The MFDF isn’t alone in reminding fund directors of the need for diligence and independence. In remarks at the  Securities Enforcement Forum on  October 9, 2013, SEC Chair Mary Jo White dismissed suggestions that the SEC’s recent focus on “gatekeepers,” including fund directors, may drive away qualified candidates “for fear of being second-guessed or blamed for every issue that arises.”

While White said she is “sensitive” to that concern, she effectively stated that if you can’t stand the heat, get out of the kitchen. “[B]eing a director or in any similar role where you owe a fiduciary duty is not for the uninitiated or the faint of heart,” she said.

But, take heart: the Chair said that the SEC won’t come after gatekeepers that do their jobs by “asking the hard questions, demanding answers, looking for red flags” and raising their hands. All you have to do, fund directors, is do your job and carry out your fiduciary responsibilities. And remember, the SEC is watching you!