Page 623 - Auditing Standards

As of December 15, 2017

Dating

.23 The letter ordinarily is dated on or shortly before the effective date (that is, the date on which the

registration statement becomes effective). On rare occasions, letters have been requested to be dated at or
shortly before the filing date (that is, the date on which the registration statement is first filed with the SEC).
The underwriting agreement ordinarily specifies the date, often referred to as the "cutoff date," to which

certain procedures described in the letter are to relate (for example, a date five days before the date of the
letter). The letter should state that the inquiries and other procedures described in the letter did not cover the
period from the cutoff date to the date of the letter.

.24 An additional letter may also be dated at or shortly before the closing date (that is, the date on which
the issuer or selling security holder delivers the securities to the underwriter in exchange for the proceeds of
the offering). If more than one letter is requested, it will be necessary to carry out the specified procedures

and inquiries as of the cutoff date for each letter. Although comments contained in an earlier letter may, on
occasion, be incorporated by reference in a subsequent letter (see example C [paragraph .64]), any
subsequent letter should relate only to information in the registration statement as most recently amended.

Addressee

.25 The letter should not be addressed or given to any parties other than the client and the named

underwriters, 17 broker-dealer, financial intermediary or buyer or seller. The appropriate addressee is the
intermediary who has negotiated the agreement with the client, and with whom the accountants will deal in
discussions regarding the scope and sufficiency of the letter. When a comfort letter is furnished to other
accountants, it should be addressed in accordance with the guidance in this paragraph and copies should be

furnished to the principal accountants and their client.

Introductory Paragraph

.26 It is desirable to include an introductory paragraph similar to the following:

We have audited the [identify the financial statements and financial statement schedules] included
(incorporated by reference) in the registration statement (no. 33-00000) on Form __________ filed by the
company under the Securities Act of 1933 (the Act); our reports with respect thereto are also included

(incorporated by reference) in that registration statement. The registration statement, as amended as of
______________, is herein referred to as the registration statement.

.27 When the report on the audited financial statements and financial statement schedules included

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