[Federal Register Volume 68, Number 61 (Monday, March 31, 2003)]
[Proposed Rules]
[Pages 15600-15614]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-7310]



[[Page 15599]]

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Part III





Securities and Exchange Commission





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17 CFR Parts 228, 229, 240, et al.



Certification of Disclosure in Certain Exchange Act Reports; Proposed 
Rule

  Federal Register / Vol. 68, No. 61 / Monday, March 31, 2003 / 
Proposed Rules  

[[Page 15600]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 228, 229, 240, 249, 270 and 274

[Release Nos. 33-8212, 34-47551, IC-25967; File No. S7-06-03]
RIN 3235-AI79


Certification of Disclosure in Certain Exchange Act Reports

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule; interim guidance regarding filing procedures.

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SUMMARY: We are proposing amendments to our rules and forms under the 
Securities Exchange Act of 1934 and the Investment Company Act of 1940 
to require issuers to provide the certifications required by sections 
302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits to the 
periodic reports to which they relate. We also are publishing guidance 
about how the certifications required by section 906 may ``accompany'' 
a periodic report to which they relate, pending the adoption of final 
rules.

DATES: Comments must be received on or before May 15, 2003.

ADDRESSES: Comments should be submitted in triplicate to Jonathan G. 
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, 
NW., Washington, DC 20549-0609. Comments also may be submitted 
electronically at the following electronic mail address: [email protected]. To help us process and review your comments more 
efficiently, comments should be submitted by one method only. All 
comment letters should refer to File No. S7-06-03; this file number 
should be included in the subject line if electronic mail is used. 
Comment letters will be available for public inspection and copying in 
the Commission's Public Reference Room, 450 Fifth Street, NW., 
Washington, DC 20549. Electronically submitted comment letters will be 
posted on the Commission's Internet Web site (http://www.sec.gov).\1\
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    \1\ We do not edit personal identifying information, such as 
names or electronic mail addresses, from electronic submission. You 
should submit only information that you wish to make available 
publicly.

FOR FURTHER INFORMATION CONTACT: Mark A. Borges or Andrew Thorpe, 
Special Counsel, Office of Rulemaking, Division of Corporation Finance, 
at (202) 942-2910, or Carol McGee or Jonathan Ingram, Special Counsel, 
Office of Chief Counsel, Division of Corporation Finance, at (202) 942-
2900, or, with respect to investment companies, Christian Broadbent, 
Senior Counsel, Office of Disclosure Regulation, Division of Investment 
Management, at (202) 942-0721, at the Securities and Exchange 
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Commission, 450 Fifth Street, NW., Washington, DC 20549.

SUPPLEMENTARY INFORMATION: We are proposing amendments to Item 601 
2 of Regulation S-B,3 Item 601 4 of 
Regulation S-K,5 Rules 12b-15,6 13a-
14,7 13a-15,8 15d-14 9 and 15d-15 
10 under the Securities Exchange Act of 1934,11 
Rules 8b-15,12 30a-213 and 30a-314 
under the Investment Company Act of 1940,15 Forms 10-
Q,16 10-QSB,17 10-K,18 10-
KSB,19 20-F 20 and 40-F 21 under the 
Securities Exchange Act of 1934 and Form N-CSR 22 under the 
Securities Exchange Act of 1934 and the Investment Company Act of 1940.
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    \2\ 17 CFR 228.601.
    3 17 CFR 228.10 et seq.
    4 17 CFR 229.601.
    5 17 CFR 229.10 et seq.
    6 17 CFR 240.12b-15.
    7 17 CFR 240.13a-14.
    8 17 CFR 240.13a-15.
    9 17 CFR 240.15d-14.
    10 17 CFR 240.15d-15.
    11 15 U.S.C. 78a et seq.
    12 17 CFR 270.8b-15.
    13 17 CFR 270.30a-2.
    14 17 CFR 270.30a-3.
    15 15 U.S.C. 80a-1 et seq.
    16 17 CFR 249.308a.
    17 17 CFR 249.308b.
    18 17 CFR 249.310.
    19 17 CFR 249.310b.
    20 17 CFR 249.220f.
    21 17 CFR 249.240f.
    22 17 CFR 249.331; 17 CFR 274.128.
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I. Background

    On July 30, 2002, the Sarbanes-Oxley Act of 2002 (the ``Act'') was 
enacted.23 Section 302 of the Act required the Commission to 
adopt final rules to be effective by August 29, 2002 under which the 
principal executive officer or officers and the principal financial 
officer or officers, or persons performing similar functions, of a 
company filing periodic reports under section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (the ``Exchange Act'') 24 
must certify in each quarterly and annual report, among other things, 
that, based on his or her knowledge:
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    \23\ Pub. L. 107-204, 116 Stat. 745 (2002).
    24 15 U.S.C. 78m(a) or 78o(d). Section 13(a) of the 
Exchange Act requires every issuer of a security registered pursuant 
to section 12 of the Exchange Act [15 U.S.C. 781] to file with the 
Commission such annual reports and such quarterly reports as the 
Commission may prescribe. Section 15(d) of the Exchange Act requires 
each issuer that has filed a registration statement that has become 
effective pursuant to the Securities Act of 1933 [15 U.S.C. 77a et 
seq.] (the ``Securities Act'') to file such supplementary and 
periodic information, documents and reports as may be required 
pursuant to section 13 in respect of a security registered pursuant 
to section 12, unless the duty to file under section 15(d) has been 
suspended for any fiscal year. See Exchange Act Rule 12h-3 [17 CFR 
240.12h-3].
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    [sbull] 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; and
    [sbull] 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.\25\
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    \25\ See sections 302(a)(2) and (3) of the Act [15 U.S.C. 
7241(a)(2) and (3)].
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    On August 28, 2002, we adopted Exchange Act Rules 13a-14 and 15d-14 
and Investment Company Act Rule 30a-2 and amended our periodic report 
forms to implement this statutory directive.\26\ These rules and 
amendments became effective on August 29, 2002. On January 27, 2003, we 
adopted Form N-CSR to be used by registered management investment 
companies to file certified shareholder reports with the 
Commission.\27\
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    \26\ See Release No. 33-8124 (Aug. 28, 2002) [67 FR 57276] (the 
``Adopting Release'').
    \27\ See Release No. IC-25914 (Jan. 27, 2003) [68 FR 5348].
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    Section 906 of the Act added new section 1350 to Title 18 of the 
United States Code,\28\ which contains federal criminal provisions. 
Section 906 contains a certification requirement that is separate and 
distinct from the certification requirement mandated by section 
302.\29\ Section 906 provides that each periodic report containing 
financial statements filed by an issuer \30\ with the Commission 
pursuant to section 13(a) or 15(d) of the Exchange Act must be 
accompanied by a written statement by the issuer's chief executive 
officer and chief financial officer (or the equivalent thereof) 
certifying that:
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    \28\ 18 U.S.C. 1350.
    \29\ See Release No. 34-46300 (Aug. 2, 2002) [67 FR 51508] 
containing supplemental information on the Commission's original 
certification proposal in light of the enactment of the Sarbanes-
Oxley Act of 2002, at n. 11.
    \30\ As defined in section 2(a)(7) of the Act [15 U.S.C. 
7201(7)], the term ``issuer'' means an issuer (as defined in section 
3(a)(8) of the Exchange Act [15 U.S.C. 78c(a)(8)]) the securities of 
which are registered under section 12 of the Exchange Act, that is 
required to file reports under section 15(d) of the Exchange Act or 
that files, or has filed, a registration statement that has not yet 
become effective under the Securities Act and that has not been 
withdrawn.

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[[Page 15601]]

    [sbull] The report fully complies with the requirements of section 
13(a) or 15(d) of the Exchange Act; and
    [sbull] The information contained in the report fairly presents, in 
all material respects, the financial condition and results of 
operations of the issuer.
    Section 906 expressly creates new criminal penalties for a 
knowingly or willfully false certification.\31\ This provision became 
effective on July 30, 2002. As discussed below, we propose to require 
the inclusion of the certifications required by sections 302 and 906 of 
the Act as exhibits to the periodic reports to which they relate.
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    \31\ See section 1350(c) [18 U.S.C. 1350(c)]. An individual who 
willfully fails to submit a certification required by section 1350 
may be subject to criminal prosecution under section 32 of the 
Exchange Act [15 U.S.C. 78ff]. See section 3(b)(1) of the Act [15 
U.S.C. 7202(b)(1)].
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II. Proposed Amendments

A. Section 302 Certifications

    To implement section 302's directive that the required 
certifications be ``in'' each quarterly or annual report filed or 
submitted under section 13(a) or 15(d) of the Exchange Act, we amended 
Forms 10-Q, 10-QSB, 10-K, 10-KSB, 20-F and 40-F under the Exchange Act 
to require the certifications to appear immediately after the signature 
block at the end of these reports. Because the certifications are part 
of the text of the report to which they relate, however, investors are 
not able to easily access the certifications through our Electronic 
Data Gathering, Analysis and Retrieval (``EDGAR'') system. In addition, 
the Commission staff must review the actual text of a quarterly or 
annual report to confirm that the certifications have been filed.
    Consequently, we propose to amend our rules and forms to require 
issuers to file these certifications as an exhibit to the periodic 
reports to which they relate. Specifically, we propose to amend Item 
601 of Regulations S-B and S-K to add the section 302 certifications to 
the list of required exhibits as new Item 31.\32\ With this change, 
investors using third-party databases to access an issuer's Exchange 
Act reports should be able to locate the section 302 certifications 
more easily and efficiently. In addition, the Commission staff should 
be able to search a periodic report more expeditiously to verify that 
the required certifications have been included in the report and to 
review the certifications.
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    \32\ We recently adopted Form N-CSR, to be used by registered 
management investment companies to file certified shareholder 
reports with the Commission. See Release No. IC-25914 (Jan. 27, 
2003) [68 FR 5348]. As adopted, Form N-CSR requires the section 302 
certifications to be filed as an exhibit to a report on Form No-CSR. 
Item 10(b) of Form No-CSR.
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    The signatures appearing at the end of the certifications that we 
propose to require as an exhibit would continue to be part of the 
periodic reports to which they relate and, therefore, would be subject 
to the signature requirement of our rules.\33\ Aside from our proposal 
to require issuers to file the section 302 certifications as an 
exhibit,\34\ we do not propose in this release to modify any other 
substantive aspect of the certification requirements under Exchange Act 
Rules 13a-14 and 15d-14.\35\ In particular, we note that the 
consequences for failing to file a required certification or making a 
false or misleading certification would not be affected by the proposed 
amendments.\36\
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    \33\ See Exchange Act Rule 12b-11(d) [17 CFR 240.12b-11(d)]. 
Rule 302 of Regulations S-T applies to the signatures appearing in a 
certification. Regulation S-T contains the rules prescribing 
requirements for filing information electronically and the 
procedures for making such filings. Instructions for electronic 
filing, including technical formatting requirements, are set forth 
in the EDGAR Filer Manual. See Rule 301 of Registration S-T [17 CFR 
232.301].
    \34\ In connection with this change, we are proposing to revise 
Exchange Act Rules 13a-14(b) and 15d-14(b) and Investment Company 
Rule 30a-2(b) to delete from those paragraphs the detailed 
description of the contents of the required certifications and to 
revise the instructions to Forms 10-Q, 10-QSB, 10-K, 10-KSB and N-
CSR to delete the references to the section 302 certification 
requirements. As proposed, it is contemplated that the specific form 
and content of the required certifications will be set forth in the 
exhibit item (or in the appropriate item of the form, in the case of 
Forms 20-F, 40-F, 40-F and N-CSR). Further, we are proposing to move 
the definition of the term ``disclosure controls and procedures'' 
from Exchange Act Rules 13a-14(c) and 15d-14(c) and Investment 
Company Act Rule 30a-2(c) to new Exchange Act Rules 13a-15(c) and 
15d-15(c) and Investment Company Act Rule 30a-3(c), respectively, 
and to redesignate the subsequent paragraphs of Exchange Act Rules 
13a-14 and 15d-14 and Investment Company Act Rule 30a-2. Finally, we 
are proposing technical conforming amendments to Exchange Act Rules 
12b-15, 13a-14(a), 13a-14(d) (proposed to be redesignated as Rule 
13a-14(c), 13a-14(e) (proposed to be redesignated as Rule 13a-14(d), 
13a-14(f) (proposed to be redesignated as Rule 13a-14(e), 13a-15(a), 
15d-14(a), 15d-14(d) (proposed to be redesignated as Rule 15d-
14(c)), 15d-14(e) (proposed to be redesignated as Rule 15d-14(d)), 
15d-14(f) (proposed to be redesignated as Rule 15d-14(e)) and 15d-
15(a).
    \35\ We note, however, that we have proposed substantive 
revisions to these rules in conjunction with our consideration of 
new rules implementing section 404 of the Act [15 U.S.C. 7262]. See 
Release No. 33-8138 (Oct. 22, 2002) [67 FR 66208]. These proposals 
are pending.
    \36\ See the Adopting Release at Section II.B.6.
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B. Section 906 Certifications

    Each periodic report containing financial statements filed by an 
issuer with the Commission pursuant to section 13(a) or 15(d) of the 
Exchange Act must ``be accompanied by'' a written statement by the 
issuer's chief executive and financial officers containing the 
information specified in section 906 of the Act (referred to in this 
release as the ``section 906 certifications'').\37\ After discussions 
with the Department of Justice, we propose to amend our rules and forms 
to require issuers to furnish these certifications as an exhibit to the 
periodic reports to which they relate. Specifically, we propose to 
amend Exchange Act Rules 13a-14 and 15d-14 to require the submission of 
the section 906 certifications with the periodic reports to which they 
relate,\38\ and to amend Item 601 of Regulations S-B and S-K to add the 
section 906 certifications to the list of required exhibits as new Item 
32. We also propose to amend Investment Company Act Rule 30a-2 to 
require the submission of the section 906 certifications with the 
periodic reports on Form N-CSR to which they relate \39\ and Item 10 of 
Form N-CSR to add the section 906 certifications as a required 
exhibit.\40\ Because the section 906 certification requirement applies 
to periodic reports containing financial statements that are filed by 
an issuer pursuant to section 13(a) or 15(d) of the Exchange Act, the 
proposed exhibit requirement would only apply to reports on Form N-CSR 
filed under these sections and not to reports on Form N-CSR that are 
filed under the

[[Page 15602]]

Investment Company Act only. \41\ Just as with the section 302 
certifications, an exhibit requirement would enable investors and the 
Commission staff, as well as the Department of Justice, to monitor 
compliance with this certification requirement more easily and 
efficiently.
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    \37\ This certification requirement applies to quarterly reports 
on Forms 10-Q and 10-QSB, annual reports on Forms 10-K, 10-KSB, 20-F 
and 40-F and semi-annual reports on Form N-CSR containing financial 
statements. It does not apply to reports that are current reports, 
such as reports on Forms 6-K [17 CFR 249.306] and 8-K [17 CFR 
249.308], rather than periodic reports. In addition, this 
certification requirement does not apply to issues of asset-backed 
securities that are not required to file financial statements in 
their reports. Such entities typically are passive pools of assets, 
without an audit committee or board of directors or persons acting 
in a similar capacity. Accordingly, most asset-backed issuers are 
currently not subject to section 906. Similarly, unit investment 
trusts (``UITs''), as defined in section 4(2) of the Investment 
Company Act [15 U.S.C. 80a-4(2)], and small business investment 
companies (``SBICs'') licensed under the Small Business Investment 
Act of 1958 are currently not subject to section 906. UITs and SBICs 
file reports on Form N-SAR pursuant to section 13(a) or 15(d) of the 
Exchange Act, and reports on Form N-SAR do not contain financial 
statements.
    \38\ See proposed Exchange Act Rules 13a-14(b) and 15d-14(b). As 
discussed in n. 34 above, we are proposing to delete existing 
Exchange Act Rules 13a-14(b) and 15d-14(b).
    \39\ See proposed Investment Company Act Rule 30a-2(b).
    \40\ See proposed Item 10(b) of Form N-CSR. Existing Items 10(a) 
and 10(b) of Form N-CSR would be redesigned as Items 10(a) and 
10(a)(2). We also are proposing technical conforming amendments to 
Investment Company Act Rules 8b-15 and 30a-2(d) (proposed to be 
redesignated as Rule 30a-2(c)).
    \41\ See General Instruction A of Form N-CSR (Form N-CSR is a 
combined reporting form to be used for reports of registered 
management investment companies under section 30(b)(2) of the 
Investment Company Act of 1940 and sections 13(a) or 15(d) of the 
Exchange Act); n. 24 above (discussing issuers covered by sections 
13(a) and 15(d) of the Exchange Act).
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    Unlike the section 302 certifications, the section 906 
certifications are required only in periodic reports that contain 
financial statements. In addition, unlike the section 302 
certifications, the section 906 certifications may take the form of a 
single statement signed by an issuer's chief executive and financial 
officers.\42\ Issuers with unusual structures may contact the Office of 
Chief Counsel in the Commission's Division of Corporation Finance for 
further guidance on compliance with the section 906 certification 
requirement.
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    \42\ See proposed Exchange Act Rules 13a-14(b) and 15d-14(b).
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    We propose to amend Exchange Act Rules 13a-14 and 15d-14 and 
Investment Company Act Rule 30a-2 to require the section 906 
certifications to be provided with periodic reports containing 
financial statements. We also propose to amend Item 601 of Regulations 
S-B and S-K to add the section 906 certifications to the list of 
required exhibits to be included in reports filed with the Commission. 
Each form specified in the exhibit table in Item 601(a) requires a 
registrant to include as part of the report the exhibits required by 
Item 601.\43\ Consequently, a failure to furnish the section 906 
certifications would cause the periodic report to which they relate to 
be incomplete, thereby violating section 13(a) of the Exchange Act.\44\ 
In addition, referencing the section 906 certifications in Exchange Act 
Rules 13a-14 and 15d-14 and Investment Company Act Rule 30a-2 would 
subject these certifications to the signature requirements of Rule 302 
of Regulation S-T.\45\
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    \43\ See for example, Item 6(a) of Form 10-Q and Item 15(a)(3) 
of Form 10-K.
    \44\ See also section 3(b)(1) of the Act, which provides that 
``[a] violation by any person of this Act . . . shall be treated for 
all purposes in the same manner as a violation of the Securities 
Exchange Act of 1934 . . . and any such person shall be subject to 
the same penalties, and to the same extent, as for a violation of 
that Act * * *''
    \45\ See Rule 302(b) of Regulation S-T [17 CFR 232.302(b)].
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    We note that section 906 merely requires that the certifications 
``accompany'' a periodic report to which they relate. This is in 
contrast to section 302, which requires the certifications to be 
included ``in'' the periodic report. In recognition of this difference, 
we are proposing to require issuers to ``furnish,'' rather than 
``file,'' the section 906 certifications with the Commission.\46\ Thus, 
the certifications would not be subject to liability under section 18 
of the Exchange Act.\47\ Moreover, the certifications would not be 
subject to automatic incorporation by reference into an issuer's 
Securities Act registration statements, which are subject to liability 
under section 11 of the Securities Act,\48\ unless the issuer takes 
steps to include the certifications in a registration statement. 
Although section 906 does not explicitly require the certifications to 
be made public, we believe that it is appropriate to require the 
certifications to accompany a periodic report in the proposed manner.
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    \46\ See, for example, proposed Item 601(b)(32)(ii) of 
Regulation S-K.
    \47\ 15 U.S.C 78r.
    \48\ 15 U.S.C. 77k.
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III. Interim Guidance Regarding Filing Procedures

    As previously discussed, section 906 requires that the written 
statements of an issuer's chief executive and financial officers 
``accompany'' any periodic report containing financial statements filed 
by the issuer pursuant to section 13(a) or 15(d) of the Exchange Act. 
To date, issuers have employed a variety of methods to submit the 
section 906 certifications with the periodic reports to which they 
relate.\49\
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    \49\ These methods include: (1) Submitting the statement as non-
public paper correspondence; (2) submitting the statement as non-
public electronic correspondence with the EDGAR filing of the 
periodic report; (3) submitting the statement under (1) or (2) above 
supplemented by an Item 9 Form 8-K report so that the statement is 
publicly available; (4) submitting the statement as an exhibit to 
the periodic report; or (5) submitting the statement in the text of 
the periodic report (typically, below the signature block for the 
report).
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    Until we adopt final rules, we encourage issuers to submit the 
section 906 certifications as an exhibit to the periodic reports to 
which they relate. An issuer using this approach should designate the 
certifications as an ``Additional Exhibit'' under Item 99 of Item 
601(b) of Regulation S-B or S-K \50\ or, in the case of a foreign 
private issuer, satisfy the exhibit requirements of the appropriate 
report form.\51\ Where the periodic report to which the section 906 
certifications relate is being filed electronically via our EDGAR 
system, which will generally be the case, an issuer should retain the 
manual signature page for each certification or another document 
authenticating, acknowledging or otherwise adopting the signature that 
appears in typed form within the electronic version of the 
certification. In order to treat these electronically filed signed 
statements consistent with other electronically filed signed 
statements, the issuer should insert the following legend after the 
text of each certification: ``A signed original of this written 
statement required by section 906 has been provided to [name of issuer] 
and will be retained by [name of issuer] and furnished to the 
Securities and Exchange Commission or its staff upon request.'' Where 
the periodic report to which the section 906 certifications relate is 
being filed in paper form (where a paper submission is permitted by 
Regulation S-T), an issuer should file signed originals and conformed 
copies of each section 906 certification in accordance with the 
requirements of the relevant report form. A Section 906 certification 
submitted in this manner will be treated as ``accompanying'' the 
periodic report to which it relates rather than ``filed'' as part of 
the report.
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    \50\ 17 CFR 228.601(b)(99) and 17 CFR 229.601(b)(99).
    \51\ For a registered management investment company filing 
reports on Form N-CSR that uses this approach, the EDGAR document 
type should be EX-99.906CERT for the section 906 certifications. For 
fiscal annual or semi-annual periods ending on or before March 31, 
2003, registered management investment companies other than SBICs 
must either file Form N-CSR or continue to comply with the 
certification requirements of Form N-SAR. See Release No. IC-25914 
(Jan. 27, 2003) [68 FR 5348, 5356] (discussing transition provisions 
and compliance dates for requirement to file Form N-CSR).
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IV. General Request for Comment

    We are proposing these amendments to enhance the accessibility of 
the certifications that must be provided in connection with periodic 
reports filed pursuant to the Exchange Act. We solicit comment, both 
specific and general, upon each aspect of the proposed amendments. If 
you would like to submit written comments on the proposed amendments, 
to suggest changes or to submit comments on other matters that might 
affect the proposed amendments, we encourage you to do so.
    In particular, we solicit comment on the following specific aspects 
of the proposed amendments:
    [sbull] Will the inclusion of the section 302 certifications and 
the section 906 certifications as exhibits make it easier for investors 
to access this information?
    [sbull] Are there any means other than those proposed to enhance 
investor or Commission staff access to the certifications?

[[Page 15603]]

    [sbull] Will treatment of section 906 certifications as 
``furnished'' to, rather than ``filed'' with, the Commission adequately 
address liability concerns arising from the proposed requirement that 
issuers include the certifications in the periodic reports to which the 
certifications relate?
    Finally, we request comment on whether any further changes to our 
rules and forms are necessary or appropriate to implement the 
objectives of the proposed amendments or the Act.

V. Paperwork Reduction Act

    The rules and forms that we are proposing to amend contain 
``collection of information'' requirements within the meaning of the 
Paperwork Reduction Act of 1995 (``PRA'').\52\ We do not believe that 
the proposed amendments with respect to the section 302 certifications 
would alter the burden estimates for Forms 10-K (OMB Control No. 3235-
0063), 10-KSB (OMB Control No. 3235-0420), 10-Q (OMB Control No. 3235-
0070), 10-QSB (OMB Control No. 3235-0416), 20-F (OMB Control No. 3235-
0288) or 40-F (OMB Control No. 3235-0381) previously submitted to, and 
approved by, the Office of Management and Budget (the ``OMB''). These 
proposed amendments merely relocate the certifications from the text of 
quarterly and annual reports filed or submitted under section 13(a) or 
15(d) of the Exchange Act to the ``Exhibits'' section of these reports.
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    \52\ 44 U.S.C. 3501 et seq.
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    The proposed amendments with respect to the section 906 
certifications may alter the burden estimates for these reports and for 
Form N-CSR (OMB Control No. 3235-0570). Accordingly, we are submitting 
these proposed amendments to the OMB for review in accordance with the 
PRA.\53\ The titles for these collections of information are ``Form 10-
K,'' ``Form 10-KSB,'' ``Form 10-Q,'' ``Form 10-QSB,'' ``Form 20-F,'' 
``Form 40-F'' and ``Form N-CSR.'' An agency may not conduct or sponsor, 
and a person is not required to respond to, an information collection 
unless it displays a currently valid OMB control number.
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    \53\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
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A. Summary of Proposed Rules

    Section 1350 of Title 18 of the United States Code, added by 
section 906 of the Act, requires each periodic report containing 
financial statements filed by an issuer with the Commission pursuant to 
section 13(a) or 15(d) of the Exchange Act to be accompanied by a 
written statement by the issuer's chief executive officer and chief 
financial officer (or the equivalent thereof) certifying that the 
report fully complies with the requirements of section 13(a) or 15(d) 
of the Exchange Act and the information contained in the report fairly 
presents, in all material respects, the financial condition and results 
of operations of the issuer. By requiring these certifications to be 
furnished to the Commission as an exhibit to the periodic reports to 
which they relate, the certifications would become part of the 
``collection of information'' required in each periodic report filed 
with the Commission. Compliance with the proposed exhibit requirement 
would be mandatory. Under our rules for the retention of manual 
signatures, issuers would be required to maintain the original 
certifications for five years. The information required by the proposed 
amendments would not be kept confidential.

B. Reporting and Cost Burden Estimates

    The compliance burden estimates for the proposed collections of 
information are based on several assumptions. The reporting 
requirements of section 13 of the Exchange Act apply to entities that 
have a class of securities registered under section 12 of the Exchange 
Act. The reporting requirements of section 15(d) of the Exchange Act 
apply to entities with an effective registration statement under the 
Securities Act that are not otherwise subject to the registration 
requirements of section 12 of the Exchange Act. We estimate that there 
are approximately 13,200 entities that fit these descriptions.\54\ In 
addition, we estimate that there are approximately 3,700 registered 
management investment companies that are required to file reports on 
Form N-CSR.
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    \54\ This estimate is based on the total number of companies 
that filed annual reports on Form 10-K (9,384) or Form 10-KSB 
(3,789) during the 2001 fiscal year, which are required of all 
companies with a class of securities registered under section 12 of 
the Exchange Act and all companies subject to section 15(d) of the 
Exchange Act.
---------------------------------------------------------------------------

    The compliance burden associated with the proposed amendments would 
be the burden of preparing and including the section 906 certifications 
in periodic reports containing financial statements filed by an issuer, 
after the issuer's chief executive and financial officers evaluated the 
information relevant to making the certification statements. To a large 
extent, this evaluation is already performed in connection with the 
section 302 certifications required by Exchange Act Rules 13a-14 and 
15d-14 and Investment Company Act Rule 30a-2. We estimate that the 
proposed amendments to require the section 906 certifications to be 
included as an exhibit to the periodic reports to which they relate 
would result in an increase of two burden hours \55\ per issuer in 
connection with preparing each quarterly report on Form 10-Q or 10-QSB 
and annual report on Form 10-K, 10-KSB, 20-F or 40-F. With respect to 
semi-annual reports on Form N-CSR, because the financial statements of 
registered management investment companies are not as complex as those 
of operating companies, we estimate that the proposed amendments 
relating to the section 906 certifications would result in an increase 
of one burden hour per portfolio.\56\
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    \55\ This estimate is based on consultations with several law 
firms and other persons who regularly assist registrants in 
preparing and filing periodic reports containing financial 
statements with the Commission.
    \56\ Many registered management investment companies have 
multiple portfolios. However, they prepare separate financial 
statements for each portfolio. Thus, the burden of the section 1350 
certifications is estimated on a portfolio basis rather than a 
registered management investment company basis.
---------------------------------------------------------------------------

    In the case of domestic issuers, based on a burden hour estimate of 
eight hours per respondent per year,\57\ we estimate that, in the 
aggregate, all respondents will incur approximately 105,384 burden 
hours \58\ to comply with the proposed amendments. The total burden 
hours of complying with Forms 10-Q and 10-QSB, revised to include the 
burden hours expected from the proposed amendments, is estimated to be 
3,334,256 hours for Form 10-Q, an increase of 56,304 hours \59\ from 
the current annual burden of 3,277,952 hours, and 1,497,884 hours for 
Form 10-QSB, an increase of 22,734 hours \60\ from the current annual 
burden of 1,475,150 hours. The total burden hours of complying with 
Forms 10-K and 10-KSB, revised to include the burden hours expected 
from the proposed amendments, is estimated to be 11,535,739 hours for 
Form 10-K, an increase of 18,768 hours \61\ from the current annual 
burden of 11,516,971 hours, and 3,619,627 hours for Form 10-KSB, an 
increase of 7,578 hours \62\

[[Page 15604]]

from the current annual burden of 3,612,049 hours. Based on a burden 
hour estimate of two hours per portfolio per year, we estimate that the 
total burden hours of complying with Form N-CSR for registered 
management investment companies, revised to include the burden hours 
expected from the proposed amendments, will be 142,498 hours, an 
increase of 19,700 hours \63\ from the current annual burden of 122,798 
hours.
---------------------------------------------------------------------------

    \57\ Three quarterly reports and one annual report at an 
estimated two burden hours per report equals eight hours.
    \58\ 13,173 companies multiplied by eight burden hours each 
equals 105,384 hours.
    \59\ 28,152 quarterly reports multiplied by two burden hours 
each equals 56,304 hours.
    \60\ 11,367 quarterly reports multiplied by two burden hours 
each equals 22,734 hours.
    \61\ 9,384 annual reports multiplied by two burden hours each 
equals 18,768 hours.
    \62\ 3,789 annual reports multiplied by two burden hours each 
equals 7,578 hours.
    \63\ This estimate is based on the current annual burden for 
registered management investment companies required to file reports 
on Form N-CSR. We estimate that there are 3,700 registered 
management investment companies that will file reports on Form N-
CSR, containing 9,850 portfolios. The estimate of 19,700 hours is 
calculated by 9,850 portfolios x two filings per year x one burden 
hour.
---------------------------------------------------------------------------

    In the case of foreign private issuers, based on a burden hour 
estimate of two hours per respondent per year, we estimate that the 
total burden hours of complying with Forms 20-F and 40-F, revised to 
include the burden hours expected from the proposed amendments, will be 
655,521.25 hours for Form 20-F, an increase of 2,400 \64\ from the 
current annual burden of 653,121.25 hours, and 1,412.25 hours for Form 
40-F, an increase of 200 hours \65\ from the current annual burden of 
1,212.25 hours.
---------------------------------------------------------------------------

    \64\ This estimate is based on the current annual burden per 
filing for each foreign private issuer. The estimate of 2,400 hours 
is based on an estimate of 1,200 foreign private issuers with one 
filing per year multiplied by two burden hours for each filing.
    \65\ This estimate is based on the current annual burden per 
filing for each Canadian issuer. The estimate of 200 hours is based 
on an estimate of 100 Canadian issuers with one filing per year 
multiplied by two burden hours for each filing.
---------------------------------------------------------------------------

C. Request for Comment

    We request comment in order to: (a) Evaluate whether the proposed 
information collections are necessary for the proper performance of the 
functions of the Commission, including whether the information would 
have practical utility; (b) evaluate the accuracy of our estimate of 
the burden of the proposed amendments; (c) determine whether there are 
ways to enhance the quality, utility and clarity of the information to 
be collected; and (d) evaluate whether there are ways to minimize the 
burden of the proposed amendments on those who respond, including 
through the use of automated collection techniques or other forms of 
information technology.\66\
---------------------------------------------------------------------------

    \66\ Comments are requested pursuant to 44 U.S.C. 3506(c)(2)(B).
---------------------------------------------------------------------------

    Any member of the public may direct to us any comments concerning 
the accuracy of these burden estimates and any suggestions for reducing 
the burdens. Persons who desire to submit comments on the proposed 
collection of information requirements should direct their comments to 
the OMB, Attention: Desk Officer for the Securities and Exchange 
Commission, Office of Information and Regulatory Affairs, Washington, 
DC 20503, and send a copy of the comments to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street NW., 
Washington, DC 20549-0609, with reference to File No. S7-06-03. 
Requests for materials submitted to the OMB by us with regard to these 
collections of information should be in writing, refer to File No. S7-
06-03 and be submitted to the Securities and Exchange Commission, 
Records Management, Office of Filings and Information Services, 450 
Fifth Street NW., Washington, DC 20549. Because the OMB is required to 
make a decision concerning the collections of information between 30 
and 60 days after publication, your comments are best assured of having 
their full effect if the OMB receives them within 30 days of 
publication.

VI. Cost-Benefit Analysis

    The proposed amendments would relocate the certifications required 
by Exchange Act Rules 13a-14 and 15d-14 from the text of quarterly and 
annual reports filed or submitted under section 13(a) or 15(d) of the 
Exchange Act to the ``Exhibits'' section of these reports. The proposed 
amendments also would require that the certifications required by 
section 1350 of Title 18 of the United States Code, added by section 
906 of the Act, accompany the periodic reports to which they relate as 
an exhibit to these reports. These changes should enhance the ability 
of investors and the Commission staff to verify that the certifications 
have, in fact, been submitted with the Exchange Act reports to which 
they relate and to review the contents of the certifications to ensure 
compliance with the applicable requirements. In addition, the changes 
should enable the Department of Justice, which has responsibility for 
enforcing section 906, to effectively review the form and content of 
the certifications required by that provision.
    Since issuers must already include the certifications required by 
Exchange Act Rules 13a-14 and 15d-14 in their quarterly and annual 
reports, there should be no incremental cost to relocating the 
certifications from the text of the reports to the ``Exhibits'' section 
of these reports. Requiring the section 906 certifications to be 
included as an exhibit to the periodic reports to which they relate may 
lead to some additional costs for issuers that currently are submitting 
the certifications to the Commission in some other manner. While these 
costs are difficult to quantify, we estimate that the annual paperwork 
burden of the proposed amendments would be approximately $25.5 
million.\67\
---------------------------------------------------------------------------

    \67\ This calculation is based on an estimate of 127,684 burden 
hours (see nn. 58, 63, 64 and 65 above) multiplied by a cost of 
$200.00 per hour. (127,684 hours multiplied by $200.00 per hour 
equals $25,536,800) The hourly cost estimate is based on 
consultations with several registrants and law firms and other 
persons who regularly assist registrants in preparing and filing 
periodic reports with the Commission.
---------------------------------------------------------------------------

    To the extent that issuers may assume greater legal risk by 
including the section 906 certifications as part of their periodic 
reports filed pursuant to the Exchange Act where these reports are 
incorporated by reference into Securities Act registration statements, 
we address this risk by proposing to require issuers to ``furnish,'' 
rather than ``file,'' the certifications with the Commission for 
purposes of section 18 of the Exchange Act or incorporation by 
reference into other filings. Thus, the proposed amendments should 
mitigate this potential indirect cost of compliance.

VII. Initial Regulatory Flexibility Analysis

    This Initial Regulatory Flexibility Analysis, or IRFA, has been 
prepared in accordance with the Regulatory Flexibility Act.\68\ It 
involves proposed amendments that would relocate the certifications 
required by Exchange Act Rules 13a-14 and 15d-14 from the text of 
quarterly and annual reports filed or submitted under section 13(a) or 
15(d) of the Exchange Act to the ``Exhibits'' section of these reports, 
and require that the certifications required by section 1350 of Title 
18 of the United States Code, added by section 906 of the Act, 
accompany the periodic reports to which they relate as an exhibit to 
these reports.
---------------------------------------------------------------------------

    \68\ 5 U.S.C. 603.
---------------------------------------------------------------------------

A. Reasons for, and Objectives of, Proposed Rule and Form Amendments

    The relocation of the certifications required by Exchange Act Rules 
13a-14 and 15d-14 from the text of quarterly and annual reports to the 
``Exhibits'' section of these reports should enhance the ability of 
investors and the Commission staff to verify that the certifications 
have, in fact, been submitted with the Exchange Act reports to which 
they relate and to review the contents of the certifications to ensure 
compliance with the applicable requirements. In addition, the proposed 
amendments should

[[Page 15605]]

enable the Department of Justice, which has responsibility for 
enforcing section 1350, to efficiently review the form and content of 
the certifications required by that provision.

B. Legal Basis

    We are proposing the amendments under the authority set forth in 
sections 13, 15(d), 23(a) and 36 of the Exchange Act, sections 8, 30 
and 38 of the Investment Company Act and sections 3(a), 302 and 906 of 
the Sarbanes-Oxley Act of 2002.

C. Small Entities Subject to the Proposed Rule and Form Amendments

    The proposed amendments would affect small entities that are 
subject to the reporting requirements of section 13(a) or 15(d) of the 
Exchange Act. For purposes of the Regulatory Flexibility Act, the 
Exchange Act defines the term ``small business,'' other than an 
investment company, to be an issuer that, on the last day of its most 
recent fiscal year, has total assets of $5 million or less.\69\ We 
estimate that there are approximately 2,500 companies subject to the 
reporting requirements of section 13(a) or 15(d) of the Exchange Act 
that are not investment companies and that have assets of $5 million or 
less.\70\
---------------------------------------------------------------------------

    \69\ 17 CFR 240.0-10(a). A similar definition is provided under 
Securities Act Rule 157 [17 CFR 230.157].
    \70\ This estimate is based on filings with the Commission.
---------------------------------------------------------------------------

    For purposes of the Regulatory Flexibility Act, an investment 
company is a ``small entity'' if it, together with other investment 
companies in the same group of related investment companies, has net 
assets of $50 million or less as of the end of its most recent fiscal 
year.\71\ We estimate that there are approximately 205 registered 
management investment companies that, together with other investment 
companies in the same group of related investment companies, have net 
assets of $50 million or less as of the end of the most recent fiscal 
year.\72\
---------------------------------------------------------------------------

    \71\ 17 CFR 270.0-10.
    \72\ This estimate is based on figures compiled by the 
Commission staff regarding investment companies registered on Forms 
N-1A, N-2, and N-3, which will be required to file reports on Form 
N-CSR.
---------------------------------------------------------------------------

D. Reporting, Recordkeeping and Other Compliance Requirements

    The proposed amendments would require issuers, including ``small 
businesses,'' to provide the certifications required by Exchange Act 
Rules 13a-14 and 15d-14, as well as the certifications required by 
section 906, as exhibits to the periodic reports to which they relate. 
Depending on how an issuer's chief executive and financial officers 
presently satisfy the section 906 certification requirements, issuers, 
including ``small businesses,'' may incur some additional costs in 
submitting these certifications as an exhibit to these reports. While 
these costs are difficult to quantify, we believe that they would be 
nominal.

E. Duplicative, Overlapping or Conflicting Federal Rules

    Presently, Exchange Act Rules 13a-14 and 15d-14 require an issuer 
to include in the text of its quarterly and annual reports filed or 
submitted under section 13(a) or 15(d) of the Exchange Act the required 
certifications of its principal executive and financial officers. While 
section 906 requires that written statements of an issuer's chief 
executive and financial officers certifying the contents of a periodic 
report to which the certifications relate ``accompany'' the report when 
it is filed with the Commission, issuers have used a variety of 
different methods to submit these certifications to the Commission.

F. Agency Action to Minimize Effect on Small Entities

    The Regulatory Flexibility Act directs us to consider significant 
alternatives that would accomplish the stated objectives, while 
minimizing any significant adverse impact on small entities. In that 
regard, we are considering the following alternatives: (a) Establishing 
different compliance or reporting requirements that take into account 
the resources of small entities, (b) clarifying, consolidating or 
simplifying compliance and reporting requirements under the rules for 
small entities and (c) exempting small entities from all or part of the 
proposed rule and form amendments. Both the section 302 and section 906 
certifications are required by the Sarbanes-Oxley Act of 2002 and the 
legislative history does not reflect a Congressional intent to exempt 
small entities from these requirements. We are not aware of means to 
further simplify these requirements. After discussions with the 
Department of Justice, we believe a design standard for how the section 
906 certifications are to ``accompany'' a periodic report is necessary 
to monitor compliance. We solicit comment as to whether small business 
issuers should be excluded from the proposed amendments or if other 
changes are warranted to accommodate the interests of small business 
issuers.

G. Request for Comments

    We encourage the submission of comments with respect to any aspect 
of the IRFA. In particular, we request comment on the number of small 
businesses that would be affected by the proposed amendments, the 
nature of the impact, how to quantify the number of small businesses 
that would be affected and how to quantify the impact of the proposed 
rule and form amendments. Commenters are requested to describe the 
nature of any effect and provide empirical data and other factual 
support for their views to the extent possible. These comments will be 
considered in the preparation of the Final Regulatory Flexibility 
Analysis, if the proposed amendments are adopted, and will be placed in 
the same public file as comments on the proposed amendments.

VIII. Consideration of Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness 
Act of 1996, or ``SBREFA,''\73\ we must advise the Office of Management 
and Budget as to whether the proposed amendments constitute a ``major'' 
rule. Under SBREFA, a rule is considered ``major'' where, if adopted, 
it results or is likely to result in:
---------------------------------------------------------------------------

    \73\ Pub. L. 104-121, Title II, 110 Stat. 857 (1996) (codified 
in various sections of 5 U.S.C., 15 U.S.C. and as a note to 5 U.S.C. 
601).
---------------------------------------------------------------------------

    [sbull] An annual effect on the economy of $100 million or more 
(either in the form of an increase or a decrease);
    [sbull] A major increase in costs or prices for consumers or 
individual industries; or
    [sbull] Significant adverse effects on competition, investment or 
innovation.
    We request comment on the potential impact of the proposed 
amendments on the economy on an annual basis. Commenters are requested 
to provide empirical data and other factual support for their views to 
the extent possible.

IX. Consideration of Burden on Competition

    Section 23(a)(2) of the Exchange Act \74\ requires us, when 
adopting rules under the Exchange Act, to consider the impact that any 
new rule would have on competition. In addition, section 23(a)(2) 
prohibits us from adopting any rule that would impose a burden on 
competition not necessary or appropriate in furtherance of the purposes 
of the Exchange Act.
---------------------------------------------------------------------------

    \74\ 15 U.S.C. 78w(a)(2).
---------------------------------------------------------------------------

    The proposed amendments would relocate the certifications required 
by Exchange Act Rules 13a-14 and 15d-14 from the text of quarterly and 
annual reports filed or submitted under section 13(a) or 15(d) of the 
Exchange Act to the

[[Page 15606]]

``Exhibits'' section of these reports. This relocation should enhance 
the ability of investors and the Commission staff to verify that the 
certifications have, in fact, been submitted with the Exchange Act 
reports to which they relate and to review the contents of the 
certifications to ensure compliance with the applicable requirements. 
The proposed amendments also would streamline compliance with section 
1350 of Title 18 of the United States Code, added by section 906 of the 
Act, and should enable investors, the Commission staff and the 
Department of Justice, which has responsibility for enforcing section 
1350, to verify submission and efficiently review the form and content 
of the certifications required by that provision.
    We do not believe that the proposed amendments would impose any 
burden on competition. Depending on how an issuer's chief executive and 
financial officers presently satisfy the section 906 certification 
requirements, issuers may incur some additional costs in submitting 
these certifications as an exhibit to their periodic reports. While 
these costs are difficult to quantify, we believe that they would be 
nominal. We request comment on whether the proposed amendments, if 
adopted, would promote competition. Commenters are requested to provide 
empirical data and other factual support for their views to the extent 
possible.

X. Promotion of Efficiency, Competition and Capital Formation

    Section 3(f) of the Exchange Act \75\ and section 2(c) of the 
Investment Company Act \76\ require us, when engaging in rulemaking 
where we are required to consider or determine whether an action is 
necessary or appropriate in the public interest, to consider, in 
addition to the protection of investors, whether the action will 
promote efficiency, competition and capital formation. The proposed 
amendments would relocate the certifications required by Exchange Act 
Rules 13a-14 and 15d-14 from the text of quarterly and annual reports 
filed or submitted under section 13(a) or 15(d) of the Exchange Act to 
the ``Exhibits'' section of these reports. This relocation should 
enhance the ability of investors and the Commission staff to verify 
that the certifications have, in fact, been submitted with the Exchange 
Act reports to which they relate and to review the contents of the 
certifications to ensure compliance with the applicable requirements. 
The proposed amendments also would streamline compliance with section 
1350 of Title 18 of the United States Code, added by section 906 of the 
Act, and should enable investors, the Commission staff and the 
Department of Justice, which has responsibility for enforcing section 
1350, to verify submission and efficiently review the form and content 
of the certifications required by that provision.
---------------------------------------------------------------------------

    \75\ 15 U.S.C. 78c(f).
    \76\ 15 U.S.C. 80a-2(c).
---------------------------------------------------------------------------

    We do not believe that the proposed amendments would impose any 
burden on competition. Nor are we aware of any impact on capital 
formation that would result from the proposed amendments. Depending on 
how an issuer's chief executive and financial officers presently 
satisfy the section 906 certification requirements, issuers may incur 
some additional costs in submitting these certifications as an exhibit 
to their periodic reports. While these costs are difficult to quantify, 
we believe that they would be nominal. We request comment on whether 
the proposed amendments, if adopted, would affect competition, 
efficiency and capital formation. Commenters are requested to provide 
empirical data and other factual support for their views to the extent 
possible.

XI. Statutory Authority

    The amendments described in this release are being proposed under 
the authority set forth in sections 13, 15(d), 23(a) and 36 of the 
Exchange Act, sections 8, 30 and 38 of the Investment Company Act and 
sections 3(a), 302 and 906 of the Sarbanes-Oxley Act of 2002.

List of Subjects

17 CFR Part 228

    Reporting and recordkeeping requirements, Securities, Small 
businesses.

17 CFR Parts 229, 240 and 249

    Reporting and recordkeeping requirements, Securities.

17 CFR Parts 270 and 274

    Investment companies, Reporting and recordkeeping requirements, 
Securities.

Text of the Proposed Amendments

    For the reasons set out in the preamble, the Commission proposes to 
amend title 17, chapter II, of the Code of Federal Regulations as 
follows:

PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS

    1. The authority citation for Part 228 is amended by revising the 
authority citation for ``Section 228.601'' to read as follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 
77sss, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a-29, 
80a-30, 80a-37 and 80b-11.
* * * * *
    Section 228.601 is also issued under secs. 3(a), 302, 406 and 
906, Pub. L. 107-204, 116. Stat. 745.

    2. By amending Sec.  228.601 by:
    a. Removing the last sentence of paragraph (a)(1);
    b. Revising the Exhibit Table;
    c. Revising paragraph (b)(7) to read ``No Exhibit Required.''; and
    d. Revising paragraphs (b)(27) through (b)(98).
    The revisions read as follows.


Sec.  228.601 (Item 601)  Exhibits.

* * * * *

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                 Securities Act Forms                                   Exchange Act Forms
                                             -----------------------------------------------------------------------------------------------------------
                                                 SB-2         S-2         S-3       S-4 \3\       S-8        10-SB        8-K       10-QSB      10-KSB
--------------------------------------------------------------------------------------------------------------------------------------------------------
(1) Underwriting agreement..................          X           X           X           X   ..........  ..........          X   ..........  ..........
(2) Plan of purchase, sale, reorganization,           X           X           X           X   ..........          X           X           X           X
 arrangement, liquidation or succession.....
(3) (i) Articles of Incorporation...........          X   ..........  ..........          X   ..........          X   ..........          X           X
(ii) By-laws................................          X   ..........  ..........          X   ..........          X   ..........          X           X
(4) Instruments defining the rights of                X           X           X           X           X           X           X           X           X
 security holders, including indentures.....
(5) Opinion re: legality....................          X           X           X           X           X   ..........  ..........  ..........  ..........

[[Page 15607]]

 
(6) No exhibit required.....................        N/A         N/A         N/A         N/A         N/A         N/A         N/A         N/A         N/A
(7) No exhibit required.....................        N/A         N/A         N/A         N/A         N/A         N/A         N/A         N/A         N/A
(8) Opinion on tax matters..................          X           X           X           X   ..........  ..........  ..........  ..........  ..........
(9) Voting trust agreement and amendments...          X   ..........  ..........          X   ..........          X   ..........  ..........          X
(10) Material contracts.....................          X           X   ..........          X   ..........          X   ..........          X           X
(11) Statement re: computation of per share           X           X   ..........          X   ..........          X   ..........          X           X
 earnings...................................
(12) No exhibit required....................        N/A         N/A         N/A         N/A         N/A         N/A         N/A         N/A         N/A
(13) Annual report to security holders for            X           X   ..........          X   ..........  ..........  ..........  ..........          X
 the last fiscal year, Form 10-Q or 10-QSB
 or quarterly report to security holders \1\
(14) Code of ethics.........................  ..........  ..........  ..........  ..........  ..........  ..........  ..........  ..........          X
(15) Letter on unaudited interim financial            X           X           X           X           X   ..........  ..........          X   ..........
 information................................
(16) Letter on change in certifying                   X           X   ..........          X   ..........          X           X   ..........          X
 accountant \4\.............................
(17) Letter on director resignation.........  ..........  ..........  ..........  ..........  ..........  ..........          X   ..........  ..........
(18) Letter on change in accounting           ..........  ..........  ..........  ..........  ..........  ..........  ..........          X           X
 principles.................................
(19) Reports furnished to security holders..  ..........  ..........  ..........  ..........  ..........  ..........  ..........          X   ..........
(20) Other documents or statements to         ..........  ..........  ..........  ..........  ..........  ..........  ..........          X           X
 security holders or any document
 incorporated by reference..................
(21) Subsidiaries of the small business               X   ..........  ..........          X   ..........          X   ..........  ..........          X
 issuer.....................................
(22) Published report regarding matters       ..........  ..........  ..........  ..........  ..........  ..........  ..........          X           X
 submitted to vote of security holders......
(23) Consents of experts and counsel........          X           X           X           X           X   ..........      X \2\       X \2\       X \2\
(24) Power of attorney......................          X           X           X           X           X           X           X           X           X
(25) Statement of eligibility of trustee....          X           X           X           X   ..........  ..........  ..........  ..........  ..........
(26) Invitations for competitive bids.......  ..........          X           X           X           X   ..........  ..........  ..........  ..........
(27) through (30) [Reserved]................  ..........  ..........  ..........  ..........  ..........  ..........  ..........  ..........  ..........
(31) Rule 13a-14(a)/15d-14(a) Certifications  ..........  ..........  ..........  ..........  ..........  ..........  ..........          X           X
(32) Section 1350 Certifications............  ..........  ..........  ..........  ..........  ..........  ..........  ..........          X           X
(33) through (98) [Reserved]................  ..........  ..........  ..........  ..........  ..........  ..........  ..........  ..........  ..........
(99) Additional Exhibits....................          X           X           X           X           X           X           X           X          X
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ Only if incorporated by reference into a prospectus and delivered to holders along with the prospectus as permitted by the registration statement;
  or in the case of a Form 10-KSB, where the annual report is incorporated by reference into the text of the Form 10-KSB.
\2\ Where the opinion of the expert or counsel has been incorporated by reference into a previously filed Securities Act registration statement.
\3\ An issuer need not provide an exhibit if: (1) an election was made under Form S-4 to provide S-2 or S-3 disclosure; and (2) the form selected (S-2
  or S-3) would not require the company to provide the exhibit.
\4\ If required under item 304 of Regulation S-B.

    (b) Description of exhibits. * * *
    (27) through (30) [Reserved]
    (31) Rule 13a-14(a)/15d-14(a) Certifications. The certifications 
required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 
CFR 240.15d-14(a)) exactly as set forth below:

Certifications *

    I, [identify the certifying individual], certify that:
    1. I have reviewed this [specify report] of [identify registrant];
    2. Based on my knowledge, this report does not contain any untrue 
statement of a material fact or omit to state a material fact necessary 
to make the statements made, in light of the circumstances under which 
such statements were made, not misleading with respect to the period 
covered by this report;
    3. Based on my knowledge, the financial statements, and other 
financial information included in this report, fairly present in all 
material respects the financial condition, results of operations and 
cash flows of the registrant as of, and for, the periods presented in 
this report;
    4. The registrant's other certifying officers and I are responsible 
for establishing and maintaining disclosure controls and procedures (as 
defined in Exchange Act Rules 13a-15 and 15d-15) for the registrant and 
have:
    (a) Designed such disclosure controls and procedures to ensure that 
material information relating to the registrant, including its 
consolidated subsidiaries, is made known to us by others within those 
entities, particularly during the period in which this report is being 
prepared;
    (b) Evaluated the effectiveness of the registrant's disclosure 
controls and

[[Page 15608]]

procedures as of a date within 90 days prior to the filing date of this 
report (the ``Evaluation Date''); and
    (c) Presented in this report our conclusions about the 
effectiveness of the disclosure controls and procedures based on our 
evaluation as of the Evaluation Date;
    5. The registrant's other certifying officers and I have disclosed, 
based on our most recent evaluation, to the registrant's auditors and 
the audit committee of registrant's board of directors (or persons 
performing the equivalent functions):
    (a) All significant deficiencies in the design or operation of 
internal controls which could adversely affect the registrant's ability 
to record, process, summarize and report financial data and have 
identified for the registrant's auditors any material weaknesses in 
internal controls; and
    (b) Any fraud, whether or not material, that involves management or 
other employees who have a significant role in the registrant's 
internal controls; and
    6. The registrant's other certifying officers and I have indicated 
in this report whether there were significant changes in internal 
controls or in other factors that could significantly affect internal 
controls subsequent to the date of our most recent evaluation, 
including any corrective actions with regard to significant 
deficiencies and material weaknesses.
 Date:-----------------------------------------------------------------

-----------------------------------------------------------------------
[Signature]
[Title]

    * Provide a separate certification for each principal executive 
officer and principal financial officer of the registrant. See Rules 
13a-14(a) and 15d-14(a).

    (32) Section 1350 Certifications.
    (i) The certifications required by Rule 13a-14(b) (17 CFR 240.13a-
14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of 
Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
    (ii) A certification furnished pursuant to this item will not be 
deemed ``filed'' for purposes of Section 18 of the Exchange Act [15 
U.S.C. 78r], or otherwise subject to the liability of that section. 
Such certification will not be deemed to be incorporated by reference 
into any filing under the Securities Act or the Exchange Act, except to 
the extent that the registrant specifically incorporates it by 
reference.
    (33) through (98) [Reserved]
* * * * *

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES 
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND 
CONSERVATION ACT OF 1975--REGULATION S-K

    3. The authority citation for part 229 is amended by revising the 
authority citation for ``Section 229.601'' to read as follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 
77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 
78mm, 79e, 79j, 79n, 79t, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39 and 80b-11, unless otherwise noted.
* * * * *
    Section 229.601 is also issued under secs. 3(a), 302, 406 and 
906, Pub. L. No. 107-204, 116. Stat. 745.

    4. By amending Sec.  229.601 by:
    a. Removing the second sentence of paragraph (a)(1);
    b. Revising the phrase ``Notwithstanding the provisions of 
paragraphs (b)(27) and (c) of this Item, registered investment 
companies'' at the beginning of the third sentence of paragraph (a)(1) 
to read ``Registered investment companies'';
    c. Revising the Exhibit Table which follows the Instructions to the 
Exhibit Table; and
    d. Revising paragraphs (b)(27) through (b)(98).
    The revisions read as follows.


Sec.  229.601 (Item 601)  Exhibits.

    (a) Exhibits and index required. * * *
    Instructions to the Exhibit Table
* * * * *

                                                                                          Exhibit Table
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Securities act forms                                            Exchange act forms
                                                                   -----------------------------------------------------------------------------------------------------------------------------
                                                                      S-1      S-2      S-3     S-4\3\    S-8      S-11     F-1      F-2      F-3     F-4\3\     10      8-K      10-Q     10-K
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(1) Underwriting agreement........................................       X        X        X        X   .......       X        X        X        X        X   .......       X
(2) Plan of acquisition, reorganization, arrangement, liquidation        X        X        X        X   .......       X        X        X        X        X        X        X        X        X
 or succession....................................................
(3)(i) Articles of incorporation..................................       X   .......  .......       X   .......       X        X   .......  .......       X        X   .......       X        X
    (ii) By-laws..................................................       X   .......  .......       X   .......       X        X   .......  .......       X        X   .......       X        X
(4) Instruments defining the rights of security holders, including       X        X        X        X        X        X        X        X        X        X        X        X        X        X
 indentures.......................................................
(5) Opinion re legality...........................................       X        X        X        X        X        X        X        X        X        X
(6) [Reserved]....................................................     N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A
(7) [Reserved]....................................................     N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A
(8) Opinion re tax matters........................................       X        X        X        X   .......       X        X        X        X        X
(9) Voting trust agreement........................................       X   .......  .......       X   .......       X        X   .......  .......       X        X   .......  .......       X
(10) Material contracts...........................................       X        X   .......       X   .......       X        X        X   .......       X        X   .......       X        X
(11) Statement re computation of per share earnings...............       X        X   .......       X   .......       X        X        X   .......       X        X   .......       X        X
(12) Statements re computation of ratios..........................       X        X        X        X   .......       X        X        X   .......       X        X   .......  .......       X

[[Page 15609]]

 
(13) Annual report to security holders, Form 10-Q or 10-QSB, or     .......       X   .......       X   .......  .......  .......  .......  .......  .......  .......  .......  .......       X
 quarterly report to security holders \1\.........................
(14) Code of Ethics...............................................  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X
(15) Letter re unaudited interim financial information............       X        X        X        X        X        X        X        X        X        X   .......  .......       X
(16) Letter re change in certifying accountant \4\................       X        X   .......       X   .......       X   .......  .......  .......  .......       X        X   .......       X
(17) Letter re director resignation...............................  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X
(18) Letter re change in accounting principles....................  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X        X
(19) Report furnished to security holders.........................  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X
(20) Other documents or statements to security holders............  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X
(21) Subsidiaries of the registrant...............................       X   .......  .......       X   .......       X        X   .......  .......       X        X   .......  .......       X
(22) Published report regarding matters submitted to vote of        .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X        X
 security holders.................................................
(23) Consents of experts and counsel..............................       X        X        X        X        X        X        X        X        X        X   .......    X\2\     X\2\     X\2\
(24) Power of attorney............................................       X        X        X        X        X        X        X        X        X        X        X        X        X        X
(25) Statement of eligibility of trustee..........................       X        X        X        X   .......       X        X        X        X        X
(26) Invitations for competitive bids.............................       X        X        X        X   .......  .......       X        X        X        X
(27) through (30) [Reserved]......................................  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......
(31) Rule 13a-14(a)/15d-14(a) Certifications......................  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X        X
(32) Section 1350 Certifications..................................  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X        X
(33) through (98) [Reserved]......................................     N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A
(99) Additional Exhibits..........................................       X        X        X        X        X        X        X        X        X        X        X        X        X        X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ Where incorporated by reference into the text of the prospectus and delivered to security holders along with the prospectus as permitted by the registration statement; or, in the case of
  the Form 10-K, where the annual report to security holders is incorporated by reference into the text of the Form 10-K.
\2\ Where the opinion of the expert or counsel has been incorporated by reference into a previously filed Securities Act registration statement.
\3\ An exhibit need not be provided about a company if: (1) With respect to such company an election has been made under Form S-4 or F-4 to provide information about such company at a level
  prescribed by Forms S-2, S-3, F-2 or F-3 and (2) the form, the level of which has been elected under Forms S-4 or F-4, would not require such company to provide such exhibit if it were
  registering a primary offering.
\4\ If required pursuant to Item 304 of Regulation S-K.

    (b) Description of exhibits. * * *
    (27) through (30) [Reserved]
    (31) Rule 13a-14(a)/15d-14(a) Certifications. The certifications 
required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 
CFR 240.15d-14(a)) exactly as set forth below:

Certifications*

    I, [identify the certifying individual], certify that:
    1. I have reviewed this [specify report] of [identify registrant];
    2. Based on my knowledge, this report does not contain any untrue 
statement of a material fact or omit to state a material fact necessary 
to make the statements made, in light of the circumstances under which 
such statements were made, not misleading with respect to the period 
covered by this report;
    3. Based on my knowledge, the financial statements, and other 
financial information included in this report, fairly present in all 
material respects the financial condition, results of operations and 
cash flows of the registrant as of, and for, the periods presented in 
this report;
    4. The registrant's other certifying officers and I are responsible 
for establishing and maintaining disclosure controls and procedures (as 
defined in Exchange Act Rules 13a-15 and 15d-15) for the registrant and 
have:
    (a) Designed such disclosure controls and procedures to ensure that 
material information relating to the registrant, including its 
consolidated subsidiaries, is made known to us by others within

[[Page 15610]]

those entities, particularly during the period in which this report is 
being prepared;
    (b) Evaluated the effectiveness of the registrant's disclosure 
controls and procedures as of a date within 90 days prior to the filing 
date of this report (the ``Evaluation Date''); and
    (c) Presented in this report our conclusions about the 
effectiveness of the disclosure controls and procedures based on our 
evaluation as of the Evaluation Date;
    5. The registrant's other certifying officers and I have disclosed, 
based on our most recent evaluation, to the registrant's auditors and 
the audit committee of registrant's board of directors (or persons 
performing the equivalent functions):
    (a) All significant deficiencies in the design or operation of 
internal controls which could adversely affect the registrant's ability 
to record, process, summarize and report financial data and have 
identified for the registrant's auditors any material weaknesses in 
internal controls; and
    (b) Any fraud, whether or not material, that involves management or 
other employees who have a significant role in the registrant's 
internal controls; and
    6. The registrant's other certifying officers and I have indicated 
in this report whether there were significant changes in internal 
controls or in other factors that could significantly affect internal 
controls subsequent to the date of our most recent evaluation, 
including any corrective actions with regard to significant 
deficiencies and material weaknesses.
 Date:-----------------------------------------------------------------

 [Signature]-----------------------------------------------------------
[Title]

* Provide a separate certification for each principal executive 
officer and principal financial officer of the registrant. See Rules 
13a-14 and 15d-14.

    (32) Section 1350 Certifications.
    (i) The certifications required by Rule 13a-14(b) (17 CFR 240.13a-
14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of 
Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
    (ii) A certification furnished pursuant to this item will not be 
deemed ``filed'' for purposes of Section 18 of the Exchange Act [15 
U.S.C. 78r], or otherwise subject to the liability of that section. 
Such certification will not be deemed to be incorporated by reference 
into any filing under the Securities Act or the Exchange Act, except to 
the extent that the registrant specifically incorporates it by 
reference.
    (33) through (98) [Reserved]
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

    5. The authority citation for Part 240 is amended by revising the 
authority citations for ``Section 240.12b-15,'' ``Section 240.13a-14'' 
and ``Section 240.15d-14'' to read as follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 
78w, 78x, 78ll, 78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-
3, 80b-4 and 80b-11, unless otherwise noted.
* * * * *
    Section 240.12b-15 is also issued under secs. 3(a), 302 and 906, 
Pub. L. No. 107-204, 116 Stat. 745.
* * * * *
    Section 240.13a-14 is also issued under secs. 3(a), 302 and 906, 
Pub. L 107-204, 116 Stat. 745.
* * * * *
    Section 240.15d-14 is also issued under secs. 3(a), 302 and 906, 
Pub. L. 107-204, 116 Stat. 745.

* * * * *
    6. By revising Sec.  240.12b-15 to read as follows:


Sec.  240.12b-15  Amendments.

    All amendments must be filed under cover of the form amended, 
marked with the letter ``A'' to designate the document as an amendment, 
e.g., ``10-K/A,'' and in compliance with pertinent requirements 
applicable to statements and reports. Amendments filed pursuant to this 
section must set forth the complete text of each item as amended. 
Amendments must be numbered sequentially and be filed separately for 
each statement or report amended. Amendments to a statement may be 
filed either before or after registration becomes effective. Amendments 
must be signed on behalf of the registrant by a duly authorized 
representative of the registrant. An amendment to any report required 
to include the certifications as specified in Sec.  240.13a-14(a) or 
Sec.  240.15d-14(a) must include new certifications by each principal 
executive officer and principal financial officer of the registrant, 
and an amendment to any report required to be accompanied by the 
certifications as specified in Sec.  240.13a-14(b) or Sec.  240.15d-
14(b) must be accompanied by new certifications by each chief executive 
officer and chief financial officer of the registrant. The requirements 
of the form being amended will govern the number of copies to be filed 
in connection with a paper format amendment. Electronic filers satisfy 
the provisions dictating the number of copies by filing one copy of the 
amendment in electronic format. See Sec.  232.309 of this chapter (Rule 
309 of Regulation S-T).
    7. By amending Sec.  240.13a-14 by:
    a. Revising paragraphs (a) and (b);
    b. Removing paragraph (c);
    c. Redesignating paragraphs (d), (e), (f) and (g) as paragraphs 
(c), (d), (e) and (f); and
    d. Revising newly redesignated paragraph (c), the introductory text 
of newly redesignated paragraph (d) and newly redesignated paragraph 
(e).
    The revisions read as follows.


Sec.  240.13a-14  Certification of disclosure in annual and quarterly 
reports.

    (a) Each report, including transition reports, filed on Form 10-Q, 
Form 10-QSB, Form 10-K, Form 10-KSB, Form 20-F or Form 40-F (Sec. Sec.  
249.308a, 249.308b, 249.310, 249.310b, 249.220f or 249.240f of this 
chapter) under section 13(a) of the Act (15 U.S.C. 78m(a)), other than 
a report filed by an Asset-Backed Issuer (as defined in paragraph (f) 
of this section), must include certifications in the form specified in 
paragraph (b)(31) of Item 601 of Regulation S-B [17 CFR 228.10 through 
228.702] or S-K [17 CFR 229.10 through 229.1016] and filed as Exhibit 
(31) to such report. Each principal executive officer or officers and 
principal financial officer or officers of the issuer, or persons 
performing similar functions, at the time of filing of the report must 
sign a certification.
    (b) Each periodic report containing financial statements filed by 
an issuer pursuant to section 13(a) of the Act (15 U.S.C. 78m(a)) must 
be accompanied by certifications in the form specified in 
paragraph(b)(32) of Item 601 of Regulation S-B [17 CFR 228.10 through 
228.702] or S-K [17 CFR 229.10 through 229.1016] and furnished as 
Exhibit (32) to such report. Each chief executive officer and chief 
financial officer of the issuer (or equivalent thereof) must sign a 
certification. This requirement may be satisfied by a single 
certification signed by an issuer's chief executive officer and chief 
financial officer.
    (c) A person required to provide a certification specified in 
paragraph (a) or (b) of this section may not have the certification 
signed on his or her behalf pursuant to a power of attorney or other 
form of confirming authority.
    (d) Each annual report filed by an Asset-Backed Issuer (as defined 
in paragraph (f) of this section) under section 13(a) of the Act (15 
U.S.C.

[[Page 15611]]

78m(a)) must include a certification addressing the following items: * 
* *
    (e) With respect to Asset-Backed Issuers, the certification 
required by paragraph (d) of this section must be signed by the trustee 
of the trust (if the trustee signs the annual report) or the senior 
officer in charge of securitization of the depositor (if the depositor 
signs the annual report). Alternatively, the senior officer in charge 
of the servicing function of the master servicer (or entity performing 
the equivalent functions) may sign the certification.
* * * * *
    8. By amending Sec.  240.13a-15 by:
    a. Revising paragraph (a); and
    b. Adding paragraph (c).
    The revisions read as follows.


Sec.  240.13a-15  Issuer's disclosure controls and procedures related 
to preparation of required reports.

    (a) Every issuer that has a class of securities registered pursuant 
to section 12 of the Act (15 U.S.C. 78l), other than an Asset-Backed 
Issuer (as defined in Sec.  240.13a-14(f) of this chapter), a small 
business investment company registered on Form N-5 (Sec. Sec.  239.24 
and 274.5 of this chapter), or a unit investment trust as defined in 
section 4(2) of the Investment Company Act of 1940 (15 U.S.C. 80a-
4(2)), must maintain disclosure controls and procedures (as defined in 
paragraph (c) of this section).
* * * * *
    (c) For purposes of this section, the term disclosure controls and 
procedures means controls and other procedures of an issuer that are 
designed to ensure that information required to be disclosed by the 
issuer in the reports that it files or submits under the Act (15 U.S.C. 
78a et seq.) is recorded, processed, summarized and reported, within 
the time periods specified in the Commission's rules and forms. 
Disclosure controls and procedures include, without limitation, 
controls and procedures designed to ensure that information required to 
be disclosed by an issuer in the reports that it files or submits under 
the Act is accumulated and communicated to the issuer's management, 
including its principal executive officer or officers and principal 
financial officer or officers, or persons performing similar functions, 
as appropriate to allow timely decisions regarding required disclosure.
    9. By amending Sec.  240.15d-14 by:
    a. Revising paragraphs (a) and (b);
    b. Removing paragraph (c);
    c. Redesignating paragraphs (d), (e), (f) and (g) as paragraphs 
(c), (d), (e) and (f); and
    d. Revising newly redesignated paragraph (c), the introductory text 
of newly redesignated paragraph (d) and newly redesignated paragraph 
(e).
    The revisions read as follows.


Sec.  240.15d-14  Certification of disclosure in annual and quarterly 
reports.

    (a) Each report, including transition reports, filed on Form 10-Q, 
Form 10-QSB, Form 10-K, Form 10-KSB, Form 20-F or Form 40-F (Sec. Sec.  
249.308a, 249.308b, 249.310, 249.310b, 249.220f or 249.240f of this 
chapter) under section 15(d) of the Act (15 U.S.C. 78o(d)), other than 
a report filed by an Asset-Backed Issuer (as defined in paragraph (f) 
of this section), must include certifications in the form specified in 
paragraph (b)(31) of Item 601 of Regulation S-B [17 CFR 228.10 through 
228.702] or S-K [17 CFR 229.10 through 229.1016] and filed as Exhibit 
(31) to such report. Each principal executive officer or officers and 
principal financial officer or officers of the issuer, or persons 
performing similar functions, at the time of filing of the report must 
sign a certification.
    (b) Each periodic report containing financial statements filed by 
an issuer pursuant to section 15(d) of the Act (15 U.S.C. 78o(d)) must 
be accompanied by certifications in the form specified in paragraph 
(b)(32) of Item 601 of Regulation S-B [17 CFR 228.10 through 228.702] 
or S-K [17 CFR 229.10 through 229.1016] and furnished as Exhibit (32) 
to such report. Each chief executive officer and chief financial 
officer of the issuer (or equivalent thereof) must sign a 
certification. This requirement may be satisfied by a single 
certification signed by an issuer's chief executive officer and chief 
financial officer.
    (c) A person required to provide a certification specified in 
paragraph (a) or (b) of this section may not have the certification 
signed on his or her behalf pursuant to a power of attorney or other 
form of confirming authority.
    (d) Each annual report filed by an Asset-Backed Issuer (as defined 
in paragraph (f) of this section) under section 13(a) of the Act (15 
U.S.C. 78m(a)) must include a certification addressing the following 
items: * * *
    (e) With respect to Asset-Backed Issuers, the certification 
required by paragraph (d) of this section must be signed by the trustee 
of the trust (if the trustee signs the annual report) or the senior 
officer in charge of securitization of the depositor (if the depositor 
signs the annual report). Alternatively, the senior officer in charge 
of the servicing function of the master servicer (or entity performing 
the equivalent functions) may sign the certification.
* * * * *
    10. By amending Sec.  240.15d-15 by:
    a. Revising paragraph (a); and
    b. Adding paragraph (c).
    The revisions read as follows.


Sec.  240.15d-15  Issuer's disclosure controls and procedures related 
to preparation of required reports.

    (a) Every issuer that has a class of securities registered pursuant 
to section 12 of the Act (15 U.S.C. 78l), other than an Asset-Backed 
Issuer (as defined in Sec.  240.15d-14(f) of this chapter), a small 
business investment company registered on Form N-5 (Sec. Sec.  239.24 
and 274.5 of this chapter), or a unit investment trust as defined in 
section 4(2) of the Investment Company Act of 1940 (15 U.S.C. 80a-
4(2)), must maintain disclosure controls and procedures (as defined in 
paragraph (c) of this section).
* * * * *
    (c) For purposes of this section, the term disclosure controls and 
procedures means controls and other procedures of an issuer that are 
designed to ensure that information required to be disclosed by the 
issuer in the reports that it files or submits under the Act (15 U.S.C. 
78a et seq.) is recorded, processed, summarized and reported, within 
the time periods specified in the Commission's rules and forms. 
Disclosure controls and procedures include, without limitation, 
controls and procedures designed to ensure that information required to 
be disclosed by an issuer in the reports that it files or submits under 
the Act is accumulated and communicated to the issuer's management, 
including its principal executive officer or officers and principal 
financial officer or officers, or persons performing similar functions, 
as appropriate to allow timely decisions regarding required disclosure.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    11. The authority citation for Part 249 is amended by revising the 
authority citations for ``Section 249.220f,'' ``Section 249.240f'' and 
``Section 249.331'' to read as follows:

    Authority: 15 U.S.C. 78a et seq., unless otherwise noted.
* * * * *
    Section 249.220f is also issued under secs. 3(a), 302, 404, 407 
and 906, Pub. L. 107-204, 116 Stat. 745.
    Section 249.240f is also issued under secs. 3(a), 302, 404, 407 
and 906, Pub. L. 107-204, 116 Stat. 745.
    Section 249.331 is also issued under secs. 3(a), 202, 208, 302, 
406, 407 and 906, Pub. L. 107-204, 116 Stat. 745

    12. By amending Form 10-Q (referenced in Sec.  249.308a) by 
removing the last sentence of General Instruction

[[Page 15612]]

G and by removing the ``Certifications'' section after the 
``Signatures'' section.


    Note: The text of Form 10-Q does not, and this amendment will 
not, appear in the Code of Federal Regulations.


    13. By amending Form 10-QSB (referenced in Sec.  249.308b) by 
removing the last sentence of paragraph 2 of General Instruction F and 
by removing the ``Certifications'' section after the ``Signatures'' 
section.

    Note: The text of Form 10-QSB does not, and this amendment will 
not, appear in the Code of Federal Regulations.


    14. By amending Form 10-K (referenced in Sec.  249.310) by removing 
the phrase ``(who also must provide the certification required by Rule 
13a-14 (17 CFR 240.13a-14) or Rule 15d-14 (17 CFR 240.15d-14) exactly 
as specified in this form)'' wherever it appears in the first sentence 
of paragraph (2)(a) of General Instruction D. and by removing the 
``Certifications'' section after the ``Signatures'' section and before 
the reference to ``Supplemental Information to be Furnished With 
Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which 
Have Not Registered Securities Pursuant to Section 12 of the Act.''


    Note: The text of Form 10-K does not, and this amendment will 
not, appear in the Code of Federal Regulations.


    15. By amending Form 10-KSB (referenced in Sec.  249.310b) by 
removing the phrase ``(who also must provide the certification required 
by Rule 13a-14 (17 CFR 240.13a-14) or Rule 15d-14 (17 CFR 240.15d-14) 
exactly as specified in this form)'' wherever it appears in the first 
sentence of paragraph 2 of General Instruction C. and by removing the 
``Certifications'' section after the ``Signatures'' section and before 
the reference to ``Supplemental Information to be Furnished With 
Reports Filed Pursuant to Section 15(d) of the Exchange Act By Non-
reporting Issuers.''


    Note: The text of Form 10-KSB does not, and this amendment will 
not, appear in the Code of Federal Regulations.


    16. By amending Form 20-F (referenced in Sec.  249.220f) by:
    a. Revising paragraph (e) to General Instruction B;
    b. Removing the ``Certifications'' section after the ``Signatures'' 
section and before the section referencing ``Instructions as to 
Exhibits''; and
    c. In the ``Instruction as to Exhibits'' section, redesignate 
paragraph 12 as paragraph 14 and add new paragraph 12 and paragraph 13.
    The revisions and additions read as follows.


    Note: The text of Form 20-F does not, and this amendment will 
not, appear in the Code of Federal Regulations.


Form 20-F
* * * * *
General Instructions
* * * * *

B. General Rules and Regulations That Apply to this Form.

* * * * *
    (e) Where the Form is being used as an annual report filed under 
Section 13(a) or 15(d) of the Exchange Act, provide the certifications 
required by Rule 13a-14 (17 CFR 240.13a-14) or Rule 15d-14 (17 CFR 
240.15d-14).
* * * * *
Instructions as to Exhibits
* * * * *
    12. The certifications required by Rule 13a-14(a) (17 CFR 240.13a-
14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)) exactly as set forth 
below:

Certifications*

    I, [identify the certifying individual], certify that:
    1. I have reviewed this annual report on Form 20-F of [identify 
registrant];
    2. Based on my knowledge, this report does not contain any untrue 
statement of a material fact or omit to state a material fact necessary 
to make the statements made, in light of the circumstances under which 
such statements were made, not misleading with respect to the period 
covered by this report;
    3. Based on my knowledge, the financial statements, and other 
financial information included in this report, fairly present in all 
material respects the financial condition, results of operations and 
cash flows of the registrant as of, and for, the periods presented in 
this report;
    4. The registrant's other certifying officers and I are responsible 
for establishing and maintaining disclosure controls and procedures (as 
defined in Exchange Act Rules 13a-15 and 15d-15) for the registrant and 
have:
    (a) Designed such disclosure controls and procedures to ensure that 
material information relating to the registrant, including its 
consolidated subsidiaries, is made known to us by others within those 
entities, particularly during the period in which this report is being 
prepared;
    (b) Evaluated the effectiveness of the registrant's disclosure 
controls and procedures as of a date within 90 days prior to the filing 
date of this report (the ``Evaluation Date''); and
    (c) Presented in this report our conclusions about the 
effectiveness of the disclosure controls and procedures based on our 
evaluation as of the Evaluation Date;
    5. The registrant's other certifying officers and I have disclosed, 
based on our most recent evaluation, to the registrant's auditors and 
the audit committee of registrant's board of directors (or persons 
performing the equivalent functions):
    (a) All significant deficiencies in the design or operation of 
internal controls which could adversely affect the registrant's ability 
to record, process, summarize and report financial data and have 
identified for the registrant's auditors any material weaknesses in 
internal controls; and
    (b) Any fraud, whether or not material, that involves management or 
other employees who have a significant role in the registrant's 
internal controls; and
    6. The registrant's other certifying officers and I have indicated 
in this report whether there were significant changes in internal 
controls or in other factors that could significantly affect internal 
controls subsequent to the date of our most recent evaluation, 
including any corrective actions with regard to significant 
deficiencies and material weaknesses.
 Date:-----------------------------------------------------------------

-----------------------------------------------------------------------
[Signature]
[Title]

*Provide a separate certification for each principal executive 
officer and principal financial officer of the registrant. See Rules 
13a-14 and 15d-14.

    13. (a) The certifications required by Rule 13a-14(b) (17 CFR 
240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 
1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 
1350).
    (b) A certification furnished pursuant to this item will not be 
deemed ``filed'' for purposes of Section 18 of the Exchange Act [15 
U.S.C. 78r], or otherwise subject to the liability of that section. 
Such certification will not be deemed to be incorporated by reference 
into any filing under the Securities Act or the Exchange Act, except to 
the extent that the registrant specifically incorporates it by 
reference.
* * * * *
    17. By amending Form 40-F (referenced in Sec.  249.240f) by:
    a. Revising paragraph (6) to General Instruction B; and
    b. Removing the ``Certifications'' section after the ``Signatures'' 
section.
    The revisions read as follows.


[[Page 15613]]


    Note: The text of Form 40-F does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Form 40-F
* * * * *
General Instructions
* * * * *

B. Information To Be Filed on This Form

* * * * *
    (6) Where the Form is being used as an annual report filed under 
Section 13(a) or 15(d) of the Exchange Act:
    (a)(1) Provide the certifications required by Rule 13a-14(a) (17 
CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)) as an 
exhibit to this report exactly as set forth below.

Certifications*

    I, [identify the certifying individual], certify that:
    1. I have reviewed this annual report on Form 40-F of [identify 
registrant];
    2. Based on my knowledge, this report does not contain any untrue 
statement of a material fact or omit to state a material fact necessary 
to make the statements made, in light of the circumstances under which 
such statements were made, not misleading with respect to the period 
covered by this report;
    3. Based on my knowledge, the financial statements, and other 
financial information included in this report, fairly present in all 
material respects the financial condition, results of operations and 
cash flows of the registrant as of, and for, the periods presented in 
this report;
    4. The registrant's other certifying officers and I are responsible 
for establishing and maintaining disclosure controls and procedures (as 
defined in Exchange Act Rules 13a-15 and 15d-15) for the registrant and 
have:
    (a) Designed such disclosure controls and procedures to ensure that 
material information relating to the registrant, including its 
consolidated subsidiaries, is made known to us by others within those 
entities, particularly during the period in which this report is being 
prepared;
    (b) Evaluated the effectiveness of the registrant's disclosure 
controls and procedures as of a date within 90 days prior to the filing 
date of this report (the ``Evaluation Date''); and
    (c) Presented in this report our conclusions about the 
effectiveness of the disclosure controls and procedures based on our 
evaluation as of the Evaluation Date;
    5. The registrant's other certifying officers and I have disclosed, 
based on our most recent evaluation, to the registrant's auditors and 
the audit committee of registrant's board of directors (or persons 
performing the equivalent functions):
    (a) All significant deficiencies in the design or operation of 
internal controls which could adversely affect the registrant's ability 
to record, process, summarize and report financial data and have 
identified for the registrant's auditors any material weaknesses in 
internal controls; and
    (b) Any fraud, whether or not material, that involves management or 
other employees who have a significant role in the registrant's 
internal controls; and
    6. The registrant's other certifying officers and I have indicated 
in this report whether there were significant changes in internal 
controls or in other factors that could significantly affect internal 
controls subsequent to the date of our most recent evaluation, 
including any corrective actions with regard to significant 
deficiencies and material weaknesses.
 Date:-----------------------------------------------------------------

[Signature]
[Title]

    * Provide a separate certification for each principal executive 
officer and principal financial officer of the registrant. See Rules 
13a-14(a) and 15d-14(a).

    (2)(i) Provide the certifications required by Rule 13a-14(b) (17 
CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 
1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 
1350).
    (ii) A certification furnished pursuant to this item will not be 
deemed ``filed'' for purposes of Section 18 of the Exchange Act [15 
U.S.C. 78r], or otherwise subject to the liability of that section. 
Such certification will not be deemed to be incorporated by reference 
into any filing under the Securities Act or the Exchange Act, except to 
the extent that the registrant specifically incorporates it by 
reference.
* * * * *

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

    18. The authority citation for Part 270 is amended by revising the 
authority citation for ``Section 270.30a-2'' to read as follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, and 80a-
39, unless otherwise noted.
* * * * *
    Section 270.30a-2 is also issued under 15 U.S.C. 78m, 78o(d), 
80a-8, and 80a-29, and secs. 3(a), 302, and 906, Pub. L. 107-204, 
116 Stat. 745.
* * * * *
    19. By revising the last sentence of Sec.  270.8b-15 to read as 
follows:


Sec.  270.8b-15  Amendments.

    * * * An amendment to any report required to include the 
certifications as specified in Sec.  270.30a-2(a) must include new 
certifications by each principal executive officer and principal 
financial officer of the registrant, and an amendment to any report 
required to be accompanied by the certifications as specified in Sec.  
270.30a-2(b) must be accompanied by new certifications by each chief 
executive officer and chief financial officer of the registrant.
    20. Section 270.30a-2 is revised to read as follows:


Sec.  270.30a-2  Certification of Form N-CSR.

    (a) Each report filed on Form N-CSR (Sec. Sec.  249.331 and 274.128 
of this chapter) by a registered management investment company must 
include certifications in the form specified in Item 10(a)(2) of Form 
N-CSR and filed as an exhibit to such report. Each principal executive 
officer or officers and principal financial officer or officers of the 
investment company, or persons performing similar functions, at the 
time of filing of the report must sign a certification.
    (b) Each report on Form N-CSR filed by a registered management 
investment company under Section 13(a) or 15(d) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78m(a); 15 U.S.C. 78o(d)) and that 
contains financial statements must be accompanied by certifications in 
the form specified in Item 10(b) of Form N-CSR and furnished as an 
exhibit to such report. Each chief executive officer and chief 
financial officer of the investment company (or equivalent thereof) 
must sign a certification. This requirement may be satisfied by a 
single certification signed by an investment company's chief executive 
officer and chief financial officer.
    (c) A person required to provide a certification specified in 
paragraph (a) or (b) of this section may not have the certification 
signed on his or her behalf pursuant to a power of attorney or other 
form of confirming authority.
    21. By amending Sec.  270.30a-3 by:
    a. Revising paragraph (a); and
    b. Adding paragraph (c).
    The revisions and additions read as follows.


Sec.  270.30a-3  Disclosure controls and procedures related to 
preparation of required filings.

    (a) Every registered management investment company, other than a 
small

[[Page 15614]]

business investment company registered on Form N-5 (Sec. Sec.  239.24 
and 274.5 of this chapter), must maintain disclosure controls and 
procedures (as defined in paragraph (c) of this section).
* * * * *
    (c) For purposes of this section, the term disclosure controls and 
procedures means controls and other procedures of a registered 
management investment company that are designed to ensure that 
information required to be disclosed by the investment company on Form 
N-CSR (Sec. Sec.  249.331 and 274.128 of this chapter) is recorded, 
processed, summarized, and reported within the time periods specified 
in the Commission's rules and forms. Disclosure controls and procedures 
include, without limitation, controls and procedures designed to ensure 
that information required to be disclosed by an investment company in 
the reports that it files or submits on Form N-CSR is accumulated and 
communicated to the investment company's management, including its 
principal executive officer or officers and principal financial officer 
or officers, or persons performing similar functions, as appropriate to 
allow timely decisions regarding required disclosure.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

    22. The authority citation for Part 274 is amended by revising the 
authority citation for ``Section 274.128'' to read as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise 
noted.
* * * * *
    Section 274.128 is also issued under secs. 3(a), 202, 208, 302, 
406, 407, and 906, Pub. L. No. 107-204, 116 Stat. 745.

    23. Form N-CSR (referenced in Sec. Sec.  249.331 and 274.128) is 
amended by:
    a. In General Instruction D, revising the reference ``Item 10(a)'' 
to read ``Item 10(a)(1)'';
    b. Revising paragraph 2.(a) of General Instruction F;
    c. In paragraph (c) of Item 2, revising the reference ``Item 
10(a)'' to read ``Item 10(a)(1)'';
    d. In paragraph (f)(1) of Item 2, revising the reference ``Item 
10(a)'' to read ``Item 10(a)(1)'';
    e. In paragraph (a) of Item 9, revising the reference ``Rule 30a-
2(c) under the Act (17 CFR 270.30a-2(c))'' to read ``Rule 30a-3(c) 
under the Act (17 CFR 270.30a-3(c))'';
    f. In Item 10:
    (i) The introductory text, paragraphs (a) and (b) are redesignated 
as paragraphs (a), (a)(1) and (a)(2), respectively;
    (ii) Revising newly redesignated paragraph (a) and the introductory 
text of newly redesignated paragraph (a)(2); and
    (iii) Adding new paragraph (b) and an Instruction to Item 10; and
    g. In paragraph 4 of the ``Certifications'' section in newly 
redesignated paragraph (a)(2) of Item 10, revising the reference ``Rule 
30a-2(c) under the Investment Company Act of 1940'' to read ``Rule 30a-
3(c) under the Investment Company Act of 1940''.
    The revisions and additions read as follows.

    Note: The text of Form N-CSR does not, and these amendments will 
not, appear in the Code of Federal Regulations.


Form N-CSR
* * * * *
General Instructions
* * * * *

F. Signature and Filing of Report.

* * * * *
    2.(a) The report must be signed by the registrant, and on behalf of 
the registrant by its principal executive officer or officers and its 
principal financial officer or officers.
* * * * *
Item 10. Exhibits
    (a) File the exhibits listed below as part of this Form.
* * * * *
    (a)(2) A separate certification for each principal executive 
officer and principal financial officer of the registrant as required 
by rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)), exactly as set 
forth below:
* * * * *
    (b) If the report is filed under Section 13(a) or 15(d) of the 
Exchange Act, provide the certifications required by rule 30a-2(b) 
under the Act (17 CFR 270.30a-2(b)) and Section 1350 of Chapter 63 of 
Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A 
certification furnished pursuant to this paragraph will not be deemed 
``filed'' for purposes of Section 18 of the Exchange Act (15 U.S.C. 
78r), or otherwise subject to the liability of that section. Such 
certification will not be deemed to be incorporated by reference into 
any filing under the Securities Act of 1933 or the Exchange Act, except 
to the extent that the registrant specifically incorporates it by 
reference.

Instruction to Item 10

    Letter or number the exhibits in the sequence that they appear in 
this item.
* * * * *

    By the Commission.

    Dated: March 21, 2003.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-7310 Filed 3-28-03; 8:45 am]
BILLING CODE 8010-01-P