Page 617 - Auditing Standards

As of December 15, 2017
[Name of Financial Intermediary]

.08 When one of the parties identified in paragraphs .03, .04, and .05 requests a comfort letter and has
provided the accountants with the representation letter described above, the accountants should refer in the
comfort letter to the requesting party's representations (see example P [paragraph .64]).

.09 When one of the parties identified in paragraphs .03, .04, or .05, other than an underwriter or other
party with a due diligence defense under section 11 of the Act, requests a comfort letter but does not provide
the representation letter described in paragraphs .06 and .07, accountants should not provide a comfort letter

but may provide another form of letter. In such a letter, the accountants should not provide negative
assurance on the financial statements as a whole, or on any of the specified elements, accounts, or items
thereof. The other guidance in this section is applicable to performing procedures in connection with a letter

and on the form of the letter (see paragraphs .36 through .43 and .54 through .60). Example Q in the
Appendix [paragraph .64] provides an example of a letter issued in such a situation. Any such letter should
include the following statements:

a. It should be understood that we have no responsibility for establishing (and did not establish) the
scope and nature of the procedures enumerated in the paragraphs above; rather, the procedures

enumerated therein are those the requesting party asked us to perform. Accordingly, we make no
representations regarding questions of legal interpretation or regarding the sufficiency for your
7
purposes of the procedures enumerated in the preceding paragraphs; also, such procedures would
not necessarily reveal any material misstatement of the amounts or percentages listed above as set

forth in the offering circular. Further, we have addressed ourselves solely to the foregoing data and
make no representations regarding the adequacy of disclosures or whether any material facts have
been omitted. This letter relates only to the financial statement items specified above and does not

extend to any financial statement of the company taken as a whole.

b. The foregoing procedures do not constitute an audit conducted in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Had we performed additional

procedures or had we conducted an audit or a review of the company's [give dates of any interim
financial statements] consolidated financial statements in accordance with the standards of the
Public Company Accounting Oversight Board, other matters might have come to our attention that

would have been reported to you.

c. These procedures should not be taken to supplant any additional inquiries or procedures that you
would undertake in your consideration of the proposed offering.

d. This letter is solely for your information and to assist you in your inquiries in connection with the
offering of the securities covered by the offering circular, and it is not to be used, circulated, quoted,

614