Program for Allocation of Regulatory Responsibilities Pursuant to Rule 17d-2; Order Approving and Declaring Effective a Proposed Plan for the Allocation of Regulatory Responsibilities Between the Financial Industry Regulatory Authority, Inc. and 24X National Exchange LLC

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-103130; File No. 4-854]</DEPDOC> <SUBJECT>Program for Allocation of Regulatory Responsibilities Pursuant to Rule 17d-2; Order Approving and Declaring Effective a Proposed Plan for the Allocation of Regulatory Responsibilities Between the Financial Industry Regulatory Authority, Inc. and 24X National Exchange LLC</SUBJECT> <DATE>May 27, 2025.</DATE> On April 24, 2025, the Financial Industry Regulatory Authority, Inc. (“FINRA”) and 24X National Exchange LLC (“24X”) (together with FINRA, the “Parties”) filed with the Securities and Exchange Commission (“Commission” or “SEC”) a plan for the allocation of regulatory responsibilities, dated April 17, 2025 (“17d-2 Plan” or the “Plan”). The Plan was published for comment on May 8, 2025. <SU>1</SU> <FTREF/> The Commission received no comments on the Plan. This order approves and declares effective the Plan. <FTNT> <SU>1</SU>   <E T="03">See</E> Securities Exchange Act Release No. 102972 (May 2, 2025), 90 FR 19579. </FTNT> <HD SOURCE="HD1">I. Introduction</HD> Section 19(g)(1) of the Securities Exchange Act of 1934 (“Act”), <SU>2</SU> <FTREF/> among other things, requires every self-regulatory organization (“SRO”) registered as either a national securities exchange or national securities association to examine for, and enforce compliance by, its members and persons associated with its members with the Act, the rules and regulations thereunder, and the SRO's own rules, unless the SRO is relieved of this responsibility pursuant to Section 17(d) or Section 19(g)(2) of the Act. <SU>3</SU> <FTREF/> Without this relief, the statutory obligation of each individual SRO could result in a pattern of multiple examinations of broker-dealers that maintain memberships in more than one SRO (“common members”). Such regulatory duplication would add unnecessary expenses for common members and their SROs. <FTNT> <SU>2</SU>  15 U.S.C. 78s(g)(1). </FTNT> <FTNT> <SU>3</SU>  15 U.S.C. 78q(d) and 15 U.S.C. 78s(g)(2), respectively. </FTNT> Section 17(d)(1) of the Act  <SU>4</SU> <FTREF/> was intended, in part, to eliminate unnecessary multiple examinations and regulatory duplication. <SU>5</SU> <FTREF/> With respect to a common member, Section 17(d)(1) authorizes the Commission, by rule or order, to relieve an SRO of the responsibility to receive regulatory reports, to examine for and enforce compliance with applicable statutes, rules, and regulations, or to perform other specified regulatory functions. <FTNT> <SU>4</SU>  15 U.S.C. 78q(d)(1). </FTNT> <FTNT> <SU>5</SU>   <E T="03">See</E> Securities Act Amendments of 1975, Report of the Senate Committee on Banking, Housing, and Urban Affairs to Accompany S. 249, S. Rep. No. 94-75, 94th Cong., 1st Session 32 (1975). </FTNT> To implement Section 17(d)(1), the Commission adopted two rules: Rule 17d-1 and Rule 17d-2 under the Act. <SU>6</SU> <FTREF/> Rule 17d-1 authorizes the Commission to name a single SRO as the designated examining authority (“DEA”) to examine common members for compliance with the financial responsibility requirements imposed by the Act, or by Commission or SRO rules. <SU>7</SU> <FTREF/> When an SRO has been named as a common member's DEA, all other SROs to which the common member belongs are relieved of the responsibility to examine the firm for compliance with the applicable financial responsibility rules. On its face, Rule 17d-1 deals only with an SRO's obligations to enforce member compliance with financial responsibility requirements. Rule 17d-1 does not relieve an SRO from its obligation to examine a common member for compliance with its own rules and provisions of the federal securities laws governing matters other than financial responsibility, including sales practices and trading activities and practices. <FTNT> <SU>6</SU>  17 CFR 240.17d-1 and 17 CFR 240.17d-2, respectively. </FTNT> <FTNT> <SU>7</SU>   <E T="03">See</E> Securities Exchange Act Release No. 12352 (April 20, 1976), 41 FR 18808 (May 7, 1976). </FTNT> To address regulatory duplication in these and other areas, the Commission adopted Rule 17d-2 under the Act. <SU>8</SU> <FTREF/> Rule 17d-2 permits SROs to propose joint plans for the allocation of regulatory responsibilities with respect to their common members. Under paragraph (c) of Rule 17d-2, the Commission may declare such a plan effective if, after providing for appropriate notice and comment, it determines that the plan is necessary or appropriate in the public interest and for the protection of investors; to foster cooperation and coordination among the SROs; to remove impediments to, and foster the development of, a national market system and a national clearance and settlement system; and is in conformity with the factors set forth in Section 17(d) of the Act. Commission approval of a plan filed pursuant to Rule 17d-2 relieves an SRO of those regulatory responsibilities allocated by the plan to another SRO. <FTNT> <SU>8</SU>   <E T="03">See</E> Securities Exchange Act Release No. 12935 (October 28, 1976), 41 FR 49091 (November 8, 1976). </FTNT> <HD SOURCE="HD1">II. Proposed Plan</HD> The proposed 17d-2 Plan is intended to reduce regulatory duplication for firms that are common members of both 24X and FINRA. <SU>9</SU> <FTREF/> Pursuant to the proposed 17d-2 Plan, FINRA would assume certain examination and enforcement responsibilities for common members with respect to certain applicable laws, rules, and regulations. <FTNT> <SU>9</SU>  The proposed 17d-2 Plan refers to these common members as “Dual Members.” <E T="03">See</E> Paragraph 1(c) of the proposed 17d-2 Plan. </FTNT> The text of the Plan delineates the proposed regulatory responsibilities with respect to the Parties. Included in the proposed Plan is an exhibit (the “24X Certification of Common Rules,” referred to herein as the “Certification”) that lists every 24X rule, and select federal securities laws, rules, and regulations, for which FINRA would bear responsibility under the Plan for overseeing and enforcing with respect to 24X members that are also members of FINRA and the associated persons therewith (“Dual Members”). Specifically, under the 17d-2 Plan, FINRA would assume examination and enforcement responsibility relating to compliance by Dual Members with the rules of 24X that are substantially similar to the applicable rules of FINRA, <SU>10</SU> <FTREF/> as well as any provisions of the federal securities laws and the rules and regulations thereunder delineated in the Certification (“Common Rules”). In the event that a Dual Member is the subject of an investigation relating to a transaction on 24X, the plan acknowledges that 24X may, in its discretion, exercise concurrent jurisdiction and responsibility for such matter. <SU>11</SU> <FTREF/> <FTNT> <SU>10</SU>   <E T="03">See</E> paragraph 1(b) of the proposed 17d-2 Plan (defining Common Rules). <E T="03">See also</E> paragraph 1(f) of the proposed 17d-2 Plan (defining Regulatory Responsibilities). Paragraph 2 of the Plan provides that annually, or more frequently as required by changes in either 24X rules or FINRA rules, the parties shall review and update, if necessary, the list of Common Rules. </FTNT> <FTNT> <SU>11</SU>   <E T="03">See</E> paragraph 5 of the proposed 17d-2 Plan. </FTNT> Under the Plan, 24X would retain full responsibility for surveillance, examination, investigation and enforcement with respect to trading activities or practices involving 24X's own marketplace, including, without limitation, registration pursuant to its applicable rules of associated persons ( <E T="03">i.e.,</E> registration rules that are not Common Rules); its duties as a DEA pursuant to Rule 17d-1 under the Act; and any 24X rules that are not Common Rules. <SU>12</SU> <FTREF/> <FTNT> <SU>12</SU>   <E T="03">See</E> paragraph 2 of the proposed 17d-2 Plan. </FTNT> <HD SOURCE="HD1">III. Discussion</HD> The Commission finds that the proposed Plan is consistent with the factors set forth in Section 17(d) of the Act  <SU>13</SU> <FTREF/> and Rule 17d-2(c) thereunder  <SU>14</SU> <FTREF/> in that the proposed Plan is necessary or appropriate in the public interest and for the protection of investors, fosters cooperation and coordination among SROs, and removes impediments to and fosters the development of the national market system. In particular, the Commission believes that the proposed Plan should reduce unnecessary regulatory duplication by allocating to FINRA certain examination and enforcement responsibilities for common members that would otherwise be performed by 24X and FINRA. Accordingly, the proposed Plan promotes efficiency by reducing costs to common members. Furthermore, because 24X and FINRA will coordinate their regulatory functions in accordance with the Plan, the Plan should promote investor protection. <FTNT> <SU>13</SU>  15 U.S.C. 78q(d). </FTNT> <FTNT> <SU>14</SU>  17 CFR 240.17d-2(c). </FTNT> The Commission notes that, under the Plan, 24X and FINRA have allocated regulatory responsibility for those 24X rules, set forth in the Certification, that are substantially similar to the applicable FINRA rules in that examination for compliance with such provisions and rules would not require FINRA to develop one or more new examination standards, modules, procedures, or criteria in order to analyze the application of the rule, or a common member's activity, conduct, or output in relation to such rule. In addition, under the Plan, FINRA would assume regulatory responsibility for certain provisions of the federal securities laws and the rules and regulations thereunder that are set forth in the Certification. The Common Rules covered by the Plan are specifically listed in the Certificat ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 13k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━