I was telling my wife, you know, I think I'll be able to do bedtime tonight, maybe, maybe even dinner. And she was like, whoa, whoa, whoa. Don't get ahead of yourself.
How complicated could it be? It's index funds and active funds and money market and brokerage and advisory and...
But really, it's mostly index funds.
Vanguard, who got the truth? Is it you? Is it you? Is it you who got the truth now? Is it you? Is it you? Is it you? Sit me down. Say it straight. Another story on the way.
Welcome to the spring 2026 season of Acquired, the podcast about great companies and the stories and playbooks behind them. I'm Ben Gilbert.
And we are your hosts. Today's episode is more relevant for you than any other company we have ever covered. For most of you, you have most of your net worth tied up in this company or the copycats who followed. The company is Vanguard, who effectively created the first index fund for individual investors in 1975 and today is the largest provider of index funds in the United States. They manage over $10 trillion in passive index funds. That means they own an average of almost 10% of every company in the S&P 500. General Motors, Nike, Starbucks, Lockheed Martin, Visa, Apple, you name it. Vanguard is the largest shareholder of most US corporations. And together with the other big index funds like BlackRock, State Street, and Fidelity, they own 24% of the entire US stock market. It's absolutely incredible. And none of those other firms would be in this market or doing it in the same way if it weren't for Vanguard.
No. I mean, the impact is just wild. I mean, millions and millions and millions of people have sent their kids to college, bought homes, retired comfortably because of Vanguard and Jack Bogle.
So, Vanguard has an incredibly unique corporate structure. If you are an investor in a Vanguard fund, you own a piece of the firm. Vanguard is owned exclusively by its customers and it's not publicly traded. It doesn't have outside shareholders of any other kind. Even the CEO doesn't have any equity except of course than what he has from investing in the funds just like me and David and all of you. In many ways, it is a different kind of capitalism. Dare we say communist capitalism.
Ooh, I like it. A company whose products exclusively serve the interests of its customers and no other shareholders. And David, as you've been alluding to, the man behind this idea is a visionary, an iconoclast, and a pedantic stick in the mud who was as disagreeable as he was right. Jack Bogle.
Oh, that's great. I couldn't have written it better myself, Ben.
And his story is wild since he didn't start Vanguard until he was 46 years old. And you might think it was started idealistically given this structure we're talking about. And it was sort of. But the story is equal parts idealistic as it is vindictive. But what is clear, we all owe Jack a giant thank you. Because of Vanguard's relentless cost cutting and low fees, Vanguard has saved investors over $500 billion in fees and trading costs since its founding in 1975. And as a recent book, The Bogle Effect argues, Vanguard's actions also forced the hand of the rest of the industry to cut their fees, totaling another $500 billion over time. So Jack Bogle and Vanguard are responsible for a trillion dollars of wealth transfer out of the pockets of Wall Street and the finance industry and into the pockets of individual investors in the form of fees that they didn't have to pay.
Absolutely incredible. I was catching up with good friend of the show Morgan Housel a couple days ago.
And his comment to me was, 'I view Bogle as an undercover philanthropist and at a trillion or even half a trillion dollars, that would make him the greatest philanthropist of all time.'
Wow. Wow. I love that framing. Yeah. I mean, a large portion of that trillion dollars could easily have flowed into Jack's own wealth and he made the choice that it didn't.
Yeah, maybe. Maybe. David, we'll get into it. So listeners, you can join the email list at acquired.fm/e. That's where we're going to send out our big takeaways from each episode, past episode corrections, exclusive behind-the-scenes photos that we find in our research, and it's where you'll get to vote on future episode topics. Plus, David writes a little hint each time about next episode's topics. So come play the guessing game with us at acquired.fm/e. Come talk about this episode with the whole community in the Slack after you listen. That's acquired.fm/slack. And before we dive in, we want to thank our presenting partner JP Morgan.
Yes. And just like how we say every company has a story, every company's story is powered by payments. And JP Morgan is a part of so many of their journeys from seed to IPO and beyond.
So with that, this show is not investment advice. David and I may and definitely do this time have investments in the companies that we discuss. And this show is for informational and entertainment purposes only. David, where do we begin?
Ooh. All right. Well, we start in May of 1929 on the eve of the great Wall Street crash of October 1929 that would throw America and the world into the Great Depression, wipe out millions of family savings, ruin countless lives, forever scar an entire generation. We don't often talk about the Great Depression on Acquired. It was truly horrible. I mean, the financial crisis was quaint compared to this. 9,000 banks failed after the Wall Street crash of 1929. 9 million individual family savings accounts were wiped out. Almost 100,000 businesses failed. Unemployment reached 25%. And it truly did scar an entire generation. I mean, I remember my grandparents still like into the 1990s doing absolutely insane things because of their experience during the depression. My dad's mom never threw out a plastic bag in her entire life. When she died and we cleaned out her condo, it was like full of tens of thousands of plastic bags.
My grandpa was magazines and Tums containers. We found just overflowing amounts in his basement. But the crazy thing about this, David, is back then only 1 to 2% of Americans owned stocks. So all of these things were second-order effects from the crash, from the banks being deeply intertwined, a lot of leverage on all these equities. It wasn't like, oh, I own a bunch of stocks and those stocks crashed, so my life is over. It is the giant interrelated ripples and no safeguards in the economy at that time.
Yep. Exactly. It was the bank failures. It was the businesses going under. It was unemployment. It was everything. But on the eve of this great financial calamity, our hero and a financial hero to many is born. John Clifton Jack Bogle. And he's born here in May of 1929 as one of two twin boys along with his twin David. And together with their older brother Bud, they form the Bogle Boys, as they would be known throughout the rest of their youth and indeed the rest of their lives. Now, Jack and David here at the time of their birth are born into a prominent New Jersey family. Their great-grandfather had founded a mutual fire insurance company. Nice foreshadowing there. Founding a mutually owned company as Vanguard would go on to be. And their grandfather had then founded a company which would go on to become part of the American Can Company which manufactured tin cans and was one of the largest companies in America for a long time. So it's like a prosperous, well-to-do, well-respected family that they are born into. But during their early childhood here in the depression, the family loses everything. Their dad becomes an alcoholic, divorces their mom, abandons the family, runs off, basically ends up dying alone on a street corner years later. Their mother, as you can imagine, is equally scarred from all this. Suffers from severe depression, mental health issues, isn't able to provide for the boys. And so the Bogle boys basically from the time they're kids, like before they're teenagers, they're kind of left to fend for themselves in the world. So all three of them work several concurrent jobs while they're growing up and going through school. I mean, we're talking like paper routes, food service jobs, restaurants, manual labor, like anything that they can do to support themselves and their mom. Jack would talk about how the best job that he ever had as a kid was a 3:00 a.m. paper route that he had because the world was quiet and peaceful in the middle of the night and he could escape the chaos and strife all around him. As he liked to say, it was a contrast to the rest of my life growing up. And you got all this from talking with Jack's kids, right?
Yeah. Yeah. I spoke to several members of the Bogle family for research. And I mean, the story is just incredible.
Yeah. That's interesting because kind of through his last name and his great-grandfather and his grandfather, they had this sort of family network where they were in high society and he knew other well-to-do kids, but personally their family's wealth and relationships were kind of in shambles.
They're both insiders and outsiders at the same time.
So, as the boys get older and they enter high school, again, the family no longer has any money, but they do still have these connections and relatives and friends who have resources. And so, they managed to get all of the boys scholarships to go to Blair Academy, one of the sort of prestigious East Coast boarding schools for their junior and senior years of high school. And Jack especially just like flourishes at Blair. He becomes a fantastic student. He graduates cum laude. He gets voted both best student and most likely to succeed by his classmates at graduation. Obviously, he's going places.
Now, there's just one problem, though. As Jack and David are approaching graduation, the boys in the family still have no money even though they've gone to this, you know, prestigious boarding school that they're going to graduate from. And they all need to keep working both to support themselves and you know their mother who's still alive. So the three of them get together and decide that hey because of our situation only one of us should actually go to college and the other two need to keep working and providing for the family. And because Jack has been so successful at Blair and is such a good student, he gets chosen as the one of the brothers that's going to get to go to college. And Jack would say that like the weight of that decision just rested on him for the whole rest of his life. Like he alone was given this chance to do something bigger. And he felt like a tremendous obligation to make good to his family on this opportunity. And the other two never go to college. I mean, all three of them remain close, but David and Bud never go to college. And it's funny, listeners, David, you're referencing the things that Jack would say. It is incredibly easy to find Jack's words everywhere. There is no shortage of commentary that Jack would give on his own life, on his philosophies. The man gave thousands of speeches. He wrote memoirs. He wrote 12 books, investment advice, reflections back on Vanguard. He would go on TV and talk to journalists and speaking classes anytime anyone would have him. So there is no gaps in the historical record of Jack's life.
Of Jack's memory. Yeah. Jack loved nothing more than to give a speech.
So after graduation from Blair, Jack goes on to college at Princeton once again on a work scholarship. He's working in like the dining halls. He ends up working in the ticketing office for athletic events and football games. And while he's at Princeton, he becomes fascinated with economics after he takes an intro economics course which he gets a D+ on the midterm. An inauspicious beginning to his finance career.
Yeah. But he loves it. He works hard. He finishes with a C minus in the class. Incredible for like, you know, the guy who would go on to revolutionize all of finance.
Yep. So the next year during Jack's junior year at Princeton, he's decided that he's going to major in economics or concentrate in Princeton's, you know, fancy terms. We don't have majors, we have concentrations.
Just every every day I learned one more quirky little Princeton thing.
I know. I know. I'm sorry. I'm sorry. I of course went to Princeton, so went through all this. And specifically I also went through the rite of passage that Jack has to go through which is he needs to write a senior thesis. So one of the hallmarks of Princeton is that every single undergraduate must write a senior thesis which must be a unique piece of scholarly research in order to graduate. It's like a mini version, a very very mini version of what you would do as a PhD. Mine of course was on the marketing history of champagne being a French literature major.
Which is so funny for Acquired like it's actually very useful for us in the LVMH episode.
Incredibly useful. There you go. David Rosenthal, Jack Bogle, you know the connections you found.
Okay, continue the story.
Okay, so one afternoon Jack's casting about for what would become his thesis topic. He's in Firestone, the main library on campus, and he's reading the current issue of Fortune magazine, where he comes across an article deep in the back of the magazine on page 116 entitled Big Money in Boston. And it's about the growth of a relatively new industry of open-ended public funds, what today we would call mutual funds. That term wasn't even in use yet. And the article centers on this new firm that's leading this innovation, this new sector on Wall Street, even though they're based in Boston, the Massachusetts Investors Trust Company, known and marketed as MIT. No actual connection to, you know, the real MIT, Massachusetts Institute of Technology, but this gives you a sense of the marketing to the public of these open-ended public funds.
We'll see it over and over again on this episode. Appropriating prestige is a signature of the mutual fund industry for really the finance industry.
A hallmark of this industry. Absolutely.
The interesting thing about this, you might say, well, what do you mean mutual funds were new at this point in time? Well, that comment that I made before the Great Depression in the 20s, only 1 or 2% of Americans own stocks. By 1949, that was still only up to 4.2% of Americans. And what they were doing is they were working with a stock broker to buy individual stocks. There really hadn't been any academic research around finance of any kind yet, let alone sort of investment and diversification and funds. So this notion of you are going to mutually pull your money with a bunch of other investors into a fund and buy a basket of stocks in that fund and hold it for an open-ended period of time. These public equities that was brand new.
Yes. And this is what Jack decides to write his thesis about this new phenomenon. Now there actually two important things to talk about here that you started to allude to Ben. One is this concept of an open-end fund versus closed-end funds. So this is the real pioneering thing that the Massachusetts fund, we're not going to call it MIT here, pioneered, which is there's no set fund size. It's elastic. So it's not like they have to write a prospectus and go out and say we are raising a $100 million fund and get everybody in it and then you know it gets to 100 million and then they close it and they manage it. Nope. Could be 1 million, could be 100 million, could be 5 trillion as we will see approaching towards the end of the...
You keep dumping more dollars in and we'll keep buying more stuff in the basket.
Yep. And that also means that investors in the fund can come and go as they please. There's no lockups. It doesn't have to be a set number. You buy into the fund, you hold it for a while, hopefully it appreciates, you can sell out of the fund. It's everything we know today about mutual funds. But until this concept of an open-ended fund was pioneered, you couldn't do this. Now you mentioned if Americans held stocks at all at this point in time they held individual stocks through brokers. These funds came to be distributed exactly the same way through stock brokers. You would call up your Merrill Lynch broker and instead of saying, 'Hey, give me five shares of General Electric,' you'd say, 'Hey, give me a couple units of the Massachusetts fund,' etc., etc.
Yep. And so the marketing, the distribution, it relies on this broker dealer network to sort of sell the funds on behalf of the fund management company itself.
Yep. And the brokers were getting paid by this.
Oh, were they ever. So they would take what's called a sales load of usually like seven and a half to eight and a half percent of every dollar that a client was putting into the fund. The fund manager would then kick back to the broker as a spiff for putting their clients in the fund.
And it's a kickback out of the money that was just invested. So if you're investing $100 into one of these funds, well actually only $91.50 are going in as the investment and the rest is going right out as this effectively distribution fee.
Yeah. To your friendly neighborhood stock broker. Now, the funny thing is if we didn't have the context that we have today, which is I invest $100 and basically $100 goes into the thing that I'm investing in, or at least that's the way it kind of feels.
Paying for distribution is a very normal thing across every business in every sector. You have to incentivize people to push your product through marketing, through advertising, through sales commissions, through hiring a giant salesforce yourself. These are often very large costs. I mean, for example, retailers often double the price of something when they sell it to the public, but the revenue here is not $100. The revenue to the fund is like $2 per year in fees. So, paying $8 to the broker dealers is a giant egregious amount to sell the product. It's like four times the amount that the fund itself actually makes, right?
Okay. So, that's number one to understand about these new open-ended mutual funds. Number two also might be crazy or not crazy depending on your perspective. These new funds like the Massachusetts fund weren't really set up for the benefit of their customer base, the fund holders. Rather, they were created and organized by the investment managers who started and ran them with the express purpose of generating profits for themselves.
Right? It's a business. And the way that that happened was the people who set up the fund created a separate company called the management company that had a contractual relationship with the fund to get paid a percentage of assets that would you know be their revenue and ultimately this is a very high margin business their profits.
This is effectively the way that all finance works today. There's a management company that performs the act of advising all of the investments in each of the individual funds that the principals own and run it like a business.
Yep. And that management company would be responsible for three things regarding the fund. One, making investment decisions, allocating the capital. Two, controlling marketing and distribution, which as we talked about mostly was just turning around to whatever their favorite network of stock brokers was and kicking it over to them for additional fees. And three, managing the like back office and administration of the funds. So like the register of the fund holders, the investments, the allocations of shares, tax, etc., etc. Legal compliance, bookkeeping, making sure to communicate the prices of the assets with the newspapers so they can print it, all the administrative stuff.
Yep. And the way that the Massachusetts fund worked is the management company just got paid a fixed percentage of the assets under management that year for the fund. So you can see the immediate conflicts of interest all over the place here. If management of the fund gets paid solely based on the size of the assets in the fund with no penalties or rewards for actual investment performance, well, you're basically just incentivized to grow the fund as large as possible and market it as best as you can and skim a lot of fees off the top.
There's a tiny bit of performance benefit built in because if the assets under management grows organically by the investments performing well the fees grow but it's very different than the way that a lot of funds would go on to be structured later with carried interest or a promote or some sort of performance incentive.
Hurdle rate, you know, it's against a benchmark, etc., etc.
None of that. Yes, investment returns are but one sort of arrow in the quiver of management companies at this point in time to grow their profits. And these profits could be very very very large. So let's say for example you have a $100 million fund which was reasonable even in that day.
And it would have a management fee of like 1.5% of assets annually.
For a public equities fund.
Right. Right. So, as a management company group in this hypothetical $100 million fund, you'd be taking $1.5 million a year home, rain or shine in 1950. That's like $20 million adjusted for inflation today.
And sometimes up to 2 million because I'd seen the number 2% too for mutual funds in this era. And this is again listeners for mutual funds, baskets of publicly traded stocks that are just listed publicly to buy on exchanges. And these funds in exchange for picking them, putting them in a basket and administrating it are charging 2% to do that.
Yeah. And often times they're not even doing the administration. They're not doing the distribution. They're outsourcing that to, you know, stock brokers. They're outsourcing the administration, too. So all they're doing is picking stocks and getting a lot of money for it. So the things we've talked about so far are the one and a half, 2% management fee. There's the 8 and a half percent sales load. So that bumps you down from whatever your current principal is to even the on day one when you enter the fund, you know, being down 8 and a half percent. So you have that sort of to overcome. And then there's a third thing too which is transaction fees at this point in time are very very high. If the fund needs to go and trade stocks to add things to the fund or take things out of the fund, there were very very large transaction fees relative to today to make those trades.
So yeah, back to Jack in Firestone Library here reading Fortune magazine. Big money in Boston indeed. And you can imagine how this might be attractive to young Jack who comes from this destitute family. He needs to earn money to support his family. This sounds like a great new industry to get involved in. So in the spring of 1951, Jack turns in his senior thesis to the economics department entitled The Economic Role of the Investment Company. He gets an A on the thesis and graduates magna cum laude from the economics department.
And David, what was the thrust of the piece? I mean, he wrote it like on this concept of big money in Boston, but what was his takeaway?
Well, it's interesting. The thrust of the piece is that this is going to be a big important industry within finance.
But Jack does also have some idealism in here as a young whippersnapper. And you know, he recognizes everything that we were just talking about, which is that the fees charged to fund clients are going to be a big drag on performance for these funds. And he doesn't go all the way to say hey maybe we should eliminate them. But he does say that probably the best way to maximize returns to fund holders is to try and minimize the fees. And he does even in the thesis go one step further and say well it's sort of a total logical conclusion that the aggregate average of all these funds are going to perform in lock step with the market. So if you really want to try and beat the market, then reducing fees is the way to do it.
Because all of these investors who are trading against each other collectively are the market. If you take all the winners and all the losers and sum them up and don't take out any fees, you come up with zero. Every positive winner on the side of a trade has a loser on the other side of the trade. And so in aggregate, all investors together are the market. Now that is true in theory and in practice today that is absolutely true. Back in 1951, Jack was a little ahead of his time because professional fund managers were a small small minority of the market back then. There were a lot of other players, mostly unsophisticated players, mostly retail traders. And so it really is not inconceivable that the pitch as a professional fund manager that's going to dedicate their life and all their working days to researching and picking stocks and betting against the market probably does have a good chance of beating the market back in these days.
Yep. The pitch of I can outperform all this dumb money in the market probably right and probably justifies significant fees.
Yep. Yep. Now, as graduation approaches, Jack has a goal. He wants to go to work in this, you know, new fund management industry. And he manages to get his A-grade senior thesis in front of another prestigious Princeton alum in Philadelphia named Walter Morgan, who had founded and was running another early open-ended public investment company in Philadelphia called Wellington Management. Walter Morgan hires Jack as his assistant right out of school. Really takes a shine to him. Jack becomes sort of like a surrogate son to him. You know, Jack didn't really have a dad and Walter didn't have kids. They become really, really close. Now, Wellington and its Wellington fund was a super conservative and very highly regarded early mutual fund that pioneered the style that came to be known as balanced investing i.e. a balance between stocks and bonds all within a single fund. So the sort of marketing slogan that Walter Morgan had used for the firm and the fund was quote a complete investment program in one security. You can see how this would be attractive.
And the Wellington fund by this point here when Jack joins out of school has attracted $150 million in assets. So they are smaller than the Massachusetts fund which was the largest fund in the world at that point in time with just under 500 million in assets. But Wellington is still like among the top 10 funds in the industry and super well respected.
So again we talked about the economics for the management company. Like I think Morgan and everybody at Wellington and Jack absolutely did have their customers and the fund holders in mind and wanted to do a great job for them, but they are making a lot of money.
It's market. It's industry standard.
Yeah. Based on the fees and that fund size, call it like $2 to $3 million a year flowing into a reasonably low headcount, high margin business here in, you know, 1951.
Everybody's doing great. So Jack takes to Wellington and to Mr. Morgan like a pig in mud. He loves it. He rises through the ranks from Morgan's assistant to basically doing like every job in the company. And after a pretty short number of years, he emerges as the clear heir apparent to take over Wellington when Morgan retires. Morgan was 30 years older than Jack. And then ultimately in 1965, Morgan retires, steps back, and names Jack president of the firm at 35 years old. He's made it.
Here's Jack. He's come up in the world. He's gone from family ruin, essentially an orphan, to president of a highly profitable and respected enterprise at age 35. He's got it made. And importantly a successful and pretty conservative mutual fund organization here with Wellington at this point in time.
Yep. Yep. Absolutely. But unfortunately that conservative mindset and pedigree was exactly the wrong thing for this moment here in the mid 1960s for Wellington and its young hotshot new president because Wall Street and the investing world is undergoing a sea change from the hyper-conservative mode that emerged after the depression to what would come to be known as the go-go years pioneered by a small investment firm in Boston called Fidelity.
But before we tell that story, now is a great time to thank our presenting partner JP Morgan.
Yes. And today listeners, we are going to talk about something that we mentioned last season on the Trader Joe's episode, supply chain finance.
Yes. Think about when a buyer gets an invoice from their supplier. They're expected to pay quickly, but often can't or don't want to tie up that cash. Wouldn't it be great if you could have a financing partner come in and fund that gap so the supplier isn't waiting up to 30, 60, or even 90 days to get paid? Well, that's exactly what a bank can do to bridge that time gap. The buyer gets to hold on to their cash longer and suppliers get paid faster. True win-win.
Yep. And JP Morgan specifically has been doing this kind of work for decades at the world's largest companies. So supply chain finance, receivables financing, dynamic discounting, all of this is built on top of the trillions in daily payment processing moving through the system. But the tooling and the teams around it have historically been fragmented. You've got treasury teams trying to maximize liquidity. You've got procurement wanting everything in one place and it's stuck integrating all of it. Not to mention the different portals, static reports, and all the manual setup. So this is where JP Morgan Payment's working capital accelerator platform comes in. You've got one login and one unified view across payables and receivables financing near real-time data and it plugs into the ERPs that your team is already running.
And when teams can see their full working capital position in real time, working capital stops being a cash management headache and starts becoming a lever that you can pull as a business. The best businesses treat it as part of their operating system. And this is the kind of platform that makes it easy. So listeners, if you want to learn more about this new working capital accelerator platform, go to jpmorgan.com/acquired or contact your JP Morgan rep and tell them that Ben and David sent you. And if you want to join us for some live interviews, we will be on the main stage with JP Morgan at the We Are Developers World Congress in San Jose this September. Click the link in the show notes to learn more.
All right, so David, the entrance of Fidelity into our story.
Yes. And the Go-Go years, which really were this like violent reaction to all the pent-up conservatism and prudence and austerity that had dominated Wall Street and finance for America and the world through the depression and through World War II. The journalist John Brooks would write about it later in the New Yorker that the go-go era was quote a method of operating in the stock market. A method that was to be sure free, fast, and lively and certainly in some cases attended by the joy, merriment, and hubbub implied by the go-go term. The method was characterized by rapid in-and-out trading of huge blocks of stock with an eye to large profits taken very quickly. So in other words, the exact opposite of Wellington Management and Walter Morgan's approach.
Which is tough because if you grew up as a leader in that previous era and you believed in that philosophy, but this is what all of your customers, the investors want, what do you do?
Yep. And Fidelity was the one that pioneered all of this. So Fidelity goes all the way back to the early Boston mutual fund scene, kind of like same era as the Massachusetts Fund. They were always though like a kind of small bit player until the legendary Edward Johnson, known as Mr. Johnson, who had previously been Fidelity's legal counsel, takes over the firm right before the end of World War II. At the time, Fidelity is managing just $3 million. And the previous owners, who I think are, you know, retiring, they literally give Fidelity the firm, to Edward Johnson, for free.
Wow. Because they just don't think it has much value.
No, I mean, it was part of that like we're here to serve the clients, that sort of ethos. But also, it was a $3 million fund. Even with the high economics of how this fund industry works, you know, if the base that you're pulling a percentage fee off of is $3 million, right? You're just kind of limited in how much money you're going to make here.
But yeah, this is why like spoiler alert, obviously Fidelity is one of the largest fund complexes and financial companies in the world today. It's still owned by the Johnson family. It's estimated that their net worth is 40 or 50 billion thanks to this incredible...
On a basis of zero because they got it for free.
Right. Right. So when Ed Johnson takes over Fidelity, he starts trying a whole bunch of stuff to grow it. You know, he comes from the legal industry. He's not from a Wall Street background, per se. He's open to different styles. He's not sort of steeped in orthodoxy, shall we say. And in 1958, he creates a new fund within the group. I mean, this in and of itself was not unprecedented, but quite rare. Most of the time, there was just one fund within a group or a management company. So for a long time, Wellington Management Company just managed the Wellington fund and Fidelity had just had the Fidelity Fund. So Johnson creates this new fund called the Fidelity Capital Fund, which is going to be a growth fund. And he hires a young portfolio manager named Jerry Tsai to come in and run it. And Tsai basically ignores all the Wall Street conservative conventions and just starts shooting the lights out with this fund. He's taking big concentrated positions in blue chip companies, trading in and out of the stock, making quick profits. I mean, really, like we talked about earlier, he's kind of preying on the unsophisticated retail investors out there. Like he could move the market by taking a big position, pop a stock and then get out of it and book profits.
There was a lot less regulation at that time and there was a lot less sophistication in your counterparties when you were trading.
Yes. So pretty quickly Tsai and Fidelity start to become like a player, like a real player. All the CEOs of all the big companies want to get to know him because hey he has the power to you know really move their stocks. He becomes kind of like a quasi-celebrity.
And move it or not, he kind of has the power to be a giant shareholder in your company now that he's attracting all this capital because people want to get in on his funds.
Exactly. So the Fidelity Capital Fund within just a short number of years goes from, you know, basically zero like startup initiative within Fidelity itself already a small firm to a $340 million fund here by 1965 when Bogle is taking over Wellington from Mr. Morgan. So this is actually the backdrop to why Morgan decided to hand the firm to Jack here in 1965. Even though Jack is still so young, Morgan had a crisis of confidence. He's not sure that he's going to be able to operate and be successful in this new go-go era. This is uncharted territory to him. So, he actually gives a quote to Institutional Investor magazine when the handover is happening to Jack. He says, quote, 'I have been too conservative.' And when he hands the firm to Jack, his direction to Bogle is, I want you to do whatever it takes to fix this firm.
Like, we need to do something different.
So, he's got the mandate. He's got the clear path to do as he sees fit.
So, this isn't just succession. This is, hey, you should completely change our strategy to compete in this new era.
Yes. Yes. So Wellington and its kind of whole class of funds, the balanced funds that we talked about, it's stocks and bonds together, complete investment program in one security.
Before the go-go era, that balance style was 40% of the entire fund market in 1955.
That had declined by 1965 all the way down to 17% and would just keep dropping by 1975, 10 years after that, it was down to less than 1% of the entire market. They were going the way of the dodo, basically.
So, investors are looking to transition away from this blended stocks and bonds to funds that are only stocks and stocks that are trading often and trying to hit the highest number possible this year in their returns and, you know, taking some risk to do so.
Well, yeah. And specifically, I think they don't even care that much about the underlying stocks. They want trades that book quick profits. You know, they want what Fidelity and Jerry Tsai are doing. Like, I don't care if you trade in and out of the stocks. I don't care if you hold GE for a day or a week or a year. If you buy it at five and you sell it at 10, like, hell yeah. Let's go.
It's funny. I associate this with the 80s. I don't think I realize that it was also happening in the kind of 1965 to 1971 era.
Yeah. The 80s were an echo of this that happens here in the 60s.
Yep. So all this is happening right at the same time here in 1965 as Jack is taking the reins at Wellington. Jerry Tsai, the you know celebrity fund manager here at Fidelity, he starts to think, all right, you know, Mr. Johnson here, you're getting older. I think I should take over the firm.
Of course he does. Right. Like he's got the star fund, all the clients. He's the man about town, etc.
Yep. Johnson, of course, has other opinions. No, this is my firm. This is my family business, and I'm planning to give it to my son, Ned Johnson, Edward Johnson III. So, Tsai says, 'Okay, fine. Buy me out of the equity that I've accumulated here in Fidelity and the management company through my performance and I'll go start my own fund.' He does. He leaves. He starts a fund called the Manhattan Fund in an absolutely wild, you cannot make this stuff up. He would eventually take over the American Can Company, you know, that had been like co-founded by Jack's grandfather.
Yes. Tsai would become the CEO of that. He would transform that into Primerica and then sell it to Sandy Weill and Jamie Dimon and that would be part of the building block of Citigroup.
Insane. Completely insane.
I had no idea. It's funny when you were giving the history of the can company earlier, I was like, is it really relevant for listeners?
The vehicle through which Bogle's grandfather built the family business? Yeah.
And it turns out that becomes Citigroup.
Through Fidelity and Jamie Dimon and all all of this stuff. You can't make this up.
So, this is the stew that's happening as Jack is taking over. And pretty quickly, he decides that the best course of action for him as the new leader of Wellington is to take the well, if you can't beat them, join them approach. Or more specifically, have them join you. So he goes out and he starts looking for go-go style fund managers to merge with and absorb into Wellington and transform Wellington into what Fidelity has done.
And I think first he was trying to hire people like this, but he couldn't convince anyone to just join as an employee. He sort of realized, oh, I'm going to have to buy one of their firms.
Yeah. I mean, hey, if Jerry Tsai just left because he didn't get a big equity piece in Fidelity and take over the firm, like anybody else who thinks they're as good as him, you know, they're going to want an equity piece in the management company.
So, he casts about and eventually Jack finds a small new firm in Boston founded by four young partners, Thorndike, Doran, Payne, and Lewis. And the lead partner there, Nick Thorndike, had just come out of Fidelity where he had worked with Jerry Tsai and Ned Johnson.
And so they've raised a new fund called Ivest investing in the go-go style. They're young hot shots. They have $17 million under management in their new go-go fund. Wellington at this point has $2 billion under management.
Which is huge. That's giant market share even though they're investing in the old style of investments.
Yes. But back to the business model of the management companies where you're getting paid fees based on a percentage of assets under management like the revenue and fee streams flowing into Wellington even though they're declining are super high, way higher than the startup Ivest fund out of Boston. Nonetheless, Wellington and Jack feel like they're in such dire straits and need this merger, need to bring this go-go blood into the firm so much that he ends up offering 40% of the equity in the management company to the four partners coming in from Ivest. That's almost a merger of equals.
Yeah. $2 billion for Wellington, $17 million for Ivest, 60-40 split on the equity. There's a quote in the New York Times in a lead story about this merger. Some observers feel that Wellington paid too high a price for management personnel. Many persons are said to credit the Boston Group with a major coup. Mr. Bogle disagrees. With generous offers, he had been unable to hire the men he wanted. To your point, Ben. And he did not want to wait for promising men to develop their skills. This is a big deal. I mean, Wellington is still, even though its style is on the outs, one of the, you know, top 10 mutual funds in the entire industry. Institutional Investor magazine runs a cover story on the merger titled The Whiz Kids Take Over at Wellington. And they have an illustration on the cover. You can find this on the internet. We'll include it in the email with Jack as a four-armed quarterback handing off footballs to each of the four Ivest partners as you know the running backs to take them across the line score touchdowns here. What could go wrong? What could go wrong?
Yeah. Well, as you can predict, after a couple more go-go years, the bubble bursts in the 1970s. The oil crises hit, stagflation hits, the stock market declines 50%. It is not quite great depression levels, but you and I, Ben, have also never lived through anything like the 1970s in the US. It was bad. It was a lost decade. Even 2008 was not this severe. Certainly the short-lived COVID crash was not this severe. Software going out of favor in 2022 was not this severe. The dot-com bubble burst was not...
This severe. This is something that very few listeners will sort of understand the magnitude of and feel intrinsically how bad this was.
Yeah. I mean, interest rates went to 21%.
By the end of this, I mean, the world basically fell apart a couple years ago when interest rates went to what, like five, you know, can you imagine?
So, what was the good years of the go-go time? And then when did it fall apart?
Through the 60s and then probably like 1970, 1971 it starts falling apart and then once the oil crisis starts hitting in 72, 73, 74, go-go just completely falls apart. So the Ivest fund, they ported over the Ivest fund itself into Wellington. It had continued to perform during the go-go years. It gets a drawdown of 65% in one year and they ultimately shutter the fund. Like they close it down.
They closed down the Ivest fund.
They closed down the Ivest fund.
Wow.
But hadn't they already shifted the Wellington fund's style to look a lot more like Ivest? So Wellington was suffering too, right? The fund...
Wellington was suffering too. I mean, really, like Wellington is just a battered ship taking on water on all sides at this point because it had been out of favor during the go-go years because it was too conservative and too balanced.
It was underperforming the market.
Underperforming the market. Then it transformed basically into a go-go fund.
A lot more risk. Then that falls off a cliff. By 1973, the assets of the Wellington fund have fallen all the way from $2 billion at the time of the merger down to $480 million. So over three quarters of the assets in the fund and thus three quarters of the revenue to the management company, poof, up in smoke.
Now, all of that wasn't because of the assets decreasing in value. A lot of that was redemptions where investors are taking their money and going elsewhere. But it doesn't matter to the management company for them. AUM is AUM.
And this is somebody made this point to me in research. Management companies of investment firms have phenomenal operating leverage as we talked about earlier, as you are growing your funds under management. You don't have to scale your headcount or your operations or your costs in the same way. And so you can get this, you know, amazing operating leverage and profits.
Much like a software business.
Much like a software business. Unfortunately, that works in both directions. So, right, if your assets under management ever start to shrink, that goes away very quickly.
You still have almost all the exact same operational responsibility that you did when you had lots of assets when you have a smaller number of assets.
Yep. And thanks to the merger, there are now four new partners around the table with mouths to feed who own 40% of the management company. So then in the midst of all this, to complicate things even further, Jack starts to develop a crisis of conscience. As all these losses are piling up at Wellington and clients are withdrawing and they're shutting down the Ivest fund, he starts wondering, you know, first to himself and then aloud to his partners, guys, what are we doing here? Like, we're still taking fees from our fund clients. Yes, our assets under management are shrinking, so our fee stream is shrinking, but for the clients who are sticking with us, we're not lowering our costs. We're still getting paid pretty well, and we're just incinerating their capital. Something feels wrong here. I've heard this referred to as his Jerry Maguire moment in the book The Bogle Effect where, you know, that famous scene in Jerry Maguire where he loses confidence in the entire industry of being a sports agent and writes a letter and says, 'Guys, we're going to do this right. We should change everything and blow up our whole business.' And as usual, you know how that is received. Well, so Jack's Jerry Maguire moment here is he gives a speech to the whole firm where he throws out this idea that, hey, maybe we should actually mutualize the firm's funds, dissolve the management company or have the fund itself acquire the management company and eliminate all of the excess profits that we are making and just solely serve our fund holders, operate at cost and at least reduce or get as close to eliminate as possible the fees that they are paying for this frankly not very good service that we are providing them.
A mutually owned group of mutual funds, or mutual mutual, as Jack loved to say.
Yes indeed. Now buy it out. Why would they have to do that if Jack and potentially his partners out of the goodness of their hearts were going to give it to the fund holders? Well, before Mr. Morgan retired, he had taken the management company public, like floated it on the stock exchange. So there were public shareholders there in the management company, in Wellington Management Company, along with Jack and along with the four Ivest partners.
So you not only have to get, you know, your camp, the Philadelphia camp to agree, but you need the Boston guys to get on board, too, that are a big voting block at 40%. And all these public shareholders. And why would anyone do this? Because it's not that generating the cash and let's take its value and effectively call it zero now and give it to the funds itself.
Commit suicide with the company, effectively. Yeah. And just to really highlight this again, it's kind of easy in retrospect to look at this and be like, 'Oh, Jack, he was like so morally upstanding and he stood up against Wall Street and like all of the, you know, crooks and fees out there.' That's not the case. This was how the industry operated. Nobody was asking for this. No other firm changed how they operated. No other firm reduced their fees or mutualized. No clients got mad about it. The government was fine with it.
There were not protest groups outside of headquarters.
Yeah, there's no Occupy Wall Street in the 1970s.
Purely him saying, 'Nobody's asking, but I think we should do this. I think this is the right thing to do.' Like, it is really lunatic fringe. To the extent there is a moral conflict, it exists solely in Jack's kind of head and in his heart.
Yeah. So Ben, as you said, as you can imagine, this goes over like a lead balloon within the partnership, which is already quite stressed with all of the problems going on. So after Jack proposes this on January 23rd, 1974 at the Wellington Management Company board meeting, the four Ivest partners band together, rally enough votes from the public shareholders, and they fire Jack as CEO of Wellington Management Company. And this is a few years after his original proposal for mutualization, for making the funds self-owning. There is this multi-year drawn-out sort of struggle between them where they just don't see eye to eye on anything. They have completely different philosophies and it gets so contentious. You know, they ask Jack to quit. He says, 'I refuse.' You know, he even writes a many, many page memo speech, gives it to the whole board of directors, espousing how much he refuses, and then they formally actually do fire him.
Yeah. Yeah. This is an extreme event.
And from Jack's perspective, he partnered with these guys. They came in, it was a fox in the hen house, and they forced him out of his own company. That is sort of how he is viewing it.
Yep. And from their perspective, this guy lost his marbles. We had public shareholders to look after.
So January 23rd, 1974, Jack is fired as CEO of Wellington Management Company. But now here's the thing. Wellington Management Company and the actual Wellington fund, and at this point in time funds, they had several funds, are technically separate legal entities. So Jack was CEO of Wellington Management Company. He was also the chairman of each of the individual funds which collectively together had their own separate board of directors for the funds. There was one board of directors that represented all the funds and Jack is chairman of that board of directors.
Now up until this point in time in the history of American financial organizations, that's a footnote that doesn't matter.
That's like a legal technicality. It's like, yeah, yeah, the funds have their own directors, but like really the management company, the funds, it's all kind of one thing run by the same group of people.
They were about to find out just how powerful that technicality was.
Or Jack was about to test it, shall we say.
So, he hatches a plan. He's like, 'All right, well, you guys going to kick me out of the management company and think I'm just going to go quietly into the night? You don't know Jack Bogle.' And for anyone who is not in finance, PE, venture, anywhere in the financial ecosystem, the funds traditionally have the right to select what investment manager they want and the investors in the fund who elect a board of directors of the fund rely on that board of the fund or the management of the fund to pick the investor. So, the funds actually do have the power to pick whether or not they want to stay with Wellington Management or go find a new company that could advise them on how to invest this pool of capital or do something different, etc. Nobody had ever tested this idea before though.
Yes. Yes. So the next day after Jack is fired as CEO of the management company, he calls a special meeting of the board of directors of the funds, which is his prerogative as chairman, and he proposes that they as the board of the funds vote to one, do just what you said, Ben, sever the management company relationship with Wellington Management Company, and two, do Jack's, you know, fever dream idea, mutualize all the management and operations of the funds, hire their own staff and run it all directly within the fund with no separate external management company or fees. The phrase that comes to mind here, although it is used completely differently in this context than its original context, is 'your margin is my opportunity,' Jeff Bezos. And in this case, it's not the Amazonian comment, which is, hey, you're charging high margins. I'm going to charge a lower margin, so I'm going to get your customers. It's, hey, I'm going to slash margins as close to zero as possible. I'm going to mutualize the ownership to zero. Not as close to zero as possible. There are, there's not, no longer going to be any profits. There will still be costs. We will operate at cost, but we will forgo all profits, right? It's effectively like a poison pill. Like they're not going to get rich. I'm not going to get rich. There's these high margins and I'm going to use the fact that you're making high margins as my opportunity to come in and say nobody's going to make any money. We're going to shift it all to this new organization that I'm going to create and nobody's making anything.
Yep. So, how do the fund board of directors react to this? Um, perhaps not quite as negatively as the management company partners and board of directors, but they're still pretty shocked. They're like, 'Wow, okay, Jack. Um, you know, we've heard you talk about this before. Um, obviously we're in an acute situation here and you're kind of conflicted, buddy.' Are you being vindictive, maybe? Is there anything motivating you, really pressing us to take all the profits and slash them to zero and go with your like brand new company that you're proposing here?
Yep. But here's the thing. Jack does have a very good point, especially to the directors of the fund whose fiduciary duty is to do what's in the best interest of the fund holders. What he's proposing is pretty obviously in the best interest of the fund holders, right? He's making the pitch to sort of a non-conflicted group. The board of the funds theoretically is only looking after the investors in the funds and not the shareholders of the management company.
Indeed. So the fund board says like, 'Okay, we need a pause. We need a recess. We need a little more time for the dust to settle and figure out what to do here. Let's take a month and Jack, we will direct you, since you want to do this, to go prepare a study, a feasibility study of like what are the available options to us as the fund and the board of the funds, because you're kind of just proposing the nuclear one here. Can we get the whole gradient? Give us the full gradient because it is kind of nice relying on Wellington. I mean, they've built out a lot of infrastructure here on the management company for us to do what we do. It'd be a little bit nuts to just say sorry, we're starting something new from whole cloth, from scratch.' So Jack goes away, prepares a 250-page report. Of course, it's like he's back in his carrel at Firestone, you know, library writing his senior thesis again. And it's full of data. I mean, he has really, really done the research, done the math. He is making an extremely well-formed pitch here.
Yep. So the thesis statement of this report that he presents to the board the next month in February reads, quote, 'The present structure has been the accepted norm for the mutual fund industry for 50 years. The issue we face is whether a structure so traditional, so long accepted, so satisfactory for an infant industry as it grew during a time of less stringent ethical and legal standards is really the optimum structure for these times and for the future and for the Wellington group of investment companies, or rather should the funds seek greater control over their own destiny?' And obviously Jack's answer to the question is yes. I mean, fire and brimstone. He's got a preacher in him.
He's, he's motivated. He is motivated here. And he actually has a telling quote in his memoir that I think speaks to his mindset at the time. He says, 'Yes, mutualization of the fund and funds' activities was totally my idea. And I realized that a mutual company would never provide me with the personal fortune that so many denizens of Wall Street would earn. But it offered, I believe, my last best chance to resume my career.' Obviously, it's both here. Jack is idealistic and this is his chance to save his career. This is his opportunity of last resort.
Yes. Ultimately, the fund board comes back and does vote with Jack. Barely. Infinitesimally barely. They carve out a small job for him to do. Yes. But not the whole thing that he had asked for.
Yes. They say, 'Okay, you can remain chairman of the funds and we will endorse some very, very small degree of separation from Wellington Management Company, but not everything and not to start. We will empower you to go form a new subsidiary company of the funds, collectively owned by the funds and thus the clients in the funds, and we will authorize that company to take over fund administration only. So not investment management, not marketing and distribution. Those will remain with Wellington Management Company. But we will run a little experiment, all the back office, tax, accounting, legal, fund holder registers, etc.'
Which is Jack's least favorite thing to do. Yeah. I mean, which is everyone's least favorite thing to do. The fun stuff is picking what to invest in and seeing if you can then go out and, you know, sell clients and bring in new money. Traditionally, it's fun to be the stock picker or it's fun to be the salesperson. It's not fun to be the person making sure the accounting checks out.
Yep. And indeed, most management companies outsource this. They don't do it themselves.
Yep. And technically, he was explicitly precluded from offering investment advisory services to the funds.
Store that away. Listeners, keep that in mind. And Jack logs the win. He's like, 'Cool, I got something.'
Yep. Yeah. So, I mean, hey, look, it was either his career is over and he's, you know, out on the street proverbially, although wealthy. I mean, he's like medium wealthy by this point. He's had a 20-year career during a great era running a finance company when the finance company had pretty fat profits. So, he's made, I don't know, I'm going to guess $5 million. And he wasn't a big spender. So doing pretty well.
Yeah. Depends how much salary and draw he was taking from the management company, but of course he's going to take this opportunity, whatever I can get. So he's like, great, let's do it. He writes in his memoirs, 'I knew a rough road lay ahead for my goal ultimately was to build a broad-based firm.' In other words, take over everything. Fully cut Wellington out. 'And I took on my new leadership role in the same way I had left my previous leadership role. Fired with enthusiasm.' Boy, fired with great fire and brimstone would be a better way to put it.
Yes. So once the fund board votes for this, other people in the industry hear about it, of course. And Wellington, even though they're much smaller now, is still a widely known, well-respected big firm in the industry. The reaction is severe. So Forbes magazine runs a piece about all of this infighting happening at Wellington with the headline borrowing from the famous curse from Romeo and Juliet of a plague on both houses. They declare like these guys, they're ruining it for everybody. Jack tells an anecdote at the beginning of the book Stay the Course, which is his memoirs, that around this time he travels out to Los Angeles. While he's there, he gets an urgent message from the head of Capital Group out there, big active fund manager in Los Angeles, John Love Lace Jr. The head of Capital Group says he needs to meet with Jack privately. Jack's like, 'Well, my schedule's pretty booked. I got a lot going on here right now. I'm flying out of LAX tomorrow. The only time I could do would be like a 6 a.m. breakfast at LAX tomorrow before my flight home to Philadelphia.' Love Lace is like, 'Okay, fine. I'm there.' Jack shows up. Love Lace is already sitting down. He's like stone cold. And he says, 'I hear you're planning to mutualize the Wellington fund.' And Jack says, 'Yes, John. That's right. In fact, I got the votes. We're starting the process.' Yeah. Ish. And John turns to him and says, 'If you do that, you will destroy this entire industry.' Now, of course, what's fascinating is that, you know, Capital Group and active management today has kind of never been better. Capital Group manages three trillion in assets. You can see why they had the fear, which is if you provide this existence proof that you can run this business at cost and you don't need to pay huge sums of money to the people managing this, then our customers will demand the same from us, which is sort of right because you can buy an S&P 500 index fund from basically anyone today at basically no cost, but also sort of wrong because Capital Group, BlackRock, Fidelity, these are all giant profitable companies. And so I think the interesting thing to sort of tease out across the rest of this episode is the competitors were probably right to be terrified of this sort of communist act where they took a crown jewel of capitalism and communized it. But at the same time, kind of like the NFL, it ended up being great for everybody.
So, yes. So, Jack's starting down the path. The first thing that this new subsidiary company needs is a name. So, right as this is happening, Jack gets a visit from an antiques dealer. Again, you can't make this stuff up. Who offers him some prints of British naval ships from the Duke of Wellington era. The Duke of Wellington was the British Prime Minister and military leader for whom Walter Morgan had named the Wellington firm. Jack is looking through the prints and one of them is of a ship, the HMS Vanguard, which was the flagship in the naval battle of the Nile where the British forces defeated Napoleon and ensured British independence and the state of Europe for centuries to come. And so on the spot, he decides Vanguard is the name, which is hilarious because Vanguard is a great name. It is steadfast, trustworthy, everything we think of it today.
Short, memorable, unique.
Exactly. Memorable. It also, you know, is the vanguard. It's the leader. It's a pioneer. It's leading a revolution. But knowing all the history now, like obviously Jack chose the name because it represented total victory and like complete annihilation of the other side.
So funny. Not at all how people think of the brand today. So in September of 1974, the Vanguard Group files for incorporation, commencing operations and taking over the back office of the Wellington fund and the other funds that Wellington managed. Exciting. Nobody cared. All of the great fear that, you know, John Love Lace at Capital Group and Forbes and everybody else in the industry had about this is going to destroy everything. This is going to burn the industry to the ground.
Well, because it didn't actually get mutualized.
If any venture capitalists are out there listening or private equity guys or if you're in the investment management business, okay, you switch back offices. This happens all the time. This happens every five years. This has no bearing on your peers in the industry. What would have a lot of bearing is if you said, 'Oh, all of my fees and all of my sort of performance compensation that we're just going to take down to at cost.' That would be significant. But that is not what this is.
No, it was not. And it turned out that Jack would need to lead another second and totally separate revolution as well before anyone would pay attention to what he was doing. A revolution not in the legal structure of funds but in the very nature of the investment product that they offered.
But David, I thought he was barred from doing that.
Well, if you're not offering any investment advice at all, perhaps you still could be in the business of deciding what to invest in if you're not actually doing any deciding.
Yes. And that second revolution would be the index fund.
Yep.
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So David, the creation of the first commercially available index fund for retail investor consumers. Yes. People really care, right? They're lining up around the block for this thing. It's the most hotly anticipated financial product of all time. Except that it's not at all.
It's so funny. This would change the world. And not just like a little bit, like a massive, massive impact. Most of all of your net worth is in these funds.
Yeah. People today are concerned that index and passive funds are too much of the market. What will happen to corporate governance when 70% of the equity ownership of America's companies are all in passive index funds? Like there's, you know, existential fear happening right now. That could not be farther away from the reaction in the industry to the launch of these things 50 years ago.
Okay. So, David, take us to 1974 and the journal article that inspired it all.
Yes. The Journal of Portfolio Management where Nobel Prize-winning American economist Paul Samuelson had written that fall in 1974 that he had been studying market returns and active fund manager returns in this new mutual fund industry. And he had found no actual evidence that any fund managers could systematically outperform the market. And in the conclusion of the paper, he argues that well, there's an obvious opportunity here. Somebody should come along and offer a fund that, quote, 'apes the whole market, requires no load, and keeps commissions, turnover, and management fees to the feasible minimum,' aka an index fund. And interestingly, I actually didn't realize he proposed the sort of commercial availability of it like that. The part of it that I read was some large foundation should set up an in-house portfolio that tracks the S&P 500 index if only for the purposes of setting up a naive model against which their in-house gunslingers can measure their prowess.
Yeah. No, he was thinking about distribution to retail like in that paper by talking about no load. But you are touching on something.
This idea of an index fund that would passively track the stock market was not totally new. A couple people in institutional circles had had the same or similar realization in the years leading up to this that this could be an interesting idea. And in fact, the whole idea of having an index or indices in the first place really is the precursor to this idea. Like people wanted some way to measure the entire market. I mean, that's what the Standard & Poor's 500 is. That's what the Dow Jones Industrial Average is. These things go all the way back to the 1800s. Like newspapers wanted a way to report on the movement of the market.
The delicious thing is that it took like a hundred years from the founding of those to think, huh, maybe this isn't just a benchmark we should measure ourselves against, but maybe this is actually a great investment product.
Yes, this could be an asset class in and of itself.
And it makes sense because why would anyone want to buy the average? I mean, why would you want to own the 50th percentile of the market? Isn't the whole point to work with a great investment manager who can beat the market? Why would you just want beta? You want alpha on top of beta? It's not an immediately salable proposition to say, 'Hey, don't you want to be average?'
Right. Right. It's uniquely counter to the sort of whole American way of being and aspiration of America.
It's funny. If this had all been in Europe or somewhere else, it might have emerged sooner. But that's funny.
Anyway, so yeah, a couple people had tried to make this idea work on the institutional side before, most prominently the pension management division of Wells Fargo. So like the division of Wells Fargo that would manage and administer pensions for large corporations. They had actually created an index fund for the pension fund of the Samsonite Luggage Corporation a few years earlier.
Incredible. But it had failed. They couldn't make it work because actually this was a deceptively hard problem. In order to do this, to create a fund that continuously tracked something like the S&P 500 index, you needed a lot of software. You had to have automation. Humans could not do this, right? The point of the S&P 500 is to create a subset of the total market that has essentially the same returns but with a smaller set of companies. So, you don't need the thousands of companies, you just need this 500. But even setting up the systems to track 500 companies' movements day-to-day, sophisticated.
The other thing that makes it challenging is it's kind of expensive to buy, especially in whole share denominated amounts, a representative correctly weighted set of the entire S&P 500. Today, the minimum quantity of dollars you would need to do it on your own without buying into a fund is about $3.5 million to the sort of minimum efficient or minimum representative S&P 500. So a couple years after this, along come Jack and Vanguard in this unique moment where they need something to make their model work and computing and software is like just now starting to be capable of handling this. And Jack is reading the docs very carefully. He's having tight communication with his board of directors and he realizes he's got a little bit of daylight here.
He's got a loophole. Yep. Where he can say, I am not actively taking Vanguard and having it offer investment advice in any way here, but what we do want to do is we want to create this new fund that will require no investment advisory services that will purely be this index of the S&P 500 and we can run it under Vanguard and it's within our mandate.
Yeah, we don't need to involve Wellington.
His board agrees. This is sort of the asset test. He goes and he says, 'What do you think? Is this what you're going to be permission for?' And they come back and say, 'Yes.'
Yes. As Jack puts it in his memoir, you know, kind of like, you know, rendering a guilty verdict in a legal trial. He and early Vanguard there had both the opportunity to commit the crime or in this case, you know, create the first index fund, but also the motivation to do so because this was the way around this prohibition against active management. And the thing that Jack was starting to realize, which is the culmination of his senior thesis and the Paul Samuelson article, is that this could actually be very successful.
He runs the numbers because he's Jack. The S&P index without the fees beat half the active managers and over the full decade it would beat 78% of them. So Jack realized, wait a minute, it's impossible to run an index at zero cost. But at scale actually you could approach zero cost. If you just own the S&P then you could beat three quarters of the other mutual funds in the market. So there really could be something here.
Yeah, this is a really important subtle point. If you are able to pull this off and just own the average of the market, but do it at significantly lower fees than all of the other managers in the market, you will actually have top tier performance. Because if your fee that you are charging your clients is lower than the average fee of the other managers in the market, well, now that delta between fund returns minus fees is much lower for you. So if you say great, I'll just take the average, but I'm going to actually get the average, you will do much better than most other people in the market.
So here's the math to illustrate what a giant difference it is. You might hear, oh, 1% fee, that's not so bad, you know, and at this point it was actually higher than 1% fee. It was one and a half to two, but let's just say 1%. But that's 1% of the total assets. So if the stock market were to return 7% but you owe 1% in fees, that's actually a seventh of your gains that you are giving up or around 15% of the returns. And so when that happens year after year after year, it really cuts out your returns at the knees. And I did a little spreadsheeting just to check the math on this. If you invested $100,000 at age 25 and you got 7% market returns for 40 years, you'd end up with $1.5 million. But if you paid a 1% management fee along the way each year, that's a 6% annual return. Instead of $1.5 million, you end up with $1 million. Yeah. That's an extra 50% for your retirement that you could make by not paying 1% in fees each year.
I mean, the long-term impact is that people thought Bogle was sort of this zealot for indexing and he hated active management, but that's not true. He was a zealot for low fees. He always believed that hey, active managers might be able to outperform the market but like Samuelson observed the durability of that is really, really hard to do and consistently outperform for decades. But what is really obvious is even with just a 1% fee that's a 15% outperformance that every year you're starting with a disadvantage and you got to beat the market by 15% just to break even.
Yeah. Gosh, I'd rather not have that structural disadvantage. That's the thing that is really Bogle's legacy and what he was obsessed with.
Yeah. Later in life, Jack would come to call this the cost matters hypothesis. And your example there of an extra half a million dollars in a retirement account or a college fund or even just a savings account. That's why I said at the top of the show, millions and millions and millions of people completely had their lives changed by this. An extra $500,000 or, you know, whatever base you start with. That's the difference between needing to rely on your kids to support you in retirement and being self-sufficient. That's the difference in educational outcomes for your family. That's so important just because of that 1% delta in fees.
That's right. Another way to put it, active managers in aggregate mathematically cannot beat the market after fees. And the 'in aggregate' is doing a lot of lifting there. But that's the point is the market is made up of active managers. They can't all beat themselves. Some will outperform in any given year and justify fees. But the median active manager will underperform by exactly the amount of their fees.
Yes. And since you can't reliably identify the winners in advance, especially when your goal is to stay invested for decades, the expected value of active management with fees as a whole is a negative expected value compared to an index fund without fees.
Yep. So, back to 1975, 1976, and Jack and his merry crew, and they do indeed call all employees at Vanguard crew members for many, many years because of the ship and the nautical theme, etc. It's perfect. Jack assigns one of the first employees, a guy named Jan Tardoski, to go write the software to do this, to create the first retail index fund. He goes off, writes it in the APL programming language on a timesharing computer in Philadelphia. Jack, meanwhile, goes off to Standard & Poor's headquarters and negotiates a licensing fee with them for the rights to use the S&P 500 index as the basis for this first index fund. There's a great story that Jack tells on a podcast interview about this. He was negotiating with whoever the head of the department that ran the 500 was at S&P and the guy was like basically like, ah, I don't know, gosh, should you be paying us, should we be paying you? This is going to be great marketing for us. They eventually land on Vanguard paying S&P $25,000 per year that they sort of pull out of thin air as the transaction value for this, which is absolutely hilarious because now index fund licensing is basically the entire business of indices around the world and it is extremely high margin.
I've got the numbers on this. People estimate that Vanguard pays S&P Global something like three to four hundred million per year and is their single largest licensing client. And the licensing segment of their business as a whole does $1.85 billion a year. And to your point, David, that is essentially all profit. I mean, the whole world has agreed the S&P 500 is the standard brand for the market, and so they just get to take a rent of a $1.85 billion a year for anybody who wants to make an index fund.
Great work if you can get it. Yep. Vanguard, BlackRock, Fidelity, State Street, all paying them a lot of money.
And it's charged on a basis points of assets under management or AUM. It's a management fee or trading volume basis. And so it scales depending on how valuable it is to you as a client.
I did not know that. That is so deeply ironic.
And I started looking too like why doesn't Vanguard push their total market one stronger or why doesn't someone come up with a sort of synthetic thing that looks a lot like the S&P 500 but isn't the S&P 500? Fidelity tried that. There is a 500-stock Fidelity fund that is not quite the S&P 500 or at least doesn't license the name, but people just don't flock to it. People want the standard.
It's a good business if you can get it.
It's the Intel inside, the ingredient brand.
Yep.
Well, regardless, in 1976, Vanguard launches the first index investment trust fund.
Which today has been renamed to the much better titled Vanguard 500 Index Fund. Ticker VFIAX, the first retail index fund available to the public. Today, the second largest individual fund in the entire world with $1.5 trillion in assets and second only to its own sister fund that you mentioned, Ben, the Vanguard Total Stock Market Index Fund, which has $2.1 trillion in assets. $3.6 trillion between these two funds today.
Which are effectively the same thing.
Effectively the same thing. If you own the S&P 500 or you own the entire US stock market, in the long run, they're going to be nearly identical returns.
And they both have, you know, their roots in this fund that Vanguard launches in 1976 with a broken IPO that raises $11 million.
Well, to the point we were talking about earlier, why would anyone want to buy the average? Yeah, it's a terrible sales pitch. I want to outperform. Don't pitch me on this. And by the way, we talked about sort of the far future where Vanguard's fees have come down so dramatically. I own the ETF, the VOO one. I looked this morning. It's a three basis point management fee. That is a 0.03% management fee. It's near zero. You know, them and all their competitors are near zero. When this thing debuts, it actually has a significant management fee. It's not as bad as the rest of the industry with a percent or a percent and a half or 2%, but it's still like six something.
Six five or something like that. So the pitch as a subscale index fund is do you want to be average but actually with a significant drag from fees?
Yes, it's a bad pitch.
Well, and worse than that. So remember we talked about the three things that a management company does and what the Vanguard fund board, the Wellington fund board allowed Jack to do. They said, 'Hey, we'll let you just do administration, but investment advice and distribution still have to live with Wellington.' Well, distribution is still through the stock broker network with sales loads. So, the only way that Jack and Vanguard can get around the distribution prohibition for this new fund, they figure out, is to do an IPO of it. So, I said IPO. This is why there's an IPO. So, they rustle up a group of Wall Street banks. And I guess technically doing a one-time event of an IPO of the fund did not count as distribution and marketing. So, Vanguard was allowed to do it and they think that they can raise and that they're going to need about $150 million of initial fund holder capital in this fund to make it work and they can't get the demand. They raise 11.3 million. It is so bad that they don't have enough, a fourteenth of their target.
Right. Right. Right. They don't have enough capital to go buy even 100-share lots of the entire S&P.
So, don't they go buy like the S&P 220 or something?
Well, this I don't know how they got away with this. They buy 280 stocks, but they had to choose which 280. So, they are doing active management in the...
I think it's something like they picked the 200 largest and then with the remaining 80, they tried to create a representative sample that was mathematically equivalent to owning the 500. But that was an academic hypothesis, not completely proven yet.
It's still requiring significant judgment in there. You might even say investment advisory.
You might even say there's an amazing story on this. Did you find it?
So Vanguard, A, didn't have a lot of resources and B, didn't want to go do anything that looked like hiring a professional investment adviser, investment manager to manage this program. So, they hire a young woman part-time to work nights and weekends really and basically like choose these 80 extra stocks and then manage and track everything. She worked full-time during the day at her husband's furniture store in Wilmington, Delaware.
And by nights and weekends, she was the portfolio manager for, you know, what today is the second largest fund in the world, together with its sister fund, by far the largest fund in the world. How incredible is that?
Okay, so they've got this completely broken IPO. They didn't raise enough capital. The pitch is bad.
Yes. Oh, Ned Johnson at Fidelity. Remember Fidelity we talked about? Yeah. And Ned, he would famously comment to the press about the launch of this fund. Quote, 'I can't believe that the great mass of investors are going to be satisfied with just receiving average returns. The name of the game is to be the best.' Deeply ironic because a giant amount of Fidelity's asset base today is composed of index funds, many of which are Vanguard index funds held within Fidelity.
The funny thing about Fidelity is that I think they're primarily a brokerage. They do have their own in-house funds, but I think a lot of people own Vanguard funds using Fidelity's website.
Yes, they do. Yes, they do. We will get to that.
Okay. So the pitch is quite bad, but the machinery they've constructed as it plays out and scales is actually pretty genius. So if you think about it, if the customers own the management company, the business itself, there's really no incentive to generate any more margin than you actually need to run the business. There's no like point in profits for shareholders you'd want to dividend it out to. So you could just dividend those excess profits out to customers who are the investors in the fund. Or you could just say, 'Oh, we're...
We're doing that in the form of lower fees. It's a much more tax-efficient way to do it than generating profit, recognizing taxes on that profit, dividending it out, and then those people having to pay taxes on it. They'll say, "Hey, look, we'll just lower the fees in the future because we're now confident we don't need higher fees." Every time Vanguard lowers fees, you should view it as like, hey, we have reported higher earnings essentially.
Exactly. Exactly. And then as you get economies of scale and you grow, you can further cut prices. And David, as you mentioned earlier, the business of asset management really lends itself well to the economies of scale game. There are just not that many variable costs in managing money. Almost everything is fixed except things like customer service, which we will come back to later and is kind of where Vanguard's vulnerabilities are. Yeah, is in these variable costs. So once you're managing very large amounts of money for lots of customers, fees can be super low on a percentage basis.
This is the exact same thing from our Costco episode. David, do you remember the phrase?
Oh yeah. Scale economies shared. I think, uh, didn't we make Acquired t-shirts and sweatshirts with that phrase?
We did. We did. Uh, yeah, linked from the email and on our website. You can share the benefit of your scale economies. Costco does this back with customers and Vanguard does this too.
Yeah. I mean, at the risk, Ben, of stealing what I suspect might be your quintessence of this episode, Vanguard is Costco for finance.
Exactly. But even further, it's like Costco on steroids. Even Costco, who lowers prices as much as they can to reward customers and encourage customer loyalty and make everything about customer experience better, even Costco has outside shareholders who want the business to generate profits. There is a reason you are investing in Costco as a business, and that's because you expect it to generate cash flows today and in the far future.
Costco itself, several hundred billion dollar market cap company today, right? Vanguard doesn't have that at all. You are investing in the beautiful machine of capitalism as a communist.
Yes. Yes. Even Sol Price and Jim Sinegal were not this fanatical.
Yes. Yes. So it takes a few years for this machinery to kick in, for the scale economies to get to a point where it really can, and for the investing public to wake up to this idea. In the meantime, they start with $11 million of fund capital, and then they still experience customer withdrawals and cash outflows. Like the stock market starts to rise, so that sort of keeps the fund alive, but they're not getting new cash in, and they can't because they can't do their own distribution. It gets so bad that the next year, in late 1977, they have to take the extreme, drastic measure of merging another small legacy Wellington fund called the Excelsior Fund into the index fund just to keep it alive and get enough capital into the fund to keep operating it. Which is crazy to me that they figured out how to sort of acquire this other fund and then just merge its assets into their index fund, and all the investors were like, "Cool, sounds good. I guess we're index fund holders now."
Yeah, I didn't see anything in Jack's memoirs about the governance issues associated with that. Somehow they get it done though. And that fund, when they do this merger, had $58 million of assets, you know, again compared to the 11 million and bleeding out rapidly in the index fund. I mean, that's like six times the size of the index fund. So yeah, really the seed capital that you should think about in the Vanguard 500 index fund, and again also its sister fund, the Total Stock Market Index, you know, biggest collectively fund in the world today, comes not from the IPO of clients into the index fund itself initially, but the majority of the initial capital base comes from this other former Wellington actively managed fund that just gets folded in. Yep. Totally, totally wild. So after this emergency transplant to save the index fund here, finally in 1981 into 1982, Jack and Vanguard do win the right to take over distribution of the index funds. And the way they do it is through, you know, another loophole. This one kind of even more tenuous. Jack argues, "Oh, we're not taking over distribution. We're just eliminating distribution. We're going to no longer go to stock brokers and have them charge sales loads to go into our index funds. We're not going to allow that at all. And thus, we are eliminating distribution." Again, conveniently ignoring the fact that now they got to employ a lot of people within Vanguard that are going to market and sell and advertise the funds, right? They went no-load. They refused to pay eight and a half percent to people outside the firm, but now they just have a fixed cost base that they picked up of people that work inside of Vanguard that have to do the work of not only convincing people to buy these funds, but then on top of that, actually handling and facilitating the purchase. The way that worked is you would communicate and send in an order via mail, and then you would mail a check to invest in this fund, right? Could you imagine? I mean, I remember my parents doing this. Yes. So, you know, eliminating distribution. Sure. But somehow someone has to do the marketing and distribution, and now you just do it in-house.
Yep. On the back of that, the 500 index fund does finally reach the $100 million capital milestone in 1982, six years after launch. Takes them six years to get to $100 million, which again, that was not large. At this point in time, the Wellington fund many years earlier had been $2 billion. And the initial IPO target had been $150 million. So they're still below that six years in. And they've got this headwind of they just switched away from paying people to do distribution. So there's now no incentive out there in the marketplace to try to sell Vanguard funds.
Yep. Yep. But the slow burn does start, and towards the end of the decade in the 1980s, by 1988, the fund reaches $1 billion in assets, and it would obviously grow from there.
So that's six years to reach a hundred million, and another six years to get to a billion.
Yep, that's right. Now, you might be wondering, that's not a lot of capital, and Vanguard's fees are super low. How is the firm staying afloat during this period? Well, it turns out that Jack's first revolution of the low-cost, low-fee proposition of Vanguard, it works pretty well in equities. There are other financial markets out there where the low-cost strategy works even better, specifically money markets and fixed income, aka bonds, the debt market. In equities, you can have real outperformance. There is uncapped upside to investing in equities. This is the dream that active management sells. Jerry Tsai or Peter Lynch or Warren Buffett or, you know, the greatest investors of all time, we can generate annual returns in the 20s, 30s, even higher percentages, like Rent in our episode there. If you're investing in the debt markets or the money markets, there is a ceiling to your performance. It is the coupons of government bonds or munis or, you know, treasuries in the case of money markets. Yep.
The only thing that matters in terms of relative investment performance by products offered in those spaces is costs.
Yep. The lowest cost provider will win in those markets.
And Vanguard builds a juggernaut in the fixed income business during this era. And that's what keeps the firm afloat while they are waiting and waiting and waiting for Jack's indexing revolution, his second revolution to come online. Well, there's that, and there's also the fact that John Neff, who managed the Windsor Fund, which was an actively managed fund and had the fees of an actively managed fund, was absolutely shooting the lights out on the equity side.
Yes, I was wondering if you were going to bring this up. That is the other deep irony here. Vanguard never got out of the active business, and they sort of inherited it by virtue of having some responsibilities for the Wellington funds that they shared with the Wellington Management Company. And so, yeah, this Windsor Fund, there were many years where it basically provided all the profits to pay all the overhead and keep the lights on while Vanguard's low-cost indexing strategy was not scaled enough to pay for itself.
Yep. Absolutely. And Vanguard today still has very large fixed income businesses, money market businesses, and active equities management businesses, but today they're all dwarfed by the index fund business. Yep. Which wasn't the case for a long time.
Yep. You know, it's funny. You said something a couple minutes ago that I'm stewing on here. This whole in equities, a low-cost index fund in the long run will outperform, you know, 85% or something of other actively managed funds. Listeners are probably wondering, is that really just fees? Is it just that having low fees makes you better than that much of the market?
There are other components to it. A giant one is behavioral. If you are in a mindset where you are actively trying to pick the best companies, you do a lot of trading. And aside from the fact that that has a lot of transaction costs, you tend to react to external stimuli. The market being up. You don't stay in your winners long enough. The market being down. You having conversations with other people. Exactly, David. You selling out of your winners too early. Whatever it is, and you can make the errors on either side. There's a behavioral component where passive index investors tend to not act, and what you need to do is not act for long periods of time to be a great investor.
Yes. It's the great Warren Buffett line. Don't just do something, stand there.
Yes. Yes. Whether you are trying to shoot the lights out like Warren Buffett and you are active and trying to find the very best businesses you can, or whether you are passive and sort of throwing your hands up, either way, you need to mostly not act every day. And passive index investing just lends itself better behaviorally. If you're in one of those funds to just saying, I know the market's up, I know the market's down, but whatever, I own the index. I've made my peace. Whereas if you are either the active manager trying to improve the outcome of the fund or an investor in an active manager, both of you have a higher predisposition to do stuff. And for most investors in the long run, you shouldn't do stuff most of the time.
Yep. Yep. Absolutely. So as we exit the 80s here, all the pieces are in place finally for the rise of indexing. The Vanguard 500 fund crosses a billion, as we said, in 1988. And then the model's working better and better. The scale economies are getting shared. Fees are coming down from that initial launch price of 68 basis points to in 1979, 59 basis points, then down to 50 basis points in 1985, to 35 basis points in 1987. We are really starting to be the true low-cost index fund. They've already dropped by 50% here by the end of the 80s.
Yeah. Yeah. I mean, the scale economies are getting shared. Everybody around the table is eating good. So after assets crossed the billion-dollar threshold in 1988, around 1992-ish, they hit $10 billion. So, you know, 10x in four or five years, strong acceleration. Also in 1992, Vanguard launches the sister fund, the Total Stock Market Index Fund. They now have more than enough capital base that they can own every single stock. Why stop at the S&P 500? Own everything, all US stocks. And computers are sophisticated enough by this point in time where you can track the entire stock market and own the entire stock market and handle the reporting on that. Not to mention, you have the benefit of not having to pay S&P Global a licensing fee to index the entire market.
Quite convenient. You know, look, they're not not business people at Vanguard, right? Oh, they're great business people. It's just on your behalf instead of on shareholders. They're working for you. And so by the mid to late 90s, the two sister funds together are approaching like a hundred billion dollars. Like the Vanguard Colossus is rolling.
Yep. Things are going great. And then in 1999, you're not going to believe this, Jack manages to get himself fired again.
Yes. But listeners, before we tell you that story, now is a great time to thank one of our favorite partners, Vercel. So for 20 years, cloud infrastructure was built around a pretty simple mental model. Humans send requests, servers respond, and then they scale according to the traffic. But what happens in the era of AI agents when the software itself is sending the requests and making decisions, not just responding to them? That's the shift Vercel is building for. The cloud wasn't designed for agents, but Vercel is. They've purpose-built agentic infrastructure where agents are first-class users alongside human developers. It's not just an old deployment platform with AI features bolted on. It's a ground-up rethink: tools, frameworks, infrastructure, all engineered to work together. So, one particularly noteworthy element of this is their AI Gateway. Just like content delivery networks accelerated and secured the web, Vercel is doing that for agents. It's a single endpoint that routes across every major AI model with automatic failovers. So when a provider goes down, and as you know they do, oh yes, your product keeps humming. So since launch, it serves 60 trillion tokens across 180,000 unique teams. Vercel is a new type of delivery network for tokens. A good example of what this unlocks is Poke, who are building personal super intelligence that hundreds of thousands of people use. Before switching to Vercel, they were maintaining their own AI infrastructure, everything from routing and retries to cost tracking by users. After switching, their retry rate dropped 20x. So virtually every message now succeeds on the first try. AI Gateway is just one tool in a complete AI stack built with, for, and optimized by agents. And that's what Vercel is really about: making sure that the most ambitious teams like OpenAI, Stripe, and Polymarket have the infrastructure to match. Because when code is increasingly autonomous, the question is no longer can you ship, it's what you choose to ship. Learn more at vercel.com/acquired. That's vercel.com/acquired. And just tell them that Ben and David sent you. All right. So David, there is something that you have not been telling us about Jack's life over the years.
Yes, Jack unfortunately has a bad heart. He was born with a rare genetic heart disease called arrhythmogenic right ventricular dysplasia, or ARVD. And that means that Jack suffers his first heart attack in 1960 at age 31. So before he even becomes CEO of Wellington Management, that was his first heart attack. He had like 10, 12 over his life. It was like a ticking time bomb. At any moment in time, he knew he could just drop dead. And what Jack decided to do with this was work. At the age of 36, he got a pacemaker and he consulted a doctor. And that doctor said, "You really shouldn't count on living past 40." Then he went and talked to a second doctor, and that doctor said, "Why don't you get a place out in Cape Cod and stop working and enjoy the last few years you have left? Don't work anymore." He wrote at one point, "If I had taken the second doctor's advice, the first doctor would have been right."
Yeah. Yeah, man. This is totally Jack's unique personality. The way he approaches this part of his life is it's not going to change a thing. I'm just going to live every day the same way I would have lived it if I didn't have this disease. And the stories around this are amazing. I think one time he collapsed and had a heart attack waiting for the commuter train out of Philadelphia, and he was lying there on the ground, and the ambulance and the paramedics come, and he makes a bet with them that they won't get him to the hospital in time to save his life. He just had that kind of attitude and approach to it.
He would bring defibrillators to squash matches.
Oh, this is the best. Yeah.
And it happened at one point where he had a heart attack while playing and had to count on his opponent running over and reviving him.
Yeah. Yeah. And he would use this to like intimidate his opponents while playing and be like, "Make sure I got my defibrillator here. I could drop dead at any moment. All right, let's go." You know, it's amazing. So, as Vanguard's really taking off and indexing is taking off, Jack's heart is just getting weaker and weaker and more and more worn down from all this. In 1994, his twin brother David dies also from heart complications. And by 1995, over half of Jack's heart has stopped working. And so in early 1995, his doctors say, "Hey, we know your approach to life, but we can't put this off any longer, despite your relatively advanced age for this." He's 66 at the time. "You need to have a heart transplant if you want to have any hope of actually, you know, surviving for a meaningful period of time going forward." Jack and the family are brought around. They agree to this. So this, of course, impacts Vanguard. So, in May of 1995, the company holds a press conference where Jack announces that he's stepping down as CEO to prepare for his heart transplant. And the company announces that John Brennan, Jack's former assistant, who had joined the company in 1982, will be taking over as the next CEO. Brennan had been Vanguard's CFO for many years leading up to this. And in late 1995, Jack Bogle enters the hospital on a waiting list for a heart transplant. His heart has continued to degenerate. He needs to be hooked up to an IV feeding him drugs to keep his heart beating constantly. He waits 128 days in the hospital waiting for a heart transplant.
And he keeps working the whole time. He hasn't officially transitioned out of the CEO role and given it to Brennan yet. Maybe a little bit of foreshadowing here. On January 31st, 1996, Jack officially steps down as CEO and Brennan takes over after more than three months of operating as CEO out of his hospital room.
Really, Jack is one of a kind here. And then in February, finally, they get the call. There's a heart available for Jack, and he has the heart transplant at the end of February. So the day of the surgery arrives, and at this point Vanguard is essentially planning for this to be the end of his career. Like heart transplants today are obviously a giant deal. This is even 30 years ago. Medical science is still working on this procedure. The assumption is he's done at this point even if he survives. And so the company moves on. Brennan becomes CEO and starts working on a whole bunch of new initiatives. And Jack does make a miraculous full recovery.
He would live for another 23 years.
He would live for another 23 years on his transplanted heart. And within a couple weeks after his heart transplant, he's back on the squash court.
Playing squash and intimidating his opponents. It's like, gosh, if you thought it was scary to play against Jack when he might have a heart attack, how about playing against Jack with a new heart?
So, of course, all of this is like wonderful and joyous and unexpectedly great, but it is unexpected. Jack didn't think he was coming back from the heart transplant. The company didn't think he was coming back from the heart transplant. And the company's in this sort of funny place where even not thinking about leadership succession right now, but the core business, they made all these really long-term trade-offs starting back in '75-'76, where, you know, when the fund is subscale, the fees are kind of high, and the mutual ownership thing is like cute, but it doesn't mean much when it's small. Cutting the load so you go to a no-load thing that in the short term just slows your distribution down, and all these things are sacrifices for the long term, thinking, well, when it really starts working, it's going to really start working.
Yeah. In the '90s, this is that like harvesting phase for the company where 20 years of doing things the right way that caused really slow growth are now causing this giant inflection. I mean, David, you said something about the crossing a billion line in the 80s. By 1996, the AUM across all of Vanguard is up to 180 billion, and the two index funds are like 50 billion of that, going pretty quickly to 100, right? So it's just got to be fun for all the company long-timers at this point where they're sitting there thinking, "We were right. We made all these long-term trade-offs, and it really sucked for a while, and no one would distribute our product, and no one would invest in our funds, and it's really, really, really paying off."
Yep. And there's something else going on for the first time too. Vanguard has competition. Competitors have woken up and realized maybe we should jump on too this passive and indexing thing, which is funny because they're not structurally incentivized to do it over at Fidelity and BlackRock and State Street and, you know, all the others that are starting to roll out these very low-fee index funds, but they are doing it because they effectively have to. Consumers have woken up to the power of it, and they need to have an offering in this area. So even though they don't have this investor-shareholder alignment the way that Vanguard does, they make money plenty of other ways in their business. And so they're happy to offer this as a near loss leader or break-even in order to retain and attract those clients for their other higher-margin services.
Indeed. So coming out of his recovery from the heart transplant, Jack is still on the board, but he's no longer CEO. The transition has happened, and the company is transitioning to this new phase. Jack, I think, gets super frustrated. He wants to be back in the saddle. And the way this manifests is he, at the board level, starts kind of becoming a curmudgeon and disagrees with all the new initiatives, all the new things that Brennan and the new management team want to do to capture their opportunity and insulate against competitors. So these are things like launching sector-specific index funds or international funds and investing more there, or investing more in marketing. You know, basically growing the firm and offering the clients what they want. In Jack's mind, this is starting to be a perversion of the mission. Meanwhile, management is like, "Hey, our customers want this, and our competitors are offering it, so we should do it."
This is classically the divide between the founder of a company and the group of people that will take it not just from one to two, but from one to 100. I mean, the clean simplicity and the mission and the focus and the narrowness of the product and this one cool trick that they have is the thing that got them there. And classically, you need people who are willing to be much more flexible, but with the same culture, the same values, the same mission than the founder was. And you see this in the numbers. 99% of Vanguard's AUM came after Jack stepped down.
Yep. Yep. And you hit on a really, really important point to stress there. The same values, the same mission. It's not like Brennan and the new management want to all of a sudden start generating tons of excess profits or take Vanguard public or, you know, do anything crazy like that. No, no. They're true believers in the mission as well. They just want to serve clients and meet them where they're at now as the world is moving on. And there are big things here like employee retention. If as a company you're trying to run at cost and your competitors are in an industry where you can pay people obscene amounts of money if they are high performers, right? I mean, you need some kind of way of dealing with this. And Jack Brennan, this sort of falls in his lap. One of the things he does early in his tenure is to create an employee partnership plan to try to incentivize the workforce and kind of deal with the structural trade-off of how do you get high performers who could get paid way more somewhere else or very similarly if you aren't generating very much income? How do you make future investments in things like R&D as people's expectations for customer service and technology start becoming higher and higher and higher, right? The internet is becoming a thing now, right? You need to start investing. So that's the sort of things that fall in Brennan's lap that he has to do to take the company forward.
And they end up at loggerheads with Jack on the board.
So all of this comes to an ultimate head and blow up in 1999 over exchange funds.
Yep. The most important new thing in the industry. I am a Vanguard customer, and I think 100% of the way that I am a customer is through their ETFs, not through their mutual fund products. And the mutual funds are everything we've talked about up until this point.
Yep. Yep. So Jack had a real point of view on ETFs. And in fact, he had the opportunity to launch ETFs. So back in 1992, a man named Nathan Most had come to see Jack at Vanguard. Nathan was the VP of new products at the American Stock Exchange, and he had had the idea to create exchange-traded funds as a new product, a new trading vehicle that would allow effectively shares, quote unquote, of mutual funds to trade on stock markets in the same way as individual stocks. A stock exchange-traded mutual fund, an ETF. And he thinks, of course, naturally, the very best fund partner to launch this idea with would be the newly, you know, kind of crowned jewel of the mutual fund industry, the Vanguard 500 index fund. And you might think Bogle's going to love this. Like, what is an ETF? It's an even easier way to buy into something that looks basically like an index fund. And if you're trying to go direct to your customers the way that Vanguard does without the sales loads and everything, then great. They should be able to buy it right on an exchange.
Easier distribution available to more of the investing public. What's not to love? I mean, that was Nathan's view. He was a real idealist about this. Hey, we're going to vastly expand the distribution reach and the target audience for mutual funds and allow anybody who can place a trade on a brokerage to buy into a mutual fund. And he was absolutely right.
And there's some other structural benefits, too. There's the idea that you're not affected by other people in the fund. So, if someone else decides to sell a bunch of their shares, I don't end up getting a big tax hit from it. Then of course there's the you actually do know the price that you are getting because since it's traded on an exchange, when I decide to make an investment in that fund, I buy it right here, right now at the market price. I'm not waiting till the end of the day to figure out what the mutual fund is going to be priced at. So ETFs have lots of great things about them.
Lots of great attributes. Jack hates this idea. Absolutely hates it. And he basically tells Nathan Most to get lost.
And why does he hate it? He hates it because it's exchange-traded. Yeah. He thinks, well, that for that very reason that I love it, that you know the exact price that you're buying it, it means you could trade in and out of it all day. You could do the worst possible sin of investing, which is incur a bunch of trading costs, speculate on it, not be a long-term owner, and just try to do intraday arbitrage. And that particular thing that he thinks it's going to cause all of these behavioral issues, even though the intrinsic product has all these great characteristics, he thinks the temptation for people to do that is so bad that the product shouldn't exist.
Well, and I think there's two other related things that he's really worried about beyond just that temptation in of itself. One is that the brokerage platforms are going to incentivize trading because this is how they're going to profit from mutual funds, because at this point in time, Robinhood didn't exist yet. Fees hadn't dropped to zero on transactions. So, you actually were paying very meaningful amounts for, in recent memory, it was single dollar, but it used to be like 50 plus dollars to place a trade on an exchange.
Yeah. So, if you're a prospective competitor to Vanguard and you want to offer competitive, you know, index funds at similarly low costs, well, all of a sudden, if you can now make a bunch of profits on trading in and out of ETFs in those funds on your brokerage platform, that's a way to make money here. Yep.
So, Jack hates that. He also hates that because these funds will now be traded on an exchange, it means that you can short sell them. And he thinks this will just be like an absolute disaster for the financial industry, you know, and hey, look, like I would definitely not recommend going and short selling the S&P 500. That has historically been a losing game in the long run, but look, this is a product people want, and shorting indexes like the S&P 500 is like a core part of many hedge funds' strategies today. This is an idea whose time had come with all the good and all the bad, and it needed to exist. So Jack turns it down, and not just turns it down, but like he hates the concept of ETFs. Nathan goes on to launch the world's first ETF with a new asset management division of an old Boston bank named State Street. And you've probably heard the State Street name today. You might have heard of the SPDR, well-known SPDR, Standard & Poor's Depository Receipts Trust, which is the listing for State Street's S&P 500 ETF, which until recently, like a year or two ago, was the largest ETF in the world until it was surpassed by Vanguard and BlackRock after Jack's time. Well, after Jack's time. So yeah, this was a really bad decision by Jack to pass on ETFs. Today, ETFs are a huge part of the mutual fund industry. They are still only about half the assets in aggregate of traditional mutual funds, but ETFs are growing at like 30% per year while mutual funds are flat. So if that keeps up, at some point here in the next small set of years, ETF assets will pass traditional mutual funds to become the, you know, largest equity asset class in the world.
Yeah. So listeners, why does this matter? Why are we explaining the difference between ETFs and mutual funds here on Acquired? I think the most interesting reason is that it was the thing where it was clear that the founder really should hand over the reins. This should not have been a sticking point. This should not have been even a decision for the company. This was clearly the right thing to do long term. And whether or not you understand the mechanics of a mutual fund versus an ETF, and we dramatically oversimplified and skipped some things, it is just so perfectly illustrative of this point of Vanguard had to get into ETFs. Yeah. And that purity of the founder is the thing that is required to start the company, but typically not sufficient to scale and keep them globally relevant.
Yep. Yep. And we see this in Ferrari with Enzo. You see this with Apple, the Steve Jobs, Tim Cook. You see it in the NFL, with Coca-Cola, with Trader Joe's. I mean, this phenomenon just shows up over and over again.
Yep. Yep. And this is how it showed up in Vanguard. So in August 1999, this finally comes to a head on the board. Brennan and the management team say, "We got to launch ETFs. We're so far behind. State Street is out to this huge lead. They're building all this market share in an S&P 500 index that we started. This is our space to own, and our customers, our clients are demanding it."
Yep. Jack is staunchly against it. And so in August of 1999, Vanguard announces that it is enforcing its mandatory board retirement age in the bylaws of 70. No board member can serve past the year in which they turned 70. Jack has turned 70 that year. And that Mr. Bogle will be stepping down from the board at the end of the year in December. This is a big deal. This causes a huge public outcry. Also, there's someone older than him who is on the board that they don't enforce it for, right? So, it's not really about the age requirement. It's about the overstaying your welcome, but he is the face of a movement, right? So unlike the last time Jack got fired where his former partners were probably hoping he would go quietly into the night, that's not an option here because he's a giant asset to Vanguard.
Yes, by this time Jack has become like a saint to the investing public. People had actually started calling him Saint Jack. And when he stepped down as CEO in 1996, you know, ahead of the heart transplant, the company had commissioned a statue of him to be erected. There is no option to just part ways with Jack Bogle.
You kind of want him to keep an office at headquarters if you know he's alive and there's a statue of him there. And the entire investing community and increasingly consumers are finding religion following his teachings. So the year before this in 1998, a passionate, passionate group of users on Morningstar's online discussion forums on the morningstar.com website, I love it, had founded a dedicated sub-forum called Vanguard Diehards that would eventually morph into its own website and like grassroots movement called Bogleheads. By the way, I love this subreddit. I've been on the subreddit for a long time, long before we started researching this episode. It is a beautiful thing to watch these conversations.
It is incredible. So, the standalone Bogleheads forum, bogleheads.org, today it gets 2 million visitors per month, and then Ben, you mentioned the subreddit that has 400,000 weekly active visitors. And if you are listening to this episode because it was posted on there, welcome to the show. Thanks for joining us.
So, as I said, the compromise that they reach is Jack will still be the founder of Vanguard. Jack will still be the face and the spirit of Vanguard to all of the millions of fans and diehards around America and around the world. But he will no longer be on the board. He will no longer be involved in active management of the company. They set up the Bogle Financial Markets Research Center on campus, which Jack leads with a staff helping him for the next 20 years of researching, speaking, writing books, papers, and generally just evangelizing the index investing philosophy. All of which, of course, is like the very, very best marketing that I would say you can't even possibly buy marketing like this. For all of the conflict and strife around this second firing, it really works out about as good as it possibly could for the company and for Jack. His legacy is preserved. His value to the company is preserved, and Vanguard gets to move on and launch ETFs, which they do in 2001 finally, which he did soften on over time.
Yes. And he does eventually repair his relationships with management of the company, especially after Brennan steps down in 2008 and the next CEO, Bill McNab, succeeds him.
Yep. And there's a few things we sort of skipped over to this point that happened in the 70s, 80s, and then happened in a big way here in the 90s, and that's changes in the structure of the investment management industry. The first one to know is indexing was not actually that interesting when Bogle started it. I know we gave the stats around its outperformance net of fees, but in '75 the market still had a lot of fools in it.
Yeah. People that were acting individually that were not institutions or advised by financial advisers. They were clients of stock brokers, and the stock broker would make a commission on a trade, and so they would trade a lot, and they would buy stuff that were bad decisions. And so if you were an active manager, it was just not actually that hard to beat all the fools in the market.
Yes. By the 80s and 90s that started to go away. So much of the activity in the market was real professional management that you could often assume, oh my counterparty is smarter than I am. I always assume this when I'm buying an individual stock. I'm like, why am I buying a stock that a really smart hedge fund is selling? And that is the thing that causes me mostly to buy index funds or to transact in private markets where I'm buying shares directly from a company rather than in public markets where I'm the least informed person on the trade. But that was not at all the case back then. So there was this interesting trend where as more money became professionally managed, indexing's advantage increased. I bet it actually worked both ways too, that as indexing became more popular, a lot of the unsophisticated, shall we say, participants in the market moved into indexing and stopped being easy prey available for the active managers.
Right. Right. Yeah, it's a great point. It's kind of like online poker when it first started. There was a lot of fish at the tables, and then eventually the fish go away, and you're just playing other poker pros, which is no fun. It's sort of the same thing in the stock market. And I didn't make the leap to realize that indexing is a much better product when it's a sophisticated market of traders versus an unsophisticated market because its relative advantage is higher.
Yep. Yep. Absolutely. Or I'd say its relative disadvantage is lower is the right way to put it. So that was a big tailwind for investing. The second big tailwind is in the 60s and 70s, you mostly bought stocks through a stock broker who charged you a commission, but they didn't make money simply by managing your assets the way that people do today.
The advisory business wasn't a thing yet, right? You just had a stock broker, and that guy wanted you to trade because he got paid on the trades. Over time, stock brokers went out of favor, and people started shifting, David, exactly what you're talking about, to financial advisers. And so that meant that instead of being purely incentivized for you to buy and sell stocks, they were incentivized for your net worth to grow, which is more aligned, still taking typically a large fee, but aligned incentives at least. So index funds were kind of this perfect product for them.
They didn't care whether you traded or not. They just wanted your assets to grow, and they wanted you to be happy with the level of service that you were getting. So it was this like amazing tailwind. This growth of the advisory business became this huge accelerant for index funds. You had amazing channel from it.
Yep. And then the last tailwind is the dot-com era.
Yes. Yes. I love that you're bringing this up. My favorite thing. E-Trade Baby. Yeah. David, why do you think the dot-com era was a tailwind for index funds?
I've always thought that it's ETFs. It's the continuation of the story that we were just saying. Like as people are coming online, trading more, and seeing the option to just within your online brokerage account buy the S&P 500, people are doing it.
Yep. Yep. That is absolutely a big one of them. The technology itself, interest in buying stocks because the dot-com run-up was happening, and people were getting more and more excited to buy stocks. So that was sort of people's introduction to it. But the third one is that they could actually see how much they were getting ripped off by underperforming high-fee active funds where before you work with your stock broker, you end up in a fund, and you kind of get a statement every quarter or once a year, and you're like, "Okay." But every day you log into your whatever your favorite brokerage.com is, and you see performance versus benchmark. You can dive into the research. It's sort of all at your fingertips. And that caused people to go, "Wait, there's an S&P 500 button. Great. That's going to be much better than whatever this thing is that I'm currently in."
Yep. Yep. Amazing. What a revolution. So, the ownership of equities in America went from that 1 to 2% pre-Great Depression to 4.2% in 1949. But even by the 80s, it was still just right around 20%. It wasn't until the bull market of the 80s and 90s where the stock market really took off as a thing that people owned.
So 32% of Americans owned equities, owned any stocks at all. By 2001, it was at 54%.
Wow. And a huge part of that is everything we've talked about, with probably the bigger thing is the rise of the 401k where suddenly people are responsible for their own retirement, and they have a vehicle here which I'm sure we'll talk about in Fidelity.
Oh yeah. And then thirdly, the mutual fund and the index fund just being this very sort of perceived as safe, good way to own equities. And today it's something around 60% of Americans have stock market exposure, which it's funny that it's not just one thing. You need all of these different accelerants to happen over time.
Yes. You say index funds being widely perceived as this good, safe thing to own. One thing we skipped over earlier in the mid-90s was the Oracle of Omaha himself.
That's right. Warren Buffett implicitly endorsed Jack and Vanguard in the 1996 Berkshire annual shareholder letter where he wrote, "The best way to own common stocks is through an index fund that charges minimal fees. Those following this path are sure to beat the net results delivered by the great majority of investment professionals," from the horse's mouth himself. Now, interestingly, if you had invested in Berkshire, it would have been a much, much better investment than just buy the index. I mean, we've been sitting here talking about how the index beats 85% of managers on a long-term basis, especially because you don't have to like leave the bad manager when they become bad and then go find the good manager and incur all the costs involved in that.
Berkshire was the exception. I was prepping for this episode with a good friend of the show from Worldly Partners, Arvind Narayanan. He showed me this chart. From 1965 to 2025, if you had invested in the S&P...
500, you would have kind of unbelievably a 10% compound annual growth rate.
Like the S&P 500 has been amazing at a 10% annual growth rate with dividends reinvested. That's a 405x return.
All right, lay Warren and Charlie on me here. Berkshire was a 19% compound annual growth rate for a 39,000x return.
And that's over 60 years.
That's over 60 years. So when you hear us saying like, oh well, it beats 80% or 85% of other managers over some time frame, Berkshire was the extreme exception. So to hear Warren saying actually what most people should do is buy low-cost index funds like Vanguard goes a long way.
Well, there's more Warren and Berkshire to come on this episode, but you know, to that point though, like I have always thought about Berkshire as the Vanguard of private equity funds. Like it is essentially a no-fee private equity fund. You get to buy shares and you don't pay fees and carry on it.
Yep. It's concentrated though. That's the difference here.
So is a private equity fund.
Right? But I'm saying that's the difference versus a Vanguard S&P.
Oh, yes. Yes. But like the spiritual and cultural resonance between Omaha and Malvern, Pennsylvania, where Vanguard is located, you know, are strong.
That's true. We haven't told listeners yet. This is in the middle of freaking nowhere. Yes. It's like a two-hour train ride from New York City. It's the opposite of the capital of finance.
And also just so happens to be right up the street from where I grew up, which is amazing.
Yeah. Weren't your grandparents some of the first Vanguard investors because they lived nearby?
I was going to save this for the end of the episode, but yeah, my grandparents were among the very, very first fund holders in Vanguard. I couldn't find the exact date, but I believe my grandparents must have become Vanguard clients either in the late '70s or early '80s when like nobody was a Vanguard client.
Before the 100 million mark on the fund.
I think it was just, you know, hey, local company, like great, we'll go with this local company.
