CFA Institute
ASSET MANAGER CODE ADVISORY COMMITTEE
TERMS OF REFERENCE
The Asset Manager Code Advisory Committee (“AMCAC”) is a standing committee of the
Standards and Financial Market Integrity Division (the “Division”) of CFA Institute. The
AMCAC’s activities will be overseen by the Division’s Managing Director.
The following policies and procedures are to serve as guidelines in conducting the work of the
AMCAC. They may be amended on an as needed basis to better serve the needs of the AMCAC
and to increase the efficiency of operations.
Purpose
The AMCAC serves as the advisory committee for the CFA Institute Asset Manager Code of
Professional Conduct. The AMCAC is responsible for assisting the Division’s professional staff
with the ongoing oversight and promotion of the standards. The AMCAC will also work to foster
integrity in the capital markets through promoting the adoption and implementation of a single
code of professional conduct for investment firms throughout the world.
Objectives
1. To achieve this purpose, the AMCAC will, among other things:
Provide continuous oversight of the CFA Institute Asset Manager Code of Professional
Conduct to assist the Division’s professional staff with:
i. Maintaining existing standards,
ii. Interpreting and providing additional guidance on existing standards,
iii. Identifying ethical and professional conduct issues not covered by existing
standards, and
iv. Revising or amending existing, or developing new, standards as required;
Assisting CFA Institute in its liaison with global firms, legislative, regulatory, and
standard-setting bodies, and the global investment community who seek to improve the
ethics and integrity of investment professionals
Determine whether standards adopted by local or regional regulators or professional
groups are consistent with the standards.
Process
2. The primary function of the AMCAC is to identify and address current and emerging issues
that are expected to impact the principles included in the CFA Institute Asset Manager Code
of Professional Conduct. The AMCAC will address these through a variety of mechanisms,
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including position papers, meetings with regulators, standard-setting bodies and relevant
industry groups, presentations, comment letters, media appearances and written statements.
3. AMCAC initiatives will be prioritized to deliver the greatest impact on global market
integrity. AMCAC proposals for position papers and other research projects will be reviewed
and approved by the Division’s professional staff, within the resources allocated through the
annual budget process of CFA Institute.
4. The AMCAC may employ additional policies and procedures for the efficient and effective
functioning of the committee except that such additional policies and procedures may not
conflict with the AMCAC Terms of Reference, or the CFA Institute Bylaws.
Membership
5. The AMCAC will consist up to (12) member, including the Chair and the Director of the
AMCAC. AMCAC members will be appointed to one (1) year terms, renewable annually at
the discretion of such Committee as designated by the Board for a maximum of six (6)
consecutive years. Terms of office begin on September 1st of each year.
6. The position of Director of the AMCAC will be held by the Managing Director of the
Standards and Market Integrity Division, or his/her designee. This position will have one
vote and will be responsible for ensuring that committee meetings are effectively
administered and operated in accordance with the terms of reference. The role of the
AMCAC Director is to ensure the operation of the AMCAC is conducted in the fairest, most
expedient and impartial manner.
7. The AMCAC Chair shall be recommended by the Nominations Committee to such
Committee as designated by the Board for confirmation. The Chair will serve a term of one
(1) year, renewable annually for up to three (3) years, provided that no individual shall serve
as a Chair for more than three (3) consecutive terms except to the extent that his or her
successor has not been selected or qualified. Term of office begins on September 1st of each
year.
8. Membership on the AMCAC will be structured to achieve a broad spectrum of representation
across key geographical areas (countries and regions) and professional expertise.
9. AMCAC members are appointed as individuals and not as representatives of their employers
or other third-parties. Members are expected to contribute to the debate and decision-making
of the AMCAC so as to advance the cause of improving financial market integrity.
10. Active and consistent participation by members in the work of the AMCAC is critical to the
development of sound, considered, and representative positions. Representatives are
expected to participate in meetings, both in-person and telephone conference calls, and other
committee activities on a regular basis.
11. If two (2) meetings are missed during any fiscal year, the Director or Chair may in his/her
discretion, ask such members to resign from the AMCAC and solicit nominees for
replacement. Members of the AMCAC may not send substitutes in their place, except in the
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case of an extenuating circumstance, where an alternate may be approved by the AMCAC
Director.
12. Members are expected to keep certain, identified workings of the AMCAC confidential,
including projects undertaken and positions under consideration until the information is made
public or otherwise released by the Division’s professional staff. This includes refraining
from communicating to any external party any non-public information, including working
papers of the AMCAC that may be obtained by serving as a member of the AMCAC or
Subcommittee without the written permission of the Division’s professional staff.
Nominations
13. Candidates for membership on the AMCAC will be sought via a broad solicitation of the
CFA Institute members and Member Societies, as well as non-members.
14. CFA Institute members and non-members may submit or refer names for consideration as
members of the AMCAC. In addition, interested CFA Institute members and non-members
may submit their own name for consideration as an AMCAC member directly for review by
the AMCAC Nominations Committee.
15. The AMCAC Nominations Committee will develop an objective and fair process for the
nomination and selection of AMCAC. The AMCAC Nominations Committee shall consist of
four (4) members as follows:
The current AMCAC Director (designated as Chair of the Nominations
Committee);
Current Chair of the AMCAC;
Current Chair of the Standards of Practice Council (SPC); and
AMCAC member representative.
16. The nominations process seeks to identify individuals who have the requisite knowledge of
the investment management industry and who are committed to the goals of the AMCAC and
CFA Institute. The AMCAC selection process will strive to achieve a balance with respect to
professional background, financial industry expertise, and geography/cultural diversity.
17. Criteria to be considered when appointing individuals to the AMCAC include:
demonstrated competency and knowledge of the standards;
ability to work in a collegial atmosphere with other volunteer members;
a balance of cultures and language;
integrity, objectivity, and discipline;
commitment to the interests of investors and the integrity of the capital markets;
commitment and availability to participate in AMCAC meetings and deliberations; and
demonstrated communication skills.
18. The Nominating Committee will nominate a Chair from among all AMCAC members. Either
of the AMCAC members on the Nominating Committee will exclude themselves from
discussions if they wish to be nominated for the upcoming year. The role and
responsibilities of the Chair are as follows:
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Ensure the AMCAC purposes and objectives are achieved;
Provide strong leadership to the AMCAC;
Oversee the processes of the AMCAC for maximum efficiency and
effectiveness;
With the AMCAC members, ensure the AMCAC fulfills its governance
function;
Chair meetings of the AMCAC;
Work with the AMCAC Director to develop agendas and meeting materials;
Help guide and mediate AMCAC actions with respect to organizational priorities
and governance concerns; and
Act as a liaison between the AMCAC and investment community, regulators,
and other relevant bodies, officially representing the AMCAC.
19. Members of the CFA Institute Board or Standards and Financial Market Integrity Advisory
Council may not be members of the AMCAC unless otherwise approved by the CFA Institute
Board.
Observers
20. The AMCAC may appoint authorized individuals, including representatives of standardsetting or regulatory authorities, to be observers at AMCAC in-person meetings or
conference calls. Observers may be invited to attend all meetings, specific meetings, or parts
of meetings.
21. Observers may participate fully in committee discussions but are not permitted to vote.
Conflicts of Interest
22. Members of the AMCAC (or any subcommittees that may be convened) are permitted to
make their membership on the Committee known to external parties. However, members are
not permitted to use their relationship with the AMCAC or CFA Institute to actively promote
their own business interests, those of their employer, or a third party.
23. Members of the AMCAC (or any subcommittees that may be convened) are required to
disclose in writing any personal or professional relationships with CFA or CIPM program
candidates.
Meetings
24. The AMCAC will meet at least twice each year. These meetings may be in-person or through
conference calls with additional meetings scheduled as necessary. In-person meetings will be
held at locations and times previously determined, disclosed in advance, and rotated between
regions as appropriate and in accordance with available resources.
25. Meetings generally will be private except to the extent those observers are appointed and
permitted to attend meetings. The Director and Chair have the authority to invite external
parties to present and participate in AMCAC meetings in whole or in part. Individuals who
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wish to make a presentation to the AMCAC should contact the AMCAC Director for
permission.
26. At any meeting of the AMCAC, a majority of all members must be present in person or by
video or audio conference to constitute a quorum. Members are not allowed to vote by
proxy.
27. Each AMCAC member will receive one vote. Approval of any measure requires the
affirmative vote of a majority of those constituting a quorum.
28. In the event the Chair cannot attend a meeting, another AMCAC member will be designated
to serve in his or her place.
29. CFA Institute will ensure that the agenda and supporting materials for an upcoming meeting
are submitted to the AMCAC on a timely basis.
30. CFA Institute will reimburse the AMCAC member for reasonable, documented airfare and
other travel expenses, hotel accommodations, and meals and such other expenses incurred in
connection with attending any such meetings, in accordance with CFA Institute travel and
reimbursement policies.
31. AMCAC members are expected to participate through the dedicated AMCAC Forum website
and telephone conference calls as required to discuss issues related to the AMCAC goals and
objectives and to respond in a timely fashion to requests for input on projects.
Subcommittees
32. Except as otherwise set forth in the CFA Institute Bylaws, the AMCAC may create other
subcommittees or working groups to carry out the work of the AMCAC. Subcommittees or
working groups created by the AMCAC will generally be formed to address technical or
highly specialized issues that may require the participation of individuals who have relevant
expertise to address specific issues.
33. When possible, a member of the AMCAC with sufficient expertise and interest will serve as
the Chair of each Subcommittee. The Subcommittee Chair, Chair of the AMCAC and
AMCAC Director will jointly choose membership on the Subcommittee from nominations of
interested and qualified volunteers.
34. All Subcommittees must abide by the relevant Subcommittee Terms of Reference, in addition
to Terms of Reference for the AMCAC.
35. Meetings of subcommittees are in addition to any regular AMCAC meetings. Subcommittees
will conduct business by conference call and hold in-person meetings.
36. All recommendations made by Subcommittees shall be subject to review by the AMCAC and
all actions taken shall be subject to approval by the AMCAC, or as otherwise set forth in the
CFA Institute Bylaws.
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Acting as a Representative
37. AMCAC members may be asked to participate in or make presentations at CFA Institute
conferences and seminars to present the views and positions of the AMCAC. Participation as
a “representative of” the AMCAC, rather than as a private person, must be approved and
coordinated by the Division’s professional staff to ensure that the individual has the ability to
present those views and positions effectively and appropriately.
38. AMCAC members may also be asked to participate in or make presentations at non-CFA
Institute conferences and seminars to present the views and positions of the AMCAC or CFA
Institute. Participation as a “representative of” the AMCAC or CFA Institute, rather than as a
private person, must be approved and coordinated by the Division’s professional staff to
ensure that the individual has the ability to present those views and positions effectively and
appropriately.
Communication and Public Awareness Activities
39. The AMCAC is expected to use a wide variety of media to communicate with the CFA
Institute membership, the public and other interested constituencies regarding initiatives
undertaken by the AMCAC. These may include, but are not limited to, the following:
Publication of comment letters and policy statements on AMCAC activities on the CFA
Institute Website, CFA Magazine and other CFA Institute publications;
Participation in Web casts, Web forums, and roundtables on key topics, as appropriate.
Other communication venues and formats as approved by the Division’s professional
staff.
40. AMCAC members are encouraged to inform the Division’s professional staff of public
awareness opportunities and contribute actively to the CFA Institute public awareness
activities. With the approval and coordination of the Division’s professional staff, awareness
activities for members may include, but are not limited to, Web casts, interviews with print,
radio, and TV journalists, and developing advertorials and other opinion or editorial pieces.
Meetings with Regulators and Standard-Setters
41. AMCAC members with relevant experience may be asked by the Division’s professional
staff to meet with, and testify before, regulatory authorities to present AMCAC and CFA
Institute views, or be asked to act as educational resources for these authorities.
42. Participation in meetings with regulatory authorities as a representative of the AMCAC or
CFA Institute must be approved and coordinated by the Division’s professional staff.
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Accountability
43. The AMCAC is responsible ultimately to the CFA Institute Board to represent the views of
investment professionals in a way that is consistent with the CFA Institute Code of Ethics
and Standards of Professional Conduct and other applicable CFA Institute positions,
standards, and practices. The AMCAC is expected to take into account previous positions on
a particular issue and understand and be able to defend deviations from those positions.
44. The AMCAC will provide updates on its activities to the CFA Institute Board of Governors
including any correlated public awareness activities in the time and manner requested.
Appropriate updates may include reports from CFA Institute’s Managing Director of
Standards and Financial Market Integrity and direct written or in person reports from the
AMCAC Director or Chair.
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