4.3 The Players: Issuers, Custodians, SPVs, Investors
Which legal entity actually owes the holder of a tokenized asset, who holds the underlying assets and who holds the tokens, who keeps the register and publishes the numbers, what the SPV in the middle is for, who may hold each major product and who does, why a few firms wear several hats, and how to read any product's cast list.
An RWA, Section 1.2 says, "is a token plus a custodian plus a legal wrapper plus a mechanism to make sure the on-chain record and the off-chain reality remain consistent." Section 2.3 adds that a tokenized product "is built by a team of named, regulated intermediaries," and Section 2.4 maps that team by component: who controls the asset, the facts, and execution. This section maps the same team by legal person: who owes the holder, who holds the assets and the keys, who keeps the register, who publishes the numbers, who may sell the token, and who actually holds it.
The cast list is the best-evidenced part of the tokenized-asset market. Marketing copy calls a product "institutional-grade" without naming anyone. A prospectus, a Form D, a launch release, or a documentation page cannot: each names the firms behind it, checkable against a filing or a regulator's record. Every name below traces to one of those documents, and where a firm's own release makes a claim about itself, this section attributes the claim rather than repeating it as a finding.
A pattern runs through the products below. The roles are legally separable, and most live products separate them: an asset manager, a custodian bank, a transfer agent, and a placement agent are four different regulated firms holding four different licenses. But a handful of firms hold several of those roles at once, so the dependency chain Section 2.4 described is shorter, and more concentrated, than the role count suggests. This section describes the players and what each owes; what happens when one fails is Section 5.2's and Section 5.3's subject, not this one's. It takes no position on which provider, product, or structure a reader should choose.
The Cast: Six Roles and What Each Owes
The role regulators have defined most precisely is a good place to start. The SEC's Division of Trading and Markets states that transfer agents "record changes of ownership, maintain the issuer's security holder records, cancel and issue certificates, and distribute dividends,"1 and must register on Form TA-1, with that registration in effect, before performing any of those functions.1 The register it keeps is what SEC rules call the master securityholder file, the term the Commission's 1 September 2026 rule proposal uses when it says market participants "are actively seeking to bring blockchain-native, or 'onchain' transfer agents into the U.S. market, with some firms developing models for blockchain-based recordkeeping, tokenized fund administration, and cross-chain interoperability."2 Section 2.3 already covers the SEC staff statement's two models for where that register lives; this section does not repeat them.
The seven roles below recur across nearly every product that follows.
| Role | What it does | What it owes the holder | Where the name appears |
|---|---|---|---|
| Issuer or obligor | The legal person whose document creates the claim | The claim: a fund share, a note, a derivative, a deposit | prospectus |
| Manager or sponsor | Runs the portfolio or underwrites the assets | Management within its stated mandate | prospectus |
| Custodian of the assets, and token custodian | Holds the underlying assets; separately, holds the tokens | Safekeeping of what it holds | launch release |
| Transfer agent or registrar | Keeps the authoritative ownership record | An accurate, current register | prospectus |
| Administrator, auditor, oracle and rating agency | Publishes, checks, or feeds the numbers | Accurate reporting within its stated scope | fund documents |
| Distributor (placement agent, broker-dealer, ATS, exchange) | Sells or lists the token to eligible holders | Distribution within its licensed rules | Form D |
| Investor | Holds the token, subject to eligibility rules | Nothing; the investor is owed by the others | product page |
The matrix below restates six live products' casts by name, drawn from each product's own filings, prospectuses, and documentation pages; the BUIDL, USDY, and JTRSY rows restate names already sourced in Section 4.1, and add what that section does not: legal form, domicile, and the rest of the cast.3456789101112
| Product | Issuer | Manager | Asset custodian | Transfer agent | Administrator and NAV | Distribution |
|---|---|---|---|---|---|---|
| BUIDL | BlackRock USD Institutional Digital Liquidity Fund Ltd., a BVI company | BlackRock Financial Management, Inc. | Bank of New York Mellon | Securitize, transfer agent and tokenization platform | Bank of New York Mellon; PricewaterhouseCoopers LLP, auditor | Securitize Markets, LLC, placement agent |
| BENJI (FOBXX) | A series of Franklin Templeton Trust, a Delaware statutory trust | Franklin Advisers, Inc.; Western Asset Management, sub-advisor | JPMorgan Chase Bank | Franklin Templeton Investor Services, LLC | n/a | Benji app and Institutional Web Portal |
| USDY | Ondo USDY LLC at launch; see text | Ondo | not disclosed | n/a, a note not a security | Ankura Trust, verification and collateral agent at launch | Ondo, non-US investors only |
| USTB | A series of Superstate Asset Trust, a Delaware statutory trust | Invesco Advisers, Inc. | The Bank of New York Mellon | Superstate Services LLC | NAV Fund Services; PricewaterhouseCoopers LLP, auditor | Invesco Distributors, Inc., placement agent; transfer agent excluded from distribution |
| JTRSY | Anemoy Capital SPC Limited, a BVI segregated portfolio company | Janus Henderson, sub-investment manager (Section 4.1) | n/a | n/a | n/a | Centrifuge vaults and DeFi venues (Section 4.1) |
| xStocks | Backed Assets (JE) Limited, a Jersey private limited company | Backed | InCore Bank AG, Swiss, and Alpaca Crypto LLC, US | n/a | n/a | Kraken, Bybit and Solana DeFi (Section 4.1); not in the US, UK, Canada or Australia |
The roles above are US legal categories with analogues elsewhere; products outside the US use different labels for the same functions. Spiko's money market funds are sub-funds of a French SICAV under the UCITS directive, with Twenty First Capital as management company, CACEIS Bank as depositary, CACEIS Fund Administration as administrative agent, and PricewaterhouseCoopers Audit as auditor, while "Spiko Finance maintains control over the management of the shareholder register" on public ledgers,13 the same roles under EU labels.
The matrix also has blanks. Some products, JTRSY among them, do not publish a full cast on the pages available, and a blank is itself information rather than a gap to guess at.
The diagram reads top to bottom as the path a holder's claim travels from a wallet to the asset. Green marks the holder's side: the investor and the token in its wallet. Navy marks the chain of record and custody, the register, issuer, wrapper, custodian, and underlying, that Section 2.4 called the dependency chain. Red marks the parties that act on the structure without owning it: the manager, the administrator and its peers, and the distributor. The diagram simplifies in three ways. One firm can occupy several boxes at once: Franklin Templeton as sponsor, transfer agent, and app; Securitize as transfer agent, placement agent, and administrator. A represented token, Section 2.3's term, has no green top row, because the holder never touches the chain. For a derivative such as Robinhood's tokens, the underlying box is owned by the issuer, not the holder.
Issuers: The Entity That Owes You
The issuer is the legal person whose obligation the token represents, and its form decides the holder's claim. Four forms appear below.
Funds. BUIDL is "BlackRock USD Institutional Digital Liquidity Fund Ltd.", incorporated in the British Virgin Islands, sold under Rule 506(c) to qualified purchasers under Section 3(c)(7) of the Investment Company Act.3 Its Form D/A, signed 23 July 2026, reports $5,135,523,412 sold to 28 investors of record and a minimum investment accepted of $100,000, against the $5 million minimum BlackRock marketed at launch.34 FOBXX is a series of Franklin Templeton Trust, whose trust "was organized as a Delaware statutory trust on August 2, 2019," with Franklin Advisers, Inc. as investment manager, JPMorgan Chase Bank as custodian, and Franklin Templeton Investor Services, LLC as transfer agent; its prospectus says Fund shares on the blockchain-integrated system "are under the unilateral control of the transfer agent."5 JTRSY is a BVI segregated portfolio company structured as a professional fund, and USTB a series of a Delaware statutory trust.9 Fidelity's FYOXX is a class of a registered fund (Section 4.2).
Notes from a special purpose vehicle. USDY launched in August 2023 as "debt issued by Ondo USDY LLC, a US-domiciled special purpose vehicle," carrying a first-loss position of about 3% partly funded by Ondo, with Ankura Trust named as verification and collateral agent.6 On the date this section was written, Ondo's own documentation described USDY differently: "a tokenized note formerly issued by Ondo USDY LLC, which as of December 15, 2025 has been folded into the Ondo Stocks umbrella," with redemptions handled through Ondo Global Markets (BVI) Limited.7 That is the wording as of 22 September 2026; the entity behind USDY has already changed once.
Certificates and derivatives from a distributor. xStocks are issued by Backed Assets (JE) Limited, a Jersey private limited company, not available to residents of the United States, the United Kingdom, Canada, or Australia.11 Holders get no shareholder rights.14 The base prospectus, approved by Liechtenstein's Financial Market Authority on 8 May 2026, calls the tokens tracker certificates, "structured products (and debt instruments) according to Swiss Law," with Security Agent Services AG holding the security interest over the custody account on investors' behalf.12 Robinhood's EU stock tokens are, in its own words, "derivative contracts between you and Robinhood," whose underlying assets "are owned by Robinhood and held with a US-licensed institution."15 Here the distributor is the obligor, not a fund or an SPV.
Banks, sovereigns, and originators. JPMorgan's JPMD deposit token and Hong Kong's digital green bond (Section 4.2), and Figure's HELOCs on its own ledger (Section 4.1), round it out.
The claim differs by form, fund share, note, derivative, deposit, loan, and so does who can be sued, and where. Section 2.1's five-question test already asks which record is authoritative and whether the token is transferable; this section applies that test to the entity named above.
Custodians: Two Jobs, Often Two Firms
Section 2.4 already separates custody into four meanings and gives the CPMI's own definition of custody risk; this section names who does each job.
Asset custody sits with named banks: "Bank of New York Mellon serves as BUIDL's cash and securities custodian."16 "The custodian of the fund's assets is State Street Bank and Trust Company" for VBILL.17 JPMorgan Chase Bank "acts as custodian of the Fund's assets" for FOBXX.5 The Bank of New York Mellon holds USTB's assets.10 For xStocks, the base prospectus names InCore Bank AG as Swiss custodian and Alpaca Crypto LLC as US custodian,12 while Kraken's FAQ describes the underlying as held by third parties, naming Alpaca Securities LLC and InCore Bank, and states "xStocks do not confer shareholder rights like voting or dividends paid as cash."14
Token custody is the second job, often at a different firm. "Custodians supporting BUIDL subscribers include Anchorage Digital, BitGo, Copper, and Fireblocks, among others."16 Franklin's prospectus distinguishes transfer-agent-hosted wallets from investor-managed wallets for FOBXX.5 Exchanges take tokens as collateral through tri-party banks and a custody partner, as Binance does with Ceffu (Section 4.1). Kraken adds that for xStocks, "self-custody is supported," with withdrawals possible "to a compatible wallet on Solana, Ethereum, TON, or Ink."14
Rules decide who may hold custody. Under the Advisers Act, an adviser with custody of client assets must keep them with a "qualified custodian," a term that includes a bank, an insured savings association, a registered broker-dealer, a registered futures commission merchant for limited assets, and a foreign financial institution that keeps client assets segregated.18 A registered fund "shall place and maintain its securities and similar investments in the custody of (A) a bank" meeting the Investment Company Act's own qualifications, an exchange member, or itself under SEC rules.19 On 30 September 2025, SEC staff said they would not recommend enforcement action for treating a "State Trust Company", one "supervised and examined by a state authority having supervision over banks" and "permitted to exercise fiduciary powers under applicable state law", as a "bank" for crypto-asset custody.20 The OCC's 7 March 2025 letter "reaffirms that the crypto-asset custody, distributed ledger, and stablecoin activities" in its earlier letters "are permissible" for national banks.21
One failure shows the stakes: on 21 June 2023, Nevada's Financial Institutions Division ordered Prime Trust to stop taking custody deposits because "Prime failed to safeguard assets under its custody and cannot meet all client withdrawals."22 Section 5.2 takes custody failure up in full.
Transfer Agents and Administrators: Who Keeps the Register and the Books
The register a transfer agent keeps is the master securityholder file described above, the same term the SEC's 2026 proposal uses in naming onchain transfer agents as a category regulators are now writing rules for.2 Section 2.1 already asks which record is authoritative, and Section 2.3 already covers the SEC staff statement's two models for where it lives; this section names who keeps it.
Named registrars: Securitize Transfer Agent, LLC for BUIDL and Securitize's other funds, an affiliate list already in Section 4.1; Franklin Templeton Investor Services, LLC for FOBXX;5 Fidelity's own transfer agent for FYOXX (Section 4.2); Superstate Services LLC for USTB, whose duties "do not include solicitation, marketing or distribution of Shares";10 and Oasis Pro TA, LLC, "an SEC-registered transfer agent and indirect wholly owned subsidiary of Ondo Finance Inc.," which issues the tokenized security entitlements behind Ondo's US stock tokens, with proxy voting through Broadridge.23 Broadridge's release adds a sentence worth quoting in full, the clearest statement anywhere in this market of where a regulated role stops: "Such tokenization services are not a regulated activity of Oasis Pro TA, LLC."23
Book-keepers: Bank of New York Mellon as BUIDL's administrator and PricewaterhouseCoopers LLP as its auditor;4 Securitize Fund Services as VBILL's administrator, with RedStone "serving as the oracle network to provide daily net asset value (NAV) calculations";17 NAV Fund Services as USTB's NAV calculation agent, with PricewaterhouseCoopers again as auditor;10 RedStone oracle feeds again for BUIDL's own daily onchain valuation and interest accrual;24 DTCC's Smart NAV pilot, already covered in Section 2.3; and USDY's daily transparency reports, with Ankura Trust named as verification agent at launch.6
Who vouches for the numbers: on 13 May 2026, Moody's Ratings "assigned an Aaa-mf money market fund assessment to BlackRock USD Institutional Digital Liquidity Fund Ltd. (BUIDL)."24 A fund assessment like that speaks to the fund's own portfolio and liquidity, inside the rating agency's framework; it says nothing about the token contract or the chain.
SPVs and Wrappers: The Entity in the Middle
A wrapper is a legal person that owns the underlying assets, owes the holders, and can be sued, ring-fenced from the sponsor. Section 2.2's taxonomy already gives a wrapper column for each asset class, and Section 2.3 already covers "Create the legal wrapper" as a lifecycle step; this section names the forms that recur above.
BUIDL is "a limited company incorporated in the British Virgin Islands" and "structured as a professional fund under BVI regulations," where "Transfers allowed only between whitelisted accounts" and the board reserves the right to compulsorily redeem a shareholder's shares.9 USTB is a "Series of Superstate Asset Trust, a Delaware statutory trust," whose manager "reserves the right to compel the redemption" of a shareholder's holdings.9 JTRSY is a BVI segregated portfolio company, "KYC only and open to non-U.S professional investors," in the words of Steakhouse Financial's legal overview for the Sky forum, dated 19 March 2025.9 USDY's SPV carried a first-loss layer and a named collateral agent at launch,6 before its December 2025 restructuring into the Ondo Stocks umbrella.7 Backed's issuer is Jersey-domiciled.11 Maple's Room40 Capital SPV and Centrifuge's Tinlake SPVs are earlier examples of the same structure, both already covered in Section 4.1.
A wrapper does not make a custodian solvent or a borrower pay. Harbor Trade's workout ran in court for more than a year with the SPV structure intact, already covered in Section 4.1. Two official reports make the same point. The Financial Stability Board wrote on 22 October 2024 that "claims that token holders have on issuers or underlying assets may lack legal clarity and may not be legally enforceable in some jurisdictions."25 IOSCO's final report, November 2025, goes further: "issuers might not use bankruptcy-remote structures to hold the underlying assets to protect investors but instead hold the underlying assets on their own balance sheet. This exposes the investor to additional counterparty risk against the token issuer on top of that faced with the underlying asset issuer."26
A wrapper's domicile and form tell a holder which court and insolvency regime would apply if it failed. This section states the domiciles named above; the legal-title analysis belongs to Section 5.2.
Investors: Who May Hold, Who Does Hold
The legal gates are specific numbers. A "qualified purchaser" is a natural person "who owns not less than $5,000,000 in investments," or a person who, acting for its own account or others', "owns and invests on a discretionary basis, not less than $25,000,000 in investments."27 Regulation S requires that "the offer or sale is made in an offshore transaction" and that "no directed selling efforts are made in the United States";28 that pairing is the basis for offering USDY, JTRSY, JAAA, and xStocks to non-US persons only. The accredited-investor test, the second gate on OUSG, is Section 3.2's subject.
The table below carries one retrieval date, 22 September 2026, for every rwa.xyz figure in it;29308 the OUSG and xStocks eligibility wording and minimums come from the issuer's own pages.3111
| Product | Who may hold, in the issuer's words | Minimum | Holders on 22 September 2026 |
|---|---|---|---|
| BUIDL | "U.S. Qualified Purchaser" | 5,000,000 USDC | 106 |
| BENJI | "U.S. Investor" | $20 | 1,123 |
| USDY | "Non-U.S. Investor" | 500 USDC | 18,263 |
| OUSG | "Accredited Investor Qualified Purchasers" | $5,000 instant | n/a |
| xStocks | not the US, UK, Canada or Australia | none stated | n/a |
Holder counts mislead three ways, each dated. rwa.xyz defines a holder as "the number of unique addresses holding a non-zero balance of the token, counted directly from on-chain state," and separately publishes an adjusted figure that "excludes known infrastructure addresses (bridges, smart contracts, treasury wallets) to approximate the number of distinct end-user holders."32 BlackRock's own Form D/A reports 28 investors of record in BUIDL, while rwa.xyz showed 106 holding addresses the same date.329 On Kraken, xStocks can be withdrawn to self-custody but need not be, so tokens left on the exchange sit in Kraken's own wallets rather than any individual holder's;14 Robinhood's tokens are its own derivative contracts, so a single broker's wallets can stand in for many customers.15 Then the totals, same date: 80,393 holders of tokenized Treasuries across 25 products,33 and 4,589,427 RWA holders across every network rwa.xyz tracks,34 dominated, as Section 4.2 already showed, by exchange-distributed stock tokens.
Funds, foundations, and stablecoins hold too. Franklin's own prospectus lists the Stellar Development Foundation at 27.30% and Ondo I LP at 9.45% among FOBXX's principal holders as of 1 July 2026.5 Ondo's OUSG held BUIDL at 31.46%, BENJI at 11.51%, and FYOXX at 9.18% on 21 September 2026, by Ondo's own account.31 USDtb "is issued by Anchorage Digital Bank" as of October 2025 and is backed by institutional-grade tokenized US Treasury fund products, with only Anchorage's own customers able to mint and redeem it.35 Aave Horizon accepts RWA collateral only from investors meeting the issuer's own requirements, and Binance takes BUIDL from institutional clients, both covered in Section 4.1. Section 3.2's finding that eligibility is not the same as participation applies here too.
One Firm, Many Hats
A handful of firms hold several of the roles above at once.
Franklin Templeton is sponsor and manager of FOBXX, its transfer agent through Franklin Templeton Investor Services, and its distributor through its own app; only custody is outsourced, to JPMorgan Chase Bank.5
Securitize is transfer agent, tokenization platform, and placement agent for BUIDL,4 administrator for VBILL,17 and holds the four regulated affiliates and market share already covered in Section 4.1.
Ondo is issuer of a note and adviser to a fund built on others' Treasuries,31 and owner, through an indirect wholly owned subsidiary, of the registered transfer agent that now serves its US stock products.23
Superstate is adviser to its own fund and transfer agent to that same fund.10
JPMorgan is custodian of FOBXX,5 issuer of JPMD, and operator of the private network its own funds and fund-flow records run on, both already covered in Section 4.2.
BNY is custodian of BUIDL and of USTB, and administrator of BUIDL besides.16104
Robinhood is issuer, distributor, and owner of the underlying for its own stock tokens, three roles in one transaction.15
Bundling saves the reconciliation between the legal register and the chain state that Section 2.3 described, and it concentrates the dependency chain Section 2.4 described into fewer hands than the role count suggests. That concentration is Section 5.3's subject, not this one's.
How to Read a Cast List
Five questions, asked in order, read any product's cast list here or anywhere else.
- Who owes me, under which document, and where is it incorporated? A fund share, a note, a derivative, a deposit, or a loan, from a BVI company, a Delaware trust, a Jersey issuer, or a bank.
- Who holds the assets, and who holds the keys, and are they the same firm? Section 2.4's four meanings of custody, with a name attached to each one.
- Who keeps the authoritative register, and what happens if it disagrees with the chain? The transfer agent's file, or the ledger itself; the prospectus says which.
- Who publishes the numbers, and who checks them? Administrator, oracle, attestation agent, auditor, and rating agency, each named, or each absent.
- Who may sell it to me, who else holds it, and how many of the holders are one firm's wallets? Eligibility wording, the distributor's licenses, and the adjusted holder count above.
A role with no name attached is a gap, not a simplification.
Bridge to Section 4.4
Every subscription and redemption above has a cash leg, and the cash itself is a token with its own issuer, custodian, and register: Circle's and Tether's stablecoins, JPMorgan's own deposit token, and the USDC that OUSG mints against. None of the products above settle without one of those cash tokens on the other side. Section 4.4 takes up those issuers directly, and how the cash leg settles against the asset leg described above.
- An RWA's cast is a set of named legal persons: every name in a live institutional product is checkable in a prospectus, a Form D, or a release.
- The issuer's form decides the claim, a fund share, a note, a derivative, a deposit, or a loan, and its domicile decides which court and insolvency regime would apply.
- Custody is two jobs: asset custody sits with a named bank, and token custody sits with a crypto custodian, self-custody, or an exchange's own wallets, each governed by its own rule.
- The register-keeper is a registered transfer agent in every US product named here, and the SEC has now proposed rules for onchain transfer agents, while some tokenization services sit outside that regulated role by the provider's own account.
- Holder counts measure wallets, not owners: 28 investors of record behind 106 BUIDL addresses, exchange wallets behind thousands of retail holders, and funds and stablecoins holding tokens in their own right.