## **Learning Outcomes**

This article explains the application of CFA Institute Standards of Professional Conduct to material nonpublic information and market manipulation in a portfolio management setting. It clarifies how to determine whether information is material and nonpublic, differentiate legitimate research from prohibited insider trading, and evaluate when the patchwork theory can be used appropriately. The article explains the purpose and design of information barriers, restricted lists, and preclearance systems, and how these tools reduce compliance risk for investment firms and individual practitioners. It highlights common exam-style scenarios involving tips, rumors, selective disclosures, and analyst briefings, and guides you in identifying when trading must be restricted or escalated to compliance. The article also examines typical forms of market manipulation—such as wash trades, marking the close, and pump‑and‑dump schemes—and how to distinguish normal trading from manipulative intent. Finally, it connects these ethical principles to practical portfolio management decisions, enabling rigorous, standards‑consistent responses under CFA Level 3 exam conditions.

## **CFA Level 3 Syllabus**

For the CFA Level 3 exam, you are expected to understand the ethical and professional responsibilities that apply when handling material nonpublic information and market manipulation risks in portfolio context, with a focus on the following syllabus points:

- Recognizing and applying the CFA Standards concerning insider trading and market manipulation
- Defining 'material', 'nonpublic', and determining what constitutes inside information
- Understanding procedures for handling, controlling, and communicating potentially market-sensitive information
- Identifying and responding to market manipulation scenarios
- Recommending protocols to maintain compliance and avoid ethical breaches

## **Test Your Knowledge**

_Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision._

1. Which two characteristics must information possess to be considered 'material nonpublic information' under the CFA Standards?
2. Is using information obtained from a public analyst research report before market consensus is formed a violation of the CFA Standards regarding insider trading?
3. What is the key distinction between legitimate market activity and market manipulation under CFA Institute guidance?
4. State two compliance procedures that help prevent insider trading violations in an investment firm.

## **Introduction**

Portfolio managers frequently encounter information that is not yet available to the general marketplace. Deciding when and how to use such information is a critical ethical and legal responsibility for CFA charterholders. The CFA Institute Standards of Professional Conduct set clear expectations for the handling of material nonpublic information and explicitly prohibit market manipulation. This article summarizes the application of these Standards in a portfolio management context and provides practical guidance for complying with both exam and professional duties.

> **Key Term: Material Nonpublic Information**
> Information is material if its disclosure would likely affect the price of a security or if reasonable investors would consider it important in investment decisions. Information is nonpublic if it has not been made available broadly to the marketplace and cannot be obtained by public means.
>
> **Key Term: Insider Trading**
> Trading or causing others to trade a security based on material nonpublic information, in violation of a duty of trust or confidence, or the CFA Standards.
>
> **Key Term: Market Manipulation**
> Practices intended to mislead market participants by distorting price or trading volume, including dissemination of false or misleading information or artificially affecting supply and demand.

## CFA Professional Standard – Material Nonpublic Information

CFA Standard II(A) prohibits acting or causing others to act on material nonpublic information. To breach this standard, both elements—material AND nonpublic—must be present.

### Recognizing Materiality

Information is material if a reasonable investor would want to know the information before making an investment decision. Earnings surprises, significant new contracts or losses, senior management changes, pending takeovers, or regulatory actions often meet this test.

### What is Nonpublic

Information is nonpublic if it is not generally disseminated to the marketplace. Disclosure to a select group (such as company executives, investment bank clients, or a single adviser) does not satisfy the requirement of broad public dissemination.

### Patchwork Theory

CFA charterholders can lawfully use the patchwork theory: assembling conclusions from a mix of public, nonmaterial nonpublic, and own analysis, provided that no material nonpublic information is used.

### Information Barriers and Policies

Firms must establish robust compliance procedures—often called 'information barriers' (or 'Chinese Walls')—to prevent the flow of sensitive information between departments (such as investment banking and portfolio management) and to ensure fair market access.

### **Worked Example 1.1**

**A senior analyst at Zarken Asset Management overhears a CFO bragging at an airport bar about an impending merger announcement. Can Zarken’s team trade immediately on this information?**

> **Answer:**
> No. As the merger is likely material and the information is currently nonpublic, trading would violate Standard II(A). The firm should refrain from trading until the information becomes public through a legitimate, broad release.

### **Revision Tip**

Trading based on market rumors may violate CFA policy if you have reason to suspect the rumor originated from a breach of confidentiality.

## Insider Trading in Portfolio Management Practice

Portfolio managers can easily encounter tips, rumors, or privileged communications. The following guidelines apply:

- Do NOT trade or cause others to trade on material nonpublic information, regardless of source.
- Confirm the information's public status and materiality before acting.
- If unsure, consult compliance/legal counsel and document steps taken.
- Internal research or conclusions from patchwork analysis can be traded upon—provided no material nonpublic information is used.
- CFA Standard II(A) applies equally to ALL global capital markets.

### **Worked Example 1.2**

**A portfolio manager receives an email from a friend at a listed company stating that “next quarter’s results will materially exceed analyst forecasts.” What should the manager do?**

> **Answer:**
> The information is both material and nonpublic. The manager must not trade or direct trades until the information is widely public. The manager should also inform compliance of potential insider contact.

### **Exam Warning**

> On the CFA exam, be cautious about 'grey area' scenarios that involve accessing private filings, selective analyst briefings, or rumors from questionable sources. Always confirm both the information's materiality and whether it's truly public before proceeding.

## Market Manipulation in Portfolio Context

CFA Standard II(B) prohibits all forms of market manipulation, whether by price, volume, or spreading false/misleading information. Manipulation distorts efficient market function and undermines confidence.

Common forms of manipulation include:

- Deliberately spreading false or exaggerated rumors to move market prices
- Wash trades—creating artificial volume without legitimate economic interest
- Marking the close—trading at end of day to influence closing prices
- Pump-and-dump—buying to inflate a security, then selling to profit on the surge

Portfolio managers must avoid actions that could be construed as manipulative, regardless of client or personal benefit.

> **Key Term: Wash Trading**
> Executing trades that offset each other to create the appearance of activity without a genuine market position, misleading other participants.
>
> **Key Term: Marking the Close**
> Conducting trades near the end of the trading day in an effort to manipulate a security’s closing price.

### **Worked Example 1.3**

**A portfolio manager enters a series of small trades to push up the price of a thinly traded stock just before reporting month-end portfolio valuations. Is this permissible?**

> **Answer:**
> No. Such trading is considered manipulative (marking the close) and violates CFA professional standards.

## Procedures for Compliance

To reduce the risk of violating standards regarding material nonpublic information and market manipulation, investment firms should implement:

- Comprehensive written compliance manuals detailing information handling, trading, and reporting
- Training programs to emphasize what is material, nonpublic, and the consequences of breach
- Preclearance and restricted lists for securities
- Procedures for wall crossing and monitoring of communications
- Clear disciplinary consequences for violations

### **Revision Tip:**

Maintaining thorough records of communications, decisions, and research processes provides evidence of compliance—strongly recommended for exam and workplace.

## **Summary**

CFA charterholders must never act or cause others to act on material nonpublic information, or participate in any form of market manipulation. 'Material' means the information likely affects the investment decision; 'nonpublic' means not broadly disseminated. Market manipulation includes any action intended to mislead market participants, create artificial prices/volumes, or disseminate false or exaggerated information. Professional and compliance procedures—such as information barriers, restricted lists, and robust documentation—are critical both for managing portfolios and for ethical exam performance.

## **Key Point Checklist**

_This article has covered the following key knowledge points:_

- Define material nonpublic information and apply Standards II(A) and II(B) to real scenarios
- Recognize that both materiality and nonpublic status must apply for insider trading violations
- Differentiate between patchwork theory and prohibited trading
- Identify common examples and forms of market manipulation
- Recommend and justify main compliance protocols for CFA exam purposes

## **Key Terms and Concepts**

- Material Nonpublic Information
- Insider Trading
- Market Manipulation
- Wash Trading
- Marking the Close

Standards application in portfolio context - Material nonpublic information and market manipulation risks