Page 681 - Auditing Standards

As of December 15, 2017
12 Except when the context otherwise requires, the word underwriter (or certain other requesting parties, as

described in paragraphs .03, .04, and .05), as used in this section refers to the managing, or lead, underwriter,
who typically negotiates the underwriting agreement for a group of underwriters whose exact composition is not
determined until shortly before a registration statement becomes effective. In competitive bidding situations in
which legal counsel for the underwriters acts as the underwriters' representative prior to opening and acceptance
of the bid, the accountants should carry out the discussions and other communications contemplated by this
section with the legal counsel until the underwriter is selected.

13 When the accountants have been requested to provide negative assurance on interim financial information

or capsule financial information and the procedures required for an AS 4105, Reviews of Interim Financial
Information, review have been performed, those procedures need not be specified. See paragraphs .37 through
.41.

14 In the absence of any discussions with the underwriter, the accountants should outline in the draft letter

those procedures specified in the underwriting agreement that they are willing to perform. In that event, the
sentence to which this footnote refers should be revised as follows: "In the absence of any discussions with
[name of underwriter], we have set out in this draft letter those procedures referred to in the draft underwriting
agreement (of which we have been furnished a copy) that we are willing to follow."

15 Regulation S-X, "Form and Content of and Requirements for Financial Statements, Securities Act of 1933,
Securities Exchange Act of 1934, Public Utility Holding Company Act of 1935, Investment Company Act of 1940,
and Energy Policy and Conservation Act of 1975."

16 Regulation S-K, "Standard Instructions for Filing Forms Under Securities Act of 1933, Securities Exchange
Act of 1934 and Energy Policy and Conservation Act of 1975."

17 An example of an appropriate form of address for this purpose is "The Blank Company and XYZ &

Company, as Representative of the Several Underwriters."

18 The accountants may also refer in the opening paragraph to expansions of their report that do not affect
their opinion on the basic financial statements, for example, expansions of their report regarding (a) interim
financial information accompanying or included in the notes to audited financial statements (see AS 4105.50) or
(b) required supplementary information described in paragraphs .08 through .11 of AS 2705, Required
Supplementary Information. See paragraph .30 of this section.

19 The accountants need not refer to or discuss explanatory paragraphs covering consistency of application of
accounting principles.

20 See AS 3110.03 through .08.

21 Except for a review report on management's discussion and analysis (MD&A), the accountants should not
refer to or attach to the comfort letter any restricted use report, such as a report on agreed-upon procedures.

678