Crypto Task Force Written Input

The letter addresses two main questions:

1. How should a given crypto asset be evaluated to assess whether it is readily convertible into cash?
2. How should crypto assets be evaluated to determine the appropriate haircut to apply?

The letter provides a comprehensive framework for evaluating crypto assets and proposes the following:

• Crypto assets should be considered for the same deductions as traditional financial assets to the extent that the same liquidity concerns or operational risks exist.
• A broker-dealer should be required to establish, maintain, and enforce reasonably designed written policies, procedures, and controls to demonstrate title to and exclusive control over the crypto assets it holds in custody.
• A ready market exists for any crypto asset that has maintained market capitalization above a specified level over at least the previous six months, based on data from one or more Covered Exchanges.
• The haircut for crypto assets should be based on a balance between liquidity, simplicity, and consistency or parity across comparable asset categories.

The letter also addresses recordkeeping requirements for broker-dealers and proposes that:

• The Commission should consider clarifying that blockchains or distributed ledgers can be used as electronic recordkeeping systems for the purposes of Rule 17a-4.
• Broker-dealers who rely on a blockchain or distributed ledger for recordkeeping should be required to specify in writing the types of records enumerated under Rule 17a-3 and Rule 17a-4 for which they rely on the blockchain.
• The Commission should consider setting forth its expectations on what constitutes "easy access" or "produceability to the Commission and its staff" for the purposes of Rules 17a-4(a) and 17a-4(b).

The letter concludes by expressing appreciation for the opportunity to provide comments and looking forward to continued engagement with the Commission.

The document provides comments and recommendations on various aspects of tokenized securities, including:

1. Tokenization and its benefits: a16z explains that tokenization enables dematerialized securities to be mobilized and used in new blockchain-based transactions and applications. It highlights the potential benefits of tokenization, such as increased efficiency, reduced costs, and improved accessibility.
2. Transfer agents and blockchain technology: a16z discusses the role of transfer agents in the tokenization process and how blockchain technology can enhance their functions. The firm recommends that the SEC provide guidance on the use of blockchain technology by transfer agents and clarify the application of existing rules.
3. Tokenized securities and the Investment Company Act: a16z addresses the unique issues raised by the tokenization of redeemable registered investment company securities, such as mutual funds and money market funds. The firm recommends that the SEC provide guidance on the application of Section 22(d) and Rule 22c-1 of the Investment Company Act to secondary market transactions in tokenized mutual fund shares.
4. Tokenized securities and the National Market System (NMS) requirements: a16z argues that Regulation NMS should not be implicated in connection with peer-to-peer transactions in tokenized securities occurring through blockchain networks that are not controlled. The firm recommends that the SEC clarify the requirements and provide relief from any requirements under Regulation NMS.
5. Atomic settlement: a16z discusses the benefits of atomic settlement, which enables instant or simultaneous settlement of transactions on the same blockchain. The firm recommends that the SEC issue guidance on atomic settlement standards, launch a no-action framework for settlement innovations, and address margin and short-selling compatibility.
6. Regulatory framework for tokenized securities: a16z recommends that the SEC establish a regulatory framework for tokenized securities that is consistent with the existing securities law framework. The firm suggests that the SEC provide guidance on the treatment of tokenized securities across corporate forms and clarify the "swap" and "security-based swap" status of tokenized securities.

This is a "Concept Draft" of the proposed safe harbor for non-fungible membership interests presented to the Crypto Task Force on July 14, 2025. The proposed rules aim to exempt certain equity interests from being considered "securities" under the Securities Act.

The key points of the proposed regulations are:

1. To be exempt from being considered a "security," the equity interests must meet four conditions:
   1. Issuance is restricted to participants in the entity's business or its affiliates.
   2. Distributions of dividends are restricted to dividends derived from the holder's participation in the business.
   3. Transfers of equity interests are restricted to transfers at a price determined by the entity's governing body.
   4. Holders of equity interests have voting control of the entity.
2. An investment of money is not considered participation in the business for the purposes of these conditions.
3. The proposed regulations also amend the definition of an "accredited investor" to include entities where all equity interests are exempt from being considered "securities" and at least one member of the governing body is an accredited investor.

• A Sandbox can help mitigate regulatory complexity and uncertainty, allowing businesses to experiment and iterate.
• The Sandbox should be designed with flexibility, minimal costs, and broad eligibility.
• Participants should have a clear understanding of post-Sandbox expectations and be exempt from state licensure and registration rules.
• A cross-border Sandbox could address challenges faced by U.S. and non-U.S. firms innovating in multiple jurisdictions.

• This paper, "Crypto Regulation in the Time of Trump", examines the regulatory environment for cryptocurrencies in the United States, particularly in the context of the Trump administration's policies and actions.
• The paper seeks to analyze the impact of the Trump administration's deregulatory approach on the crypto industry, including the potential risks and benefits of reduced oversight and the role of key regulatory bodies such as the SEC.
• The paper aims to provide a comprehensive understanding of the current state of crypto regulation in the US, highlighting key issues such as the classification of cryptocurrencies as securities, the role of regulatory sandboxes, and the need for clear guidance on tokenization and trading, with the goal of informing policymakers and regulators as they navigate the complex and rapidly evolving landscape of crypto regulation.

• Clarify that decentralized finance protocols do not constitute "exchanges" or "broker-dealers" under the Exchange Act if there is no meaningful human intermediation or custodial control.
• Establish a safe harbor framework for DeFi trading and lending protocols that are progressing toward decentralization, modeled on Commissioner Peirce’s proposed Rule 195.
• Exclude neutral frontend interfaces from broker-dealer rules if they merely facilitate user access to DeFi protocols without exerting control over user assets or transaction execution.
   

• The letter urges the SEC to recognize convertible digital instruments, such as SAFTs and token warrants, as "qualifying investments" under Rule 203(l)-1 of the Investment Advisers Act of 1940, arguing that these instruments are functionally and economically similar to traditional venture investments.
• It highlights the operational and compliance burdens created by the current regulatory definitions, which exclude these digital asset structures, thereby hindering capital formation and innovation within the blockchain sector.
• The letter proposes that regulatory clarity on the treatment of these digital assets would enhance U.S. competitiveness, bring more activity onshore, and prevent the exodus of innovation.

• Solana has experienced multiple network outages and degraded performance, raising concerns about its reliability and decentralization.
• Solana is mentioned as an unregistered security in several SEC lawsuits, questioning the legitimacy of its ETF consideration.
• The pending class action lawsuit claiming Solana is an unregistered security needs to be resolved before ETF approval.

• Proposes adaptive regulatory mechanisms integrating high-trust identity layers, dynamic behavioral mapping, technical contract certification, contextual compliance, critical infrastructure protection, and civic transparency.
• Suggests a distributed technical certification authority to validate smart contracts handling significant financial values, including analysis of hidden logical gates, failure predictability, manipulation traces, and compliance with cryptographic standards.
• Recommends new regulatory criteria for entities moving digital value, ensuring non-imposing harmonization with global regulatory blocs to maintain effectiveness without stifling innovation.

• The framework provides a falsifiable method for system assessment, enabling empirical validation of compliance architectures and evidence-based policy development.
• It bridges innovation and compliance by demonstrating how decentralized systems can achieve regulatory objectives through architectural design, reducing systemic risk and enhancing transparency.
• The framework supports practical implementation through modular governance models, adaptable systems, and standardized evaluation for regulatory oversight.