WEBVTT

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Imagine for a second, right, that you are standing

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on the sidewalk in a major city just looking

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up at this massive towering skyscraper. Right,

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like one of those glass and steel giants. Exactly.

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And, you know, you assume it's built on solid

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bedrock. You assume it's held together by millions

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of tons of steel and concrete engineered to last

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basically forever. Yeah. I mean, it's a permanent

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fixture of the skyline. You don't look at a skyscraper

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and think about what exact day they are legally

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scheduled to tear it down. No, of course not.

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But then imagine you find out that deep down

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in the basement of this supposedly permanent

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structure, a key load -bearing pillar is resting

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on a ticking stopwatch. Oh, wow. Yeah, and not

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just any stopwatch, but a highly unpredictable

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biological stopwatch. It introduces this strange,

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almost uncomfortable fragility to something that

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otherwise projects total invincibility. So today,

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we are exploring a financial skyscraper you have

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almost certainly heard of. Right, the SPDR S

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&P 500 ETF Trust. Exactly, universally known

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by its ticker symbol SPY. And our mission for

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this deep dive is to figure out how this thing

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actually works. And it is arguably the most important

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piece of technical plumbing in the modern stock

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market. I mean, through SPY, we get this perfect

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lens to examine the unfathomable scale of modern

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quantitative finance and, surprisingly, the highly

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specific ancient legal quirks that hold it all

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together. Yeah, it's wild. We are going to untack

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the mechanics of how the largest, oldest exchange

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-traded fund in the United States actually operates

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day -to -day, how it survived the most brutal

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market crashes in modern history, and crucially,

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we're going to expose that bizarre stopwatch

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in the basement. Because SPY, despite managing

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half a trillion dollars, has a hard legal expiration

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date. Which just sounds impossible. Right. But

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OK, let's unpack this. If you are listening to

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this, you likely already understand the basic

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premise of an index fund. It is essentially the

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financial smoothie. The financial smoothie. I

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like that. Right. Because you want exposure to

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the whole S &P 500, so you buy one share of SPY,

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and you instantly hold a microscopic fraction

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of 500 different massive companies all bling.

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together exactly and the strategy they use is

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known as full replication wait full replication

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yeah so SPY doesn't just sample the index or

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you know, by a representative handful of the

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top performers. It physically holds all 500 stocks

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in the exact proportion to their weight in the

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index. So it's a perfect mirror. Right. If Apple

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or Microsoft represents, say, 7 % of the S &P

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500 index, it represents exactly 7 % of the physical

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shares sitting in SPY's vault. But here is where

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the mechanics get incredibly complex and where

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we kind of need to move past the smoothie analogy.

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because the S &P 500 is not a static recipe.

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No, absolutely not. Stock prices change every

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millisecond, companies go bankrupt, new companies

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get added. If you are managing a fund that holds

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half a trillion dollars, maintaining that...

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perfect micro -fractional balance without blowing

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an absolute fortune on trading fees. I mean,

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that seems like a logistical nightmare. It is

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a massive logistical hurdle, and this is really

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the genius of SPY's underlying architecture.

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To solve this, SPY utilizes a mechanism driven

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by entities called Authorized Participants, or

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APs. Authorized Participants, who are they? These

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are massive institutional banks and liquidity

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providers. And the key thing is they are the

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only ones allowed to directly create or destroy

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shares of SPY. Wait, really? So if I go to my

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brokerage account and buy a share of SPY, I am

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not buying it from the fund itself? No, not at

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all. You are buying it on the secondary market

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from someone else who is selling it. Oh, no.

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Precisely. You are just trading the paper receipt

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back and forth. But let's say there is a massive

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surge in demand from everyday investors, and

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people are just buying STY shares like crazy.

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Right, which normally pushes the price of an

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asset up. Exactly. But SPY is just a mirror.

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Its share price cannot be allowed to float higher

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than the actual literal value of the 500 stocks

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it represents. Which is a metric called the net

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asset value, right? The NAV. Yes, the NAV. Because

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if the mirror distorts, the whole product is

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useless. The tracking error has to... to be zero

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or as close to zero as mathematically possible.

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So what happens when that demand pushes the price

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of a SPY share, even just a penny above the NAV?

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That's when the authorized participants step

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in. They go out into the open market and buy

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the actual shares of the 500 underlying companies

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in their exact S &P proportions. They bundle

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those physical shares together and that basket

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to the ETF trust. And in exchange, the trust

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creates brand new shares of SPY and hands them

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back to the AP. And then the AP turns around

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and sells those brand new SPY shares on the open

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market, pocketing that tiny penny wide difference

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as a risk -free arbitrage profit. You got it.

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And by flooding the market with new shares, they

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drive the price of SPY back down until it perfectly

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matches the NAV again. That is brilliant. And

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it works in reverse, too. If everyone panics

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and sells SPY, driving its price below the underlying

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assets, the APs buy up the cheap SPY shares,

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hand them to the trust to be destroyed. receive

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the actual physical stocks in return. Which they

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then sell for a profit. Exactly. This constant

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high frequency arbitrage is what keeps the ETF

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pegged exactly to the market. You know what really

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fascinates me about this authorized participant

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structure is that it explains SPY's famous net

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expense ratio. Oh, the fees. Yeah. Right. The

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fund charges investors an incredibly low .0945

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percent annually. I mean, it's virtually a rounding

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error. It really is. And they can afford to charge

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so little because the fund itself isn't doing

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the heavy lifting. They aren't constantly buying

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and selling stocks on the open market to manage

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demand. Yeah. They outsource all that labor to

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the APs, who do it willingly for those arbitrage

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profits. It is a completely elegant, self -regulating

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ecosystem. And that underlying architecture,

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you know, treating a basket of stocks like a

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physical commodity that can be deposited and

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receded, that was actually born out of the commodities

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market. Right. Going back to the origins, because

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SBY officially launched on January 22, 1993.

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Developed by two executives from the American

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Stock Exchange, Nathan Most and Steve But Nathan

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Most didn't start in equities, did he? He was

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a commodities guy. He was. And in commodities,

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you have a physical reality. You have a warehouse

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full of, say, gold bars, and you issue paper

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receipts that represent claims on that gold.

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Because people trade the receipts instead of

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driving trucks full of gold around. Right. That

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would be ridiculous. So Most looked at the stock

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market and realized you could do the exact same

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thing with a basket of 500 stocks. You put the

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stock certificates in a metaphorical warehouse,

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the trust, and you issue tradable receipts against

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them. Which is exactly what an ETF is. Yes. But

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SPY wasn't the very first attempt to build this

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warehouse, was it? I read there was a product

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launched in 1989 called Index Participation Shares.

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Yes, index participation shares, or IPS. They

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were essentially the beta test for this whole

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concept. But they ran into immediate structural

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and regulatory friction. What kind of friction?

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Well, the commodities exchanges and the futures

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regulators looked at IPS and argued it was actually

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a futures contract, not a stock. Oh, I see. Which

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led to massive jurisdictional battles between

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the SEC and the CFTC. So the 1989 version just

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got completely bogged down and eventually delisted.

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So most in bloom really had to thread. a massive

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regulatory needle for the 1993 launch. They partnered

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with State Street Global Advisors to act as the

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trustee, ensuring the structure was legally recognized

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as a portfolio of physical equities, not a derivative

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contract. Exactly. And it worked. It completely

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revolutionized modern investing by democratizing

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access to the entire market. It did. But, you

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know, if we think about it, that Structural rigidity,

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the fact that it is a passive, unthinking mirror

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executing a full replication strategy that brings

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a brutal psychological reality for the investor.

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Yeah, if we connect this to the bigger picture,

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it is entirely on autopilot. Right. There is

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no portfolio manager at State Street sitting

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at a terminal looking at economic data and saying,

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the housing market looks incredibly unstable

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right now. Let's move 20 % of SPY's assets into

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cash to protect our investors. No. The fund is

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legally obligated to just ride the... ship down.

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That is the ultimate trade -off. When you look

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at the historical performance data, the extremes

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are just stark. In a boom year, the autopilot

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is your best friend. In 1995, SPY delivered a

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37 .23 % return. Wow. And in 2024, it posted

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a 24 .35 % return. You get total unmitigated

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exposure to the upside. But when the floor falls

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out, it faithfully replicates the disaster. I

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mean, look at the dot -com bubble. SPY dropped

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26 .60 % in 2001. And because it can't adjust

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its strategy, it took another 20 .46 % hit the

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very next year in 2002. It's brutal. Or the 2008

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financial crisis, a devastating 21 .84 % drop.

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If this thing just blindly follows the market,

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doesn't that mean it takes the brutal hits just

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as hard as the wins? It does. But this is where

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understanding the mechanics we just discussed

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becomes crucial. During 2008, liquidity in the

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underlying stock market was seizing up. Right.

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People were panicking. Individual companies were

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incredibly difficult to trade. But SPY continued

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to function. Because of the authorized participant

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mechanism, investors could still trade SPY shares

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instantly. So the ETF structure actually provided

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a layer of liquidity and price discovery when

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the underlying market was deeply distressed.

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Exactly. The machine didn't break. It just accurately

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reported that the building was on fire. That's

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a great way to put it. And for the investors

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who understood that and who had the stomach to

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stay on the ride, the long -term compounding

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is just staggering. Because SBY doesn't just

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track price right. The structure accounts for

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the reinvestment of dividends from those 500

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companies. Which is the silent engine of long

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-term market returns. And that engine drove SBY

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to a historic milestone. In February 2024, SPY

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became the first ETF in the history of global

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finance to reach $500 billion in assets under

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management. Half a trillion dollars. Half a trillion.

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It is really difficult to fully conceptualize

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that scale. Five hundred billion dollars represents

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the bedrock of countless global retirements,

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institutional endowments and municipal treasuries.

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It has become a foundational pillar of the global

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economy. Which makes us stop watching the basement

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all the more jarring. Oh, absolutely. Here's

00:10:25.090 --> 00:10:27.149
where it gets really interesting. You have a

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half trillion dollar quantitative juggernaut

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built on a flawless arbitrage mechanism holding

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the equity of the five hundred most powerful

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companies on earth. It operates with cold algorithmic

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precision. And yet, legally, it is not allowed

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to exist forever. Yeah, this is one of the most

00:10:43.700 --> 00:10:47.659
fascinating intersections of modern high finance.

00:10:48.120 --> 00:10:50.820
ancient common law. It really is. Because the

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expiration date isn't a glitch, it is a fundamental

00:10:53.740 --> 00:10:56.779
requirement of how SPY is legally structured.

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Right, because SPY was designed back in 1993,

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before modern ETF regulations were fully standardized.

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So most in bloom structured it as a unit investment

00:11:07.340 --> 00:11:10.509
trust, or UIT. Yes, and a unit investment trust

00:11:10.509 --> 00:11:14.009
is a very specific, inflexible legal vehicle.

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Unlike a standard mutual fund or a modern corporation,

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a UIT has no board of directors. It has no active

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portfolio manager. Just the autopilot. Exactly.

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It operates strictly according to the fixed rules

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drafted in its foundational trust document. State

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Street Global Advisors Trust Company is the trustee,

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but they are just the administrators executing

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the rules. They have absolutely no discretionary

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power over the assets. They are essentially a

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robotic following a script. Right. But because

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it is structured as a passive trust with no active

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human governance, it runs headfirst into a legal

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concept known as the rule against perpetuities.

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The rule against perpetuities is this old, deeply

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embedded principle of Anglo -American common

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law. Historically, the law hates the concept

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of a dead hand trust. A dead hand trust. Yeah,

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the idea that someone could put property into

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a trust with strict, unchangeable rules and have

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those rules dictate the use of that property

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for ever, centuries after the creator has died.

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Oh, I see. So the law demands that eventually

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assets have to fully vest to living, breathing

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people who can make active decisions about them.

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You can't just lock wealth away in a perpetual

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unthinking legal vault. Exactly. Because SPY

00:12:22.830 --> 00:12:25.789
is a UIT, without a board of directors to actively

00:12:25.789 --> 00:12:28.370
govern it, it qualifies as one of these passive

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trusts. Therefore, it legally cannot exist in

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perpetuity. The founders were forced to write

00:12:33.370 --> 00:12:35.250
an expiration date into the trust agreement.

00:12:35.470 --> 00:12:37.570
They couldn't just pick a random year like, say,

00:12:37.690 --> 00:12:40.429
2500, right? No. No. Under the constraints of

00:12:40.429 --> 00:12:42.990
trust law, they had to peg the lifespan of the

00:12:42.990 --> 00:12:45.549
trust to human lives. Specifically, people who

00:12:45.549 --> 00:12:47.389
were alive at the time the trust was created

00:12:47.389 --> 00:12:50.549
in 1993. This is the concept of measuring lives.

00:12:50.970 --> 00:12:53.330
And this is where the story shifts from a dry

00:12:53.330 --> 00:12:55.730
legal textbook into something almost surreal.

00:12:56.220 --> 00:12:59.080
Because they didn't just find 11 random infants.

00:12:59.559 --> 00:13:01.580
No, they didn't. Eight of the 11 individuals

00:13:01.580 --> 00:13:03.639
chosen were directly connected to the employees

00:13:03.639 --> 00:13:05.519
of the American Stock Exchange who were working

00:13:05.519 --> 00:13:07.740
on the ETF project at the time. You can almost

00:13:07.740 --> 00:13:10.480
picture it, right? The legal team realizing they

00:13:10.480 --> 00:13:12.879
need measuring lives, walking down the hall at

00:13:12.879 --> 00:13:15.059
the AMEX, and essentially asking their colleagues,

00:13:15.580 --> 00:13:18.659
hey, did anyone here just have a baby? We need

00:13:18.659 --> 00:13:21.440
to attach their biological lifespan to this multi

00:13:21.440 --> 00:13:23.840
-billion dollar legal instrument. It's incredible.

00:13:24.259 --> 00:13:27.039
They took 11 millennials who were just toddlers

00:13:27.039 --> 00:13:29.779
or infants in 1993 and wrote them into the foundational

00:13:29.779 --> 00:13:33.059
plumbing of the global stock market. Yep. The

00:13:33.059 --> 00:13:35.580
actual legal wording dictates a very specific

00:13:35.580 --> 00:13:38.559
formula for the bomb to go off. SPY will cease

00:13:38.559 --> 00:13:43.179
to exist on January 22, 2118 or 20 years after

00:13:43.179 --> 00:13:45.580
the last of those 11 specific individuals dies,

00:13:45.899 --> 00:13:48.879
whichever comes first. It creates this wild juxtaposition.

00:13:48.940 --> 00:13:51.799
You have high frequency trading algorithms executing

00:13:51.799 --> 00:13:54.759
microsecond arbitrage, all resting on the biological

00:13:54.759 --> 00:13:57.320
longevity of 11 ordinary people. Let's play out

00:13:57.320 --> 00:13:59.379
the scenario because it's fascinating. January

00:13:59.379 --> 00:14:03.840
22, 2118. is the absolute hard deadline. But

00:14:03.840 --> 00:14:05.919
let's say medical science doesn't dramatically

00:14:05.919 --> 00:14:09.720
extend lifespans and the last of these 11 millennials

00:14:09.720 --> 00:14:11.960
who are in their early 30s right now walking

00:14:11.960 --> 00:14:15.000
around getting coffee completely oblivious or

00:14:15.000 --> 00:14:17.799
maybe acutely aware of their status passes away

00:14:17.799 --> 00:14:20.690
in the year 2085. The moment that last individual

00:14:20.690 --> 00:14:23.370
dies, a 20 -year legal countdown clock starts

00:14:23.370 --> 00:14:26.389
ticking. In the year 2105, regardless of what

00:14:26.389 --> 00:14:30.590
the market is doing, the SPDR S &P 500 ETF trust

00:14:30.590 --> 00:14:33.470
is legally required to dissolve. Now, to be clear

00:14:33.470 --> 00:14:35.509
to you listening, the money doesn't just evaporate.

00:14:35.710 --> 00:14:39.389
Right, right. The $500 billion, or whatever unfathomable

00:14:39.389 --> 00:14:41.570
amount it is compounded to by then, belongs to

00:14:41.570 --> 00:14:43.570
the shareholders. But the trust must liquidate.

00:14:43.690 --> 00:14:45.769
It has to sell all the underlying shares, return

00:14:45.769 --> 00:14:47.730
the cash to the investors, and close its doors

00:14:47.730 --> 00:14:50.830
forever. The ticker symbol SPY will cease to

00:14:50.830 --> 00:14:53.570
exist. It forces a total unwinding of the largest

00:14:53.570 --> 00:14:55.919
index fund on the planet. It's just mind -blowing.

00:14:56.019 --> 00:14:58.000
We've covered an immense amount of ground today.

00:14:58.480 --> 00:15:02.980
We mapped out how SPY utilizes authorized participants

00:15:02.980 --> 00:15:06.080
and a full replication strategy to mirror the

00:15:06.080 --> 00:15:09.159
500 largest US companies for a fraction of a

00:15:09.159 --> 00:15:11.830
percent. We explored how its passive, unyielding

00:15:11.830 --> 00:15:14.210
architecture survived the dot -com bubble and

00:15:14.210 --> 00:15:17.549
the 2008 financial crisis to amass over half

00:15:17.549 --> 00:15:20.129
a trillion dollars. And we pulled back the floorboards

00:15:20.129 --> 00:15:23.750
to reveal the 11 millennials serving as the biological

00:15:23.750 --> 00:15:26.509
ticking clock for this entire system. You know,

00:15:26.509 --> 00:15:29.029
understanding that expiration date leaves us

00:15:29.029 --> 00:15:31.649
with a fascinating market mechanics problem to

00:15:31.649 --> 00:15:34.470
consider. Think about what happens as that forced

00:15:34.470 --> 00:15:37.250
liquidation actually approaches. Right. If society

00:15:37.250 --> 00:15:39.509
makes it to the 2110s, you are going to have

00:15:39.509 --> 00:15:42.269
a legally mandated, entirely public event where

00:15:42.269 --> 00:15:44.629
half a trillion dollars must be unspooled and

00:15:44.629 --> 00:15:47.429
sold off. It will literally be the largest forced

00:15:47.429 --> 00:15:49.830
liquidation in human history. And everyone will

00:15:49.830 --> 00:15:51.690
have the exact date circled on their calendar.

00:15:51.889 --> 00:15:54.610
Exactly. Every hedge fund, every trading algorithm,

00:15:54.809 --> 00:15:57.309
every institute. bank on earth will see it coming

00:15:57.309 --> 00:15:59.970
decades in advance. The market is entirely built

00:15:59.970 --> 00:16:02.169
on anticipating future events and pricing them

00:16:02.169 --> 00:16:05.309
in today. So how does the global financial system

00:16:05.309 --> 00:16:07.669
front run the death of its own largest asset?

00:16:08.039 --> 00:16:11.080
Do the authorized participants slowly drain the

00:16:11.080 --> 00:16:14.019
liquidity? Do competitors launch identical funds

00:16:14.019 --> 00:16:16.559
and engineer a massive coordinated migration

00:16:16.559 --> 00:16:19.279
of capital before the clock runs out? Or does

00:16:19.279 --> 00:16:21.899
the sheer scale of the forced selling trigger

00:16:21.899 --> 00:16:24.799
a systemic market distortion? It makes you wonder

00:16:24.799 --> 00:16:28.039
what other massive, seemingly immortal institutions

00:16:28.039 --> 00:16:30.899
in our modern lives are actually running on incredibly

00:16:30.899 --> 00:16:33.860
fragile, temporary legal quirks just waiting

00:16:33.860 --> 00:16:36.750
to expire. How much of our seemingly permanent,

00:16:37.110 --> 00:16:39.169
untouchable financial reality is just waiting

00:16:39.169 --> 00:16:41.730
for the right obscure legal trigger to force

00:16:41.730 --> 00:16:43.870
a total reinvention? The foundation is always

00:16:43.870 --> 00:16:46.330
more fragile than the skyline suggests. It really

00:16:46.330 --> 00:16:48.029
is. Thanks for joining us for this deep dive.

00:16:48.250 --> 00:16:48.870
We'll see you next time.
