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Authorized Participant

An authorized participant is a large financial firm with a contract letting it create and redeem exchange-traded fund shares directly with the fund, in big blocks. Ordinary investors never deal with one, and the trading they do is the reason an ETF's share price stays close to the value of what the fund holds.

Last reviewed by Steven Fox, CFP®, EA on

Quick Summary

  • The term is defined by regulation. SEC Rule 6c-11 makes an authorized participant a member or participant of a registered clearing agency that has a written agreement with the ETF or one of its service providers allowing it to place orders for the purchase and redemption of creation units.
  • Only authorized participants transact directly with the fund, and only in large blocks called creation units. Everyone else buys and sells existing shares on the exchange.
  • They are typically large broker-dealers, and they may act for themselves or as agent for market makers, proprietary trading firms, hedge funds and other institutions.
  • Their profit motive is the mechanism. When the share price drifts from the value of the holdings, an authorized participant can buy the cheap side and sell the expensive one, and that trading pushes the two back together.
  • The mechanism is not a guarantee. The SEC records that during periods of market stress the arbitrage can work less effectively and gaps can widen for short periods.

Definition

An authorized participant is a financial institution that has signed an agreement with an exchange-traded fund allowing it to buy and redeem the fund's shares directly, in large blocks, rather than on the exchange. Rule 6c-11 under the Investment Company Act defines the term as a member or participant of a clearing agency registered with the SEC that has a written agreement with the exchange-traded fund or one of its service providers "that allows the authorized participant to place orders for the purchase and redemption of creation units". The fund must keep those written agreements on file, along with a record of every basket exchanged, for at least five years.

An investor buying an ETF never meets one. The SEC puts the division plainly: unlike a mutual fund, an ETF does not sell or redeem individual shares, so retail investors buy and sell existing shares in market transactions while "only Authorized Participants are permitted to purchase and redeem shares directly from the ETF". Understanding what these firms do is still worth a few minutes, because their trading is the reason the price on the screen means anything.

Advanced Explanation

The mechanics are a swap, not a purchase. To create shares, an authorized participant deposits with the fund a basket of securities and other assets that the fund identifies that day, together with a cash balancing amount, and receives a block of new shares in return. To redeem, it hands back a block of shares and receives a basket. It can then hold those shares or sell them into the market, and the fund may charge a transaction fee on the exchange to defray the processing and brokerage costs and prevent dilution of existing shareholders. What the block contains, how big it is, and how the cash balancing amount is computed belong with the creation unit itself.

Who these firms are matters less than what motivates them. The SEC describes authorized participants as typically large broker-dealers, acting as principal for their own account or as agent for others, including market makers, proprietary trading firms, hedge funds and institutional investors, and taking a fee for processing creation units on their behalf. Nobody appoints them to keep prices fair. They do it because a gap between the share price and the value of the holdings is money on the table.

The arbitrage is worth following once, slowly, because everything else depends on it. Suppose ETF shares are trading below the fund's net asset value per share. An authorized participant can buy shares in the market, accumulate enough to make a redeemable block, and hand them back to the fund in exchange for the more valuable basket of assets. Its buying pushes the share price up; its subsequent selling of the basket pushes the basket's prices down; the two move toward each other. When shares trade above net asset value, the transactions reverse: the participant assembles the basket, deposits it for new shares, and sells the shares into the demand that created the premium. The SEC's summary is that this activity "provides a means to maintain a close tie between market price and NAV per share of the ETF, thereby helping to ensure ETF investors are treated equitably when buying and selling fund shares".

The arbitrage does not require the creation and redemption process at all, which is why it works even on quiet days. A trader who thinks an ETF is expensive relative to what it holds can simply sell the ETF short and buy the underlying assets, wait for the prices to converge, and close both positions. The SEC describes that route alongside the primary-market one, and notes that most ETF trading activity happens on the secondary market rather than through creations and redemptions.

The mechanism has limits, and the SEC states them rather than glossing them. The SEC's own view is that deviations between an ETF's market price and net asset value per share have generally been relatively small, but it also recognizes that "under certain circumstances, including during periods of market stress, the arbitrage mechanism may work less effectively", because in extreme volatility it becomes difficult for participants to price an ETF's holdings confidently or hedge their positions. Investors who trade in those moments can be the ones who pay for it.

The clearest way to see what authorized participants do is to look at products that have no equivalent. A closed-end fund has a fixed share count and no mechanism for creating or redeeming shares, so nothing forces its price toward the value of its holdings, and discounts routinely persist for years. An exchange-traded note holds no portfolio at all, and the issuer decides at its own discretion whether to create more notes, so a suspension of issuance can push a note far above the value it tracks. In both cases the missing piece is the same one.

How to Remember

Wholesale versus retail. Authorized participants deal with the fund in truckloads; everyone else buys single shares from other investors. The price those two markets agree on is what keeps an ETF honest.

Used in a Sentence

“When the ETF's shares slipped below the value of its holdings, an authorized participant bought enough of them to redeem a block directly with the fund.”

How It Works

The fund publishes the basket it will accept or deliver that day. An authorized participant assembles the basket and deposits it, plus any cash balancing amount, and receives a block of newly issued shares, or does the reverse to redeem. Those transactions happen at net asset value. Everything a retail investor does happens on the exchange, at market prices, with other investors.

A hypothetical of the arbitrage, using round numbers. Assume an ETF's net asset value per share is $100.00 and its shares are trading at $99.80, a discount of 0.20 percent ($0.20 divided by $100.00). An authorized participant buys 50,000 shares in the market for $4,990,000 (50,000 multiplied by $99.80) and redeems that block with the fund, receiving a basket of the fund's holdings worth $5,000,000 (50,000 multiplied by $100.00). The gross difference is $10,000.

That $10,000 is a gross figure, and the real trade is thinner than it looks. The participant has to sell the basket, paying spreads and commissions to do it, the fund may charge a transaction fee on the redemption, and the position is usually hedged in between. The economics are what set the size of gap worth closing: on a widely traded ETF a fraction of a cent is enough to attract this activity, while on a thin fund holding hard-to-trade assets the gap has to get wider before anyone bothers. That, rather than any rule about price accuracy, is why some ETFs track their holdings more tightly than others.

Pros and Cons

Pros

  • The arbitrage keeps an ETF's market price close to the value of its holdings, which is what lets an ordinary investor buy at a fair price without checking anything.
  • The creation and redemption process is what makes in-kind transfers possible, and those are the source of the ETF wrapper's tax efficiency in a taxable account.
  • The relationship is contractual and documented: the fund must keep the written agreements and a record of every basket exchanged for at least five years.
  • Multiple authorized participants can serve one fund, so no single firm has to be willing to trade for the mechanism to work.

Cons

  • No authorized participant is obliged to do any of this. They act when it is profitable, and the SEC notes the mechanism can work less effectively in periods of market stress, which is exactly when an investor may be selling.
  • The people who transact directly with the fund are in a different position from those who can only trade on the exchange, and the SEC acknowledges that difference.
  • A fund holding illiquid or hard-to-price assets is harder to arbitrage, so its price can wander further from the value of its holdings.
  • The whole mechanism is invisible from a brokerage account, so an investor cannot tell from the screen whether it is functioning normally.

People Also Asked

Answers to the most frequently asked questions.

What is an authorized participant?
It is a financial firm, typically a large broker-dealer, that has a written agreement with an exchange-traded fund allowing it to buy and redeem the fund's shares directly in large blocks. SEC Rule 6c-11 defines the term as a member or participant of a registered clearing agency with such an agreement. Ordinary investors buy and sell existing shares on the exchange instead.
Why does an ETF's price stay close to its net asset value?
Because authorized participants can profit from any meaningful gap. If shares trade below the value of the holdings, one can buy shares and redeem them with the fund for the more valuable basket of assets; if shares trade above, the transactions reverse. That buying and selling pushes the two prices together, and the SEC relies on this mechanism in permitting ETFs to operate as they do.
Can I become an authorized participant?
No, not as an individual. The role requires membership or participation in a clearing agency registered with the SEC and a written agreement with the fund, and transactions happen only in large blocks. That is why the SEC describes these firms as typically large broker-dealers, and why retail investors transact on the exchange rather than with the fund.
What happens if authorized participants stop trading a fund?
The link between the share price and the value of the holdings weakens, and the price can drift further from that value. The SEC recognizes that during periods of market stress the arbitrage mechanism may work less effectively, in part because it becomes hard to price holdings confidently or hedge positions. Investors trading at those moments may pay or receive a price that is not close to the value behind it.
Do closed-end funds have authorized participants?
No, and that absence is the reason their prices behave so differently. A closed-end fund issues a fixed number of shares once and then neither creates nor redeems them, so nothing pulls the market price toward the value of its holdings, and discounts can persist for years. The arbitrage that keeps an ETF close to its net asset value has no equivalent there.

Sources

AdviceOnly maintains high editorial standards to improve the quality and accuracy of our educational content. Content is written with the assistance of artificial intelligence tools following a rigorous quality assurance process, and periodically reviewed by credentialed and experienced human financial advisors. References used include government data, academic papers, interviews with industry experts, and reputable primary sources. You can learn more about our efforts to produce accurate content in our editorial policy.

  1. Code of Federal Regulations. "17 CFR § 270.6c-11 — Exchange-traded funds."
  2. U.S. Securities and Exchange Commission. "Exchange-Traded Funds," Release Nos. 33-10695; IC-33646 (Sept. 25, 2019).
  3. U.S. Securities and Exchange Commission, Office of Investor Education and Advocacy. "Investor Bulletin: Exchange-Traded Funds (ETFs)" (August 2012).
  4. U.S. Securities and Exchange Commission (Investor.gov). "Exchange-Traded Fund (ETF)."

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