case.'' \173\ BDA reasoned that, ``[a]s a practical matter, conflicts
of interest tend to be specific to dealers in that each dealer has
specific arrangements that create the conflict,'' yet the disclosures
of only the syndicate manager's dealer-specific conflicts of interest
are sufficient, because ``the role of co-manager does not entail the
kind of active discussions with an issuer to merit disclosure by all
co-managers of their specific conflicts.'' \174\
---------------------------------------------------------------------------

    \173\ BDA Letter II, at p. 3.
    \174\ Id.
---------------------------------------------------------------------------

    The MSRB understands BDA's concern that continuing to require co-
managing underwriters to deliver their dealer-specific disclosures may
not advance the goal of seeking to reduce the volume of disclosures to
issuers.\175\ The MSRB, however, continues to be persuaded by comments
to the Concept Proposal and the Request for Comment that non-
boilerplate disclosures regarding specific material conflicts of
interest must be received by an issuer from each underwriter in the
syndicate. While the general uniformity of the standard disclosures and
the transaction-specific disclosures lend themselves to a single
delivery in most circumstances, the MSRB believes that the relative
uniqueness of the dealer-specific disclosures require a delivery
obligation on the part of each co-managing underwriter. A co-managing
underwriter's failure to deliver such disclosures could result in an
issuer being unable to fully evaluate such co-managing underwriter's
engagement in the syndicate and to make any appropriate disclosures to
investors about the municipal securities offering. Accordingly, the
MSRB declines to incorporate BDA's suggestion into the proposed rule
change that only the syndicate manager is obligated to deliver the
dealer-specific disclosures. Relatedly, the proposed rule change would
not amend the guidance that, while each co-managing underwriter in the
syndicate must disclose any applicable dealer-specific conflicts of
interest, a co-managing underwriter has no obligation to affirmatively
disclose in writing the absence of such conflicts.\176\
---------------------------------------------------------------------------

    \175\ The MSRB also notes that pursuant to the existing
requirements under the 2012 Interpretive Notice and the FAQs, a co-
managing underwriter would not have an obligation to deliver an
affirmative statement in writing to the issuer indicating that no
such dealer-specific conflicts exist, although a co-managing
underwriter is not prohibited from doing so. The MSRB believes that
one benefit of not requiring a co-managing underwriter to deliver
such a disclosure is that issuers should be able to focus on the
dealer-specific disclosures it does receive.
    \176\ For the avoidance of doubt, the proposed rule change would
preserve the ability of an underwriter to deliver an affirmative
statement providing that the underwriter does not have an actual
material conflict of interest or potential material conflicts of
interest subject to disclosure. Moreover, the proposed rule change
incorporates the reminder in the Implementation Guidance that
underwriters are obligated to disclose such conflicts of interest
arising after the time of engagement with the issuer.
---------------------------------------------------------------------------

3. Clarifying That an Underwriter That Becomes a Syndicate Manager is
Not Required To Make the Standard Disclosures and Transaction-Specific
Disclosures on Behalf of Co-Managing Underwriters
    SIFMA's response to the Request for Comment ``welcome[d] this
proposal to reduce oftentimes duplicative disclosures to issuers,'' but
also requested certain refinements to it.\177\ Specifically, SIFMA was
concerned that the proposed change would require the syndicate manager
to ``affirmatively state'' that the standard disclosures are provided
``on behalf of the other syndicate members.'' \178\ SIFMA suggested
that this would be problematic in instances when an underwriter may
need to provide the disclosures in order to meet the deadlines proposed
in the 2012 Interpretive Notice, but co-managing

underwriters have not yet been appointed and/or the underwriter is
uncertain whether such a syndicate will be formed. SIFMA encouraged the
MSRB to reconsider this ``on behalf of'' language to ensure that an
underwriter is not required to suggest the appointment of co-managing
underwriters in such instances or, presumably, to otherwise provide
disclosures on behalf of a non-existent or still-forming syndicate.
---------------------------------------------------------------------------

    \177\ SIFMA Letter II, at pp. 8-9.
    \178\ Id.
---------------------------------------------------------------------------

    Similarly, BDA encouraged the MSRB to clarify the timing of a
syndicate manager's delivery of disclosures, requesting specifics
regarding the scenario in which an ``underwriter may deliver the
standard disclosures and transaction-specific disclosures well before a
syndicate is formed.'' \179\ BDA stated that the amendments should
``clarify that standard disclosures and transaction-specific
disclosures delivered by a syndicate manager can be delivered before a
syndicate is formed and that the syndicate manager is not required to
deliver new disclosures after a syndicate is formed or new syndicate
members are added.'' \180\
---------------------------------------------------------------------------

    \179\ BDA Letter II, at p. 3.
    \180\ Id.
---------------------------------------------------------------------------

    The MSRB is persuaded by the scenarios that SIFMA and BDA describe
and believes that requiring a syndicate manager to make the standard
disclosures and the transaction-specific disclosures ``on behalf of ''
the other members of the syndicate may unnecessarily be understood as
requiring underwriters to deliver disclosures on behalf of non-existent
syndicate members or otherwise defeat the purpose of the retrospective
review by requiring an underwriter to re-deliver disclosures that had
been provided, but delivered without such ``on behalf of'' language, in
order to fulfill the dealer's fair dealing obligations to the
issuer.\181\ Accordingly, the proposed rule change would strike the ``
on behalf of'' language as generally proposed in the Request for
Comment and would expressly clarify that, in those instances in which
an underwriter has provided the standard disclosures and/or
transaction-specific disclosures prior to the formation of the
syndicate, it would suffice that the disclosures have been delivered
and no affirmative statement that such disclosures are made ``on behalf
of'' any future co-managing underwriter would be necessary.\182\
---------------------------------------------------------------------------

    \181\ Here, the MSRB contemplates scenarios in which an
underwriting syndicate unexpectedly forms subsequent to the delivery
of the standard disclosures and/or transaction-specific disclosures
and desires to clarify that underwriters are not obliged to re-
deliver such disclosures ``on behalf of'' the syndicate in order to
meet their fair dealing obligations. The proposed rule change is
intended to clarify that a syndicate manager is not required to re-
deliver any disclosures previously provided to an issuer upon the
subsequent or concurrent formation of a syndicate. Notwithstanding
this obligation, and for the avoidance of doubt, to the extent that
the content of those disclosures may need to be supplemented or
amended to account for a change in circumstances, an underwriter is
still permitted to deliver such a supplement or amendment. As stated
in the FAQs, ``unless directed otherwise by an issuer, an
underwriter may update selected portions of disclosures previously
provided so long as such updates clearly identify the additions or
deletions and are capable of being read independently of the prior
disclosures.''
    \182\ The proposed rule change is intended to similarly permit a
syndicate manager to provide the standard disclosures and/or
transaction-specific disclosures concurrent with or after the
formation of the syndicate without the reference to the ``on behalf
of'' language.
---------------------------------------------------------------------------

iv. Alternative to the Transaction-by-Transaction Delivery of the
Disclosures as Proposed in the Request for Comment
    As further described above, the MSRB incorporated proposed
amendments to the 2012 Interpretive Notice in the Request for Comment
that permitted underwriters to provide standard disclosures to an
issuer one time and then subsequently refer to and reconfirm those
disclosures.\183\ The MSRB received specific comments from GFOA, NAMA,
the City of San Diego, and SIFMA regarding this proposal and each
comment was generally critical of the MSRB's proposed approach. GFOA's
comment on the Request for Comment stated that the MSRB's proposal is
``problematic'' and encouraged the MSRB to adopt an approach
``mandat[ing] that disclosures are provided to issuers for each
transaction, to ensure that the issuers are aware of the fair dealing
requirement for each issuance of securities.'' \184\ Similarly, NAMA
opposed any amendments that would eliminate the requirement for
underwriters to provide disclosures for each transaction or otherwise
allowed underwriters to reference back to previously provided
disclosures. The City of San Diego agreed, stating that ``[i]t is most
straight forward to require disclosures on a transaction by transaction
basis.'' \185\ SIFMA appreciated the MSRB's attempt to respond to its
request to provide an alternative manner of disclosure, but expressed
concern that the MSRB's proposal ``complicates matters even further.''
\186\ SIFMA concluded that the MSRB's alternative proposal would be
``operationally burdensome'' and ``do little to reduce the volume and
nature of the paperwork.'' \187\ SIFMA reiterated its original
suggestion for an annual disclosure process ``with bring-downs as
necessary during the succeeding year.'' \188\
---------------------------------------------------------------------------

    \183\ See related discussion under Summary of Comments Received
in Response to the Concept Proposal--Amending the Nature, Timing,
and Manner of Disclosures--Alternative to the Transaction-by-
Transaction Delivery of the Disclosures and related notes 107 et.
seq. supra.
    \184\ GFOA Letter II, at pp. 1-2.
    \185\ City of San Diego Letter, at p. 1.
    \186\ SIFMA Letter II, at p. 7.
    \187\ Id., at p. 8.
    \188\ Id.
---------------------------------------------------------------------------

    Given the lack of support from commenters regarding the MSRB's
proposal, the MSRB did not incorporate the concept into the proposed
rule change and declines to incorporate a different concept into the
proposed rule change regarding an alternative to the transaction-by-
transaction delivery of the disclosures, such as SIFMA's suggestion of
annual disclosure process with bring-downs. The MSRB is persuaded by
the comments from GFOA, NAMA, and City of San Diego that a transaction-
by-transaction approach to disclosure better ensures that issuers and
their personnel are apprised of an underwriter's fair dealing
obligations for each offering.
v. Separate Identification of the Standard Disclosures
    The MSRB incorporated a requirement in the Request for Comment that
underwriters clearly identify each category of disclosure and generally
separate them by placing the standard disclosures in an appendix or
attachment.\189\ The MSRB suggested that such a change would allow
issuers to discern and focus on the disclosures most important to them.
The MSRB received several specific comments on this proposed change.
GFOA's response to the Request for Comment supported the separation of
disclosures, stating: ``[w]hen determining clarity and communication of
disclosures, standard disclosures should be discussed separately from
specific transaction and underwriter disclosures.'' \190\ NAMA
similarly supported the separation of the standard disclosures from the
transaction-specific disclosures as a way to highlight key items to its
issuer clients.\191\ SIFMA suggested that the ``separation of actual
and non-standard disclosures is a reasonable proposal.'' \192\
Accordingly, the proposed rule change incorporates the separation of
the standard disclosures

from the transaction-specific disclosures and dealer-specific
disclosures.\193\
---------------------------------------------------------------------------

    \189\ See related discussion under Summary of Comments Received
in Response to the Concept Proposal--Amending the Nature, Timing,
and Manner of Disclosures--Separate Identification of the Standard
Disclosures and related notes 110 et. seq. infra.
    \190\ GFOA Letter II, at p. 1.
    \191\ NAMA Letter II, at p. 2.
    \192\ SIFMA Letter II, at pp. 3-4.
    \193\ As discussed above, the MSRB reiterates, but is not
amending at this time, the existing language from the 2012
Interpretive Notice that disclosures must be ``designed to make
clear'' to issuer officials ``the subject matter of such disclosures
and their implications for the issuer.'' Thus, an underwriter's fair
dealing obligation requires it to identify and separate transaction-
specific disclosures from dealer-specific disclosures to the extent
possible without putting form over substance, as in the case of
failing to fully discuss a conflict in a disclosure because it may
not fit squarely into one category of disclosure versus another.
---------------------------------------------------------------------------

vi. Clarification That Underwriters Are Not Obligated To Provide
Written Disclosure of Conflicts of Other Parties
    The Request for Comment incorporated a proposed amendment to the
2012 Interpretive Notice in order to expressly emphasize that
underwriters are not required to make any disclosures on the part of
issuer personnel or any other parties to the transaction.\194\ The MSRB
received one specific comment on this topic. More specifically, SIFMA's
response to the Request for Comment ``welcome[d]'' the MSRB's proposed
clarification.\195\ The MSRB believes that this clarification is
warranted to avoid any misinterpretation of the disclosure requirements
of the proposed rule change. Accordingly, the proposed rule change
would incorporate this language as generally proposed in the Request
for Comment with supplemental language specifically clarifying that the
an underwriter has no obligation to make any written disclosures
described therein on the part of issuer personnel or any other parties
to the transaction, as the standard disclosures, transaction-specific
disclosures, and dealer-specific disclosures are limited to underwriter
conflicts.
---------------------------------------------------------------------------

    \194\ See related discussion under Summary of Comments Received
in Response to the Concept Proposal--Amending the Nature, Timing,
and Manner of Disclosures--Clarification that Underwriters Are Not
Obligated to Provide Written Disclosure of Conflicts of Other
Parties and related note 114.
    \195\ SIFMA further asked the MSRB to provide examples of how
the 2012 Interpretive Notice does not apply to other parties.
Specifically, SIFMA requested ``examples of conflicts of other
parties that would not need to be disclosed.'' SIFMA Letter II, at
p. 4. The MSRB is open to SIFMA's request for examples, but believes
that it is premature to provide such examples prior to the approval
of the amended language in the proposed rule change. Given the facts
and circumstances nature of such examples, the MSRB believes that it
can better respond to SIFMA's request, assuming approval of the
proposed change, through an FAQ or other compliance resource at a
later date, if there is a continuing need for such examples.
---------------------------------------------------------------------------

vii. Clarity of Disclosures
    The MSRB proposed amendments to the 2012 Interpretive Notice in the
Request for Comment that explicitly clarified that the disclosures be
drafted in ``plain English.'' \196\ The MSRB received several comments
on this topic in response to the Request for Comment. The City of San
Diego, GFOA and NAMA each supported the requirement that the
disclosures be drafted in plain English, while SIFMA objected to the
incorporation of this particular standard.
---------------------------------------------------------------------------

    \196\ See related discussion under Summary of Comments Received
in Response to the Concept Proposal--Amending the Nature, Timing,
and Manner of Disclosures--Clarity of Disclosures and related notes
117 et. seq. infra.
---------------------------------------------------------------------------

    Of those in support of the standard, notably, the City of San Diego
encouraged the MSRB to require underwriters to state whether their
descriptions of certain complex municipal securities financing
structures can be explained in plain English and, if not, to explicitly
state that fact within the disclosure to alert an issuer that it may
need to ask more questions.\197\ In contrast, SIFMA objected to the
inclusion of a plain English standard, stating its belief that the
standard would be ``susceptible to different interpretations'' and the
formal adoption of such a standard would defeat the purposes of the
retrospective review by causing underwriters to ``completely redo all
manner of their G-17 disclosures.'' \198\ As an alternative, SIFMA
suggested that the MSRB adopt a ``clear and concise'' standard.\199\
---------------------------------------------------------------------------

    \197\ City of San Diego Letter, at p. 2.
    \198\ SIFMA Letter II, at p. 6.
    \199\ Id.
---------------------------------------------------------------------------

    As discussed above, the MSRB's intent of incorporating the ``plain
English'' standard into the Request for Comment was merely to formalize
a substantially equivalent standard to the one presently required under
the 2012 Interpretive Notice. The MSRB did not intend to create a
substantively different standard that would require underwriters to
redraft their existing disclosure language. Consequently, the MSRB is
persuaded by SIFMA's concerns that the adoption of a ``plain English''
standard may defeat the purposes of the retrospective review, because
it would require underwriters to redraft existing disclosures to meet,
in SIFMA's view, a new and elusive standard. For similar reasons, the
MSRB is declining to incorporate the City of San Diego's suggestion, at
this time, that would require underwriters to explicitly state if a
disclosure could not be provided in plain English. Rather, the MSRB is
persuaded by SIFMA's alternative proposal that the MSRB adopt a ``clear
and concise'' standard. The MSRB believes that this addition is
warranted to provide further clarification on the accessibility and
readability of the disclosures required under the proposed rule change.
Moreover, the MSRB believes that such a ``clear and concise'' standard
is appropriate, because it has been adopted in other contexts related
to the issuance of municipal securities, and, as a result, should be
relatively familiar to issuers and underwriters alike.\200\
Accordingly, the MSRB proposed rule change incorporates a clear and
concise standard and omits any specific reference to plain English.
---------------------------------------------------------------------------

    \200\ For example, the SEC has stated that, ``[l]ike other
disclosure documents, official statements need to be clear and
concise to avoid misleading investors through confusion and
obfuscation.'' See the SEC's 1994 Interpretive Release, at p. 12753.
---------------------------------------------------------------------------

C. Inclusion of Existing Language Regarding the Discouragement of an
Issuer's Engagement of a Municipal Advisor and Incorporation of a New
Standard Disclosure Regarding the Issuer's Choice To Engage a Municipal
Advisor

    As discussed above, the Request for Comment incorporated existing
language from the Implementation Guidance stating that ``underwriters
may not discourage issuers from using a municipal advisor or otherwise
imply that the hiring of a municipal advisor would be redundant because
the sole underwriter or underwriting syndicate can provide the services
that a municipal advisor would.'' \201\ BDA and SIFMA objected to the
inclusion of this language, while GFOA and NAMA encouraged the MSRB to
adopt even stronger requirements in this regard.
---------------------------------------------------------------------------

    \201\ See related discussion under Summary of Comments Received
in Response to the Concept Proposal--Underwriter Discouragement of
Use of Municipal Advisor; Addition of a New Standard Disclosure
Regarding the Engagement of Municipal Advisors and related notes 134
et. seq. supra.
---------------------------------------------------------------------------

    BDA objected to the inclusion of the language from the
Implementation Guidance as redundant. Specifically, BDA stated that
this language from the Implementation Guidance is ``entirely covered''
by the 2012 Interpretive Notice's statement that underwriters not
``recommend issuers not retain a municipal advisor.'' \202\ SIFMA also
thought that the proposed language was not necessary, and further
stated that it would have unintended consequences by limiting
``otherwise permissible advice, such as describing what services can
and cannot be provided, between underwriters and their [issuer] clients

for fear of implying that a [municipal advisor] may be redundant.''
\203\ SIFMA further stated its belief that the language may create a
``bias'' against underwriter-only transactions that ``could confuse
issuers and discourage an issuer's flexibility to control the cost and
scope of its financings in cases where it chooses not to use a
[municipal advisor].'' \204\ SIFMA requested the MSRB eliminate the
proposed language; clarify that neither municipal advisors, nor
underwriters may misrepresent the services and duties that the other is
permitted to provide; and prohibit municipal advisors from
misrepresenting that there is a regulatory requirement for an issuer to
hire a municipal advisor.\205\
---------------------------------------------------------------------------

    \202\ BDA Letter II, at p. 2 (``The BDA believes that the
additional sentence is entirely covered by the existing sentence
that precedes the new sentence. Any underwriter who discourages an
issuer from retaining a municipal advisor for any reasons would be
making already a prohibited recommendation to do so.'').
    \203\ SIFMA Letter II, at p. 6.
    \204\ Id.
    \205\ Id.
---------------------------------------------------------------------------

    Conversely, in their responses to the Request for Comment, GFOA and
NAMA each indicated that the proposed language was helpful, but
encouraged the MSRB to go beyond just incorporating the language of the
Implementation Guidance by adopting new, stronger prohibitions
regarding underwriters deterring the engagement of municipal advisors.
GFOA restated its request that the MSRB include a requirement that
``underwriters affirmatively state that issuers may choose to hire a
municipal advisor to represent their interests in a transaction.''
\206\ NAMA stated that its members are ``aware of instances where both
underwriters and bond counsel directly deter the use of a municipal
advisor or bond counsel dictates who the municipal advisor should be.''
\207\
---------------------------------------------------------------------------

    \206\ GFOA Letter II, at p. 2.
    \207\ NAMA Letter II, at p. 3.
---------------------------------------------------------------------------

    The MSRB is persuaded by the comments from GFOA and NAMA about deal
participants improperly dissuading issuers from considering the
engagement of a municipal advisor and unfairly influencing issuers to
engage one particular municipal advisor over another. However, the MSRB
also believes there is merit to BDA and SIFMA's concerns, particularly
regarding how further prohibitions may unintendedly chill otherwise
valid underwriter advice and, thus, deprive issuers of the full benefit
of an underwriters' expertise and experience in the market.
    Given that the language prohibiting underwriters from discouraging
the engagement of a municipal advisor or implying a redundancy of
services provided by a municipal advisor is taken from the existing
Implementation Guidance, the MSRB believes that underwriters should
already be familiar with the practical application of this language.
The MSRB further believes that the language should already have been
incorporated into existing policies, procedures and training and, as a
result, should not significantly increase the regulatory burden on
underwriters. Equally important, the MSRB does not believe that the
statements are redundant, as BDA contends, because they add an
important gloss on the general fair dealing obligation of underwriters.
As the additional language makes clear, a recommendation not to engage
a municipal advisor can come in many express or implied forms,
including, but not limited to, express communications discouraging the
use of a municipal advisor or by strong implication of the redundancy
of a given municipal advisor's services.
    The MSRB believes there is potential merit to SIFMA's concerns that
the proposed language may chill certain underwriter communications with
issuers regarding municipal advisors and/or create a bias against
underwriter only transactions that could lead to increased issuer
borrowing costs. Nevertheless, the MSRB finds GFOA's comments to the
Concept Proposal and Request for Proposal to be most persuasive on this
topic, particularly in light of the MSRB's statutory mandate to protect
municipal entities.\208\ In this way, municipal entity issuers, as
represented by GFOA, desire the prohibitions on such underwriter
communications to be strengthened, rather than relaxed. Moreover, while
GFOA's comments did not directly address SIFMA's concerns regarding the
possible negative effects that this proposed change may have on issuer
decision-making, the MSRB generally understands GFOA's view to be that,
at this time, the risks that an issuer misunderstands the distinctions
between a municipal advisor's role and an underwriter's role, and/or
that an issuer is unduly persuaded by an underwriter against the
engagement of a municipal advisor, generally outweighs the risks that
an underwriter will be compelled, out of an abundance of caution or
otherwise, to abstain from certain conversations with an issuer during
the course of a negotiated offering, or that an issuer may uninformedly
decline an underwriter-only transaction to the detriment of its
borrowing costs by engaging a municipal advisor.
---------------------------------------------------------------------------

    \208\ In terms of municipal entity protection, the MSRB is
further persuaded by academic evidence finding that issuers obtain
real economic benefits from using municipal advisors. See note 87
supra and related discussion in the Self-Regulatory Organization's
Statement on Burden on Competition.
---------------------------------------------------------------------------

    In terms of SIFMA's other comments, the MSRB agrees that ``neither
[municipal advisors] nor underwriters may misrepresent the services and
duties that the other is permitted to provide,'' and that municipal
advisors cannot make a misrepresentation regarding ``a regulatory
requirement for an issuer to hire a [municipal advisor].'' \209\
However, the MSRB does not believe that the proposed rule change is the
appropriate vehicle to address potential misrepresentations by
municipal advisors, as the proposed rule change is limitedly focused on
underwriters' fair dealing obligations to issuers, not the duties of
loyalty and care that municipal advisors owe to their municipal entity
clients.\210\ Accordingly, the MSRB declines to incorporate SIFMA's
suggestions on these particular matters into the proposed rule
change.\211\
---------------------------------------------------------------------------

    \209\ SIFMA Comment Letter II, at p. 7.
    \210\ See Rule G-42. More specific to SIFMA's concern that a
municipal advisor may misrepresent a regulatory requirement for an
issuer to hire a municipal advisor, the MSRB notes that an issuer
may be subject to state or local jurisdictional statutes,
regulations, or other policies that may dictate such a requirement
(i.e., if and when a municipal entity may or must engage a municipal
advisor). To the degree that there is an actual jurisdictional
requirement for a municipal entity to engage a municipal advisor,
consistent with its duties of care and loyalty, a municipal advisor
may accurately communicate such jurisdictional requirements to a
municipal entity issuer.
    \211\ As a threshold matter, however, the MSRB notes that Rule
G-42, on the duties of non-solicitor municipal advisors, requires a
municipal advisor to conduct its municipal advisory activities with
a municipal entity client in accord with a duty of care and a duty
of loyalty. Absent potential exculpating facts and circumstances,
knowingly misrepresenting the services of an underwriter or the
regulatory requirements applicable to a municipal entity client
would be a violation of a municipal advisor's duty of care and/or
duty of loyalty.
---------------------------------------------------------------------------

    For these reasons, the MSRB is incorporating into the Revised
Interpretive Notice language from the Implementation Guidance that
``underwriters may not discourage issuers from using a municipal
advisor or otherwise imply that the hiring of a municipal advisor would
be redundant because the sole underwriter or underwriting syndicate can
provide the services that a municipal advisor would,'' as generally
proposed in the Request for Comment. Beyond this, the proposed rule
change would incorporate GFOA's and NAMA's requests to further bolster
the disclosures regarding an issuer's choice to engage a municipal
advisor by incorporating a new disclosure into an underwriter's
standard disclosures. Specifically, the

proposed rule change would require an underwriter to inform an issuer
that ``the issuer may choose to engage the services of a municipal
advisor to represent its interests in the transaction'' in a similar
format and at the same time as the underwriter delivers certain other
disclosures currently required under the 2012 Interpretive Notice.\212\
---------------------------------------------------------------------------

    \212\ Like the existing, similar disclosures regarding the
underwriter's role, the proposed rule change would require the
underwriter to deliver this new disclosure at or before the time the
underwriter has been engaged to perform underwriting services.
---------------------------------------------------------------------------

D. Email Read Receipt as Issuer Acknowledgement

    The Request for Comment proposed a change to the acknowledgement
requirement of the 2012 Interpretive Notice that would allow for an
automatic email return receipt to satisfy the acknowledgement
requirement, as more fully described above.\213\ The MSRB received
several supportive comments specific to this proposed change. NAMA and
SIFMA each expressed their support of the proposed change.
Specifically, NAMA stated that it was ``. . . pleased that the [Request
for Comment] . . . would continue to mandate a form of acknowledgement
from issuers that the disclosures are received, even through an email
return receipt.'' \214\ SIFMA similarly expressed its support for the
incorporation into the Request for Comment of the concept that an
automatic email return receipt could ``evidence receipt of the
underwriter disclosures.'' \215\ The City of San Diego was similarly
supportive, stating that ``a read receipt should be permitted so long
as the underwriter has delivered the disclosure to the issuer
designated primary contact.'' \216\ Notably, GFOA did not directly
address this particular issue in its response to the Request for
Comment, but did reiterate its preference that ``[t]ransaction specific
and material underwriter conflicts of interest should be provided for
each issuance of securities.'' \217\
---------------------------------------------------------------------------

    \213\ See related discussion under Summary of Comments Received
in Response to the Concept Proposal--Email Read Receipt as Issuer
Acknowledgement and related notes 125 et. seq. supra.
    \214\ NAMA Letter II, at p. 2.
    \215\ SIFMA Letter II, at p. 2.
    \216\ City of San Diego Letter, at p. 2.
    \217\ GFOA Letter II, at p. 2.
---------------------------------------------------------------------------

    Based on these comments, the MSRB believes the acknowledgement
requirement continues to have value to ensure that issuers receive the
disclosures. However, the MSRB does not believe underwriters should
have to repeatedly seek a particularized form of acknowledgement, which
an issuer may not provide. Accordingly, the proposed rule change would
incorporate this change as generally proposed in the Request for
Comment with additional emphasis and clarifications on three important
aspects of the proposed change to the acknowledgement requirement.
    First, the proposed rule change would provide greater clarity
regarding what type of automatic email receipt can meet an
underwriter's fair dealing obligation to obtain written acknowledgement
of an issuer's receipt of the applicable disclosures. Specifically, the
proposed rule change would make clear that an automatic email read
receipt must be obtained, rather than a mere automatic email delivery
receipt, in order to meet the proposed rule change's acknowledgement
obligations. The proposed rule change would define the term ``email
read receipt'' to mean an automatic response generated by a recipient
issuer official confirming that an email has been opened. An email
delivery receipt that simply shows that a disclosure was successfully
delivered fails to demonstrate whether the recipient actually received
the disclosure in a working email inbox folder or if, for example, the
disclosure was in fact delivered to a spam or junk file folder. An
email delivery receipt that does not confirm that a recipient has in
fact opened the email communication would not satisfy an underwriter's
fair dealing obligation to obtain acknowledgement regarding the receipt
of disclosures under the Revised Interpretive Notice.\218\
---------------------------------------------------------------------------

    \218\ Although, the proposed rule change would make clear that
such an email delivery receipt can still be used to evidence the
timing regarding an underwriter's attempt to timely deliver a
disclosure.
---------------------------------------------------------------------------

    Second, the proposed rule change would clarify that while an email
read receipt may generally be an acceptable form of an issuer's written
acknowledgement under the Revised Interpretive Notice, an underwriter,
would not be able to rely on an email read receipt as an issuer's
written acknowledgement where such reliance is unreasonable under all
of the facts and circumstances, such as where the underwriter is on
notice that the issuer official to whom the email is addressed has not
in fact received or opened the email. If an underwriter is on notice
that, for example, an issuer official has not in fact received and/or
opened an email with the applicable disclosures, despite having
received an affirmative email read receipt confirmation, then the
underwriter would not have met its fair dealing obligation under the
Revised Interpretive Notice to obtain written acknowledgement from the
issuer. This language in the proposed rule change is intended to ensure
that disclosures are in fact delivered to an issuer, and, thereby,
issuer protection is not compromised.
    Finally, the proposed rule change would emphasize that an
underwriter's fair dealing obligation to obtain an issuer's written
acknowledgement can be satisfied by an email read receipt, but only if
such email read receipt is from an appropriate issuer official. The
Revised Interpretive Notice would state the underwriter has a fair
dealing obligation to obtain such an email read receipt from the
official of the issuer identified as the primary contact for receipt of
such disclosures. In the absence of such identification, the
underwriter would have a fair dealing obligation to receive an email
read receipt from an issuer official that the underwriter reasonably
believes has authority to bind the issuer by contract with the
underwriter. Only email read receipts from such officials would meet an
underwriter's fair dealing obligation under the Revised Interpretive
Notice. Thus, the Revised Interpretive Notice would require
underwriters to pay particular attention to the recipient providing an
email read receipt. The additional emphasis in the proposed rule change
is intended to ensure that disclosures are in fact delivered to the
appropriate issuer personnel, and, thereby, issuer protection is not
compromised by the return of an email read receipt from inappropriate
issuer personnel.

E. Guidance Regarding Meaning of ``Recommendation''

    The Request for Comment proposed an amendment to the 2012
Interpretive Notice and requested comment on whether the use of the
recommendation analysis applicable to a G-42 Recommendation should be
applicable to the determination of whether an underwriter is
recommending a complex municipal securities financing.\219\ As
currently provided in MSRB guidance, a G-42 Recommendation depends on
the following ``two-prong'' analysis:
---------------------------------------------------------------------------

    \219\ See related discussion under Summary of Comments Received
in Response to the Concept Proposal--Clarification of the Meaning of
``Recommendation'' and related notes 131 et seq. supra.

    First, the [municipal advisor's] advice must exhibit a call to
action to proceed with a municipal financial product or an issuance
of municipal securities and second, the [municipal advisor's] advice
must be specific as to what municipal financial product or

issuance of municipal securities the municipal advisor is advising
the [municipal entity client or obligated person client] to proceed
with.\220\
---------------------------------------------------------------------------

    \220\ See G-42 FAQs (note 37 supra).

    The MSRB received several comments on this topic. SIFMA's response
to the Request for Comment stated its appreciation for the proposed
change,\221\ while GFOA's and NAMA's responses cautioned the MSRB on
the adoption of such a standard. More specifically, GFOA questioned
whether this standard is ``the most appropriate'' and stated its belief
that the proposed standard in the Request for Comment ``could prevent
some issuers from receiving the right information they need to
determine what financing structures are best for their government.''
\222\ NAMA's response to the Request for Comment stated that the G-42
Recommendation analysis ``is not the right standard'' for this
context.\223\ NAMA cautioned that, ``[a]pplying the G-42
[R]ecommendation[] standard to underwriter G-17 disclosures creates a
false regulatory parity that is not appropriate given the MSRB's
mission to protect issuers and the very different roles and duties that
municipal advisors and underwriters have to issuers.''
---------------------------------------------------------------------------

    \221\ SIFMA Letter II, at p. 2 (stating, ``[w]e appreciate that
the MSRB has proposed adopting some of the suggestions we made in
our comment letter to the MSRB's [Concept Proposal], including . . .
clarifying the applicability of MSRB Rule G-42's two-prong analysis
to a recommendation for complex municipal financings . . .'').
    \222\ GFOA Letter II, at p. 2.
    \223\ NAMA Letter II, at p. 2.
---------------------------------------------------------------------------

    The MSRB understands GFOA's and NAMA's comments to be grounded in a
concern that municipal advisors have a baseline fiduciary duty to
protect the interests of municipal entity issuers, whereby any
municipal advisor communication constituting advice to or on behalf of
a municipal entity issuer must be in the best interests of the
municipal entity client without regard to the financial or other
interests of the municipal advisor. In contrast, underwriters have a
more limited fair dealing obligation. Building upon this distinction,
the MSRB's two-pronged analysis under Rule G-42 is primarily intended
to clarify when a municipal advisor has additional suitability and
record-keeping obligations when making a particular type of
recommendation (i.e., a G-42 Recommendation) \224\ to a municipal
client and is not the analysis for more generally determining when a
communication constitutes ``advice'' because it ``involves a
recommendation.'' \225\ In consequence, GFOA's and NAMA's comments
indicate their shared concern that, compared to the current disclosure
obligations under the 2012 Interpretive Notice, issuers may receive
less disclosure under the G-42 Recommendation standard and, thereby,
have less information available to evaluate complex transactions.\226\
---------------------------------------------------------------------------

    \224\ See the G-42 FAQs, at p. 2 (providing that, ``. . . in
order for a communication by a municipal advisor to be a G-42
Recommendation, it must, as a threshold matter, be advice and that
advice must meet both prongs of a two-prong analysis. First, the
advice must exhibit a call to action to proceed with a municipal
financial product or an issuance of municipal securities and second,
the advice must be specific as to what municipal financial product
or issuance of municipal securities the municipal advisor is
advising the MA Client to proceed with.'').
    \225\ The definition of the advice standard pursuant to Exchange
Act Rule 15Ba1-1(d)(1)(ii), as adopted, ``does not exclude
information that involves a recommendation.'' Registration of
Municipal Advisors, Release No. 34-70462 (Sept. 20, 2013), 78 FR
67467, at 67480 (Nov. 12, 2013). Additionally, the Commission stated
that, ``. . . for purposes of the municipal advisor definition, the
Commission believes that the determination of whether a
recommendation has been made is an objective rather than a
subjective inquiry. An important factor in this inquiry is whether,
considering its content, context and manner of presentation, the
information communicated to the municipal entity or obligated person
reasonably would be viewed as a suggestion that the municipal entity
or obligated person take action or refrain from taking action
regarding municipal financial products or the issuance of municipal
securities.'' Id.
    \226\ As one illustration of the possible distinctions in
outcomes, if an underwriter presents a range of possible financing
structures, but does not advise the issuer to proceed with any one
specific structure, it may be ambiguous whether the underwriter met
the second prong of the G-42 Recommendation analysis (i.e., whether
the underwriter was specific enough as to what particular financing
structure the issuer should proceed with). Under the Revised
Interpretive Notice, if such a presentation reasonably would be
viewed as a suggestion that the issuer take action regarding a
financing structure or reasonably would influence the issuer to
engage in a financing structure, then the underwriter would be
deemed to have a made a recommendation regarding that financing
structure and, thereby, triggered the applicable disclosure
requirements.
---------------------------------------------------------------------------

    The MSRB is persuaded by GFOA's and NAMA's concerns that issuers
may receive less disclosure under the G-42 Recommendation standard than
issuers currently receive under the 2012 Interpretive Notice and,
therefore, the MSRB has not incorporated the G-42 Recommendation
standard in the proposed rule change. At the same time, the MSRB is
still persuaded by SIFMA's comment on the Concept Proposal that the
MSRB should clarify the standard that determines whether an underwriter
has made a ``recommendation'' of a municipal securities financing to an
issuer in a negotiated offering.
    Accordingly, the proposed rule change expressly clarifies that the
analysis to determine if an underwriter has made a ``recommendation''
triggering the complex municipal securities financing disclosures is
whether--given its content, context, and manner of presentation--a
particular communication from an underwriter to an issuer reasonably
would be viewed as a call to action or reasonably would influence an
issuer to engage in a complex municipal securities financing. This
analysis to determine whether a recommendation has been made is not
dissimilar to the analysis for municipal advisors,\227\ and borrows an
objective rather than subjective inquiry analysis applicable to dealers
in the context of MSRB Rule G-19, on suitability of recommendations and
transactions, and, in this way, the MSRB believes it should be familiar
to dealers.
---------------------------------------------------------------------------

    \227\ See note 35 supra and related discussion.
---------------------------------------------------------------------------

F. Disclosures to Conduit Borrowers

    As discussed above, the MSRB declined to incorporate an amendment
into the Request for Comment that would explicitly extend the
requirements of the 2012 Interpretive Notice to the fair dealing
obligations underwriters owe to conduit borrowers. The MSRB received a
single specific comment from SIFMA on this topic, which supported the
MSRB's approach in the Request for Comment. The proposed rule change
does not include any changes in this regard.\228\
---------------------------------------------------------------------------

    \228\ See discussion supra under Self-Regulatory Organization's
Statement on Burden on Competition--Identifying and Evaluating
Reasonable Alternative Regulatory Approaches.
---------------------------------------------------------------------------

G. Tiered Disclosure Requirements Based on Issuer Characteristics

    As discussed above, the MSRB declined to incorporate an amendment
into the Request for Comment that would classify issuers into differing
disclosure requirements based on various issuer characteristics, nor
otherwise tailor the disclosure requirements applicable to specific
categories of issuers.\229\ However, in response to requests from SIFMA
and BDA regarding assessing the level of knowledge and experience of
the issuer in order to determine the appropriate level of disclosure
regarding a recommended financing structure, the Request for Comment
incorporated the concept that, among other factors, an underwriter may
consider the issuer's retention of an IRMA when assessing the issuer's
level of knowledge. The Request for Comment provided:
---------------------------------------------------------------------------

    \229\ See related discussion under Summary of Comments Received
in Response to the Concept Proposal--Tiered Disclosure Requirements
Based on Issuer Characteristics and related note 140 supra.

    Among other factors, a sole underwriter or syndicate manager
(when there is an

underwriting syndicate) may consider the issuer's retention of an
IRMA, who can help the issuer evaluate underwriter recommendations
and identify potential conflicts of interest, when assessing the
issuer's level of knowledge and experience with the recommended
financing structure, which may support a determination by the sole
underwriter or syndicate manager that a more limited disclosure
---------------------------------------------------------------------------
would satisfy the obligation for that transaction.

    To further illustrate this point regarding the various factors
involved in determining the appropriate level of disclosure, the
Request for Comment also integrated existing language from the
Implementation Guidance suggesting that the level of transaction-
specific disclosures can vary over time, particularly if an issuer's
personnel become more or less experienced with a given structure. In
this regard, the Request for Comment provided:

    The level of transaction-specific disclosure to be provided to a
particular issuer also can vary over time. To the extent that an
issuer gains experience with a complex financing structure or
product over the course of multiple new issues utilizing that
structure or product, the level of transaction-specific disclosure
required to be provided to the issuer with respect to such complex
financing structure or product would likely be reduced over time. If
an issuer that previously employed a seasoned professional in
connection with its complex financings who has been replaced by
personnel with little experience, knowledge or training serving in
the relevant responsible position or in undertaking such complex
financings, the level of transaction-specific disclosure required to
be provided to the issuer with respect to such complex financing
structure or product would likely increase.

    BDA objected to the inclusion of this language regarding the
replacement of issuer personnel leading to increased disclosure,
stating that, ``[i]n the abstract, there is no way to determine whether
the level should increase or not because it will depend on many
factors.'' \230\ The MSRB agrees with BDA's objection that the level of
disclosure required in any given situation depends on numerous factors
specific to that set of facts and circumstances and so the example
provided from the Implementation Guidance may lead to confusion. For
similar reasons, the MSRB also believes that the Request for Comment's
language regarding an issuer's IRMA may similarly lead to confusion.
---------------------------------------------------------------------------

    \230\ BDA Letter II, at p. 2.
---------------------------------------------------------------------------

    Accordingly, the proposed rule change does not incorporate this
language from the Implementation Guidance regarding the replacement of
issuer personnel and, for similar reasons, does not incorporate the
language from the Request for Comment regarding an issuer's engagement
of an IRMA, as the concepts may lead to more, rather than less,
confusion regarding the underwriter's obligation to reasonably
determine the level of transaction-specific disclosures required.
However, the proposed rule change does incorporate existing language
from the Implementation Guidance regarding the variability of such
disclosures, providing:

    The level of disclosure required may vary according to the
issuer's knowledge or experience with the proposed financing
structure or similar structures, capability of evaluating the risks
of the recommended financing, and financial ability to bear the
risks of the recommended financing, in each case based on the
reasonable belief of the underwriter. In this way, the level of
disclosure to be provided to a particular issuer also can vary over
time.

H. Issuer Opt-Out

    As discussed above, the MSRB did not incorporate an issuer opt-out
concept into the Request for Comment that would give issuer's the
option of declining to receive certain disclosures from
underwriters.\231\ GFOA's and NAMA's response to the Request for
Comment supported the omission of this concept. Accordingly, the
proposed rule change does not incorporate such an opt-out concept.
---------------------------------------------------------------------------

    \231\ See related discussion under Summary of Comments Received
in Response to the Concept Proposal--Issuer Opt-Out and related note
148 supra.
---------------------------------------------------------------------------

    The MSRB considered the above-noted comments in formulating the
proposed rule change herein.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period of up to 90 days (i) as
the Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-MSRB- 2019-10 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549.

All submissions should refer to File Number SR-MSRB-2019-10. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the MSRB. All comments received
will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-MSRB-2019-10 and should be submitted on
or before August 30, 2019.

    For the Commission, pursuant to delegated authority.\232\
---------------------------------------------------------------------------

    \232\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-17047 Filed 8-8-19; 8:45 am]
 BILLING CODE 8011-01-P


Emission Unit ID
Emission Unit Description
ENG-<PHONE_NUMBER>
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #1)
ENG-<PHONE_NUMBER>
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #1)
TANK-15
400-BBL Fixed Roof Condensate Storage Tank (Station #1)
TANK-14
400-BBL Fixed Roof Water Storage Tank (Station #1)
TRUCK-1
Truck loadout of condensate and water (Station #1)
FLARE-1
Elevated non-assisted flare equipped with a flame arrestor and continuous pilot. The flare is rated by the manufacturer to achieve a 98% DRE for VOC/HAP (Station #1)
FUG-1
Fugitive Emissions (Station #1)
ENG-3217425
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #2)
ENG-5283702080
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #2)
ENG-5283702081
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #2)
ENG- C-16685/1
Natural gas-fired, 4-stroke lean-burn compressor engine w/ a maximum rating of 400 hp (Station #2)
ENG-401656
Natural gas-fired, 4-stroke rich-burn generator engine w/ a maximum rating of 515 hp (Station #2)
HEATER-1
Natural gas-fired heater w/ a maximum rating of 5.0 MMBtu/hr (Station #2)
TANK-2
400-BBL Fixed Roof Water Storage Tank (Station #2)
TANK-3
400-BBL Fixed Roof Condensate Storage Tank (Station #2)
TRUCK-2
Truck loadout of condensate and water (Station #2)
FLARE-2
Elevated non-assisted flare equipped with a flame arrestor and continuous pilot. The flare is rated by the manufacturer to achieve a 98% DRE for VOC/HAP (Station #2)
FUG-2
Fugitive Emissions (Station #2)
TANK-12
400-BBL Fixed Roof Stabilized Condensate Storage Tank (Station #2)
TANK-13
400-BBL Fixed Roof Stabilized Condensate Storage Tank (Station #2)
ENG-5283702041
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #3)
ENG-5283702083
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #3)
ENG-5283702011
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #3)
ENG- C-10392/1A
Natural gas-fired, 4-stroke rich-burn generator engine w/ a maximum rating of 515 hp (Station #3)
TANK-4
400-BBL Fixed Roof Condensate Storage Tank (Station #3)
TANK-5
400-BBL Fixed Roof Produced Water Storage Tank (Station #3)
TRUCK-3
Truck loadout of condensate and water (Station #3)
FLARE-3
Elevated non-assisted flare equipped with a flame arrestor and continuous pilot. The flare is rated by the manufacturer to achieve a 98% DRE for VOC/HAP (Station #3)
FUG-3
Fugitive Emissions (Station #3)
ENG-289683A
Natural gas-fired, 4-stroke rich-burn generator engine w/ a maximum rating of 515 hp (Station #4)
ENG-5283702084
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #4)
ENG-5283702042
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #4)
ENG-5283705532
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #4)
TANK-6
400-BBL Fixed Roof Water Storage Tank (Station #4)
TANK-7
400-BBL Fixed Roof Condensate Storage Tank (Station #4)
TRUCK-4
Truck loadout of condensate and water (Station #4)
FLARE-4
Elevated non-assisted flare equipped with a flame arrestor and continuous pilot. The flare is rated by the manufacturer to achieve a 98% DRE for VOC/HAP (Station #4)
FUG-4
Fugitive Emissions (Station #4)
ENG-5283702040
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #5)
ENG-5283701892
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,480 hp (Station #5)
ENG-5283705545
Natural gas-fired, 4-stroke rich-burn compressor engine w/ a maximum rating of 1,680 hp (Station #5)
TANK-8
400-BBL Fixed Roof Water Storage Tank (Station #5)
TANK-9
400-BBL Fixed Roof Condensate Storage Tank (Station #5)
TRUCK-5
Truck loadout of condensate and water (Station #5)
FLARE-5
Elevated non-assisted flare equipped with a flame arrestor and continuous pilot. The flare is rated by the manufacturer to achieve a 98% DRE for VOC/HAP (Station #5)
FUG-5
Fugitive Emissions (Station #5)
TANK-10
400-BBL Fixed Roof Water Storage Tank (Station #6)
TANK-11
400-BBL Fixed Roof Condensate Storage Tank (Station #6)
TRUCK-6
Truck loadout of condensate and water (Station #6)
COMBUSTOR-1
Combustion Control Device (Station #6)
FUG-6
Fugitive Emissions (Station #6)


[Federal Register Volume 82, Number 123 (Wednesday, June 28, 2017)]
[Notices]
[Pages 29361-29362]
[FR Doc No: 2017-13561]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

Notice of Availability of the Federal Aviation Administration
Adoption and Record of Decision of Department of Navy's Final
Environmental Impact Statement and Final Supplemental Environmental
Impact Statement for Land Acquisition and Airspace Establishment To
Support Large-Scale Marine Air Ground: Task Force Live Fire and
Maneuver Training, Twentynine Palms

AGENCY: Federal Aviation Administration, DOT.

ACTION: Notice of record of decision.

-----------------------------------------------------------------------

SUMMARY: The Federal Aviation Administration (FAA) announces its
decision to adopt the Department of the Navy's (DoN) Environmental
Impact Statement (EIS) and Supplemental Environmental Impact Statement
(SEIS) for Land Acquisition and Airspace Establishment to Support
Large-Scale Marine Air Ground Task Force Live-Fire and Maneuver
Training at Marine Corps Air Ground Combat Center, Twentynine Palms,
California. In accordance with Section 102 of the National
Environmental Policy Act of 1969 (``NEPA''), the Council on
Environmental Quality's (``CEQ'') regulations implementing NEPA (40 CFR
parts 1500-1508), and other applicable authorities, including the
Federal Aviation Administration (FAA) Order 1050.1F, Environmental
Impacts: Policies and Procedures, paragraph 8-2, and FAA Order JO
7400.2K, ``Procedures for Handling Airspace Matters,'' paragraph 32-2-
3, the FAA has conducted an independent review and evaluation of the
DoN's EIS and SEIS for Land Acquisition and Airspace Establishment to
Support Large-Scale Marine Air Ground Task Force Live-Fire and Maneuver
Training at Marine Corps Air Ground Combat Center, Twentynine Palms,
California dated July 2012 and January 2017 respectively. As a
cooperating agency with responsibility for approving special use
airspace under 49 U.S.C. 40103(b)(3)(A), the FAA provided subject
matter expertise to the DoN during the environmental review process.
Based on its independent review and evaluation, the FAA has determined
the EIS and SEIS, including all supporting documentation, as
incorporated by reference, adequately assesses and discloses the
environmental impacts for the temporary special use air space, and that
adoption of the 2012 and 2017 EISs by the FAA is authorized under 40
CFR 1506.3, Adoption. Accordingly, the FAA adopts the 2012 and 2017
EISs, and takes full responsibility for the scope and content that
addresses the proposed temporary changes to Special Use Airspace in the
vicinity of the Marine Corps Air Ground Combat Center, Twentynine
Palms.

FOR FURTHER INFORMATION CONTACT: Paula Miller, Airspace Policy and
Regulations Group, Office of Airspace Services, Federal Aviation
Administration, 800 Independence Avenue SW., Washington, DC 20591;
telephone:<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Background

    In July 2012, in accordance with the National Environmental Policy
Act and its implementing regulations, the DoN released a Final EIS. The
Final EIS presented the potential environmental consequences of the
DoN's proposal to establish Special Use Airspace to support Navy
training activities that involve the use of advanced weapons systems.
The U.S. Marine Corps is the proponent for the temporary SUA in the
vicinity of Twentynine Palms, California, and the DoN is the lead
agency for the preparation of the EIS and SEIS. The DoN issued their
RODs on 2013 and 2017. As a result of public, agency, and tribal
comments, and the FAA aeronautical review process; the DoN, FAA, other
Federal and State agencies, and tribal governments have

consulted to mitigate concerns while continuing to meet national
defense training requirements. The FAA is a cooperating agency
responsible for approving Special Use Airspace as defined in 40 CFR
1508.5.

Implementation

    The FAA is establishing the following temporary special use
airspace: Restricted area R-2509 E/W/N, Johnson Valley MOA/ATCAA,
Sundance High MOA/ATCAA, Sundance West MOA/ATCAA, Bristol Low MOA,
Bristol ATCAA, CAX Low/High MOA/ATCAA, and Turtle MOA/ATCAA. The Notice
of Proposed Rulemaking for temporary R-2509 was published in the
Federal Register (82 FR 11414) on February 23, 2017. The MOAs were
circularized to the public on February 27, 2017, with Docket No 16-AWP-
24NR. The legal descriptions for the MRIC Airspace established, as
noted in this notice, will be published in the Federal Register as a
Final Rule and in the National Flight Data Digest (NFDD) with a June
22, 2017, effective date. A copy of the FAAROD is available on the FAA
Web site.

Right of Appeal

    The Adoption and ROD for the establishment of temporary special use
airspace in the vicinity of the Combat Center at Twentynine Palms,
California constitutes a final order of the FAA Administrator and is
subject to exclusive judicial review under 49 U.S.C. 46110 by the U.S.
Circuit Court of Appeals for the District of Columbia or the U.S.
Circuit Court of Appeals for the circuit in which the person contesting
the decision resides or has its principal place of business. Any party
having substantial interest in this order may apply for review of the
decision by filing a petition for review in the appropriate U.S. Court
of Appeals no later than 60 days after the order is issued in
accordance with the provisions of 49 U.S.C. 46110.

    Dated: June 21, 2017.
Sam Shrimpton,
Acting Manager, Operations Support Group, Western Service Center.
[FR Doc. 2017-13561 Filed 6-27-17; 8:45 am]
 BILLING CODE 4910-13-P


[Federal Register: October 5, 2007 (Volume 72, Number 193)]
[Notices]
[Page 57085-57087]
[DOCID:fr05oc07-90]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56586; File No. SR-NASDAQ-2007-069]

Self-Regulatory Organizations; The NASDAQ Stock Market, LLC;
Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto To
Eliminate Its Rule Governing the Relation of a Nasdaq Market Maker's
Quotations to the Prevailing Market

October 1, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on August 1, 2007, The NASDAQ Stock Market, LLC (``Nasdaq'') filed with
the Securities and Exchange Commission (``Commission'') the proposed
rule change as described in Items I, II, and III below, which Items
have been substantially prepared by Nasdaq. On September 19, 2007,
Nasdaq filed Amendment No. 1 to the proposed rule change, which
replaced the text of the original filing in its entirety. The
Commission is publishing this notice to solicit comments on the
proposed rule change, as amended, from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Nasdaq proposes to amend Nasdaq Rule 4613(c) to eliminate a
requirement governing the relation of a Nasdaq market maker's
quotations to the prevailing market.
    The text of the proposed rule change is below. Proposed new
language is italicized; proposed deletions are in brackets.\3\
---------------------------------------------------------------------------

    \3\ Changes are marked to the rule text that appears in the
electronic NASDAQ Manual found at http://www.nasdaqtrader.com.

---------------------------------------------------------------------------

* * * * *
4613. Character of Quotations
    (a)-(b) No change.
    (c) Impaired Ability to Enter or Update Quotations [Quotations
Reasonably Related to the Market]
    [A Nasdaq Market Maker shall enter and maintain quotations that are
reasonably related to the prevailing market. Should it appear that a
market maker's quotations are no longer reasonably related to the
prevailing market, Nasdaq may require the market maker to re-enter its
quotations. If a Nasdaq Market Maker whose quotations are no longer
reasonably related to the prevailing market fails to re-enter its
quotations, Nasdaq may suspend the market maker's quotations in one or
all securities.]
    In the event that a Nasdaq Market Maker's ability to enter or
update quotations is impaired, the market maker shall immediately
contact Nasdaq Market Operations to request the withdrawal of its
quotations.
    In the event that a Nasdaq Market Maker's ability to enter or
update quotations is impaired and the market maker elects to remain in
Nasdaq, the Nasdaq Market Maker shall execute an offer to buy or sell
received from another member at its quotations as disseminated through
the Nasdaq Market Center.

    (d)-(e) No change.
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, Nasdaq included statements
concerning the purpose of, and basis for, the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. Nasdaq has prepared summaries, set forth in Sections A,
B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Nasdaq proposes to amend Rule 4613(c) to delete the requirement
that a Nasdaq market maker's quotations must be ``reasonably related to
the prevailing market.'' The purpose of the amendment is to clarify the
obligations of Nasdaq market makers. The proposed amendment would
delete the first paragraph of the rule. The remainder of the rule,
which addresses a market maker's impaired ability to enter or update
quotations, would remain. Additionally, Rule 4613(c) would be revised
to read ``Impaired Ability to Enter or Update Quotations.''
    Nasdaq is not proposing to amend Rule 4613(a)(1), which contains
the long-standing quotation requirements and obligations applicable to
market makers. As a result, for each security in which they are
registered, market makers will continue to be subject to the
requirement to be willing to buy and sell the security for their own
account on a continuous basis and maintain at all times a two-sided
attributable quotation that is displayed in the Nasdaq Quotation
Montage. This basic market maker requirement mirrors the definition of
``market maker'' set forth in Section 3(a)(38) of the Act.\4\
Furthermore, this basic market maker obligation is consistent with the
market maker obligations contained in the rules of other national
securities exchanges, such as NYSE Arca Rule 7.23, which requires
continuous two-sided quotations but does not contain a subjective
requirement of the quotations' relation to the market.
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    \4\ 15 U.S.C. 78c(a)(38) states: ``The term `market maker' means
any specialist permitted to act as a dealer, any dealer acting in
the capacity of block positioner, and any dealer who, with respect
to a security, holds himself out (by entering quotations in an
inter-dealer communications system or otherwise) as being willing to
buy and sell such security for his own account on a regular or
continuous basis.''
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    The rule was first introduced in 1987, at a time when Nasdaq's
market structure and the regulatory environment in which it operated
were quite different.\5\ Nasdaq believes that the requirement is no
longer a meaningful means of ensuring market execution quality in the
highly competitive and increasingly automated environment in which
Nasdaq and other trading venues now operate. Rather, Nasdaq's price/
time priority execution algorithm and the obligation to seek favorable
prices imposed by Regulation NMS and the duty of best execution ensure
that market makers with the most competitive quotations will receive
executions and thereby provide incentives to quote at or near the
inside where practicable. Moreover, market makers who display a
quotation that is not at or near the inside are still ``holding
themselves out'' as willing to buy and sell for their own account
through an attributable quotation that is disseminated through public
data feeds. Regulation NMS and best execution obligations require that
customer orders directed to these market makers in response to their
publicly-displayed quotations must be executed, at a minimum, at the
national best bid or offer. Finally, the quality of a market maker's
order executions can be objectively determined by a review of the
market execution quality reports required by Rule 605 under Regulation
NMS.\6\ Therefore, Nasdaq believes it is appropriate to eliminate this
requirement.
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    \5\ See Securities Exchange Act Release No. 24579 (June 10,
1987), 52 FR 23117 (June 17, 1987) (SR-NASD-87-8).
    \6\ 17 CFR 242.605. See also Securities Exchange Act Release No.
51808 (June 9, 2005), 70 FR 37496 (June 29, 2005).
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    Deleting the requirement also would have the benefit of eliminating
confusion about whether particular market maker behavior constitutes a
violation of the rule. For example, market makers sometimes reflect
their client's non-marketable limit orders as attributable orders in
lieu of entering proprietary quotes. If there are no current client
orders in a particular stock, in order to meet its two-sided quotation
obligation, the market maker may display ``stub,'' or widely spaced,
quotations, such as a bid of $0.01 and an offer of $2,000 in stocks
where this is the case.
    Because of the current rule's ambiguity, it may be difficult to
determine whether a stub quote should be considered ``reasonably
related'' to the market. Measured against what another market maker may
be quoting, the stub quote may bear little relation to the market, but
when measured against the market maker's practice of representing
customer orders, the stub quote may be an accurate reflection of the
absence of such orders.
    Nasdaq does not believe that the change in the rule will have any
effect on market quality. However, as is always the case, Nasdaq will
carefully monitor the performance of market makers to determine if the
change has any impact on the extent to which market makers quote at or
near the inside market.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\7\ in general, and with Section
6(b)(5) of the Act,\8\ in particular, in that it is designed to promote
just and equitable principles of trade, to foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system and, in general, to
protect investors and the public interest.
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    \7\ 15 U.S.C. 78f.
    \8\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:

    A. By order approve such proposed rule change, or
    B. institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change, as amended, is consistent with the Act. Comments may be
submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to<EMAIL_ADDRESS>Please include

File Number SR-NASDAQ-2007-069 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2007-069. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments,

all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for inspection
and copying in the Commission's Public Reference Room, 100 F Street,
NE., Washington, DC 20549, on official business days between the hours
of 10 am and 3 pm. Copies of such filing also will be available for
inspection and copying at the principal office of Nasdaq. All comments
received will be posted without change; the Commission does not edit
personal identifying information from submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File Number SR-NASDAQ-2007-069 and should
be submitted on or before October 26, 2007.
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    \9\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\9\
Nancy M. Morris,
Secretary.
 [FR Doc. E7-19697 Filed 10-4-07; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register Volume 78, Number 51 (Friday, March 15, 2013)]
[Notices]
[Pages 16489-16490]
[FR Doc No: 2013-05946]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 2210-207]

Appalachian Power Company; Notice of Application Accepted for
Filing and Soliciting Comments, Motions To Intervene, and Protests

    Take notice that the following hydroelectric application has been
filed with the Commission and is available for public inspection:
    a. Application Type: Revised filing of updated shoreline management
plan as a result of settlement proceedings.
    b. Project No: 2210-207.
    c. Date Filed: February 28, 2013.
    d. Applicant: Appalachian Power Company.
    e. Name of Project: Smith Mountain Pumped Storage Project.
    f. Location: Headwaters of the Roanoke River, in Bedford, Campbell,
Franklin, and Pittsylvania Counties, Virginia.
    g. Filed Pursuant to: Federal Power Act, 16 U.S.C. 791a-825r.
    h. Applicant Contact: Frank Simms, American Electric Power Service
Corporation, 40 Franklin Rd. SW., Roanoke, VA 24011,<PHONE_NUMBER>,
<EMAIL_ADDRESS>    i. FERC Contact: Mark Carter,<PHONE_NUMBER><EMAIL_ADDRESS>    j. Deadline for filing comments, motions to intervene, and
protests: April 8, 2013.
    All documents may be filed electronically via the Internet. See, 18
CFR 385.2001(a)(1)(iii) and the instructions on the Commission's web
site at http://www.ferc.gov/docs-filing/efiling.asp. Commenters can
submit brief comments up to 6,000 characters, without prior
registration, using the eComment system at http://www.ferc.gov/docs-filing/ecomment.asp. You must include your name and contact information
at the end of your comments. For assistance, please contact FERC Online
Support at<EMAIL_ADDRESS>or toll free at 1-866-208-3676,
or for TTY,<PHONE_NUMBER>. Although the Commission strongly encourages
electronic filing, documents may be paper-filed. To paper-file, mail an
original and seven copies to: Secretary, Federal Energy Regulatory
Commission, 888 First Street NE., Washington, DC 20426. Please include
the project number (p-2210-207) on any comments or motions filed.
    k. Description of Application: Appalachian Power Company (licensee)
filed on January 3, 2011, and supplemented on February 18, 2011, an
updated shoreline management plan (updated SMP) for Smith Mountain Lake
and Leesville Lake, the two project reservoirs. In response to the
Commission's March 17, 2011 public notice of the updated SMP, two
parties filed motions to intervene in opposition and several parties
filed comments in opposition to the updated SMP. Between December 9,
2011, and February 6, 2013, the licensee, intervening parties, and non-
decisional Commission staff participated in settlement proceedings to
resolve disputed issues with the updated SMP. On February 28, 2013, the
licensee filed a Revised SMP Update that is the result of the
settlement proceedings, and proposes several minor changes and the
following major changes to the January 3, 2011 SMP filing: (1)
Replacing the ``50% Rebuild Rule'' with three new provisions for
permitting, maintaining, and replacing existing structures; (2)
revising the process for obtaining a variance from SMP procedures; (3)
adding language to clarify the expectation that replacement vegetative
cover would flourish; and (4) clarifying the actions the licensee may
take if shoreline uses or occupancies are not constructed according to
a permit.
    l. Locations of the Application: A copy of the application is
available for inspection and reproduction at the Commission's Public
Reference Room, located at 888 First Street NE., Room 2A, Washington,
DC 20426, or by calling<PHONE_NUMBER>. This filing may also be viewed
on the Commission's Web site at http://www.ferc.gov using the
``eLibrary'' link. Enter the docket number excluding the last three
digits in the docket number field (P-2210) to access the document. You
may also register online at http://www.ferc.gov/docs-filing/esubscription.asp to be notified via email of new filings and issuances
related to this or other pending projects. A copy is also available for
inspection and reproduction at the address in item (h) above.
    m. Individuals desiring to be included on the Commission's mailing
list should

so indicate by writing to the Secretary of the Commission.
    n. Comments, Protests, or Motions to Intervene: Anyone may submit
comments, a protest, or a motion to intervene in accordance with the
requirements of Rules of Practice and Procedure, 18 CFR 385.210, .211,
.214, respectively. In determining the appropriate action to take, the
Commission will consider all protests or other comments filed, but only
those who file a motion to intervene in accordance with the
Commission's Rules may become a party to the proceeding. Any comments,
protests, or motions to intervene must be received on or before the
specified comment date for the particular application.
    o. Filing and Service of Responsive Documents: Any filing must (1)
Bear in all capital letters the title ``COMMENTS'', ``PROTEST'', or
``MOTION TO INTERVENE'' as applicable; (2) set forth in the heading the
name of the applicant and the project number of the application to
which the filing responds; (3) furnish the name, address, and telephone
number of the person commenting, protesting, or intervening; and (4)
otherwise comply with the requirements of 18 CFR 385.2001 through
385.2005. All comments, motions to intervene, or protests must set
forth their evidentiary basis. Any filing made by an intervenor must be
accompanied by a proof of service on all persons listed in the service
list prepared by the Commission in this proceeding, in accordance with
18 CFR 385.2010.

    Dated: March 7, 2013.
Kimberly D. Bose,
Secretary.
[FR Doc. 2013-05946 Filed 3-14-13; 8:45 am]
BILLING CODE 6717-01-P