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In our comment letter on the SEC’s proposal to modify the accelerated and large accelerated filer definitions, we express our overall support of Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires most public companies to obtain an independent audit of internal control over financial reporting (ICFR). In addition, we encourage the SEC to consider feedback from investors and preparers about the costs and benefits of external audits of ICFR and whether certain smaller reporting companies should be exempt from this requirement, as proposed. We also discuss our concerns about certain potential implementation and transition matters.