Invest1 publisher3 min readPublished
ARK asks the SEC to let its venture fund settle shares same-day on a blockchain
The relief arrives by default if nobody requests a hearing, which leaves the fee as the open question: strip out distribution charges and all three existing classes cost the same 2.75%, and the tokenized one is blank.
The Investor · Invest desk
What happened
- ARK Investment Management filed a Second Amended Application with the SEC on August 7 to add Exchange and Tokenized share classes to its Venture Fund, while saying it has no plans to introduce the new class now.
- The Tokenized Class would track ownership on a distributed ledger, trade on registered ATS venues or peer-to-peer between whitelisted wallets, and settle some transactions T+0 against T+1 for the exchange-listed class.
- The requested order would replace an earlier one under which the fund's shares were not exchange-registered, not quoted and not expected to have any secondary market at all.
- The SEC published its notice on August 24 and set hearing requests at 5:30 p.m. ET on September 18, with the relief assumed granted if the Commission holds no hearing.
- The three existing classes run net annual expenses of 2.90%, 3.60% and 3.50% after reimbursement, carrying distribution and shareholder-services fees of 0.15%, 0.85% and 0.75% respectively.
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Why it matters
- constraint With the SEC holding that issuance format does not change how the securities laws apply, a tokenized class wins no regulatory concession from being onchain, so its only competitive lever is the fee it charges to reach a buyer.
- decision Because the fund's cost is 2.75% before distribution charges in every existing class, whatever number ARK eventually prints for the Tokenized Class is the entire case for the channel, and it is currently unspecified.
- exposure Permitting secondary trading in a fund that previously had none puts a market price on private-company marks that until now were only struck at NAV, and any discount becomes visible to shareholders and the Commission alike.
- precedent Relief that takes effect unless someone asks for a hearing gives every other unlisted interval fund a template that needs no affirmative Commission vote to follow.
Strip the distribution and shareholder-servicing fee out of each of ARK Venture Fund's three existing classes and the same number falls out three times: 2.90 minus 0.15, 3.60 minus 0.85, 3.50 minus 0.75, all of it 2.75% [5][1]. The fund costs what the fund costs. The classes are a price list for getting to a buyer, and the up-to-3.50% sales load on Class S is the part that pays a person to sell it [6]. So the interesting blank in the August 7 amendment is not the ledger; it is the line where the Tokenized Class's distribution fee goes, which ARK has not filled in and has not committed to filling in soon [1][7].
That blank is where the tokenized-fund argument actually sits, because the regulatory arbitrage has already been closed off. Three SEC divisions said in January that the format in which a security is issued does not affect application of the federal securities laws [8], and Chairman Paul Atkins said on September 1 that coming transfer-agent rules will account for electronic communications and blockchain technology in offerings and transfers [9]. A token is the same security with a cheaper path to a holder: distribution by broker-dealer or straight from the transfer agent, trading on a registered ATS or peer-to-peer between whitelisted wallets, with some transactions settling T+0 against T+1 for the listed class [2]. Arrive with Class S's 0.85% attached and it is Class S with extra steps.
The market on the other side of that plumbing is smaller than the vocabulary around it. RWA.xyz counted $2.35bn of tokenized equity and venture capital across 25 assets and 7,263 holders on September 8, of which Blockchain Capital's BCAP token was $960m [10], or 41% of everything [2]; divide the total by the holders and the average position is roughly $323,000 [3], which is an accredited pool, not a retail channel. Cryptopolitan's earlier reporting put onchain tokenized equity trading at $9bn in July against $1bn in January [11], a nine-fold move [5] that measures turnover rather than stock and therefore does not reconcile with the $2.35bn outstanding figure at all.
PwC's $715bn projection, growing 41% a year [12], is a claim about tokenized investment assets worldwide rather than this slice: $715bn is 304 times $2.35bn, and 304 times at 41% annually takes about 17 years [4].
The read here is that ARK has bought optionality rather than launched a product, and the filing says so twice over, since the company has no plans to introduce the class now [1] and the application only says some tokenized transactions may settle T+0 [2]. What makes it more than a pitch deck is the mechanism: the notice went out August 24, and absent a hearing the Commission is assumed to grant [4], so a listed class and an onchain class both become available to an unlisted interval fund whose prior order said no secondary market was anticipated [3][13]. (That order is dated November 2025 in the source while the amendment is dated August 7, which does not reconcile.) Asking for the exchange route and the chain route in one application is the tell worth pricing: ARK does not know which channel clears, and one filing fee buys both.
What to watch
- Whether any hearing request landed by the 5:30 p.m. ET deadline on September 18, which is what turns a default grant into an argued one.
- The distribution and shareholder-services fee ARK eventually states for the Tokenized Class, measured against Class D's 0.15% and Class S's 0.85%.
- Whether the tokenized equity and venture capital total broadens beyond BCAP's 41% share, or stays one token with a long tail behind it.