This development signals the SEC’s continued prioritization of initiatives that would expand retail investor access to private markets through registered products. The SEC’s publication initiates a hearing-request period through September 18, 2026. An order granting the requested relief will be issued unless the SEC orders a hearing.
Background
The fund seeking the expanded exemptive relief currently provides periodic liquidity through a quarterly repurchase program typical of interval funds while also relying on an SEC exemptive order to issue shares in multiple classes differentiated through asset-based distribution or servicing fees and early withdrawal charges developed for retail distribution.
In November 2025, the SEC issued an exemptive order permitting the fund to offer multiple share classes, but this order included as a central condition that shares not be listed on any securities exchange, nor quoted on any quotation medium, and that the fund did not expect a secondary trading market to develop for its shares. This condition is consistent with the approach taken by the SEC in similar exemptive relief provided to other fund groups and their sponsors.
The Amended Application
The current application seeks to amend the prior order to permit the fund to issue two additional types of share classes:
- Exchange Class. A class of shares listed on a national securities exchange, providing investors with continuous secondary-market liquidity through exchange trading during market hours.
- Tokenized Class. A class of shares traded on one or more ATSs or quoted on one or more other quotation mediums, using blockchain-based infrastructure for settlement and transfer.
Both new classes would coexist with the fund’s existing interval fund share classes, which continue to provide liquidity solely through periodic repurchase offers. Accordingly, the application seeks continued exemptions from Sections 18(a)(2), 18(c), and 18(i) of the Investment Company Act of 1940 (the structural and voting provisions that apply to senior securities and multiple share classes), Rule 23c-3 (the interval fund repurchase rule), and an order under Section 17(d) and Rule 17d-1 (affiliated transactions). While the applicant fund’s investment strategy includes a specific focus on venture-stage companies that are not otherwise accessible through traditional registered fund structures, the regulatory relief under the SEC order would apply to any closed-end interval fund in the fund family managed by the applicant fund’s sponsor.
Notably, among various additional conditions and structural requirements of the exemptive order application is a requirement that if shares of any class are issued at a premium to the class’s then-current net asset value (NAV), the fund will offer shares of all classes subject to the same premium. Further, shares of common stock in the fund will not be offered at a price below the applicable class’s then-current NAV unless the same offer is made to holders of all classes of common stock in the fund.
Importance of This Application
This application reinforces and accelerates a directional shift in SEC exemptive relief for interval funds from just a few years ago. Indeed, recent multiclass orders for interval funds and privately offered business development companies have uniformly required that shares not be listed on an exchange or traded on a secondary market. The SEC’s decision to publish this notice signals the SEC’s willingness to permit a hybrid structure in which an interval fund simultaneously offers classes with fundamentally different liquidity profiles: periodic repurchase-only classes alongside exchange-traded or ATS-traded classes, which can be expected to trade at a premium or discount to NAV.
This has significant implications for fund sponsors seeking to broaden distribution of private-market strategies to a wider investor base without abandoning the closed-end interval fund structure that permits holding higher levels of illiquid assets compared to retail mutual funds.
The inclusion of a tokenized share class traded on ATSs also reflects the SEC’s continued engagement with blockchain-based market infrastructure for registered fund products.
Taken together, these developments reflect a sustained interest by the SEC in reducing structural barriers that have historically limited retail and institutional investors’ access to private-market asset classes through regulated fund products.
Next Steps
Your Alston & Bird Investment Funds Group is monitoring developments in the expansion of retail access to alternative asset classes and is ready to help with any questions about the conditions for multiclass exemptive relief for interval fund structures or the expanding regulatory framework for private-market access vehicles.If you have any questions, or would like additional information, please contact one of the attorneys on our Investment Funds team.
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