From: jimaudit@att.net
Sent: Wednesday, December 04, 2002 11:59 AM
To: rule-comments@sec.gov
Subject: File No. S7-40-02

My concern revolves around joint ventures (JV) and the requirements of 
Sarbanes-Oxley Act of 2002 (S&O) for certification of Internal Controls.  JV's 
may fall under the section below not requiring financial experts and be too 
small to have their own internal audit departments.  Burdening a JV with this 
type of administrative overhead may be too much for a JV to handle but investor 
confidence in the overall needs to be reinforced.   Joint Venture accounting is 
clear and can (will) be accounted for properly and signed off as part of a 
financial audits,  however the control aspects of the JV's may fall under the 
radar screen of the S&O Act.

How is this being addressed in the S&O proposal?

Please accept my apologies up front I have never provided a responses before 
and I am not certain of the format, requirements etc.  I applaud your efforts 
to allow individuals, the opportunity to respond, I hope this is already 
considered in the proposed legislation.  

Potential solutions can be devised if there are requirements under S&O which 
would not be a burden to the JV itself.

Regards, 
James A. Miele

Below is an excerpt from the S&O proposal on the SEC website:

"Some companies do not have boards of directors and therefore do not have
 board audit committees. For example, some limited liability companies and 
limited partnerships that do not have a corporate general partner may not have 
an oversight body that is the equivalent of an audit committee. It may be 
important to investors to be aware that such entities do not have such 
oversight bodies.
Therefore, we do not propose to exempt these entities from the proposed
financial expert disclosure requirements. If a limited liability company or 
limited partnership does not have a similar oversight body, it must explain 
that its organizational structure does not provide for such a body and that it 
therefore does not have an audit committee. We do, however, propose to exempt
asset-backed issuers from this proposed disclosure requirement. Because of the
nature of these entities, such issuers are subject to substantially different
reporting requirements. Most significantly, such issuers are not required to 
file financial statements like other companies. Therefore, we do not believe
disclosure of whether such companies have a financial expert on its audit
committee would be of interest to investors."