Important information concerning the relationship between Camber and our clients.
In this document we provide important information concerning the relationship between Camber Capital Corp. and you, our client. To clarify, when the terms “we,” “us” or “Camber” are used in this document, we mean Camber Capital Corp, a privately-owned company incorporated under the laws of Alberta. When we refer to “you” or “your” we are referring to you as the holder or joint holder of an account managed by us on a discretionary basis (an “Account”) and when applicable, anyone authorized to give instructions in respect of an Account.
This document will be provided to you at the time you open your Account with us or before we begin providing advice or trading services to you. If there is a significant change to the information contained in this document, we will provide you with updated information in writing as soon as reasonably possible.
Camber is a registered portfolio manager governed by the Canadian Securities Administrators and, primarily, by the Alberta Securities Commission. As a portfolio manager, Camber has a fiduciary responsibility to our clients to act with care, honesty, and in good faith, always putting the interest of our clients first. Camber favours an investment approach that is evidenced-based and built with a long-term lens. Our portfolios are generally highly liquid, broadly diversified, low-cost, and tilted to emphasize areas of higher expected return. We are an independent, private company, incorporated under the federal laws of Canada, and wholly-owned by employees – a team of well-mentored, experienced investment professionals with extensive knowledge of the financial services industry.
Products and Services Offered
Camber is a discretionary portfolio manager for individuals, corporations, trusts, estates, institutions, pension funds, and not-for-profit organizations. We work closely with each client to establish specific investment objectives, risk tolerance parameters, and consider other unique circumstances which are incorporated into a written Investment Policy Statement or other similar document. Camber offers customized financial planning through our team of Certified Financial Planners (CFP). Furthermore, our portfolio managers encourage a close working relationship with your advisors including accountants, legal counsel, and financial and estate planners to ensure that long-term objectives are being met.
Once investment policy guidelines have been established and provided to us, the portfolio manager assumes discretionary responsibility for building, managing and monitoring the investment portfolio in accordance with those guidelines. The services provided by Camber shall include advice on portfolio structure, the selection of suitable individual securities effecting purchases and sales of securities and dealing with such matters as maturities, redemptions, subscriptions, conversion privileges, rights, warrants, proxies, and any other changes relating to the client’s securities, arranging with the custodian for disbursement of investment income, and providing quarterly statements, and meetings with the client to review the portfolio holdings and transactions.
Your Managed Account with Camber
Discretionary accounts are managed with complete discretion in accordance with the terms of the Investment Management Agreement entered between you and us in connection with your account and any applicable Investment Policy Statement or other similar document which, among other things, outlines your investment needs and objectives, financial circumstances and risk tolerance, and any amendments thereto. In certain circumstances, we may not have discretionary authority over certain types of investments held within your account, but in such circumstances this fact will be noted in the Investment Policy Statement or other documentation in relation to your Account. We will only transact on those investments based on your instructions.
Camber collects information from you upon account opening to fulfill our “Know Your Client” obligations under securities laws. In addition, we use and hold the information provided by you in your account documentation to, among other things, confirm your identity and assess areas of potential conflicts of interest. We periodically update “Know Your Client” information to ensure that we have current information regarding your investment objectives and financial circumstances and tolerance for risk, to assist us in determining whether the purchase or sale of a particular investment is suitable for your account. We are required to assess each purchase and sale made in your account prior to executing the trade to ensure it is suitable with your investment objectives, and provide ongoing monitoring to ensure current investments remain suitable with your objectives.
Custody of Your Assets
Camber does not hold physical custody of your investment assets. For your protection, your assets must be segregated and held by a custodian that is subject to regulatory oversight, minimum capital, and insurance requirements. Custodians may register securities in their name, but you are the beneficial owner of those securities.
Camber has entered into an agreement with National Bank Independent Network (NBIN) to provide custody, trade execution, and client reporting services. Investment assets held by a custodian may potentially be at risk of loss: (i) if the custodian becomes bankrupt or insolvent; (ii) if there is a breakdown in the custodian’s information technology systems; or (iii) due to fraud, willful or reckless misconduct, negligence, or error of the custodian or its personnel. Camber considered NBIN’s reputation, financial stability, relevant internal controls, and ability to deliver custodial services and believes NBIN’s system of controls and supervision is sufficient to manage risks of loss to our clients in accordance with prudent business practices.
Role of NBIN
NBIN, as the custodian, is responsible for trade execution, settling trades, and custody of your cash and securities. NBIN is also responsible for reporting to you, including account statements and tax reporting (except for tax forms relating to mutual fund distributions in non-registered accounts, which will be issued to you directly by mutual fund companies where applicable). NBIN does not give investment advice, determine suitability of your investments, and is not responsible for, nor supervises, any investment advice given to you by Camber. NBIN is under no duty to evaluate the appropriateness, accuracy, or quality of any instructions received from you or Camber.
Camber has trading authority over your assets held by the custodian which allows us to buy and sell securities on your behalf in accordance with your Investment Policy Statement. We may, in limited circumstances, also have access to your assets held by the custodian where you have granted Camber written authorization. Camber will also act on instructions, provided by you, to transact on your account. Examples of those circumstances may include:
• transferring funds to/from your investment account to your bank account;
• withdrawing funds from your investment account to pay Camber’s quarterly investment management fees; and
• transferring assets between your Camber investment accounts held at NBIN.
Camber is not authorized to transfer securities or funds into or out of your investment account in any other circumstances. Granting Camber access to your assets—even in the limited circumstances set out above—exposes you to a potential risk of loss: (i) if there is a breakdown in our information technology systems; or (ii) due to fraud, willful or reckless misconduct, negligence, or error of Camber or its personnel.
Account Fees and Fund Operating Expenses
Inconsideration for managing the investments in your account, we may receive a management fee set out in your account documentation. Aside from that ongoing management fee, if any, we do not charge additional fees to open, operate, or maintain an account. We will provide you at least 90 days written notice before we impose any new or increased charge associated with the operation, transfer, or termination of your account.
If we invest some or all of the assets of your account in investment funds, you will also bear a portion of the fees and other expenses paid by those funds.
It is important to be aware of the fees directly paid by you and those potentially embedded in investment products. Ongoing fees, even those that are small, can reduce the value of your investment portfolio over time, because not only is your investment balanced reduced by the fee, but you also lose potential returns that may have been earned on that fee.
You will receive, at minimum, a quarterly statement of account containing information about the status of your account, including details about each transaction/activity conducted in your account during the time period covered by the statement and information about each security you own and the cash balance, if any, in the account at the end of the period covered by the statement. We recommend that you review your statements for consistency and accuracy based on your records.
Use of Benchmarks
An investment performance benchmark is a standard against which the performance of your investments is compared. Camber does not provide performance benchmarks on an individual or consolidated account basis.
Your Role in Our Relationship
It is important that you actively participate in our relationship. In particular, we encourage you to:
• Keep us fully and accurately informed regarding your personal circumstances, and promptly advise us of any change to information that could reasonably result in a change to the types of investments appropriate for you, such as a change to your income, investment objectives, risk tolerance, time horizon or net worth.
• Review the documentation and other information we provide to you regarding your Account, transactions conducted on your behalf and the holdings in your portfolio and ask us any questions you have about this information or your relationship with us.
• Please review the records you receive from us with NBIN’s periodic statements for consistency, where applicable. However, please note possible temporal differences may occur due to differing basis of preparation.
Your Protection as an Investor
Camber carries financial institution bond insurance with a limit of $500,000 CAD per claim, per year, covering against various losses including but not limited to employee dishonesty, forgery, theft and other fraudulent means.
Additionally, assets held in your Account with NBIN are subject to additional coverages and protections through CDIC (Canadian Deposit Insurance Corporation) and CIPF (Canadian Investor Protection Fund).
A temporary hold means a hold that is placed by Camber, or NBIN, on the purchase or sale of a security on your behalf or on the withdrawal or transfer of cash or securities from your account. Camber will not place a temporary hold on your accounts unless we reasonably believe that:
(a) you are a vulnerable client;
(b) you have been financially exploited, financial exploitation is occurring, has been attempted or will be attempted; or
(c) we reasonably believe that you do not have the mental capacity to make decisions involving financial matters.
Should a temporary hold be placed on your account, we will provide you notice along with the reasons for the temporary hold as soon as practicable. We will continue to review the relevant facts on an ongoing basis in order to determine if continuing the hold is appropriate. Within 30 days of placing the temporary hold and, until the hold is revoked, we will update you on a monthly basis to inform you if we have revoked the temporary hold or provide you with notice of our decision to continue the hold, and the reasons for that decision.
Using Borrowed Money to Make an Investment
Securities may be purchased using available cash or a combination of available cash and borrowed money. If available cash is used to pay for the securities in full, the percentage gain or loss will equal the percentage increase or decrease in the value of the securities purchased. Using borrowed money to purchase securities can magnify the gain or loss on the cash invested. The effect of this is called leveraging.
If you are considering borrowing money to make investments or considering providing us with borrowed money to make investments on your behalf, you should be aware that a leveraged purchase involves greater risk than a purchase using available cash resources only. To what extent a leveraged purchase involves undue risk is a decision that needs to be made by you and will vary depending on your personal circumstances, your risk and return objectives, and the securities or other investments purchased. The use of leverage may not be suitable for all investors.
It is also important that you are aware of the terms of any loan that is secured by securities or other investments. The lender may require that the amount outstanding on the loan does not rise above an agreed percentage of the market value of the securities or other investments. Should this occur, you will be required to pay down the loan or sell the investments so as to return the loan to the agreed percentage relationship. Money is also required to pay interest on the loan. Under these circumstances, investors who leverage their investments are advised to have adequate financial resources available both to pay interest and also to reduce the loan if borrowing arrangements require such a payment. In addition, if you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased decline.
Risks Associated with Making an Investment
Securities laws require us to disclose the risks that should be considered when making an investment decision. Before making any investment decision, it is important to consider your investment objectives, your level of risk tolerance and the risks associated with the investment you are considering. Generally, there is a strong relationship between the amount of risk associated with a particular investment and its potential to increase in value in the long term. However, investment risks vary depending on the type of investment.
If your Account is invested in individual securities, certain investment risks may apply depending on the types of securities you own. Investment risks can include:
General investment risk – the risk that changes in interest rates, economic conditions, and market and company news will result in frequent and substantial changes in the value of your investments;
Capital risk – the risk that the value of an investment at the time of disposal may be significantly lower than the amount invested;
Liquidity risk – the risk that your investment may not be readily saleable;
Currency risk – the risk that securities denominated in a currency other than Canadian dollars will be affected by changes in the value of the Canadian dollar in relation to the value of the currency in which the security is denominated;
Interest rate risk – the risk to the earnings or market value of a portfolio due to uncertain future interest rates;
Business risk – the risk inherent in the operations and results of the entity or industry in which you have invested, including the risk associated with the amount of leverage or debt that the entity in which you have invested used to finance assets; or
Concentration risk – the risk from any single(direct and/or indirect) exposure or group of exposures with the potential to produce losses (e.g. exempt market products).
Conflicts of Interest
In the course of providing services to you, there may be situations where a conflict arises between our interests and yours. We believe it is important that you are fully informed regarding these conflicts. Canadian securities laws require us to take reasonable steps to identify and respond to existing and potential material conflicts of interest, and in certain circumstances, to provide information regarding these conflicts and also to obtain your prior consent before we engage in certain types of transactions. This section contains important information regarding conflicts of interest. Please read it carefully.
Camber has adopted policies and procedures to assist in identifying, addressing and minimizing any conflict of interest that Camber, or its employees may face when working on your behalf. Our employees are required to address any conflict of interest by exercising responsible business judgement, influenced only by the best interests of the client; employees are encouraged to bring any conflict of interest to the attention of clients as soon as they become aware of them. Every Camber employee is subject to a code of conduct, which includes, among other things, policies to address many common types of conflict of interest situations.
In general, we deal with and manage relevant conflicts as follows:
Avoidance: This includes avoiding conflicts that are prohibited by law as well as conflicts that cannot effectively be addressed.
Control: We manage acceptable conflicts through means such as physically separating different business functions and limiting the internal exchange of information.
Disclosure: By providing you with information about conflicts, you are able to assess independently their significance when evaluating our recommendations and any actions we may take.
A summary of specific material conflicts of interests can be reviewed on our Conflicts of Interest statement.
Under certain circumstances, Camber may deal with you or for you in securities transactions where the issuer of those securities or the other party to the transaction is Camber or a party with an ownership or business relationship with Camber.
Since these transactions may create a conflict between Camber and you, we are required by securities law to disclose to you certain relevant matters relating to the transactions which are contained in the following sections entitled “Related Registrant” and “Related and Connected Issuer”.
A related issuer is a person or company that is related in any way to Camber such as:
• The person or company issuing securities is an influential security holder of Camber;
• When Camber is an influential security holder of the person or company issuing securities; or
• When Camber and the person or company issuing securities are a related issuer of the same third person or company.
A connected issuer mean an issuer or selling security holder distributing securities where the issuer or selling security holder, or a related issuer of the issuer or selling security holder, has a relationship with any of the following persons or companies that may lead a reasonable prospective purchase of the securities to question if Camber and the issuer are independent of each other for the purposes of distribution:
• Related issuer of Camber;
• A director, officer or partner of Camber; or
• A director, officer or partner of a related issuer of Camber.
When Camber acts as your dealer or advises you with respect to securities issued by Camber, or by a related issuer, or in the course of distribution by a Connected Issuer, Camber must disclose the nature and extent of its relationship with the issuer of the securities, or that Camber is the Issuer. Camber will also disclose to you where Camber knows or should know, that if as a result of Camber acting as your dealer or advisor, or of Camber exercising discretion on your behalf, securities will be purchased from or sold to Camber, a related issue, in the course of an initial distribution, from a connected issuer.
As your portfolio manager , all other employees are subject to our Personal Trading Policy which requires that all trades in non-exempt securities are reviewed and approved by our Compliance Team prior to execution. If any proposed trades could potentially be a conflict with our clients, the client’s interest will take priority.
Trusted Contact Person
By choosing to provide information about a trusted contact person, you authorize Camber to contact the trusted contact person and disclose information about your accounts to that person in the following circumstances:
(a) possible financial exploitation of yourself;
(b) concerns about your mental capacity as it relates to your financial decision making or lack of decision making;
(c) the name and contact information of any of the following:
a. a legal guardian of yourself,
b. an executor of an estate under which you are a beneficiary;
c. a trustee of a trust under which you are a beneficiary, or
d. any other personal or legal representative of yourself; or
(d) your current contact information.
Valuation of Infrequently Traded Securities
In most cases, we trade in marketable securities, whose values are based on the latest available market price. For private securities, we will value and carry the position at the lower of a) cost or b) an available and evidencable market price. Evidence can be acknowledgement of grey market trading, option pricing or other available market information.
Our Use of Client Brokerage Commissions
Decisions as to the purchase and sale of securities and the execution of portfolio transactions, will be made by Camber. In effecting portfolio transactions, we seek to obtain best execution of trades on behalf of our clients taking into account all factors deemed relevant, including but not limited to, the price of the security, speed of execution, certainty of execution, transaction size, liquidity of the security, market conditions, and commission costs/spreads relative to the transaction. Currently Camber’s investment strategy is executed in partnership with Dimensional Fund Advisors (“DFA”) and their mutual fund products, which are priced at end of day. Should Camber choose to include publicly traded equities as part of its investment strategy, Camber will take into account whether any additional goods and services are provided by the executing broker and are included in the brokerage commissions. These additional services, other than order execution services, may include (i)advice as to the value of securities and the advisability of effecting transactions in securities, (ii) analysis and reports concerning securities, portfolio strategy or performance, issuers, industries, or economic or political factors and trends, and (iii) databases or software to the extent that they are designed mainly to support the services referred to in (i) and (ii).When selecting brokers to provide order execution goods and services or research goods and services by the broker or third party, we will make a good faith determination that reasonable benefit has been received when considering both the use of the goods and services and the amount of brokerage commission paid.
Commissions paid to broker-dealers are negotiated and we are not under any contractual obligation to allocate brokerage business to any specific firm. Brokerage transactions are not carried out through any affiliated entity. Goods and services received in addition to execution of transactions may include, but are not limited to, traditional research reports, seminars, conferences, information databases and market data.
Fairness in Allocation of Investments
Camber’s investment strategy is executed in partnership with Dimensional Fund Advisors (“DFA”) and use of DFA’s mutual fund products. Through use of this investment vehicle, Camber clients always receive a fair and equitable allocation of units and price due the industry rules related to mutual fund trade settlements – mutual fund orders are aggregated at market close so that every unit holder receives the same price.
At this time, Camber does not widely use other types of investment vehicles (e.g. equities) as part of its investment strategies. As such, any equity trading would be handled on a client-by-client basis, while adhering to the best execution policy of the executing broker-dealer.
Camber does not have any referral arrangements.
Under the Intergovernmental Agreement for the Enhanced Exchange of Tax Information under the Canada-U.S. Tax Convention entered into between Canada and the United States and related proposed Canadian legislation, we are required to report certain information with respect to clients and investors in our funds who are U.S. residents and U.S. citizens(including U.S. citizens who are residents or citizens of Canada) and certain other “U.S. persons” as defined under the IGA (excluding registered plans such as RRSPs),to the CRA. The CRA will then exchange the information with the U.S. Internal Revenue Service pursuant to the provision of the Canada-U.S. Income Tax Treaty. In order to comply with these requirements, we will collect certain information from you at the time you open your Account and at other times as needed.
Electronic Delivery of Documents
Camber will provide electronic delivery of documents. If you wish to receive physical delivery when t is available, please request a consent form. If you have any questions or want to change your instructions in the future, please contact Camber. The transmission of account information and instructions via electronic mail presents unique risks to both parties. The following is a sample (non-exhaustive) list of these risks:
Failure to receive account information –Information may be submitted and not receive by the intended recipient. This may be due to technical issues in transmission, misdirection or failure to properly identify the information received.
Inability to clarify information on a timely basis – Where information is received and reviewed by the intended recipient, it may not be possible to contact you on a timely basis to clarify vague or incomplete information.
Lack of client confidentiality – Transmission of client information via electronic mail is not necessarily secure. No guarantee can be made as to privacy of client information transmitted via e-mail.
Inability to confirm the message was sent by you – Receipt of communications via electronic mail does not permit the intended recipient to confirm with certainty that the instructions are provided by the authorized person.
By providing your e-mail address to Camber you confirm you understand and appreciate the risks in communicating via electronic mail. Notwithstanding these risks, you acknowledge you will send or receive information via electronic means and accept all risks associated with this means of communication, including the risk that such direction may not be received by the intended recipient. You understand that if you do not receive prompt confirmation from Camber regarding the receipt of an email message it is your responsibility to follow-up with Camber to ensure that such information was received as intended.
You agree to hold harmless Camber Capital Corp., its agents, employees or related connected parties with respect to loss/damage arising from the communication, acceptance, and execution (or lack thereof) of information via electronic mail.
Client Problem Resolution Process
The following is a summary of our Client Problem Resolution Process, which we have designed to help ensure that any problem or complaint that arises in the course of our relationship with you is addressed quickly and effectively.
Asa first step, we recommend discussing any concerns or complaints you have with Camber. If Camber is unsuccessful in resolving your concerns, or you are uncomfortable in discussing the issue with the portfolio manager for your account, you may contact one of the following directly:
Chief Compliance Officer
Camber Capital Corp.
1900,333-7th Ave SW
Calgary, Alberta, Canada T2P 2Z1
Filing a complaint with us
Tell us what went wrong, when it happened, and what you expect. We will acknowledge your complaint in writing, as soon as possible, typically within five business days of receiving your complaint. We may ask you to provide clarification or more information to help us resolve your complaint. You can help us resolve your complaint sooner by making your complaint as soon as possible, replying promptly if we ask you for more information and keeping copies of all relevant documents such as letters, emails and notes of conversations with us.
We normally provide our decision in writing, within 90 days of receiving a complaint. It will include a summary of the complaint, the results of our investigation, our decision to make an offer to resolve the complaint or deny it, and an explanation of our decision. If our decision is delayed and we cannot provide you with our decision within 90 days, we will inform you of the delay, explain why our decision is delayed and give you a new date for our decision.
If you are not satisfied with our decision you may be eligible for the independent dispute resolution service offered by the Ombudsman for Banking Services and Investments (“OBSI”).
Taking your complaint to OBSI
You may be eligible for OBSI’s free and independent dispute resolution service if we do not provide our decision within 90 days after you made your complaint, or if you are not satisfied with our decision. OBSI can recommend compensation of up to $350,000. OBSI’s service is available to clients of our firm. This does not restrict your ability to take a complaint to a dispute resolution service of your choosing at your own expense or to bring an action in court. Keep in mind there are time limits for taking legal action.
You have the right to use OBSI’s service if your complaint relates to a trading or advising activity of our firm or by one of our representatives, you brought your complaint to us within six years from the time that you first knew, or ought to have known, about the event that caused the complaint, and you file your complaint with OBSI according to its time limits below.
Time limits apply. If we do not provide you with our decision within 90 days, you can take your complaint to OBSI any time after the 90-day period has ended. If you are not satisfied with our decision, you have up to 180 days after we provide you with our decision to take your complaint to OBSI.
You can contact OBSI via email: at email@example.com or telephone at 1-888-451-4519 or 416-287-2877 in Toronto.
OBSI works confidentially and in an informal manner. It is not like going to court, and you do not need a lawyer. During its investigation, OBSI may interview you and representatives of our firm. We are required to cooperate in OBSI’s investigations. OBSI can help you best if you promptly provide all relevant information, including your name and contact information, our firm’s name and contact information, the names and contact information of any of our representatives who have been involved in your complaint, details of your complaint, and all relevant documents, including any correspondence and notes of discussions with us.
Once OBSI has completed its investigation, it will provide its recommendations to you and us. OBSI’s recommendations are not binding on you or us. OBSI can recommend compensation of up to $350,000. If your claim is higher, you will have to agree to that limit on any compensation you seek through OBSI. If you want to recover more than $350,000, you may want to consider another option, such as legal action, to resolve your complaint.
For more information about OBSI, visit www.obsi.ca.