SEC Commissioner Hester Peirce said that crypto vaults and on‑chain lending strategies may already fall within federal securities laws.
SEC Commissioner Hester Peirce said that crypto vaults and on‑chain lending strategies may already fall within federal securities laws. She wrote that moving activity onchain does not generally exempt it from those laws, and that attempts to interpret the law so that it does not apply will lead to a painful fall.
Peirce outlined several legal frameworks that could apply. A vault could be considered a common enterprise in which users invest money expecting profits from the efforts of its deployer and curator. If a vault holds securities or allocates assets to securities, it could be subject to investment company regulations. Depending on structure, a vault might resemble a unit investment trust, a management investment company, or a separately managed account, each requiring different levels of SEC registration. On‑chain loans could also be treated as securities notes, and managing vaults or lending strategies may raise investment adviser issues.
Peirce emphasized that applicability will depend on the specific facts and circumstances of each product. She invited firms to discuss their structures with the SEC. The statement does not constitute a rule or enforcement action and reflects only her personal view.
In May, SEC Chair Paul Atkins said the Commission should consider ways to provide clarity on crypto vaults, especially regarding Securities Act and Advisers Act considerations. He suggested that clarity could come through notice‑and‑comment rulemaking and the use of exemptive authorities, noting that onchain market structures are hybrid in nature.
Market data show that roughly $75 billion in deposits are tracked by vaults.fyi across Ethereum Virtual Machine networks, of which about $20 billion use the ERC‑4626 standard. The remainder resides in staking and lending positions that do not adopt the standard.
Curated vaults hold approximately $8.75 billion across 811 products run by 110 firms on 18 protocols, representing about 12 % of tracked deposits. Within curated vaults, lending vaults account for $5.8 billion, strategy vaults $3 billion, and counterparty credit vaults $182 million.
Average returns differ, with lending vaults earning about 3.7 % and strategy vaults about 7.7 %, reflecting the additional risk of discretionary management and real‑world asset exposure.
The market is concentrated: the five largest curators control 70 % of curated value, and the 25 largest stablecoin vaults on Morpho allocate half their capital to three underlying markets.
Opinions among industry participants vary. James Harris, CEO of Tesseract Group, said that vaults constitute asset management and are regulated under Europe’s Markets in Crypto‑Assets framework. Andy Martinez, founder of Crypto Insights Group, argued that many vaults function as unregistered funds and that the relationship resembles advisory activity under existing law. Lucas Kozinski, co‑founder of Renzo, wrote on X that companies have operated unregistered hedge funds for a long time.
Gauntlet’s chief business officer Nicholas Cannon dismissed broad characterizations, stating that each vault operates differently and that his firm’s curation is largely non‑discretionary. Morpho’s general counsel Christopher Robins noted that the current framing conflates distinct functions and skips the analysis Peirce said is required.
Rob Hadick of Dragonfly described vaults as technology that uses smart contracts to transact based on predefined criteria, and said that the type of asset deposited—such as stablecoins, bitcoin or ether—matters because those assets are not securities. He added that disclosure, access to funds and degree of active management can change the regulatory analysis.
Regulatory focus appears to center on discretionary curators rather than infrastructure providers. The Crypto Council for Innovation’s Vault Coalition is developing a framework that separates technical infrastructure from investment or asset management activities, aiming to apply existing laws in a technology‑neutral way.
Some participants propose tailored licensing requirements for curators and platform operators to clarify disclosure and anti‑money‑laundering obligations, while others warn that forcing new arrangements into legacy categories could increase uncertainty.
The vault market is expected to expand as traditional capital channels adopt on‑chain tokenization. Whether institutional allocators will enter depends on regulatory clarity, credible off‑chain governance, and demonstrable smart contract risk management.
Winners are likely to operate vaults as asset management businesses.