SEC Seeks Fresh Air in Proxy Statements

Article excerpt

The Securities and Exchange Commission wants investors to know more about mutual funds and their behind-the-scenes directors. And it plans to get the word out by amending proxy-disclosure rules that have not been tinkered with since their adoption 30 years ago.

The agency issued the proposed proxy changes at a public meeting last week. Simply put, the proposal would require fund companies to provide substantially more information about fees and expenses. Public comment is being sought for 60 days.

Under the revisions, proxy statements would have to reveal the total compensation a director receives from all fund boards within a single fund family. Directors routinely serve on the boards of several different funds within a given family.

Wide Range of Compensation

Compensation for fund directors varies widely. According to Fund Directions, an industry newsletter, pay ranges from $1,600 for small funds families to $145,800 for large groups.

Trustees of bank funds generally are paid about the same as directors of other mutual funds, said Brian W. Smith, a partner at Mayer, Brown & Platt, a Washington law firm whose clients include a number of bank-managed mutual funds.

Fund trustees hire and oversee the advisers who make investment decisions and keep tabs on the funds' distributors, accountants, and others.

|A Little Unclear'

Bankers are prohibited by the Glass-Steagall Act from serving on the boards of their institutions' proprietary funds. Bank officers do, however, frequently nominate board members.

Mr. Smith said the SEC's proposals should not be too difficult to digest. "It's a little unclear as to how far it will go," he said. "But I don't think it will be a major event."

The SEC also proposed at last week's meeting to ease the rules for allowing mutual fund companies to organize their funds in the popular multiple-classes-of-shares structure. …