[Federal Register Volume 91, Number 164 (Wednesday, August 26, 2026)]
[Notices]
[Pages 55149-55152]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-17422]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 36308; 812-16031]
ARK Venture Fund and ARK Investment Management LLC
August 24, 2026.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').
ACTION: Notice.
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Notice of an application to amend a prior order under section 6(c)
of the Investment Company Act of 1940 (the ``Act'') for an exemption
from sections 18(a)(2), 18(c) and 18(i) of the Act, under sections 6(c)
and 23(c) of the Act for an exemption from rule 23c-3 under the Act,
and for an order pursuant to section 17(d) of the Act and rule 17d-1
under the Act.
Summary of Application: Applicants request an order (``Order'') to
amend and supersede a prior order that permits certain registered
closed-end management investment companies (``funds'') to issue
multiple classes of shares and to impose asset-based distribution and/
or service fees and early withdrawal charges (``Prior Order''). In
applying for the Prior Order, the applicants represented that
``[s]hares of the [f]unds will not be listed on any securities
exchange, nor quoted on any quotation medium, and the [f]unds do not
expect there to be a secondary trading market for their shares.''
Applicants seek to amend the Prior Order so that the funds may now
offer (i) a class of shares (``Exchange Class'') listed on a national
securities exchange (an ``Exchange''), and (ii) a class of tokenized
shares (``Tokenized Class'') traded on one or more alternative trading
systems (``ATSs'') or quoted on one or more other quotation mediums.
Applicants ARK Venture Fund (the ``Initial Fund'') and ARK Investment
Management LLC (the ``Adviser'' and together with the Initial Fund, the
``Applicants'').
Filing Dates: The application (``Application'') was filed on May 20,
2026, and amended on June 11, 2026 and August 7, 2026.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing on any application by emailing
the SEC's Secretary at [email protected] and serving the
Applicants with a copy of the request by email, if an email address is
listed for the relevant Applicant below, or personally or by mail, if a
physical address is listed for the relevant Applicant below. The email
should include the file number referenced above. Hearing requests
should be received by the Commission by 5:30 p.m., Eastern Time, on
September 18, 2026, and should be accompanied by proof of service on
the Applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request notification by emailing the
Commission's Secretary at [email protected].
ADDRESSES: The Commission: [email protected]. Applicants: Tom
Staudt, ARK Investment Management LLC, 200 Central Avenue, Suite 220,
St. Petersburg, FL 33701; Allison Fumai, Esq., William J. Bielefeld,
Esq., Robert Shapiro, Esq., Dechert LLP, [email protected],
[email protected], [email protected],
respectively.
FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, Thomas
Ahmadifar, Branch Chief, or Daniele Marchesani, Assistant Chief Counsel
at (202) 551-6825 (Division of Investment Management, Chief Counsel's
Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application, filed August 7, 2026, which may be obtained via the
Commission's website by searching for the file number at the top of
this document, or for an Applicant using the Company name search field,
on the SEC's EDGAR system. The SEC's EDGAR system may be searched at
https://www.sec.gov/search-filings. You may also call the SEC's Office
of Investor Education and Assistance at (202) 551-8090.
Applicants' Representations
1. The Initial Fund is a Delaware statutory trust that is
registered under the Act as a continuously offered, non-diversified
closed-end management investment company and operated as an interval
fund pursuant to rule 23c-3 under the Act. The Initial Fund's
investment objective is to seek long-term growth of capital. The
Initial Fund seeks to achieve its investment objective by investing
primarily in domestic and foreign equity securities of companies that
are relevant to the Initial Fund's investment theme of disruptive
innovation. Pursuant to the Prior Order, the Initial Fund is currently
offering Class D, Class S and Class U shares, which are subject to
different sales loads, distribution fees, and shareholder services
fees.
2. The Adviser is a Delaware limited liability company and is an
investment adviser registered with the Commission under the Investment
Advisers Act of 1940. The Adviser serves as the Initial Fund's
investment adviser pursuant to an advisory agreement.
3. On November 17, 2025, the SEC issued the Prior Order granting
certain exemptions permitting the Initial Fund to issue multiple
classes of shares and to impose early withdrawal charges (``EWCs'') and
asset-based distribution and/or service fees with respect to certain
classes.\1\
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\1\ ARK Venture Fund & ARK Inv. Mgmt. LLC, Investment Company
Act Release No. IC-35744 (Sept. 9, 2025) (notice); Investment
Company Act Release No. IC-35787 (Nov. 17, 2025) (order).
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4. The application for the Prior Order included a representation
that ``[s]hares of the [f]unds will not be listed on any securities
exchange, nor quoted on any quotation medium, and the [f]unds do not
expect there to be a secondary trading market for their shares.''
Applicants seek to amend the Prior Order so that the funds may now
issue (i) Exchange Class shares that will be listed on an Exchange, and
(ii) Tokenized Class shares that may be traded on one or more ATSs that
are subject to Regulation ATS, registered with the SEC, and operated by
broker-dealers that are registered with the SEC and members of the
Financial Industry Regulatory Authority (``FINRA'') or quoted on one or
more other quotation mediums. The Order would supersede the Prior
Order, with the result that no person will continue to rely on the
Prior Order if the Order is granted.
5. Applicants request that the Order, like the Prior Order, also
apply to any continuously offered registered closed-end management
investment company that has been previously organized or that may be
organized in the future for which the Adviser or any entity
controlling, controlled by, or under common control with the Adviser,
or any successor in interest to any such
[[Page 55150]]
entity,\2\ acts as investment adviser and that operates as an interval
fund pursuant to rule 23c-3 under the Act or provides periodic
liquidity with respect to its shares pursuant to rule 13e-4 under the
Securities Exchange Act of 1934, as amended (each, a ``Future Fund'',
and together with the Initial Fund, the ``Funds'').\3\
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\2\ A successor in interest is limited to an entity that results
from a reorganization into another jurisdiction or a change in the
type of business organization.
\3\ Applicants represent that any of the Funds relying on this
relief in the future will do so in compliance with the terms and
conditions of the Application. Applicants further represent that
each entity presently intending to rely on the requested relief is
listed as an applicant.
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6. Applicants state that the Exchange Class shares will be issued
onto an Exchange pursuant to an at-the-market offering, will be sold
without a sales load, and may be subject to distribution and
shareholder services fees.
7. Applicants state that the Tokenized Class shares will be
distributed either by registered broker-dealers or directly by the
Fund's transfer agent, will be sold without a sales load, and may be
subject to distribution and shareholder services fees. Applicants
submit that Tokenized Class shares will be issued through the Initial
Fund's subscription process and a shareholder's record of ownership of
a Tokenized Class share will be recorded using distributed ledger
technology. Applicants state that Tokenized Class shares may be traded
on one or more ATSs or quoted on another quotation medium or be traded
through peer-to-peer transactions between wallets that are approved,
per condition 6 below.
8. Each Fund will allocate all expenses incurred by it among the
various classes of shares based on the net assets of that Fund
attributable to each such class, except that the net asset value and
expenses of each class will reflect the expenses associated with the
distribution plan of that class (if any), service fees attributable to
that class (if any), including transfer agency fees, and any other
incremental expenses of that class. Expenses of a Fund allocated to a
particular class of shares will be borne on a pro rata basis by each
outstanding share of that class. Applicants state that each Fund will
comply with the provisions of rule 18f-3 as if it were an open-end
investment company. Consistent with these representations, Applicants
submit that each of the Exchange Class shares and Tokenized Class
shares will be subject to ``Other Expenses'' related to the particular
operations of the respective share class. Such expenses may include,
among others, costs associated with Exchange listing; costs payable to
the Depository Trust & Clearing Corporation (``DTC''); costs payable to
transfer agents, tokenization agents and other service providers that
provide class specific services; and, for the Tokenized Class shares,
transaction (gas) fees associated with the sale and repurchase of
shares or the distribution of dividends.
9. Applicants state that, depending upon the listing rules of the
Exchange on which the Initial Fund lists the Exchange Class shares, the
Initial Fund may be required to hold annual meetings of shareholders,
which, because all classes of shares will have the same voting rights
except with respect to matters solely related to that class, will
require a meeting of shareholders of all classes of the Initial Fund's
shares. Applicants state that, if such annual meetings of shareholders
are required by the listing rules of the applicable Exchange, the
holders of all classes of shares of the Initial Fund will be able to
participate in and will benefit from such annual meetings, and the
expenses associated with such annual meetings will be allocated across
all shareholders of the Initial Fund consistent with rule 18f-3 under
the Act. Applicants represent that, to the extent that the Initial Fund
is required to hold an annual meeting of shareholders to comply with
the listing rules applicable to the Exchange Class, the Initial Fund
will disclose in its registration statement that the non-Exchange
listed classes will pay a portion of the related expenses, even though
they are only subject to the requirement due to the listing rules
applicable to the Exchange Class.
10. Applicants submit that all classes of shares of the Initial
Fund will be issued by the Initial Fund at the applicable class's then-
current NAV, and investors will be able to purchase shares from the
Initial Fund at such NAV plus any applicable sales or distribution
charge. Applicants state that, to the extent that the Initial Fund
offers shares of any class at a premium to such class's then-current
NAV, it will offer shares of all classes subject to the same premium.
Applicants further state that the Initial Fund will comply with section
23(b) of the Act in issuing its shares, including any Exchange Class
shares and Tokenized Class shares, and will not sell any shares of its
common stock at a price below the applicable class's then-current NAV
unless the same offer is made to holders of all classes of the Initial
Fund's common stock. Applicants also submit that any repurchase offers
made by the Funds will be made equally to all holders of shares of each
such Fund and of each class of such Fund, and the percentage taken up
and paid for in any repurchase offer will be allocated on a Fund, not
class, basis.
11. Applicants state that, from time to time, the Initial Fund may
create additional classes of shares, the terms of which may differ from
Class D, Class S, Class U, Exchange Class, and Tokenized Class, with
respect to their arrangements for sales loads, distribution fees, or
shareholders services fees pursuant to and in compliance with rule 18f-
3 under the Act and the terms and conditions of the Application.
Applicants represent that any asset-based distribution and/or service
fees for each class of shares of the Funds will comply with the
provisions of FINRA rule 2341(d) (the ``FINRA Sales Charge Rule'').\4\
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\4\ All references in the Application to the FINRA Sales Charge
Rule include any Financial Industry Regulatory Authority successor
or replacement rule to the FINRA Sales Charge Rule.
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Applicants' Legal Analysis 5
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\5\ Applicants do not believe that interval funds, such as the
Initial Fund, require any specific relief to either list their
shares on an Exchange or trade them on an ATS.
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Multiple Classes of Shares
1. Section 18(a)(2) of the Act provides that a closed-end
investment company may not issue or sell a senior security that is a
stock unless certain requirements are met. Applicants acknowledge that
the creation of multiple classes of shares of the Funds may violate
section 18(a)(2) because the Funds may not meet such requirements with
respect to a class of shares that may be a senior security.
2. Section 18(c) of the Act provides, in relevant part, that a
closed-end investment company may not issue or sell any senior security
if, immediately thereafter, the company has outstanding more than one
class of senior security. Applicants acknowledge that the creation of
multiple classes of shares of the Funds may be prohibited by section
18(c), as a class may have priority over another class as to the
distribution of assets or payment of dividends because: (i)
shareholders of different classes would pay different fees and expenses
and (ii) the record date for dividend distributions on non-Exchange
Class shares will be one business day before the ex-dividend date,
whereas, due to Exchange requirements, the record date on the Exchange
Class shares is expected to be the ex-dividend date.
3. Section 18(i) of the Act provides that each share of stock
issued by a registered management investment company will be a voting
stock and
[[Page 55151]]
have equal voting rights with every other outstanding voting stock.
Applicants acknowledge that multiple classes of shares of the Funds may
violate section 18(i) of the Act because each class would be entitled
to exclusive voting rights with respect to matters solely related to
that class.
4. Section 6(c) of the Act provides that the Commission may exempt
any person, security or transaction or any class or classes of persons,
securities or transactions from any provision of the Act, or from any
rule or regulation under the Act, if and to the extent such exemption
is necessary or appropriate in the public interest and consistent with
the protection of investors and the purposes fairly intended by the
policy and provisions of the Act.
5. Applicants request exemptive relief, consistent with the Prior
Order, to the extent that a Fund's issuance and sale of multiple
classes of shares might be deemed to result in the issuance of a class
of ``senior security'' within the meaning of section 18(g) of the Act
that would violate the provisions of section 18(a)(2) of the Act,
violate the equal voting provisions of section 18(i) of the Act, and,
if more than one class of senior security were issued, violate section
18(c) of the Act.
6. Applicants do not believe that the features of the Exchange
Class or Tokenized Class of shares discriminate against any group of
shareholders or otherwise raise the concerns that section 18 is
intended to address. Applicants state that each Fund will comply with
the provisions of rule 18f-3 as if it were an open-end investment
company. Applicants further state that, while holders of Exchange Class
or Tokenized Class shares may engage in secondary transactions in
shares (via the Exchange, an ATS, or through a peer-to-peer
transaction, as applicable), and may purchase such shares from third
parties at prices above or below NAV in secondary market transactions,
such transactions will not involve transactions with a Fund, and so
will not create either potentially senior claims on the Fund's assets
or dilution of the interests of other shareholders. In addition,
Applicants note that holders of other classes of shares would be able
to exchange their shares for Exchange Class or Tokenized Class shares
if they wish to take advantage of these features.
7. With respect to the declaration and payment of dividends,
Applicants do not expect the difference in record dates to have any
material economic impact on a particular share class. Applicants state
that the ex-dividend date will be the same for all classes of a Fund,
and a Fund will adjust the NAV for all classes on the same day as a
result of the dividends to be paid.
Early Withdrawal Charges
8. Applicants request exemptive relief, consistent with the Prior
Order, from rule 23c-3(b)(1) to the extent that rule is construed to
prohibit the imposition of an EWC by the Funds. No EWC will be charged
on Exchange Class shares or Tokenized Class shares.
Asset-Based Distribution and/or Service Fees
9. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
an affiliated person of a registered investment company, or an
affiliated person of such person, acting as principal, from
participating in or effecting any transaction in connection with any
joint enterprise or joint arrangement in which the investment company
participates unless the Commission issues an order permitting the
transaction. In reviewing applications submitted under section 17(d)
and rule 17d-1, the Commission considers whether the participation of
the investment company in a joint enterprise or joint arrangement is
consistent with the provisions, policies and purposes of the Act, and
the extent to which the participation is on a basis different from or
less advantageous than that of other participants.
10. Rule 17d-3 under the Act provides an exemption from section
17(d) and rule 17d-1 to permit open-end investment companies to enter
into distribution arrangements pursuant to rule 12b-1 under the Act.
11. Applicants request that the Order, like the Prior Order,
provide relief, pursuant to section 17(d) and rule 17d-1 to the extent
necessary for a Fund to pay asset-based distribution and/or service
fees. Applicants represent that the Funds will comply with rules 12b-1
and 17d-3 as if those rules applied to closed-end investment companies.
12. For the reasons stated above, Applicants submit that the
exemptions requested under section 6(c) are necessary and appropriate
in the public interest and are consistent with the protection of
investors and the purposes fairly intended by the policy and provisions
of the Act. Applicants further submit that the relief requested
pursuant to section 23(c)(3) will be consistent with the protection of
investors and will ensure that Applicants do not unfairly discriminate
against any holders of the class of securities to be purchased.
Finally, Applicants state that the Funds' imposition of asset-based
distribution and/or service fees is consistent with the provisions,
policies and purposes of the Act and does not involve participation on
a basis different from or less advantageous than that of other
participants.
Applicants' Conditions
Applicants agree that any Order granting the requested relief will
be subject to the following conditions:
1. Each Fund relying on the Order will comply with the provisions
of rules 6c-10, 12b-1, 17d-3, 22d-V1, and, where applicable, 11a-3
under the Act, as amended from time to time, as if those rules applied
to closed-end management investment companies, and will comply with the
FINRA Sales Charge Rule, as amended from time to time, as if that rule
applied to all closed-end management investment companies. In addition,
each Fund relying on the Order will comply with the provisions of rule
18f-3, and any costs attributable specifically to a class will be
allocated exclusively to that class, except that costs of annual
shareholder meetings, if required by the Exchange-listing rules
applicable to the Exchange Class, will be borne by all classes in
accordance with the requirements of rule 18f-3.
2. Each business day, each Fund will disclose prominently on its
website, which will be publicly available and free of charge, its
current net asset value per share as of the end of the prior business
day.
3. No Fund will impose any EWC on any Exchange Class shares or
Tokenized Class shares.
4. Each Fund will clearly disclose in its registration statement
and on its website that purchases and sales on an Exchange, an ATS, or
in peer-to-peer transactions may be at prices other than NAV, which may
result in shareholders purchasing shares for more than, or selling
shares for less than, NAV.
5. To the extent that a Fund is required to hold an annual meeting
of shareholders to comply with the listing rules applicable to the
Exchange Class, such Fund will disclose in its registration statement
that the non-Exchange listed classes will pay a portion of the related
expenses, even though they are only subject to the requirement due to
the listing rules applicable to the Exchange Class.
6. Each Fund (or its agent on the Fund's behalf) will, in a manner
consistent with applicable law, perform anti-money laundering and know
your customer reviews of all wallets that propose to hold Tokenized
Class shares to confirm that the Initial Fund (or its agent) has
sufficient identifying information on the owner of such
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wallet, and only approved wallets will be permitted to hold Tokenized
Class shares. In doing so, each Fund will comply with applicable laws
concerning customer and investor identification, including any
applicable laws concerning the prevention of money laundering and the
application of sanctions controls.
For the Commission, by the Division of Investment Management,
under delegated authority.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-17422 Filed 8-25-26; 8:45 am]
BILLING CODE 8011-01-P