Enclosed is a simple, powerful idea that comes to us from CBS Marketwatch's Chuck Jaffe.


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Fund boards are missing in action


By Chuck Jaffe, CBS MarketWatch.com

Last Update: 12:01 AM ET Nov. 16, 2003


BOSTON (CBS.MW) -- Current events suggest that mutual fund boards are lying down on the job. Recent history suggests that it doesn't have to be that way.



About 16 months ago, the board of directors of The Japan Fund (SJPNX: news, chart) dumped the fund's management company. The move was highly unusual, but looking at it in hindsight proves that it's just the kind of action that the industry needs more of, particularly in these times when so many people are contemplating how to "fix" the fund industry.


The Japan Fund opened about 40 years ago as a closed-end fund, and was operating as part of the Zurich Scudder Investments family until the fund's manager left in the wake of a merger with Deutsche Bank AG of Germany. Because the fund was started independently, it had its own directors, rather than using the same trustees as other Scudder funds. That independence is at the heart of this story.


Japan Fund Chairman William Givens notes that the board had been unhappy with how the fund was marketed and with some of the back-room services it was receiving from Scudder, "but until the manager left, we could not justify making a change."


Once the board thought a change might be warranted, it started reviewing its options.


That review is one more boards should make. Think about the thousands of funds where above-average costs and below-average performance are the norm.Those problems were not ailing the Japan Fund. What's more, Zurich Scudder was promoting members of the old manager's team to fill its vacancy, and Deutsche had proven no slouch at managing funds that invest in Japan. Those factors meant that a review might well convince the board to stay put.


But Givens and the board believed the fund could do better if it was run by Fidelity Investments, so they gave Scudder the hook and Fido control of the assets.


While it was easy to be critical of the drastic move -- and indeed, I expressed concern that shareholders might be upset with a change not borne out of awful performance or corporate chicanery -- it is hard to quarrel with the results.


Since the start of July of 2002, according to Morningstar Inc., the Japan Fund is up more than 21 percent, which more than doubles the gains of Scudder Japanese Equity (FJEAX: news, chart) and which is roughly four times the return of the average fund investing in Japanese stocks.


Investors who left the fund to stick with Scudder have been coming back.


The real story, however, is not the success of the fund since the change, it's how the process actually worked in this case and how it has failed in so many others.


Givens, for one, has a good idea of why that is.


"The reason more boards don't do this is that they are captive to the managers," he says. "You've got directors who serve on dozens or hundreds of funds. I don't care if the paperwork says they are independent, can you imagine one of those boards moving, say, three funds to a different company?


"It can't happen in the current structure. The boards are not truly independent."


What's more, Givens notes that the structure hurts fund performance on the whole.


"If boards are not able to move assets from a low-performing manager to a better-performing manager, then the marketplace isn't working," he says. "If every board could do what we did, look for better management, then all of the lower performers would see their assets evaporate and the whole system would improve. Investors would get better returns."


The story of the Japan Fund is interesting for another reason. The directors didn't actually have to justify their reasons for the change to shareholders. The idea of ripping a fund from one management firm and moving it to the next is so unusual, that the only requirement for directors is that they certify reasons for renewing a contract.


That regulation must change.


Just as investors are wondering if they should pull money from funds tainted by scandal, so should directors of those funds be wondering if it's time for a change. In funds directly impacted by the problems, it's hard to believe directors can make a good case for sitting still.


To make sure independent directors do their job, here's a suggestion offered by Givens, that is both simple and brilliant:


If a fund lags in the lowest quartile of its peer group for two years, directors should be required to get proposals from other managers. In that way, boards that currently are incapable of acting on their own might get off their butts and do their job. (Beyond performance, a brush with regulators in a civil action might also be cause for a review.)


Until that kind of change is made, investors should not feel good about the leadership they are receiving from their board of directors. There's an 80-year history of directors doing the minimum to protect shareholders, instead of being pro-active and being a true guardian.


Says Givens: "You can make changes and have directors who really look out for investors. You just can't do it the way funds are being run now."


Chuck Jaffe is a senior CBS MarketWatch columnist. His work appears in dozens of U.S. newspapers. His MoneyLife with Chuck Jaffe radio show airs daily from 11am to 1pm ET on Business 1060 AM WBIX in Boston and on the Web at www.business1060.com



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