Two New Classes
$ARK and the fund filed the application on May 20 and amended it on June 11 and Aug. 7 under file number 812-16031. It would amend a prior order granted in November 2025 that permitted multiple share classes. The application for that order, $ARK writes, “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 classes. An Exchange Class would list on a national securities exchange. A Tokenized Class would have ownership “recorded using distributed ledger technology” and 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 seeking relief to list or quote the tokenized shares on decentralized finance platforms.
Tokenized Class shares would be issued through the fund’s subscription process at net asset value, sold without a sales load, and distributed either by registered broker-dealers or directly by the fund’s transfer agent. The class would carry its own costs, including transaction fees on share sales, repurchases and dividend distributions. $ARK seeks relief under sections 6(c), 18 and 17(d) of the Investment Company Act and under Rules 23c-3 and 17d-1. Dechert is counsel on the application.
No Vendor Named
The application does not name a tokenization provider, a transfer agent or a blockchain, referring only to “tokenization agents” and “the Fund’s transfer agent” as expense categories. The Bank of New York Mellon is the fund’s current transfer agent, administrator and custodian, according to the semi-annual report.
$ARK Venture Fund holds equity in Securitize, which went public on the NYSE in July, alongside a $10 million convertible note at 5% due September 2028 that it acquired on Sept. 30, 2025. Securitize is the transfer agent for BlackRock’s tokenized BUIDL fund and has signed tokenization deals across registered products.
Rules Still Pending
The regulatory framework $ARK‘s tokenized class would operate under remains unfinished. The SEC has not adopted or formally proposed the tokenization “innovation exemption” that industry has expected, and The Defiant has reported on repeated delays to it. Chair Paul Atkins’ Regulation Crypto Assets proposal of Aug. 18 covers offering exemptions for crypto asset issuers, not tokenized fund share classes, and is open for comment until Oct. 20.
The SEC on Sept. 1 also proposed its first 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.” That proposal, which The Defiant covered on publication, takes comments until Nov. 3.
