Based solely on a review of copies of reports and written representations furnished to SMSC by its executive officers, directors and persons beneficially owning more than 10% of any class of SMSC equity securities, SMSC believes that all reports required, under Section 16(a) of the Securities Exchange Act of 1934, to be filed by its executive officers, directors and persons beneficially owning more than 10% of any class of SMSC of equity securities in the 2005 fiscal year were filed timely.

SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

        Subject to ratification by the stockholders, the Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP as independent public accountants for SMSC for the fiscal year ending February 28, 2006. PricewaterhouseCoopers LLP was the independent public accountant for SMSC for its fiscal year ended February 28, 2005. Representatives of PricewaterhouseCoopers are expected to be present at the annual meeting, with the opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions.

        If the selection of PricewaterhouseCoopers is not ratified, or if prior to the next annual meeting of stockholders such firm shall decline to act or otherwise become incapable of acting, or if its engagement shall be otherwise discontinued by the Board, the Board will appoint other independent auditors whose selection for any period subsequent to the next annual meeting will be subject to stockholder ratification at such meeting.

PRINCIPAL ACCOUNTING FEES & SERVICES

        The fees billed or expected to be billed by PricewaterhouseCoopers for professional services rendered for the fiscal years ended February 28, 2005 and February 29, 2004 are reflected in the following table: