UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 10, 2017 (March 6, 2017)
EQUINOX FRONTIER FUNDS
EQUINOX FRONTIER DIVERSIFIED FUND
EQUINOX FRONTIER LONG/SHORT COMMODITY FUND
EQUINOX FRONTIER MASTERS FUND
EQUINOX FRONTIER BALANCED FUND
EQUINOX FRONTIER HERITAGE FUND
EQUINOX FRONTIER SELECT FUND
EQUINOX FRONTIER WINTON FUND
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-51274 | 36-6815533 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
c/o Wakefield Advisors, LLC
25568 Genesee Trail Road
Golden, Colorado 80401
(Address of Principal Executive Offices)
(303) 454-5500
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act. |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
☐ | Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act. |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Item 5.01. Changes in Control of Registrant.
Equinox Frontier Funds (the Trust) is organized in seven separate series. Each of Equinox Frontier Diversified Fund, Equinox Frontier Long/Short Commodity Fund, Equinox Frontier Masters Fund, Equinox Frontier Balanced Fund, Equinox Frontier Heritage Fund, Equinox Frontier Select Fund and Equinox Frontier Winton Fund (each a Fund) is a separate series of the Trust.
On December 5, 2016, Equinox Fund Management, LLC (Equinox), Wakefield Advisors, LLC, and Frontier Fund Management LLC (Frontier) entered into a Unit Purchase Agreement (the Agreement). Equinox was the managing owner of the Trust and the Funds. Pursuant to the Agreement, Equinox agreed to transfer to Frontier such amount of Equinoxs General Units (as defined in the Second Amended and Restated Declaration of Trust and Trust Agreement (the Trust Agreement)) as Frontier shall be required to hold in its capacity as managing owner of the Trust pursuant to the Trust Agreement, as amended, and redeem the remainder of Equinoxs General Units (the Transaction).
The Transaction was consummated on March 6, 2017, and upon consummation of the Transaction, Frontier became the managing owner of the Trust and each Fund, in replacement of Equinox. Consequently, consummation of the Transaction constituted a change of control in respect of the Trust and each Fund.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Trust Agreement was amended to effect certain changes to replace Equinox as the managing owner and to reflect Frontier as the new managing owner.
A copy of the First Amendment to the Trust Agreement is filed as Exhibit 4.1 hereto.
Item 8.01. Other Events.
Frontier has temporarily suspended the sale of Units (as defined in the Trust Agreement) while Frontier engages with the Securities and Exchange Commission to have declared effective a post-effective amendment to the Funds registration statements, as well as approval by the National Futures Association. The Funds will file another Form 8-K to announce the resumption of the sale of Units, which Frontier expects will occur shortly.
Frontier is seeking to cause the suspension to be lifted as promptly as practicable.
Any forward-looking statements herein are based on expectations of Frontier at this time. Whether or not actual results and developments will conform to Frontiers expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in the Funds prospectuses, general economic, market and business conditions, changes in laws or regulations or other actions made by governmental authorities or regulatory bodies, and other world economic and political developments. The Funds and Frontier undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. |
Description | |
4.1 | First Amendment to Second Amended and Restated Declaration of Trust and Trust Agreement |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Equinox Frontier Funds (Registrant) | ||||||
By: | /s/ Patrick F. Hart III Patrick F. Hart III | |||||
Date: March 10, 2017 | Chief Executive Officer of Frontier Fund Management, LLC, the Managing Owner |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Equinox Frontier Diversified Fund, a Series of Equinox Frontier Funds (Registrant) | ||||||
Date: March 10, 2017 | By: | /s/ Patrick F. Hart III Patrick F. Hart III | ||||
Chief Executive Officer of Frontier Fund Management, LLC, the Managing Owner of Equinox Frontier Diversified Fund, a Series of Equinox Frontier Funds |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Equinox Frontier Long/Short Commodity Fund, a Series of Equinox Frontier Funds (Registrant) | ||||||
Date: March 10, 2017 | By: | /s/ Patrick F. Hart III Patrick F. Hart III | ||||
Chief Executive Officer of Frontier Fund Management, LLC, the Managing Owner of Equinox Frontier Long/Short Commodity Fund, a Series of Equinox Frontier Funds |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Equinox Frontier Masters Fund, a Series of Equinox Frontier Funds (Registrant) | ||||||
Date: March 10, 2017 | By: | /s/ Patrick F. Hart III Patrick F. Hart III | ||||
Chief Executive Officer of Frontier Fund Management, LLC, the Managing Owner of Equinox Frontier Masters Fund, a Series of Equinox Frontier Funds |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Equinox Frontier Balanced Fund, a Series of Equinox Frontier Funds (Registrant) | ||||||
Date: March 10, 2017 | By: | /s/ Patrick F. Hart III Patrick F. Hart III | ||||
Chief Executive Officer of Frontier Fund Management, LLC, the Managing Owner of Equinox Frontier Balanced Fund, a Series of Equinox Frontier Funds |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Equinox Frontier Heritage Fund, a Series of Equinox Frontier Funds (Registrant) | ||||||
Date: March 10, 2017 | By: | /s/ Patrick F. Hart III Patrick F. Hart III | ||||
Chief Executive Officer of Frontier Fund Management, LLC, the Managing Owner of Equinox Frontier Heritage Fund, a Series of Equinox Frontier Funds |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Equinox Frontier Select Fund, a Series of Equinox Frontier Funds (Registrant) | ||||||
Date: March 10, 2017 | By: | /s/ Patrick F. Hart III Patrick F. Hart III | ||||
Chief Executive Officer of Frontier Fund Management, LLC, the Managing Owner of Equinox Frontier Select Fund, a Series of Equinox Frontier Funds |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Equinox Frontier Winton Fund, a Series of Equinox Frontier Funds (Registrant) | ||||||
Date: March 10, 2017 | By: | /s/ Patrick F. Hart III Patrick F. Hart III | ||||
Chief Executive Officer of Frontier Fund Management, LLC, the Managing Owner of Equinox Frontier Winton Fund, a Series of Equinox Frontier Funds |
10
Exhibit 4.1
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
DECLARATION OF TRUST
AND
TRUST AGREEMENT
OF
EQUINOX FRONTIER FUNDS
A Delaware Statutory Trust
This FIRST AMENDMENT (the Amendment) to the Second Amended and Restated Declaration of Trust and Trust Agreement, dated as of December 9, 2013 (the Trust Agreement), of Equinox Frontier Funds, a Delaware statutory trust (the Trust), is entered into effective as of March 6, 2017, pursuant to Section 11.1 of the Trust Agreement.
WHEREAS, pursuant to Sections 11.1 and 11.3 of the Trust Agreement, the requisite consent of the Limited Owners has been obtained to approve the admission and substitution of Frontier Fund Management LLC, a Delaware limited liability company (Frontier Fund Management), for Equinox Fund Management, LLC, a Delaware limited liability company (Equinox), as the Managing Owner of the Trust and each series of the Trust, and Equinox desires to cease to be the Managing Owner of the Trust and each series of the Trust for all purposes, and Frontier Fund Management desires to be admitted and substituted as the Managing Owner for all purposes;
WHEREAS, Equinox has agreed to assign, transfer, and convey such amount of its General Units to Frontier Fund Management as Frontier Fund Management is required to hold in its capacity as Managing Owner pursuant to the Trust Agreement.
NOW THEREFORE, in connection with the substitution of Frontier Fund Management for Equinox as the Managing Owner, the Trust Agreement is hereby amended as follows:
1. Defined Terms. Unless otherwise indicated, capitalized terms shall have the meanings ascribed to them in the Trust Agreement.
2. Amendment to Section 1.1 of the Trust Agreement. Section 1.1 is amended to amend and restate the definition of Managing Owner in its entirety as follows:
Managing Owner means Frontier Fund Management LLC or any substitute therefor as provided herein.
3. Amendment to Section 1.2 of the Trust Agreement. The first sentence of Section 1.2 of the Trust Agreement is hereby amended and restated in its entirety as follows:
The name of the Trust is Frontier Funds.
4. Amendment to Section 1.3(b) of the Trust Agreement. The last sentence of Section 1.3(b) of the Trust Agreement is hereby amended and restated in its entirety as follows:
The current principal office of the Trust shall be at c/o Frontier Fund Management, LLC, 25568 Genesee Trail Road, Golden, Colorado, 80401.
5. Amendment to Section 1.3(c) of the Trust Agreement. The first sentence of Section 1.3(c) of the Trust Agreement is hereby amended and restated in its entirety as follows:
The Managing Owner or its predecessor in interest, as grantor of the Trust, has contributed, and the Trustee hereby acknowledges that the Trust has received, the sum of $1,000 per Series in bank accounts in the name of each Series of the Trust controlled by the Managing Owner, and the Trustee hereby declares that it shall hold such sum in trust, upon and subject to the conditions set forth herein for the use and benefit of the Unitholders.
6. Amendment to Section 3.1(e) of the Trust Agreement. The first sentence of Section 3.1(e) of the Trust Agreement is hereby amended and restated in its entirety as follows:
By virtue of the initial contribution by the Managing Owner or its predecessor in interest to each initial Series of the Trust as set forth in Section 1.3(c), the Managing Owner has become the holder of ten (10) General Units of each such Series.
7. Amendment to Section 3.4(a) of the Trust Agreement. Section 3.4(a) of the Trust Agreement is hereby amended and restated in its entirety as follows:
Without limiting the authority of the Managing Owner set forth in Section 3.4(b) to establish and designate any further Series, the Managing Owner hereby redesignates the existing Equinox Frontier Balanced Fund as the Frontier Balanced Fund, the existing Equinox Frontier Diversified Fund as the Frontier Diversified Fund, the existing Equinox Frontier Heritage Fund as the Frontier Heritage Fund, the existing Equinox Frontier Long/Short Commodity Fund as the Frontier Long/Short Commodity Fund, the existing Equinox Frontier Masters Fund as the Frontier Masters Fund, the existing Equinox Frontier Select Fund as the Frontier Select Fund, and the existing Equinox Frontier Winton Fund as the Frontier Winton Fund. As of the date hereof, the Series of the Trust are as follows:
Frontier Balanced FundMulti-Advisor Series (originally designated as Balanced Series; redesignated as Equinox Frontier Balanced Fund in December 2013; redesignated as Frontier Balanced Fund in December 2016)
Frontier Diversified FundMulti-Advisor Series (originally designated as Frontier Diversified Series; redesignated as Equinox Frontier Diversified Fund in December 2013; redesignated as Frontier Diversified Fund in December 2016)
Frontier Heritage FundMulti-Advisor Series (originally designated as Graham Series; redesignated as Winton/Graham Series in May 2008; redesignated as Equinox Frontier Heritage Fund in December 2013; redesignated as Frontier Heritage Fund in December 2016)
Frontier Long/Short Commodity FundMulti-Advisor Series (originally designated as Long/Short Commodity Series; redesignated as Frontier Long/Short Commodity Series in November 2008, to be effective upon the effectiveness of the first Registration
Statement covering the Units of such Series under such redesignated name; redesignated as Equinox Frontier Long/Short Commodity Fund in December 2013; redesignated as Frontier Long/Short Commodity Fund in December 2016)
Frontier Masters FundMulti-Advisor Series (originally designated as Frontier Masters Series; redesignated as Equinox Frontier Masters Fund in December 2013; redesignated as Frontier Masters Fund in December 2016)
Frontier Select FundMulti-Advisor Series (originally designated as Campbell/Graham Series; redesignated as Campbell/Graham/Tiverton Series in May 2008; redesignated as Equinox Frontier Select Fund in December 2013; redesignated as Frontier Select Fund in December 2016)
Frontier Winton FundWinton Capital Management Limited (originally designated as Beach Series; redesignated as Winton Series in May 2006; redesignated as Equinox Frontier Winton Fund in December 2013; redesignated as Frontier Winton Fund in December 2016).
The provisions of this Article III shall be applicable to the above-designated Series and any further Series that may from time to time be established and designated by the Managing Owner as provided in Section 3.4(b).
8. Amendment to Sections 3.5, 4.8, 7.3 and 7.4 of the Trust Agreement. Sections 3.5, 4.8, 7.3 and 7.4 of the Trust Agreement are hereby amended to replace each reference to the names of each Series prior to the date of this Amendment with the redesignated name of such Series as set forth in the table below:
Prior Series Name |
Redesignated Series Name | |
Equinox Frontier Balanced Fund |
Frontier Balanced Fund | |
Equinox Frontier Diversified Fund |
Frontier Diversified Fund | |
Equinox Frontier Heritage Fund |
Frontier Heritage Fund | |
Equinox Frontier Long/Short Commodity Fund |
Frontier Long/Short Commodity Fund | |
Equinox Frontier Masters Fund |
Frontier Masters Fund | |
Equinox Frontier Select Fund |
Frontier Select Fund | |
Equinox Frontier Winton Fund |
Frontier Winton Fund |
9. Amendment to Section 13.1(e) the Trust Agreement. Section 13.1(e) of the Trust Agreement is hereby amended and restated in its entirety as follows:
In the event of the suspension, revocation or termination of the Managing Owners or its delegates registration as a commodity pool operator under the CE Act, or membership as a commodity pool operator with the NFA unless at the time there is at least one remaining Managing Owner whose registration or membership has not been suspended, revoked or terminated.
10. Amendment to Exhibit A-1 of the Trust Agreement. Exhibit A-1 is hereby amended and restated in its entirety and is replaced with the language attached hereto as Annex A.
11. Notwithstanding any provision in the Trust Agreement to the contrary, upon the execution of this Amendment, automatically and without any further action, vote or approval of any other Person: (i) Equinox hereby transfers and assigns such amount of its General Units to Frontier Fund
Management as Frontier Fund Management shall be required to hold in its capacity as managing owner of the Trust pursuant to the Trust Agreement, the Trust hereby redeems the remainder of the General Units held by Equinox at the Net Asset Value of a Series per Unit of each such General Unit as of the date hereof, and Equinox thereby ceases to be the Managing Owner of the Trust and each Series of the Trust for all purposes, and ceases to have any interest in, or the right to exercise any right or power as the Managing Owner of the Trust and each Series of the Trust; (ii) immediately prior thereto, Frontier Fund Management shall become Managing Owner of the Trust and each Series of the Trust for all purposes; (iii) the Trust shall continue without dissolution under the Trust Agreement and the Delaware Statutory Trust Act; and (iv) the consummation of the transactions effectuated and contemplated by the foregoing shall not be considered a violation of any provision of the Trust Agreement and are hereby ratified, approved and confirmed in all respects.
12. Except as expressly amended hereby, the Trust Agreement remains in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, the Managing Owner has duly executed this Amendment as of the date first above written.
FRONTIER FUND MANAGEMENT LLC | ||
By: |
| |
Name: | ||
Title: |
Acknowledged and Agreed:
EQUINOX FUND MANAGEMENT, LLC, in its capacity as the prior Managing Owner | ||
By: |
| |
Name: Robert J. Enck | ||
Title: President & CEO |
[Signature Page to First Amendment to Second Amended and Restated
Declaration of Trust and Trust Agreement]
ANNEX A
SECOND RESTATED CERTIFICATE OF TRUST
OF
EQUINOX FRONTIER FUNDS
This Second Restated Certificate of Trust of Equinox Frontier Funds (the Trust), is being duly executed and filed by the undersigned, as trustee, to amend and restate the Restated Certificate of Trust of the Trust as filed in the office of the Secretary of State of the State of Delaware on December 9, 2013, in accordance with the provisions of the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the Act).
The restated Certificate of Trust is hereby amended and restated in its entirety, pursuant to Section 3810(c)(1) of the Act, to read as follows:
FIRST: Name: The name of the statutory trust is Frontier Funds.
SECOND: Delaware Trustee: The name and address of the trustee of the Trust with its principal place of business in the State of Delaware are Wilmington Trust Company, 1100 N. Market Street, Rodney Square North, Wilmington, Delaware 19890-0001.
THIRD: Series: Pursuant to Section 3806(b)(2) of the Act, the Trust shall issue one or more series of beneficial interests having the rights, powers and duties as set forth in the governing instrument of the Trust, as the same may be amended from time to time (each, a Series).
FOURTH: Notice of Limitation of Liability of each Series: Pursuant to Section 3804(a) of the Act, there shall be a limitation on liability of each particular Series such that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of that Series only, and not against the assets of the Trust generally or the assets of any other Series, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series.
FIFTH: Effective Date: This Certificate of Trust shall be effective upon filing.
IN WITNESS WHEREOF, the undersigned has duly executed this Restated Certificate of Trust in accordance with Section 3811(a) of the Act.
WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee | ||
By: |
|