Page 614 - Auditing Standards

As of December 15, 2017

AS 6101: Letters for Underwriters and Certain Other

Requesting Parties

Interpretations of AS 6101: AI 27

Summary Table of Contents

.01 Introduction

.03 Applicability

.11 General

.22 Guidance on the Format and Contents of Comfort Letters

.63 Effective Date

.64 Appendix - Examples

Introduction

.01 This section provides guidance to accountants for performing and reporting on the results of
engagements to issue letters for underwriters and certain other requesting parties described in and meeting
the requirements of paragraph .03, .04, or .05 (commonly referred to as "comfort letters") in connection with
financial statements and financial statement schedules contained in registration statements filed with the

Securities and Exchange Commission (SEC) under the Securities Act of 1933 (the Act) and other securities
offerings. In paragraph .09, this section also provides guidance to accountants for performing and reporting on
the results of engagements to issue letters for certain requesting parties, other than underwriters or other

parties with a due diligence defense under section 11 of the Act, that are described in, but do not meet the
requirements of, paragraph .03, .04, or .05.

.02 The service of accountants providing letters for underwriters developed following enactment of the
Act. Section 11 of the Act provides that underwriters, among others, could be liable if any part of a registration
statement contains material omissions or misstatements. The Act also provides for an affirmative defense for

underwriters if it can be demonstrated that, after a reasonable investigation, the underwriter has reasonable
grounds to believe that there were no material omissions or misstatements. Consequently, underwriters

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