How Can I Get a Seat on the Board?

Mutual Funds

How Can I Get a Seat on the Board?

I'm an average investor with less than $25,000 in any given mutual fund. Once again I'm being asked to elect a fund's board of directors. I've never met these people, and they haven't told me how they would represent me as a shareholder. So I'm wondering how I can serve on the board. I probably know the average investor better than they do. -- April Peavey, Hollis, N.H.

It's no easy feat for the average Joe -- or April -- to land a seat on a fund's board of directors. Much depends on who you know. "If you have the background and knowledge of the industry, and you can bring something to the table, of course you can serve on the board," says Neil Hennessy, president and portfolio manager of the Hennessy funds. "But I've been in this industry for 28 years, and nobody's ever asked me to be on a board of directors."

Hennessy's board includes a retired executive from the American Automobile Association and the sheriff of Marin County, Cal. "The sheriff has several hundred people under him and manages a budget," says Hennessy. "You don't get into such a leadership position without honesty and ethics."

By law, the majority of a fund's directors must be independent, with no official connection to the management company. Remaining board members may be, and often are, insiders from the management company. Virtually all fund boards have a nominating committee to which you can send a résumé, says Bob Dorsey, of Ultimus Fund Solutions, which provides services for small and midsize funds. "Take a look at the current composition of the board and write a letter explaining your own qualifications," says Dorsey.

Directors are in charge of hiring (and firing) fund managers, setting fees and watching out for shareholders' interests. It makes sense that they should have expertise in financial serv-ices and "be up to speed on things like corporate governance and Sarbanes-Oxley," says Nell Minow, co-founder of the Corporate Library, which focuses on governance issues. "That's more important than understanding what it's like to be an investor."


As an investor, you can still influence your fund's business operations by attending shareholder meetings or voting for board members by proxy.

Roth timetables

I opened my first Roth IRA in 1998 and have made contributions every year since then. In 2003, I opened another Roth with a different broker. Now I'm retiring and would like to start withdrawing money from my Roth accounts. I know you have to be at least 59 and have had the Roth for five years to withdraw money without paying taxes or penalties. Do the five years start when you first open a Roth, or does each new account have its own time period? -- E.S., via e-mail

The five-year rule applies only to your initial Roth contribution, and that's the case even if you open other accounts later. The Roth doesn't even need to be open for a full five years. Instead, you must wait until four calendar years have passed after the tax year in which you made your initial contribution. For example, if you made your 1998 contribution by the tax-filing deadline -- even as late as April 15, 1999 -- the clock started ticking on January 1, 1998. That means you could have made tax- and penalty-free withdrawals in 2003.


As you point out, to escape taxes and penalties, you must be at least 59. Withdrawals are also tax-free if they are taken due to death or disability. And you can use up to $10,000 tax- and penalty-free toward the purchase of a first home.

Remember, however, that those rules apply only to your earnings in a Roth. You can withdraw your contributions at any time and for any reason. What's more, your initial withdrawals are considered to be from contributions rather than earnings, so they're tax-free. And the amount is based on your total contributions rather than how much you have put into each account. So if you've contributed $5,000 to your first Roth and $10,000 to the second, you can withdraw $15,000 from either account, or a combination of the two, without being taxed.

B-share conversions

I own two mutual funds that converted from Class B shares to Class A shares. Can you explain this process and also tell me whether I was charged any fees for this changeover? -- Dave L., via e-mail

B shares are converted to A shares once you've finished paying the commission to the broker, financial planner or insurance agent who sold you the fund. You did that by paying the annual 12b-1 fee of about 1% that B shares levy (typically for five or six years on stock funds). When you've finished, the fund company switches you to lower-cost A shares, which usually charge an annual 12b-1 fee of 0.25%.


A spokesman for the broker-sold MFS funds tells us that conversion is automatic and does not involve any additional costs for shareholders. When shares are converted, MFS sends a confirmation to the account holder. We have no reason to think that it works any differently at other fund shops (learn more about fund alphabet soup at

My thanks to Katy Marquardt and Manny Schiffres for their help this month.

Got a question? Go to Ask Kim or write Ask Kim, 1729 H Street, N.W., Washington, DC 20006. Kimberly Lankford is the author of Ask Kim for money smart solutions (kaplan, $18.95).