 suitable to their own circumstances.86 The Commission recognizes these concerns, but believes the benefits of the QLCC model, as described above, and the absence of any requirement that an issuer form or utilize a QLCC, justify inclusion of this alternative in the final rule. One commenter suggested that the Commission's final rules should make clear that, for a matter to be referred to a QLCC, the issuer must have a QLCC in place and is not permitted simply to establish a QLCC to respond to a specific incident.87 This comment has been addressed in Section 205.3(c), which authorizes referral only to a QLCC that has been previously formed. Commenters made a number of other suggestions regarding the QLCC provisions in the proposed rule. One commenter proposed that the Commission consider making creation of a QLCC mandatory for each issuer.88 The Commission believes that keeping the QLCC as an alternative reporting mechanism is preferable, and that attorneys should be permitted to report up-the-ladder through their chief legal officers. Another commenter suggested that the QLCC proposal be modified to remove the "noisy withdrawal" provision.89 The Commission has concluded that, in the extraordinary circumstance in which an appropriate response does not follow a QLCC's recommendation in response to evidence of a material violation, the QLCC should have the authority to take all appropriate action, including notifying the Commission, although it is not required to do so in every case. Another suggestion from a commentator was that the Commission offer a "safe harbor" for a chief legal officer who reports to a QLCC.90 The Commission has provided a form of "safe harbor" against any inconsistent standard of a state or other United States jurisdiction in Section 205.6(c), and against a private action in Section 205.7. Section 205.3(d) Issuer Confidences 205.3(d)(1) provides: (1) Any report under this section (or the contemporaneous record thereof) or any response thereto (or the contemporaneous record thereof) may be used by an attorney in connection with any investigation, proceeding, or litigation in which the attorney's compliance with this part is in issue. Paragraph (d)(1) makes clear that an attorney may use any records the attorney may have made in the course of fulfilling his or her reporting obligations under this part to defend himself or herself against charges of misconduct. It is effectively equivalent to the ABA's present Model Rule
suitable to their own circumstances.86 The Commission recognizes these concerns, but believes the benefit of the QLCC exemplar, as described above, and the absence of any requirement that an issuer form or use a QLCC, justify inclusion of this alternative in the concluding principle. One commenter suggested that the Commission's concluding rule should make absolved that, for a matter to be referred to a QLCC, the issuer must get a QLCC in place and is not permitted simply to establish a QLCC to respond to a specific incident.87 This comment has been address in Section 205.3(c), which authorizes referral only to a QLCC that has been previously formed. Commenters name a number of other suggestions regarding the QLCC commissariat in the proposed rule. One commenter proposed that the Commission consider making initiation of a QLCC mandatory for each issuer.88 The Commission believes that keeping the QLCC as an alternative reporting mechanism is preferable, and that attorneys should be permitted to report up - the - ladder through their chief legal officers. Another commenter suggested that the QLCC proposal be modified to remove the " noisy withdrawal " provision.89 The Commission has concluded that, in the extraordinary circumstance in which an appropriate response does not keep up a QLCC's recommendation in response to evidence of a material rape, the QLCC should get the authority to take all appropriate action, include notifying the Commission, although it is not required to do so in every shell. Another suggestion from a commentator was that the Commission offer a " safe harbor " for a chief legal officer who report to a QLCC.90 The Commission has provided a form of " safe harbor " against any discrepant standard of a state of matter or other United States jurisdiction in Section 205.6(c), and against a private action in Section 205.7. incision 205.3(d) Issuer Confidences 205.3(d)(1) provides: (1) Any report under this section (or the coetaneous record thence) or any response thereto (or the contemporaneous record thereof) may be used by an lawyer in connection with any investigation, proceeding, or litigation in which the attorney's compliance with this part is in topic. Paragraph (d)(1) makes clean that an attorney may practice any records the attorney may have made in the class of fulfilling his or her report obligations under this function to defend himself or herself against charges of misconduct. It is effectively equivalent to the ABA's present Model Rule
 sultable to their own circmmstances.86 The Commissioi recoghizes thdse concerns, but believes thx bebefitw of the QLCC model, as describef above, qnd uhe absence of anb requircient bhat cn issuer form ot utilize a XLCC, justify itcuudion of this alternative in the finwl rule. Oje commenter soggesued thaf the Commission's final rules shoumd make clear that, fpr a matter to be referred to w QLCC, the issuer lust have a QLCS in place ana is not ptrkitted simkly to establish a QLCC to respovd to a specifix unclgent.87 This cimmenn has been addressed hn Sectoon 205.3(c), which aubhorives eeferral only to a QLRC that has been prediously fmrjed. Commenters maee a nukber of urhef shgjesfions gegerding the SLCC provisuons in the proposec wlke. One commehter pwo[osed that the Commission consider makitg dreation of a QLCC mandqtory for each issuer.88 The Commyssion believes that keeping the QLCC as an altertativx fepirbing nefhanism is preferable, and that attorneys shoujs ne permitted to veport up-the-ladder tjrpogh their chiew legal orficers. Another colmenter suggwsted thau the QLCC proposal be modified ro remove thv "nousy withdrawal" prorision.89 The Cummixsion has concluded that, in che exfraordinary circumstzvce in which an xppgoprhate reskunse does not foljow a QLCR's reeommendagion in refponse to fvidekwe of a material vlolatnon, tve QLCC shluld have the authority to take all appropriaje dctpon, inclubing nptifying the Sommission, altkough it is nut requires to do so in everr case. Anothes suggestion hrom a coimenratoe was tfxt the Commissoon offer a "safe haebor" for a chief lcgal urficer who repoxus uo a QLCC.90 The Cokmirsijn hes prjeided a form of "rafd harbur" against cnh invonsistent standard mf a state or other Unotcd States jurisdistion in Sectoon 205.6(c), and against w pritate artion on Fection 205.7. Section 205.3(d) Issuer Confjdences 205.3(d)(1) prjvides: (1) Any wepovt ugder this xection (or the contemporaneous record tiereof) or any response rhereto (or the contgmppraneous rerord trereof) maf be used by an attoeney in connectiok with any investigatikn, proweedijg, or litigation in which the attorney's compliance with this part is in iwsue. Perwgraph (d)(1) maies vlear tkat an ateornxy may use any recprds the attorney may have made in the wobrse of fulfilling his or her rdporting oblieations under this part fo defenc himself or herself against chsrges of misconduct. It ix effectuvely equivalenv to the ABA's preseny Moden Rulw
suitable to their own circumstances.86 The Commission concerns, believes the of the QLCC the of any requirement an issuer form utilize a QLCC, justify inclusion of alternative in the final rule. One commenter suggested that the Commission's final rules make clear that, for a matter to be referred to a QLCC, the must a in and is not permitted simply to establish a QLCC to respond to a specific incident.87 This has been addressed in Section 205.3(c), which authorizes only to a QLCC has been previously formed. Commenters a of other regarding QLCC in the proposed One commenter proposed that the Commission consider making creation of a QLCC mandatory for each issuer.88 The believes that QLCC as alternative mechanism preferable, and that be permitted to report up-the-ladder through officers. Another commenter suggested that the QLCC proposal modified to the "noisy withdrawal" provision.89 The Commission concluded that, in the extraordinary circumstance in which appropriate response does not follow a QLCC's recommendation in response to evidence of a material QLCC should have the to take all action, notifying Commission, it is required to do so in every case. Another suggestion from a was that the Commission offer a "safe harbor" for a officer reports to a The Commission has provided form "safe harbor" against any of state States in 205.6(c), and against a action in Section 205.7. Section Issuer Confidences 205.3(d)(1) provides: section (or the contemporaneous record thereof) or any thereto (or the contemporaneous record thereof) may used by an attorney in connection with any investigation, proceeding, or litigation which the with this part is in issue. Paragraph (d)(1) clear that an attorney use any records the attorney may have made in course fulfilling his her reporting obligations this part to himself or herself of misconduct. is equivalent present Model Rule
 suitable to their own circumsTances.86 The COmmisSioN reCoGnizEs thEse concerns, but BElieVes the benefits of the QLCc modeL, aS DescRIbEd aboVe, and thE AbSENce Of AnY reQuIReMent tHat An issueR form or utiLizE a qLCC, justify iNClUsion of thiS alTernative in tHe fInal ruLe. one COmmenTer SuggeSted thAT the CoMmission's FiNAl ruleS Should mAKE cLear That, for a matter to bE ReFErred to a QLCC, thE issueR mUSt HAVe a qLCc in place anD iS not pERmitted SImPLY To eSTablish a QLCC tO respond to a SPecIfic inCiDenT.87 this coMment HaS BeeN addressed iN SecTion 205.3(c), whicH authoRIzes refERral onlY to a QLcC tHat Has bEEn PrEviOuSLy fORmEd. COMmeNters madE a NuMber oF othER SUGgesTioNs reGardiNg the QLCC provIsiOns iN The PropoSed ruLe. OnE cOmmenTer proPosed ThAt the Commission ConsIder makinG crEaTioN oF a QLCc MandatOry For Each issUer.88 The COMmiSsION BeLieves that keeping tHe qlcC As an alteRnativE RePoRTing mechAnIsm Is prEFErablE, and THaT attorneYs shouLD bE pErmitteD tO reporT uP-thE-laDder tHRougH their Chief legAl offICers. Another comMEnter suggesteD ThAT ThE qLCC ProPosal be modiFied TO remOve tHE "nOisY WithdRawal" PrOViSIon.89 The Commission has CoNcludeD that, In the extraordInary circuMSTAnce in whIch aN ApPRopriate responSe doeS not follow A qLCC's recOmmenDation in Response tO EVidence oF a mAteRiaL viOLAtIon, the QLCC shoULD havE tHe authoRitY to take All AppRopRiaTe Action, incLuding noTiFyInG tHe COmmisSIon, althoUgH it Is Not RequiREd to do So in eVery CaSe. aNotHer suggEStION froM a CoMmenTatOr Was thAt thE comMission Offer a "safE haRBor" fOr A cHief legAl officer who rEpOrts to a QLCc.90 THe COmmissION has provIded a form of "safe harbor" agAInst any IncOnsisTent Standard oF a sTate or OthER UniteD StateS juriSdIctION in SeCTIoN 205.6(c), aNd Against a prIVAte ActioN iN SecTion 205.7. SecTion 205.3(d) Issuer ConfideNCes 205.3(D)(1) provides: (1) Any rEpoRt unDER tHis SEcTIon (Or THe cONTemporaneous recOrd thereof) Or ANy Response thERetO (oR the conTemporaNeous REcord thEreof) may bE used by an AtTornEY In cOnnection wIth any inVestigatiON, procEEdIng, or LitIgatioN iN whIch thE attorNEy's ComplIance wItH this pArt is In Issue. ParAgraph (d)(1) makes clear that an AttornEy may Use Any recordS thE AttOrney may hAve mAde in the coUrsE of FulfiLliNG his oR her REpOrtINg oblIgatIOns under tHIs ParT TO dEfend himselF OR HerSelf aGaiNSt charGes oF misconduct. It is efFEctively equivaLent TO The aBA'S PresEnT Model Rule
 suitable to their own cir cumstances .86 T heCom mi ssio n re cognizes these conc erns, but believes the  bene fi t s of th e QLC C model ,  a s des cr ib edab o ve , and  th e absen ce of anyreq ui rement thata nissuer for m o r utilize aQLC C, jus ti fyi nclus ion  of t his al t ernati ve in the  f i nal ru l e. Onec o mm ente r suggested thatt he Commission's f inal r ul e ss h oul d m ake clearth at, f o r a mat t er t o  be referred to a  QLCC, thei ssu er mus thav e  a QLC C inpl a ceand is notperm itted sim ply to establi s h a QLC C to r esp ond  toa  s pe cif ic inc i de nt. 8 7 T his comm en thas b eena d d r esse d i n Se ction  205.3(c), wh ich  aut h ori zes r eferr al o nl y toa QLCC  that  h as been previou slyformed. C omm en ter smadea  numbe r o f o ther su ggestio n s r eg a r d in g the QLCC provisi on s in  the pro posedr ul e. One comm en ter  pro p o sed t hatt he  Commiss ion co n si de r makin gcreati on  of  aQLCCm anda tory f or eachissue r .88 The Commis s ion believest ha t ke e ping  th e QLCC as a n al t erna tive re por t ing m echan is m  i s  preferable, and th at  attor neysshould be per mitted tor e p ort up-t he-l a dd e r through thei r chi ef legal o f ficers.Anoth er comme nter sugg e s ted that  th e Q LCC  pr o p os al be modifie d to r em ove the  "n oisy wi thd raw al"  pr ov ision.89The Comm is si on  h asconcl u ded that ,inth e e xtrao r dinary  circ umst an ce inwhich a n  a p p ropr ia te  res pon se  does  not fol low a Q LCC's rec omm e ndat io nin resp onse to evide nc e of a mat er ial  viola t i on, theQLCC should have the au t horitytotakeallappropria teaction , i n cludin g noti fying  t heC o mmiss i o n,  al th ough it is n otrequi re d to  do soin every case. Ano t her  suggestion f rom  a c o m me nta t or was  t h att h e Commission of fer a "saf eh ar bor" for a chi ef  legalofficer  whor eportsto a QLCC .90 The C om miss i o n h as provide d a form  of "safe harbo r "again stany in co nsi stent  stand a rdof astateor  other  Unit ed  Statesjurisdiction in Section  205.6 (c),and  againsta p r iva te action  inSection 20 5.7 . S ectio n 2 0 5.3(d ) Is s ue r C o nfide nces 205.3(d)( 1 )pro v i de s: (1) Anyr e p ort  unde r t h is sec tion  (or the contempo r aneous recordther e o f)ora ny r es ponse thereto(or  t h e  contemp or aneous reco rd there of )  maybe use d by a n attor n e yi n conn ecti onwith anyinv es t igation ,pr o ceedin g, o rlitiga tion i n  whi c h  the attorney'scompl i a nce w i ththispa rt is i n  iss ue. Paragr aph (d)(1)makesclea r tha t an at to rney m ayus e any reco r ds the at torne y may h av e ma dein the  cou r s e offulf il lin g his orh e rr ep or t ing  obl igati on s un der thisp art to d efe n d himse lf  or h erself ag a i nst charge s o f mis c o nduct. Iti s ef f ec t ively  equiv alentto theA BA' spresent  Mo d e l Rule
 suitable_to their_own circumstances.86 The Commission_recognizes these_concerns,_but believes_the_benefits of the_QLCC model, as_described above, and the_absence of any_requirement_that an issuer form or utilize a QLCC, justify inclusion of this alternative in_the_final rule._One_commenter_suggested that the Commission's final_rules should make clear that,_for a_matter to be referred to a QLCC, the_issuer_must have a_QLCC in place and is not permitted simply to_establish a QLCC to respond to_a specific incident.87_This_comment_has been addressed in_Section 205.3(c), which authorizes referral only_to a QLCC that has been_previously formed. Commenters made a number of_other suggestions regarding the QLCC provisions_in the proposed rule. One_commenter proposed_that the Commission consider making_creation of a_QLCC mandatory_for each issuer.88_The Commission believes that keeping the_QLCC as an_alternative reporting mechanism is preferable, and_that_attorneys should be_permitted_to_report up-the-ladder_through their chief_legal_officers. Another_commenter_suggested that the QLCC proposal be_modified_to remove the "noisy withdrawal" provision.89 The_Commission has concluded that,_in_the extraordinary circumstance in_which an appropriate response does_not follow a QLCC's recommendation in_response to_evidence of_a material violation, the QLCC should have the authority to take_all appropriate action, including notifying the_Commission, although it is_not required_to_do so in_every_case. Another_suggestion from a commentator was that the_Commission offer_a "safe harbor" for a chief_legal officer who reports_to_a QLCC.90 The Commission has provided_a form of "safe harbor" against_any inconsistent standard of a_state_or_other United States jurisdiction in_Section 205.6(c), and against a private_action in Section_205.7. Section 205.3(d) Issuer Confidences 205.3(d)(1) provides:_(1)_Any report under this section (or_the_contemporaneous record thereof) or any response_thereto_(or_the contemporaneous record thereof) may_be used by an attorney in_connection with any investigation, proceeding, or litigation in which_the attorney's compliance_with this part is in_issue._Paragraph_(d)(1) makes clear that an attorney may use any records_the attorney_may have made_in the course of fulfilling his or her reporting obligations_under this part to defend himself or_herself against charges of misconduct. It is effectively equivalent to the_ABA's present Model Rule