Singapore and Tokyo. Components of the infrastructure include: computer 
platforms and operating systems, database software suites, network 
topologies, and data center operations and support. The foundation 
computer infrastructure consists of an S/390 mainframe environment, a 
midrange environment including an AS/400 and several HP/UNIX platforms, 
and a distributed desktop environment consisting primarily of Compaq 
and IBM Windows NT platforms. More than 500 vendors provide in excess 
of 1,200 products that form the infrastructure. As of June 30, 1998, 
within this area completion levels were as follows: Inventory and Risk 
Assessment, 100 percent complete; Planning, 99 percent complete; 
Remediation or Construction, 89 percent complete; Testing, 74 percent 
complete; Implementation and Close, 33 percent complete.
    Core Investment Management and Reporting Systems. This group of 
applications consists of three main components. The first subgroup, 
consisting of twelve integrated systems supporting most of the 
investment analysis and administration business cycles, are newer 
systems that run on midrange client-server computers. They were tested 
in a client-server time machine test environment from March through May 
of 1998, and have been placed back into production. Final documentation 
of the Implementation and Close Phase is underway.
    The second subgroup consists of a mainframe-based system for 
portfolio accounting and recordkeeping. This system achieved Year 2000-
ready status at the close of August. The third subgroup, our non-U.S. 
portfolio accounting and recordkeeping systems, are provided by a third 
party service provider in Geneva, Switzerland using a mainframe-based 
system. All Inventory and Risk Assessment, Planning, and Remediation of 
this subgroup of systems has been completed, and final Testing and 
Implementation is underway.
    The relevant figures representing the combined progress for all 
core investment management and reporting applications as of June 30, 
1998 were as follows: Inventory and Risk Assessment, 100 percent 
complete; Planning, 100 percent complete; Remediation or Construction, 
96 percent; Testing, 80 percent; Implementation and Close, 32 percent.
    Another group of applications of particular relevance to mutual 
fund investors is American Funds Group Accounting and Reporting 
Systems. They consist of 29 systems supporting both dealer activities 
and shareholder accounting and reporting. Virtually all of the systems 
supporting these business areas were Year 2000 ready as of June 30, 
1998. This means they have been through the Inventory and Risk 
Assessment, Planning, Remediation or Construction phases, undergone 
unit, system and user acceptance Testing, and, during the 
Implementation and Close phase, are being put back into production.
    Progress within this area at June 30 was as follows: Inventory and 
Risk Assessment, 100 percent complete; Planning, 100 percent complete; 
Remediation or Construction, 100 percent complete; Testing, 97 percent 
complete; Implementation and Close, 90 percent complete.
    Our core shareholder recordkeeping system is provided by a third 
party service provider. American Funds Group associates have maintained 
a close working relationship with this service provider during its Year 
2000 remediation project. All Inventory and Assessment, Planning and 
Remediation of this system has been completed. In September-October 
1998, our systems within this area will be tested in the time machine 
test environment. These tests will also include a series of integrated, 
industry-wide tests sponsored by the Securities Industry Association 
and involving, among others, the primary service provider referred to 
above. Point-to-point testing with other business partners is planned 
over the next twelve months.
    Our Administrative Business Applications are important to us, even 
though they do not affect the core investment management process. These 
applications include those supporting Payroll, Human Resources, Finance 
and Accounting, Tax and Treasury, Investment Administration, and other 
similar systems.
    Progress within this group of applications at June 30 was as 
follows: Inventory and Risk Assessment, 100 percent complete; Planning, 
90 percent complete; Remediation or Construction, 63 percent complete; 
Testing, 41 percent complete; Implementation and Close, 30 percent 
complete.
       ix. business partner/vendor program; contingency planning
    Perhaps one of the most challenging Year 2000 areas is assessing 
the Year 2000 compliance efforts of our business partners and vendors. 
The Capital Group relies on hundreds of hardware and software vendors 
for its Information Technology Infrastructure. We also rely on dozens 
of custodian banks and hundreds of brokers to process financial 
transactions accurately and quickly. Our ability to continue managing 
client assets through the Year 2000 depends not only upon our own 
organization's ability to achieve internal compliance, but also on the 
ability of our business partners and vendors to deliver Year 2000-
compliant products and services.
    The Capital Group has identified all of its significant business 
partners and vendors (including hardware and software vendors) and 
categorized each one by the type of service relationship. This approach 
enables us to tailor our business partner/vendor compliance plans to 
match the services provided and to enlist our business area associates 
in the evaluation process. Assessments of potential business impact 
have been completed; a ``most critical'' list has been identified, and 
Capital Group associates with relationship responsibility for Year 2000 
compliance have been designated. We are currently contacting third 
parties to obtain information regarding their Year 2000 compliance 
efforts and we are in the process of making initial confidence 
assessments. During the third quarter of 1998, we will begin ``point-
to-point'' testing to confirm our ability to transact business with 
those parties with which we share information electronically. Testing 
with a number of business partners will continue through 1999. The 
Capital Group methodology requires all significant vendors to be 
contacted and their Year 2000 compliance efforts evaluated by December 
31, 1998.
    Our early experience shows that some software vendors may not be 
ready with Year 2000-compliant products when we are ready to test. In 
fact, some vendors have already declared that one or more of their 
products will not be made Year 2000 compliant. This means we must 
develop contingency plans to ensure we retain certain business 
functions. Our contingency plans will take into account the level of 
reliance we have for each business partner and vendor and how critical 
the product or service is to our business operations. In some cases, 
vendors are being replaced in advance of potential problems occurring. 
During the second half of 1998, we will be actively planning for the 
possibility that a number of our business partners and vendors may not 
have Year 2000-compliant products and services available on a timely 
basis. Capital is using its Disaster Recovery resources in concert with 
its Year 2000 Program Management Office resources to reduce the 
likelihood that we will suffer business interruption due to Year 2000 
problems. We expect these plans to be substantially complete by 
December 31, 1998.
                             x. facilities
    The office facilities utilized by The Capital Group Companies are 
also being examined for possible Year 2000 problems. Building security 
systems, clock-controlled lighting and temperature controls, elevators 
and power grids all present a risk to normal business operations. The 
Inventory and Risk Assessment of Facilities is complete. Each office 
location was reviewed and prioritized based on its computer 
dependencies and contribution to overall business activities. Visual 
inspections are being conducted and approximately 80 percent of all 
required testing is being performed at that time. All critical systems 
are scheduled to be tested in 1998. Business vendors critical to 
operating our facilities have been identified and are being addressed 
through the vendor management program. The expected completion date for 
Year 2000 compliance of Capital Group Facilities is December 1, 1998.
                                 ______
                                 

        Responses of Thomas M. Rowland to Questions Submitted by

                            Chairman Bennett

    Question 1. In your statement, you note that your testing of mutual 
funds operations support systems is 70 percent to 80 percent complete. 
What have the results of such testing indicated to date? Can you 
identify any specific problems that arose during this testing?
    Answer. In general, the results were satisfactory. Most of the 
problems arose as a result of shifting from the production environment 
to a separate, time machine testing environment, where applications 
were system clocks and data are set forward in time to simulate the 
change in century.
    Moving applications from a production environment on the company 
network to the time machine test environment presents a number of 
challenges. System node names are different, printer names are 
different, interfaces to other systems don't exist, JCL (job control 
language) and scheduling programs must be rewritten. These types of 
problems are properly characterized as environment problems. Other 
problems encountered due to two digit years vs. four digit years, leap 
year problems, or other date related problems are characterized as Year 
2000 problems. Since a great deal of time was spent in remediating the 
applications prior to testing, a large number of problems were not 
anticipated. The following is a summary of the Year 2000 problems which 
were encountered.
    Core Investment Management and Reporting Systems--A few instances 
were found where the implicit century date (19) was hard-coded into 
applications causing sort problems, or report heading problems. There 
were also a few cases where the century date was expressed as one digit 
(1 or 2); in these instances, we moved to a more user friendly 
convention (19 or 20). There were a few cases where dates were expanded 
in the data base and the application, but the field allocation was not 
similarly expanded. Other errors included leap year not recognized, 
incorrect date calculations, not recognizing dates in year 2000. In 
addition, in a small number of cases the implicit century date (19) was 
hard-coded into applications for use in creating log names, file names 
or default century dates. Another error was found with date conversion 
after January 1, 2000. All noted exceptions have been or will be 
addressed and retested and verified by users.
    American Funds Group Accounting and Reporting Systems--The majority 
of problems were associated with report formatting or display problems 
in changing from two digit to four digit dates or hard-coded century 
dates. In a case where a single digit was used to denote the century 
(0, 1 or 2), the wrong digit was used in the application. In several 
applications, date information is manipulated to produce various date 
formats. Some problems were encountered with creation of these date 
formats. In the process of remediation and testing, several hundred 
applications were identified that were no longer used in production. 
These have been documented and will be removed from the production 
libraries.
    Question 2. What is your expected timetable for completing ``point-
to-point'' and ``streetwide'' testing? How will this testing be 
conducted?
    Answer. Point-to-point testing incorporates Capital Group's 
strategic business partners, banks and electronic services. It is 
scheduled on an individual basis. Testing will include electronic 
services such as Bloomberg, Merrill Lynch, NASDAQ, Reuters, and OASYS. 
Also, banks (e.g Chase, Wells Fargo, State Street Bank & Trust) and 
service providers (e.g. DST, SKI, ADP, ERTI and BISYS) who exchange 
information electronically with Capital will be included. The point-to-
point testing is underway and will continue through mid-1999.
    The Securities Industry Association (SIA) has orchestrated testing 
of many firms who are involved in securities trading. They have taken 
the lead to schedule the testing periods, facilitate the creation of 
testing scripts, coordinate activities with the securities clearing 
houses (NSCC) and generally make this industry wide testing a reality. 
There are a series of tests which lead up to the final industry wide 
testing in March of 1999.
    For the American Funds, DST will act as our agent for the 
``streetwide'' tests. AFS has developed test scripts to validate the 
transactions involved in shareholder transactions involving these 
mutual funds. These scripts have been forwarded to the testing partners 
assigned to DST for the American Funds. These include ADP, Waterhouse, 
Smith Barney and Baird. These broker/dealers will initiate the 
transactions which will be processed through their systems and on to 
the NSCC. From there, the transactions will go to DST systems. Output 
from the DST transactions (in the form of reports) will go to AFS on a 
daily basis to verify the results.
    This is the process which will be followed during the October 
mutual funds test. This process will also be repeated in March if 
deemed necessary.
    Question 3. In your written statement, you discuss ``time machine 
testing''. Can you describe what this type of testing is and how it is 
conducted?
    Answer. The Capital Group Companies have constructed a complete 
mainframe time machine test environment which replicates our production 
environment. All project components that rely on system clocks are 
tested for Year 2000 compliance, both individually and in combination, 
with system dates and data set forward and rolled through a number of 
critical dates. This environment uses only those hardware and software 
components which our vendors have designated as Year 2000 compliant 
versions.
    The mainframe time machine consists of three major pieces; a lab in 
Brea, a lab in San Antonio and a mainframe computer in San Antonio. 
Additionally, during some of the testing, the time machine extends out 
to include DST's time machine environment and the Brea and San Antonio 
printing centers.
    Before its use, the time machine required months of IT 
Infrastructure preparation. Testing is the most time consuming, 
resource-intensive phase, comprising 50-70 percent of the project 
effort. The combined efforts of the mainframe systems group, 
telecommunications, UNIX, server, desktop, networks and many other 
organizations were required to assemble and test the environment. This 
was no small task, considering these same teams also had to plan a data 
center move in addition to supporting daily production operations.
    The purpose of mainframe time machine testing is three fold. First, 
it provides for complete integration testing with hardware, operating 
systems, utilities and applications that are all Year 2000-ready. 
Second, it provides complete isolation of the test environment from 
Capital's production environment. Third, it gives the applications a 
test platform where they can uncover any Year 2000 errors that were not 
fixed during the software remediation phase. Although the number of 
errors uncovered is small compared to the number of changes made during 
remediation, testing provides the final check to ensure that these 
applications will run correctly into the new millennium.
    The process for building and running the time machine is as 
follows:
    First, an infrastructure must be built which mirrors or closely 
simulates the existing production environment. This environment 
includes a mainframe, UNIX workstations, Microsoft Windows NT 
workstations, Novell servers and a private network (including various 
printers). This infrastructure must then be loaded with Year 2000-
compliant versions of operating systems, utilities and middleware 
applications. Once the environment is ready, a complete image of the 
production environment is then copied into the test environment. Data 
sets that have been aged (dates changed to simulate future 
transactions) are then loaded into the test environment.
    Applications and JCL are modified where required to run in the 
isolated environment. When checkout is complete, the system clocks on 
all the components are moved forward to the first test date. Test 
scripts which had previously been written and verified are then 
entered. Test cycles are run and the resulting screens and reports 
analyzed to see if they match the expected results. When a single cycle 
is complete, the system clocks on all the environment components are 
then advanced (warped) to the next test date. The cycle is then rerun 
for each required test date. The application user community develops 
the test scripts, enters the data, and verifies the accuracy of the 
output.
    Question 4. Capital Group also maintains offices in London, Geneva, 
Hong Kong, Singapore, and Tokyo. Has the company engaged in any general 
assessments about overall Y2K state of readiness regarding other key 
areas of infrastructure in those locations which might impact 
operations? (Telecommunications, Power Utilities, and Transportation)
    Answer. The Capital Group's offices in Europe and Asia are leased, 
and we are working with local building management to assess the Y2K 
state of readiness for each facility. Telecommunications Y2K readiness 
is being assessed by direct contact between Capital Group Information 
Technology operations and local telephone service providers. Beyond 
direct usage, Capital has not attempted to assess the general 
infrastructure readiness of our five non-U.S. sites.
    Question 5. Describe Capital Group's Disaster Recovery program and 
how it would interface with the Year 2000 Program Management Office as 
part of Capital's contingency planning?
    Answer. The Capital Group has a comprehensive Disaster Recover 
program which emphasizes a physical site being down due to disaster, 
and addresses the needs of specific departments for each site. The 
strategy includes a response phase, a recovery phase, and a restoration 
phase.
    The Capital Group has Recovery Notification phone calling tree 
lists in place which are exercised without warning at least quarterly. 
Alternate meeting sites, emergency alert stations, and emergency 
hotlines are established for each department, and associates have 
handbooks with instructions for use.
    The Year 2000 Program Management Office is working with the 
Disaster Recovery team closely in order to take advantage of existing 
planning and resources, including the identification of key associate 
and vendor contacts, departments and sites. This includes specific 
responses to Information Technology Infrastructure system disruptions. 
Building upon that, the Year 2000 team is identifying potential 
external business disruptions which could arise from a vendor or 
business partner's failure to perform due to date processing problems. 
A key factor in this planning is the identification of high-risk 
business partners and vendors that supply a critical business 
requirement. The readiness of these critical third parties is assessed 
through direct contact with members of their Year 2000 team. Following 
one or more meetings, each party is assigned a level of confidence. Low 
confidence levels require more intensive contingency planning.
                               __________

                  Prepared Statement of John R. Towers

    Mr. Chairman, members of the committee, thank you for the 
opportunity to appear before you today. My name is John Towers, and I 
am executive vice president for Global Operations at State Street 
Corporation in Boston where I oversee securities, cash and data 
processing operations.
    I would like to congratulate you, Mr. Chairman, for the attention 
and sense of urgency this committee has brought to the issue--a sense 
of urgency that we fully share.
    I will focus my remarks today on State Street's own commitment to 
readiness for the Year 2000, with particular reference to the services 
we provide to the mutual fund industry--both as custodian and 
investment manager.
    I will also suggest areas of possible action that could be of great 
assistance to the industry and our country in preparing to meet the 
challenges posed by the Year 2000 issue.
                 state street's resolution 2000 program
    State Street Corporation and its principal subsidiary, State Street 
Bank and Trust Company, provides safekeeping and financial services for 
over $4 trillion in assets held primarily by mutual funds, insurance 
companies and pension plans.
    Our custody systems process over 50,000 global securities trade 
settlements daily in over 80 markets around the world. State Street is 
also a major global asset manager, investing over $400 billion on 
behalf of institutional investors worldwide.
    State Street began its assault on the Year 2000 challenge early. In 
the first quarter of 1996, we developed Resolution 2000, a 
comprehensive program to identify and resolve our Year 2000 compliance 
issues. The demands, impact and progress of Resolution 2000 are 
regularly communicated throughout our organization, from the board of 
directors and senior level management to every level of our 
professional staff.
    The program covers four areas of Year 2000 compliance and 
contingency preparations: information technology, suppliers and 
vendors, counterparties and business partners, and business area 
operations.
    Year 2000 compliance is a challenge, but technological change is 
basic to our business. State Street and other global financial firms 
are accustomed to constantly upgrading and re-coding our software to 
accommodate changes in customer and/or market requirements.
    State Street is absolutely committed to the precise, seamless and 
timely delivery of all aspects of the information our customers need 
and to the ability of our systems to cope with all conceivable 
contingencies. And we will be thoroughly testing all aspects of our 
technology both internally and with our counterparties to ensure this 
is the case well before the year 2000.
    Indeed, our day-to-day support of the mutual fund industry is 
predicated upon operating our technology infrastructure. Not only do we 
have state-of-the-art processing systems, but state-of-the-art backup 
as well.
    We deliver accurate daily prices for over 1,200 U.S. mutual funds, 
about \1/3\ of all funds in the country, representing nearly $3 
trillion in assets, to our customers and other intermediaries. And we 
have done so over many years despite hurricanes, floods, blizzards, 
fires, power failures and extraordinary global securities market 
turmoil.
                 state street services to mutual funds
    State Street provides several key services to mutual funds--for 
which we are the single largest custody service provider. Our 
commitment to these customers dates back to 1924, when we were 
appointed trustee of the first U.S. mutual fund, Massachusetts 
Financial Services.
    Today, we provide services to mutual fund companies ranging from 
fund accounting, to daily pricing and/or fund administration for over 
3,000 mutual fund portfolios.
    In the course of providing these services, we interact 
electronically with securities depositories, broker/dealers, banks, 
stock exchanges, and our own customers, as well as all the providers of 
pricing and other investment data services, such as Reuters and 
Telekurs, to ensure that our customers receive the data they need.
    To date, nearly 90 percent of our over 350 core applications 
corporation-wide have been renovated for Year 2000 and are currently in 
various levels of testing to validate compliance. Nearly 150 of these 
core applications support the services we provide to the mutual fund 
industry, and of these particular applications, 97 percent have been 
corrected already.
    Externally, we continue our efforts to monitor and influence the 
compliance of essential third parties globally and are developing 
strategies and approaches for testing with them.
    In cases where we find non-compliance, we will replace vendors, 
work around them, develop internal capabilities to replace them or make 
necessary renovations to enable us to provide Year 2000 compliant 
services to our customers.
    Our Resolution 2000 compliance target for all internal systems and 
application software continues to be December 31, 1998 to meet the 
recommendations of the Federal Financial Institutions Examination 
Council and allow for a full year of external testing in 1999.
    We will devote our efforts throughout 1999 to external testing and 
developing appropriate contingency plans with key industry 
counterparties, customers and vendors. In the area of Year 2000 
compliance, our policy with counterparties resembles President Reagan's 
arms control slogan: ``Trust but Verify.''
    Throughout our own Year 2000 efforts, State Street has taken very 
seriously our responsibility to communicate our progress toward Year 
2000 compliance to our customers and shareholders--and we have done so 
on a quarterly basis since June 1997.
    We believe we have made significant progress, but we are neither 
complacent nor comfortable. And we are committing the necessary 
financial and human resources, and the top-level management attention 
needed to reach our readiness goals well in advance of the turn of the 
century.
            fiduciary responsibility of investment managers
    As you requested, Mr. Chairman, I would like to address the issue 
of fiduciary responsibility of investment managers to evaluate the Year 
2000 compliance of the companies in which they invest.
    Fiduciaries--including retirement plan managers, mutual fund 
advisors and other trustees--must manage assets in the best interest of 
plan participants and beneficiaries.
    When a fiduciary exercises investment discretion, it is responsible 
for evaluating the range of risks and opportunities presented by a 
company before investing fiduciary assets in the company's stocks. One 
of those risks is the possibility that the company's performance will 
be impaired by the Year 2000 problem.
    The Year 2000 issue--or at least widespread recognition of it--is 
new, but the fiduciary's obligation to consider Year 2000 questions is 
not.
    Fiduciaries who have management discretion have an ongoing 
obligation to consider all factors that may increase risk to 
participants and beneficiaries. As with previous developments such as 
environmental liability, the Year 2000 issue may significantly increase 
the risk inherent in some assets, and fiduciaries must respond 
appropriately.
    While proposed legislative or regulatory action may be intended to 
reduce the potential Year 2000 risk faced by fiduciaries, there is a 
hazard that these proposals may, in fact create additional risks.
    Singling out the Year 2000 issue for special treatment may obscure 
or subordinate other risks to the detriment of participants and 
beneficiaries. It may also prevent a fiduciary from responding to the 
Year 2000 challenge in the manner that best serves the interests of 
such participants and beneficiaries--such as by diversifying their 
portfolios.
    In addition, specific Year 2000-related requirements could generate 
questionable litigation. Where the fiduciary does not have investment 
discretion--such as with a 401(k) or index mutual funds--a specific 
Year 2000 obligation for the fiduciary could be inconsistent with the 
purpose of the investment or may, in fact, be outside the fiduciary's 
discretion.
    State Street believes that recent guidance issued by the Federal 
Financial Institutions Examination Council (FFEC) should serve as a 
model for an appropriate governmental response to the particular Year 
2000 risks faced by fiduciaries.
    The guidance recognizes that the extent of a fiduciary's 
responsibilities is determined by applicable law, such as the Employee 
Retirement Income Security Act of 1974 (ERISA) and state trust and 
estate laws, as well as by the particular goals of a retirement fund, 
mutual fund or trust instrument.
    Significantly, the guidance states that fiduciaries with investment 
discretion may consider Year 2000 issues as part of their ongoing 
review of each account's portfolio.
    State Street acknowledges that the Year 2000 problem can be 
addressed as part of the overall management of fiduciary assets, and 
not as an isolated or unique issue. But we also recognize that 
fiduciaries must be able to rely on public disclosures of Year 2000 
readiness to make their assessments--just as they rely on public 
disclosures already in the investment decision process.
                        how congress can assist
    I congratulate you, Mr. Chairman, not only for raising the nation's 
awareness of the seriousness of the Year 2000 challenge, but also for 
your support for S. 2392, the Year 2000 Information Disclosure Act.
    And I heartily praise the SEC for coming forward with its recent 
interpretation of the application of a safe harbor from private 
securities lawsuits for forward looking statements with regard to the 
predicted costs and exposures related to the Year 2000 problem.
    These are exactly the kinds of actions that the financial industry 
needs to encourage and create incentive for further information sharing 
of full and candid disclosures of readiness.
    Disclosure of technical information among all participants in the 
financial industry is a key ingredient in fixing Year 2000 problems. 
But full disclosure and information sharing is inhibited by concerns 
about the risks of potential litigation, especially punitive and 
consequential damages.
    Far from serving as a prod to action, undue fear about such 
liability risk discourages the information-sharing we need--
particularly about areas of difficulty--to achieve Year 2000 readiness.
    State Street's reputation and future business success--as well as 
that of our industry peers--dictates that we successfully address the 
date change problem. We have tremendous incentives to succeed. And we 
depend upon the readiness of dozens of intermediaries to achieve that 
success.
    We recognize that success in meeting our goals depends heavily on 
the joint responsibility and cooperation of all industry players--and 
of vendors outside our industry such as telecommunications and utility 
companies.
    Mr. Chairman, we urge members of this committee to continue to find 
ways to create positive incentives for cooperation and openness among 
all parties. In our view, this would be the most effective assistance 
you could provide.
    Thank you. I welcome any questions you may have.
                                 ______
                                 

         Responses of John R. Towers to Questions Submitted by

                            Chairman Bennett

    Question 1. What specific problem areas have you identified in 
regard to the global operations of State Street Corporation?
    Answer. The most problematic area involves monitoring the 
compliance of third parties with whom we work to provide our services 
globally. Our ability to provide compliant products and services to the 
market requires that we take reasonable steps to validate the 
compliance of all the third-party products and services on which we 
depend. State Street has over 1,800 vendors that provide us with over 
6,000 products worldwide. We have 29 business partners and 
relationships with over 100 subcustodian banks in 83 markets. We face 
off with a number of organizations such as the Federal Reserve and the 
securities depositories, and we interact with thousands of customers 
daily.
    We begin by assessing the readiness of the products and services 
that these organizations provide us. We also assess the readiness of 
the providers themselves if their compliance is essential to a critical 
State Street function. These assessments are particularly difficult to 
perform in countries outside the U.S. where we have found the general 
lack of information a real barrier to making these evaluations. Thus, 
our greatest concern regards information sharing of essential third 
parties globally.
    Pension plan sponsors and mutual fund companies expect global 
custodians like State Street to assess Year 2000-related market risks 
around the world. We understand our customers' investment decisions 
may, in part, be based on these assessments. These assessments should 
include an evaluation of the readiness of numerous links in the 
investment-processing infrastructure in which all participants in a 
given market operate, such as utilities and telecommunications. The 
general lack of information sharing by these participants, however, has 
seriously hampered our ability to monitor and evaluate these other 
links in the investment chain. Moreover, we cannot exercise the same 
level of influence over such participants, which are outside of our 
direct control, as we can, to some extent, here in the U.S. And we have 
found that influencing the readiness of those entities is largely 
beyond the control of local market participants as well.
    Notwithstanding the tremendous challenges and barriers on the 
international side of this process, we are actively performing critical 
assessments of our foreign counterparties. As an example, I will focus 
on our in-depth program of evaluating the readiness of our subcustodian 
network. We rely on these subcustodian relationships for the 
settlement, safekeeping and servicing of assets in those non-U.S. 
markets. Our subcustodians also serve to give us--and our customers--a 
critical interface with other local market participants.
    In general, our findings show that these institutions are actively 
engaged in comprehensive Year 2000 compliance activities both 
internally to their organizations and externally in the markets where 
they operate, however, preliminary responses with respect to general 
market planning reveal a wide range of variation in readiness.
    Some markets have revealed little information, and some have highly 
developed programs. Others are more occupied with the introduction of 
the Euro or addressing recent market downturns. Moreover, we have found 
significant variation in regulatory oversight within markets. Virtually 
all markets view attainment of compliance as a fundamental prerequisite 
for post-Year 2000 survival. Some even regard the non-compliance of 
their market peer group as a competitive advantage and thus are not 
sharing information even among themselves. However, while many 
institutions are undertaking compliance programs, we have less 
information on the development of contingency plans for post-Year 2000 
failure.
    Our primary concern with respect to compliance efforts is the 
inconsistent regulatory approach and general lack of ``information 
sharing'' globally, as I mentioned. Many market participants are taking 
action--ministries of finance, central banks, government regulatory 
agencies, central depositories and banking associations. But the scope 
of their work varies. In some markets, the Central Banks are overseeing 
the Year 2000 compliance for financial institutions in their respective 
markets. Their deadlines and standards are very similar to those 
established by our Federal Reserve Bank. In other markets, a single 
regulator has oversight and enforcement responsibilities for all 
financial institutions and participants in the market including banks 
and brokers. In many new and emerging markets, from a subcustodian 
standpoint, participants are already operating with new systems that 
are compliant. It is important, however, that these markets and systems 
be fully tested to validate compliance. Furthermore, the low levels of 
investment and capitalization represent a lower risk relative to larger 
markets.
    In our direct contact with the market, there is some good news. 
Target dates are being established, and many of our subcustodians are 
targeting compliance by December 31, 1998. There also appears to be 
universal acceptance that companies without effective plans risk severe 
consequences. By and large, participants recognize that ``information 
sharing'' would empower Year 2000 efforts. But financial institutions 
face a dilemma. If they are too candid in their disclosure, markets may 
over-react and investors may retreat. If they disclose too little, they 
may face litigation in the case of an unsuccessful Year 2000 
transition.
    In this regard, we commend Congress and the Administration for 
working together to enact the Year 2000 Information Act--an important 
step in encouraging companies to be more open in discussing Year 2000 
issues. And we commend the SEC, particularly for its recent effort in 
coming forward and extending safe harbor protection for forward looking 
statements in this area. These are the kinds of actions that are needed 
to encourage and create incentive for further information sharing and 
candid disclosures of readiness. Once this information sharing begins 
to happen, as we believe it must, there are a number of international 
bodies in existence capable of promulgating this information, including 
the following advisory organizations:
  --Basle Committee on Banking Supervision
  --Bank for International Settlements
  --International Association of Insurance Supervisors
  --International Organization of Securities Commissions
    Question 2. Have you done any specific assessments of State 
Street's foreign trading partners?
    Answer. We have in place a comprehensive Counterparty Assessment 
Process which monitors the assessment of all significant and material 
funds takers, fund providers and counterparties (e.g., global banks, 
broker/dealers)--both domestic and foreign--throughout our operations. 
Our Resolution 2000 risk management team is leveraging expertise from 
State Street's Credit and Risk Policy area, which will continue to play 
a pivotal monitoring role. Trained loan officers in each business area 
and corporate credit and risk officers are performing assessments to 
check the readiness of our funds providers, funds takers and capital 
market/asset management counterparties worldwide.
    As previously noted, State Street is taking a number of steps to 
assess the readiness of our subcustodian network that consists of over 
100 subcustodian banks in 83 markets. We have incorporated Year 2000 
compliance into the existing comprehensive due diligence that is 
performed today to see that these subcustodians are well prepared to 
represent us in the markets they serve on our behalf.
    An assessment performed by our team of global custody professionals 
provides us with essential information regarding the subcustodians' 
programs and progress, their readiness to validate compliance with 
State Street and the market, and the readiness of the markets 
themselves. Our reviews evaluate their testing efforts and assess the 
progress of other local market participants--including securities 
depositories, central banks and clearing houses. Our evaluations also 
address how these participants are preparing contingency plans for 
potential points of failure after the millennium.
    To date, we have issued two formal questionnaires. The first was 
designed to assess the subcustodians' understanding of the impact Year 
2000 will have on its operations, focusing on their Year 2000 readiness 
programs, planning and internal impact review. We received a 100 
percent response rate that is assisting us in determining if the 
subcustodians' systems are already compliant, and if not, their plans 
to make them so.
    The second questionnaire addresses our subcustodians' ability to 
test with us as well as their plans to test with their external 
relationships. State Street is reviewing all of the responses to 
determine the scope of testing that will be required. We have already 
received over 97 percent of their responses to the second questionnaire 
and will begin testing with our subcustodians commencing in the fourth 
quarter 1998 through the end of the second quarter 1999.
    In addition to the formal questionnaires to assess each 
subcustodian's internal Year 2000 compliance program, we initiated a 
third inquiry in May of 1998 to address ``market readiness.'' Using our 
subcustodian bank network as an information source in the local 
marketplace, we focused this query on our subcustodians' view and 
understanding of the market infrastructure readiness for the Year 2000 
as of this point in time. This information will assist us in assessing 
further ``market readiness'' and whether it may have an impact on our 
subcustodians' ability to effectively provide consistent service to 
State Street. We plan to conduct the same exercise in 1999 in order to 
assess changes from our last market review.
    The results from each aspect of the assessment program are 
evaluated against our custody models and compared across the other 
markets to verify consistency of conclusions. A database serves to 
control, track, monitor and document this process and enables us to 
monitor each subcustodian's Year 2000 progress toward meeting the 
established milestones of our plan. Management reporting is generated 
from the database to support the project management and assessment 
teams in their compliance efforts. We also provide our customers with 
statistical reporting on our progress.
    Further, as part of our approach to evaluating the markets, State 
Street participates in the Global 2000 Coordinating Group. This is a 
group of multi-national financial institutions that have gathered to 
assess the Year 2000 readiness of the international marketplace. The 
scope of their review has been grouped into three major categories:
  --Multinational infrastructure readiness (payment systems, central 
        depositories, exchanges, global depositories)
  --Financial industry readiness (agents, nostros, depots); and
  --Vendor and other third-party service provider readiness (technology 
        firms, telecommunications, public utilities).
    Question 3. Describe the potential negative impact that failures in 
the preparedness of foreign financial markets and foreign-based 
financial institutions could have on the American financial market and 
U.S. based financial institutions. What is being done, both technically 
and from a strategic business perspective, to mitigate the risks in 
these areas?
    Answer. The current state of global markets has made us all very 
much aware of the interdependencies among markets throughout the world. 
Fundamentally, any institution, either here, or abroad, whose primary 
systems are non-compliant faces the potential of eventual financial 
failure. Smaller non-compliance breakage within a firm could yield 
problems with a lower or more localized impact.
    A failure to be Year 2000 compliant could mean many things based 
upon the conditions of non-compliance. Non-compliance could range from 
a most critical condition of not being able to offer financial 
services, to a minimal situation of perhaps one component of a 
provider's systems not being compliant. Recognizing the variability of 
potential non-compliance events that could occur, we are monitoring 
each of our banking relationships on their efforts to address the 
impact of post-Year 2000 points of failure.
    In the worse case scenario, State Street would need to find another 
fully-compliant provider in the marketplace. In a lesser case, State 
Street would need to work with our relationships to define an 
alternative process that would continue to provide consistent service 
levels. In anticipation of encountering a wide range of issues, we 
designed our program to support early identification of issues and 
timely response and to provide optimal time frames in which to invoke 
contingency efforts as situations may dictate. These contingency 
efforts may involve operational workarounds or Requests for Proposals 
to identify an alternative service provider.
    On the corporate level, State Street maintains a set of ``red and 
yellow alert'' procedures developed to provide guidance to our 
management team when we are confronted with a potential or actual 
crisis situation--whether Year 2000-related or otherwise. The goal of 
these procedures is to centralize the critical decision makers, provide 
them with the data needed for decision making and thus closely 
coordinate our corporate level response and prevent major disruption of 
our business and consequent financial loss.
    Examples of such crises include:
  --a liquidity problem
  --upheaval of an economy or financial market where we play a major 
        role as principal or agent
  --the failure of a major counterparty or intermediary
  --significant delays in the availability of market information
  --the failure of a critical internal or external system
    These ``event management'' procedures are designed to provide 
guidance to State Street personnel confronted with a potential or 
actual crisis. State Street has perfected these procedures and proven 
their effectiveness through significant disruptions in domestic and 
international securities markets--including the 1987 U.S. stock market 
crash, the 1994 Mexican currency and financial crisis, and the recent 
series of destabilizing events in the global financial markets.
    Question 4. In your statement you make reference to back up systems 
used by State Street Corporation. How do these systems work, and what 
role would they play in mitigating Y2K risks?
    Answer. State Street has multiple data centers, running mirror 
images of many of its most critical applications. Each data center is 
equipped with an uninterrupted power supply as well as in-house motor 
generators to ensure its ability to operate in the event of an extended 
power failure. In the event of a localized failure in one of our data 
centers, we are able to shift workloads for these critical 
applications.
    More specifically, State Street's backup systems and recovery plans 
include:
  --Two data centers located in Quincy and Westborough, Massachusetts, 
        40 miles apart, and our ``hotsite'' vendor, IBM located in 
        Maryland. These facilities support recovery of critical data 
        processing and data communications functions across multiple 
        system platforms (Tandem, DEC, IBM and Client Server).
  --Critical software and data file backups performed at scheduled 
        intervals. These backups are then stored at secure off-site 
        facilities.
  --Data processing recovery tests conducted for each system at least 
        once a year. During 1997, forty-five (45) data processing 
        recovery tests were conducted to validate the effectiveness of 
        our recovery plans.
  --Established processing capabilities from alternate locations for 
        each major business unit. During 1997, sixteen (16) tests were 
        conducted at these alternate recovery sites.
    In the event of a failure, State Street has a standardized three-
tier escalation procedure in place to support event management. Each 
type of processing problem has a clear escalation path with primary and 
secondary manager contacts documented for problem identification, 
notification and resolution. State Street's Command Center Help Desk 
maintains a contact database for communicating with our business areas 
and clients about network and system-related problems.
    State Street's current backup systems and recovery plans (data 
processing and business recovery) coupled with its event management 
discipline have positioned the Company to respond effectively should 
Year 2000 failures occur. However, a large-scale public utility or 
telecommunications failure would leave all companies exposed, State 
Street included.
    Question 5. In your statement you also referenced your company's 
ability to maintain operational stability despite the occurrence of 
natural disasters and other basic service interruptions. In what ways 
are the Y2K risks your company faces similar to those you have 
encountered in the past and in what ways are they different?
    Answer. The similarities are that over the years, State Street has 
experienced and worked through complex incidents and failures. From a 
data center infrastructure or facilities standpoint the problems tend 
to be localized to a particular data center or operations site. A good 
example was when severe ice storms paralyzed Quebec last winter. State 
Street was able to maintain operational performance by executing its 
business recovery plans. More recently, when our Luxembourg office 
experienced a power failure, State Street was able to implement its 
recovery plans and had that operation up and running within three 
hours.
    The differences are that although State Street is experienced with 
large-scale technological change, never before have such a volume of 
internal changes been put to the test at one point in time. There is 
also potential for having to manage multiple large-scale internal 
failures as well as those resulting from interfaces with external 
parties. Finally, the potential exists for simultaneous large-scale 
public utility, telecommunications and market infrastructure failures 
to occur as well.
    Realizing this, in May of this year State Street initiated the Year 
2000 contingency planning element of its Resolution 2000 program. State 
Street's Year 2000 contingency planning strategy is to leverage the 
existing corporate contingency planning program to respond to potential 
Year 2000 failures by using it as the foundation for future plans that 
may be required. All business areas must evaluate current business 
contingency plans and identify Year 2000 program elements that must be 
added to the plans to ensure the mission critical business functions 
are performed within acceptable service levels (i.e. impact of a vendor 
or service provider failure).
    Question 6. In your statement you say that in cases where a 
fiduciary does not have investment discretion, such as with a 401(k) or 
index mutual funds, a specific year 2000 obligation for the fiduciary 
could be inconsistent with the purpose of the investment or may, in 
fact, be outside the fiduciary's discretion. What does this mean in 
practical terms and what impact does it have on your potential legal 
liability?
    Answer. Under applicable law and the terms of the contract 
appointing an entity as fiduciary, a fiduciary's responsibility may be 
limited to those services delineated in the contract. For instance, in 
the case of an index fund, the fiduciary's liability is limited to 
tracking the stated index. If the fiduciary buys the securities in the 
index in the same proportion as the index, it is fulfilling its duty.
    Imposing on such a fiduciary an additional obligation to verify 
that the issuer of a stock in the index is going to be year 2000 
compliant forces an additional level of review upon the fiduciary, one 
that neither the fiduciary nor the client wants the fiduciary to take. 
Such a regulation would make tracking an index virtually impossible and 
prohibitively expensive, and could force certain fiduciaries to breach 
their contracts. Similar considerations apply to investor-directed 
plans such as 401(k)s and IRAs.
    For example, if the fiduciary determines that a certain issuer of 
stock in the index (``Issuer A'') may not be in a position to achieve 
Year 2000 compliance, the fiduciary would be forced into the position 
of violating one of two conflicting duties. It would have to either (i) 
buy the securities of Issuer A and continue to track the index as 
mandated by the client (and hence violate its new year 2000 duty); or 
(ii) not buy the securities of Issuer A and carry out its year 2000 
duty (and hence violate its duty to track the index).
    Question 7. Describe in more detail your assertion that some 
proposed legislation or regulatory action intended to reduce the 
potential risks faced by fiduciaries may in fact create additional 
risks?
    Answer. I am referring here to legislation that would amend ERISA 
to require fiduciaries of employee benefit plans to ensure that the 
companies in which plan benefits are invested are year 2000 compliant.
    As I stated above, a fiduciary's liability to act in the best 
interests of plan beneficiaries is currently limited under ERISA and by 
the terms of its contract. We are concerned about any legislation that 
could be interpreted to expand that responsibility by holding the 
fiduciary liable for losses to beneficiaries resulting from Year 2000 
failures of a securities issuer or exchange.
    By contrast, the proposed guidelines for fiduciaries recently 
issued by the FFIEC are drafted so that they clearly do not expand that 
liability. They recognize the fiduciary's existing duty to plan 
beneficiaries under ERISA and acknowledge the extension of that 
responsibility to include considerations of Year 2000 readiness of the 
companies in which the fund invests.
    I also think it is important to note that this task would be, for 
all practical purposes, impossible for a fiduciary to perform without 
being able to rely completely on companies' public disclosures of Year 
2000 readiness. In addition, as noted, there are some types of plans, 
such as self-directed 401(k)s and IRAs, in which the fiduciary has no 
investment discretion.
    Finally, this question focuses on investment managers reviewing the 
year 2000 compliance of issuers whose securities they will be 
purchasing. The Committee should also bear in mind that another risk, 
which certainly would affect any investment manager but over which no 
investment manager has control, is the more ``systemic'' risk of a 
major exchange or clearing facility shutting down operations as a 
result of their own Year 2000 failures. Obviously, this would have a 
huge effect on investment managers' ability to manage their clients' 
accounts. However, it would be impossible and illogical to hold 
investment managers to any sort of liability as a result of these 
forces completely outside of the managers' control.
                               __________

                  Prepared Statement of Laura S. Unger

    Chairman Bennett and Members of the Committee: I am pleased to be 
here today to testify before the Special Committee on behalf of the 
Securities and Exchange Commission (``Commission'') on matters relating 
to the Year 2000 technology problem. My testimony focuses on one of 
America's most successful and important businesses--the mutual fund 
industry--and its progress in addressing the Year 2000 challenge. I 
also will outline the considerable number of steps that the Commission 
is taking to promote Year 2000 preparedness by mutual funds.
    As you well know, mutual funds play a key role in the economic life 
of many Americans. Over one-third of U.S. households now own shares of 
mutual funds.\1\ Mutual funds have more than $5 trillion in assets,\2\ 
over a third of which are estimated to be retirement plan assets.\3\
---------------------------------------------------------------------------
    \1\ The Investment Company Institute, 1998 Mutual Fund Fact Book 
(May 1998).
    \2\ The Investment Company Institute, Current Statistical Releases, 
Trends in Mutual Fund Investing (April 1998).
    \3\ The Investment Company Institute, Retirement Statistics, 
Retirement Plans Hold 35 Percent of Mutual Fund Assets (Oct. 14, 1997).
---------------------------------------------------------------------------
    Through the efforts of this Special Committee and others, most 
people are aware by now that a large percentage of the world's computer 
systems will need to be modified to ensure that they recognize the year 
2000. Mutual funds and their investment advisers and other service 
providers, like most other securities-related enterprises, are heavily 
dependent upon computer systems. If their computer systems are not Year 
2000 compliant, mutual funds and their investment advisers could face 
difficulties performing various functions such as calculating net asset 
value, redeeming shares, providing account statements and other 
information to their shareholders, and communicating with fund 
custodians, transfer agents, and distributors. As I discuss below, the 
Commission has actively considered and taken steps to address the Year 
2000 problem for funds, and will continue to do everything that it 
reasonably can to ensure that funds correct any potential Year 2000 
concerns before the turn of the century.
                       the commission's response
    The Commission has approached the Year 2000 problem from many 
directions in recognition of the potential for adverse consequences to 
so many investors if funds do not act and act soon to address the Year 
2000 problem.\4\ Early on, the Commission took steps to raise industry 
awareness of the Year 2000 problem and to collect information about 
mutual funds' readiness for the Year 2000. Commissioners and staff have 
addressed the Year 2000 issue in virtually every recent major speech to 
the fund industry.\5\ The Commission and its staff have issued 
extensive guidance to issuers, including mutual funds, regarding their 
Year 2000 disclosure obligations, and have established a Task Force to 
monitor compliance with the Commission's disclosure directives. Over 
the past three months, the Commission's Office of Compliance 
Inspections and Examinations staff has conducted nationwide 
examinations that are dedicated to obtaining information on the Year 
2000 problem. Most recently, we announced a moratorium on the 
implementation of new Commission rules that would require major 
reprogramming of computer systems by, among others, investment advisers 
and funds.\6\ The moratorium is designed to facilitate and encourage 
securities industry participants to allocate sufficient resources to 
remediation of the Year 2000 problem. In the next few weeks, the 
Commission expects to take final action on a proposed rule that would 
require all registered investment advisers, including advisers to 
mutual funds, to report on the funds and the investment advisers' 
readiness for the Year 2000.
---------------------------------------------------------------------------
    \4\ See, e.g., Revised Staff Legal Bulletin No. 5 (pub. avail. Jan. 
12, 1998); Statement of the Commission Regarding Disclosure of Year 
2000 Issues and Consequences by Public Companies, Investment Advisers, 
Investment Companies, and Municipal Securities Issuers, Investment 
Company Act Release No. 23366 (July 29, 1998); Investment Adviser Year 
2000 Reports, Investment Advisers Act Release No. 1728 (June 30, 1998) 
(``Form ADV-Y2K Proposing Release'').
    \5\ See Remarks of Chairman Arthur Levitt at the Investment Company 
Institute (May 15, 1998); ``Mutual Fund Consolidation and 
Globalization: Challenges for the Future''--Remarks by Barry P. 
Barbash, Director of the Commission's Division of Investment 
Management, Mutual Funds and Investment Management Conference, 
Sponsored by the Federal Bar Association and the ICI Education 
Foundation (Mar. 23, 1998); ``Remembering the Past: Mutual Funds and 
the Lessons of the Wonder Years''--Remarks by Barry P. Barbash, 
Director of the Commission's Division of Investment Management, 1997 
ICI Securities Law Procedures Conference (Dec. 4, 1997); ``Mutual Funds 
in the New Millennium: The Opportunity To Invent Their Future''--
Remarks by Barry P. Barbash, Director of the Commission's Division of 
Investment Management, 1997 ICI General Membership Meeting (May 16, 
1997).
    \6\ Commission Statement of Policy on Regulatory Moratorium to 
Facilitate the Year 2000 Conversion, Investment Advisers Act Release 
No. 1949 (Aug. 27, 1998).
---------------------------------------------------------------------------
    The information that the Commission staff has gathered to date 
shows that the mutual fund industry is quite aware of the potential 
problems that the Year 2000 presents and is preparing to meet this 
challenge in a timely manner. As we approach the millennium, the 
Commission will continue its Year 2000 program, taking any actions we 
believe will help ensure that the mutual fund industry is prepared for 
the Year 2000. We will continue to raise the industry's awareness of 
the Year 2000 issue, gather information about Year 2000 readiness, and 
evaluate the status of the industry's readiness. If we find 
deficiencies, we will aggressively address them with the funds and 
their investment advisers, conduct further examinations and, as 
appropriate, bring enforcement actions.
    We believe that, in addition to the Commission's actions and other 
government initiatives, the disciplining effect of market forces and 
self interest will promote Year 2000 compliance in the mutual fund 
industry. Mutual funds and their service providers have compelling 
business incentives to expend the resources necessary to protect 
themselves, their clients, and their investors. We believe that strong 
and effective government oversight together with market forces will 
foster widespread Year 2000 compliance in the mutual fund industry.
                  education and information gathering
    One of the Commission's top Year 2000 priorities has been to 
educate mutual fund industry participants about Year 2000 issues and to 
gather information on their progress in becoming Year 2000 compliant. 
Since 1996, Commission examiners have raised Year 2000 concerns during 
adviser and fund examinations to increase awareness of the problem and 
encourage corrective action. In 1997, Chairman Levitt sent a letter to 
all registered investment advisers, including advisers to mutual funds, 
warning of the consequences of not being Year 2000 compliant, and 
urging them to make preparations for the Year 2000 their highest 
priority.
    The Commission staff has been working with the Investment Company 
Institute (``ICI''), the mutual fund industry's principal trade group, 
to obtain data to monitor the progress of the industry in addressing 
the Year 2000 problem. The Commission staff has met regularly with the 
ICI to promote Year 2000 readiness and discuss the status of the 
industry's Year 2000 assessment, remediation, and disclosure efforts. A 
recent ICI survey indicates that 80 percent of funds responding to the 
survey plan to complete their Year 2000 programs by the end of this 
year.\7\ The ICI also has urged its members to participate in the 
Securities Industry Association's industry-wide testing program, which 
is scheduled to begin in March 1999. Several major mutual fund 
complexes participated in the Association's initial round of beta 
testing this July, which involved simulating a trading cycle (i.e., 
from order entry to settlement) for various types of securities, 
including mutual fund shares. The funds that participated in this 
testing experienced no significant problems.
---------------------------------------------------------------------------
    \7\ Data provided by the ICI. This information reflects responses 
to the ICI's questionnaire dated March 16, 1998. Responses were 
received from 77 investment company complexes between March 16 and June 
3, 1998, and represent 66 percent of industry assets. Two of these 
firms did not provide a response to the question by the completion 
date. The program completion date for funds broke down as follows 
(percentage of funds): 1998 2d Q or earlier--3 percent, 1998 3d Q--5 
percent; 1998 4th Q--72 percent; 1999 1st Q--8 percent; 1999 2d Q--11 
percent; 1999 Post 2d Q--1 percent.
---------------------------------------------------------------------------
                               disclosure
    The Commission has taken a number of steps to promote useful 
disclosure about Year 2000 issues by mutual funds. To impress upon 
mutual funds their disclosure obligations, the Commission's Division of 
Investment Management jointly issued a Staff Legal Bulletin with the 
Division of Corporation Finance in 1997. Under the bulletin, funds and 
advisers must disclose any material effect that the Year 2000 problem 
may have on their businesses, including the cost of remediation, the 
consequences of incomplete or untimely resolution of the problem, and 
the risk that the problems of third parties will affect their business.
    After the bulletin was issued, the Division of Investment 
Management formed a Year 2000 Disclosure Task Force to assess the 
quality of Year 2000 disclosure being made in disclosure documents. The 
Task Force was directed to assess the disclosure not simply through the 
eyes of a regulator, but also through the eyes of an investor. When 
appropriate, the Task Force instructed funds to provide disclosure in 
plain English, and more user friendly, terms. The funds selected for 
review by the Task Force represented over 50 fund complexes and over 59 
percent of mutual fund assets.
    The Task Force found that the number of mutual funds that are 
disclosing Year 2000 information has increased substantially in the 
last year. During 1997, few mutual funds made any Year 2000 disclosure. 
In contrast, through May 1998, 81 percent of the new or amended 
registration statements filed by funds during 1998 contained Year 2000 
disclosure. In addition, 24 of the 25 largest mutual fund complexes 
have made Year 2000 disclosure to their shareholders.\8\
---------------------------------------------------------------------------
    \8\ The remaining fund complex informed the staff that it believes 
that Year 2000 issues will not materially affect its ability to provide 
the services described in fund registration statements. The complex has 
been working on Year 2000 corrections since 1996, reports frequently to 
the fund boards, and continues periodically to review the need for 
disclosure. In addition, the fund complex is considering providing 
supplemental communication to shareholders about Year 2000 issues.
---------------------------------------------------------------------------
    In the course of its reviews, the staff became concerned that, 
while more funds were discussing Year 2000 issues in their disclosure 
documents, the documents in many cases could be made more useful to 
investors seeking to understand the Year 2000 readiness of their funds. 
In attempting to improve the quality of Year 2000 disclosure, the 
Commission issued an Interpretive Release on Year 2000 disclosure 
requirements in July 1998. The release sets forth the factors that the 
Commission expects all mutual funds to address in providing Year 2000 
disclosure. In particular, the release states that if mutual funds 
determine that their Year 2000 risks are material, they must disclose 
these risks in their registration statements and other public 
documents. According to the release, a fund should consider, in 
assessing its potential Year 2000 risks, whether Year 2000 issues 
affect its own operations, its ability to obtain and use services 
provided by third parties, or its portfolio investments. The Task Force 
will continue to evaluate industry compliance with this guidance, and 
will direct funds to improve their disclosure, as needed.
                              examinations
    The Commission believes that one of the most effective means of 
directly evaluating the readiness of mutual funds for the Year 2000 is 
through the examination process. Beginning in 1996 and continuing 
through 1997, our investment management examination program focused on 
awareness: getting the message out to funds and their investment 
advisers that they needed to address the Year 2000 problem. In 1996, 
the Commission's Office of Compliance Inspections and Examinations sent 
a letter to the ICI alerting it to the seriousness of the problem and 
that remediation efforts would be reviewed during on-site examinations. 
Reviews of mutual funds and their advisers at that time were designed 
to alert them to the problem and to gauge whether they had plans to 
remediate their computer systems that were not Year 2000 compliant. Of 
the 757 investment advisers and mutual funds examined in 1996 and 1997 
of which Year 2000 inquires were made, 93 percent (731) were aware of 
the Year 2000 problem, and 83 percent (627) had already taken or 
planned corrective actions. During late 1997, our examiners conducted 
in-depth reviews of selected advisers' remediation programs. The staff 
generally found that these advisers were taking the Year 2000 problem 
seriously, had plans in place to deal with Year 2000 issues, and were 
actively working on implementing their plans.
    Beginning in the spring of this year, our examinations began 
determining the extent of each fund's reliance on third parties to 
ensure Year 2000 compliance, whether the fund has a written plan to 
deal with Year 2000 issues, the date that the fund expects to complete 
systems testing, and whether the fund plans to participate in testing 
with outside parties or in industry-wide testing. Our examiners have 
collected information concerning, for example, progress on meeting 
completion dates and testing for a significant percentage of registered 
advisers. The information gathered through this process serves both to 
identify specific areas of potential difficulty that will need close 
monitoring and to validate information provided from other sources. As 
of this past August 31, our examination staff had conducted inspections 
of mutual funds representing over one-third of fund assets. Our data 
show that most funds plan to have any Year 2000 problems corrected by 
the end of 1998 or during early 1999, which is generally consistent 
with industry statements that corrections should be completed by 
December 1998.\9\ Only a small number of funds indicated that they did 
not expect to complete their corrections until mid-1999. The staff is 
treating those advisers and funds with late completion dates and those 
not planning to conduct internal testing as potentially requiring 
additional action. We will be asking them to explain any problems that 
we find, and we may follow up with on-site examinations of some of 
these entities in the future.
---------------------------------------------------------------------------
    \9\ See ICI Survey supra note 7.
---------------------------------------------------------------------------
    Thus far, data that we have collected show that funds are making 
significant progress in addressing their Year 2000 problems. Ninety 
percent of funds indicated that they were taking steps to correct their 
Year 2000 problems. Of the remaining funds, some had already completed 
their corrections or indicated that they had identified no 
problems.\10\ We found that 77 percent of funds have written plans to 
address Year 2000 compliance, and that 95 percent of the funds have 
made inventories of all of their computer systems affected by the Year 
2000 problem. Only 1 percent of funds had neither a plan nor conducted 
an inventory.
---------------------------------------------------------------------------
    \10\ Some advisers that answered that they had identified no 
problems explained that they either had new systems that were Year 2000 
compliant or had contracted with third parties for virtually all of the 
services that might be affected by the Year 2000. The Commission staff 
will send letters to other funds that provided this response asking 
them to explain whether their responses indicate that they need to take 
additional steps to address their Year 2000 readiness.
---------------------------------------------------------------------------
                     proposed reporting requirement
    In recognition of the urgency of the Year 2000 problem, the 
Commission intends to take every reasonable step to encourage the 
mutual fund industry to address the Year 2000 challenge. To supplement 
our examination program, the Commission has proposed to require that 
all registered investment advisers, including fund advisers, report 
their progress on making their systems Year 2000 compliant.\11\ The 
reports would be similar to our recently-adopted reporting regulations 
for broker-dealers and transfer agents. If the advisers have mutual 
funds as clients, the advisers also would be required to provide 
information about the readiness of the funds for the Year 2000, as well 
as their own readiness. As proposed, the reports would address the 
scope and status of the advisers and funds' Year 2000 plans and their 
commitment of resources and personnel to address the problem. Advisers 
to funds would report on the systems that may be affected by the Year 
2000 problem and the progress that they have made in addressing these 
problems, including the extent to which they have conducted internal 
and external testing of their systems. The reports also would include 
information on contingency plans in case of system failures and the 
readiness of third parties upon which the adviser or fund relies for 
its critical systems.
---------------------------------------------------------------------------
    \11\ Form ADV-Y2K Proposing Release, supra note 4.
---------------------------------------------------------------------------
    The Commission believes that the proposed Year 2000 reports will 
further encourage advisers to proceed expeditiously in preparing for 
the Year 2000. We expect that advisers will be required to file the 
reports in early December and again in June 1999. The Commission has 
proposed to make the reports available to the public on our website and 
will use the information gathered in the reports, among other things, 
to fulfill Congressional requests for information regarding the 
securities industry's readiness for the Year 2000 problem. The 
Commission staff intends to use the reported information to obtain a 
more complete picture of the industry's overall Year 2000 preparations 
and to identify firm-specific problems. Advisers that report 
questionable or inconsistent information will be asked to explain any 
problems that we find and could be subject to follow-up compliance 
examinations. Information in the reports, in conjunction with 
information obtained from industry groups and through the examination 
program, will enable the Commission staff to target its efforts for the 
rest of 1998 and 1999 on particular industry segments or firms that 
appear to pose the greatest risk of non-compliance. The Commission is 
currently reviewing staff recommendations on the proposed rule and 
expects to take final action on the rule by the end of the month.
                   mutual fund portfolio investments
    Thus far, I have discussed the Year 2000 to the extent that it 
presents potential operational risks to mutual fund shareholders. Such 
a risk would be, for example, that a fund's computer systems may fail 
at the turn of the century. I understand that the Special Committee 
also is examining the important issue of the Year 2000 to the extent 
that it presents potential investment risks to mutual fund 
shareholders. These risks would include, for example, the risk that the 
operations of a company in which the fund invests would be adversely 
affected by the Year 2000 problem.
    The Year 2000 risks presented by the companies in which mutual 
funds invest, like any other investment risk, will be a factor that 
investment advisers to mutual funds may consider as part of their 
investment decision-making process. In discussions with major fund 
complexes, we have learned that their investment advisers are 
increasingly considering companies' Year 2000 compliance when they 
evaluate the merits of the particular companies as potential 
investments. One major fund complex advised us that its analysts ask 
standard questions about all prospective portfolio companies' Year 2000 
readiness, including questions about the priority assigned and assets 
committed to the companies' Year 2000 program, the companies' 
consideration of risks posed by third parties (e.g., suppliers), and 
the current status of their progress in identifying and eliminating 
Year 2000 problems. Another major fund complex reported to us that its 
investment adviser's portfolio managers systematically address Year 
2000 issues by carefully reviewing publicly available information about 
a company's Year 2000 readiness, and then following up with on-site 
visits for further fact gathering.\12\ Fund complexes generally advised 
us that they expect Year 2000 analyses to become more refined as more 
information about Year 2000 becomes available. We believe that this 
kind of Year 2000 due diligence is, or will become, typical of the 
investment decision-making process used by many funds' investment 
advisers.\13\
---------------------------------------------------------------------------
    \12\ Public information about the Year 2000 exposure of some 
portfolio companies only now is becoming widely available. See, e.g., 
Statement of the Commission Regarding Disclosure of Year 2000 Issues 
and Consequences by Public Companies, Investment Advisers, Investment 
Companies, and Municipal Securities Issuers, Investment Company Act 
Release No. 23366 (July 29, 1998).
    \13\ Our view is confirmed by a recent article, which outlines the 
decision-making process of the advisers to a number of larger fund 
groups. Fund Managers Hunt for Clues, Morningstar (June 16, 1998) 
(reporting fund portfolio managers efforts to obtain information about 
companies' Year 2000 readiness) (available at http://
www.morningstar.net).
---------------------------------------------------------------------------
    The Commission will continue to develop a more complete picture of 
the steps that funds' investment advisers are taking to address Year 
2000 investment risks. The Commission staff has recommended to the 
Commission that the Year 2000 reports discussed above require fund 
advisers to indicate whether and how they consider Year 2000 investment 
risks in making investment decisions. This requirement will provide us 
with more information about the role of Year 2000 issues in fund 
advisers' investment decision-making process, and help focus advisers' 
attention on this issue.
    We believe that, based on the information that we have collected to 
date, no further action by the Commission is needed at this time to 
address fund advisers' consideration of Year 2000 investment risks. The 
role that Year 2000 investment risks should play in advisers' 
investment decision-making process depends heavily on the particular 
context. Fund advisers are legally required to manage their portfolios 
consistent with their stated investment objectives and strategies. In 
some cases, it may not be consistent with a fund's investment 
objectives (e.g., to invest in the S&P 500) or strategies (e.g., to 
rely exclusively on quantitative analysis) for the fund's adviser to 
take a companies' Year 2000 readiness into account in making investment 
decisions. The Commission believes that, because of the fact-specific 
nature of the investment decision-making process, imposing specific 
obligations on fund advisers regarding their consideration of Year 2000 
investment risks would likely be impractical and potentially 
inconsistent with the way in which shareholders expect their funds to 
be managed.
                         the role of investors
    One of the Commission's primary goals historically has been to 
apprise investors of the importance of understanding the risks of the 
investment vehicles in which they invest. Toward this end, the 
Commission has sponsored numerous public meetings to educate investors 
about the importance of understanding their investments. The Commission 
also has published on its website a list of eight questions that 
investors should ask their mutual funds about the Year 2000, including 
a question regarding the Year 2000 exposure of the portfolio companies 
in which funds invest. Anecdotal evidence that we have gathered to date 
suggests that investors are aware of this issue and many of them are 
contacting their advisers and funds to ask about Year 2000 issues. One 
major fund complex, for example, reported to us that it had received 
over 600 questionnaires from investors asking, in part, about steps 
that the fund's investment adviser was taking to incorporate Year 2000 
considerations into its investment decision-making process.
                               conclusion
    We believe that the mutual fund industry is well aware of the 
potential problems that the Year 2000 presents, and is preparing to 
meet this challenge in a timely manner. Funds and advisers generally 
appear to be expending the effort and resources necessary to ensure 
Year 2000 compliance. The Commission will continue to actively evaluate 
the industry's readiness on Year 2000 issues, and will take further 
action as necessary against those advisers and funds that appear to 
present problems. Many fund shareholders and advisory clients are aware 
of this issue, requiring funds and advisers to view the Year 2000 
problem not just as a regulatory issue, but as a business issue. In 
this regard, although we at the Commission will continue to monitor 
progress and do everything that we can to address the Year 2000 issue, 
funds and advisers will ultimately have to answer to the market and 
their clients if they are not ready for the coming millennium.
                                 ______
                                 

  Responses of Commissioner Laura S. Unger to Questions Submitted by 
                            Chairman Bennett

    Question 1. You have testified that of the mutual funds you have 
examined to date (representing approximately \1/3\ of assets held in 
mutual funds), only 1 percent had failed to prepare a written plan and 
conduct an inventory of their systems. These are promising results. 
Nevertheless, what action do you plan to take against those 1 percent 
and others you identify in future examinations?
    Answer. The Commission's staff is following-up with ``for-cause'' 
examinations of the mutual funds that failed to prepare a written plan 
and conduct an inventory of their systems. The Commission's staff will 
continue to monitor mutual funds that appear to be at risk. 
Specifically, the staff intends to use investment advisers' disclosures 
in newly adopted Form ADV-Y2K to identify advisers and fund complexes 
that appear to not have addressed their Year 2000 problems.
    The staff also expects the private sector to play a role in 
monitoring the mutual fund industry. The staff expects interested 
parties--investors, clients, business partners and vendors--to use the 
ADV-Y2K disclosures to form their own conclusions about advisers' and 
funds' readiness. Firms lagging behind the industry should expect to 
feel the effects of business, as well as regulatory, discipline.
    Question 2. It is very important that both individual investors and 
investment advisers have reliable and complete information on the 
companies in which they invest, including information about Year 2000 
risks. Do you have any sense of whether individuals and investment 
advisors are getting the Year 2000 information they need to make 
informed investment decisions and recommendations?
    Answer. The Commission is making every effort at making sure that 
reliable and complete information about the Year 2000 preparedness of 
companies is available to investors. Based on the Commission's recent 
interpretive release regarding public company disclosure, the vast 
majority of companies should be providing details of their Year 2000 
readiness each quarter in their Commission filings. We cannot be sure 
to what extent individual investors use this information in their 
investment decisionmaking. To encourage investment advisers to use this 
information, the Commission recently asked all advisers whether they 
took into consideration Year 2000 preparation of companies whose 
securities they recommend to clients. Based on the number of questions 
the staff of the Division of Investment Management has received, this 
question has attracted the attention of investment advisers. When 
investment advisers submit their Year 2000 readiness reports to the 
Commission in early December, we will have a better indication of 
whether advisers are considering Year 2000 issues when they make their 
investment decisions.
    Question 3. The Special Committee staff has spoken in confidence 
with individuals who assert that a very high percentage of Year 2000 
disclosures filed to SEC requirements are misleading and outright 
wrong. The argument goes that a company has more risk in exposing Y2K 
problems since at this time there is independent auditing in place to 
challenge their Y2K statements and there are no fines for 
misstatements. In contrast, Mexico is auditing the statements being 
made by their banks. Please comment on these allegations? What actions 
is the SEC prepared to take against companies that file misleading 
reports?
    Answer. At this time, the Commission has no basis to believe that a 
very high percentage of Year 2000 disclosures are misleading. If the 
Commission finds that any Year 2000 disclosures are materially 
misleading, appropriate action will be taken. The Commission takes the 
Year 2000 problem seriously and intends to vigorously enforce the 
federal securities laws relating to this disclosure issue. As I 
testified, the Commission's interpretive release on Year 2000 
disclosure may form the basis of Commission enforcement actions against 
companies that fail to disclose material information regarding their 
Year 2000 issues.
    At this time, the Division of Corporation Finance staff continues 
to seek better Year 2000 disclosure by raising issues through the 
comment process for company filings that it reviews. More egregious 
deficiencies will be referred to the Division of Enforcement for 
investigation. The Commission intends to be proactive and take any 
warranted enforcement action before the Year 2000 for misleading Year 
2000 disclosure.
    Recently, the Division of Enforcement brought actions against 37 
brokerage firms for failing to file required Year 2000 related reports. 
As part of this coordinated effort, the National Association of 
Securities Dealers charged another 59 brokerage firms for filing their 
reports late. These actions reflect the Commission's recognition of the 
magnitude of this issue and willingness to promptly bring enforcement 
actions for federal securities law violations.
    The Commission's Office of Chief Accountant has worked with the 
accounting and auditing profession to establish appropriate guidance 
for auditing procedures in the Year 2000 context. The Commission itself 
does not directly conduct audits of public companies since our 
statutory authority is limited to eliciting disclosure. For broker-
dealers, over which the Commission has more direct authority, the 
Commission recently adopted a rule that requires a broker-dealer to 
file with the Commission and the broker-dealer's designated examining 
authority a report prepared by an independent public accountant 
regarding the broker-dealer's process for preparing for the Year 2000. 
In conjunction with adopting this requirement, the Commission indicated 
that the independent public accountant's report can be prepared in 
accordance with agreed-upon procedures promulgated by the American 
Institute of Certified Public Accountant's Auditing Standards Board.
                               __________

               Prepared Statement of Michael A. Waterford

                              introduction
    Mr. Chairman and Members of the Committee, my name is Michael 
Waterford and I am here on behalf of DST Systems, Inc. We appreciate 
the opportunity to provide testimony on the Year 2000 Problem and the 
efforts of the mutual funds industry to prepare for it. We believe that 
the work of this Committee is vitally important in creating the 
necessary climate of public awareness of the problem and an appropriate 
level of corporate concern and response.
                dst's role in the mutual funds industry
    DST Systems, Inc. is a publicly traded company based in Kansas 
City, Missouri, and listed on the New York Stock Exchange. Our revenues 
in 1997 were $650 million and we employ approximately 6,000 people 
worldwide. Our company was founded in 1969 to address the shareholder 
record-keeping requirements of the mutual funds industry, and today 
that is still our primary business. We have other businesses which 
provide products and services to the financial services and other 
industries; however, this testimony is in respect to our U.S. mutual 
funds business only.
    DST has grown rapidly with the mutual funds industry and is the 
leading record-keeper for shareholders in that industry. We provide 
shareholder record-keeping to over 200 mutual fund companies, 
representing over 8,000 funds or fund classes and over 48 million 
shareholder accounts, with assets in excess of $1.6 trillion. A 
shareholder account represents one holding by one person in one fund or 
fund class. A person who invests in a dozen funds or fund classes would 
have twelve accounts maintained by us. We estimate that an investor has 
on average two or three accounts, so 48 million shareholder accounts 
can be translated into 15-20 million investors. We also provide 
portfolio accounting services to 33 mutual fund companies with over 
2,000 portfolios.
    Our shareholder accounting system and portfolio accounting system 
are large proprietary systems which we own and operate at our own data 
center in Kansas City, Missouri. We make our services available to 
clients and shareholders over our own private telecommunications 
network. We do not sell these systems.
    The software product which we use to provide shareholder record-
keeping to the mutual funds industry is called TA2000.TM The 
typical services which we provide for mutual fund shareholder record-
keeping involve processing transactions, such as maintaining 
shareholder records of ownership in mutual funds. This means performing 
transactions such as purchases, redemptions and exchanges; account 
maintenance such as changes of address or bank account information; 
processing incoming mail, responding to phone inquires from 
shareholders and financial intermediaries such as brokers; sending out 
confirmations, statements, checks, letters and tax forms. If a client 
(i.e. a mutual funds management company) elects to have us perform all 
of those services employing our own staff, we consider the client to be 
a ``full service'' client. Clients who wish to perform all of the 
functions themselves, accessing our systems in our data center but 
employing their own staff, are considered to be ``remote service'' 
clients. Remote service clients may decide that they wish to perform 
all the services themselves. Alternatively, they may choose to perform 
only some part of the services themselves and outsource the remainder 
to us. Thus the full service and remote service options should be 
regarded as a spectrum along which clients may choose whichever 
combination of remote and full services best suits their needs. Just 
over 40 of the 200 management companies we service have chosen DST to 
perform their shareholder record-keeping on a full service basis. In 
respect to both full service and remote service activities, DST is a 
registered transfer agent regulated by the Securities and Exchange 
Commission. Since some of our clients are banks, we are examined by the 
Federal Financial Institutions Examination Council (FFIEC) on behalf of 
the Federal Reserve, the Federal Deposit Insurance Corporation and the 
Comptroller of the Currency in connection with their regulation of our 
client banks. The work of all these regulatory bodies is important in 
furthering awareness of the Year 2000 Problem, and in assisting with 
coordination of efforts by industry members.
    Our portfolio accounting services are provided by a separate 
software product, the Portfolio Accounting System or PASTE, and are 
available only on a remote service basis. These services enable mutual 
funds managers to record the underlying securities in the mutual fund 
portfolio, to track portfolio changes as well as to record corporate 
actions such as dividends and stock splits. The most critical function 
of PAS is to calculate the daily net asset value (NAY) of the fund 
which is published in the newspapers and used in the calculation of the 
prices at which shareholder purchases, redemptions and exchanges are 
made.
    Increasingly, we handle shareholder inquiries and transactions via 
automated interfaces. The single most important interface is the data 
transmission from the National Securities Clearing Corporation (NSCC), 
which offers trade placement and settlement services for mutual funds 
transactions originating primarily from broker/dealers. We process over 
50 percent of the NSCC's daily mutual funds volume. The numerous 
interfaces which we handle in TA2000 also include direct transmissions 
from mutual fund clients and financial intermediaries. Additionally, we 
receive direct transactions and inquiries from shareholders using our 
Interactive Voice Response (IVR) systems, which enable the shareholder 
to conduct business from a touch-tone telephone, 24 hours a day, 7 days 
a week. We also provide Internet access for shareholders through a 
secure Web site. This is not currently a significant part of our total 
volume of transactions and inquiries, but is growing rapidly.
    In line with developments in the mutual funds industry, the types 
of funds and accounts which we service have grown significantly during 
the 1980's and 1990's. Tax-qualified accounts in particular have grown 
as a percentage of total accounts and total assets in all types of 
funds. An increasing percentage of tax-qualified shareholder accounts 
which we service are Individual Retirement Accounts (IRA's) and a 
further large number of accounts represent individual investment 
choices in 401 (k) plans. Some 401 (k) plans are serviced directly by 
DST using our TRAC-2000 system, which is offered to our clients as part 
of TA2000. In that case the number of participants in the plan is known 
and all the participant information is recorded on our system. Other 
401 (k) plans are administered outside of TRAC-2000 and TA2000 by other 
companies or administrators using their own software. In that case, for 
each fund in the plan which we service, the plan administrator 
maintains a single account on our system representing all of the plan's 
assets in that fund.
    Over the last decade, DST has invested hundreds of millions of 
dollars in its infrastructure and systems to address the growing needs 
of the mutual funds industry. We have invested in the development of 
proprietary image-based systems to manage high-volume workflow 
(letters, faxes, phone calls) in a clerical environment. We have 
invested in large increases in data center and telecommunications 
network capacity to handle increasing volume, and we have invested in 
major systems development to meet our clients' needs as their mutual 
funds products have evolved. Today, well over 1,500 of our staff are in 
technology roles in information systems development and support as well 
as computer and network operations.
              dst's preparations for the year 2000 problem
    DST's first preparations for the Year 2000 started in 1989. In that 
year, we undertook a large project, known as ``Flex,'' at a cost of $12 
million to re-engineer the data in our TA2000 mutual funds shareholder 
record-keeping system. This involved both the relief of certain 
constraints which had come about as a result of rapid growth in the 
1980's as well as the expansion of data capacity to handle anticipated 
growth over the next two decades. A key element of this project was the 
addition of the century to all dates in the TA2000 data bases and we 
also upgraded the date fields in those work and interface files where 
DST was able to determine the format of the file. We were not able to 
upgrade the formats of date fields where those were determined by 
clients or other organizations. Thus, since 1990 when the re-
engineering project was completed, our mutual funds shareholder records 
have generally carried the full four-digit year.
    At the same time, we established a central data architecture group 
to control the data architecture for our future systems development. 
This group established a full four-digit year requirement for dates in 
data bases and work files. The result has been a consistent standard 
across all of our proprietary systems for approximately ten years which 
has been a major factor in reducing the size and cost of the task of 
preparing for the Year 2000. In spite of those actions, the work of 
verifying our readiness has required the allocation of significant 
resources, of which the majority have been deployed in our test efforts 
both internally and with the outside world.
    In 1994 through 1996, we conducted a review of our TA2000 system to 
assess its Year 2000 status. We chose that system since it is the 
largest system we operate, consisting today of approximately 15,000 
programs, and represents the largest part of our overall business. We 
identified certain areas with trans-century issues and carried out 
several projects to address those issues. At the same time, we also 
reinforced our systems development processes. These projects provided 
us with key insights into the methodology of systems remediation and 
maintenance in large highly active systems which have been important to 
our Year 2000 readiness program. DST's standard for the Year 2000 is 
that data bases and work files will contain, where possible, the full 
four-digit year, and that any data bases or files which did not include 
the full four-digit year will be expanded to do so. There is a 
technique, called ``windowing,'' which can be used to deal with data 
bases with two-digit years. This involves creating a virtual century 
e.g. from 1950 to 2049, and programming the computer system to treat 
years 50 through 99 as 20th century, and years 00 through 49 as 21st 
century. There are many variants of windowing, but the basic concept is 
the same and requires program changes. DST's standards limit the use of 
windowing, because the technique is not as reliable as field expansion 
in many circumstances . There are two kinds of situations where, even 
with four digit years in the data base, some windowing is required. The 
first is in the acquisition of date information from workstations, 
where, for operational efficiency, the operator is required only to 
enter a two digit year. The second is in data interfaces with third 
parties where the third party has specified a two-digit year format and 
does not wish to upgrade it.
    In November 1996, we established a Project Office, headed by a 
senior officer and staffed by qualified senior technical staff and 
experienced outside consultants, to establish methodologies, processes, 
and standards and to carry out day-to-day oversight of all Year 2000 
activities. The organization of Year 2000 projects is based on DST's 
business structure. For each software product or other area of the 
organization undertaking Year 2000 remediation activities, the 
executive in charge of the area is responsible for the provision of 
resources and is accountable for timely and successful completion of 
the work. Within the area, technical and business staff working in 
project teams headed by experienced managers are responsible for 
carrying out the work, including communication with clients and 
organization of point-to-point testing where applicable. These managers 
report directly each month to the Project Office. The Project Office 
reports to a Year 2000 Oversight Committee, headed by DST's Executive 
Vice President together with key operating executives as well as legal 
and internal audit representation. The Oversight Committee meets 
monthly to review the work of the Project Office and to ensure that 
DST's Year 2000 program is completed in a timely manner.
    DST has set a corporate goal of achieving internal Year 2000 
readiness of our systems and services by December 31, 1998. By ``Year 
2000 readiness,'' we mean that the system will operate in accordance 
with its specifications or other functional description regardless of 
the century with respect to which date data is encountered by the 
system.
    We set our timeframe for achieving readiness as an internal 
timeframe because we recognize that internal readiness and external 
readiness (i.e. readiness involving testing and interaction with 
clients and other third parties) involve two very different sets of 
issues. One of the lessons learned from our re-engineering experiences 
with the Flex project in 1989 and 1990 was that internal re-engineering 
projects where we have complete control of the project elements can be 
executed in a structured and predictable manner on pre-determined 
schedules, even if the projects are large and complex. Projects 
involving external organizations to whom we provide services are 
susceptible to scheduling and co-ordination difficulties and are less 
predictable in terms either of the effort required to complete them or 
the probable timetable for doing so. It is important for timely 
achievement of internal Year 2000 readiness that it be kept separate 
from external readiness activities.
    Our decision to choose December 31, 1998 as a goal for internal 
readiness was motivated by two considerations. The first was simply to 
allow time for recovery in the case of project delays. The second was 
the expectation that adequate staffing would have to be allocated in 
1999 to testing with clients, the industry and other third parties. At 
the time of this submission, this still appears to be the likely course 
of events.
          current status of dst's year 2000 readiness project
    The readiness program established by the Project Office began in 
early 1997 under veteran project managers. To a large extent, we have 
undertaken these efforts with our own staff, and always under our own 
control, which we consider to be appropriate for timely completion of 
these activities. The process for Year 2000 readiness of a system 
consists of taking an inventory of everything which might be affected, 
determining its readiness status (assessment), carrying out the 
necessary repair or replacement, testing and implementation. The 
complexity of the Year 2000 Problem lies not in each individual 
project. It lies in coordinating and sequencing all projects across a 
large organization, and beyond the organization to numerous third 
parties with which any organization communicates as part of its normal 
business activities. In other words, it is not a complex technical 
problem. It is a complex logistical problem.
    To support its test requirements for Year 2000 readiness, DST has 
created two different kinds of test facilities. The first kind is a 
date-simulated environment. In the date-simulated environment, we are 
operating multiple test systems for ourselves and our clients. These 
test systems use data bases which are separate from our normal test 
facilities and from each other, and contain test shareholder and fund 
information which has been ``rolled forward'' until it appears to be 
1999 or 21st century data. When tests are run, special tools create the 
appearance of a 21st century environment even though the underlying 
software/hardware platform is the same platform we use for current test 
and production. The advantage of this is that it is highly flexible, 
easy for our clients and ourselves to access and permits large amounts 
of testing in widely different situations in relatively brief time 
periods.
    The second kind of test facility is a ``time machine.'' This is a 
segregated hardware and software platform which is actually operating 
as if it is in the 21st century. It is the full readiness platform 
where all third party hardware and software is brought together with 
our own systems to be sure that they all work together properly. The 
time machine is very important, but is used more sparingly than the 
date-simulation facilities because: (1) it is difficult to access due 
to the need for complete isolation to avoid contamination of current 
platforms; and (2) it is being built on an on-going basis as third-
party software becomes available. So the date-simulation facilities do 
most of the work of testing each product, and the time machine is used 
for final integration and testing of our systems.
    As of the time of this testimony, we have essentially completed the 
remediation of our TA2000 and PAS software systems, and the remediated 
programs have been placed into production. Testing both internally and 
with our clients is well advanced. Internal testing of TA2000 has been 
on-going for over a year, and will continue through the end of 1998. 
Internal testing of PAS began this year and will be completed this 
year. The tests consist of ``cycles'' addressing specific system 
functionality in a specified range of 1999 and 21st century dates. 
Testing of these systems has uncovered a small number of issues, all of 
which we consider to be minor and were promptly addressed. We expect to 
complete our internal testing on schedule by the end of 1998. Readiness 
of the time machine is less advanced, partly due to time frames for 
acquiring third-party software and partly due to the time frames for 
assessing certain ``in-house'' software which support our operations. 
However, the time machine is in successful operation at the moment and 
we anticipate that it will be complete for mission critical elements by 
the first quarter of 1999 with testing continuing throughout that year.
    We expect our testing with clients, the industry and other third 
parties to continue well into 1999, and possibly into the fourth 
quarter. Our testing with clients started on TA2000 in November 1997, 
and for PAS in June 1998. Testing with clients is organized in cycles, 
like internal testing, and has also uncovered only a small number of 
issues which have all been promptly addressed. DST has many interfaces 
with third parties other than its clients. One of the primary 
interfaces, as noted earlier, is with the NSCC. DST has worked with the 
NSCC to ensure that the interface formats are appropriate for the 
transition into the next century, and is a participant together with 
many other organizations in the financial services industry in the 
industry-wide testing organized by the Securities Industry Association. 
The SIA is to be commended for its leadership role in organizing and 
overseeing the ``streetwide'' testing which is being carried out in 
1998 and 1999. DST participated as a service provider in the ``beta'' 
test which was carried out in July of this year. Although this was only 
a limited test in terms of volume, it afforded the opportunity to test 
the interfaces between brokers, stock exchanges, mutual funds companies 
and other organizations with a range of financial transactions. DST 
received approximately 1,200 transactions, which it processed with no 
Year 2000 problems. We will participate both in an additional mutual 
funds test in October 1998, as well as the full streetwide test in 
March 1999.
    As our testing has progressed with relatively few problems, we have 
become more comfortable with our ability to meet our internal 
timeframes for readiness. That is not the same as saying that we expect 
to be error-free. The state of the art in software development 
unfortunately does not permit the creation of large defect-free 
software products. Therefore, in spite of the considerable amount of 
testing which we and other organizations have undertaken and will 
continue to undertake, we must expect that there will be issues of 
various kinds when we cross into the next century.
    In terms of expenditure of resources, DST currently has the 
equivalent of over 100 persons working on Year 2000 for its mutual 
funds business, including TA2000, PAS, and infrastructure projects. Our 
estimates for the effort still to be expended are subject to 
fluctuation, because of the difficulty of estimating the extent to 
which clients will test with us and the timeframes in which they will 
do so. Our recent filing with the SEC indicated total budgeted costs 
for our regulated business in 1998 and 1999 of $5 to 10 million per 
year, with some residual cost of $1 to 2 million in 2000.
    As described earlier, our mutual funds business is regulated by the 
SEC and examined by the FFIEC. With respect to the SEC, we filed a new 
report, Form TA-Y2K, on August 31, in response to the new SEC Rule 
17Ad-18, and will file a further report as required by the rule on 
April 30, 1999. Filings of Form TA-Y2K are public documents. The FFIEC 
maintains a program of quarterly visits to service providers with 
respect to Year 2000 readiness, and has published a considerable amount 
of guidance to financial institutions and service providers. It has 
visited DST regularly since November 1997. (The FFIEC does not permit 
us to disclose its findings.)
    We have put in place a program of communicating with clients to 
ensure that they are kept abreast of our efforts. We publish a monthly 
newsletter designed to provide an overview of our progress which is 
intended for our clients' business management. We put the same 
information on the Internet via our web site together with some general 
material about our program designed to provide basic information to 
inquirers, for example our shareholders and the press. We also provide 
detailed information about the status of our products through a series 
of readiness reports which are also updated monthly. These are intended 
for our clients' operational and technical management. We deal with a 
constant flow of information and inquiries from clients to our Year 
2000 teams concerned mainly either with status requests or with the 
numerous details of organizing and executing client tests. 
Additionally, our attendance is requested at mutual fund client 
meetings increasingly including meetings of mutual funds boards 
discharging their fiduciary responsibilities with respect to the Year 
2000.
    It is too early to make any categorical statements about the 
industry's preparedness. However, the confidence of the public in the 
ability of the mutual funds industry to function normally as we cross 
the century should have been bolstered by the success of the beta test 
conducted by the SIA in July. DST's experience in testing with its 
clients is that so far, it has been mainly the larger clients with 
significant information technology investments and resources who have 
been proactive. The pace of client interest and involvement is steadily 
increasing. However, DST believes at the moment that numbers of clients 
will seek to test only in 1999, possibly because of a current 
preoccupation with internal readiness. We have also not yet experienced 
a large demand from third parties for testing facilities. These include 
organizations such as financial intermediaries and banks who have been 
chosen by our clients to provide information and transactions to us 
outside the arrangements offered by the NSCC. We are continuing to 
contact such third parties, and expect that over time we will be able 
to conduct point-to-point tests with many of them. Many of the 
interface formats which we use for these third parties were designed by 
us to have full four-digit years in dates. However, there is a 
significant number of formats which were not defined by us and may only 
have two-digit years. In all cases, tests have to be conducted since it 
is not only the formats which are being tested, but the ability of the 
third party or DST (for information flowing back after processing) to 
have its computer systems provide the correct information and to ensure 
that the interface connects appropriately for both parties.
    We have also been working with our hardware and software suppliers. 
As noted in our SEC filing, we have 85 suppliers or vendors which we 
consider mission critical. All have responded positively in terms of 
their ability to provide Year 2000 ready software. All the software 
which they provide has to be tested and integrated into our time 
machine and then deployed into our production facilities. Much of this 
software will be upgraded one or more times by our suppliers in the 
normal course of business between now and December 31, 1999, which 
means that additional testing will be required.
    Because of the nature of the problem, and the normal amount of 
change in hardware and software platforms as well as our own software 
systems, we have scheduled a number of regression tests in 1999 and 
have allocated significant resources to do so. The exact extent of 
regression testing will be determined in 1999 by the test results 
already obtained and the amount and nature of changes which have 
occurred since the tests were performed. The objective of the 
regression tests is to satisfy ourselves that no issues have been 
introduced to our platforms and systems since they were tested.
    DST has in place a contingency plan which addresses the 
requirements for business continuation in a range of risk scenarios. We 
are in the process of reviewing that plan and expanding it to address 
risks which are particular to the Year 2000 Problem. As we do so, we 
are becoming increasingly aware that there is a range of risks which is 
almost completely outside our control and for which currently little 
information is available. These concern what we think of as national 
infrastructure, which means those technology elements which are 
normally taken for granted but which are critical to the ability of 
organizations to function. These include the basic utilities, such as 
electricity, gas and water, the transportation infrastructure, which 
includes road and rail signaling systems, national telecommunications 
networks, emergency services and national banking systems for payment 
and check clearance. Our inquiries of organizations on which we depend 
for such services have typically elicited responses of the form that 
they believe they will be ready in time, but they are dependent on 
third parties whose readiness may not be known. Since the assessment of 
risk is critical to appropriate contingency planning, the inability to 
assess that risk within a relatively wide range creates difficulties 
for adequate planning. It is possible that, like many other Year 2000 
issues, this will resolve itself over time as the readiness efforts of 
infrastructure organizations progress but with less than sixteen months 
to the next century, it is not possible to be sure that the necessary 
information will be available. The sooner it is available the better 
our opportunity will be to address business continuation in the event 
of infrastructure problems.
    In summary, we believe that DST, together with other organizations 
in the mutual funds industry and the financial services industry in 
general, is reasonably well advanced with its year 2000 preparation. We 
also believe that readiness will continue to require the allocation of 
significant resources of people and equipment, promptly augmented as 
circumstances require, together with consistent management attention at 
least through early 2000.
    That concludes my testimony. Thank you, and I would be glad to 
answer any questions you may have.
                                 ______
                                 

      Responses of Michael A. Waterford to Questions Submitted by

                            Chairman Bennett

    Question 1. You state in your written testimony that since some of 
your clients are banks, you are examined by the Federal Financial 
Institutions Examination Council (FFIEC) on behalf of the Federal 
Reserve, the FDIC, and the Comptroller of the Currency. What efforts 
has FFIEC made to assess the Y2K compliance level of DST Systems? While 
we recognize the fact that under its own regulations, you are not 
allowed to disclose its findings, it should be possible for you to at 
least discuss the process it applies in making its assessments.
    Answer. After consulting with the Office of the Comptroller of the 
Currency, we can say that the FFIEC program currently has two phases. 
Phase I was completed for DST in 1997. The Phase II program will be 
completed in 1998, through an on-site examination starting November 30. 
Additionally, the FFIEC has undertaken review activities quarterly 
during 1998 through what they term ``off-site visits.'' These may 
include meetings with DST personnel. DST has also provided additional 
information from time to time as requested by the FFIEC. The details of 
the program are available from the FFIEC web site, and DST is attaching 
printed copies of that material for the Committee's reference. As we 
understand it, the Phase I program is described in the document 
entitled ''Year 2000 Examination Procedures.''
    Question 2. You noted in your statement that testing uncovered a 
small number of issues, all of which were considered minor and were 
promptly addressed. Can you specify what these issues were? Are there 
other financial organizations which might be subject to these same 
problems?
    Answer. With respect to DST's mutual funds and portfolio accounting 
record-keeping systems which were the subject of the statement made to 
the Committee, the total number of Year 2000 issues raised by internal 
or client testing is less than 100. This is in 18 months of testing the 
mutual funds system and 9 months of testing the portfolio accounting 
system. The majority of these issues were found in DST's own internal 
testing process, and less than ten have been found during client 
testing. This number is considered by DST to be low when viewed against 
the size and complexity of the two systems, which together contain over 
20 million lines of COBOL program code. The issues are a range of 
programming mistakes which do not constitute any particular pattern. 
None of them would have resulted in inaccuracies in the mutual funds or 
portfolio accounting data bases.
    The issues relate more to the use of the COBOL programming language 
than specifically to a given application. There is no reason to believe 
that these issues are more or less prevalent in financial services than 
any other industry, and since the incidence of error is small and 
diverse, it is not really possible to draw any conclusions about any 
other organization or any other DST system.
    Question 3. You identify the National Securities Clearing 
Corporation as the single most important data transmission interface, 
and that you process over 50 percent of their transactions. What 
efforts has DST systems taken to assure interoperability with this 
vital link?
    Answer. DST has maintained regular contact with the NSCC for years 
to facilitate the operations of both organizations. These contacts take 
place both at the management level and on a daily basis between the 
operations staffs. Although DST is not a member of the NSCC, we are 
invited to attend relevant NSCC meetings and provide input to them. At 
the beginning of 1997, DST requested that the NSCC provide fully 
remediated date fields in its transmission formats, which it has done. 
The new formats were successfully tested internally by DST in May, 
1998, and point-to-point with the NSCC in June. In July, we 
participated in the streetwide beta test organized by the SIA, and no 
Year 2000 issues were noted in that test. In October, we will 
participate in the mutual funds test to verify more fully the new 
remediated formats, and in March 1999 we will participate with the 
industry in the full streetwide test. The full and beta streetwide 
tests and the October test all involve DST clients.
    Question 4. You mention in your testimony that you have not 
experienced a large demand from third parties for testing facilities. 
What is the status of your attempts to contact third parties about 
``point to point'' testing?
    Answer. DST's third parties consist of a number of different groups 
and DST's contacts with them are tailored to the characteristics of 
each group. For both mutual funds and portfolio accounting record-
keeping systems, the most important effort at the moment is directed 
towards testing with clients. DST maintains contact with its clients on 
a regular basis through its client services groups. In addition to 
publishing newsletters, web site material, and providing specific 
information packets on testing facilities, DST uses operations and 
other meetings to create client awareness of the facilities we offer 
and to organize test schedules. As of the date of this response, there 
has been a significant client uptake of our dedicated client test 
facilities on both systems.
    For mutual funds record-keeping, additional third parties are 
viewed by DST as two groups. The first is large multi-client service 
and transaction providers. These include major custodian banks, the 
NSCC and major broker/dealers who conduct transactions on behalf of 
many mutual funds companies. DST is working actively with the large 
providers to organize point-to-point testing, much of which is under 
way or being scheduled for 1998. The second group consists of smaller 
broker/dealers, independent financial advisers etc. generally 
conducting low volumes of transactions. In all cases, these service and 
transaction providers are chosen by DST's clients, not by DST. Our 
approach for these smaller organizations is to work through our clients 
to encourage them to test, since a direct approach to each organization 
has not been generally productive.
    Much of the data interchange between DST and its mutual funds third 
parties takes place using standard full-year formats of either the 
industry or DST. For data interchange using unremediated formats, DST 
has written to the transmitters of such data requesting that they 
update their formats for full four-digit years, and stating that if 
they are unable to do so, we will be obliged to using ``windowing'' 
techniques.
    For the portfolio accounting record-keeping system, approximately 
half the clients are actively engaged in testing. Other third parties 
consist of approximately two dozen service providers, nearly all of 
whom are custodian banks or providers of pricing services generally 
chosen by the client. These service providers have been contacted and 
we have obtained firm or provisional testing schedules from all of 
them. These schedules begin in October 1998, and continue through June 
1999 with approximately half of the tests scheduled for completion by 
March, 1999.
    DST will conduct a review of third-party testing in the fourth 
quarter of 1998 to determine what additional actions may be necessary 
to increase point-to-point testing coverage with clients and other 
third parties.
                               __________

                  Prepared Statement of James A. Wolf

    TIAA-CREF (Teachers Insurance and Annuity Association and the 
College Retirement Equities Fund) is pleased to respond to the Special 
Committee on the Year 2000 Technology Problem's invitation to assess 
the impact of the Year 2000 problem on retirement funds and mutual 
funds. We welcome and support the efforts of this committee and eagerly 
look to contribute to this effort in our role as a major retirement 
services provider.
    TIAA is a non-profit life insurance company that provides 
retirement annuities and insurance products. CREF is its non-profit 
companion organization that issues variable annuities. Together, TIAA-
CREF invests assets, which totaled $235 billion as of June 30, 1998, 
that are primarily used to fund retirement plans at more than 8,000 
educational institutions that cover almost 2.3 million American 
educators.
    TIAA-CREF's Senior Management and Trustees have identified 
preparing for the Year 2000 as one of our overarching corporate goals. 
We acknowledge the serious nature of ensuring that all aspects of our 
business and investment programs incorporate Year 2000 critical 
functionality. We recognized early on the impact that a failure to 
address the Y2K problem could potentially have upon our customers and 
the business community in general. We welcome and support the work of 
this Committee and would like to contribute to your efforts as a major 
retirement services provider.
    The process of preparing TIAA-CREF for the challenges presented by 
the Year 2000 began as a major corporate initiative in late 1996. The 
overall scope of our efforts is enterprise-wide and includes every 
business function in the company. For example, our scope includes not 
only all internal systems interfaces but also all external interfaces, 
such as bank balance reporting systems and equity pricing services, 
that need to be addressed and Year 2000 certified. Year 2000 is not 
just a systems issue at TIAA-CREF, it is a corporate challenge.
    The process of ensuring that TIAA-CREF is prepared for the Year 
2000 begins with our Trustees who are kept apprised of our plans and 
progress on a regular basis. All of Senior Management, especially our 
Chairman and Chief Executive Officer, John Biggs, play an active role 
in monitoring and preparing our organization for the Year 2000. Our 
internal auditors continually monitor our progress and our ability to 
meet key Y2K deliverables. They report their findings independently to 
our Audit Committee which is comprised of leading business and 
educational representatives.
    Our preparations for the Year 2000, although significant, are being 
conducted without compromising our development and introduction of new 
products and services. TIAA-CREF employees are actively involved in the 
Y2K process from analysis to certification while also discharging their 
normal day-to-day responsibilities. This commitment will continue 
throughout the Year 2000.
    We have followed what we believe are industry standards for 
preparing any organization to meet these challenges. We began our 
process in 1996 with an inventory and analysis of all our application 
systems. This effort was supported by the use of automated analysis 
tools that highlighted potential Y2K date field problems. After 
analysis, a program code remediation process was begun utilizing our 
own management and internal resources supported by additional temporary 
employees and outside consultants. This approach has enabled us to 
avoid dependency on external companies and their priorities and 
resources. Once code is remediated, we conduct regression testing and 
place the program code back into production. This process ensures that 
the remediated code does not present any problems with our current 
systems and environment. We then prepared for our Year 2000 
certification process which is currently underway.
    Initially, we examined approximately 19.2 million lines of program 
code. We have projected that our cost for remediating the affected code 
is under the per line costs which are often quoted in the trade 
journals. We feel that beginning the process in 1996 allowed us to get 
an excellent jump on the effort needed and contributed to our ability 
to already be conducting our certification process. Currently, 86 
percent of our application systems have been remediated and are 
undergoing final certification testing. Included in this process is the 
testing of all our external interfaces which is the only way we can 
ensure that our business partners have achieved full Year 2000 
compliance.
    Our Y2K certification testing process began on March 2, 1998, and 
is being conducted in a separate Year 2000 compliant environment. In 
our test plan we are including nearly 20 different date scenarios which 
take us from September 9, 1999 through March 31, 2000. We anticipate 
that all of the testing required for dates up to Monday, January 3, 
2000, the first business day of the new year, will be completed by 
December 31, 1998. Testing for dates beyond January 3, 2000, including 
tests for leap year processing and quarter end should be completed by 
March 31, 1999.
    Most recently, we completed our initial test utilizing January 3, 
2000 simulated test data. The test proved successful and we will 
continue to repeat this process using actual interfacing files later 
this month. Included in our initial test was the processing of our 
monthly retirement income benefits payments which we recognize as one 
of the most critical aspects of our readiness to our customers. This 
test was successful and produced test benefits both in physical check 
form and electronic credits. Over 75 percent of our retirees have 
elected Electronic Funds Transfer as their preferred method of payment.
    Currently, we are focusing attention on our critical external 
interfaces. We have written to all of our external vendors to determine 
whether products or services being used at TIAA-CREF are compliant. 
Regardless of their response, we included all of these vendors in our 
testing process.
    We have followed a similar approach when contacting our software 
vendors on their Year 2000 compliance plans. In letters to our software 
vendors we requested that they complete an agreement indicating whether 
the software being used at TIAA-CREF was compliant and if not when it 
would be. Most vendors did not complete these agreements but instead 
provided us with their own documents indicating their status and plans 
for compliance.
    At TIAA-CREF, as with any other organization today, the personal 
computer plays a major role in day to day operations. We are replacing 
our PC computer desktop hardware with equipment we know to be 
compliant. Our PC replacement process is currently underway so that 
potential PC equipment shortages or significant price increases can be 
avoided during 1999. We have also established a Year 2000 PC laboratory 
in which we allow our employees to test various PC configurations to 
ensure compliance. This facility is also used for the testing of PC 
software in a centralized environment.
    We have examined all of our other equipment (elevators, telephone 
switches, copiers, security systems, air conditioning and heating 
systems, etc.) as part of our Year 2000 efforts as well. As part of 
this process, we have conducted in depth discussions with our vendors 
and have requested and received written certification of each one's 
compliance.
    In 1997, prior to the issuance of any regulatory requirements, we 
began the process of contacting over 5,000 of our investment portfolio 
companies as well as the brokers utilized by TIAA and CREF to ensure 
that they each had a Year 2000 program. The questionnaire we sent 
requested information on whether a Y2K program was underway, whether 
senior management was involved, whether funds were allocated to the 
effort and whether or not the company was already compliant. 
Approximately 25 percent of those portfolio companies contacted 
responded. Most of those that did indicated a program was underway and 
that senior management was involved in the process. About 10 percent of 
the portfolio companies responded indicating that they were already 
compliant. While we recognize the importance of Year 2000 compliance, 
it is only part of the criteria used by our analysts in evaluating 
portfolio companies. The results of our survey have been made available 
to our investment analysts and this information along with SEC required 
information, is available for their discussions and due diligence 
meetings with the respective company's management. In addition to the 
SEC's Y2K compliance requirements, we are also subject to the 
regulatory oversight of the Insurance Department of the State of New 
York.
    The success of any organization's Year 2000 effort requires a 
considerable amount of ongoing communications to its customers. We have 
continually kept our participating institutions, as well as individual 
customers informed regarding our Y2K plans and progress to date. 
Recently, we sent all of our participating institutions our written 
assurance that they will not be required to make any modifications to 
data they are presently sending TIAA-CREF. We stated that our ``systems 
will, under normal use and service, record, store, process and present 
calendar dates falling on or after January 1, 2000, in the same manner, 
and with the same functionality, data integrity, and performance as 
TIAA-CREF's systems record, store, process and present calendar dates 
on or before December 31, 1999.''
    To our individual customers we provide periodic updates through our 
corporate publications and our website at www.tiaa-cref.org. In 
addition, we recently developed an informative brochure which discusses 
our approach to addressing the Year 2000 and answers some frequently 
asked questions. The brochure is available to all individuals who 
contact us regarding Y2K.
    We provide our employees with a regular newsletter describing our 
efforts and insight on how the Year 2000 might impact them as 
individuals and consumers. We anticipate continuing all of our periodic 
communication processes right through the beginning of the Year 2000.
    We are presently working on completing our contingency plans for 
any service disruptions during the transition to Year 2000. These plans 
include having critical staff on site during the weekend of December 
31, 1999 and on January 3, 2000. In addition, we plan to identify any 
external service providers which have not satisfactorily evidenced Year 
2000 compliance and initiate steps for seeking alternative vendors by 
December 31, 1998. Our contingency plans will also identify and 
establish procedures for manually completing critical processes. This 
task will be an extension of current procedures. We also anticipate 
being involved in the Wall Street-wide financial testing which is 
planned for the first quarter of 1999. Interface testing, both internal 
and external, will be continuing and plans are in place to complete all 
these processes during the early stages of 1999.
    In summary, we believe TILA-CREF is in a strong position to meet 
the challenges of the Year 2000. We have addressed the five step 
requirements of awareness, assessment, renovations, validation and 
implementation and all are well underway and on schedule. Although we 
still have a lot of work to do, we anticipate that Monday, January 3, 
2000 will be a normal processing day at TIAA-CREF.
                                 ______
                                 

          Responses of James A. Wolf to Questions Submitted by

                            Chairman Bennett

    Question 1a. Are you planning to contact the 3,750 non-responding 
organizations and ask about their current status?
    Answer. Yes, we plan on contacting all our current portfolio 
companies that failed to respond to our initial survey. We plan on 
sending another survey including a strongly worded cover letter 
regarding Y2K compliance which would include references to the more 
stringent Y2K guidelines developed by the SEC. This letter would be 
signed by a TIAA-CREF Investment Executive.
    Question 1b. Do you have any information about why those firms 
chose not to answer your questions?
    Answer. We currently do not have any information regarding why 
firms chose not to answer our questions. We suspect companies did not 
respond due to liability concerns.
    Question 1c. How will you analyze the 75 percent of companies that 
did not respond?
    Answer. Response For companies that do not respond to our follow-up 
survey, we plan on conducting discussions regarding Y2K programs as 
part of our periodic meetings or telephone calls with their 
managements. We would also review their individual company filings with 
the SEC including their 10K and 10Q reports.
    Question 2. Starting in 1996 has enabled your organization to 
understand and fix your internal problems. However, you mentioned that 
you were currently trying to contact all of your external interfaces. 
How many external interfaces do you have? And what will you do if you 
receive a 25 percent or less response to your inquiry?
    Answer. We have identified 60 critical external vendors that we 
work with very closely. The response to our early written requests for 
information regarding Y2K compliance was nearly 100 percent and those 
that did not respond were contacted directly by telephone. We plan on 
testing each of these interfaces as part of our Y2K certification test. 
In addition, we have established December 31, 1998 as the date when we 
need to decide whether a particular vendor should be replaced. 
Currently, we are contacting each of these vendors to establish a Y2K 
test plan.
    Question 3. In your outreach to the portfolio investment companies, 
brokers and the external interfaces did you send a letter asking about 
their compliance or did you use a survey?
    Answer. We sent a letter outlining our concern for ensuring that 
the respective organization had a Year 2000 program underway and we 
included a survey which asked for particulars on their Year 2000 
program.
    Question 4. How did your organization ensure that the response to 
your inquiries about compliance all used the same definition of 
compliance?
    Answer. While we did not provide each organization with a 
definition of compliance, we did inquire about their ability to conduct 
business on January 3, 2000 and thereafter. While we recognize that 
``compliance'' may have different meanings, overall it should be viewed 
as achieving a level of performance that enables the organization to 
meet ongoing business obligations as the Year 2000 unfolds.