The 40 Act Blog

Incremental Evolution of the SEC’s Approach to Tokenization and the Use of Digital Assets in Registered Fund Structures

Written by admin | Feb 26, 2026

Who may be interested:  Registered Investment Companies; Directors of Registered Investment Companies; Investment Advisers; Broker-Dealers. 

Quick Take:  The SEC continues to evolve the framework for tokenization of investment company securities and the framework around digital assets. Commissioner Mark Uyeda’s recent remarks, along with exemptive applications from F/m Investments LLC and WisdomTree, illustrate new milestones in the industry-wide effort to integrate and modernize the regulatory approach to tokenization and digital-asset structures broadly. 

Recent developments in the regulatory approach to registered funds reflect growing interest in tokenization and digital asset-based structures, as well as the SEC’s willingness to engage with these concepts. On February 9, 2026, at the 2026 Asset Management Derivatives Forum, Commissioner Uyeda described tokenization as a development that could reshape how securities are issued, traded and managed. He also noted that migrating traditional securities to the blockchain, where rights and obligations are represented within the token, on-chain, requires regulators to reconsider legacy processes and approaches to liquidity, collateral and clearing. He highlighted potential benefits such as enhanced security, increased transparency, operational efficiency, immutability, lower costs and reduced reliance on intermediaries, while emphasizing the need to adapt existing rules governing issuance, custody, and trading to blockchain-based environments. He said that the SEC’s use of roundtables, staff statements, and public comment processes to explore practical applications reflects an outcome-oriented approach, citing WisdomTree’s recent exemptive application as an example of tokenization moving from theory to implementation.

On February 12, 2026, F/m Investments announced the launch of its first dual-share class for the U.S. Treasury 3-Month Bill ETF (TBIL), becoming the first firm since Vanguard to offer both mutual fund and ETF share classes. F/m already offered ETF shares for the fund, and after obtaining SEC exemptive relief in January 2026, F/m added a mutual fund share class to its existing fund. Additionally, in January 2026, the firm filed an exemptive application seeking to offer tokenized shares of the now dual-share TBIL through recording ownership of tokenized ETF shares on a permissioned blockchain ledger. This filing makes F/m the first ETF issuer to request SEC approval for tokenized ETF shares. Prior approaches, such as Arcoin, have used private blockchains as duplicate transfer agents, but the actual issuance of fund shares has been managed off-chain through legacy systems. Under F/m’s new proposal, existing ETF shares would be represented on-chain under the same CUSIP and would carry identical economic, governance, and voting rights as conventional shares, and would be subject to the same fee and expense loads. The structure is designed to operate within the Rule 6c-11 framework under the 1940 Act, while preserving existing investor protections. F/m’s application also emphasizes the ability to support both traditional brokerage infrastructure and digital-native, token-aware platforms through a single share class. The application was submitted jointly with The RBB Fund, Inc., the multi-series trust that hosts F/m’s funds.

In a related development, on February 23, 2026, WisdomTree has received exemptive relief from both the SEC and FINRA to permit a money market fund to provide continuous intraday trading and settlement without being subject to T+1 settlement. The exemptive relief addresses (1) the use of amortized cost pricing or penny rounding valuation to maintain a stable $1.00 share price, and (2) affiliated transaction relief under Rule 17d-1 to allow institutional (and eventually, retail) customers to buy and sell fund shares directly with the fund’s affiliated broker-dealer, as principal. The application describes an operational model in which investors transact through a WisdomTree portal, exchanging stablecoin for fund shares and vice versa. Notably, the affiliated broker-dealer would settle transactions within approximately one minute, without first converting stablecoin into cash.

Importantly, the WisdomTree exemptive order is limited to pricing and affiliated transaction issues, and does not address transfer agency or peer-to-peer transactions (which are permitted in the portals). Tokenization and stablecoin settlement are described as part of the operational background and are intended to demonstrate that investors would have an experience comparable to traditional transactions. WisdomTree’s application also does not request relief to authorize tokenization or stablecoin settlement themselves. At a minimum, the SEC’s issuance of order without raising immediate concerns suggests that the agency does not view these features as inherently problematic in this context.

Taken together, Commissioner Uyeda’s remarks, the F/m exemptive application, and the WisdomTree order illustrate the SEC’s increased appetite for innovation of legacy products into the tokenization and digital assets environments. While each initiative seeks relatively narrow relief, the SEC’s engagement indicates a growing openness to how tokenization and stablecoins could be implemented consistent with federal securities laws, so long as core regulatory principles and investor protections remain intact.

Commissioner Uyeda’s Speech can found here. F/m Investments’ exemptive application can be found here and WisdomTree order can be found here.