It must include representations that the audit is conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) for issuers or U. GAAS for non-issuers (with certain exceptions noted in Section 4210.4).Audit reports on non-issuer financial statements may, but are not required to, refer to PCAOB standards, except in certain cases.In considering this standard, the SEC looks in the first instance to whether a relationship or the provision of a service: (a) creates a mutual or conflicting interest between the accountant and the audit client; (b) places the accountant in the position of auditing his or her own work; (c) results in the accountant acting as management or an employee of the audit client; or (d) places the accountant in a position of being an advocate for the audit client.

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Registrants should consult with CF-OCA prior to filing any S-X 3-10(g) financial statements that are not audited by a PCAOB- registered firm.

The audited balance sheet of a non-issuer general partner that is included in a transactional filing or registration statement of a limited partnership issuer is not required to be audited by a PCAOB registered firm.

The PCAOB has also issued certain independence and ethics rules, which are part of its adopted standards. Compliance with these rules is required to issue a PCAOB opinion.

S-X 2-01 is designed to ensure that auditors are qualified and independent both in fact and in appearance.

The staff will consider all relevant factors in questioning the location from which the audit report was rendered.

Questions regarding independence should be directed to OCA.

The other auditor must register with the PCAOB if it meets the “substantial role” threshold defined in PCAOB Rule 1001(p)(ii) in the audit of the issuer, regardless of whether the principal auditor refers to the work of the other auditor.

The report must contain clear statements as to the scope of the audit.

If a principal auditor makes reference to the work of the other auditor in the principal auditor’s report on either the financial statements or ICFR, the separate report of the other auditor shall be filed.

[S-X 2-05]If a principal auditor makes reference to the work of the other auditor in the principal auditor’s report, the other auditor must comply with all requirements with which the principal auditor must comply, with the exception of PCAOB registration when the other auditor does not meet the “substantial role” threshold defined in PCAOB Rule 1001(p)(ii) in the audit of the issuer.

The audit report also is not required to refer to PCAOB standards.