Exchange-Traded Funds (ETFs) are at the heart of the COVID-19 financial crisis. Over forty percent of the trading volume during the mid-March selloff was in ETFs (multiple times the percentage in January), making them the “tool of choice” for many crisis traders. Using ETFs to trade through a crisis makes sense – they offer high intraday liquidity and instant exposure to entire asset classes, industry sectors, and even global markets. They’ve also shown recent value as futures substitutes when liquidity thinned in derivatives markets.
Besides their popularity as a preferred crisis trading tool, what have we learned about ETFs so far in the COVID-19 crisis?
First, the pandemic has revealed fragilities – most noticeably deep discounts in the trading price of many ETFs relative to their underlying net asset value. It has also confirmed pre-COVID-19 fears that intermediaries could back away from arbitraging away price discounts in a crisis; validated prior reports that ETFs are the new cash substitute; and shuttered a variety of ETFs that maybe shouldn’t have existed in the first place.
Most importantly, given the Federal Reserve’s unprecedented de facto bail-out of investment grade corporate credit ETFs, it has sparked an unsettled debate on the systemic importance of certain asset managers that are the largest ETF sponsors.
Liquidity Mismatch and Arbitrage Instability Concerns in ETFs are Real
Much of the early selling in ETFs were in equity indexes in a flight to quality towards bond funds. The safety of bond ETFs proved precarious, however, when pre-COVID-19 fears of “liquidity mismatch” – a topic I discussed with Lee Reiners in January on the Duke FinReg Pod – materialized with discounts emerging between bond ETF trading prices and their underlying net asset values (NAV). Unprecedented discounts also emerged in ETFs with illiquid underlying equities, like BlackRock’s iShares MSCI Philippines ETF (EPHE) which reported a 15 percent discount to NAV on March 16th. One report estimated that, thus far in the COVID-19 crisis, there have been around 700 ETFs trading “at least 1% or more higher or lower than that fund’s NAV.”
Pricing discounts were widely manifest in credit ETFs, even for those with “negligible credit or term risk” like ultra short duration funds, while investment grade corporate credit funds were most heavily impacted. Even the corporate bond funds of the largest ETF issuers – BlackRock and Vanguard – started “trading out of sync with their underlying assets.” For example, the week through March 20th, BlackRock’s iShares iBoxx $ Investment Grade Corporate Bond ETF (LQD) closed at a 5 percent discount to its NAV, later rebounding to a premium of 3.2 percent NAV after the Fed’s measures were announced.
NAV discounts are common in closed-end funds; however, unlike a closed-end fund, an ETF uses a unique “arbitrage mechanism” to continuously align its trading price with its NAV. The problem is that this arbitrage function, which involves the continual creation and redemption of ETF shares by large financial institutions called “authorized participants” (APs), is performed discretionarily and is motivated by market incentives, not legal obligations. AP’s failure to “arb away” the discounts in the ETF market during this crisis has validated many pre-COVID-19 concerns about AP “step away” risk during spikes of volatility and market uncertainty.
The Fed’s move to buy up corporate bonds and ETFs helped to stabilize the “massive dislocations” between prices and value, and restore at least some short-term stability in the credit fund sector. It also staved off a run on fixed-income mutual funds which may have had to unload corporate bonds onto the market at fire sale prices to meet investor cash redemption demands. This could have easily triggered a selling cascade across other credit ETFs, to underlying bonds, and in turn driven more mutual fund redemption runs.
Some ETFs are Being Used as Cash Substitutes, While Others Maybe Shouldn’t Exist at All
Crisis trading also revealed that ETFs are being used as cash substitutes. This confirms pre-crisis studies by the European Systemic Risk Board. Market reports show ultra-short duration Treasury ETFs like BlackRock’s iShares 1-3 Year Treasury Bond ETF (SHY) benefiting from massive funding flows in early March (in an early flight to quality) only to experience a whipsaw outflow after the Federal Reserve unleashed its stimulus package and investor funds quickly herded to high-grade corporate credit ETFs in an “all clear sign for risk assets.”
Also, in an episode somewhat reminiscent of the failure of certain volatility-linked inverse exchanged traded products (ETPs) in 2018, several three-times leveraged, oil-linked ETPs issued by WisdomTree were forced to close after crude oil prices plummeted amidst an oil-price war. Similar products issued by USB, Société Générale and Janus Henderson experienced significant losses, raising (again) the question of why some of these products exist in the first place, especially in light of regulatory warnings regarding their unsuitability for most investors.
As coronavirus fears pounded the markets, many ETFs were forced to shutter. Bloomberg recently reported that 72 ETFs have closed in the first quarter of the year (representing $1.4 Billion) with “niche” indexes, and leveraged funds that use derivatives hit particularly hard. Other ETFs, like gold-linked funds have, however, seen a surge in investor inflows; while several new “non-transparent” actively-managed ETFs are coming to market for the first time, despite the precarious timing.
ETFs are now the Most Recent Benefactor of the Federal Reserve’s “Infinite QE” Policy
In the week through March 25th, the Federal Reserve expanded its balance sheet by $586 billion to $5.25 trillion – topping the $5 trillion mark for the first time in history – as it stabilized bond and money markets, and extended credit to primary dealers (and dollar swap lines to other central banks) in a fast move to mitigate the coronavirus economic fallout. In the wake of the Fed’s quick response were a host of concerns about the implications of it being a “buyer of last resort,” with one commentator suggesting we’re now “past the point of QE infinity” and in the process the Fed has fostered a “post-Lehman crisis legacy of distorted risk premia in markets.”
The newest member of the “infinite” QE club are ETFs that track the investment grade corporate debt sector. The Fed’s expansive stimulus package (one commentator called it an “alphabet soup of new asset buying programs”) includes a Secondary Market Corporate Credit Facility (SMCCF), which can purchase “up to 20% of the assets of any exchange traded fund that provides broad exposure to the investment grade bond market.” ETFs won’t, however, be eligible as pledged collateral in the Fed’s Primary Dealer Credit Facility.
A variety of justifications have been advanced for the Fed’s unprecedented bailout of corporate bond ETFs including indirect support for the banking sector (since large credit ETFs also hold bank debt), allowing the Fed to hold longer duration corporate bonds, and preventing the bust of an economy currently in “suspended animation.” Also, purchasing high investment grade corporate credit ETFs are more efficient than individual bonds (since the Fed can provide support to many bond issuers at the same time). Accurate pricing of ETFs and underlying bonds will, however, be difficult in the days to come as the market continues to oscillate.
The Fed’s move is unprecedented, but it’s very possible that it prevented (hopefully not just delayed) a complete financial market meltdown. Yet it may have also preserved Wall Street’s propensity for making “outlandish promises” about the performance (and liquidity) of their financial products.
Now That ETFs Have Government Support, Could Their Sponsors be Systemically Important?
Shortly after the Fed signalled its intention to purchase corporate bonds and credit ETFs, BlackRock’s LQD jumped 7.4% with investor inflows of $1.06 billion. Notably, LQD isn’t the only BlackRock sponsored ETF that stands to benefit from the Fed’s de facto bailout. Its iShares Broad USD Investment Grade Corporate Bond Fund (USIG) could also potentially benefit, as could other mega-ETF issuer’s funds, including Vanguard’s Total Corporate Bond Market ETF (VTC) and Pimco’s Investment Grade Corporate Bond ETF (CORP).
In executing its stimulus measures, the Fed tapped BlackRock, the world’s largest asset manager (and largest ETF sponsor), to manage the purchase of new, and previously issued, U.S. corporate investment grade bonds and ETFs, and agency guaranteed commercial mortgage-backed securities secured by multi-family home mortgages.
The Fed’s investment grade bond ETF purchases will take place in the “previously issued” component of the SMCCF. This presents, a prima facie conflict since BlackRock is also the world’s largest bond ETF issuer (and sponsor of eligible ETFs), and safeguards have been announced, including a 20 percent investment limit on a given ETF. The extent that BlackRock’s corporate credit funds will find their way onto the Fed’s balance sheet is a contested topic amongst analysts.
ETF sponsors, like BlackRock, are clearly distinct from banks and insurance companies since they act as agents, use less leverage, a smaller balance sheet, and can’t access government-insured deposits as a source of funding. Also, up until the Fed’s COVID-19 stimulus, they lacked access to central bank support. The crisis has revealed, however, that not only are ETFs a widely-used trading tool and a large store of investor wealth, but that the government views them as crucially “interconnected” to the corporate credit sector, and worthy of stimulus intervention to curb a larger economic fallout.
The systemic importance of the largest ETF sponsors is worthy of assessment. These firms sit interconnected in the financial system through a complex operational structure, that creates numerous contractual, institutional and sectoral interdependencies, and in the process interlinks credit exposures while performing liquidity transformation through their products. Further, an operational event, or failure, at one of the mega ETF firms could easily drive a fire sale in ETFs that could cascade across other firm’s products to underlying assets, impact the operations of APs and market markers (which are critical to an ETF’s operational ecosystem), and harm investors and corporations in the process.
There’s an unsettling form of market alchemy that takes place when illiquid, over-the-counter bonds are transformed into instantly liquid ETFs. ETF “liquidity transformation” is now being supported by the government, just like liquidity transformation in mortgage backed securities and shadow banking was supported in 2008. Given the “social costs” (in the form of government support) of ETF liquidity transformation, perhaps subjecting their centrally interconnected mega-sponsors to enhanced safeguards may be necessary.
How Concerned Should we be About Blackrock’s Interconnective Influence?
This isn’t the first time that the government has tasked BlackRock with overseeing asset management activities during a crisis (it also procured its services to manage the assets of Bear Stearns and AIG). BlackRock’s influence far transcends the Fed’s current asset management task, and its operations (along with other large ETF sponsors) are creating complex economic interconnections between retail and institutional investors, banks, financial institutions, and market service providers, as well as influencing the behaviors of corporations through proxy voting.
At a minimum, one wonders just how influential BlackRock and its risk management and financial modelling system Aladdin (which will be heavily utilized in the current bond and ETF purchasing program) has become to global financial markets and governments. A recent European Banking Institute working paper on “financial operating systems” (FOS) includes a significant profile on BlackRock’s Aladdin, and describes it as among “the most consequential and unexamined developments in global finance.”
The authors note that it is the FOS with “by far the greatest impact” on global and U.S. asset management, with over 25,000 clients, and influence on more than $20 trillion in assets (an amount equal to “four times the value of all cash in the world, the annual GDP of the U.S., or the total U.S. stock market capitalization.”) The shear scope of Aladdin’s risk modelling influence and data control, when coupled with BlackRock’s assets under management, its ability to steer current economic stimulus measures, and its central interconnection as the world’s largest ETF issuer make its systemic importance a matter of live concern.
Have ETFs Achieved an Important Stress Testing Milestone?
The “abnormal gap” between market prices and underlying asset values, evidenced across ETFs in the COVID-19 crisis, has evoked fears that these products aren’t as resilient as Wall Street would have us think, and investors aren’t able to obtain fair pricing when they look to sell (a concept referred to in the literature as a “liquidity illusion”). It also invigorates concerns of arbitrage fragility in the ETF operational structure given the fact that, before the Fed’s bailout, APs and other discretionary market makers couldn’t (or wouldn’t) actively arbitrage away the price discounts in ETFs.
Yet others counter that ETFs have actually passed an important “stress test” in the COVID-19 crisis. Despite the discounts, a market did exist for investor exits during the worst segments of the early sell-off. Some say that ETFs have also acted as a price discovery vehicle (reflecting the “true” fair market value of the underlying bonds) and as a “liquidity wrapper,” – a valuable modern technology to absorb news faster than the underlying assets ever possibly could. Further still, others posit that even if liquidity in credit ETFs came with a discount to NAV (an exit “premium” if you will), there was at least a market, which isn’t necessarily the case for the underlying bonds.
The problem with liquidity wrapper and price discovery justifications is that they neglect to consider what might have happened had the Fed not stepped in. The primary concern is that a “doom loop” could have materialized where continued selling pressure in the ETF market exacerbated a fire-sale in the underlying, and again vice-versa, in a procyclical pile-on with devasting consequences.
Perhaps the key question underscoring the COVID-19 scorecard for ETFs is what, exactly, are investors using them for? As Bloomberg analyst Brian Chappatta aptly noted, “[i]f investors are simply turning to them for instant price discovery and liquidity, then the funds have certainty held up their end of the bargain,” but if investors are seeking an accurate real time tracking of the underlying index then “they’ve been let down amid this market turmoil.” Above all, we are also now left wondering whether the Fed’s intervention has set a precedent that it will act as the “guarantor of last resort” against future instability in the ETF market.
 Dawn Lim & Mischa Frankl-Duval, In Market Rout, ETFs Are Where The Action Is, The Wall Street Journal (March 15, 2020), https://www.wsj.com/articles/in-market-rout-etfs-are-where-the-action-is-11584270000.
 See Ryan Clements, New Funds, Familiar Fears: Do Exchange Traded Funds Make Markets Less Stable? Part I, Liquidity Illusions, 20 Hou. Bus. & Tax L. J. 15 (2020), available at https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3343976.
 Lim & Frankl-Duval, supra note 2.
 See Marc Gerstein, Why Your Supposedly Stable Fixed-Income ETF Fell Off A Cliff, Forbes (March 23, 2020), https://www.forbes.com/sites/marcgerstein/2020/03/23/why-your-supposedly-stable-fixed-income-etf-fell-off-a-cliff/#7a1c08bf7ba5.
 See Clements, supra note 4 at 34.
 See Marco Pagano, Antonio Sanchez Serrano & Josef Zechner, Can ETFs Contribute To Systemic Risk? Reports of the Advisory Scientific Committee No.9, European Systemic Risk Board (June 2019), 3-4, 28-29, https://www.esrb.europa.eu/pub/pdf/asc/esrb.asc190617_9_canetfscontributesystemicrisk~983ea11870.en.pdf.
 Katherine Greifeld & Brandon Kochkodin, ETFs Liquidate at Quickest Pace Since 2017 Amid Market Turmoil, Bloomberg (April 1, 2020), https://www.bloomberg.com/news/articles/2020-04-01/etfs-liquidate-at-quickest-pace-since-2017-amid-market-turmoil.
 Alexandra Scaggs, The Fed Has Never Bought ETFs Before. Here’s Why That’s Changing, Barron’s (March 24, 2020), https://www.barrons.com/articles/why-the-federal-reserve-is-now-buying-etfs-51585076254.
 See Ryan Clements, Are ETFs Makings Some Asset Managers Too Interconnected To Fail? Forthcoming 22(4) U. Pa. J. Bus. Law (2020), available at https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3516936.
 Lim & Frankl-Duval, supra note 2.
 See Clements, supra note 4 at 36.
 Lim & Frankl-Duval, supra note 2.
 Lewis Braham, Emerging Market ETF Pricing Another Victim of the Coronavirus Outbreak, Barron’s (March 26, 2020), https://www.barrons.com/articles/emerging-market-etf-pricing-another-victim-of-the-coronavirus-outbreak-51585217700.
 Andrea Riquier, ETFS behaving badly: ‘exactly what they are supposed to do’ or ‘just what we feared’? MarketWatch (March 28, 2020), https://www.marketwatch.com/story/heres-how-to-think-about-the-turbulence-in-etf-pricing-and-heres-what-to-do-about-it-2020-03-27.
 See Gerstein, supra note 6.
 See Tom Eckett, ETF discount concerns bubble to the surface, ETF Stream (March 23, 2020), https://www.etfstream.com/feature/10826_etf-discount-concerns-bubble-to-the-surface/.
 See Dawn Lim, Bond ETFs Flash Warning Signs of Growing Mismatch, The Wall Street Journal (March 23, 2020), https://www.wsj.com/articles/bond-etfs-flash-warning-signs-of-growing-mismatch-11584964801.
 Eckett, supra note 18.
 See Henry T.C. Hu & John Morley, The SEC and Regulation of Exchange-Traded Funds: A Commendable Start and a Welcome Invitation, 92 S. Cal. L. Rev. 1155 (2019); see also see Henry T.C. Hu & John Morley, A Regulatory Framework For Exchange Traded Funds, 91 S. Cal. L. Rev. 839 (2018).
 Gerstein, supra note 6.
 See Clements, supra note 4 at 25-28, 34-36.
 Katherine Greifeld, Fed Lifeline Saves Bond Funds Teetering on Brink of ETF Hell, Bloomberg (March 28, 2020), https://www.bloomberg.com/news/articles/2020-03-28/fed-lifeline-shields-bond-funds-teetering-on-brink-of-etf-hell.
 See Ryan Clements, supra note 11.
 Katherine Greifeld, Cash-Like ETFs See $3 Billion Exit After Fed Steps Into Market, Bloomberg (March 30, 2020), https://www.bloomberg.com/news/articles/2020-03-30/fading-funding-squeeze-spurs-3-billion-exit-from-cash-like-etfs.
 See Pagano, Serrano & Zechner, supra note 8 at 3-4, 28-29.
 Greifeld, supra note 29.
 See Ryan Clements, If We Can, Does It Mean That We Should? Volatility Linked ETPs and the Recent Crash, Duke FinReg Blog (February 10, 2018), https://sites.duke.edu/thefinregblog/2018/02/10/if-we-can-does-it-mean-that-we-should-volatility-linked-etps-and-the-recent-crash/.
 Chris Flood and Attracta Mooney, Crude Price Crash Hits Oil-Linked Exchange Traded Products, Financial Times (March 15, 2020), https://www.ft.com/content/ce8a2b61-8f71-4bea-a391-3564b4409e28.
 Greifeld & Kochkodin, supra note 9.
 Katherine Greifeld & John Gittelsohn, Gundlach Sounds Alarm on ‘Paper Gold’ ETFs Raking in Billions, Bloomberg (April 1, 2020), https://www.bloomberg.com/news/articles/2020-04-01/gundlach-sounds-alarm-on-paper-gold-etfs-raking-in-billions.
 Claire Ballentine, Hidden-asset ETFs test appetite for active managers amid rout, BNN Bloomberg (April 2, 2020), https://www.bnnbloomberg.ca/hidden-asset-etfs-test-appetite-for-active-managers-amid-rout-1.1416386.
 Dan Burns, Fed balance sheet tops $5 trillion for first time as it enters coronavirus war mode, Reuters (March 26, 2020), https://www.reuters.com/article/us-health-coronavirus-fed-balancesheet/fed-balance-sheet-tops-5-trillion-for-first-time-as-it-enters-coronavirus-war-mode-idUSKBN21D3K9.
 Michael Mackenzie, The Federal Reserve has gone well past the point of ‘QE Infinity’, Financial Times (March 23, 2020), https://www.ft.com/content/11b338a2-6d0c-11ea-89df-41bea055720b.
 Jim Bianco, The Fed’s Cure Risks Being Worse Than The Disease, Bloomberg Opinion (March 27, 2020), https://www.bloomberg.com/opinion/articles/2020-03-27/federal-reserve-s-financial-cure-risks-being-worse-than-disease.
 Federal Reserve, Policy Tools, Secondary Market Corporate Credit Facility, https://www.federalreserve.gov/monetarypolicy/smccf.htm (last visited March 30, 2020).
 Scaggs, supra note 10.
 Joy Wiltermuth & Sunny Oh, How the Fed’s latest crisis-era credit facility aims to finally calm rattled markets, MarketWatch (March 18, 2020), https://www.marketwatch.com/story/heres-how-the-feds-latest-credit-facility-could-finally-calm-rattled-markets-2020-03-17?mod=article_inline.
 Scaggs, supra note 10.
 Mackenzie, supra note 39.
 See Andrea Riquier, The Fed is Going to Buy ETFs. What Does It Mean? MarketWatch (March 30, 2020), https://www.marketwatch.com/story/the-fed-is-going-to-buy-etfs-what-does-it-mean-2020-03-23.
 See Financial Times, Opinion Lex, Market Liquidity: The Fed Put, March 23, 2020, https://www.ft.com/content/2d398100-d37a-45e3-9d64-e63a8504930a.
 Katherine Greifeld, Traders Pour $1 Billion Into Biggest Credit ETF to Front-Run Fed, Bloomberg (March 24, 2020), https://www.bloomberg.com/news/articles/2020-03-24/traders-pour-1-billion-into-biggest-credit-etf-to-front-run-fed?srnd=markets-vp.
 Scaggs, supra note 10.
 See Federal Reserve Bank of New York, FAQs: Agency MBS Purchase (March 24, 2020), https://www.newyorkfed.org/markets/ambs-treasury-faq?mod=article_inline.
 Dawn Lim, Federal Reserve Taps BlackRock to Purchase Bonds for the Government, The Wall Street Journal (March 24, 2020), https://www.wsj.com/articles/federal-reserve-taps-blackrock-to-purchase-bonds-for-the-government-11585085843.
 See Yakob Peterseil, A Big Fed-Driven Bet on BlackRock ETF Gets a Contrarian Warning, Bloomberg (March 30, 2020), https://www.bloomberg.com/news/articles/2020-03-30/a-big-fed-driven-bet-on-blackrock-etf-gets-a-contrarian-warning.
 See Clements, supra note 11.
 Randall W. Forsyth, Corporate Credit Could Be the Next Bubble to Burst, Barron’s (Feb. 15, 2019, 11:42 AM), https://www.barrons.com/articles/debt-be-not-proud-danger-in-the-complacency-about-corporate-credit-51550248974 (“In 2007, the lie was that you could take a cornucopia of crap, package it together, and somehow make it AAA. This time, the lie is that you can take a bunch of bonds that trade by appointment, lump them together in an ETF, and magically make them liquid.”)
 See Zoltan Pozsar, Tobias Adrian, Adam Ashcraft, and Hayley Boesky, Shadow Banking, Federal Reserve Bank of New York Staff Report No. 458 (July 2010), 61-64, available at http://ssrn.com/abstract=1645337; Morgan Ricks, The Money Problem: Rethinking Financial Regulation (Chicago: University of Chicago Press, 2016), 96-101; William A. Birdthistle, Breaking Bucks in Money Market Funds, 2010 Wis. L. Rev. 1155, 1163, 1190.
 See Morgan Ricks, Regulating Money Creation After The Crisis, 1 Harv. Bus. Rev. 75, 78, 119-120 (2011).
 Liz Rappaport & Susanne Craig, BlackRock Wears Multiple Hats, The Wall Street Journal (May 19, 2009), https://www.wsj.com/articles/SB124269131342732625.
 See Lucian A. Bebchuck & Scott Hirst, The Specter of the Giant Three, 99 Boston U. L. Rev. 721, 723 (2019); John C. Coates, The Future of Corporate Governance Part I: The Problem of Twelve, Harvard John M. Olin Discussion Paper No. 1011 (April 2019), 16, available at http://law.harvard.edu/programs/olin_center/papers/pdf/Coates_1001.pdf.
 Dirk Andreas Zetzsche, William A Birdthistle, Douglas W Arner, & Ross P. Buckley, Financial Operating Systems European Banking Institute (EBI) Working Paper Series No. 58/2020 ((March 1, 2020), available at https://ssrn.com/abstract=3532975.
 Id. at 14-16.
 See Clements, supra note 4 at 32-37.
 See Eckett, supra note 18.
 Jon Sindreau, ETFs Have Passed Their COVID-19 Stress Test, The Wall Street Journal (March 27, 2020), https://www.wsj.com/articles/etfs-have-passed-their-covid-19-stress-test-11585303519.
 See Lim, supra note 19.
 See Eckett, supra note 18.
 See Peter Chatwell, The liquidity ‘doom loop’ in bond funds is a threat to the system, Financial Times (March 24, 2020), https://www.ft.com/content/b7c15426-6e1b-11ea-89df-41bea055720b.
 See Ian Foucher & Kyle Gray, Exchange-Traded Funds: Evolution of Benefits, Vulnerabilities and Risks, Bank of Can. Fin. Sys. Rev., Dec. 2014, 42, available at ; Katherine Greifeld, ‘Illiquidity Doom Loop’ Threatens Bond ETFs Caught Up In Turmoil, Bloomberg (March 20, 2020), https://www.bloomberg.com/news/articles/2020-03-20/mizuho-charts-roadmap-for-an-illiquidity-doom-loop-in-etfs.
 Brian Chappatta, Bond ETFs Will Never Be The Same After Coronavirus, Bloomberg Opinion (March 23, 2020), https://www.bloomberg.com/opinion/articles/2020-03-23/coronavirus-bond-etfs-will-never-be-the-same-after-this-crisis.