Kim’s former university roommate, Donna Miriam, is now a legal expert in mergers and acquisitions. Miriam has a number of connections to senior associates who specialize in this area of law at large, well-known law firms. She updates Kim when she hears a deal is about to be completed. Kim uses this information as part of a mosaic of information she gathers from her own research and information from other experts in her network. After Kim has determined that Miriam’s information is likely to be correct, Kim trades derivative securities of the acquisition target. In the past 18 months, her merger and acquisition investments have resulted in profits of $10 million for the hedge fund. Kim also manages a separate account for Miriam, who has authorized Kim to replicate the trades in the acquisition targets for her account. Because Miriam provides this valuable information, Kim makes sure she trades Miriam’s account before any other client trades.
Kim’s relationship with Miriam is consistent with the CFA Institute Standards of Professional Conduct concerning:
A. Priority of Transaction.
B. Fair Dealing.
C. Material Nonpublic Information.
Solution
A is correct. Standard VI(B)–Priority of Transactions concerns investment transactions for clients and employers having priority over investment transactions in which a member or candidate is the beneficial owner. Because Kim does not have beneficial ownership in securities traded in client accounts, this standard has not been violated. By purchasing shares for Miriam’s account before other client accounts, Kim has violated Standard III(B)–Fair Dealing, which requires members and candidates to treat all clients fairly when taking investment action with regard to general purchases. In addition, because Kim’s trades are based on material nonpublic information, they are in violation of Standard II(A)–Material Nonpublic Information. The mosaic theory is not applicable here because Kim used it as a way to hide her receipt of material nonpublic information.
B is incorrect because Standard III(B)–Fair Dealing requires members and candidates to treat all clients fairly when taking investment action with regard to general purchases. By purchasing shares for Miriam’s account before other client accounts, the manager has violated this Standard.
C is incorrect because the hedge fund manager’s trades are based on material nonpublic information and violate Standard II(A)–Material Nonpublic Information. Even though the manager trades derivatives and uses the mosaic theory to try and hide her receipt of material nonpublic information, it does not alleviate her from the fact that she has had access to material nonpublic information and should not act on the information. Deciding to do research on a company is an act; doing so because of material nonpublic information is a violation.
I honestly went for C. Can someone explain if this question is correctly worded, and the solution provided as being A is unquestionably correct?