Assumptions
The analysis assumes that:
- economically fungible assets are contributed by multiple investors to a common strategy;
- investors receive tokens or contractual rights representing proportional economic interests;
- the interests may be redeemable, withdrawable or transferable, although the timing and legal character of those rights may vary;
- a curator is compensated and can alter eligible assets, allocations, leverage, risk limits, valuation sources, execution instructions or emergency parameters;
- one or more relevant entities, operators, directors, signers, service providers or offers have a Panama, BVI or Cayman nexus; and
- “curator” is a commercial designation rather than a statutory title.
AML/CFT, sanctions, tax, payments, credit, insolvency and consumer-law issues are outside the comprehensive scope of this analysis, except where they are inseparable from the financial-services provisions examined.
Summary
All jurisdictions
The retrieved statutes do not create a bespoke regulatory category called a DeFi “curator.” Classification follows function: what legal interest investors hold, whether assets are pooled, whether redemption is available, whether the curator exercises discretion for another person, and whether the curator or an affiliate controls assets, wallets, private keys or transfers. Changing the title does not change the substantive analysis.
Panama
A legal person, trust or contractual arrangement that issues participation interests, obtains money from the investing public and invests it in the enumerated asset classes—or other assets designated by the SMV—can constitute a sociedad de inversión. The definition does not establish that every cryptoasset is automatically an eligible statutory asset; the rights and characteristics of each token must be examined.
A person receiving delegated authority to manage, invest and dispose of the investment company’s assets falls within the investment-manager definition. Conducting that business in or from Panama requires an SMV Investment Manager Licence, whether or not the investment company being served is registered.
The private-investment-company route is not a permissionless-vault exemption. Interests must not be offered in Panama, and the constitutional documents must impose either the fifty-beneficial-owner/private-communication restriction or the qualified-investor and B/.100,000 minimum-investment route. The company must also appoint a Panama representative, notify the SMV before starting operations, maintain prescribed records, carry the statutory offering legend and file an annual compliance certification.
BVI
A redeemable pooled vehicle can be a mutual fund. A non-redeemable or closed-ended pooled vehicle can instead be a private investment fund. Both routes must be tested before determining the curator’s status.
Acting as manager of a mutual fund is expressly investment business. For a PIF, the fund must appoint a person responsible for asset management, but the appointed-person rule does not itself dictate one universal licensing route. A separate SIBA analysis is required: discretionary management of Schedule 1 investments by way of business can require a full investment-business licence or an available approved-manager route unless a specific exclusion applies.
A curator or affiliate can separately be a VASP where it hosts wallets, controls another person’s wallet or private key, transfers assets for another, safeguards or administers virtual assets or control instruments, or provides covered issuer-related financial services. Pure software development and unhosted-wallet provision can be excluded, but only where the operator does not move into active customer-facing facilitation or control.
Cayman
Redeemable pooled interests are principally analysed under the Mutual Funds Act; non-redeemable profit-participating interests are principally analysed under the Private Funds Act. A curator that controls all or substantially all mutual-fund assets can also enter the separate mutual-fund-administration perimeter. Managing securities belonging to another with discretion remains a distinct SIBA question and depends on whether the relevant vault or underlying interests are statutory securities.
The custody and trading-platform licensing phase of the VASP regime commenced on 2025-04-01. The 2026 fund amendments expressly recognise digital tokens representing whole mutual-fund and private-fund interests, require secure token records and operator control over transfers, and exclude qualifying fund-token issuance from the VASP definition of virtual-asset issuance. That exclusion is narrow and does not, on its face, remove separate custody, transfer, exchange or platform activity from the VASP regime.
All jurisdictions
The defensible operating model is a formal, bounded and removable curator mandate under operator oversight, with segregated assets, independent or functionally separate valuation, restricted related-party transactions, role-separated key authority, documented incident and reconciliation procedures, and accurate disclosure of custody, withdrawal, valuation and loss-allocation mechanics. Some of these are direct statutory or regulatory requirements; multi-party on-chain implementation is, in part, an operational synthesis of those requirements rather than a universal express command.
Functional classification of a curator
Conclusion
The curator’s title is not determinative. A regulator would principally examine:
- what legal rights the vault token represents;
- whether investors’ assets are pooled;
- whether investors can require redemption or withdrawal;
- whether the curator exercises investment discretion;
- whether an operator genuinely reviews and decides upon the curator’s proposals;
- whether the curator can cause transactions or asset dispositions;
- whether the curator controls or co-controls keys, wallets, transfers, minting or emergency functions; and
- whether the curator acts for the fund, its operator, individual investors or another service provider.
Rule and application
Panama’s definition turns on delegated authority to manage, invest and dispose of fund assets. BVI Schedule 2 reaches discretionary management of another person’s investments and acting as manager of a mutual fund. Cayman Schedule 2 reaches managing another person’s securities in circumstances involving discretion.
Accordingly, a curator who merely publishes research or a model portfolio, without authority to implement it and subject to genuine independent decision-making by an authorised operator, presents a materially weaker investment-management case. The analysis changes where the curator can:
- whitelist or remove assets;
- alter allocations, leverage or concentration limits;
- initiate, approve or veto trades;
- determine collateral haircuts;
- choose the operative oracle or valuation source;
- initiate liquidation or emergency asset sales;
- direct a connected execution provider; or
- supply a signature required to move assets.
Oracle selection is not inherently investment management. It becomes manager-like where the selected source determines NAV, collateral sufficiency, liquidation, asset eligibility or execution. Similarly, membership of a multisignature group does not automatically establish custody, but practical custody or control is strongly indicated where the curator’s signature is necessary—alone or with a small coordinated group—to move, release or immobilise assets. These are applications of the statutory functional tests, not separately stated statutory presumptions.
Legal-wrapper limitation
BVI and Cayman fund definitions generally contemplate a company, partnership, unit trust or other recognised body. Panama’s definition is broader because it also includes a contractual arrangement. A bare smart contract with no identifiable issuer, legal wrapper or enforceable investor interest should not automatically be treated as a statutory fund solely because assets are technically pooled. That does not eliminate potential exposure for identifiable operators under investment-business, VASP, agency, custody or other laws.
Panama
Investment-company perimeter
Conclusion. A tokenised vault can constitute a sociedad de inversión where it is a legal person, trust or contractual arrangement that issues its own participation interests, obtains money from the investing public and invests or trades the money in assets within the statutory definition.
Rule. Article 49 defines a sociedad de inversión as a legal person, trust or contractual arrangement that issues and sells participation interests, obtains investor money and invests or trades in securities, currencies, metals and the other enumerated classes, together with other assets designated by the SMV.
Application. A vault token that legally represents a proportional interest in pooled assets and can be issued in return for investor contributions closely resembles a participation interest. Nevertheless, the underlying asset question remains material. A token may itself be a security, a contractual claim, a currency-like asset, an interest in another fund, a derivative or something outside the classes currently identified. The phrase permitting the SMV to designate other assets should not be treated as an automatic inclusion of every cryptoasset.
A purely technical token that only records an accounting entry, without an enforceable interest in a legal person, trust or contractual arrangement, presents a weaker investment-company case. The full token terms, constitutional documents and legal ownership of the assets must be examined.
Investment-manager status
Conclusion. A compensated curator with delegated portfolio or asset-disposition authority is likely to fall within the investment-manager definition.
Rule. The operative definition refers to authority to “gestionar, manejar, invertir y disponer” of the investment company’s securities and assets. Article 184 permits only an SMV-licensed investment manager to conduct that business in or from Panama, irrespective of whether the investment companies served are registered with the SMV.
Application. The strongest indicators of investment-manager status are power to:
- determine the investable universe;
- change allocations;
- instruct execution;
- sell or realise collateral;
- alter leverage or exposure;
- appoint a sub-manager; or
- determine the operative valuation methodology in a manner that governs investment or liquidation decisions.
The case is weaker where the curator supplies non-binding information and an independent operator evaluates each proposal against documented investment criteria. That separation must operate in substance. Automatic implementation, routine rubber-stamping or an operator without adequate information and competence would support an inference that discretion has in fact been delegated to the curator.
Registration and territorial nexus
Article 157 requires registration for investment companies publicly offering participation interests in Panama and for investment companies managed in or from Panama unless they qualify as private investment companies. Article 158 treats a fund as managed in or from Panama where, among other things, it appoints a Panama investment manager or custodian, represents its principal domicile as Panama, or has the decision-making quorum of its directors, trustees or comparable representatives domiciled there. Mere Panama incorporation, a non-principal registered address, minority decision-makers or specified administrative services do not alone establish that nexus.
Accordingly, allocating development or recordkeeping to Panama does not necessarily create fund-management status. Locating the actual curator, investment manager, custodian or controlling decision-makers in Panama is materially different.
Private investment companies
Conclusion. The private-company route can accommodate a controlled institutional structure, but it is inconsistent with unrestricted permissionless distribution.
Article 180 requires that participation interests not be offered in Panama. The constitutive documents must then either:
- limit beneficial owners to fifty or require offers by private communication rather than public media; or
- restrict participation to qualified investors and require a B/.100,000 minimum initial investment.
Qualified investors include specified financial-market professionals and persons providing the required declaration of at least B/.1 million net worth.
The private route also requires:
- a representative in Panama;
- prescribed constitutional, offering, financial and service-provider records;
- notification to the SMV through counsel before starting operations in Panama;
- an approved legend stating that the company is neither registered nor supervised by the SMV; and
- an annual compliance certification before June 30.
An unrestricted website or smart contract through which unidentified persons can subscribe is difficult to reconcile with these requirements. A private arrangement should implement investor eligibility and distribution restrictions both contractually and, where technically feasible, at the token-transfer or wallet-allowlisting level.
Conduct, valuation and custody
A licensed manager must perform according to the management contract and the investment company’s objectives and policies and must exercise the statutorily required standard of care.
For registered investment companies, the statute also provides that:
- open-ended registered funds calculate NAV at the prescribed frequency, with at least weekly calculation under the default statutory rule;
- investment-company assets must be held through an authorised custodian;
- the custodian must have the required degree of independence;
- assets must be identified and segregated from the custodian’s own assets and protected from attachment for the custodian’s liabilities;
- registered-fund documents cannot exculpate the relevant persons for negligence and cannot validly exclude gross fault, wilful misconduct or fraud;
- the manager contract must be terminable by the fund without indemnity on no more than ninety days’ notice and requires fund consent for assignment; and
- material changes to matters including redemption policies and service-provider compensation trigger statutory notice and investor-protection requirements.
These provisions make an opaque, effectively irrevocable curator mandate with unilateral custody and valuation authority difficult to reconcile with the registered-fund model.
The full registered-fund control package does not automatically apply to a private investment company, because Article 180 expressly places qualifying private investment companies outside Chapter II. The manager’s licensing position and contractual duties nevertheless require separate attention.
Panama virtual-asset legislation
The latest official legislative record located shows Proyecto de Ley 326—concerning supervision, registration and control of virtual-asset service providers—scheduled for subcommittee study on 2026-03-19. Official Gazette, Assembly and SMV searches conducted through 2026-08-12 did not locate an enacted general statute corresponding to that project. This is a qualified negative-search conclusion, not a representation that no existing Panama banking, securities, trust, payment, AML/CFT or commercial law can regulate a particular virtual-asset activity.
British Virgin Islands
Open-ended mutual funds
Conclusion. A legally constituted vault with pooled assets and interests redeemable by reference to proportional net assets can be a mutual fund.
SIBA defines a mutual fund as a company, other body, partnership or unit trust that pools investor funds for collective investment and issues interests entitling holders, on demand or within a specified period after demand, to an amount calculated by reference to a proportional interest in net assets.
A token that gives its holder an enforceable right to burn or tender it and receive a proportional share of NAV closely follows that definition. The result is less certain where the token creates no enforceable redemption claim, represents fixed debt rather than a proportional fund interest, or is not issued by or connected to a qualifying body.
Private mutual funds are restricted by investor number or private-offer conditions. Professional funds are limited to professional investors, with a US$100,000 minimum initial investment for non-exempt investors; the prescribed professional-investor financial threshold is US$1 million. Such funds ordinarily require at least two directors and appointments covering management, administration and custody, subject to available exemptions.
Closed-ended private investment funds
Conclusion. A pooled vault in which investors do not have on-demand redemption rights can fall within the separate PIF regime.
A PIF includes a company, partnership, unit trust or other body pooling investor funds for collective investment and portfolio-risk diversification and issuing interests calculated by reference to proportional net assets. Its offering document must state that investors do not have the right to redeem or withdraw interests on demand.)
Recognition routes include a private-investor structure limited to fifty investors or private invitations, and a professional-investor structure subject to the prescribed US$1 million professional-investor criterion and US$100,000 minimum investment for non-exempt investors.
This regime is material for tokenised vaults that impose a fixed term, lock-up, gating structure or operator-controlled exit rather than an investor right to immediate proportional redemption.
Curator as manager or appointed person
Mutual funds. Acting as manager of a mutual fund is expressly an investment activity. A BVI person conducting or holding itself out as conducting that business in or from the BVI requires the applicable authorisation.
Private investment funds. A PIF must appoint persons responsible for:
- management of fund assets;
- valuation;
- safekeeping; and
- any further prescribed functions.
An appointed person may be a person licensed in the BVI or a recognised jurisdiction, an independent third party with relevant experience, or a director, partner or trustee of the PIF.
That appointed-person eligibility provision does not itself resolve every SIBA investment-business question. A curator who, by way of business, exercises discretion over assets that are Schedule 1 investments can separately be conducting investment business. A director, partner or trustee exclusion may be available only where its express conditions are satisfied, including the relevant restrictions concerning other investment business and activity-specific remuneration. It is not a safe default for a separately paid external curator.
Full licence and approved-manager route
A qualifying BVI company or limited partnership can apply under the approved-manager regime to manage or advise specified private, professional and qualifying closed-ended funds. Once approval is granted, section 4(1) of SIBA and the Regulatory Code do not apply to that approved manager except where the Regulations otherwise provide. The approved manager nevertheless remains subject to FSC supervision and enforcement powers.
This produces three potentially different outcomes:
- Full investment-business licensee. The curator is subject to the Regulatory Code’s applicable conduct, conflicts and customer-asset provisions.
- Approved manager. The lighter approved-manager regime applies; the full Regulatory Code does not automatically govern the manager.
- PIF appointed person not separately licensed as manager. This may be permissible where the PIF Regulations and any applicable SIBA exclusion are satisfied, but it requires a specific analysis of the person, assets, activities and remuneration.
For a fully licensed firm, the Regulatory Code requires honesty and fairness, skill, care and diligence, fund-best-interest treatment when acting as functionary, conflict management and appropriate customer-asset protection.
For an approved manager or an appointed person outside the full-code route, the fund’s constitutional documents, offering memorandum, management agreement, valuation policy, custody arrangements, conflicts procedures, reporting obligations and audit rights must carry more of the substantive control burden.
PIF valuation and function separation
A PIF must maintain a clear and comprehensive valuation policy and conduct valuation at least annually. Where the same person performs management and valuation, the functions must be functionally independent or the conflicts must be properly identified, managed, monitored and disclosed.
A curator should therefore not be permitted, without independent controls, both to introduce illiquid or affiliated collateral and to determine the price at which it enters NAV or triggers liquidation.
VASP classification
The VASP Act covers business activities performed for or on behalf of another person, including:
- exchange between virtual assets and fiat or other virtual assets;
- transfer of virtual assets;
- safekeeping or administration of virtual assets or instruments enabling control;
- covered financial services connected with an issuer’s offer or sale; and
- hosting wallets or maintaining custody or control over another person’s virtual asset, wallet or private key.
The Act excludes specified activities conducted solely as software development, unhosted-wallet provision, creation or sale of software applications or platforms, network infrastructure and other ancillary support. The exclusion narrows where the person actively facilitates customer VASP activity or retains operational control.
Applied to a curator:
- an immutable software publication without hosting, execution, customer facilitation or retained keys presents the strongest exclusion case;
- an upgrade, transfer, withdrawal or emergency-release key materially weakens that case;
- a pause key is not necessarily custody, but it becomes significant where it determines whether and how client assets can be released;
- a multisignature committee can possess effective control even where no signer acts alone; and
- moving key control to an affiliate does not eliminate regulation—it changes which person may be providing the service.
A registered VASP must ensure that client assets are identifiable, segregated, accounted for and properly protected and must address compromises affecting client assets.
Cayman Islands
Mutual funds
Conclusion. A company, unit trust or partnership issuing redeemable profit-participating interests and pooling investor money for investment can be a mutual fund.
An equity interest carries an entitlement to profits or gains and is redeemable or repurchasable at the investor’s option. A mutual fund pools investor funds to spread investment risk and enable investors to receive profits or gains from investments.
A vault token representing a redeemable share, trust unit, partnership interest, LLC interest or other qualifying representation of the legal interest is therefore analysed under the Mutual Funds Act. The common section 4 route includes the statutory CI$80,000 minimum aggregate equity-interest criterion; other licensing, registration and limited-investor routes may apply depending on the structure.
Private funds
An investment interest under the Private Funds Act participates in profits or gains but is not redeemable or repurchasable at the investor’s option. A private fund pools investor money where investors lack day-to-day control and the investments are managed as a whole by or on behalf of the operator.
A locked, term-based or otherwise non-redeemable tokenised interest is therefore principally analysed under this regime, provided the issuer is a qualifying company, unit trust or partnership.
A registered private fund must have appropriate and consistent valuation procedures. Valuation is to be performed by an appropriately qualified independent third party or by the manager, operator or related person where the valuation function is independent of portfolio management or conflicts are properly identified, managed, monitored and disclosed.
The fund must ordinarily appoint a custodian to hold custodial assets in segregated accounts and verify title to other assets. Where conventional custody is impractical or disproportionate, the statutory alternative does not eliminate title-verification and recordkeeping obligations.
Securities investment business
SIBA includes arranging deals in securities, managing securities belonging to another person in circumstances involving discretion, and advising on securities.
A curator falls within this perimeter where:
- the vault interests or relevant underlying assets are statutory securities;
- those securities legally belong to the fund or another person;
- the curator exercises actual discretion; and
- the activity is conducted in circumstances requiring licensing or registration under SIBA.
Cryptoassets are not uniformly securities. Equity or fund interests, derivatives, profit-participating instruments and certain contractual claims can fall within Schedule 1, while other virtual assets may not. Each asset and token right requires classification.
Mutual-fund administration
The Mutual Funds Act defines mutual-fund administration to include managing a fund, including controlling all or substantially all of its assets, as well as specified administrative activities. Carrying on mutual-fund-administration business requires the applicable licence or statutory permission.
A curator with broad control over substantially the entire portfolio may therefore present not only a SIBA management issue but also a mutual-fund-administration issue. This is fact-specific: a limited sub-adviser responsible for one sleeve of a portfolio is not automatically equivalent to a person controlling substantially all fund assets.
VASP classification and commencement
The VASP Act regulates virtual-asset services conducted in or from Cayman. The 2025 commencement order expressly brought the specified custody and trading-platform licensing provisions into force on 2025-04-01, and CIMA’s official implementation notice confirms Phase Two from that date.
A curator or affiliate can enter this perimeter by:
- safeguarding virtual assets or instruments enabling control;
- controlling withdrawal or transfer keys;
- transferring virtual assets for the fund or its investors;
- operating a fee-generating exchange or trading mechanism with the statutory control or interposition characteristics; or
- conducting other covered virtual-asset services.
A decentralised technical architecture is not by itself determinative. Effective operational control, custody, transaction interposition and the ability to change or operate the relevant mechanism remain material.
VASP authorisation does not replace SIBA authorisation. The VASP Act contemplates overlapping permissions and gives CIMA power to require additional authorisation under another regulatory law where the business crosses regulatory categories.
Tokenised fund amendments
Acts 5 and 6 of 2026 expressly recognise:
- a digital equity token representing the whole of an investor’s equity interest in a mutual fund; and
- a digital investment token representing the whole of an investor’s investment interest in a private fund.
A tokenised fund must securely maintain records concerning token issuance, creation, sale, transfer and ownership. The amendments also impose operator responsibility over token transfers and additional compliance, confirmation and disclosure requirements.
The practical consequence is that a qualifying Cayman fund token cannot be treated as legally permissionless merely because the blockchain permits unrestricted transfers. The statutory transfer process requires operator control consistent with the offering document.
Act 4 of 2026 excludes the issuance of qualifying digital equity and digital investment tokens by tokenised funds from the VASP definition of virtual-asset issuance. The text does not create a general exemption for custody, transfer, exchange or trading-platform services involving those tokens. The conclusion that those other activities remain separately examinable is an inference from the narrow wording of the exclusion and the wider VASP definitions.
VASP market-conduct requirements
The February 2026 Market Conduct instrument contains both binding Rules and non-binding Statements of Guidance. Provisions identified as Rules impose obligations; provisions expressed as what a regulated entity “should” do inform supervision but should not be represented as freestanding statutory commands.
For regulated VASPs within its scope, the binding framework addresses:
- identification, management and disclosure of conflicts;
- client-fund and client-asset segregation;
- insurance or a CIMA-approved equivalent;
- marketing that is fair, clear and not misleading;
- signed written client agreements;
- legal and operational separation of client and proprietary assets;
- custody security and key-management controls;
- incident and breach reporting; and
- frequent reconciliation of client records, internal records and distributed-ledger positions.
The custody-security provisions address measures such as multifactor authentication, access controls, secure key management, multisignature arrangements and hardware-security modules. Delegated limits of authority and some descriptions of functional separation appear as guidance and should be identified as such when converted into a control framework.
Governing-body responsibility
CIMA’s Corporate Governance Rule requires an appropriate framework for governing-body oversight, allocation of responsibilities, risk management, internal controls, delegation and conflicts. Outsourcing a material function does not transfer the governing body’s ultimate responsibility for the regulated entity.
CIMA’s fund-specific corporate-governance Statement of Guidance similarly expects operators to oversee and obtain adequate information from managers and other service providers. That document is supervisory guidance, rather than a freestanding binding Rule, and should be labelled accordingly.
