Fidelity Writes to SEC: Tokenized Asset Regulation Cannot Be "One Token, One Rule" — Differentiated Rules and Regulatory Models Needed

On March 22, Fidelity Investments, a major U.S. asset management company, sent a letter to the U.S. Securities and Exchange Commission (SEC), responding to the SEC's earlier public comment request.

In the letter, Fidelity Investments urged the SEC to further strengthen its regulatory framework, which primarily addresses matters related to brokers providing, custodying, and trading crypto assets on alternative trading systems (ATS).

The letter emphasizes that establishing a comprehensive regulatory framework and clear trading rules for tokenized securities is "critical," including rules governing the trading of tokenized securities issued by third parties.

The letter points out that tokenized instruments have different issuance structures, legal attributes, and valuation models. For example, tokenized real-world assets (RWA) encompass entirely different asset classes such as stocks, real estate, bonds, or private credit.

Fidelity further explains that tokenized models vary significantly in structure and the rights granted to holders. Some models allow indirect enjoyment of underlying securities rights through securities equity, while others are limited to qualified contract investors participating through securities-based swaps.

This structural differentiation means that the tokenized market has already "stratified," and regulation must keep pace and cannot be one-size-fits-all. Differentiated rules must be developed for different models, otherwise compliance is impossible.

Additionally, since DeFi trading platforms lack a central authority and cannot generate detailed financial reports as required by the SEC, Fidelity calls on the SEC to bridge the regulatory gap between CeFi and DeFi trading systems and consider how they should evolve and coexist.

To this end, Fidelity recommends that the SEC issue guidance allowing brokers to utilize distributed ledger technology for alternative trading systems and other record-keeping work, intending to alleviate unnecessary financial reporting burden on decentralized systems through modified reporting requirements.

In summary, Fidelity's letter reveals that some RWA are merely digital shells of traditional securities, while others have become high-barrier swap derivatives, which clearly do not conform to unified market regulatory logic.

Fidelity's appeal is straightforward: either granularize the rules, or let industry innovation die. And the SEC's response will determine how fast CeFi can move and how far the DeFi world can go.

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