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F.Disclosures Managers must:

1.Ensure that disclosures are truthful, accurate, complete, and understandable and are presented in a format that communicates the information effectively.

I.Managers must not misrepresent any aspect of their services or activities, including (but not limited to) their qualifications or credentials, the services they provide, their performance records, and characteristics of the investments or strategies they use.

II.A misrepresentation is any untrue statement or omission of fact or any statement that is otherwise false or misleading.

III.Managers must ensure that misrepresentation does not occur in oral representations, marketing (whether through mass media or printed brochures), electronic communications, or written materials (whether publicly disseminated or not).

IV.To be effective, disclosures must be made in plain language and in a manner designed to effectively communicate the information to clients and prospective clients.

V.Managers must determine how often, in what manner, and under what particular circumstances disclosures must be made.


2.Include any material facts when making disclosures or providing information to clients regarding themselves, their personnel, investments, or the investment process.

I.Clients must have full and complete information to judge the abilities of Managers and their actions in investing client assets. “Material” information is information that reasonable investors would want to know relative to whether or not they would choose to use or continue to use the Manager.


3.Disclose the following:

a)Conflicts of interests generated by any relationships with brokers or other entities, other client accounts, fee structures, or other matters.

I.Conflicts of interests often arise in the investment management profession and can take many forms. Best practice is to avoid such conflicts if possible. When Managers cannot reasonably avoid conflicts, they must carefully manage them and disclose them to clients.

II.Disclosure of conflicts of interests protects investors by providing them with the information they need to evaluate the objectivity of their Managers’ investment advice and actions taken on behalf of clients and by giving them the information to judge the circumstances, motives, and possible Manager bias for themselves.

III.Examples of some of the types of activities that can constitute actual or potential conflicts of interest are the use of soft dollars or bundled commissions, referral and placement fees, trailing commissions, sales incentives, directed brokerage arrangements, allocation of investment opportunities among similar portfolios, Manager or employee holdings in the same securities as clients, whether the Manager co-invests alongside clients, and use of affiliated brokers.

b)Regulatory or disciplinary action taken against the Manager or its personnel related to professional conduct.

Past professional conduct records are an important factor in an investor’s selection of a Manager. Such records include actions taken against a Manager by any regulator or other organization. Managers must fully disclose any significant instances in which the Manager or an employee was found to have violated standards of conduct or other standards in such a way that reflects badly on the integrity, ethics, or competence of the organization or the individual.

c)Management fees and other investment costs charged to investors, including what costs are included in the fees and the methodologies for determining fees and costs.

I.Investors are entitled to full and fair disclosures of costs associated with the investment management services provided.

II.Material that should be disclosed includes information relating to any fees to be paid to the Managers on an ongoing basis and periodic costs that are known to the Managers and that will affect investors’ overall investment expenses.

III.At a minimum, Managers should provide clients with gross- and net-of-fees returns and disclose any unusual expenses.

IV.A general statement that certain fees and other costs will be assessed to investors may not adequately communicate the total amount of expenses that investors may incur as a result of investing. Therefore, Managers must not only use plain language in presenting this information but must clearly explain the methods for determining all fixed and contingent fees and costs that will be borne by investors and also must explain the transactions that will trigger the imposition of these expenses.

V.Managers should also retrospectively disclose to each client the actual fees and other costs charged to the clients, together with itemizations of such charges when requested by clients.

VI.This disclosure should include the specific management fee, any incentive fee, and the amount of commissions Managers paid on behalf of clients during the period.

VII.In addition, Managers must disclose to prospective clients the average or expected expenses or fees clients are likely to incur.

d)The amount of any soft or bundled commissions, the goods and/or services received in return, and how those goods and/or services benefit the client.

Commissions belong to the client and should be used in their best interests. Any soft or bundled commissions should be used only to benefit the client. Clients deserve to know how their commissions are spent, what is received in return for them, and how those goods and/or services benefit them.

e)The performance of clients’ investments on a regular and timely basis.

I.Clients may reasonably expect to receive regular performance reporting about their accounts.

II.Without such performance information, even for investment vehicles with lock-up periods, clients cannot evaluate their overall asset allocations (i.e., including assets not held or managed by the Managers) and determine whether rebalancing is necessary.

III.Accordingly, unless otherwise specified by the client, Managers must provide regular, ongoing performance reporting.

IV.Managers should report to clients at least quarterly, and when possible, such reporting should be provided within 30 days after the end of the quarter.

f)Shareholder voting policies.

I.To fulfill their duties, Managers must adopt policies and procedures for the voting of shares and disclose those policies and procedures to clients.

II.These disclosures should specify, among other things, guidelines for instituting regular reviews for new or controversial issues, mechanisms for reviewing unusual proposals, guidance in deciding whether additional actions are warranted when votes are against corporate management, and systems to monitor any delegation of share-voting responsibilities to others.

III.Managers also must disclose to clients how to obtain information on the manner in which their shares were voted.

g)Results of the review or audit of the fund or account.

If a Manager submits its funds or accounts (generally pooled or mutual funds) for an annual review or audit, it must disclose the results to clients. Such disclosure enables clients to hold Managers accountable and alerts them to any potential problems.

h)Significant personnel or organizational changes that have occurred at the Manager.

Clients should be made aware of significant changes at the Manager in a timely manner. ”Significant” changes would include personnel turnover, merger and acquisition activities of the Manager, and similar actions.

i)Risk management processes.

I.Managers must disclose their risk management processes to clients. Material changes to the risk management process also must be disclosed.

II.Managers should further consider regularly disclosing specific risk information and specific information regarding investment strategies related to each client.

III.Managers must provide clients information detailing what relevant risk metrics they can expect to receive at the individual product/portfolio level.

来自：金程CFA