On July 30, the Sarbanes-Oxley Act of 2002 was enacted. The act included a certification requirement that was different from the initial certification proposal outlined by the SEC on June 17.

Below are some of the changes to the proposal, which the SEC must issue and adopt by Aug. 29:

REFERENCE

Title

Certification of Disclosure in Companies' Quarterly and Annual Reports

Release Number

34-46300 (Press release)

Related Document

S7-21-02 (Original June 17 SEC Proposal)

Comments

Comment period until August 19. (See "Feedback" section, below)

CERTIFICATION BY CEO AND CFO

1.

Has Reviewed

The signing officer has reviewed the report

2.

Is True

Based on the officer's knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3.

Fairly Present Condition & Results

Based on such officer's knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition and results of operations of the issuer as of, and for, the periods presented in the report;

4.

Controls

The signing officers

Are responsible for establishing and maintaining internal controls;

Have designed such internal controls to ensure that material information relating to the issuer and its consolidated subsidiaries is made known to such officers by others within those entities, particularly during the period in which the periodic reports are being prepared;

Have evaluated the effectiveness of the issuer's internal controls as of a date within 90 days prior to the report; and

Have presented in the report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date;

5.

Disclosure to Auditors

The signing officers have disclosed to the issuer's auditors and the audit committee of the board of directors (or persons fulfilling the equivalent function):

All significant deficiencies in the design or operation of internal controls which could adversely affect the issuer's ability to record, process, summarize, and report financial data and have identified for the issuer's auditors any material weaknesses in internal controls; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and

6.

Disclosure of Changes

The signing officers have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

KEY CHANGES FROM ORIGINAL PROPOSAL

1.

Plain English

SEC proposed form of certification used a "plain English" approach to reflect the applicable disclosure standard for "material" information, while the Sarbanes-Oxley Act uses the formulation found in existing Exchange Act rules (10b-5(b)13 and 12b-20.14)

2.

Foreign Issuers

SEC proposal would have applied to U.S. companies and to companies domiciled in foreign jurisdictions that have a majority of U.S. security holders and U.S.-based businesses or management. The Sarbanes-Oxley Act, however, also applies to foreign private issuers,

3.

Maintenance

The Sarbanes-Oxley Act does not directly address the maintenance of requirements

related to internal controls. SEC proposal would require maintenance of sufficient procedures to provide reasonable assurance that the company is able to collect, process and disclose, within the time periods specified in our rules and forms, the information, including non-financial information, required to be disclosed in their periodic and current reports.

FEEDBACK

Comments

Email to rulecomments@sec.gov and reference S7-21-02.

By mail, send three copies to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.

Deadline

August 19, 2002.

Questions?

Mark A. Borges, Special Counsel, or Elizabeth M. Murphy, Chief, Office of Rulemaking, Division of Corporation Finance, at (202) 942-2910

Tara L. Royal, Attorney, Office of Disclosure Regulation, Division of Investment Management, at (202) 942-0721 (re: investment company matters)

NOTE: Please note that this is a summary of SEC recommendations for new rules, and should not be construed to be the most complete, timely or final set of rules. Please refer to the SEC's Web site for updated and final rule information.