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Should I get closer? Yeah, even though people like my audio at least relative to Matt.
Yeah, I'm the audio of death. Sorry, I'm so low. Should I do this? Should do like an Ero vice the whole time?
Maybe they'd like it a little bit more.
Hello, and Welcome to the Money Stuff Podcast.
And then maybe they would like your normal voice more.
Hello and welcome to the Money Stuff Podcast, your weekly podcast where we talk about stuff related to money. I'm Matt Levin and I write the Money dot Com for Bloomberg Opinion.
And I'm Katie Greifeld, a reporter for Bloomberg News and an anchor for Bloomberg Television.
What are we talking about today, Katie.
Well, you're we're talking about Vanguard getting put on the SEC's naughty List. We're going to talk about Buffer Bicklin ETFs, and then we're going to talk about two sigmas.
I wrote this. It might be the last SEC natty list.
You.
I'm really interested what's going to happen in the next few years in terms of like like I've made fun of the SEC over the past few years about some of its enforcement things like the like cell phone stuff where like if you text about work, you get in trouble with the SEC. I don't know how much the SEC is like a sort of like self operating mechanism that has inertia. And we'll keep bringing cases and we'll keep going after Security is for out, and how much of it is going to be Like the tone from
the top is screwtys. Frode is great, and then we just you know, never see an SEC case again, or you see SEC cases, but they have a very different political posture, you know, Yeah, well anti ESG cases.
It seems like that sentiment is shared because it was a real rush to the finish for the SEC. You had a very long column about everything that the SEC was like.
One quarter of the things that the SEC SEC did last week. There's so many things.
Nestled at the bottom was something on Vanguard. Of course, Vanguard to pay one hundred and six million dollars to resolve violations related to capital gains distributions in their target date funds. This is a rare moment where Matt and I both wrote about something him and money stuff me in the ETFIQ newsletter newsletters. Yeah, Matt, you find this
aggressively boring, but I think it's kind of interesting. What okay, Well this came down and to me it sort of read like the inverse of what we were talking about with Capital One. And let me tell you. Yeah, okay, all right, so you're buying in. So Vanguard basically lowered the minimum initial investment on its Vanguard Institutional Target Retirement
funds in December twenty twenty. But they also had a retail version of this, and the institutional version had a lower fee than the retail And my crude explanation in my newsletter was that, okay, they told the investors in the retail product that they were lowering the minimum, and you had a bunch of these retirement investors switched to the now lower fee institutional TRFs that they could get
access to. But the bad news came in when the retail funds to meet those redemptions, that had to sell a bunch of assets and the remaining holders were caught with big capital gains.
Yeah. So there's the two glasses of the investor fund and the institutional fund. The investor fund is not exactly retail. It was like sub one hundred million dollars and so a lot of retirement funds had their money in the investor fund, and then they cut the minimum for the institutional fund to five million from one hundred million. So all these like small and mid sized retirement plans were like, Okay, we'll get the lower fees by taking our money out
of the investor and putting it an institutional. But to get the lower fees, that's technically a like taxable transaction. Like technically the retail fund sells all those stocks and the institutional fund buys it, and that means that the retail fund has capital gains, and those capital gains are shared by not the redoing holders, but also the continuing holders.
So if you had money in that fund, you got a big capital gains tax bill and you were surprised by it because it's not it's not in any sort of proportion to your actual gains. It's like all these people cashed out, so there was a big bill. Yeah, so mutual funds, mutual funds, you were like, I wrote about this, and I was like, let me guess they should have done an ETF.
Well, I mean ets with ETFs, this wouldn't have happened. Do you think about the creation redemption mechanism of ETF shares. People love ETFs because you don't get capital gains bills in the same way that you would with a mutual fund when other holders redeem.
Right, it's like you have to sort of think about, like what is the right treatment, you know. So I wrote a few years ago, like Bloomberg, Zach Miner had a series of stories about the ETF heartbeat trade, or basically like if you run an ETF, broadly speaking, you can avoid realizing any taxable gains because you're doing in kind creations and redemptions. But every so often you need to like adjust the holdings of your fund, and if
you traded for cash, you would have taxable gains. If you run an ETF, the number one goal is never have taxable gains. And so people have developed all of these like complicated mechanisms to take advantage of what a lot of people call the ETF tax loophole, right, Like it's a loophole that you can have this fund that never buys or sells stocks and never has taxable gains.
Yeah, after heart it's kind of a tax dodge.
Yeah, it's kind of a taxx. It is so intuitively appealing to say I've put my money in a fund. In a year or ten years or thirty five years, I'll take my money out of the fund. If I have gains over those thirty five years, I'll pay taxes on the gains. But in between, I shouldn't pay any taxes because I haven't sold anything. Like what's the taxable event where I just hold the mutual fund and every year I get a tax bill and the tax bill is not really related to my actual gains in the fund.
It's just weird. Yeah, And like that's how the tax lot works for mutual funds. It's not how the tax law works for ETFs, in part because there is this CTF loophole and part because people have built the industry around exploiting the loophole. But like the ETF treatment is just more intuitive than the mutual fund treatment. And like a lot of people are genuinely surprised that they get a tax bill for their mutual fund trading activity, and the SEC is like they should have been surprised, Like
it's not fair. They shouldn't get to the tax bill, you know, because that is the tax law. But no one, no one finds it intuitive or appealing.
I mean, so mutual funds when they're in four A one k's what we're talking about, like sort of goes away, like yes, for a one k's, you don't have that capital gains thing in this specific instance with these Vanguard target date funds. So it was the investors that held these funds in their tax BIWL accounts that we're talking about.
So Vanguard sort of assumed that most of these people were four O NK investors theoretic and in part because a lot of people hold these funds through Vanguard's own platform, like their website and their brokerage, and so Vanguard could look at those people and say, almost all these are furrow and K plans, so they won't have to pay
the taxes, so it's not a big deal. But also, like people hold billions of dollars of these funds away like in other brokerage accounts, and Vanguard didn't have transparency on them and sort of assumed, yeah, it's all four on K plans, it's fine. But in fact, a lot of retail taxable investors had money in these funds and then got a big tax bill, yeah, because they were outside of the four one K.
So we talked a lot about products and rappers so far. I want to talk though about why this is like the spiritual inverse of the Capital One example, because you had a lot of sympathy for Capital One last week, and if that's the case, you must have a ton of sympathy for Vanguard here kind of trying to do this out of the goodness of their hearts for these investors.
I do I mean talk about that. The thing they did here was they wanted to lower fees. Yeah, Vanguard is an interesting company because it's sort of not a company, right, it's like owned by the funds, So it's a mutual in a sort of classics apps like the funds ultimately on Vanguard, so it doesn't like charge as much as it can to provide returns to the shareholders. It like has a mandate to kind of keep fees low, and
so it offered these funds. It set some expense ratios, and the funds gathered a lot of assets, including from like mid size furrow on k plans and they're like, we're making so much money off these plans that we
don't need. Yeah, like let's give it back. And they thought of different ways to give it back and the way they came up with was lower the minimums on the institutional fund, which there are a lot of other options, and they chose this one for reasons that are not entirely clear to me, but basically the SEC sort of implies that they didn't fully appreciate the tax problem, in part because they thought everyone was in FORO O on K plans, and in part because when they were considering this,
it was like March of twenty twenty, and so stocks were all the way down and so they're like, yeah, nobody has capital gains. It's fine, it's not a big deal. But then by the time they actually did it be blood capital gains.
Yeah.
So I sympathize with a lot of that. One thing I was say, like, you know, I have a soft spot for Vaneyard. A lot of my money is in Vanguard funds, but like Vanguard feels like historic innovator in index funds that is like a.
Little timy okay, old fashioneds, like you know, out in the woods of Pennsylvania.
Yeah, and like you know, they sort of resisted etfization a little bit more than the other place.
Jack had a lot to say about ETF.
Some of that about what we'll get to like weird weird product ETFs. But like some they just didn't like the e structure because they felt trader and they want like a sort of long term buy and hold investors. And the way they've structured this, you could have done this in a lot of others. Started from the beginning with we have one fund, and we can have two classes of shares of the fund, and we can lower
the fees on one class without lowering you know. Like the problem here is that they had two separate funds, and so when they lowered the fees on some of the investors, those investors had to sell one fund and buy another one, which is like kind of crazy. It shouldn't work that way. So, like, I have a lot of sympathy here for Vanguard because really all they were trying to do is lower fees out. But I also like, yeah, this is kind of sloppy, you know.
Yeah, a couple of things. Vanguard turns fifty years old on May first. May first, nineteen seventy five was when Vanguard was born. Vanguard does this all the time in terms of lowering fees. Like you talked about their ownership structure a little bit like any time that they have extra cash or assets generated by their products that is just funneled into lowering fees, which has put a crunch on the entire industry because of the way that their owns.
Other people like Blackrock doesn't operate like Vanguard does, but black Rock still has to compete with Vanguard and just lower fees to dirt cheap levels, which is interesting. And in the ETFIQ newsletter, you know, after you know you've read money stuff, if you read the ETFIQ newsletter the one hundred and six million dollars, I saw some reaction that was like, oh, that's nothing for Vanguard. They manage
how many like ten trillion dollars in assets. But because their fees are so low, assuming that they charge an average of ten basis points, one hundred and six million dollars for Vanguard is like napkin math, one percent of their total revenue. So this is actually pretty painful for van Card. Maybe it was sloppy, you know, but it was painful.
I think that I write about a lot. I write about cases where either the SEC or like a shareholder class action, sues a company for doing a bad thing and the company agrees to pay a big fue or pay a big recovery to shareholders. And people always ask like, isn't that circular? Like where does the money come from?
And part of the answer is like, the money sometimes comes from dn O insurance, but like sometimes yeah, like the company writes a check to compensate shareholders who lost money on something, and you're like, well, like, how did that help the shareholders? Like the lawyer's got a fee, but like the shareholders are writing a check to the shareholders.
Similarly with Vanguard, it's owned by its funds, right, yeah, if you find Vanguard one hundred million dollars, in some sense, are you taking that money from the Vanguard investors who like lost money because of this tax problem?
Wow?
Like they're the shareholders, they're the owners, That's true, They're the ones paying the fine.
There's a good point.
And might I say that, I mean.
Me, Yeah, So it's technically not a fine. And I learned that the hard way because I had said it was fine. I said it was a fine, and I had to correct my newsletter. It's technically not a fine because the one hundred and six million dollars will be distributed to those impacted. So but you should still subscribe to ETF I Q of the time is correct. Oh, come on, I'm doing my best. Let's talk about something that Jack Bogel would absolutely hate. They're called buffer bitcoin ETFs,
Buffer ETFs. They're really popular. They've just ballooned over the past several years. Oh, I don't know, I actually so. I mean it's a great pitch.
Yeah, I've written this like it is so close to my heart because it's like a pitch that I learned as a young derivative structure at an investment bank. Because there's no downside exactly all your mouney back. It's great, Like what a great pitch.
Yeah, and it's sort of evolved to be no downside at all. Of course, one hundred percent protection downside. Buffer and ETFs have launched in the past year or so, but buffer ETFs came into existence. I'm sure they existed in other iterations, but they came into existence in twenty twenty. I believe I was pretty new to the ETF beat and in that time they've ballooned to this like sixty billion dollar asset class. And it's because the pitch is
really good. We're going to shield you against these losses.
Yeah, We're going to give you the upside in something. Yeah whatever, yeah, miker whatever, and if like it goes down, it doesn't go down, like you get all your money back. Yeah, it's amazing. What a great pitch.
It makes sense in stocks, the one hundred percent downside. To me, I can kind of see it in bitcoin. I don't super understand it because volatile is the selling point of bitcoin for a lot of people. People have fun treating extremely volatile cryptocurrencies. If you are buying one hundred percent bitcoin buffer ETF with like an upside cap of twelve percent or eleven percent, what is the GD point?
What is what?
Yes?
Right, so Calahs is launching these buffered bitcoin ETFs right, where like these things are all like defined periods, right, so you get like a one year, like you buy it at the beginning and at the end you get some amount of the return on bitcoin, but like floor it at some level, right, so like they have a one hundred by like one to eleven something like that.
Not exactly sure on what the cap levels are, but so basically you buy it and if bitcoin goes down you get your money back in the year, and if bitcoin goes up, you get the return on bitcoin unless it goes up by more than eleven percent, which cause you only get eleven percent. Right, So if you're sure that bitcoin will go up, this is like a way
to get an eleven percent return on your money. But if you're sure that bitcoin will have big coin and like, you know, a thousand percent, So why would you rather? I continue to ask you, why do people buy buf fordts? Right? I mean, like it's such a good pitch. When I was doing this, they didn't exist in ETF form. They existed in structured notes at banks, right, Like this is
this is like a classic structured note product. Right. This is like your wealth manager goes to a rich conservative person who's like, oh, I like this stock, and you're like, well, I can give you that stock, but no downside, right, Like to be clear, like you're always trading up upside, right, Like the trade is that the advisor goes and buys treasuries for you know, ninety six percent of the investment, right, and like that provides the downside protection because at ninety
six dollars, treasury bill mature is at one hundred and a year, right, And then he takes the other four dollars and buys a call spread that gives you some of the upside on the on the asset. Right, So this is a medium to high interest rates product. Is like, if interest rates are really low, you have to spend like ninety nine dollars on the treasuries to mature at one hundred and so you have like only a dollar
to spend on a call spread. But if inter it's really high, I can spend like ten dollars on a call spread and then you have then you're in business.
Yeah, so Storty I actually started reporting like in autumn of last year rate before the Fed started cutting rates, was what happens to these one hundred percent downside ETFs once rates start going lower, and it seems like a couple of aer caps. Yeah, well that's the thing. Well, no, some issuers, there's a choice you have to make to yeah, do you keep the one hundred percent downside protection or
do you lower the cap? And some issuers were thinking about, you know, maybe it's not one hundred percent protection, it's eighty five percent, So there's a choice that has to be made. But then interest rates went up like a hundred basis points, so it's less relevant right now. But it will become relevant at some point.
My crude assumption is that you can get a buffer ETF that has a one hundred floor so you always get your money back, and it has a cap of like crudely twice the treasury billt rate, right, because like you know, like your option is like put one hundred dollars in today and get back the treasury rate, or put one hundred dollars in today and get back you know, with equal probability between zero and twice the treasure right.
So it's like that's sort of like the right expected value. Yeah, it's not exactly right, but it's like it's like kind of close. And so like you see caps that are around like one ten with like a four and change treasure bill. Right. The other thing I'll say is that the bitcoin buffer ATF that we're talking about from Calamus, they actually have three options. One is like one hundred by like one eleven or whatever, and then the others are like a ninety by one thirty and a eighty by one fifty.
So like those haven't launch it though, right.
Yeah, but they're like they're talking about them like by eighty one fifty. I mean, like if bitcoin goes down by more than twenty percent, you only go down by twenty percent, right, Yeah, Like if bitcoin this is half its value, you only lose twenty percent of your investment. But then if Bitcoin goes up, you get up to fifty percent returns on your investment. So it's like a much wider collar, which is maybe more appealing. Still, it's like a weird trade.
That it is. Before we talk about trump Coin, which is coming. One more point that I just remembered on buffer ETFs broadly, I remember talking to Alliance about this and basically asking the same question that we are, who and why would you buy this? And the point that they made, which I found somewhat compelling, was this is a better version of bonds. Like, if you're putting together a portfolio, don't take from your equity bucket to put
into these buffer products. Takes from your fixed income allocation. This is a better version of bonds because bonds have been an unreliable hedge since the pandemic anyway, this makes more sense as a fix income alternative. That was their pitch, which you know, if you're getting one hundred percent downside protection, but you know twice what Treasury builds are yielding. That makes a little bit more sense.
Yeah, And like just in generally you have some exciting sounding things stant on some bond like product, right, Like you have like ooh, it's bitcoin but in bond form, right,
Like that's appealing, right. Yeah. I've written a lot about micro strategies convertibles, right, which are bitcoin and bond form, right, And the appeal of that is a lot of that is the conrod of arbitreagures, but a lot of it is actually to like just boring fundamental institutional investors who are like I'll take some bitcoin upside and some you know, one hundred percent downside protection.
So yeah, I feel like there's still work to be done though when it comes to the pitch for a buffered trump coin.
ETF, Yeah, God, that's going to happen, isn't it. Yeah, Like someone announced the filing for a trump coin ETF, not a buffered one, just like trump coin in a stock wrapper.
Yeah, because like vanilla.
Yeah. No, it's interesting because like you think about like what's like the trump coin audience, right, Like a lot of it is like Trump has a huge like crypt native following who are like going on Solana and buying trump coin, but he also has like a you know, yeah, less tech native following who would love to buy trump coin but aren't going to like mess around with the blockchain, and so selling them trump coin and ETF form is like, you know, has an obvious appeal.
We had Kathy Wood of Arc Investment on et F i Q the television show this week, and of course we asked her about trump coin and she stays away from meme coins. She likes the Big Three, as she called it, and she said something to the effect of the I'm not sure what the utility of trump coin what it is, and it seems like the utility is just following money to the Trump family, hopefully.
The alongest side on utility.
I don't know if this is relevant, but let's find out.
So this gets back to the SEC five years ago. If you talk to cryptop people, there's a lot of talk about like we're building the future of the Internet. We're building like these useful tools that will affect people's lives, new ways of gaming and new ways to store files and decentralize everything, right, And you don't hear that anymore,
and now you hear fart coin and dogecoin and trump coin, right. Why. Well, one very obvious possibility is that, like all of those promises of utility, many of them were kind of vaporware and they didn't work out, and people like, yeah, it's fun gambling, right. Another possibility is that like the people who were either building or hyping new technologies in crypto saw a new shiny object in AI, and now we're
all building and hyping large language models. But I think a really important explanation for all of this is that the SEC had a huge crackdown on crypto, and it was specifically addressed to like people who are building stuff. If you were offering an investment in some project that you thought would like build utility for the world, the SEC said, well, that was a securities offering and you couldn't do it. And if you've got to list it on an exchange, the exchange you're get in trouble. The
crypto exchange would get in trouble. And so there was a SEC crackdown on crypto generally, but specifically on like useful crypto, whereas meme coins everyone agrees basically are not securities because they don't promise anything. They're just like, yeah, it's a meme has no utility. As long as you don't have utility, you can sell it to your heart's content. It's like a collectible. It's not an investment. And so
the SEA he can't regulate it. I feel like if the SEC went back, it would find that to be like a bad strategic decision because like it didn't stop crypto, it just made crypto more useless. Yeah, So one question is like, with a much more accommodating SEC, will crypto become more useful? Or is the meme coin gambling stuff too good and that's all anyone wants anymore and it'll just be a lot of no utility mome coins.
Yeah, and we'll find out what we want.
Two sigmas. This was also, you know, in the rush to the finish for the SEC under the Biden administration.
They got against two sigma.
Tell me about it, so two.
Sigma and adds in like twenty twenty three that it has found someone messing with its models. One of its employees was messing with its models in a way that caused some funds to make an extra four hundred fifty million dollars and other funds to lose one hundred and seventy million dollars, and when the stories came out, it was like he was messing with the models to try to improve his bonus, which is like the only reason
anyone does anything right. And it's like a little bit of a funny story, because he succeeded in the aggregate, yeah, in improving the performance of two Sigmas funds, right, Like he made more money on the good funds than he lost on the bad funds. And like you could imagine, ex anty, if you knew that that was going to happen, he'd be like, heyeah, we'll just like take one hundred and seventy million dollars from the funds that win, give
it to the funds that lose. Then they haven't lost, they're fine, and the funds that win have an extra, like, you know, two hundred and eighty million dollars. Like, great work, here's your big bonus.
This seems like a happy story.
Right, But neither two Segments or the SEC saw it that way. The guy was fired and two ended up paying like ninety million dollars in penalties to the SEC, and so like, yeah, so he improved the overall performance of the funds and instead of a round of applause. He got fired and two seven got fined, and it's a little unclear why. Yeah, I mean, like part of it is like he did it without authorization, right, and you're supposed to run your hedge fund in a properly
supervised way. So one reason they got in trouble was for like failure to supervise. He's basically like, there is a long list of parameters that you're not supposed to change without running it through a review process, and he would just change them without running it through that process. Like he just, yeah, went into the computer and changed the parameters. He was not supposed to do that, but he did it anyway, And so that's like a failure
to supervise thing. But the other thing that probably happened is that probably, like you know, a quantitative hedge fund is basically aiming for high risk adjusted returns, aiming for some level of risk and the highest possible returns within that level of risk. And it seems like what happened is that he changed these parameters to dial up the
risk that the fund was taking on his strategies. That he built a bunch of strategies for the fund for the funds for two Sigma and too Sigma's overall model was like, we're gonna put this much risk into these strategies in order to achieve good risk adjusted returns, and he kind of turned the dial to put more risk into those strategies, which did, in fact, over the time period mostly lead to higher returns, which was good for his bonus, but which was not what TWU sigma was
looking for. And like, you know, if you ran the simulation one hundred times, it might not have made as much money. And they're they're aiming for sort of long term risk management framework, but like it happened to make more money in the time that he did.
Yeah, so that one funds overperformed, but one of the funds underperformed, correct, So investors did lose money for sure, some investors.
Right, But like again, like the overperforming fund overperformed by more than the underperforming fund underperformed, so like you know, you could you could reallocate that to make everyone happy or theory you can't really because like there's they have specific mandates, right, and if they're not following their mandates, then like that's bad.
Does the fact that one fund overperformed lessen the blow to two sigma at all, Like this ninety million dollar penalty, would it have been one hundred and eighty dollars if everyone lost money?
I think, I mean, who knows, But like I think that there's always a range of rogue trader behavior, right, Like this guy was not quite a rogue trader.
Are you supposed to ask for forgiveness later?
Right? Like you know, it's an interesting question of like what would happen if he had just made money? Yeah, everything had gone better. I think that a lot of these quant funds are like really quite rigorous about risk management, and like if they caught him just making nine hundred million dollars for clients, they might have fired him. They might have been like, Nope, you messed with our risk management, like that is really important, and you're fired even though
you only made nine hundred million dollars. Who they might not have I don't know. And like I think, like two segments interesting because it's like truly like a quand fund, right, Like I think a lot of like less rigorous banks like kind of famously like don't fire rogue traders who make money. This is like changing a little bit, But that's the stereotype but yeah, I think, you know, if he had only lost money, then it looks like malice or incompetence or it just like it looks really bad.
If he makes money, then it's like he was genuinely trying to make money for the firm, unless for his bonus that's a little bit less a little bit less bad conduct.
Well, maybe he got hired by a bank, you know, maybe has an illustrious new chapter.
Yeah, I mean, like, you know, like he could start his own fun being like we're like two Sigma, we take more risks.
Yeah, two Sigma full octane. We do have a listener question on this.
Oh yeah, listen asked like why is this an SEC case? Yeah, you know, it's a good question. Like the answer is, like, if you read it, it's like they violated the anti fraud provisions of the Investment Advisors Act, and so why Like it's not like two Sigma was doing a fraud on its investors in any obvious way, right, Like they
weren't lying to them. But I don't actually know what their market material said, but they probably didn't describe in detail, like the information security around the parameters for the you know, like they probably didn't lee to investors at all. But the SEC is like, Ah, you did this thing that like just seems kind of bad, and so it's probably operated as a fraud on your investors. And you know in this environment you said all that case. Is that a case that the next SEC brings I don't know.
I will say there is one other reason that the Two Segment got in trouble with the SEC, which is that they have NDAs. And I've written this like, it is sort of illegal for financial firms to have NDAs. If you have an NDA that says you won't tell anyone about the secret stuff you learned at this firm, the SEC says, well, but what about whistleblawers. What if a whistleblower wanted to come to the SEC and tell us that you were doing securities at violations, CDA would
prevent them from doing that. That's a violation of our whistleblower protection role. And so the SEC goes after all these firms for having NDAs that don't specifically say but you can tell the SEC. And in fact Two Sigma had NDAs that did say you can go tell the SEC. But the SEC said, well, but they didn't say that you were they said, you know, you had to represent that you hadn't already disclosed any confidential information, and that part didn't say you can have already told the SEC.
And so the SEC find two sigma for having this NDA. That sort of said you can tell the SEC, but didn't say it in the right way. That was the last one. Never see that case.
That's it.
I enjoy it.
That's not legal advice, but you'll never see that one again.
Man Paul Atkins over to you? Is he confirmed to Paul Atkins potentially over to you soon?
And that was the Money Stuff Podcast.
I'm Matt Livian and I'm Katie Greifeld.
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