Key Takeaways
- • ARK Venture Fund has filed an amended application with the SEC (initially May 20, 2026; amended June 11 and August 7, 2026) seeking permission to create two new share classes: an Exchange Class listed on a national securities exchange and a Tokenized Class traded on alternative trading systems (ATSs).
- • The Tokenized Class will record shareholder ownership using distributed ledger technology, representing a significant shift from the fund's prior exemptive relief, which explicitly stated shares would not be listed on exchanges or quoted on secondary markets.
- • ARK Investment Management is seeking to amend its prior SEC order under section 6(c) of the Investment Company Act of 1940, requiring exemptions from sections 18(a)(2), 18(c), and 18(i), plus relief from rule 23c-3 and compliance with section 17(d).
- • The ARK Venture Fund is a Delaware statutory trust registered as a continuously offered, non-diversified closed-end management investment company focused on investing in both private and public companies within disruptive innovation themes.
- • An SEC order granting the requested relief is expected unless the Commission orders a hearing; the application represents one of the first major asset manager attempts to introduce tokenized share structures for venture fund holdings.
Summary
ARK Investment Management and its ARK Venture Fund submitted a formal application to the Securities and Exchange Commission on May 20, 2026, with subsequent amendments filed on June 11 and August 7, 2026, seeking to fundamentally restructure the fund's share class offerings. The application requests approval to introduce two distinct share classes that diverge significantly from the fund's original regulatory framework: an Exchange Class eligible for listing on a national securities exchange, and a Tokenized Class that would trade on alternative trading systems with ownership recorded via distributed ledger technology.
This amendment directly contradicts the fund's prior exemptive relief, under which applicants had represented that "shares of the funds will not be listed on any securities exchange, nor quoted on any quotation medium, and the funds do not expect there to be a secondary trading market for their shares." The new application explicitly seeks to create secondary market trading capabilities, marking a strategic pivot toward greater liquidity and accessibility for investors in the venture fund space.
The regulatory framework for this request involves complex exemptive relief under multiple sections of the Investment Company Act of 1940. ARK is seeking an amended order that would exempt the Tokenized Class from sections 18(a)(2), 18(c), and 18(i) of the Act—provisions governing multiple share classes, distribution fees, and capital structure—as well as relief from rule 23c-3. Additionally, the applicants are requesting an order under section 17(d) and rule 17d-1 for any necessary conflict-of-interest relief. The ARK Venture Fund itself is structured as a Delaware statutory trust, operating as a continuously offered, non-diversified, closed-end management investment company with a mandate to pursue long-term capital growth through investments in both private and public companies within disruptive innovation sectors.
The approval of this application would represent a notable regulatory milestone in the integration of tokenized securities within traditional venture fund structures, allowing institutional and qualified investors to hold fund shares in digital form while maintaining SEC oversight and compliance. According to the Federal Register notice dated August 24, 2026, an order granting the requested relief is expected to be issued unless the Commission orders a hearing on the matter.
This amendment directly contradicts the fund's prior exemptive relief, under which applicants had represented that "shares of the funds will not be listed on any securities exchange, nor quoted on any quotation medium, and the funds do not expect there to be a secondary trading market for their shares." The new application explicitly seeks to create secondary market trading capabilities, marking a strategic pivot toward greater liquidity and accessibility for investors in the venture fund space.
The regulatory framework for this request involves complex exemptive relief under multiple sections of the Investment Company Act of 1940. ARK is seeking an amended order that would exempt the Tokenized Class from sections 18(a)(2), 18(c), and 18(i) of the Act—provisions governing multiple share classes, distribution fees, and capital structure—as well as relief from rule 23c-3. Additionally, the applicants are requesting an order under section 17(d) and rule 17d-1 for any necessary conflict-of-interest relief. The ARK Venture Fund itself is structured as a Delaware statutory trust, operating as a continuously offered, non-diversified, closed-end management investment company with a mandate to pursue long-term capital growth through investments in both private and public companies within disruptive innovation sectors.
The approval of this application would represent a notable regulatory milestone in the integration of tokenized securities within traditional venture fund structures, allowing institutional and qualified investors to hold fund shares in digital form while maintaining SEC oversight and compliance. According to the Federal Register notice dated August 24, 2026, an order granting the requested relief is expected to be issued unless the Commission orders a hearing on the matter.
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