Your 401(k) statement may say:

BlackRock. Prudential. Lincoln. Or simply: Target Date 2055.

What it probably doesn’t say is: Las Vegas, Nevada.

Welcome to the increasingly strange world of Collective Investment Trusts—or CITs.

CITs aren’t SEC-registered mutual funds. And behind some of the biggest names in American retirement investing sits a company most participants have never heard of:

Great Gray Trust Company.

Great Gray is a Nevada-chartered trust company headquartered in Las Vegas. It is ultimately controlled by funds affiliated with Madison Dearborn Partners, a major private-equity firm.

And Great Gray isn’t some tiny niche trustee.  As of March 31, 2026, it reported:

$318.6 billion of fund assets 80+ investment sub-advisers 200+ recordkeepers and 38 trading platforms.

Those relationships put Great Gray in the middle of a retirement ecosystem containing some of the biggest names on Wall Street.

The Names You Actually Know

Great Gray is trustee for CITs sub-advised or used in products involving major financial brands.

BlackRock is helping Great Gray build the new Panorix Target Date Series, including private-equity investments.

Goldman Sachs Asset Management created a private-credit CIT specifically selected for Panorix.

**PGIM—the investment-management arm of Prudential—**offers more than 55 CITs across its own Prudential Trust Company and Great Gray platforms. PGIM lists its entire target-date CIT series and a real-estate CIT on the Great Gray platform.

And Lincoln Financial says its Income America 5ForLife target-date portfolios providing guaranteed lifetime income are collective investment funds for which Great Gray Trust Company is the trustee.

Then there is distribution.

Great Gray’s own platform materials list trading relationships providing access through familiar retirement companies including:

Empower Principal Nationwide Voya TIAA John Hancock Lincoln Vanguard and Fidelity.

That doesn’t mean all those companies have hired Great Gray to manage their proprietary funds. In many cases Great Gray is providing CITs that can be accessed through their retirement platforms.

But that’s precisely the point.

A participant may know BlackRock, Lincoln, Prudential, Empower or Principal.

Almost nobody knows the name of the Nevada trust company sitting behind the CIT structure.

BlackRock + Goldman + Great Gray

The new Panorix structure shows where this is headed.

Great Gray is trustee.

BlackRock designs the custom target-date glidepath and supplies index investments and private equity.

Goldman Sachs supplies private credit.

Private Equity owned consultant Wilshire handles liquidity and cash-flow management.

Great Gray retains ultimate fiduciary authority over the CIT.

So an ordinary participant could see:

TARGET DATE 2055

while underneath sits:

Great Gray — Trustee  BlackRock — Private Equity  Goldman Sachs — Private Credit

Wilshire — Liquidity Management

And the legal trustee at the top of this increasingly complicated investment structure is:

**Great Gray Trust Company, LLC  Las Vegas, Nevada**

Lincoln Adds the Insurance Layer

Lincoln makes the regulatory maze even more interesting.

Lincoln says its Income America 5ForLife portfolios are target-date collective investment funds with guaranteed lifetime income.

And Great Gray is the trustee.  Now the structure can become:

401(k)  Target-Date CIT  Great Gray — Nevada  Investment Managers  Lincoln Lifetime-Income Guarantee Insurance Regulation by State of Indiana

That means one seemingly simple retirement product can potentially involve ERISA, Nevada trust-company regulation, investment managers operating under federal securities law, and Indiana state insurance regulation.

And the participant sees:

Income America 5ForLife.

$318 Billion of Funds. $1 Million Statutory Capital Floor.

Now comes the number every plan fiduciary should know.

Nevada law starts the statutory minimum stockholders’ equity requirement for a retail trust company at:

$1 MILLION

The Nevada regulator can require substantially more, and Great Gray’s $318.6 billion of fund assets are trust assets—not Great Gray corporate assets or liabilities.

So this isn’t financial leverage in the traditional balance-sheet sense. It is something more interesting:

Operational Leverage.

A relatively thin corporate entity can exercise trustee and fiduciary authority over an enormous pool of other people’s retirement assets.   Private equity understands that model very well.

Control enormous assets.  Put comparatively little corporate capital underneath the operating company.  Earn fees from the platform.   Add managers.   Add products.  Add distribution.

And scale.  Great Gray says more than 9% of its reported fund assets are already in fund-of-fund structures where Great Gray serves as trustee or administrator at multiple levels.

Now add private equity and private credit inside those structures.

And Great Gray Itself Is Private-Equity Owned

That’s the part that makes this such an extraordinary case study. Great Gray is ultimately controlled by investment funds affiliated with Madison Dearborn Partners.

So:  Private Equity   owns Great Gray which trustees 401(k) CITs that can invest in

Private Equity.

The circularity is remarkable.

And the regulatory history makes it even more interesting.

Great Gray’s enormous CIT business previously belonged to Wilmington Trust, N.A.—a national bank subject to OCC regulation.

On April 28, 2023, the CIT business moved to the Nevada-chartered Great Gray Trust Company.

On April 29—one day later—Great Gray was sold to the Madison Dearborn affiliate.

The structure effectively went:

OCC-Regulated National Bank >  Nevada Trust Company> Private-Equity Ownership>BlackRock Private Equity>Goldman Sachs Private Credit>Prudential/PGIM >CITs>Lincoln Lifetime Income

That deserves considerably more attention from ERISA fiduciaries.

Why Nevada?

Nevada permits Great Gray to operate as a non-depository trust company rather than a conventional bank.   It doesn’t need to take deposits.  It doesn’t need to make loans.

It can concentrate on the extraordinarily scalable business of administering and trusteeship of other people’s assets. Nevada’s statutory capital floor starts at $1 million.

And I have not found a Nevada CIT-specific regulatory code comparable to either the OCC’s detailed 12 CFR §9.18 framework or Pennsylvania’s detailed collective-investment-fund rules applicable to Vanguard’s trust company.

When a private-equity-owned Nevada trust company overseeing more than $300 billion begins helping BlackRock and Goldman Sachs put private equity and private credit into ordinary workers’ target-date funds, asking “Why Nevada?” isn’t unreasonable.

It’s basic fiduciary due diligence.

Follow the CIT

At the next 401(k) committee meeting, don’t merely ask:

“Who manages our target-date fund?”

Ask:

Who is the legal trustee?

Who owns the trustee?

Where is it chartered?

Who regulates it?

How much corporate capital does it maintain?

What investments are underneath it?

Are BlackRock, Goldman, Prudential or other managers putting private assets into it?

Does it contain an insurance guarantee?

Which insurance company provides it?

Who regulates that insurer?

Are any underlying partnerships or reinsurance entities offshore?

Because the logo participants recognize may be BlackRock, Prudential or Lincoln.

The recordkeeper may be Empower, Principal, Nationwide, Voya or Fidelity.

But somewhere underneath the familiar names, the legal trustee exercising ultimate fiduciary authority may be a private-equity-owned trust company headquartered in:

Las Vegas, Nevada.

That is something every ERISA fiduciary selecting a CIT should know.

Appendix: The OCC Is Opening the Trust-Bank Door Wider—What Does That Mean for 401(k) CITs?

There is another problem with the rapidly expanding 401(k) CIT market: the Trump Administration is simultaneously pushing the OCC—the principal federal regulator of national banks administering CITs—in a decidedly deregulatory direction.

That matters because 401(k) CITs don’t live under the SEC’s mutual-fund regulatory structure. They depend heavily on bank regulation and the OCC.

Under 12 CFR §9.18, a national bank can operate a collective investment fund consisting solely of assets from tax-exempt retirement, pension, profit-sharing and other qualifying trusts. The bank administering the CIT acts as fiduciary and holds legal title to the assets.

The existing rules aren’t meaningless. They require, among other things:

• a written fund plan;
• board or authorized committee approval;
• rules governing valuation and withdrawals;
• an annual audit;
• an annual financial report listing investments, costs and current market values;
• restrictions on self-dealing and conflicts; and
• reasonable fund expenses.

Those protections should be getting stronger as CITs become more complicated—not weaker.

Enter Crypto Trust Banks

On July 10, 2026, the OCC gave final approval for Circle Internet Group to establish Circle National Trust, formally First National Digital Currency Bank, N.A.

Circle says the new national trust bank will initially provide fiduciary digital-asset custody and could eventually provide custody directly to a limited group of institutional customers. It also envisions potentially managing USDC reserves.

Circle celebrates this as bringing digital assets into the federal banking system.

I see another question:

What happens when the regulator overseeing increasingly opaque 401(k) CIT structures is simultaneously expanding what can operate inside the national-trust-bank regulatory perimeter?

Better Markets is tracking this as part of the Trump Administration’s broader financial deregulation campaign. Its tracker characterizes the Circle approval as part of an OCC pattern of granting national trust charters to nonbank fintech companies and bringing crypto risks further into the banking system. Just two days earlier, it notes, the OCC conditionally approved a national trust charter involving Sony.

Even more importantly, Better Markets argued in a February 2026 OCC comment letter that the agency was attempting to broaden what national trust banks can do beyond traditional fiduciary activities. Better Markets described the combination of crypto trust charters and expanded trust-bank authority as an attempted “end run” around the traditional banking regulatory structure.

The 401(k) Connection

To be clear, Circle’s new charter does not mean Circle can simply launch a crypto 401(k) CIT tomorrow. Nor have I found evidence that the OCC has repealed §9.18’s core CIT requirements.

But retirement fiduciaries should pay attention to the direction of travel.

The OCC itself says that a CIT is a bank-administered trust and that the bank acts as fiduciary and holds legal title to the fund assets.

That makes the strength of OCC supervision extremely important.

And today’s CIT isn’t necessarily Grandpa’s pooled stock-and-bond trust fund.

As discussed in the main article, CITs increasingly can sit at the center of structures involving affiliated asset managers, target-date strategies, insurance products, private credit, private equity and other investments that are far harder for participants—and sometimes plan fiduciaries—to understand than an SEC-registered mutual fund.

Now add digital assets and a rapidly expanding universe of specialized national trust banks.

That is precisely when regulators should demand MORE transparency.

Instead, Washington appears to be moving in the opposite direction.

The Las Vegas Problem Gets Bigger

That brings us back to the central point of this article.

A participant sees:

BlackRock. Goldman Sachs. Prudential. Lincoln.

They naturally assume one of those giant financial institutions is the principal regulatorily accountable entity standing behind their retirement investment.

Follow the CIT structure far enough, however, and you can end up at a comparatively obscure trust company whose regulator may be a state banking agency—or the OCC.

The Trump Administration is now opening that national-trust-bank doorway to an entirely new generation of digital-asset companies while simultaneously promoting a broader deregulatory banking agenda.

That doesn’t prove that existing CITs are unsafe.

It proves that 401(k) fiduciaries should stop treating “bank regulated” as synonymous with “SEC mutual-fund regulated.”

They aren’t the same.

The CommonSense Fix

Before putting participant money into any CIT, the investment committee should demand answers to five questions:

1. Who is the legal trustee of the CIT?
2. Who regulates that trustee—the OCC or a state regulator?
3. What does the OCC or state regulator actually examine?
4. What investments, affiliated transactions and underlying vehicles are hidden beneath the CIT wrapper?
5. What information would participants receive if this exact portfolio were instead offered through an SEC-registered mutual fund?

If the answer to Question 5 is “a lot more,” the fiduciary has identified the problem.

The retirement industry is moving trillions of dollars from transparent SEC-registered mutual funds toward bank-regulated CITs at exactly the moment Wall Street wants to put more private equity, private credit, annuities—and potentially crypto—into retirement accounts.

Meanwhile, the federal regulator at the center of the CIT structure is broadening the national trust-bank tent.

That’s not an argument for weaker OCC rules.

It’s an argument for much stronger ones.

At minimum, 401(k) CITs should have mutual-fund-like public holdings disclosure, standardized expense reporting, disclosure of every affiliated transaction and underlying vehicle, meaningful valuation disclosure for private assets, and a publicly identifiable regulator and trustee.

If Washington wants CITs to become the dominant investment wrapper for America’s retirement savings, CIT transparency should be moving toward SEC standards—not farther away from them.