This template SAS 72 auditor representation letter (also referred to as an underwriter representation letter or auditor representation letter) may be delivered by financial intermediaries or certain other participants in securities offerings to an issuer's independent accountants to request a SAS 72 comfort letter. This template includes practical guidance, drafting notes, and an alternate clause. A named underwriter for an offering registered under the Securities Act of 1933, as amended (Securities Act), does not need to provide an SAS 72 auditor representation letter to receive a SAS 72 comfort letter because the comfort letter supports the due diligence defense provided to underwriters of registered offerings by Section 11 of the Securities Act (15 U.S.C. ยง 77k). Participants, other than named underwriters (e.g., selling securityholders or sales agents), in registered offerings, and financial intermediaries (e.g., initial purchasers or placement agents) in certain unregistered ...