Page 668 - Auditing Standards

As of December 15, 2017
AT section 301, Financial Forecasts and Projections, presentation guidelines or on whether the underlying

assumptions provide a reasonable basis for the presentation. Furthermore, there will usually be
differences between the forecasted and actual results, because events and circumstances frequently do
not occur as expected, and those differences may be material. We make no representations about the
sufficiency of such procedures for your purposes. Had we performed additional procedures or had we

made an examination of the forecast in accordance with the standards of the Public Company Accounting
Oversight Board, matters might have come to our attention that would have been reported to you.

Example P: A Typical Comfort Letter in a Non-1933 Act Offering, Including the
Required Underwriter Representations

17. Example P is applicable when a comfort letter is issued in a non-1933 Act offering. The underwriter has
given the accountants a letter including the representations regarding their due diligence review process, as
described in paragraphs .06 and .07, and the comfort letter refers to those representations. In addition, the

example assumes that the accountants were unable, or were not requested, to perform an AS 4105 review of
a subsequent interim period and therefore no negative assurance has been given. See paragraph .47.

November 30, 19X5

[Addressee]

Dear Sirs:

We have audited the balance sheets of Example City, Any State Utility System as of June 30, 19X5 and
19X4, and the statements of revenues, expenses, and changes in retained earnings and cash flows for the

years then ended, included in the Official Statement for $30,000,000 of Example City, Any State Utility
System Revenue Bonds due November 30, 19Z5. Our report with respect thereto is included in the Official
Statement. This Official Statement, dated November 30, 19X5, is herein referred to as the Official

Statement.

This letter is being furnished in reliance upon your representation to us that—

a. You are knowledgeable with respect to the due diligence review process that would be performed
if this placement of securities were being registered pursuant to the Securities Act of 1933 (the

Act).

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