ARK Investment Management has asked the U.S. Securities and Exchange Commission for permission to issue a share class of its venture fund with ownership recorded on distributed ledger technology, according to an application filed with the agency. The SEC published notice of the request on Aug. 24 and set Sept. 18 as the deadline for hearing requests, after which it may issue an order.
ARK is pursuing the structure through the standard exemptive application process instead of waiting for tokenization relief that the SEC has signaled but has not yet issued. In a footnote, the filing says the applicants "are 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 centers on ARK Venture Fund
The applicant is ARK Venture Fund, a continuously offered closed-end interval fund. Its semi-annual report shows total assets of $562 million as of Jan. 31.
As of May 15, the fund’s existing Class D, Class S, and Class U shares were priced at $49.83, $49.69, and $49.70, respectively, with an aggregate non-affiliate market value of about $912.6 million.
The filing also distinguishes the vehicle from ARK Innovation ETF, which had $6.55 billion in assets and sits in a different registrant, ARK ETF Trust.
Two new classes proposed
ARK and the fund filed the application on May 20 and amended it on June 11 and Aug. 7 under file number 812-16031. The request would amend a prior order granted in November 2025 that allowed multiple share classes.
ARK wrote that the application tied to that earlier order "included a representation that '[s]hares of the Funds will not be listed on any securities exchange, nor quoted on any quotation medium.'"
The amended order would create two new classes:
- Exchange Class: to be listed on a national securities exchange.
- Tokenized Class: ownership would be "recorded using distributed ledger technology" and the shares could 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 asking for relief to list or quote the tokenized shares on decentralized finance platforms.
Distribution and fee structure
Under the filing, Tokenized Class shares would be issued through the fund’s subscription process at net asset value and sold without a sales load. Distribution would take place either through registered broker-dealers or directly by the fund’s transfer agent.
The class would bear its own expenses, including transaction fees tied to share sales, repurchases, and dividend distributions.
ARK is seeking relief under sections 6(c), 18, and 17(d) of the Investment Company Act, as well as Rules 23c-3 and 17d-1. Dechert is listed as counsel on the application.
No provider or blockchain named
The filing does not name a tokenization provider, a transfer agent, or a blockchain. It refers only to "tokenization agents" and "the Fund’s transfer agent" as expense categories.
According to the semi-annual report, The Bank of New York Mellon is currently the fund’s transfer agent, administrator, and custodian.
ARK Venture Fund also holds equity in Securitize. The filing says Securitize went public on the New York Stock Exchange in July, and that the fund also holds a $10 million convertible note with a 5% rate due in September 2028, acquired on Sept. 30, 2025.
Securitize serves as transfer agent for BlackRock’s tokenized BUIDL fund and has signed tokenization agreements across registered products.
Rulemaking still incomplete
The regulatory structure that would govern ARK’s tokenized class is still unfinished. The SEC has neither adopted nor formally proposed the tokenization "innovation exemption" that market participants have been expecting, and The Defiant has previously reported on repeated delays.
SEC Chair Paul Atkins’ Regulation Crypto Assets proposal, released on Aug. 18, addresses offering exemptions for crypto asset issuers rather than tokenized fund share classes. The comment period runs through Oct. 20.
On Sept. 1, the SEC also proposed its first major overhaul of transfer agent rules in roughly four decades, citing the use of "blockchain technology in connection with securities offerings and the transfer of shares." The Defiant reported on that proposal when it was published. Comments on that rulemaking are due by Nov. 3.