ARK asks SEC for a tokenized share class without asking it to bless the ledger

ARK Investment Management has asked the SEC to approve a share class of its venture fund with ownership recorded on a distributed ledger, and the application's most telling sentence is the one that asks for nothing. ARK Venture Fund says in a footnote, as The Defiant reported, that it is “not seeking exemptive relief with respect to whether or how distributed ledger technology is used by a Fund to maintain a record of its shareholders.” Application number 812-16031, filed May 20 and amended June 11 and Aug. 7, runs the standard exemptive route rather than waiting on the tokenization relief the SEC has floated but not issued.

The SEC published notice of the request on Aug. 24 and set a Sept. 18 deadline for hearing requests, after which it can grant an order. This is not a new fund. ARK Venture Fund is a continuously offered closed-end interval fund that held $562 million in total assets as of Jan. 31, according to its semi-annual report, and it belongs to a different registrant from the $6.55 billion ARK Innovation ETF, which sits in ARK ETF Trust. Its existing Class D, Class S and Class U shares were priced at $49.83, $49.69 and $49.70 as of May 15, amounting to an aggregate non-affiliate market value of about $912.6 million.

The application would amend an order the SEC granted in November 2025 permitting multiple share classes, and it would erase a sentence from that earlier filing — the representation that the shares “will not be listed on any securities exchange, nor quoted on any quotation medium” — to give the fund two futures.

One future is an Exchange Class that would list on a national securities exchange; the other is a Tokenized Class whose ownership would be recorded on distributed ledger technology and which would trade on alternative trading systems registered under Regulation ATS, on other quotation mediums, or through peer-to-peer transfers between whitelisted wallets. ARK is not seeking relief to list or quote the tokenized shares on decentralized finance platforms, so whatever secondary market develops would run on regulated venues and whitelisted addresses rather than DeFi.

Issued through the fund's subscription process at net asset value and sold without a sales load, Tokenized Class shares would be distributed either by registered broker-dealers or directly by the fund's transfer agent, and the class would carry its own costs, including transaction fees on share sales, repurchases and dividend distributions. ARK seeks its exemptions under sections 6(c), 18 and 17(d) of the Investment Company Act and under Rules 23c-3 and 17d-1, with Dechert as counsel.

The most deliberate absence in the filing is infrastructural: no tokenization provider is named, no transfer agent, no blockchain, only the phrases “tokenization agents” and “the Fund's transfer agent.” After two amendments in three months, those empty boxes read as the argument rather than an oversight — ARK's position is that a ledger adds nothing to the exemptions it needs, so the ledger should not appear in the relief. An SEC order granted on that logic would bless a recordkeeping architecture without blessing any vendor in particular, leaving ARK to fill in the names later, and every sponsor that copies the form would do the same.

The SEC has telegraphed tokenization relief but not issued it, and an exemptive order runs on the agency's own clock: it can issue as soon as the hearing-request window closes, meaning an order now beats a framework later for a sponsor that already runs an operating interval fund with three share classes. The institutional tokenization rulebook is being drafted one exemptive application at a time, a pattern PWD has argued will shape the asset class as much as venue listings or custody rules.

The wager is that the SEC will answer the narrow question—whether this fund can run a DLT-recorded class inside its existing exemptive structure—without being forced to answer the broad one about what a tokenized fund share is, because the footnote is designed to make that broad question disappear: the ledger is a recordkeeping detail, and the relief sought concerns share classes, pricing and distribution. Every interval fund sponsor watching will learn how much of the tokenized-fund future can be built on orders rather than rules.

Once the Sept. 18 hearing-request window closes without a hearing, the SEC can grant the order, and the file then changes flavor: a class cannot actually be issued and traded on the terms ARK describes unless the unnamed tokenization agent and the unnamed transfer agent exist behind those terms, and unless a quoting venue exists. The natural place for their names is the next version of file 812-16031.