In June 2004, the SEC required mutual fund boards to disclose additional information about the inputs and processes involved in advisory contract approvals to help investors make more informed decisions and to encourage independent directors to act more independently when negotiating advisory fees. We find that CEF advisory fees are more likely to decrease after the 2004 SEC amendments, especially for those CEFs with high advisory fees and low investment performances. After the 2004 SEC amendments, CEF advisory rates decrease on average and the magnitudes of their decreases increase. We find that more board meetings and the likelihood of a decrease in advisory fees after the amendments increases with the number of board meetings. Our results are not only supported by textual analysis and type of filing downloads but are also robust to time-series placebo tests, changes in the ratios of independent directors, and funds belonging to “scandal” families. Overall, our results are consistent with the notion that the 2004 SEC amendments successfully encouraged independent fund directors to exert more effort and to act more independently in negotiating advisory fees with fund advisors.

Using a unique, large, and partially hand-collected panel database of U.S. closed-end funds (CEFs) during 1994–2013, we examine relations between board effectiveness and board structure. CEF boards with higher percentages of independent directors are associated with lower expense ratios and different CEF benchmark-adjusted returns, but not with CEF premiums. Thus, independent directors are more effective in monitoring and influencing fund performance measures that are less complex and more directly controllable (fees versus CEF returns). These results are consistent with theoretical and empirical findings in the literature that interested directors can better monitor and control firms with high degrees of information asymmetry, uncertainty, and require specialized knowledge to operate. Our results suggest that CEFs with higher board ownerships are better aligned with shareholders' interests. Ownerships of directors are positively and significantly associated with most variables that are expected to indicate greater value from the monitoring of directors. Using a dynamic panel two-step system generalized method of moments estimator, our results are robust in the presence of endogeneity concerns (reverse causality, unobserved heterogeneity, and simultaneity).