Franklin Templeton holds talks with SEC employees on tokenized fund trading and liquidity pools

富兰克林邓普顿与SEC加密工作组就代币化基金交易规则进行深入探讨

据美国证券交易委员会（SEC）的会议备忘录显示，富兰克林邓普顿（Franklin Templeton）代表于10月9日与该机构的“加密任务小组”（Crypto Task Force）工作人员举行了会晤。双方重点讨论了在代币化国家证券市场（NMS）股票之间进行代币化货币市场基金份额交易的相关事宜。

此次会议的议程还涉及一个关键问题：流动性提供商能否在未获得《1934年证券交易法》第22(d)条及第22c-1条豁免的情况下收取服务费。这一讨论将焦点从单纯将基金份额上链转移到了代币化基金的运营规则上，特别是这些份额如何在允许的交易场所中作为交易的一方或向代币化证券提供流动性的资产发挥作用。

代币化证券场所与监管豁免问题

备忘录将货币市场基金的问题置于“代币化证券场所”（Tokenized Securities Venues, 简称TSV）和代币化NMS股票的框架下进行讨论。NMS股票是指受全国市场系统覆盖的证券。文件并未表明委员会已做出决定或授予所讨论的豁免权。

Articles 22(d) and 22c-1 appear on the agenda and are mainly related to potential service fee issues for liquidity providers. This is a question independent of whether tokenized fund shares can be used for trading pairs: the meeting materials also consider the pairing of assets and the economic role of the company providing liquidity. Franklin Templeton's involvement is landmark because these issues extend to how investment products work after tokenization. The SEC memorandum identifies a range of regulatory issues that may arise, namely the challenges faced when fund units are intended to be circulated in a trading venue structure through liquidity provider activities, rather than just recorded in a new format.

Venue status controversy over trading pairs

Staff and Franklin Templeton also discussed transactions between tokenized NMS exchange-traded funds (ETFs) and tokenized stocks, allowed payment stablecoins, or tokenized money market funds. The agenda proposes that since TSV is not a national stock exchange, is there a need for additional exemptions?

This issue of "place status" is at the heart of the discussion. Although the platform may be licensed and handle tokenized versions of securities, the memorandum clearly distinguishes TSVs from national stock exchanges when considering whether further exemptions are needed. Possible trading pairs cover multiple settlement or liquidity paths, including pairing of tokenized stocks with tokenized ETFs, allowed stablecoins, and tokenized money market funds. SEC records do not indicate which pairing or venue model the agency will ultimately allow.

Classification challenges posed by liquidity pools

The October 9 agenda also reviewed how liquidity pools operate, entailing participants depositing designated tokenized assets and receiving liquidity provider (LP) interests in return. This structure raised two classification questions in meeting materials: whether these pools could be considered investment companies, and whether LP interests could be considered securities. These questions focus on the pool itself and the benefits gained by participants, not just the tokenized assets invested in it.

This distinction is critical to the broader focus of the agenda on market structure. Tokenized money market funds may appear as assets in pools or trading pairs, and arrangements used to provide liquidity may raise separate issues under the federal Securities and Investment Company Act.

Testing the boundaries of innovation exemptions

Franklin Templeton's discussion follows the temporary "innovation exemptions" issued by the SEC on September 17. The agency said the exemptions allow certain licensed venues to use automated market maker liquidity pools to trade tokenized NMS shares and provide conditional exemptions for certain liquidity providers. The October meeting agenda showed that the initial framework did not answer every practical question raised when contemporary monetization funds, ETFs and stablecoins were included in the venue design. In particular, it involves exemptions from fund pricing rules for liquidity provider fees, venue status for non-state stock exchanges, and potential treatment of pool and LP interests.

An independent report from TokenPost also described the meeting as covering blockchain trading venues, tokenized ETFs and stocks, trading pairs for stablecoins and tokenized funds, liquidity provider fees, and possible Investment Company Act exemptions for liquidity pools. The SEC memorandum remains the main record of the meeting's agenda.