Filed pursuant to Rule 497(e)
1933 Act File No. 333-168569
1940 Act File No. 811-22447
EQUINOX CAMPBELL STRATEGY FUND OF EQUINOX FUNDS TRUST
CLASS A SHARES: EBSAX, CLASS I SHARES: EBSIX, CLASS P SHARES: EBSPX
PROSPECTUS | FEBRUARY 1, 2014
Equinox Campbell Strategy Fund
of Equinox Funds Trust
Class A Shares:
EBSAX
Class I
Shares:
EBSIX
Class P Shares:
EBSPX
Advised by:
Equinox Fund Management, LLC
1775 Sherman Street, Suite 2500
Denver, CO 80203
1-888-643-3431
This Prospectus provides important information about the Fund that you should know before investing. Please read it carefully and keep it for
future reference.
The U.S. Securities and Exchange Commission and the Commodity Futures Trading Commission have not approved or
disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
FUND SUMMARY
Investment Objective:
The Equinox Campbell Strategy Fund (the Fund) seeks to achieve long-term capital appreciation.
Fees and Expenses of the Fund:
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts on purchases of
Class A shares if you and your family invest, or agree to invest in the future, at least $25,000 in the Fund. More information about these and other discounts is available from your financial professional or in How to Purchase
Shares beginning on page 21 of this Prospectus and in Purchase, Redemption and Pricing of Shares beginning on page 27 of the Funds Statement of Additional Information (SAI).
Shareholder Fees
(fees paid directly from your investment)
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Class A
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Class I
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Class P
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Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)
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5.75%
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None
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None
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Maximum Deferred Sales Charge (Load)
(as a % of original purchase price)
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1.00%
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(1)
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None
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None
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Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions
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None
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None
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None
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Redemption Fee
(2)
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None
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None
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None
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Class A
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Class I
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Class P
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Management Fees
(3)
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0.75%
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0.75%
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0.75%
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Distribution and/or Service (12b-1) Fees
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0.25%
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None
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0.00%
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(4)
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Total Other Expenses
(5)
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1.07%
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0.83%
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1.22%
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Shareholder Service Fees
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0.25%
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0.00%
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0.25%
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Other Expenses
(5)
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0.82%
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0.83%
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0.97%
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Total Annual Fund Operating Expenses
(
6
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2.07%
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1.58%
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1.97%
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Fee Waiver and/or Expense Reimbursement
(
6
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(0.67%)
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(0.68%)
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(0.82%)
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Total Annual Fund Operating Expenses (after Fee Waiver and/or Expense Reimbursement)
(6)
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1.40%
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0.90%
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1.15%
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(1)
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A contingent deferred sales charge (CDSC) of 1.00% is assessed on certain redemptions of Class A shares made within 12 months after a purchase of Class A
shares where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. You should contact your financial intermediary to determine whether you are subject to the CDSC.
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(2)
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The Funds transfer agent charges a $15.00 fee for each wire redemption.
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(3)
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Management Fees include a management fee paid to Equinox Fund Management, LLC (the Adviser) by the Funds consolidated wholly-owned subsidiary
(Subsidiary) at the annual rate of 0.75% of the Subsidiarys average daily net assets. The Adviser has contractually agreed, for so long as the Fund invests in the Subsidiary, to waive the management fee it receives from the Fund in
an amount equal to the management fee paid to the Adviser by the Subsidiary.
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(4)
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The Fund has adopted a distribution plan for Class A shares and Class P shares pursuant to Rule 12b-1 (Rule 12b-1 Plan) under the Investment Company Act of 1940,
as amended (the 1940 Act) that permits payments of up to 0.25% as a percentage of average daily net assets of the Funds Class A shares and payments of up to 0.25% as a percentage of average daily net assets of the Funds
Class P shares. However, the Fund is not currently making payments under the Rule 12b-1 Plan with respect to Class P shares.
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(5)
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This item does not include management fees paid by the Subsidiary to the Adviser, which are included in Management fees in the table above. Other Expenses
does not include costs associated with any over-the-counter derivatives that provide the Fund with exposure to the Campbell Program, which is the primary manner in which the Fund intends to gain exposure to the Campbell Program. Costs associated
with such derivative instruments include any fee paid to the Funds counterparty and the fees and expenses associated with the Campbell Program referenced by such derivative instruments. Such costs are included in the return of any such
derivative instruments and, therefore, represent an indirect cost of investing in the Fund. The Adviser anticipates that any investment in the Campbell Program (as defined below) will be subject to (i) management fees of up to 1.25% of notional
exposure, and (ii) performance-based incentive fees of 20.0% of new high net trading profits. The Fund does not anticipate that it will pay fees to derivative counterparties in the fiscal year 2014 in excess of 0.50% (annualized) of the
notional exposure to the Campbell Program provided by the relevant derivative instrument. The Funds investment in the Campbell Program is also subject to certain derivative trading costs, including brokerage commissions and various exchange
fees. The Fund indirectly bears such expenses in the form of reduced returns on its investments.
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(6)
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The Adviser has contractually agreed to reduce its advisory fee and/or reimburse certain expenses of the Fund, to ensure that the Funds total annual operating expenses,
excluding (i) taxes, (ii) interest, (iii) extraordinary items, (iv) Acquired Fund Fees and Expenses, (v) any expenses of the Subsidiary including trading company expenses, (vi) any class specific fees and
expenses, and (vii) brokerage commissions, do not exceed, on an annual basis, 0.90% of the Funds average daily net assets. The Adviser has contractually agreed to reduce its fees and/or reimburse expenses of the Fund until at least
January 31, 2015. This agreement may be terminated only by the Funds Board of Trustees on 60 days written notice to the Adviser. The Adviser shall be entitled to recover, subject to approval by the Board of Trustees of the Trust, such
waived or reimbursed amounts for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to
certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses for a Class do not exceed the limits described above or any lesser limits in effect at the time of reimbursement.
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Expense Example:
This Example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a
5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
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5 years
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10 Years
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Class A
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$
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709
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1,125
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$
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1,566
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$
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2,787
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Class I
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$
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92
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$
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432
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$
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796
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$
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1,821
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Class P
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$
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117
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$
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539
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$
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986
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$
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2,230
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Portfolio Turnover:
The Fund pays transaction costs, such as commissions, when it buys and
sells securities or derivative instruments (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs
(which are not reflected in Annual Fund Operating Expenses in the table above or in the Example) affect the Funds performance. For the fiscal period ended September 30, 2013 the Funds portfolio turnover rate was 871% of
the average value of the portfolio.
Principal Investment Strategies:
Please refer to the section entitled
Key Terms below for additional information on highlighted terms.
The Fund pursues its investment objective by making a combination of
investments (i) directly in an actively managed fixed-income portfolio, and (ii) indirectly through its wholly-owned subsidiary (the Subsidiary) in
trading companies
that employ the
managed futures
program
of Campbell & Company, Inc. (Campbell), a commodity trading adviser (CTA) registered with the U.S. Commodity Futures Trading Commission and/or derivative instruments such as swap agreements that
provide exposure to Campbells
managed futures program
(the Campbell Program).
The Campbell Program seeks to generate
attractive risk-adjusted returns across a broad range of market conditions through systematic investments in a diversified portfolio that may include swaps, futures and forward contracts in various global assets, including global interest rates,
stock indices, currencies and commodities. The Campbell Program seeks to invest in a variety of assets and markets in and outside of the United States including emerging countries. The Campbell Program consists of trend following and other
quantitative strategies that aim for low correlation to traditional asset classes such as equities and fixed income and are diversified by investment style, information source, investment holding period and instrument.
Campbells investment philosophy is driven by a belief that markets are broadly efficient but trends emerge and remain due to shifts in supply, demand, and
other economic factors. Asset mispricing can occur as a result of instability and uncertainty in markets, strongly-held opinions by market participants, or an unreliable flow of market information. Campbell seeks to systematically identify price
trends and to develop
macro
and
fundamental
themes that exploit asset mispricing.
The Campbell Program uses quantitative modeling to
develop and maintain
systematic trading
strategies driven by scientific analysis of
technical
,
macro
, and
econometric
data across global financial and commodity markets. The Campbell Program is designed to analyze market
data to identify trends and relationships occurring within and across markets and asset classes globally. Once identified, these trends and relationships are converted into mathematical models that can be historically tested. Once a model is
developed and thoroughly tested, it undergoes a rigorous peer review process to evaluate strength of theory and robustness. Model assumptions and other criteria are also analyzed, including tail risk, broad level risk factor exposures, market
diversification, correlation, and volatility as well as transaction costs. New models must demonstrate efficacy on a stand-alone basis while complimenting the existing portfolio.
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Derivative Instruments:
As a principal investment strategy, the Fund or the Subsidiary will either (i) invest in one or more
trading companies that use a variety of derivative instruments including swap agreements, exchange-traded futures and
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option contracts and forward contracts to gain exposure to a wide variety of global markets for currencies, interest rates, stock market indices, energy resources, metals and agricultural
products and to hedge price risk, (ii) enter into swap agreements that provide exposure to the Campbell Program, or (iii) invest in some combination of (i) and (ii). In general, a derivative contract typically involves leverage, i.e.,
it provides exposure to potential gain or loss from a change in the level of the market price of a security, currency or commodity (or a basket or index) in a notional amount that exceeds the amount of cash or assets required to establish or
maintain the derivative contract.
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To the extent the Fund employs derivatives to gain exposure to the Campbell Program,
it is anticipated that the Fund will utilize a total return swap (a Swap), a type of derivative instrument designed to replicate the aggregate returns of the Campbell Program. Any Swap will be based on a notional amount agreed upon by
the Adviser and a counterparty. The Adviser will retain the ability to adjust the notional exposure of the Swap at its discretion. Generally, the fees and expenses of a Swap are based on the notional value of the Swap. The value of the Swap
typically includes a deduction for fees of the counterparty as well as management and performance fees payable to Campbell. Any investment in the Campbell Program will be subject to (i) management fees of up to 1.25% of notional exposure, and
(ii) performance-based incentive fees of 20.0% of new high net trading profits. Because the Swap is designed to replicate the returns of the Campbell Program, the performance of the Fund will primarily depend on the ability of the Campbell
Program to generate returns in excess of the costs of the relevant Swap(s).
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Cash and Fixed-Income Securities:
The Fund will also invest in cash, cash equivalents or securities issued by the U.S. government
with one year or less term to maturity for liquidity purposes, and to serve as margin or collateral for the derivatives positions of the Fund or the Subsidiary to the extent necessary. The Fund may also invest, to the extent permitted by the 1940
Act and rules under it, in money market funds.
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Subsidiary:
Investments in the Subsidiary, which has the same investment objective as the Fund, are intended to provide the Fund
with indirect exposure to futures contracts and commodities in a manner consistent with the limitations and requirements of the Internal Revenue Code of 1986, as amended (the Code) that apply to the Fund, which limit the amount of income
the Fund may receive from certain sources. Applicable federal tax requirements generally limit the degree to which the Fund may invest in the Subsidiary to an amount not exceeding 25% of its total assets. To the extent they are applicable to the
investment activities of the Subsidiary, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the Fund.
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KEY TERMS
Econometric
analysis is the use of statistical tools and data to describe and test certain economic relationships such
as asset prices.
Fundamental
analysis is the study of basic, underlying factors that will affect the
supply and demand of an investment. For example, with respect to commodity futures, fundamental analysis may look at crop reports, weather patterns, economic reports and other fundamental data to determine whether to buy or sell the futures
contract.
Macro
analysis generally analyzes economic, political or financial trends to seek returns and
invests across a particular, or a number of, geographic regions.
A
Managed Futures Program
generally is a
trading program that a CTA uses to guide its investments in futures, forwards, options or spot contracts. Each of these investments may be tied to a particular asset class: commodities, equities, fixed income or foreign currencies. A managed futures
program may use one or a combination of trading strategies, including those described below.
Systematic
Trading
is a trading strategy that employs computer-driven, mathematical models to identify when to buy or sell an instrument according to rules determined before a trade is made, generally, with little or no human intervention once a
mathematical formula has been entered.
Technical analysis
is a method of evaluating an investment
opportunity by using charts or computer programs to identify patterns in market data, such as price change, rates of change, and changes in volume of trading, open interest and other statistical indicators, in order to project the direction that a
market or the price of an investment will move. Technical analysis does not take into account fundamental market factors, such as supply and demand.
A
Trading Company
is a pooled investment vehicle organized as a limited liability company and operated as a commodity pool.
A
Trend Following
strategy generally seeks to identify the general direction of one or more global
market segments (either up or down) using indicators such as current market prices and moving average prices, and buy or sell investments based on the assessment of these trade signals as determined before a trade is made. Trend-following generally
focuses on the direction an investment or global market segment already has gone and not on the direction it may go.
3
The Funds return will be derived principally from changes in the value of securities held in the Funds
portfolio (including its investment in the Subsidiary), and the Funds assets will consist principally of securities. The Fund is non-diversified, which means that it can invest a greater percentage of its assets in any one issuer than a
diversified fund. The Adviser may engage in frequent buying and selling of portfolio holdings to achieve the Funds investment objective.
Principal Investment Risks:
As with all mutual funds, there is the risk that you could lose money through your investment in the Fund. In general, the Funds investment strategies involve greater
risks than the strategies used by a typical mutual fund. Many factors affect the Funds net asset value and performance.
The following
describes some of the risks the Fund may bear through direct investments in securities and derivatives as well as indirectly through its investment in the Subsidiary.
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Campbell Program Strategy Risk.
The profitability of any Fund investment in the Campbell Program depends primarily on the ability
of Campbell to anticipate price movements in the relevant markets and underlying derivative instruments and futures contracts. Such price movements may be influenced by, among other things:
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changes in interest rates;
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governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies;
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weather and climate conditions;
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natural disasters, such as hurricanes;
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changing supply and demand relationships;
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changes in balances of payments and trade;
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U.S. and international rates of inflation and deflation;
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currency devaluations and revaluations;
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U.S. and international political and economic events; and
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changes in philosophies and emotions of various market participants.
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The Campbell Program may not take all of these factors into account. In addition, the Fund will indirectly bear the expenses, including management fees, incentive fees and transaction fees, associated with the
Campbell Program through reduced returns.
The successful use of forward and futures contracts draws upon Campbells skill and
experience with respect to such instruments and are subject to special risk considerations. The primary risks associated with the use of futures contracts are:
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Futures and forward contracts have a high degree of price variability and are subject to occasional rapid and substantial changes;
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the imperfect correlation between the change in market value of the forward or futures contracts and the market value of the underlying instrument or reference
assets with respect to such contracts;
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possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired;
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possible market disruption or other extraordinary events, including but not limited to, governmental intervention;
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losses caused by unanticipated market movements, which are potentially unlimited;
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Campbells inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors;
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the possibility that the counterparty will default in the performance of its obligations; and
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if the Fund or any trading company has insufficient cash, it may either have to sell securities from its portfolio to meet daily variation margin requirements
with respect to its derivative instruments or close certain positions at a time when it may be disadvantageous to do so.
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The use of futures contracts, forward contracts and derivative instruments will have the economic effect of financial leverage. Financial leverage
magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Campbell Program (and indirectly the Fund through its
4
investment exposure to the Campbell Program) will have the potential for greater losses, as well as the potential for greater gains, than if the Campbell Program did not employ leverage in its
investment activity. Leveraging tends to magnify, sometimes significantly, the effect of any increase or decrease in the Campbell Programs exposure to an asset class and may cause the value of the Funds securities or related derivatives
instruments to be volatile. Accordingly, the Funds NAV may be volatile because of its investment exposure to the Campbell Program.
There is no assurance that the Funds investment in a derivative instrument or trading company with leveraged exposure to certain investments
and markets will enable the Fund to achieve its investment objective.
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Commodities Risk
. Exposure to the commodities markets (including financial futures markets) may subject the Fund through its
investment in the Subsidiary to greater volatility than investments in traditional securities. Prices of commodities and related contracts may fluctuate significantly over short periods for a variety of reasons, including changes in interest rates,
supply and demand relationships and balances of payments and trade; weather and natural disasters; and governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies. The commodity markets are subject to temporary
distortions and other disruptions. U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day. Limit prices have the effect of
precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices.
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Derivatives Risk.
Derivatives include instruments and contracts that are based on, and are valued in relation to, one or more
underlying securities, financial benchmarks or indices, such as futures, options, swap agreements and forward contracts. Derivatives typically have economic leverage inherent in their terms. Such leverage will magnify any losses. See
Leverage/Volatility Risk below. The primary types of derivatives in which the Fund, its Subsidiary or a trading company invest in are swap agreements, futures contracts and forward contracts. Futures contracts, forward contracts and swap
agreements can be highly volatile, illiquid and difficult to value, and changes in the value of such instruments held directly or indirectly by the Fund may not correlate with the underlying instrument or reference assets, or the Funds other
investments. Although the value of futures contracts, forward contracts and swap agreements depend largely upon price movements in the underlying instrument or reference asset, there are additional risks associated with futures contracts, forward
contracts and swap agreements that are possibly greater than the risks associated with investing directly in the underlying instruments or reference assets, including illiquidity risk, leveraging risk and counterparty credit risk. A small position
in futures contracts, forward contracts or swap agreements could have a potentially large impact on the Funds performance. Trading restrictions or limitations may be imposed by an exchange, and government regulations may restrict trading in
swap agreements, futures contracts and options and forward contracts.
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Fixed-Income Risk.
Fixed income securities are subject to credit risk and interest rate risk. Credit risk, as described more fully
below, refers to the possibility that the issuer of a debt security will be unable to make interest payments or repay principal when it becomes due. Interest rate risk refers to fluctuations in the value of a debt security resulting from changes in
the general level of interest rates. Prices of fixed income securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect fixed income security prices and, accordingly, the Funds returns and
share price. In addition, the Fund may be subject to call risk, which is the risk that during a period of falling interest rates the issuer may redeem a security by repaying it early (which may reduce the Funds income if the
proceeds are reinvested at lower interest rates), and extension risk, which occurs during a rising interest rate environment because certain obligations will be paid off by an issuer more slowly than anticipated (causing the value of
those securities held by the Fund to fall).
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Counterparty Risk.
The derivative contracts entered into by the Fund, the Subsidiary or a Trading Company may be privately
negotiated in the over-the-counter market. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Fund to the risk that a
counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a
loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent the Fund or a Trading Company deals with a limited number of
counterparties, it will be more susceptible to the credit risks associated with those counterparties. The Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one
counterparty. The ability of the Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund
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Credit Risk.
Credit risk refers to the possibility that the issuer of the security or a counterparty in respect of a derivative
instrument will not be able to satisfy its payment obligations to the Fund when due. Changes in an issuers
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credit rating or the markets perception of an issuers creditworthiness may also affect the value of the Funds investment in that issuer. Securities rated in the four highest
categories by the rating agencies are considered investment grade but they may also have some speculative characteristics. Investment grade ratings do not guarantee that bonds will not lose value or default. In addition, the credit quality of
securities may be lowered if an issuers financial condition changes.
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Currency Risk.
The Funds exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in
value relative to the U.S. Dollar, or, in the case of short positions, that the U.S. Dollar will decline in value relative to the currency that the Fund is short. Currency rates in foreign countries may fluctuate significantly over short
periods of time for any number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad.
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Emerging Market Risk.
The Fund intends to have exposure to emerging markets due to the Campbell Programs investments in
certain stock index futures and foreign exchange instruments. Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. Investments in emerging markets may be considered speculative.
Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging financial markets have far lower trading volumes and less liquidity than developed
markets.
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Foreign Market Risk.
As a general rule, there is less legal and regulatory protection for investors in foreign markets than that
available domestically. Additionally, trading on foreign exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. Some foreign
derivative markets are so-called principals markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing
corporation. International trading activities are subject to foreign exchange risk.
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General Market Risk.
The Funds net asset value (NAV) and investment return will fluctuate based upon changes in
the value of its portfolio securities. You could lose money on your investment in the Fund, or the Fund could underperform other investments.
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Government Intervention and Regulatory Changes.
The recent instability in financial markets has led the government to take a number
of unprecedented actions designed to support certain financial institutions and segments of the financial markets that are exposed to extreme volatility and in some cases lack of liquidity. For example, the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the Dodd-Frank Act) (which was passed into law in July 2010) significantly revises and expands the rulemaking, supervisory and enforcement authority of federal bank, securities and commodities regulators. It is unclear
how these regulators will exercise these revised and expanded powers and whether they will undertake rulemaking, supervisory or enforcement actions that would adversely affect the Fund or investments made by the Fund. There can be no assurance that
future regulatory actions authorized by the Dodd-Frank Act will not adversely impact the Fund. Major changes resulting from the Dodd-Frank Act or other legislative or regulatory actions could materially affect the profitability of the Fund or the
value of investments made by the Fund or force the Fund to revise its investment strategy or divest certain of its investments. Any of these developments could expose the Fund to additional costs, taxes, liabilities, enforcement actions and
reputational risk.
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In addition, the Dodd-Frank Act established a new regulatory structure for derivatives. If more
restrictive position limits are imposed on investors in the commodity futures and other derivative markets, the Campbell Program or other managed futures programs in which trading companies invest, and as a result, the Fund, may be adversely
affected. Similarly, changes in the regulation of foreign currency-related trading arising from the Dodd-Frank Act may make such trading more expensive for the Fund, and otherwise limit the Funds ability to engage in such trading, which could
adversely affect the Fund.
In 2012, the CFTC adopted certain rule amendments that significantly affected the exemptions from CFTC
regulations that were available to the Fund and its Subsidiary. Effective January 1, 2013, the Fund and its Subsidiary are subject to CFTC regulations because of these changes. At the time of the CFTCs adoption of the rule amendments,
Equinox was (and continues to be) registered as a commodity pool operator (CPO) and, accordingly, is subject to CFTC regulations. On August 13, 2013, the CFTC adopted final rules to harmonize the compliance obligations
of CPOs with respect to commodity pools that are also registered investment companies under the 1940 Act. Under the final harmonization rules, the CPOs of such commodity pools may elect substituted compliance whereby such CPOs will be
deemed to have substantially satisfied the CFTC-mandated disclosure, reporting and recordkeeping obligations by complying with the SECs disclosure, reporting and recordkeeping regime under the 1940 Act, in lieu of complying with the
CFTCs alternative requirements. The Fund intends to utilize the substituted compliance option.
6
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High Indirect Fees and Expenses.
Your cost of investing in the Fund may be higher than the cost of investing in other mutual funds
that invest directly in the types of instruments traded by the Campbell Program. In addition to the Funds direct fees and expenses, you will indirectly bear fees and expenses paid by the Subsidiary and by a trading company, including
management fees and performance-based fees associated with the Campbell Program, commodity brokerage commissions and operating expenses. Further, any investment in the Campbell Program is expected to be subject to management and performance-based
fees. Management fees typically are based on the leveraged account size or the notional exposure of the Fund to the Campbell Program and not the actual cash invested.
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Leverage/Volatility Risk.
The use of leverage by the Fund (or trading companies in which the Fund invests) will cause the value of
the Funds shares to be more volatile than if the Fund did not employ leverage. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities or other investments.
Relatively small market movements may result in large changes in the value of a leveraged investment. The potential loss on such leveraged investments may be substantial relative to the initial investment therein. Furthermore, derivative instruments
and futures contracts are highly volatile and are subject to occasional rapid and substantial fluctuations. Consequently, you could lose all or substantially all of your investment in the Fund should the Funds trading positions suddenly turn
unprofitable.
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The Funds NAV is expected over short-term periods to be volatile because of the significant use of
direct and indirect investments that have a leveraging effect. Volatility is a statistical measurement of the magnitude of up and down asset price fluctuations over time. Rapid and dramatic price swings will result in high volatility. The
Funds returns are expected to be volatile; however, the actual or realized volatility level for longer or shorter periods may be materially higher or lower depending on market conditions and investors may suffer a significant and possibly a
complete loss on their investment in the Fund.
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Liquidity Risk.
The Fund is subject to liquidity risk primarily due to its investments in derivatives. Investments in illiquid
securities or derivative instruments involve the risk that the Fund may be unable to sell the security or derivative instrument or sell it at a reasonable price.
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Management Risk.
The Advisers judgments about the attractiveness, value and potential positive or negative performance of the
Campbell Program or any particular security or derivative in which the Fund invests or sells short may prove to be inaccurate and may not produce the desired results.
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Non-Diversification Risk.
The Fund is a non-diversified investment company, which means that more of the Funds assets may be
invested in the securities of a single issuer than could be invested in the securities of a single issuer by a diversified investment company. The Fund has a greater potential to realize losses upon the occurrence of adverse events affecting a
particular issuer.
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OTC Trading Risk.
Certain of the derivatives in which the Fund may invest may be traded (and privately negotiated) in the
over-the-counter or OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result and similar to other privately negotiated contracts, the Fund is
subject to counterparty credit risk with respect to such derivative contracts.
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Performance Fees.
The performance-based fees indirectly paid to Campbell may create an incentive for Campbell to make investments
that are riskier or more speculative than those they might have made in the absence of such performance-based fees. In addition, because performance-based fees will generally be calculated on a basis that includes unrealized trading profits of the
Campbell Program, the fee may be greater than if it were based solely on realized gains. Positive performance of the Funds investments in the Campbell Program is expected to result in performance-based compensation being paid to Campbell,
which will be borne indirectly by the Fund, even if the Funds overall returns are negative. Further, because performance fees are frequently calculated on a quarterly basis (and, in some cases, upon a withdrawal of capital from a Trading
Company), it is possible that Campbell could earn a performance fee in a year in which its overall performance for the whole year was negative.
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Portfolio Turnover Risk.
The Fund may frequently buy and sell portfolio securities and other assets to rebalance the Funds
exposure to various market sectors. Higher portfolio turnover may result in the Fund paying higher levels of transaction costs and generating greater tax liabilities for shareholders. Portfolio turnover risk may cause the Funds performance to
be less than you expect.
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Regulatory risk.
Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely
affect the issuer, or market value, of an instrument held by the Fund, its Subsidiary or a trading company, or that could adversely impact the Funds performance.
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Subsidiary Risk.
The Subsidiary will not be registered under the 1940 Act and, unless otherwise noted in this Prospectus, will not
be subject to all of the investor protections of the 1940 Act. Thus, the Fund, as an investor in the
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7
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Subsidiary, will not have all of the protections offered to investors in registered investment companies. Changes in the laws of the United States and/or the Cayman Islands, under which the Fund
and Subsidiary, respectively, are organized, could result in the inability of the Fund and/or Subsidiary to operate as described in this Prospectus and could negatively affect the Fund and its shareholders. For example, Cayman Islands law does not
currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands governmental authority taxes,
Fund shareholders would likely suffer decreased investment returns.
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Performance:
The Funds performance information is shown only when the Fund has annual return for at
least one calendar year. In the future, performance information will be presented in this section of this Prospectus. Shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.
Investment Adviser:
Equinox Fund Management, LLC
Portfolio Managers:
The portfolio
management team has included the following members since 2013:
Purchase and Sale of Fund Shares:
Minimum Investment Requirements
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Purchase Amounts
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Class A
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Class I
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Class P
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Minimum initial investment
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$
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2,500
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$
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100,000
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$
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2,500
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Minimum subsequent investment
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$
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500
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No Minimum
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No Minimum
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You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemptions requests may be made
in writing, by telephone, or through a financial intermediary and will be paid by check or wire transfer.
Tax
Information:
The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement
account. Shares that are held in a tax-deferred account may be taxed as ordinary income or capital gains once they are withdrawn from the tax-deferred account.
Payments to Broker-Dealers and Other Financial Intermediaries:
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a
bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to
recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
Investment Objective:
The Fund seeks to achieve long-term capital appreciation. The
Funds investment objective is a non-fundamental policy and may be changed upon 60 days written notice to shareholders. There is no guarantee that the Fund will achieve its investment objective.
Principal Investment Strategies:
The Fund pursues its investment objective by making a combination of investments (i) directly in an actively managed fixed income portfolio, and
(ii) indirectly through its Subsidiary in trading companies that employ the
managed futures program
of Campbell, a CTA registered with the U.S. Commodity Futures Trading Commission and/or derivative instruments such as swap
agreements that provide exposure to the Campbell Program.
8
The Campbell Program seeks to generate attractive risk-adjusted returns across a broad range of market conditions
through systematic investments in a diversified portfolio that may include swaps, futures and forward contracts in various global assets, including global interest rates, stock indices, currencies and commodities. The Campbell Program seeks to
invest in a variety of assets and markets in and outside of the United States including emerging countries. The Campbell Program consists of trend following and other quantitative strategies that aim for low correlation to traditional asset classes
such as equities and fixed income and are diversified by investment style, information source, investment holding period and instrument.
Campbells
investment philosophy is driven by a belief that markets are broadly efficient but trends emerge and remain due to shifts in supply, demand, and other economic factors. Asset mispricing can occur as a result of instability and uncertainty in
markets, strongly-held opinions by market participants, or an unreliable flow of market information. Campbell seeks to systematically identify price trends and to develop
macro
and
fundamental
themes that exploit asset mispricing.
The Campbell Program uses quantitative modeling to develop and maintain
systematic trading
strategies driven by scientific analysis of
technical, macro,
and
econometric
data across global financial and commodity markets. The Campbell Program is designed to analyze market data to identify trends relationships occurring within and across markets and asset classes
globally. Once identified, these trends and relationships are converted into mathematical models that can be historically tested. Once a model is developed and thoroughly tested, it undergoes a rigorous peer review process to evaluate strength of
theory and robustness. Model assumptions and other criteria are also analyzed, including tail risk, broad level risk factor exposures, market diversification, correlation, and volatility as well as transaction costs. New models must demonstrate
efficacy on a stand-alone basis while complimenting the existing portfolio.
The Funds return will be derived principally from changes in the value
of securities held in the Funds portfolio (including its interests in the Subsidiary), and the Funds assets consist principally of securities. The Fund is non-diversified, which means that it can invest a greater percentage of its assets
in any one issuer than a diversified fund.
The Adviser may engage in frequent buying and selling of portfolio holdings to achieve the Funds
investment objective.
The Fund invests directly or indirectly through the Subsidiary in the global derivatives markets through its exposure to one or
more trading companies or derivative instruments that employ the Campbell Program, which may utilize futures contracts, forward contracts and other derivatives to provide exposure to a variety of global markets for currencies, interest rates, stock
market indices, energy resources, metals and agricultural products.
Because the Fund may invest a substantial portion of its assets in the Subsidiary,
which may hold some of the investments described in this Prospectus, the Fund may be considered to be investing indirectly in some of those investments through its Subsidiary. For that reason, references to the Fund may also include the Subsidiary.
To the extent the Fund itself owns, or otherwise gains exposure to the Campbell Program that utilizes, futures contracts, forward contracts and
derivatives, these instruments will have the economic effect of financial leverage. Financial leverage magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Fund
will have the potential for greater gains, as well as the potential for greater losses, than if the Fund did not employ leverage in its investment activity. Leveraging tends to magnify, sometimes significantly, the effect of any increase or decrease
in the Funds exposure to an asset class and may cause the Funds NAV to be volatile. For example, if the Adviser seeks to gain enhanced exposure to a specific asset class through a direct or indirect investment providing leveraged
exposure to the class and that investment increases in value, the gain to the Fund will be magnified; however, if that investment decreases in value, the loss to the Fund will be magnified. There is no assurance that the Funds leveraged
exposure to certain investments will enable the Fund to achieve its investment objective.
To the extent the Fund employs derivatives to gain exposure to
the Campbell Program, it is anticipated that the Fund will utilize a total return swap (a Swap), a type of derivative instrument designed to replicate the aggregate returns of the Campbell Program. Any Swap will be based on a notional
amount agreed upon by the Adviser and a counterparty. The Adviser will retain the ability to adjust the notional exposure of the Swap at its discretion. Generally, the fees and expenses of a Swap are based on the notional value of the Swap. The
value of the Swap typically includes a deduction for fees of the counterparty as well as management and performance fees payable to Campbell. Any investment in the Campbell Program will be subject to (i) management fees of up to 1.25% of
notional exposure, and (ii) performance-based incentive fees of 20.0% of new high net trading profits. Because the Swap is designed to replicate the returns of the Campbell Program, the performance of the Fund will primarily depend on the
ability of the Campbell Program to generate returns in excess of the costs of the relevant Swap(s).
9
The Adviser expects the Funds NAV over short-term periods to be volatile because of the significant use, either
directly or through its investment in the Campbell Program, of investments that have a leveraging effect. Volatility is a statistical measurement of the magnitude of up and down asset price fluctuations over time. Rapid and dramatic price swings
will result in high volatility. The Funds returns are expected to be volatile; however, the actual or realized volatility level for longer or shorter periods may be materially higher or lower depending on market conditions.
The Subsidiary:
Investments in the Subsidiary, which has
the same investment objective as the Fund, are expected to provide the Fund with exposure to futures contracts and commodities in a manner consistent with the limitations of the federal tax requirements that apply to the Fund to maintain its
qualification as a Regulated Investment Company (a RIC). In addition, applicable federal tax requirements generally limit the degree to which the Fund may invest not exceeding 25% of its total assets. It is expected that the Subsidiary
will invest primarily in swap contracts or Trading Companies which is intended by the Adviser to provide exposure to the Campbell Program but also will invest in fixed income securities and other investments intended to serve as margin or collateral
for the Subsidiarys derivatives positions. Please refer to the Statement of Additional Information for more information about the organization and management of the Subsidiary.
Subchapter M also requires, among other things, that at least 90% of the Funds income be derived from securities or derived with respect to its business of investing in securities (typically referred to as
qualifying income). Income from certain of the commodity-linked derivatives in which the Fund invests may not be treated as qualifying income for purposes of the 90% income requirement. The Fund is aware of certain private
letter rulings from the Internal Revenue Service issued to other mutual funds, which indicate that income from the funds investment in a subsidiary will constitute qualifying income for purposes of Subchapter M; however, the Fund
has not itself received or applied for private letter ruling from the Internal Revenue Service and does not intend to apply for such a ruling. Private letter rulings are not precedent and the Internal Revenue Service is not bound by them. Therefore,
if the Internal Revenue Service challenges the position taken by the Fund that the income is qualifying income, it may not prevail and would lose its status as a RIC. See More Information About Taxes Tax Risks of Investing in the
Fund.
As with the Fund, the Adviser is responsible for the Subsidiarys day-to-day business pursuant to an investment advisory agreement with
the Subsidiary. Under this agreement, the Adviser provides the Subsidiary with the same type of management services, under the same terms, as are provided to the Fund. The investment advisory agreement of the Subsidiary provides for automatic
termination upon the termination of the investment advisory agreement with respect to the Fund. The Subsidiary has also entered into separate contracts for the provision of custody, transfer agency, and audit services with the same service providers
that provide those services to the Fund. The Fund pays the Adviser a fee for its services. The Adviser has contractually agreed to waive the management fee it receives from the Fund in an amount equal to the management fee paid to the Adviser by the
Subsidiary. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary, and may not be terminated by the Adviser unless the Adviser first obtains the prior approval of the Funds Board of Trustees for such
termination. The Subsidiary will also bear the fees and expenses incurred in connection with the custody, transfer agency and audit services that it receives. The expenses borne by the Subsidiary are not expected to be material in relation to the
value of the Funds assets. The Funds own expenses are reduced to some extent as a result of the payment of such expenses at the Subsidiary level. Therefore, any duplicative fees for similar services provided to the Fund and Subsidiary
are not material.
To the extent they are applicable to the investment activities of the Subsidiary, the Subsidiary will be managed pursuant to
compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Fund. As a result, the Adviser, in managing the Subsidiarys portfolio, is subject to the same investment policies and
restrictions that apply to the management of the Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiarys portfolio investments and shares
of the Subsidiary. These policies and restrictions are described in detail in the Funds Statement of Additional Information. The Funds Chief Compliance Officer oversees implementation of the Subsidiarys policies and procedures, and
makes periodic reports to the Funds Board regarding the Subsidiarys compliance with its policies and procedures.
Principal Investment Risks:
The
risk descriptions below provide a more detailed explanation of the principal investment risks that correspond to the risks described in the Fund Summary section of this Prospectus. In general, the Funds investment strategies involve greater
risks than the strategies used by a typical mutual fund. The following describes the common risks of the Fund.
10
Campbell Program Strategy Risk:
The profitability of any Fund investment in the Campbell Program depends primarily on the ability of Campbell to anticipate price movements in the relevant markets and underlying derivative instruments and futures
contracts. Such price movements may be influenced by, among other things:
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changes in interest rates;
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governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies;
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weather and climate conditions;
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natural disasters, such as hurricanes;
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changing supply and demand relationships;
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changes in balances of payments and trade;
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U.S. and international rates of inflation and deflation;
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currency devaluations and revaluations;
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U.S. and international political and economic events; and
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changes in philosophies and emotions of various market participants.
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The Campbell Program may not take all of these factors into account.
The Campbell Program involves actively trading
derivative instruments using a variety of strategies and investment techniques that involve significant risks. Such derivative instruments may include futures, options and forward contracts and other derivative instruments that have inherent
leverage and price volatility that result in greater risk than instruments used by a typical mutual fund, and the systematic programs used to trade them may rely on proprietary investment strategies that are not fully disclosed, which may in turn
result in risks that are not anticipated. In addition, investments in the Campbell Program will typically be subject to relatively high management fees and performance-based fees which further reduce the potential return of the Funds or the
Subsidiarys investments. These costs are in addition to the operating expenses associated with the Fund. The combined impact of these costs will have the effect of reducing the performance of the Fund. Furthermore, performance-based fees may
create an incentive for Campbell to make investments that are riskier or more speculative than they might have made in the absence of such arrangements. The Adviser anticipates that any investment in the Campbell Program will be subject to
(i) management fees of up to 1.25% of notional exposure, and (ii) performance-based incentive fees of 20.0% of new high net trading profits. The Fund, Subsidiary or any trading company is also subject to certain derivative trading costs,
including brokerage commissions and various exchange fees.
The use of futures contracts, forward contracts and derivative instruments will have the
economic effect of financial leverage. Financial leverage magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Campbell Program (and indirectly the Fund through
its investment in a derivative instrument or trading company) will have the potential for greater losses, as well as the potential for greater gains, than if the Campbell Program did not employ leverage in its investment activity. Leveraging tends
to magnify, sometimes significantly, the effect of any increase or decrease in the Campbell Programs exposure to an asset class and may cause the value of the Funds investment to be volatile. Accordingly, the Funds NAV may be
volatile because of its investment exposure to the Campbell Program.
The notional value of exposure achieved by the Fund, its Subsidiary or a trading
company to the Campbell Program is expected to be leveraged and such exposure may be by a multiple of more than four times the assets of the Subsidiary.
There is no assurance that the Funds investment in a derivative instrument or trading company with leveraged exposure to certain investments and markets will
enable the Fund to achieve its investment objective.
Commodities Risk:
Exposure to the commodities markets (including financial futures markets) may subject the Fund through its investment in the Subsidiary to greater volatility than investments in traditional securities. The values
of commodities and commodity-linked investments are affected by events that might have less impact on the values of stocks and bonds and have recently experienced periods of significant volatility. Prices of commodities and related contracts may
fluctuate significantly over short periods for a variety of reasons, including: changes in interest rates, supply and demand relationships and balances of payments and trade; weather and natural disasters; governmental, agricultural, trade,
11
fiscal, monetary and exchange control programs and policies; acts of terrorism, tariffs and U.S. and international economic, political, military and regulatory developments.
The commodity markets are subject to temporary distortions or other disruptions. U.S. futures exchanges and some foreign exchanges have regulations that limit the
amount of fluctuation in futures contract prices, which may occur during a single business day. Once a limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding
trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the value of the Funds commodity-linked investments.
Derivatives Risk:
Derivatives include instruments and
contracts that are based on, and are valued in relation to, one or more underlying securities, financial benchmarks or indices, such as futures, options, swap agreements and forward contracts. The value of a derivative depends largely upon price
movements in the underlying instrument. Many of the risks applicable to trading the underlying instrument are also applicable to derivatives trading. However, derivatives trading is subject to a number of additional risks. Transactions in certain
derivatives are subject to clearance on a U.S. national exchange and to regulatory oversight, while other derivatives are subject to risks of trading in the over-the-counter markets or on non-U.S. exchanges. A small investment in derivative
instruments could have a potentially large impact on the Funds performance. Over-the-counter derivatives are subject to the risk of mispricing or improper valuation of the derivative.
Liquidity of Futures Contracts
.
The Campbell Program utilizes futures as part of its strategy. Futures positions may be illiquid because certain commodity exchanges limit
fluctuations in certain futures contract prices during a single day by regulations referred to as daily price fluctuation limits or daily limits. Under such daily limits, during a single trading day no trades may be executed
at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be entered into nor liquidated unless traders are willing to
effect trades at or within the limit. Futures prices have occasionally moved beyond the daily limits for several consecutive days with little or no trading. OTC instruments generally are not as liquid as instruments traded on recognized exchanges.
These constraints could prevent the Fund from promptly liquidating unfavorable positions, thereby subjecting the Fund to substantial losses. In addition, the Commodity Futures Trading Commission (CFTC) and various exchanges limit the
number of positions that the Fund may indirectly hold or control in particular commodities.
Non-U.S. Futures
Transactions
. Foreign futures transactions involve the execution and clearing of trades on a foreign exchange. This is the case even if the foreign exchange is formally linked to a domestic exchange,
whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization regulates the activities of a foreign exchange, including the execution, delivery, and clearing of transactions on such an
exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction
occurs. For these reasons, the Fund may not be afforded certain of the protections that apply to domestic transactions. In particular, funds received to margin foreign futures transactions may not be provided the same protections as funds received
to margin futures transactions on domestic exchanges. In addition, the price of any foreign futures or option contract and, therefore, the resulting potential profit or loss, may be affected by any fluctuation in the foreign exchange rate between
the time the order is placed and the foreign futures contract is liquidated or the foreign option contract is liquidated or exercised.
Forward
Contracts
.
The Campbell Program may utilize forward contracts that are not traded on exchanges and may not be regulated. There are no limitations on daily price movements of forward contracts. Banks and other dealers
with which the Fund maintains accounts may require that the Fund deposit margin with respect to such trading. The Funds counterparties are not required to continue making markets in such contracts. There have been periods during which certain
counterparties have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (the price at which the counterparty is prepared to buy and that at which it is prepared to sell). Arrangements to
trade forward contracts may be made with only one or a few counterparties, and liquidity problems therefore might be greater than if such arrangements were made with numerous counterparties. The imposition of credit controls by governmental
authorities might limit such forward trading to less than the amount that the Adviser would otherwise recommend, to the possible detriment of the Fund.
Swap Agreements
. The Fund intends to enter into swap agreements. Swap agreements can be individually negotiated and structured
to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease the Funds exposure to long-term or short-term interest rates, foreign currency values,
corporate borrowing rates, or other factors such as security prices, baskets of securities, or
12
inflation rates. Swap agreements can take many different forms and are known by a variety of names. The Fund is not limited to any particular form of swap agreement if the Adviser determines that
other forms are consistent with the Funds investment objective and policies.
Swap agreements will tend to shift the Funds investment
exposure from one type of investment to another. For example, if the Fund agrees to exchange payments in dollars for payments in foreign currency, the swap agreement would tend to decrease the Funds exposure to U.S. interest rates and increase
its exposure to foreign currency and interest rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the Funds portfolio. The most significant factor in the performance of swap agreements is
the change in the specific interest rate, currency, individual equity values or other factors that determine the amounts of payments due to and from the Fund. If a swap agreement calls for payments by the Fund, the Fund must be prepared to make such
payments when due. In addition, the value of a swap agreement is likely to decline if the counterpartys creditworthiness declines. Such a decrease in value might cause the Fund to incur losses.
Recent market developments related to swaps have prompted increased scrutiny with respect to these instruments. As a result of the Dodd-Frank Act, swaps may in the
future be subject to increased regulation. Such regulation may limit the Funds ability to use swaps and increase the cost of using swaps.
Fixed-Income Risk:
A substantial portion of the Funds
assets may be invested in U.S. Treasuries or other short-term debt obligations. When interest rates change, the value of the Funds fixed-income investments will be affected. Prices of fixed income securities tend to move inversely with changes
in interest rates. Typically, a rise in rates will adversely affect fixed income security prices and, accordingly, the Funds share price. The longer the effective maturity and duration of the Funds portfolio, the more the Funds
share price is likely to react to interest rates. Some fixed income securities give the issuer the option to call, or redeem, the securities before their maturity dates. If an issuer calls its security during a time of declining interest rates, the
Fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. During periods of market illiquidity or rising interest rates,
prices of callable issues are subject to increased price fluctuation. In addition, the Fund may be subject to extension risk, which occurs during a rising interest rate environment because certain obligations will be paid off by an issuer more
slowly than anticipated, causing the value of those securities held by the Fund to fall.
Fixed income investments are also subject to Credit
Risk discussed below.
Counterparty Risk:
Many of the derivatives entered into by the Fund, the Subsidiary or a trading company are not traded on an exchange but instead will be privately negotiated in the
over-the-counter market. This means that these instruments are traded between counterparties based on contractual relationships. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance
with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations
to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent the Fund or a Trading Company deals with a limited number of counterparties, it will be more susceptible to the credit risks
associated with those counterparties. The Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of the Fund to transact business with any one
or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund. In situations in which the Fund is required to post margin or other collateral with a counterparty,
including with a futures commission merchant or a clearing organization for futures or other derivative contracts, the counterparty may fail to segregate the collateral or may commingle the collateral with the counterpartys own assets. As a
result, in the event of the counterpartys bankruptcy or insolvency, the Funds collateral may be subject to the conflicting claims of the counterpartys creditors and the Fund may be exposed to the risk of being treated as a general
unsecured creditor of the counterparty, rather than as the owner of the collateral.
The Fund is subject to the risk that issuers of the instruments in
which it invests and trades may default on their obligations, and that certain events may occur that have an immediate and significant adverse effect on the value of those instruments. There can be no assurance that an issuer will not default, or
that an event that has an immediate and significant adverse effect on the value of an instrument will not occur, and that the Fund will not sustain a loss on a transaction as a result.
13
Transactions entered into by the Fund may be executed on various U.S. and non-U.S. exchanges, and may be cleared and
settled through various clearing houses, custodians, depositories and prime brokers throughout the world. A failure by any such entity may lead to a loss to the Fund.
Credit Risk:
Credit risk refers to the possibility that the issuer of the security will not be able to make
principal and interest payments when due. Changes in an issuers credit rating or the markets perception of an issuers creditworthiness may also affect the value of the Funds investment in that issuer. The degree of credit
risk depends on both the financial condition of the issuer and the terms of the obligation. Securities rated in the four highest categories (Standard & Poors (S&P) (AAA, AA, A and BBB), Fitch Ratings
(Fitch) (AAA, AA, A and BBB) or Moodys Investors Service, Inc. (Moodys) (Aaa, Aa, A and Baa)) by the rating agencies are considered investment grade but they may also have some speculative characteristics, meaning
that they carry more risk than higher rated securities and may have problems making principal and interest payments in difficult economic climates. Investment grade ratings do not guarantee that bonds will not lose value or default.
If a security issuer defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. Lower credit
quality may lead to greater volatility in the price of a security and in shares of the Fund. Lower credit quality also may affect liquidity and make it difficult to sell the security. Default, or the markets perception that an issuer is likely
to default, could reduce the value and liquidity of securities, thereby reducing the value of your investment in Fund shares. In addition, default may cause the Fund to incur expenses in seeking recovery of principal or interest on its portfolio
holdings.
When the Fund or any trading company invests in over-the-counter derivatives (including options), it is assuming a credit risk with regard to
the party with which it trades and also bears the risk of settlement default. These risks may differ materially from risks associated with transactions effected on an exchange, which generally are backed by clearing organization guarantees, daily
mark-to-market and settlement, segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. Relying on any counterparty
exposes the Fund to the risk that such counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem,
thus causing the Fund to suffer a loss. If any counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease.
In addition, to the extent the Fund or any trading company deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. The Fund is neither
restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of the Fund to transact business with any one or number of counterparties and the absence of a
regulated market to facilitate settlement may increase the potential for losses by the Fund.
High Indirect fees and expenses:
Your cost of investing in the Fund may be higher than the cost of investing in other mutual funds that invest directly in the types of instruments traded by the
Campbell Program. In addition to the Funds direct fees and expenses, you will indirectly bear fees and expenses paid by the Subsidiary and by a trading company, including management fees and performance-based fees associated with the Campbell
Program, commodity brokerage commissions and operating expenses. Further, any investment in the Campbell Program is expected to be subject to management and performance-based fees. Management fees typically are based on the leveraged account size or
the notional exposure of the Fund to the Campbell Program and not the actual cash invested.
Performance fees:
The performance-based fees indirectly paid to Campbell may create an incentive for Campbell to make investments that are riskier or more speculative than those they
might have made in the absence of such performance-based fees. In addition, because performance-based fees will generally be calculated on a basis that includes unrealized trading profits of the Campbell Program, the fee may be greater than if it
were based solely on realized gains. Positive performance of the Funds investments in the Campbell Program is expected to result in performance-based compensation being paid to Campbell, which will be borne indirectly by the Fund, even if the
Funds overall returns are negative. Further, because performance fees are frequently calculated on a quarterly basis (and, in some cases, upon a withdrawal of capital from a trading company), it is possible that Campbell could earn a
performance fee in a year in which its overall performance for the whole year was negative.
14
Currency Risk:
The Funds indirect and direct exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in value relative to the
U.S. Dollar, or, in the case of short positions, that the U.S. Dollar will decline in value relative to the currency that the Fund is short. Currency rates in foreign countries may fluctuate significantly over short periods of time for a
number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad. In addition, the Fund may incur transaction costs in connection with conversions between various
currencies.
Emerging Market Risk:
The Fund
intends to have exposure to emerging markets due to the Campbell Programs investments in certain stock index futures and foreign exchange instruments. Investing in emerging markets will, among other things, expose the Fund to all the risks
described below in the Foreign Market Risk section, and you should review that section carefully. However, there are greater risks involved in investing in emerging market countries and/or their financial markets than there are in more developed
countries and/or markets. Generally, economic structures in these countries are less diverse and mature than those in developed countries, and their political systems are less stable. Investments in emerging market countries may be affected by
national policies that restrict foreign investment in certain issuers or industries. The small size of their financial markets and low trading volumes can make investments illiquid and more volatile than investments in developed countries and such
securities may be subject to abrupt and severe price declines. The Fund may be required to establish special custody or other arrangements before investing. In addition, because the securities settlement procedures are less developed in these
countries, the Fund may be required to deliver securities before receiving payment and may also be unable to complete transactions during market disruptions. The possible establishment of exchange controls or freezes on the convertibility of
currency might adversely affect an investment in assets traded in foreign markets.
Foreign Market Risk:
A substantial portion of the trades of the Campbell Program are expected to take place on markets or exchanges outside the United States. There is no limit to the
amount of assets of the Fund that may be committed to trading on foreign markets. The risk of loss in trading foreign futures and options on futures contracts can be substantial. Participation in foreign futures and options on futures contracts
involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade or exchange. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals markets in which performance is the
responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or
refusal to perform by the counterparty.
Some foreign markets present additional risk, because they are not subject to the same degree of regulation as
their U.S. counterparts. No U.S. regulatory agency or any domestic exchange regulates activities on any foreign boards of trade or exchanges (such as the execution, delivery and clearing of transactions) or has the power to compel enforcement of the
rules of a foreign board of trade or exchange or of any applicable foreign laws. Similarly, the rights of market participants, in the event of the insolvency or bankruptcy of a foreign market or broker are also likely to be more limited than in the
case of U.S. markets or brokers. As a result, in these markets, there is less legal and regulatory protection than that available domestically.
Additionally, trading on foreign exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local
economic declines and political instability. An adverse development with respect to any of these variables could reduce the profit or increase the loss earned on trades in the affected international markets. International trading activities are
subject to foreign exchange risk.
General Market Risk:
The Funds NAV and investment return will fluctuate based upon changes in the value of its portfolio securities. The market value of securities in which the Fund or the Subsidiary invests is based upon the
markets perception of value and is not necessarily an objective measure of a securitys value. There is no assurance that the Fund will realize its investment objective, and an investment in the Fund is not, by itself, a complete or
balanced investment program. You could lose money on your investment in the Fund, or the Fund could underperform other investments.
Government
Intervention and Regulatory Changes:
The recent instability in financial markets has led government to take a number of unprecedented actions
designed to support certain financial institutions and segments of the financial markets that are exposed to extreme volatility and in some cases lack of liquidity. For example, the Dodd-Frank Act significantly revises and expands the rulemaking,
supervisory and enforcement authority of federal bank, securities and commodities regulators. It is unclear how these
15
regulators will exercise these revised and expanded powers and whether they will undertake rulemaking, supervisory or enforcement actions that would adversely affect the Fund or investments made
by the Fund. Possible regulatory actions taken under these revised and expanded powers may include actions related to financial consumer protection, proprietary trading and derivatives. There can be no assurance that future regulatory actions
authorized by the Dodd-Frank Act will not adversely impact the Fund. Legislators and regulators in the United States are currently considering a wide range of proposals beyond the Dodd-Frank Act that, if enacted, could result in major changes to the
way banking operations are regulated. Some of these major changes could materially affect the profitability of the Fund or the value of investments made by the Fund or force the Fund to revise its investment strategy or divest certain of its
investments. Any of these developments could expose the Fund to additional costs, taxes, liabilities, enforcement actions and reputational risk.
In
addition, the Dodd-Frank Act established a new regulatory structure for derivatives. The new legislation requires regulators to set minimum capital requirements and minimum initial and variation margin requirements, repeals prior regulatory
exemptions for OTC derivatives, provides substantial authority to the SEC and the CFTC with respect to position limits for certain swaps and may change the standards for determining manipulation. Much of the required rulemaking and regulations have
yet to be implemented. Accordingly, the effect of the new legislation and its impact on the Fund and any trading companies cannot yet be known. If more restrictive position limits are imposed on investors in the commodity futures and other
derivative markets the Campbell Program, and as a result, the Fund, may be adversely affected. Similarly, changes in the regulation of foreign currency-related trading arising from the Dodd-Frank Act may make it more expensive for the Fund and
otherwise limit the Funds ability to engage in such trading, which could adversely affect the Fund.
In 2012, the CFTC adopted certain rule
amendments that significantly affected the exemptions from CFTC regulations that were available to the Fund and its Subsidiary. Effective January 1, 2013, the Fund and its Subsidiary are subject to CFTC regulations because of these changes. At
the time of the CFTCs adoption of the rule amendments, Equinox was (and continues to be) registered as a commodity pool operator (CPO) and, accordingly, is subject to CFTC regulations. On August 13, 2013, the CFTC adopted
final rules to harmonize the compliance obligations of CPOs with respect to commodity pools that are also registered investment companies under the 1940 Act. Under the final harmonization rules, the CPOs of such commodity pools may elect
substituted compliance whereby such CPOs will be deemed to have substantially satisfied the CFTC-mandated disclosure, reporting and recordkeeping obligations by complying with the SECs disclosure, reporting and recordkeeping regime
under the 1940 Act, in lieu of complying with the CFTCs alternative requirements. The Fund intends to utilize the substituted compliance option.
Leverage/Volatility Risk:
The Fund may employ leverage and
may invest in leveraged instruments. The more the Fund invests in leveraged instruments, the more this leverage will magnify any losses on those investments. Leverage will cause the value of the Funds shares to be more volatile than if the
Fund did not use leverage. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities or other investments. The Fund or any trading company may engage in transactions or
purchase instruments that give rise to forms of leverage. Such transactions and instruments may include the investment of collateral from loans of portfolio securities, or the use of when issued, delayed-delivery or forward commitment transactions.
Derivative contracts ordinarily have leverage inherent in their terms. The use of leverage may also cause the Fund or a trading company to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations
or to meet segregation requirements. Certain types of leveraging transactions could theoretically be subject to unlimited losses in cases where the Fund or a trading company, for any reason, is unable to close out the transaction.
Furthermore, derivative contracts are highly volatile and are subject to occasional rapid and substantial fluctuations. Consequently, you could lose all or
substantially all of your investment in the Fund should the trading positions of the Fund or any trading company suddenly turn unprofitable.
Liquidity Risk:
The Fund may be subject to liquidity risk
primarily due to investments in derivatives. The Fund may invest up to 15% of its net assets in illiquid securities or instruments. Derivatives, such as swaps, options and warrants, may not be readily marketable and, therefore, may be deemed to be
illiquid. An asset is not readily marketable if it cannot be sold within seven business days in the ordinary course of business for approximately the amount at which it is valued. Investments in illiquid assets involve the risk that the Fund may be
unable to sell the asset or sell it at a reasonable price. In addition, the Fund may be required to liquidate positions or close out derivatives on unfavorable terms at a time contrary to the interests of the Fund in order to raise cash to pay
redemptions.
16
An investment in derivatives is also subject to the risk that the Fund may not be able to terminate the derivatives
effective on whatever date it chooses, or that the settlement of any early termination may depend on subsequent market movements. As a result, the Fund may be exposed to the risk of additional losses due to such delays.
Management Risk:
The Advisers judgments about the
attractiveness, value and potential positive or negative performance of the Campbell Program or any particular security or derivative in which the Fund invests or sells short may prove to be inaccurate and may not produce the desired results.
Non-Diversification Risk:
The Fund is a
non-diversified investment company, which means that more of the Funds assets may be invested in the securities of a single issuer than could be invested in the securities of a single issuer by a diversified investment company. This may make
the value of the Funds shares more susceptible to certain risks than shares of a diversified investment company. As a non-diversified fund, the Fund has a greater potential to realize losses upon the occurrence of adverse events affecting a
particular issuer.
OTC Trading Risk:
Certain of
the derivatives in which the Fund may invest, including swap agreements, may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated and
lacks transparency with respect to the terms of OTC transactions. OTC derivatives are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to the Fund. In
addition, such derivative instruments are often highly customized and tailored to meet the needs of the counterparties. If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a
transaction or liquidate a position at an advantageous time or price. As a result and similar to other privately negotiated contracts, the Fund is subject to counterparty credit risk with respect to such derivative contracts.
Portfolio Turnover Risk:
The Fund may frequently buy and
sell portfolio securities and other assets to rebalance the Funds exposure to various market sectors. Higher portfolio turnover may result in the Fund paying higher levels of transaction costs and generating greater tax liabilities for
shareholders. Portfolio turnover risk may cause the Funds performance to be less than you expect.
Regulatory Risk:
Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely affect the issuer, or market value, of an instrument
held by the Fund or the Funds performance.
Subsidiary Risk:
The Subsidiary is not registered under the Investment Company Act of 1940 and, unless otherwise noted in this Prospectus, is not subject to all of the investor protections of the Investment Company Act of 1940.
Thus, the Fund, as an investor in the Subsidiary, will not have all of the protections offered to investors in registered investment companies. However, the Fund wholly owns and controls the Subsidiary, and the Fund and the Subsidiary are both
managed by the Adviser, making it unlikely that the Subsidiary will take action contrary to the interests of the Fund or its shareholders. While the Subsidiary has an independent board of directors that is responsible for overseeing the operations
of the Subsidiary, the Funds Board has oversight responsibility for the investment activities of the Fund, including its investment in the Subsidiary, and the Funds role as the sole shareholder of the Subsidiary. Also, to the extent they
are applicable to the investment activities of the Subsidiary, the Adviser will be subject to the same fundamental investment restrictions that apply to the management of the Fund in managing the Subsidiarys portfolio. It is not currently
expected that shares of the Subsidiary will be sold or offered to investors other than the Fund.
Changes in the laws of the United States and/or the
Cayman Islands, under which the Fund and the Subsidiary, respectively, are organized, could result in the inability of the Fund and/or the Subsidiary to operate as described in this Prospectus and could negatively affect the Fund and its
shareholders. For example, Cayman Islands law does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary
must pay Cayman Islands governmental authority taxes, Fund shareholders would likely suffer decreased investment returns.
17
Taxation Risk:
By investing in commodities indirectly through the Subsidiary, the Fund will obtain exposure to the commodities markets within the federal tax requirements that
apply to the Fund. The Subsidiary is classified as a controlled foreign corporation for US tax purposes. Typically any gains/losses from trading in 1256 futures contracts, such as exchange-traded commodity futures contracts, are taxed 60% as long
term capital gains/losses and 40% short term capital gains/losses. However, because the Subsidiary is a controlled foreign corporation, any income received from its investments in the Campbell Program will be passed through to the Fund as ordinary
income and reflected on shareholders tax Forms 1099 as such.
Temporary Investments:
To respond to adverse market, economic, political or other conditions, the Fund may invest up to 100% of total assets, without limitation, in high-quality
short-term debt securities and money market instruments or any derivative instrument meant to track the return of any such instrument. These short-term debt securities and money market instruments include shares of other mutual funds, commercial
paper, certificates of deposit, bankers acceptances, U.S. Government securities and repurchase agreements. While the Fund is in a defensive position, the opportunity to achieve its investment objective will be limited. Furthermore, to the
extent that the Fund invests in money market mutual funds for cash positions, there will be some duplication of expenses because the Fund will bear its pro-rata portion of such money market funds advisory fees and operational fees. The Fund
may also invest a substantial portion of its assets in such instruments at any time to maintain liquidity or pending selection of investments in accordance with its policies.
Portfolio Holdings Disclosure:
A description of the Funds policies regarding
the release of portfolio holdings information is available in the Funds Statement of Additional Information (SAI) and can also be found on the Funds website at www.EquinoxFundManagement.com.
MANAGEMENT
Investment Adviser:
Equinox Fund
Management, LLC, a Delaware limited liability company formed in 2003, serves as the investment adviser to the Fund. It has been registered with the Commodity Futures Trading Commission as a commodity pool operator since 2003 and registered with the
Securities and Exchange Commission (SEC) as an investment adviser since 2007. The Advisers principal place of business is located at 1775 Sherman Street, Suite 2500 Denver, CO 80203. The Adviser manages and supervises the
investment of the Funds assets on a discretionary basis. As of December 31, 2013, the Adviser had approximately $1.315 billion in assets under management.
For its services, the Adviser is entitled to an investment advisory fee, which is calculated daily and paid monthly, at an annual rate of 0.75% of the Funds average daily net assets. The Adviser has
contractually agreed that from commencement of the Funds operations through January 31, 2015, it will reduce its compensation and/or reimburse certain expenses for the Fund, to the extent necessary to ensure that the Funds total
operating expenses, excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), interest, extraordinary items, Acquired Fund Fees and Expenses and
brokerage commissions, do not exceed, on an annual basis, 0.90% of the Funds average daily net assets. The Adviser shall be entitled to recover, subject to approval by the Board of Trustees of the Trust, such waived or reimbursed amounts for a
period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund.
A discussion
regarding the basis for the Board of Trustees approval of the investment advisory contract with the Adviser is available in the Funds Annual Report to Shareholders.
Portfolio Managers:
Richard Bornhoft is a Co-Founder and the Chief Investment
Officer of the Adviser. He leads the Advisers Portfolio Management Team and is responsible for day-to-day investment decisions for the Fund. Mr. Bornhoft has over 30 years of experience in the alternative investment industry. He
specializes in the creation, evaluation, and risk monitoring of managed futures investment portfolios for institutional and individual investors. Mr. Bornhoft began his career directing hedging strategies for mortgage and agricultural companies
and banks, and subsequently as a systematic CTA. Mr. Bornhoft co-founded one of the first multiple-CTA managed futures funds in 1983, and his own futures investment advisory firm in 1985. Over the course of his career, Mr. Bornhoft has
financially engineered and directed the research,
18
design and on-going management of multiple-CTA managed futures portfolios for approximately 20 pension plans, corporations and banking institutions throughout the world. He has served on numerous
arbitration boards and committees of regulatory and industry organizations. Mr. Bornhoft earned his BS in Agricultural Business from Colorado State University. He holds securities licenses Series 7, 24, 63 and CFTC/NFA Series 3.
Dr. Ajay Dravid is the Managing Director of Portfolio Strategy for the Adviser and joined the Adviser in 2011. As a co-portfolio manager of Equinox Fund
Managements mutual funds, Dr. Dravid is involved in day-to-day portfolio and risk management, as well as in developing and structuring new products. Prior to joining Equinox, he was a consultant and a member of the Executive Committee of
The Frontier Fund. Dr. Dravid has more than 30 years of experience in industry, academia, and financial services. From 2004 to 2006, he was President of Saranac Capital Management, a separate entity spun out from Citigroup to manage more than
$3 billion in hedge fund assets. From 1996 to 2004, he was a Director and then a Managing Director at Salomon Brothers and Citigroup, where he helped to build and manage the hedge fund business and platforms. He was a co-portfolio manager for the
Multi-Strategy Arbitrage funds, a quantitative analyst for the Equity Long-Short funds, and the head of the Risk Committee. He was also involved in the structuring and marketing of funds and in client service. From 1993 to 1996, Dr. Dravid was
a Vice President in the Asset Allocation Research Group of Salomon Brothers. Prior to this, he was an Assistant Professor of Finance at the Wharton School.
Dr. Dravid has published numerous papers in leading academic and practitioner journals including Journal of Finance, Journal of Financial Economics, and Journal of Derivatives. Dr. Dravid received a BSc
in Physics from the University of Poona (India), an MA in Physics from SUNY at Stony Brook, an MBA in Finance and Marketing from the University of Rochester, and a PhD in Finance from the Graduate School of Business at Stanford University. He holds
securities licenses Series 7 and 63 and CFTC/NFA Series 3.
Sue Osborne is a member of the Advisers portfolio management team and joined the
Advisor in April 2013.Ms. Osborne is also Director of Research at Equinox Institutional Asset Management, LP (formerly known as Tapestry Asset Management, LP), an affiliate of the Adviser, where she has been since 2003, first as a consultant and
then in her current role. She has held positions in hedge fund research and portfolio management at Hamilton & Co. from 2002 to 2003, Goldman Sachs from 1998 to 2002, Lake Partners from 1996 to 1998, and Greenwich Associates in1996. She
holds an MBA from Lehigh University and a BS in Marketing from Duquesne University.
Afroz Qadeer is a member of the Advisers portfolio management
team and joined the Adviser in April 2013. Mr. Qadeer co-founded Equinox Institutional Asset Management, LP (then known as Tapestry Asset Management, LP)in 2002 and serves as its President and Chief Investment Officer. He has held tenures in
hedge fund research and portfolio management roles with Goldman Sachs, Optima Fund Management, and Lake Partners. In such roles, he participated in the launch of eight multi-manager funds, management of 20 multi-manager portfolios covering a diverse
range of alternatives, and management of four hedge fund portfolios with assets of approximately $2 billion. Mr. Qadeer holds an MBA from The Wharton School, University of Pennsylvania and a Bachelor of Commerce from Sydenham College,
University of Bombay, India.
Rufus Rankin is the Advisers Director of Portfolio Management and joined the Adviser in 2011. Dr. Rankin works
on the conception, development and implementation of new products and distribution strategies for investment products managed by Equinox Fund Management, a role that requires daily contact with and evaluation of CTAs, and other alternative
investment managers. He is a co-portfolio manager of the firms mutual funds. Prior to his current role, he was Product Development Manager at Solon Capital, LLC, an affiliate of the adviser. Before then, he performed sales at SEI from August
2005 to February 2009, and was previously at Morgan Stanley from September 2004 to August 2005. Dr. Rankin holds a BA in Philosophy and a Masters in International Studies from North Carolina State University, and a Doctorate of Business
Administration from Grenoble Ecole de Management. His doctoral dissertation focused on statistical methods of enhancing multi-manager and multi-asset portfolio diversification, with an emphasis on portfolios of CTAs and Hedge Funds.
The SAI provides additional information about the portfolio managers compensation, other accounts managed, and ownership of Fund shares.
In addition to investment advisory fees, the Fund pays other expenses including costs incurred in connection with the maintenance of its securities law
registration, printing and mailing prospectuses and SAIs to shareholders, certain financial accounting services, taxes or governmental fees, custodial, transfer and shareholder servicing agent costs, expenses of outside counsel and independent
accountants, preparation of shareholder reports and expenses of trustee and shareholders meetings.
19
Investment Subsidiary:
The Subsidiary is a company organized under the laws of the Cayman Islands, and is overseen by its own board of directors. The Fund is the sole shareholder of the Subsidiary. It is not currently expected that
shares of the Subsidiary will be sold or offered to other investors. If, at any time, the Subsidiary proposes to offer or sell its shares to any investor other than the Fund, Fund shareholders will receive 60 days prior notice of such offer or sale.
As with the Fund, the Adviser is responsible for the Subsidiarys day-to-day business pursuant to an investment advisory agreement with the
Subsidiary. Under the terms of the agreement, the Adviser provides the Subsidiary with the same type of management services, under the same terms, as are provided to the Fund. The advisory agreement with the Subsidiary provides for automatic
termination upon the termination of the investment advisory agreement with respect to the Fund. The Subsidiary has also entered into separate contracts for the provision of custody, transfer agency, and audit services with the same service providers
that provide those services to the Fund.
The Fund and Subsidiary pay the Adviser a fee for its services. The Adviser has contractually agreed to waive
the fee it receives from the Fund in an amount equal to the management fee paid to the Adviser by the Subsidiary. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary, and may not be terminated by the Adviser
unless the Adviser first obtains the prior approval of the Funds Board of Trustees for such termination. The Subsidiary will also bear the fees and expenses incurred in connection with the custody, transfer agency and audit services that it
receives. The Fund expects that the expenses borne by the Subsidiary will not be material in relation to the value of the Funds assets. It is also anticipated that the Funds own expense will be reduced to some extent as a result of the
payment of such expenses at the Subsidiary level. It is therefore expected that any duplicative fees for similar services provided to the Fund and the Subsidiary will not be material.
The Subsidiary will be managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Fund. As a result, the Adviser, in managing
the Subsidiarys portfolio, is subject to the same investment policies and restrictions that apply to the management of the Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and
method of the valuation of the Subsidiarys portfolio investments and shares of the Subsidiary. These policies and restrictions are described in detail in the Funds SAI. The Funds Chief Compliance Officer oversees implementation of
the Subsidiarys policies and procedures, and makes periodic reports to the Funds Board of Trustees regarding the Subsidiarys compliance with its policies and procedures.
The financial statements of the Subsidiary will be included in the Funds annual and semi-annual reports. The Funds annual and semi-annual reports are distributed to shareholders, and copies of the
reports are provided without charge upon request as indicated on the back cover of this Prospectus. Please refer to the SAI for additional information about the organization and management of the Subsidiary.
HOW SHARES ARE PRICED
The Funds NAV and offering price (NAV plus any
applicable sales charges) is determined at 4:00 p.m. (Eastern Time) on each day the New York Stock Exchange (NYSE) is open for business (a Business Day). NAV is computed by determining the aggregate market value of all assets
of the Fund, less its liabilities, divided by the total number of shares outstanding ((assets-liabilities)/number of shares = NAV). The NYSE is closed on weekends and New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The NAV takes into account the expenses and fees of the Fund, including management, administration, and distribution fees, which are accrued daily. The
determination of NAV for a particular day is applicable to all applications for the purchase of shares, as well as all requests for the redemption of shares, received by the Fund (or an authorized broker or agent, or its authorized designee) before
the close of trading on the NYSE on that day.
If available, the Funds investments in securities and other exchange traded assets are generally
valued based on market quotations. If market prices are unavailable or the Fund believes that they are unreliable, the Fund prices those securities or other assets at fair value as determined in good faith using methods approved by the Board of
Trustees. For example, market prices may be unavailable if trading in a particular portfolio security was halted during the day and did not resume prior to the Funds NAV calculation. The Fund may view market prices as unreliable when the value
of a security has been materially affected by events occurring after the market closes, but prior to the time as of which the Fund calculates NAV. The Fund will regularly value its investments in derivative instruments, including swaps, at fair
value. The use of fair valuation in pricing a portfolio holding involves the consideration of a number of subjective
20
factors and therefore, is susceptible to the unavoidable risk that the valuation may be higher or lower than the price at which the portfolio holding might actually trade if a reliable market
price were readily available.
The Fund may use independent pricing services to assist in calculating the value of the Funds portfolio holdings.
With respect to any portion of the Funds assets that are invested in one or more open-end management investment companies registered under the
1940 Act, each Funds net asset value is calculated based upon the net asset values of those open-end management investment companies, and the prospectuses for these companies explain the circumstances under which those companies will use fair
value pricing and the effects of using fair value pricing.
Applicable federal tax requirements generally limit the degree to which the Fund may invest
in the Subsidiary to an amount not exceeding 25% of its total assets. The Subsidiary prices its portfolio investments pursuant to the same pricing and valuation methodologies and procedures employed by the Fund. The Subsidiary offers to redeem all
or a portion of its shares at the current net asset value per share every day the Fund is open for business. The value of shares of the Subsidiary will fluctuate with the value of the Subsidiarys portfolio investments.
More information about the valuation of the Funds holdings is provided in the SAI.
HOW TO PURCHASE SHARES
SHARE CLASSES
Presently, the Fund has registered four classes of shares, Class A, Class C, Class I and Class P. Class C shares are offered in a separate prospectus.
Class A shares are designed for individual and retail investors. Class I shares are designed for institutional investors. Class P shares are offered through certain asset allocation, wrap fee and other similar programs offered by broker-dealers
and other intermediaries. You should weigh the impact of all potential costs over the life of your investment before making your initial investment. Each share class is available to all investors who meet the investment minimum for the class, as
described below. Not all share classes may be available for purchase in all states.
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Class A
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Class I
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Class P
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Initial sales charge of 5.75% or less
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No initial sales charge
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No initial sales charge
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Deferred sales charge may apply
1
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No deferred sales charge
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No deferred sales charge
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Higher annual expenses than Class I shares
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Lower annual expenses than Class A shares and Class P
2
shares due to no distribution fee and no shareholder service fees
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Higher annual expenses than Class I shares
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1
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A 1.00% CDSC may apply for investments of $1 million or more of Class A Shares (and therefore no initial sales charge was paid) and shares are redeemed
within 12 months after initial purchase. The CDSC shall not apply to those purchases of Class A shares of $1 million or more where the Distributor did not pay a commission to the selling broker-dealer. Investors should inquire with their
financial intermediary regarding whether the CDSC is applicable to them.
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2
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The Fund is not currently making payments under the Rule 12b-1 Plan with respect to Class P shares.
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INVESTMENT MINIMUMS
Shares representing interests in the
Fund are offered continuously for sale by the Distributor. You can purchase Class A shares, Class I shares or Class P shares of the Fund through certain broker-dealers or directly through the transfer agent of the Fund, as discussed below.
Shares of the Fund are offered only to residents of states in which the shares are registered or qualified. No share certificates are issued in connection with the purchase of Fund shares. Listed below are the minimum investment amounts for
Class A shares, Class I shares and Class P shares. The Fund reserves the right to waive the minimum initial investment requirement for any investor.
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Purchase Amounts
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Class A
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Class I
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Class P
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Minimum initial investment
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$
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2,500
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$
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100,000
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$
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2,500
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Minimum subsequent investment
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$
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500
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No Minimum
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No Minimum
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21
SHARE CLASSES
Class A Shares
Distribution
Plan.
The Board of Trustees, on behalf of the Funds Class A shares, has adopted a plan pursuant to Rule 12b-1 under the 1940 Act that allows the Fund to pay distribution and service fees for the sale and
distribution of its shares and for services provided to its shareholders. Because these fees are paid out of the Funds assets on an ongoing basis, over time, these fees will increase the cost of your investment and may cost more than paying
other types of sales charges. The distribution plan for Class A shares provides for payments of up to 0.25% of the average daily net assets of the Funds Class A shares.
Shareholder Service Plan.
The Fund may enter into shareholder services arrangements with broker-dealers, banks, trust companies, and other financial services firms under which such
firms agree to provide certain support services to Class A shareholders for a fee of up to 0.25% of the Funds average daily net assets attributable to Class A shares. Because service fees are paid out of Fund assets on an ongoing
basis, they will, over time, increase the cost of investment.
Front-End Sales Charge.
Class A shares of the Fund are
offered at their public offering price, which is net asset value per share plus the applicable sales charge. The minimum initial investment in Class A shares is $2,500 and the minimum subsequent investment is $500. The sales charge varies,
depending on how much you invest. There are no sales charges on reinvested distributions. The following sales charges apply to your purchases of Class A shares of the Fund, at net asset value with the following front end sales charges
(FESC) based on the amount of purchase:
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Amount Invested
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Sales Charge as a %
of Offering Price
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Sales Charge as a %
of Amount Invested
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Dealer
Reallowance
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Under $25,000
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5.75%
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6.10%
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5.00%
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$25,000 to $49,999
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5.00%
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5.26%
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4.25%
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$50,000 to $99,999
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4.75%
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4.99%
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4.00%
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$100,000 to $249,999
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3.75%
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3.90%
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3.25%
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$250,000 to $499,999
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2.50%
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2.56%
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2.00%
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$500,000 to $999,999
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2.00%
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2.04%
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1.75%
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$1,000,000 and above
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0.00%
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0.00%
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See Below
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Authorized dealers may receive commissions on purchases of Class A shares of $1 million calculated as follows: For sales of $1
million or more, payments may be made to those broker-dealers having at least $1 million of assets invested in the Fund, a fee of up to 1% of the offering price of such shares up to $2.5 million, 0.50% of the offering price from $2.5 million to $5
million, and 0.25% of the offering price over $5 million. The commission rate is determined based on the purchase amount combined with the current market value of existing investments in Class A shares.
As shown, investors that purchase $1,000,000 or more of the Funds Class A shares will not pay any initial sales charge on the purchase. However,
purchases of $1,000,000 or more of Class A shares may be subject to a 1% CDSC on shares redeemed during the first 12 months after their purchase in the amount of the commissions paid on those shares redeemed.
You may qualify for reduced sales charges or sales charge waivers. If you believe that you may qualify for a reduction or waiver of the sales charge, you should
discuss this matter with your broker or other financial intermediary. To qualify for these reductions or waivers, you or your financial intermediary must provide sufficient information at the time of purchase to verify that your purchase qualifies
for such treatment. This information could be used to aggregate, for example, holdings in retirement accounts, Fund shares owned by your immediate family members, and holdings in accounts at other brokers or financial intermediaries. In addition to
breakpoint discounts, the following sections describe other circumstances in which sales charges are waived or otherwise may be reduced. See Reduced Sales Charges below.
Waiver of Front-End Sales Charge Class A Shares
The front-end sales charge will be waived on
Class A Shares purchased:
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through reinvestment of dividends and distributions;
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through an asset allocation account advised by the adviser or one of its affiliates;
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by persons repurchasing shares they redeemed within the last 90 days (see Repurchase of Class A Shares);
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by employees, and members of their immediate family, of the adviser and its affiliates;
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22
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by employees and retirees of the Funds administrator or distributor;
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by Trustees and officers of Equinox Funds Trust;
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by participants in certain wrap-fee or asset allocation programs or other fee based arrangements sponsored by broker-dealers and other financial
institutions that have entered into agreements with the distributor;
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by clients of registered investment advisers that have entered into arrangements with the distributor providing for the shares to be used in particular
investment products made available to such clients and for which such registered investment advisers may charge a separate fee;
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by persons investing an amount less than or equal to the value of an account distribution when an account for which a bank affiliated with the adviser acted in a
fiduciary, administrative, custodial or investment advisory capacity is closed; or
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through dealers, retirement plans, asset allocation programs and financial institutions that, under their dealer agreements with the Funds distributor or
otherwise, do not receive any portion of the front-end sales charge.
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Repurchase of Class A Shares
You may repurchase any amount of Class A Shares of the Fund at NAV (without the normal front-end sales charge), up to the limit of the value of any amount of
Class A Shares (other than those which were purchased with reinvested dividends and distributions) that you redeemed within the past 90 days. In effect, this allows you to reacquire shares that you may have had to redeem, without repaying the
front-end sales charge. To exercise this privilege, the Fund must receive your purchase order within 90 days of your redemption. In addition, you must notify the Fund when you send in your purchase order that you are repurchasing shares. Certain tax
rules may limit your ability to recognize a loss on the redemption of your Class A Shares, and you should consult your tax advisor if recognizing such a loss is important to you.
Reduced Sales Charge Class A Shares
In addition to the above described reductions in initial sales
charges for purchases over a certain dollar size, you may also be eligible to participate in one or more of the programs described below to lower your initial sales charge. To be eligible to participate in these programs, you must inform your
broker-dealer or financial advisor at the time you purchase shares that you would like to participate in one or more of the programs and provide information necessary to determine your eligibility to participate, including the account number(s) and
names in which your accounts are registered at the time of purchase. In addition, the Fund or its agent may request account statements if it is unable to verify your account information.
Rights of Accumulation
In calculating the appropriate sales charge rate, this right allows you to add the
value of the Class A Shares you already own to the amount that you are currently purchasing. The Fund will combine the value of your current purchases with the current value of any Class A Shares you purchased previously for (i) your
account, (ii) your spouses account, (iii) a joint account with your spouse, or (iv) your minor childrens trust or custodial accounts. A fiduciary purchasing shares for the same fiduciary account, trust or estate may also
use this right of accumulation. If your investment qualifies for a reduced sales load due to accumulation of purchases, you must notify the Funds transfer agent at the time of purchase of the existence of other accounts and/or holdings
eligible to be aggregated to reduce or eliminate the sales load. You may be required to provide records, such as account statements, regarding the Fund shares held by you or related accounts at the Fund or at other financial intermediaries in order
to verify your eligibility for a breakpoint discount. You will receive the reduced sales load only on the additional purchases and not retroactively on previous purchases. The Fund may amend or terminate this right of accumulation at any time.
Letter of Intent
You may purchase Class A
Shares at the sales charge rate applicable to the total amount of the purchases you intend to make over a 13-month period. In other words, a Letter of Intent allows you to purchase Class A Shares of the Fund over a 13-month period and receive
the same sales charge as if you had purchased all the shares at the same time. The Fund will only consider the value of Class A Shares sold subject to a sales charge. As a result, shares of the Class A Shares purchased with dividends or
distributions will not be included in the calculation. To be entitled to a reduced sales charge on the purchase of Class A Shares based on shares you intend to purchase over the 13-month period, you must send the Fund a Letter of Intent. In
calculating the total amount of purchases, you may include in your Letter purchases made up to 90 days before the date of the Letter. Purchases resulting from the reinvestment of dividends and capital gains do not apply toward fulfillment of the
Letter. The 13-month period begins on the date of the
23
first purchase, including those purchases made in the 90-day period before the date of the Letter. Please note that the purchase price of these prior purchases will not be adjusted.
You are not legally bound by the terms of your Letter of Intent to purchase the amount of your shares stated in the Letter. The Letter does, however, authorize the
Fund to hold in escrow 5% of the total amount you intend to purchase. If you do not complete the total intended purchase of Class A Shares at the end of the 13-month period, the Funds transfer agent will redeem the necessary portion of
the escrowed shares to make up the difference between the reduced rate sales charge (based on the amount you intended to purchase) and the sales charge that would normally apply (based on the actual amount you purchased).
Combined Purchase/Quantity Discount Privilege
When
calculating the appropriate sales charge rate, the Fund will, upon written notification at the time of purchase, combine same-day purchases of Class A Shares (that are subject to a sales charge) made by you, your spouse and your minor children
(under age 21). This combination also applies to Class A Shares you purchase with a Letter of Intent.
Purchasers Qualifying for Reductions in
Initial Sales Charges
Only certain persons or groups are eligible for the reductions in initial sales charges described in the preceding section.
These qualified purchasers include the following:
Individuals
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an individual, his or her spouse, or children residing in the same household;
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any trust established exclusively for the benefit of an individual;
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Trustees and Fiduciaries
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a trustee or fiduciary purchasing for a single trust, estate or fiduciary account; and
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Other Groups
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any organized group of persons, whether or not incorporated, purchasing Fund shares, provided that (i) the organization has been in existence for at least
six months; and (ii) the organization has some purpose other than the purchase at a discount of redeemable securities of a registered investment company.
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Investors or dealers seeking to qualify orders for a reduced initial sales charge must identify such orders at the time of purchase and, if necessary, support their qualification for the reduced charge with
appropriate documentation. Appropriate documentation includes, without limitation, account statements regarding shares of the Fund held in all accounts
(e.g.,
retirement accounts) by the investor, and, if applicable, his or her spouse and
children residing in the same household, including accounts at broker-dealers or other financial intermediaries different than the broker-dealer of record for the current purchase of Fund shares. The distributor reserves the right to determine
whether any purchaser is entitled, by virtue of the foregoing, to the reduced initial sales charge. No person or entity may distribute shares of the Fund without payment of the applicable sales charge other than to persons or entities who qualify
for a reduction in the sales charge as provided herein.
The Fund does not provide additional information on reduced sales charges on its website because
the information is contained in its Prospectus, which will be available on the Funds website at www.EquinoxFundManagement.com.
CLASS I SHARES
Sales of the Funds Class I shares are not subject to a front-end sales charge, contingent deferred sales charge or a Rule 12b-1 fee. The
minimum initial investment in the Class I shares is $100,000 and subsequent investments may be made in any amount.
CLASS P SHARES
Sales of the Funds Class P shares are not subject to a front-end sales charge or contingent deferred sales charge. The minimum initial investment in the Class
P shares is $2,500 and subsequent investments may be made in any amount.
Distribution Plan.
The Board of Trustees, on
behalf of the Funds Class P shares, has adopted a plan pursuant to Rule 12b-1 under the 1940 Act that allows the Fund to pay distribution fees for the sale and distribution of its shares and for services provided to its shareholders. Because
these fees are paid out of the Funds assets on an ongoing
24
basis, over time, these fees will increase the cost of your investment and may cost more than paying other types of sales charges. The distribution plan for Class P shares provides for payments
of up to 0.25% of the average daily net assets of the Funds Class P shares. Currently, the Fund is not making payments under the Rule 12b-1 Plan with respect to Class P shares.
Shareholder Service Plan.
The Fund may enter into shareholder services arrangements with broker-dealers, banks, trust companies, and other financial services firms under which such
firms agree to provide certain support services to Class P shareholders for a fee of up to 0.25% of the Funds average daily net assets attributable to Class P shares. Because service fees are paid out of Fund assets on an ongoing basis, they
will, over time, increase the cost of investment.
FACTORS TO CONSIDER WHEN CHOOSING A SHARE CLASS
When deciding which class of shares of the Fund to purchase, you should consider your investment goals, present and future amounts you may invest in the Fund, and
the length of time you intend to hold your shares. To help you make a determination as to which class of shares to buy, please refer back to the tables disclosing Shareholder Fees and Annual Fund Operating Expenses and the Expense Example in the
Fees and Expenses of the Fund
section of this Prospectus. You also may wish to consult with your financial adviser for advice with regard to which share class would be most appropriate for you.
PURCHASING SHARES
You may purchase shares of the Fund by
sending a completed application form to the following address by either regular or overnight mail:
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Address for Regular Mail:
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Address for Overnight Mail:
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Equinox Campbell Strategy Fund
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154
1-888-643-3431
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Equinox Campbell Strategy Fund
c/o Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
1-888-643-3431
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MINIMUM AND ADDITIONAL INVESTMENT AMOUNTS
The minimum initial investment to open an account is $2,500 for Class A Shares and Class P shares and $100,000 for Class I Shares and the minimum subsequent investment is $500 for Class A Shares. There is
no minimum subsequent investment amount for Class I shares and Class P shares and there is no minimum investment requirement when you are buying shares by reinvesting dividends and distributions from the Fund. The Fund and the Adviser reserve the
right to waive or reduce the investment minimums under certain circumstances. The Fund may change the investment minimums at any time.
The Fund,
however, reserves the right, in its sole discretion, to reject any application to purchase shares. Applications will not be accepted unless they are accompanied by a check drawn on a U.S. bank, savings and loan, or credit union in U.S. funds for the
full amount of the shares to be purchased. After you open an account, you may purchase additional shares by sending a check together with written instructions stating the name(s) on the account and the account number, to the above address.
Make
all checks payable to the name of the Fund
. The Fund will not accept payment in cash, including cashiers checks or money orders. Also, to prevent check fraud, the Fund will not accept third party checks, U.S. Treasury checks, credit card
checks, or starter checks for the purchase of shares.
Note: Gemini Fund Services, LLC (GFS), the Funds transfer agent, will charge a
$25 fee against a shareholders account, in addition to any loss sustained by the Fund, for any check returned to the transfer agent for insufficient funds.
The USA PATRIOT Act requires financial institutions, including the Fund, to adopt certain policies and programs to prevent money-laundering activities, including procedures to verify the identity of customers
opening new accounts. As requested on the application, you should supply your full name, date of birth, social security number, and permanent street address. Mailing addresses containing a P.O. Box will not be accepted. This information will assist
the Fund in verifying your identity. Until such verification is made, the Fund may temporarily limit additional share purchases. In addition, the Fund may limit additional share purchases or close an account if it is unable to verify a
shareholders identity. As required by law, the Fund may employ various procedures, such as comparing the information to fraud databases or requesting additional information or documentation from you, to ensure that the information supplied by
you is correct.
25
When Order is Processed
All shares will be purchased at the NAV, plus any applicable sales charges, per share next determined after the Fund receives your application or request in good order. All requests received in good order by the
Fund before 4:00 p.m. (Eastern time) will be executed on that same day. Requests received after 4:00 p.m. will be processed on the next business day.
Good Order:
When making a purchase request, make sure your request is in good order. Good order means your purchase
request includes:
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the dollar amount of shares to be purchased;
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a completed purchase application or investment stub; and
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a check payable to the Fund.
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PURCHASES
THROUGH BROKERS
You may invest in the Fund through brokers or agents who have entered into selling agreements with the Funds
distributor. These brokers and agents are authorized to designate other intermediaries to receive purchase and redemption orders on behalf of the Fund. The Fund will be deemed to have received a purchase or redemption order when an authorized broker
or its designee receives the order. The broker or agent may set its own initial and subsequent investment minimums. You may be charged a fee if you use a broker or agent to buy or redeem shares of the Fund. Finally, various servicing agents use
procedures and impose restrictions that may be in addition to, or different from those applicable to investors purchasing shares directly from the Fund. You should carefully read the program materials provided to you by your servicing agent.
PURCHASES BY WIRE
If you wish to wire money to
make an investment in the Fund, please call the Fund at 1-888-643-3431 for wiring instructions and to notify the Fund that a wire transfer is coming. Any commercial bank can transfer same-day funds via wire. The Fund will normally accept wired funds
for investment on the day received if they are received by the Funds designated bank before the close of regular trading on the NYSE. Your bank may charge you a fee for wiring same-day funds.
HOW TO REDEEM SHARES
REDEMPTION REQUESTS
You will be entitled to redeem all or any portion of the shares credited to your accounts by submitting a written request for redemption by regular, express or
overnight mail to:
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Address for Regular Mail:
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Address for Overnight Mail:
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Equinox Campbell Strategy Fund
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154
1-888-643-3431
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Equinox Campbell Strategy Fund
c/o Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
1-888-643-3431
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REDEEMING BY TELEPHONE
The
telephone redemption privilege is automatically available to all new accounts, except retirement accounts. If you do not want the telephone redemption privilege, you must indicate this in the appropriate area on your account application or you must
write to the Fund and instruct it to remove this privilege from your account.
The proceeds will be sent by mail to the address designated on your
account or wired directly to your existing account in any commercial bank or brokerage firm in the United States as designated on your application. To redeem by telephone, call 1-888-643-3431. The redemption proceeds normally will be sent by mail or
by wire within three business days after receipt of your telephone instructions. IRA accounts are not redeemable by telephone.
26
The Fund reserves the right to suspend the telephone redemption privileges with respect to your account if the name(s)
or the address on the account has been changed within the previous 30 days. None of the Fund, GFS, or their respective affiliates will be liable for complying with telephone instructions they reasonably believe to be genuine or for any loss, damage,
cost or expenses in acting on such telephone instructions and you will be required to bear the risk of any such loss. The Fund, GFS, or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Fund and/or
GFS do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions. These procedures may include, among others, requiring forms of personal identification prior to acting upon telephone
instructions, providing written confirmation of the transactions and/or tape recording telephone instructions.
WIRE REDEMPTIONS
If you request your redemption by wire transfer, you will be required to pay a $15.00 wire transfer fee to GFS to cover costs associated with the transfer but GFS
does not charge a fee when transferring redemption proceeds by electronic funds transfer. In addition, your bank may impose a charge for receiving wires.
SYSTEMATIC WITHDRAWAL PLAN
If your individual account, IRA,
or other qualified plan account has a current account value of at least $10,000, you may adopt a Systematic Withdrawal Plan to provide for monthly, quarterly or other periodic checks for any designated amount of $100 or more. If you wish to open a
Systematic Withdrawal Plan, please indicate on your application or contact the Fund at 1-888-643-3431.
REDEMPTIONS IN KIND
The Fund reserves the right to honor requests for redemption or repurchase orders by making payment in whole or in part in readily marketable securities
(redemption in kind) if the amount is greater than (the lesser of) $250,000 or 1% of the Funds assets. The securities will be chosen by the Fund and valued under the Funds net asset value procedures. A shareholder will be
exposed to market risk until these securities are converted to cash and may incur transaction expenses, including taxes, in converting these securities to cash.
WHEN REDEMPTIONS ARE SENT
Once the Fund receives your redemption request in good order (as
described below), it will issue a check based on the next determined NAV following your redemption request. Before selling recently purchased shares, please note that if the Funds transfer agent has not yet collected payment for the shares you
are selling, it may delay sending the proceeds until the payment is collected, which may take up to 10 calendar days from the purchase date. This procedure is intended to protect the Fund and its shareholders from loss.
GOOD ORDER
Your redemption request will be processed if it
is in good order. To be in good order, the following conditions must be satisfied:
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The request should be in writing, unless redeeming by telephone, indicating the number of shares or dollar amount to be redeemed;
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The request must identify your account number;
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The request should be signed by you and any other person listed on the account, exactly as the shares are registered; and
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If you request that the redemption proceeds to be sent to an address other than that of record, or if the address was changed within the last 30 days, or if the
proceeds of a requested redemption exceed $50,000, the signature(s) on the request must be medallion signature guaranteed by an eligible signature guarantor.
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WHEN YOU NEED MEDALLION SIGNATURE GUARANTEES
A medallion signature guarantee assures that a signature is
genuine and protects you from unauthorized account transfers. You will need your signature guaranteed if:
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you wish to change the bank or brokerage account that you have designated on your account;
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you request a redemption to be made payable to a person not on record with the Fund;
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you request that a redemption be mailed to an address other than that on record with the Fund;
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the proceeds of a requested redemption exceed $50,000; or
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27
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any redemption is transmitted by federal wire transfer to a bank other than the bank of record; or
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your address was changed within 30 days of your redemption request.
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Signatures may be guaranteed by any eligible guarantor institution (including banks, brokers and dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies, and
savings associations) or by completing a supplemental telephone redemption authorization form. Contact the Fund to obtain this form. Further documentation will be required to change the designated account if shares are held by a corporation,
fiduciary, or other organization.
A notary public cannot guaranty signatures.
Where shares are held in the name of an accredited bank, Medallion
Signature Guarantee requirements may be waived at the discretion of the Fund.
REDEEMING THROUGH BROKERS
If shares of the Fund are held by a broker-dealer, financial institution, or other servicing agent, you must contact that servicing agent to redeem shares of the
Fund. The servicing agent may charge a fee for this service.
LOW BALANCES
For regular accounts, if at any time your account balance falls below $1,000 or there has been no shareholder activity in the account for the past 12 months, the Fund may notify you that, unless the account is
brought up to at least $1,000 or you initiate activity in the account within 60 days of the notice; your account could be closed. After the notice period, the Fund may redeem all of your shares and close your account by sending you a check to the
address of record. Your account will not be closed if the account balance drops below $1,000 due to a decline in NAV.
EXCHANGING SHARES
At no charge, you may exchange Class A Shares of the Fund for the same share class of another fund in the Equinox family of funds, which are
offered through a separate prospectus or prospectuses, by writing to or calling the funds. You may only exchange shares between accounts with identical registrations (i.e., the same names and addresses).
The exchange privilege is not intended as a vehicle for short-term or excessive trading. The Fund may suspend or terminate your exchange privilege if you engage in
a pattern of exchanges that is excessive, as determined in the sole discretion of the Fund. For more information about the Funds policy on excessive trading, refer to Frequent Purchases and Redemptions of Fund Shares.
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES
The Fund discourages and does not accommodate market
timing. Frequent trading into and out of the Fund can harm all Fund shareholders by disrupting the Funds investment strategies, increasing Fund expenses, decreasing tax efficiency and diluting the value of shares held by long-term
shareholders. The Fund is designed for long-term investors and is not intended for market timing or other disruptive trading activities. Accordingly, the Funds Board of Trustees has approved policies that seek to curb these disruptive
activities while recognizing that shareholders may have a legitimate need to adjust their Fund investments as their financial needs or circumstances change. The Fund currently commits staff to review, on a continuing basis, recent trading activity
in order to identify trading activity that may be contrary to the Funds Market Timing Trading Policy.
Such reviews involve judgments
that are inherently subjective and involve some selectivity in their application; the Fund seeks to make judgments and applications that are consistent with the interests of the Funds shareholders.
Based on the frequency of redemptions in your account, the Adviser or transfer agent may in its sole discretion determine that your trading activity is detrimental
to the Fund as described in the Funds Market Timing Trading Policy and elect to (i) reject or limit the amount, number, frequency or method for requesting future purchases into the Fund and/or (ii) reject or limit the amount, number,
frequency or method for requesting future exchanges or redemptions out of the Fund.
The Fund reserves the right to reject or restrict purchase requests
for any reason, particularly when the shareholders trading activity suggests that the shareholder may be engaged in market timing or other disruptive trading activities. Neither the Fund nor the Adviser will be liable for any losses resulting
from rejected purchase orders. The Adviser may also bar an investor who has violated these policies (and the investors financial advisor) from opening new accounts with the Fund.
28
Although the Fund attempts to limit disruptive trading activities, some investors use a variety of strategies to hide
their identities and their trading practices. There can be no guarantee that the Fund will be able to identify or limit these activities. Omnibus account arrangements are common forms of holding shares of the Fund. While the Fund will encourage
financial intermediaries to apply the Funds Market Timing Trading Policy to their customers who invest indirectly in the Fund, the Fund is limited in its ability to monitor the trading activity or enforce the Funds Market Timing Trading
Policy with respect to customers of financial intermediaries. For example, should it occur, the Fund may not be able to detect market timing that may be facilitated by financial intermediaries or made difficult to identify in the omnibus accounts
used by those intermediaries for aggregated purchases, exchanges and redemptions on behalf of all their customers. More specifically, unless the financial intermediaries have the ability to apply the Funds Market Timing Trading Policy to their
customers through such methods as implementing short-term trading limitations or restrictions and monitoring trading activity for what might be market timing, the Fund may not be able to determine whether trading by customers of financial
intermediaries is contrary to the Funds Market Timing Trading Policy. Brokers maintaining omnibus accounts with the Fund have agreed to provide shareholder transaction information to the extent known to the broker to the Fund upon request. If
the Fund or its transfer agent or shareholder servicing agent suspects there is market timing activity in the account, the Fund will seek full cooperation from the service provider maintaining the account to identify the underlying participant. At
the request of the Adviser, the service providers may take immediate action to stop any further short-term trading by such participants.
MORE INFORMATION ABOUT TAXES
The tax
information in this Prospectus is provided for general information only and should not be considered as tax advice or relied on by a shareholder or prospective investor.
General.
The Fund intends to qualify annually to be treated as a regulated investment company (a RIC) under the Code. As such, the Fund will not be subject to federal
income taxes on the earnings it distributes to shareholders provided it satisfies certain requirements and restrictions of the Code. If for any taxable year the Fund fails to qualify as a RIC: (1) it will be subject to tax in the same manner as
an ordinary corporation and thus will be subject to tax on a graduated basis with a maximum tax rate of 35%; and (2) distributions from its earnings and profits (as determined under federal income tax principles) will be taxable as ordinary
dividend income eligible for the dividends-received deduction for corporate shareholders and the long-term capital gains tax rate for qualified dividends received by non-corporate shareholders.
Distributions.
The Fund will make distributions to you that may be taxed as ordinary income or capital gains (which may be taxed at
different rates depending on the length of time the Fund holds its assets). The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. Distributions are taxable whether you
reinvest such distributions in additional shares of the Fund or choose to receive cash.
Unless you are investing through a tax-deferred retirement
account (such as an IRA), you should consider avoiding a purchase of Fund shares shortly before the Fund makes a distribution, because doing so can cost you money in taxes. This is known as buying a dividend. For example: On
December 15, you invest $5,000, buying 250 shares for $20 each. If the Fund pays a distribution of $1 per share on December 16, its share price will drop to $19 (not counting market change). You still have only $5,000 (250 shares x $19
= $4,750 in share value, plus 250 shares x $1 = $250 in distributions), but you owe tax on the $250 distribution you receivedeven if you reinvest it in more shares. To avoid buying a dividend, check the Funds
distribution schedule before you invest.
Ordinary Income.
Net investment income, except for qualified dividends, and
short-term capital gains that are distributed to you are taxable as ordinary income for federal income tax purposes regardless of how long you have held your Fund shares. Certain dividends distributed to non-corporate shareholders and designated by
the Fund as qualified dividend income are eligible for the long-term capital gains tax. After January 1, 2013, the long-term capital gains tax rate is 20% for non-corporate shareholders with taxable income in excess of $400,000
($450,000 if married and filing jointly) and 15% (0% for non-corporate shareholders in lower income tax brackets) for non-corporate shareholders with taxable income of less than the threshold amounts. Short-term capital gains that are distributed to
you are taxable as ordinary income for federal income tax purposes regardless of how long you have held your Fund shares.
Net Capital
Gains.
Net capital gains (i.e., the excess of net long-term capital gains over net short-term capital losses) distributed to you, if any, are taxable as long-term capital gains for federal income tax purposes regardless of
how long you have held your Fund shares.
29
Sale or Exchange of Shares.
It is a taxable event for you if you sell shares of the
Fund. Depending on the purchase price and the sale price of the shares you sell, you may have a taxable gain or loss on the transaction. Any realized gain will be taxable to you; and, generally, will be capital gain, assuming you hold the shares of
the Fund as a capital asset. The capital gain will be long-term or short-term depending on how long you have held your shares in the Fund. Sales of shares of the Fund that you have held for twelve months or less will be a short-term capital gain or
loss and if held for more than twelve months will constitute a long-term capital gain or loss. Any loss realized by a shareholder on a disposition of shares held for six months or less will be treated as a long-term capital loss to the extent of any
distributions of capital gain dividends received by the shareholder and disallowed to the extent of any distributions of exempt-interest dividends, if any, received by the shareholder with respect to such shares.
Return of Capital.
If the Funds distributions exceed its taxable income and capital gains realized during a taxable year, all or
a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholders cost basis in the
Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold.
Medicare Contribution Tax.
Beginning in 2013, U.S. individuals with income exceeding $200,000 ($250,000, if married and filing jointly
and $125,000, if married and filing separately) will be subject to a 3.8% Medicare contribution tax on net investment income including interest (excluding tax-exempt interest), dividends, and capital gains. If applicable, the tax will be imposed on
the lesser of your (i) net investment income or (ii) the excess of modified adjusted gross income over $200,000 ($250,000 if married and filing jointly and $125,000 if married and filing separately).
Tax Risks of Investing in the Fund
. One of the requirements for favorable tax treatment as a RIC under the Code is that the Fund
derive at least 90% of its gross income from certain qualifying sources of income. On December 16, 2005, the Internal Revenue Service (the IRS) issued Revenue Ruling 2006-01, which held that income from certain derivative swap
securities is not qualifying income; accordingly the Funds ability to utilize certain derivative swap securities as part of its investment strategy will be limited to a maximum of 10% of its gross income. This limitation, however, will not
protect the Fund against the risk of losing its RIC status should any other income be reclassified as non-qualifying income or any commodity related income that is not qualifying income. Revenue Ruling 2006-31 clarifies the holding of Revenue Ruling
2006-01 by providing that income from alternative instruments (such as certain commodity index-linked notes) that create commodity exposure may be considered qualifying income under the Code. Prior to July 2011, the IRS issued private letter rulings
in which it concluded that income from certain commodity index-linked notes is qualifying income and that income derived from subsidiaries similar to the Subsidiary will be qualifying income whether received in the form of current distributions or
as undistributed subpart F income. In July 2011, the IRS announced that it would no longer issue private letter rulings regarding whether income from subsidiaries similar to the Subsidiary is qualifying income. Public statements of IRS officials
indicate that the IRS is reviewing its positions underlying these private letter rulings. It is not known as of the date of this prospectus whether the IRS will resume issuing private letter rulings, issue more broadly applicable guidance or change
its position underlying the issuance of such rulings. There is no authority directly addressing some of the issues of law considered in these rulings. Consequently there can be no assurance that the IRS will not change its position with respect to
some or all of these issues or, if the IRS did so, that a court would not sustain, such contrary positions. If the IRS were to change its position on some or all of these issues, and if such contrary positions were upheld, the Fund might cease to
qualify as a RIC. A private letter ruling may only be relied upon by the taxpayer to whom it was provided and the IRS is not bound by any private letter ruling in making an assessment against any other taxpayer. The Fund does not plan to seek a
private letter ruling. Therefore, to the extent the Fund invests directly in commodity-index-linked derivative instruments or in the Subsidiary, the IRS may contest the Funds characterization of the income produced by such assets as qualifying
income which, if successful, could cause the Fund to fail to qualify as a RIC. The Fund and its Adviser plan to direct investments of the Funds assets in conformance with Revenue Ruling 2006-31, IRS guidance, and the advice of counsel.
Backup Withholding.
The Fund may be required to withhold U.S. federal income tax on all taxable distributions and sales
payable to shareholders who fail to provide their correct taxpayer identification number or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. The current backup withholding rate is
28%.
State and Local Income Taxes.
This Prospectus does not discuss the state and local tax consequences of an investment
in the Fund. You are urged and advised to consult your own tax adviser concerning state and local taxes, which may have different consequences from those of the federal income tax laws.
Non-U.S. Shareholders:
Non-U.S. shareholders may be subject to U.S. tax as a result of an investment in the Fund. Beginning July 1, 2014, the Fund will be required to
withhold 30% tax on certain payments made to foreign entities that do not meet specified information reporting requirements under the Foreign Account Tax Compliance Act. This
30
Prospectus does not discuss the U.S. or foreign country tax consequences of an investment by a non-U.S. shareholder in the Fund. Accordingly, non-U.S. shareholders are urged and advised to
consult their own tax advisers as to the U.S. and foreign country tax consequences of an investment in the Fund.
Basis Reporting and Holding
Periods.
A shareholder is responsible for tracking the tax basis and holding periods of the shareholders shares in the Fund for federal income tax purposes. However, RICs, such as the Fund, must report cost basis
information to you and the IRS when a shareholder sells or exchanges shares that are not in a tax deferred retirement account. The Fund will permit shareholders to elect from among several IRS accepted cost basis methods.
Statements and Notices.
You will receive an annual statement outlining the tax status of your
distributions.
This section is only a summary of some important income tax considerations that may affect your investment in the Fund. More
information regarding these considerations is included in the Funds SAI. You are urged and advised to consult your own tax adviser regarding the effects of an investment in the Fund on your tax situation.
DISTRIBUTION OF SHARES
Dividends from net investment income and distributions of
net capital gain, if any, are declared and paid annually to you. The amount of any distribution will vary and there is no guarantee that the Fund will pay either an income dividend or a capital gain distribution.
Distributions are payable to the shareholders of record at the time the distributions are declared (including holders of shares being redeemed, but excluding
holders of shares being purchased). Shares become entitled to receive distributions on the day after the shares are issued. If you invest in the Fund shortly before the ex-dividend date of a taxable distribution, the distribution will lower the
value of the Funds shares by the amount of the distribution and, in effect, you will receive some of your investment back in the form of a taxable distribution.
CHOOSING A DISTRIBUTION OPTION
When you complete your account application, you may
choose from three distribution options:
1.
|
You may invest all income dividends and capital gains distributions in additional shares of the Fund. This option is assigned automatically if no other choice is made.
|
2.
|
You may elect to receive income dividends and capital gains distributions in cash.
|
3.
|
You may elect to receive income dividends in cash and to reinvest capital gains distributions in additional shares of the Fund.
|
If you elect to receive distributions and dividends by check and the post office cannot deliver your check and your proper address cannot be determined, the Fund
reserves the right to reinvest the distribution check in your account at the Funds then current NAV per share and to reinvest all subsequent distributions in shares of the Fund until an updated address is received. You may change your election
at any time. Your request for a change must be received in writing by the transfer agent prior to the record date for the distribution for which a change is requested.
DISTRIBUTOR
Northern Lights Distributors, LLC, 17605 Wright Street, Omaha, NE
68130, is the distributor for the shares of the Fund. Northern Lights Distributors, LLC is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (FINRA). Shares of the Fund are offered on a continuous
basis.
DISTRIBUTION FEES
The Board of Trustees, on behalf of the Funds Class A shares and Class P Shares, has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (Rule 12b-1 Plan) that allows the Fund to pay
distribution fees for the sale and distribution of its shares and for services provided to its shareholders. Because these fees are paid out of the Funds assets on an ongoing basis, over time, these fees will increase the cost of your
investment and may cost more than paying other types of sales charges. The Rule 12b-1 Plan provides for maximum payments of up to (i) 0.25% of the average daily net assets of Class A shares, and (ii) 0.25% of the average daily net
assets of Class P shares. Currently, the Fund is not making payments under the Rule 12b-1 Plan with respect to Class P shares.
31
SHAREHOLDER SERVICE FEES
The Fund may enter into shareholder services arrangements with broker-dealers, banks, trust companies, and other financial services firms under which such firms agree to provide certain support services to
Class A and Class P shareholders for a fee of up to 0.25% of the Funds average daily net assets attributable to Class A shares and Class P shares, as applicable. Because service fees are paid out of Fund assets on an ongoing basis,
they will, over time, increase the cost of investment.
ADDITIONAL COMPENSATION TO FINANCIAL INTERMEDIARIES
The Funds distributor, its Adviser and their affiliates may, at their own expense and out of their own legitimate profits, provide additional
cash payments to financial intermediaries who sell shares of the Fund. Financial intermediaries include brokers, dealers, banks (including bank trust departments), insurance companies, investment advisers, financial advisers, financial planners,
retirement or 401(k) plan administrators, their designated intermediaries, and any other firm having a selling, administration or similar agreement with the Fund. These payments are over and above Rule 12b-1 fees, sales charges or servicing fees
which are disclosed elsewhere in this Prospectus. These payments are generally made to financial intermediaries that provide shareholder or administrative services or marketing support. Marketing support may include access to sales meetings, sales
representatives and financial intermediary management representatives, inclusion of the Fund on a sales list, including a preferred or select sales list, or other sales programs. These payments may also be made as an expense reimbursement in cases
where the financial intermediary provides shareholder services to Fund shareholders. The Adviser and its affiliates may also pay cash compensation in the form of finders fees that vary depending on the dollar amount of shares sold. The
distributor may, from time to time, provide promotional incentives, including reallowance and/or payment of up to the entire sales charge, to certain investment firms. Such incentives may, at the distributors discretion, be limited to
investment firms who allow their individual selling representatives to participate in such additional commissions.
If investment advisers,
underwriters/distributors or affiliates of mutual funds (including those of the Fund) pay bonuses and incentives in differing amounts, intermediaries and their representatives may have financial incentives for recommending a particular mutual fund
over other mutual funds. In addition, depending on the arrangements in place at any particular time, a financial intermediary and its representatives may also have a financial incentive for recommending a particular share class over other share
classes. You should consult with your financial advisor and review carefully any disclosure by the intermediary as to compensation received by your financial advisor.
Although the Fund may use firms that sell Fund shares to effect portfolio transactions for the Fund, the Fund and the Adviser will not consider the sale of Fund shares as a factor when choosing firms to effect
those transactions.
HOUSEHOLDING
To reduce expenses, the Fund will mail only one copy of the Prospectus and each annual and semi-annual report to those addresses share by two or more accounts. If you wish to receive individual copies of these
documents, please call the Fund at 1-888-643-3431 on days the Fund is open for business or contact your financial institution. The Fund will begin sending you individual copies thirty days after receiving your request.
FINANCIAL HIGHLIGHTS
The consolidated financial highlights table is intended to
help you understand the Funds financial performance for the period of the Funds operations. The consolidated financial highlights include the accounts of the Funds Subsidiary. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information for the Fund has been derived
from the consolidated financial statements audited by McGladrey LLP, whose report, along with the Funds consolidated financial statements, are included in the Funds September 30, 2013 annual report, which is available upon request.
32
CONSOLIDATED FINANCIAL HIGHLIGHTS
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout the Period
|
|
|
|
|
|
|
Class A
|
|
|
|
Period Ended
September 30,
2013
(1)
|
|
Net asset value, beginning of period
|
|
|
$ 10.00
|
|
|
|
|
|
|
Activity from investment operations:
|
|
|
|
|
Net investment
loss
(2)
|
|
|
(0.07)
|
|
Net realized and unrealized gain on investments and swap contract
(3)
|
|
|
0.21
|
|
|
|
|
|
|
Total from investment operations
|
|
|
0.14
|
|
|
|
|
|
|
Net asset value, end of period
|
|
|
$10.14
|
|
|
|
|
|
|
Total return
(4)(5)
|
|
|
1.40%
|
|
|
|
|
|
|
Net assets, at end of period (000s)
|
|
|
$14,427
|
|
|
|
|
|
|
Ratio of gross expenses to average net assets
(6)(7)(8)
|
|
|
2.07%
|
|
Ratio of net expenses to average net assets
(7)(8)
|
|
|
1.18%
|
|
Ratio of net investment loss to average net assets
(7)(9)
|
|
|
(1.13)%
|
|
Portfolio Turnover Rate
(5)
|
|
|
871%
|
|
(1)
|
The Equinox Campbell Strategy Fund commenced operations on March 4, 2013.
|
(2)
|
Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
|
(3)
|
Realized and unrealized gains per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile
with the aggregate gains and losses in the statement of operations due to the share transactions for the period.
|
(4)
|
Total returns shown exclude the effect of applicable sales charge.
|
(6)
|
Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Advisor.
|
(8)
|
Does not include the expenses of other investment companies in which the Fund invests.
|
(9)
|
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying exchange traded Funds in which the Fund invests.
|
33
CONSOLIDATED FINANCIAL HIGHLIGHTS
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout the Period
|
|
|
|
|
|
|
Class I
|
|
|
|
Period Ended
September 30,
2013
(1)
|
|
Net asset value, beginning of period
|
|
|
$ 10.00
|
|
|
|
|
|
|
Activity from investment operations:
|
|
|
|
|
Net investment loss
(2)
|
|
|
(0.05)
|
|
Net realized and unrealized gain on investments and swap contract
(3)
|
|
|
0.21
|
|
|
|
|
|
|
Total from investment operations
|
|
|
0.16
|
|
|
|
|
|
|
Net asset value, end of period
|
|
|
$10.16
|
|
|
|
|
|
|
Total return
(4)(5)
|
|
|
1.60%
|
|
|
|
|
|
|
Net assets, at end of period (000s)
|
|
|
$295,031
|
|
|
|
|
|
|
Ratio of gross expenses to average net assets
(6)(7)(8)
|
|
|
1.58%
|
|
Ratio of net expenses to average net assets
(7)(8)
|
|
|
0.91%
|
|
Ratio of net investment loss to average net assets
(7)(9)
|
|
|
(0.87)%
|
|
Portfolio Turnover Rate
(5)
|
|
|
871%
|
|
(1)
|
The Equinox Campbell Strategy Fund commenced operations on March 4, 2013.
|
(2)
|
Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
|
(3)
|
Realized and unrealized gains per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile
with the aggregate gains and losses in the statement of operations due to the share transactions for the period.
|
(4)
|
Total returns shown exclude the effect of applicable sales charge.
|
(6)
|
Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Advisor.
|
(8)
|
Does not include the expenses of other investment companies in which the Fund invests.
|
(9)
|
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying exchange traded Funds in which the Fund invests.
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34
CONSOLIDATED FINANCIAL HIGHLIGHTS
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout the Period
|
|
|
|
|
|
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Class P
|
|
|
|
Period Ended
September 30,
2013
(1)
|
|
Net asset value, beginning of period
|
|
|
$10.00
|
|
|
|
|
|
|
Activity from investment operations:
|
|
|
|
|
Net investment loss
(2)
|
|
|
(0.05)
|
|
Net realized and unrealized gain on investments and swap contract
(3)
|
|
|
0.21
|
|
|
|
|
|
|
Total from investment operations
|
|
|
0.16
|
|
|
|
|
|
|
Net asset value, end of period
|
|
|
$10.16
|
|
|
|
|
|
|
Total return
(4)(5)
|
|
|
1.60%
|
|
|
|
|
|
|
Net assets, at end of period (000s)
|
|
|
$8,340
|
|
|
|
|
|
|
Ratio of gross expenses to average net assets
(6)(7)(8)
|
|
|
1.97%
|
|
Ratio of net expenses to average net assets
(7)(8)
|
|
|
0.92%
|
|
Ratio of net investment loss to average net assets
(7)(9)
|
|
|
(0.87)%
|
|
Portfolio Turnover Rate
(5)
|
|
|
871%
|
|
(1)
|
The Equinox Campbell Strategy Fund commenced operations on March 4, 2013.
|
(2)
|
Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
|
(3)
|
Realized and unrealized gains per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile
with the aggregate gains and losses in the statement of operations due to the share transactions for the period.
|
(4)
|
Total returns shown exclude the effect of applicable sales charge.
|
(6)
|
Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Advisor.
|
(8)
|
Does not include the expenses of other investment companies in which the Fund invests.
|
(9)
|
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying exchange traded Funds in which the Fund invests.
|
35
Equinox Campbell Strategy Fund
|
|
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Adviser
|
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Equinox Fund Management, LLC
1775 Sherman Street, Suite 2500
Denver, CO 80203
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Independent Registered Public Accountant
|
|
McGladrey LLP
555 Seventeenth Street
Suite 1000
Denver, CO 80202-3910
|
|
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Custodian
|
|
U.S. Bank, N.A.
1555 N. River Center Drive
Milwaukee, WI 53212
|
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Distributor
|
|
Northern Lights Distributors, LLC
17605 Wright Street
Omaha, NE 68130
|
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Legal Counsel
|
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Pepper Hamilton LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, PA 19103
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Transfer Agent
|
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Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
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Additional information about the Fund is included in the Funds SAI. The SAI is incorporated into this Prospectus by reference
(i.e., legally made a part of this Prospectus). The SAI provides more details about the Funds policies and management. Additional information about the Funds investments will also be available in the Funds Annual and Semi-Annual
Reports to Shareholders. In the Funds Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year.
To obtain a free copy of the SAI and, when issued, the Annual and Semi-Annual Reports to Shareholders, or other information about the Fund, or to make shareholder
inquiries about the Fund, please call 1-888-643-3431 or visit the Funds website at www.EquinoxFundManagement.com. You may also write to:
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Address for Regular Mail:
|
|
Address for Overnight Mail:
|
|
|
Equinox Campbell Strategy Fund
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154
1-888-643-3431
|
|
Equinox Campbell Strategy Fund
c/o Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
1-888-643-3431
|
You may review and obtain copies of the Funds information at the SEC Public Reference Room in Washington, D.C. Please call
1-202-551-8090 for information relating to the operation of the Public Reference Room. Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov. Copies of the information
may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520.
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Investment Company Act File #
811-22447
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|
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EQUINOX CAMPBELL STRATEGY FUND OF EQUINOX FUNDS TRUST CLASS C SHARES: EBSCX
PROSPECTUS | FEBRUARY 1, 2014
Equinox Campbell Strategy Fund
of Equinox Funds Trust
Class C Shares:
EBSCX
Advised by:
Equinox Fund Management, LLC
1775 Sherman Street, Suite 2500
Denver, CO 80203
1-888-643-3431
This Prospectus provides important information about the Fund that you should know before investing. Please read it carefully and keep it for
future reference.
The U.S. Securities and Exchange Commission and the Commodity Futures Trading Commission have not approved or
disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
FUND SUMMARY
Investment Objective:
The Equinox Campbell Strategy Fund (the Fund) seeks to achieve long-term capital appreciation.
Fees and Expenses of the Fund:
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
|
|
Class C
|
|
Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)
|
|
|
None
|
|
Maximum Deferred Sales Charge (Load)
(as a % of original purchase price)
|
|
|
1.00%
|
(1)
|
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends and other Distributions
|
|
|
None
|
|
Redemption Fee
(2)
|
|
|
None
|
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
|
|
|
|
Class C
|
|
Management
Fees
(3)
|
|
|
0.75%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
1.00%
|
|
|
|
|
|
|
Total Other
Expenses
(4)
|
|
|
0.84%
|
|
|
|
|
|
|
Total Annual Fund Operating Expenses
(
5
)
|
|
|
2.59%
|
|
|
|
|
|
|
Fee Waiver and/or Expense Reimbursement
(
5
)
|
|
|
(0.69)%
|
|
|
|
|
|
|
Total Annual Fund Operating Expenses (after Fee Waiver and/or Expense Reimbursement)
(5)
|
|
|
1.90%
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
A contingent deferred sales charge (CDSC) of 1.00% is assessed on redemptions of Class C shares made within one year after a purchase of such shares
|
(2)
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The Funds transfer agent charges a $15.00 fee for each wire redemption.
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(3)
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Management Fees include a management fee paid to Equinox Fund Management, LLC (the Adviser) by the Funds consolidated wholly-owned subsidiary
(Subsidiary)at the annual rate of 0.75% of the Subsidiarys average daily net assets. The Adviser has contractually agreed, for so long as the Fund invests in the Subsidiary, to waive the management fee it receives from the Fund in
an amount equal to the management fee paid to the Adviser by the Subsidiary.
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(4)
|
This item does not include management fees paid by the Subsidiary to the Adviser, which are included in Management fees in the table above. Other Expenses
does not include costs associated with any over-the-counter derivatives that provide the Fund with exposure to the Campbell Program, which is the primary manner in which the Fund intends to gain exposure to the Campbell Program. Costs associated
with such derivative instruments include any fee paid to the Funds counterparty and the fees and expenses associated with the Campbell Program referenced by such derivative instruments. Such costs are included in the return of any such
derivative instruments and, therefore, represent an indirect cost of investing in the Fund. The Adviser anticipates that any investment in the Campbell Program (as defined below) will be subject to (i) management fees of up to 1.25% of notional
exposure, and (ii) performance-based incentive fees of 20.0% of new high net trading profits. The Subsidiary and any trading company are also subject to certain derivative trading costs, including brokerage commissions and various exchange fees
The Fund does not anticipate that it will pay fees to derivative counterparties in the fiscal year 2014 in excess of 0.50% (annualized) of the notional exposure to the Campbell Program provided by the relevant derivative instrument. The Funds
investment in the Campbell Program is also subject to certain derivative trading costs, including brokerage commissions and various exchange fees. The Fund indirectly bears such expenses in the form of reduced returns on its investments.
|
(5)
|
The Adviser has contractually agreed to reduce its advisory fee and/or reimburse certain expenses of the Fund, to ensure that the Funds total annual
operating expenses, excluding (i) taxes, (ii) interest, (iii) extraordinary items, (iv) Acquired Fund Fees and Expenses, (v) any expenses of the Subsidiary including trading company expenses, (vi) any class
specific fees and expenses, and (vii) brokerage commissions, do not exceed, on an annual basis, 0.90% of the Funds average daily net assets. The Adviser has contractually agreed to reduce its fees and/or reimburse expenses of the Fund
until at least January 30, 2015. This agreement may be terminated only by the Funds Board of Trustees on 60 days written notice to the Adviser. The Adviser shall be entitled to recover, subject to approval by the Board of Trustees of the
Trust, such waived or reimbursed amounts for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund,
subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses for a Class do not exceed the limits described above or any lesser limits in effect at
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1
|
the time of reimbursement. The amount of the fee waiver/expense reimbursement shown is an estimate based on expenses estimated for this fiscal year.
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Expense Example:
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in
other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and
that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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|
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|
|
|
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1 Year
|
|
|
3 Years
|
|
|
5 Years
|
|
|
10 Years
|
|
Class C
|
|
$
|
193
|
|
|
$
|
740
|
|
|
$
|
1,314
|
|
|
$
|
2,873
|
|
Portfolio Turnover:
The Fund pays transaction costs, such as commissions, when it buys and
sells securities or derivative instruments (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs
(which are not reflected in Annual Fund Operating Expenses in the table above or in the Example) affect the Funds performance.
Principal Investment Strategies:
Please refer to the section entitled
Key Terms below for additional information on highlighted terms.
The Fund pursues its investment objective by making a combination of investments (i)directly in an actively managed fixed-income portfolio, and (ii) indirectly through its wholly-owned subsidiary (the
Subsidiary) in
trading companies
that employ the
managed futures program
of Campbell & Company, Inc. (Campbell), a commodity trading adviser (CTA) registered with the U.S.
Commodity Futures Trading Commission and/or derivative instruments such as swap agreements that provide exposure to Campbells
managed futures program
(the Campbell Program).
The Campbell Program seeks to generate attractive risk-adjusted returns across a broad range of market conditions through systematic investments in a diversified
portfolio that may include swaps, futures and forward contracts in various global assets, including global interest rates, stock indices, currencies and commodities. The Campbell Program seeks to invest in a variety of assets and markets in and
outside of the United States including emerging countries. The Campbell Program consists of trend following and other quantitative strategies that aim for low correlation to traditional asset classes such as equities and fixed income and are
diversified by investment style, information source, investment holding period and instrument.
Campbells investment philosophy is driven by a
belief that markets are broadly efficient but trends emerge and remain due to shifts in supply, demand, and other economic factors. Asset mispricing can occur as a result of instability and uncertainty in markets, strongly-held opinions by market
participants, or an unreliable flow of market information. Campbell seeks to systematically identify price trends and to develop
macro
and
fundamental
themes that exploit asset mispricing.
The Campbell Program uses quantitative modeling to develop and maintain
systematic trading
strategies driven by scientific analysis of
technical
,
macro
, and
econometric
data across global financial and commodity markets. The Campbell Program is designed to analyze market data to identify trends and relationships occurring within and across markets and asset classes globally.
Once identified, these trends and relationships are converted into mathematical models that can be historically tested. Once a model is developed and thoroughly tested, it undergoes a rigorous peer review process to evaluate strength of theory and
robustness. Model assumptions and other criteria are also analyzed, including tail risk, broad level risk factor exposures, market diversification, correlation, and volatility as well as transaction costs. New models must demonstrate efficacy on a
stand-alone basis while complimenting the existing portfolio.
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|
Derivative Instruments:
As a principal investment strategy, the Fund or the Subsidiary will either (i) invest in one or more trading companies that
use a variety of derivative instruments including swap agreements, exchange-traded futures and option contracts and forward contracts to gain exposure to a wide variety of global markets for currencies, interest rates, stock market indices, energy
resources, metals and agricultural products and to hedge price risk, (ii) enter into swap agreements that provide exposure to the Campbell Program, or (iii) invest in some combination of (i) and (ii). In general, a derivative contract
typically involves leverage, i.e., it provides exposure to potential gain or loss from a change in the level of the market price of a security, currency or commodity (or a basket or index) in a notional amount that exceeds the amount of cash or
assets required to establish or maintain the derivative contract.
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2
To the extent the Fund employs derivatives to gain exposure to the Campbell Program, it is anticipated
that the Fund will utilize a total return swap (a Swap), a type of derivative instrument designed to replicate the aggregate returns of the Campbell Program. Any Swap will be based on a notional amount agreed upon by the Adviser and a
counterparty. The Adviser will retain the ability to adjust the notional exposure of the Swap at its discretion. Generally, the fees and expenses of a Swap are based on the notional value of the Swap. The value of the Swap typically includes a
deduction for fees of the counterparty as well as management and performance fees payable to Campbell. Any investment in the Campbell Program will be subject to (i) management fees of up to 1.25% of notional exposure, and
(ii) performance-based incentive fees of 20.0% of new high net trading profits Because the Swap is designed to replicate the returns of the Campbell Program, the performance of the Fund will primarily depend on the ability of the Campbell
Program to generate returns in excess of the costs of the relevant Swap(s).
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Cash and Fixed-Income Securities:
The Fund will also invest in cash, cash equivalents or securities issued by the U.S. government with one year or less
term to maturity for liquidity purposes, and to serve as margin or collateral for the derivatives positions of the Fund or the Subsidiary to the extent necessary. The Fund may also invest, to the extent permitted by the 1940 Act and rules under it,
in money market funds.
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Subsidiary:
Investments in the Subsidiary, which has the same investment objective as the Fund, are intended to provide the Fund with indirect exposure to
futures contracts and commodities in a manner consistent with the limitations and requirements of the Internal Revenue Code of 1986, as amended (the Code) that apply to the Fund, which limit the amount of income the Fund may receive from
certain sources. Applicable federal tax requirements generally limit the degree to which the Fund may invest in the Subsidiary to an amount not exceeding 25% of its total assets. To the extent they are applicable to the investment activities of the
Subsidiary, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the Fund.
|
KEY TERMS
Econometric
analysis is the use of statistical tools and data to describe and test certain economic relationships such
as asset prices.
Fundamental
analysis is the study of basic, underlying factors that will affect the
supply and demand of an investment. For example, with respect to commodity futures, fundamental analysis may look at crop reports, weather patterns, economic reports and other fundamental data to determine whether to buy or sell the futures
contract.
Macro
analysis generally analyzes economic, political or financial trends to seek returns and
invests across a particular, or a number of, geographic regions.
A
Managed Futures Program
generally is a
trading program that a CTA uses to guide its investments in futures, forwards, options or spot contracts. Each of these investments may be tied to a particular asset class: commodities, equities, fixed income or foreign currencies. A managed futures
program may use one or a combination of trading strategies, including those described below.
Systematic
Trading
is a trading strategy that employs computer-driven, mathematical models to identify when to buy or sell an instrument according to rules determined before a trade is made, generally, with little or no human intervention once a
mathematical formula has been entered.
Technical analysis
is a method of evaluating an investment
opportunity by using charts or computer programs to identify patterns in market data, such as price change, rates of change, and changes in volume of trading, open interest and other statistical indicators, in order to project the direction that a
market or the price of an investment will move. Technical analysis does not take into account fundamental market factors, such as supply and demand.
A
Trading Company
is a pooled investment vehicle organized as a limited liability company and operated as a commodity pool.
A
Trend Following
strategy generally seeks to identify the general direction of one or more global
market segments (either up or down) using indicators such as current market prices and moving average prices, and buy or sell investments based on the assessment of these trade signals as determined before a trade is made. Trend-following generally
focuses on the direction an investment or global market segment already has gone and not on the direction it may go.
The Funds return will be
derived principally from changes in the value of securities held in the Funds portfolio (including its investment in the Subsidiary), and the Funds assets will consist principally of securities. The Fund is non-diversified, which means
that it can invest a greater percentage of its assets in any one issuer than a diversified
3
fund. The Adviser may engage in frequent buying and selling of portfolio holdings to achieve the Funds investment objective.
Principal Investment Risks:
As with all mutual funds, there is the risk that you could lose money through your investment in the Fund. In
general, the Funds investment strategies involve greater risks than the strategies used by a typical mutual fund. Many factors affect the Funds net asset value and performance.
The following describes some of the risks the Fund may bear through direct investments in securities and derivatives as well as indirectly through its investment in
the Subsidiary.
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Campbell Program Strategy Risk.
The profitability of any Fund investment in the Campbell Program depends primarily on the ability
of Campbell to anticipate price movements in the relevant markets and underlying derivative instruments and futures contracts. Such price movements may be influenced by, among other things:
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changes in interest rates;
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governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies;
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weather and climate conditions;
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natural disasters, such as hurricanes;
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changing supply and demand relationships;
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changes in balances of payments and trade;
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U.S. and international rates of inflation and deflation;
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currency devaluations and revaluations;
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U.S. and international political and economic events; and
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changes in philosophies and emotions of various market participants.
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The Campbell Program may not take all of these factors into account. In addition, the Fund will indirectly bear the expenses, including management fees, incentive fees and transaction fees, associated with the
Campbell Program through reduced returns.
The successful use of forward and futures contracts draws upon Campbells skill and
experience with respect to such instruments and are subject to special risk considerations. The primary risks associated with the use of futures contracts are:
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|
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Futures and forward contracts have a high degree of price variability and are subject to occasional rapid and substantial changes;
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|
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the imperfect correlation between the change in market value of the forward or futures contracts and the market value of the underlying instruments or reference
assets with respect to such contracts;
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possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired;
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possible market disruption or other extraordinary events, including but not limited to, governmental intervention;
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losses caused by unanticipated market movements, which are potentially unlimited;
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Campbells inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors;
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the possibility that the counterparty will default in the performance of its obligations; and
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if the Fund or any trading company has insufficient cash, it may either have to sell securities from its portfolio to meet daily variation margin requirements
with respect to its derivative instruments or close certain positions at a time when it may be disadvantageous to do so.
|
The use of futures contracts, forward contracts and derivative instruments will have the economic effect of financial leverage. Financial leverage
magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Campbell Program (and indirectly the Fund through its investment exposure to the Campbell Program) will have
the potential for greater losses, as well as the potential for greater gains, than if the Campbell Program did not employ leverage in its investment activity. Leveraging tends to
4
magnify, sometimes significantly, the effect of any increase or decrease in the Campbell Programs exposure to an asset class and may cause the value of the Funds securities or related
derivatives instruments to be volatile. Accordingly, the Funds NAV may be volatile because of its investment exposure to the Campbell Program.
There is no assurance that the Funds investment in a derivative instrument or trading company with leveraged exposure to certain investments and markets will enable the Fund to achieve its investment
objective.
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|
Commodities Risk.
Exposure to the commodities markets (including financial futures markets) may subject the Fund through its
investment in the Subsidiary to greater volatility than investments in traditional securities. Prices of commodities and related contracts may fluctuate significantly over short periods for a variety of reasons, including changes in interest rates,
supply and demand relationships and balances of payments and trade; weather and natural disasters; and governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies. The commodity markets are subject to temporary
distortions and other disruptions. U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day. Limit prices have the effect of
precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices.
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Derivatives Risk.
Derivatives include instruments and contracts that are based on, and are valued in relation to, one or more
underlying securities, financial benchmarks or indices, such as futures, options, swap agreements and forward contracts. Derivatives typically have economic leverage inherent in their terms. Such leverage will magnify any losses. See
Leverage/Volatility Risk below. The primary types of derivatives in which the Fund, its Subsidiary or a trading company invest in are swap agreements, futures contracts and forward contracts. Futures contracts, forward contracts and swap
agreements can be highly volatile, illiquid and difficult to value, and changes in the value of such instruments held directly or indirectly by the Fund may not correlate with the underlying instrument or reference assets, or the Funds other
investments. Although the value of futures contracts, forward contracts and swap agreements depend largely upon price movements in the underlying instrument or reference asset, there are additional risks associated with futures contracts, forward
contracts and swap agreements that are possibly greater than the risks associated with investing directly in the underlying instruments or reference assets, including illiquidity risk, leveraging risk and counterparty credit risk. A small position
in futures contracts, forward contracts or swap agreements could have a potentially large impact on the Funds performance. Trading restrictions or limitations may be imposed by an exchange, and government regulations may restrict trading in
swap agreements, futures contracts and options and forward contracts.
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Fixed-Income Risk.
Fixed income securities are subject to credit risk and interest rate risk. Credit risk, as described more fully
below, refers to the possibility that the issuer of a debt security will be unable to make interest payments or repay principal when it becomes due. Interest rate risk refers to fluctuations in the value of a debt security resulting from changes in
the general level of interest rates. Prices of fixed income securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect fixed income security prices and, accordingly, the Funds returns and
share price. In addition, the Fund may be subject to call risk, which is the risk that during a period of falling interest rates the issuer may redeem a security by repaying it early (which may reduce the Funds income if the
proceeds are reinvested at lower interest rates), and extension risk, which occurs during a rising interest rate environment because certain obligations will be paid off by an issuer more slowly than anticipated (causing the value of
those securities held by the Fund to fall).
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|
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Counterparty Risk.
Many of the derivative contracts entered into by the Fund, the Subsidiary or a trading company will be privately
negotiated in the over-the-counter market. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Fund to the risk that a
counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a
loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent the Fund or a Trading Company deals with a limited number of
counterparties, it will be more susceptible to the credit risks associated with those counterparties. The Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one
counterparty. The ability of the Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.
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Credit Risk.
Credit risk refers to the possibility that the issuer of the security or a counterparty in respect of a derivative
instrument will not be able to satisfy its payment obligations to the Fund when due. Changes in an issuers credit rating or the markets perception of an issuers creditworthiness may also affect the value of the Funds
|
5
|
investment in that issuer. Securities rated in the four highest categories by the rating agencies are considered investment grade but they may also have some speculative characteristics.
Investment grade ratings do not guarantee that bonds will not lose value or default. In addition, the credit quality of securities may be lowered if an issuers financial condition changes.
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Currency Risk.
The Funds exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in
value relative to the U.S. Dollar, or, in the case of short positions, that the U.S. Dollar will decline in value relative to the currency that the Fund is short. Currency rates in foreign countries may fluctuate significantly over short
periods of time for any number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad.
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|
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Emerging Market Risk.
The Fund intends to have exposure to emerging markets due to the Campbell Programs investments in
certain stock index futures and foreign exchange instruments. Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. Investments in emerging markets may be considered speculative.
Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging financial markets have far lower trading volumes and less liquidity than developed
markets.
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Foreign Market Risk.
As a general rule, there is less legal and regulatory protection for investors in foreign markets than that
available domestically. Additionally, trading on foreign exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. Some foreign
derivative markets are so-called principals markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing
corporation. International trading activities are subject to foreign exchange risk.
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General Market Risk.
The Funds net asset value (NAV) and investment return will fluctuate based upon changes in
the value of its portfolio securities. You could lose money on your investment in the Fund, or the Fund could underperform other investments.
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Government Intervention and Regulatory Changes.
The recent instability in financial markets has led the government to take a number
of unprecedented actions designed to support certain financial institutions and segments of the financial markets that are exposed to extreme volatility and in some cases lack of liquidity. For example, the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the Dodd-Frank Act) (which was passed into law in July 2010) significantly revises and expands the rulemaking, supervisory and enforcement authority of federal bank, securities and commodities regulators. It is unclear
how these regulators will exercise these revised and expanded powers and whether they will undertake rulemaking, supervisory or enforcement actions that would adversely affect the Fund or investments made by the Fund. There can be no assurance that
future regulatory actions authorized by the Dodd-Frank Act will not adversely impact the Fund. Major changes resulting from the Dodd-Frank Act or other legislative or regulatory actions could materially affect the profitability of the Fund or the
value of investments made by the Fund or force the Fund to revise its investment strategy or divest certain of its investments. Any of these developments could expose the Fund to additional costs, taxes, liabilities, enforcement actions and
reputational risk.
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In addition, the Dodd-Frank Act established a new regulatory structure for derivatives. If more
restrictive position limits are imposed on investors in the commodity futures and other derivative markets, the Campbell Program or other managed futures programs in which trading companies invest, and as a result, the Fund, may be adversely
affected. Similarly, changes in the regulation of foreign currency-related trading arising from the Dodd-Frank Act may make such trading more expensive for the Fund, and otherwise limit the Funds ability to engage in such trading, which could
adversely affect the Fund.
In 2012, the CFTC adopted certain rule amendments that significantly affected the exemptions from CFTC
regulations that were available to the Fund and its Subsidiary. Effective January 1, 2013, the Fund and its Subsidiary are subject to CFTC regulations because of these changes. At the time of the CFTCs adoption of the rule amendments,
Equinox was (and continues to be) registered as a commodity pool operator (CPO) and, accordingly, is subject to CFTC regulations. On August 13, 2013, the CFTC adopted final rules to harmonize the compliance obligations
of CPOs with respect to commodity pools that are also registered investment companies under the 1940 Act. Under the final harmonization rules, the CPOs of such commodity pools may elect substituted compliance whereby such CPOs will be
deemed to have substantially satisfied the CFTC-mandated disclosure, reporting and recordkeeping obligations by complying with the SECs disclosure, reporting and recordkeeping regime under the 1940 Act, in lieu of complying with the
CFTCs alternative requirements. The Fund intends to utilize the substituted compliance option.
6
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High Indirect Fees and Expenses.
Your cost of investing in the Fund may be higher than the cost of investing in other mutual funds
that invest directly in the types of instruments traded by the Campbell Program. In addition to the Funds direct fees and expenses, you will indirectly bear fees and expenses paid by the Subsidiary and by a trading company, including
management fees and performance-based fees associated with the Campbell Program, commodity brokerage commissions and operating expenses. Further, any investment in the Campbell Program is expected to be subject to management and performance-based
fees. Management fees typically are based on the leveraged account size or the notional exposure of the Fund to the Campbell Program and not the actual cash invested.
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Leverage/Volatility Risk.
The use of leverage by the Fund (or trading companies in which the Fund invests) will cause the value of
the Funds shares to be more volatile than if the Fund did not employ leverage. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities or other investments.
Relatively small market movements may result in large changes in the value of a leveraged investment. The potential loss on such leveraged investments may be substantial relative to the initial investment therein. Furthermore, derivative instruments
and futures contracts are highly volatile and are subject to occasional rapid and substantial fluctuations. Consequently, you could lose all or substantially all of your investment in the Fund should the Funds trading positions suddenly turn
unprofitable.
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The Funds NAV is expected over short-term periods to be volatile because of the significant use of
direct and indirect investments that have a leveraging effect. Volatility is a statistical measurement of the magnitude of up and down asset price fluctuations over time. Rapid and dramatic price swings will result in high volatility. The
Funds returns are expected to be volatile; however, the actual or realized volatility level for longer or shorter periods may be materially higher or lower depending on market conditions and investors may suffer a significant and possibly a
complete loss on their investment in the Fund.
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|
Liquidity Risk.
The Fund is subject to liquidity risk primarily due to its investments in derivatives. Investments in illiquid
securities or derivative instruments involve the risk that the Fund may be unable to sell the security or derivative instrument or sell it at a reasonable price.
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Management Risk.
The Advisers judgments about the attractiveness, value and potential positive or negative performance of the
Campbell Program or any particular security or derivative in which the Fund invests or sells short may prove to be inaccurate and may not produce the desired results.
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Non-Diversification Risk.
The Fund is a non-diversified investment company, which means that more of the Funds assets may be
invested in the securities of a single issuer than could be invested in the securities of a single issuer by a diversified investment company. The Fund has a greater potential to realize losses upon the occurrence of adverse events affecting a
particular issuer.
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OTC Trading Risk.
Certain of the derivatives in which the Fund may invest may be traded (and privately negotiated) in the
over-the-counter or OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result and similar to other privately negotiated contracts, the Fund is
subject to counterparty credit risk with respect to such derivative contracts.
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Performance Fees.
The performance-based fees indirectly paid to Campbell may create an incentive for Campbell to make investments
that are riskier or more speculative than those they might have made in the absence of such performance-based fees. In addition, because performance-based fees will generally be calculated on a basis that includes unrealized trading profits of the
Campbell Program, the fee may be greater than if it were based solely on realized gains. Positive performance of the Funds investments in the Campbell Program is expected to result in performance-based compensation being paid to Campbell,
which will be borne indirectly by the Fund, even if the Funds overall returns are negative. Further, because performance fees are frequently calculated on a quarterly basis (and, in some cases, upon a withdrawal of capital from a Trading
Company), it is possible that Campbell could earn a performance fee in a year in which its overall performance for the whole year was negative.
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Portfolio Turnover Risk.
The Fund may frequently buy and sell portfolio securities and other assets to rebalance the Funds
exposure to various market sectors. Higher portfolio turnover may result in the Fund paying higher levels of transaction costs and generating greater tax liabilities for shareholders. Portfolio turnover risk may cause the Funds performance to
be less than you expect.
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Regulatory risk.
Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely
affect the issuer, or market value, of an instrument held by the Fund, its Subsidiary or a trading company, or that could adversely impact the Funds performance.
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7
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Subsidiary Risk.
The Subsidiary will not be registered under the 1940 Act and, unless otherwise noted in this Prospectus, will not
be subject to all of the investor protections of the 1940 Act. Thus, the Fund, as an investor in the Subsidiary, will not have all of the protections offered to investors in registered investment companies. Changes in the laws of the United States
and/or the Cayman Islands, under which the Fund and Subsidiary, respectively, are organized, could result in the inability of the Fund and/or Subsidiary to operate as described in this Prospectus and could negatively affect the Fund and its
shareholders. For example, Cayman Islands law does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary
must pay Cayman Islands governmental authority taxes, Fund shareholders would likely suffer decreased investment returns.
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Performance:
The Funds performance information is shown only when the Fund has annual returns for at least one calendar year. In the future, performance information will be presented in this section of this
Prospectus. Shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.
Investment Adviser:
Equinox Fund Management, LLC
Portfolio Managers:
The portfolio management team has included the following members since 2013:
Purchase and Sale of Fund Shares:
Minimum Investment Requirements
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Purchase Amounts
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Class C
|
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Minimum initial investment
|
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$
|
2,500
|
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Minimum subsequent investment
|
|
$
|
500
|
|
You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemptions requests may be made
in writing, by telephone, or through a financial intermediary and will be paid by check or wire transfer.
Tax
Information:
The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement
account. Shares that are held in a tax-deferred account may be taxed as ordinary income or capital gains once they are withdrawn from the tax-deferred account.
Payments to Broker-Dealers and Other Financial Intermediaries:
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a
bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to
recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
Investment Objective
The Fund seeks to achieve long-term capital appreciation. The
Funds investment objective is a non-fundamental policy and may be changed upon 60 days written notice to shareholders. There is no guarantee that the Fund will achieve its investment objective.
8
Principal Investment Strategies:
The Fund pursues its investment objective by making a combination of investments (i) directly in an actively managed fixed income portfolio, and
(ii) indirectly through its Subsidiary in trading companies that employ the managed futures program of Campbell, a CTA registered with the U.S. Commodity Futures Trading Commission and/or derivative instruments such as swap agreements that
provide exposure to the Campbell Program.
The Campbell Program seeks to generate attractive risk-adjusted returns across a broad range of market
conditions through systematic investments in a diversified portfolio that may include swaps, futures and forward contracts in various global assets, including global interest rates, stock indices, currencies and commodities. The Campbell Program
seeks to invest in a variety of assets and markets in and outside of the United States including emerging countries. The Campbell Program consists of trend following and other quantitative strategies that aim for low correlation to traditional asset
classes such as equities and fixed income and are diversified by investment style, information source, investment holding period and instrument.
Campbells investment philosophy is driven by a belief that markets are broadly efficient but trends emerge and remain due to shifts in supply, demand, and
other economic factors. Asset mispricing can occur as a result of instability and uncertainty in markets, strongly-held opinions by market participants, or an unreliable flow of market information. Campbell seeks to systematically identify price
trends and to develop
macro
and
fundamental
themes that exploit asset mispricing.
The Campbell Program uses quantitative modeling to
develop and maintain
systematic trading
strategies driven by scientific analysis of
technical
,
macro
, and
econometric
data across global financial and commodity markets. The Campbell Program is designed to analyze market
data to identify trends relationships occurring within and across markets and asset classes globally. Once identified, these trends and relationships are converted into mathematical models that can be historically tested. Once a model is developed
and thoroughly tested, it undergoes a rigorous peer review process to evaluate strength of theory and robustness. Model assumptions and other criteria are also analyzed, including tail risk, broad level risk factor exposures, market diversification,
correlation, and volatility as well as transaction costs. New models must demonstrate efficacy on a stand-alone basis while complimenting the existing portfolio.
The Funds return will be derived principally from changes in the value of securities held in the Funds portfolio (including its interests in the Subsidiary), and the Funds assets consist
principally of securities. The Fund is non-diversified, which means that it can invest a greater percentage of its assets in any one issuer than a diversified fund.
The Adviser may engage in frequent buying and selling of portfolio holdings to achieve the Funds investment objective.
The Fund invests directly or indirectly through the Subsidiary in the global derivatives markets through its exposure to one or more trading companies or derivative instruments that employ the Campbell Program,
which may utilize futures contracts, forward contracts and other derivatives to provide exposure to a variety of global markets for currencies, interest rates, stock market indices, energy resources, metals and agricultural products.
Because the Fund may invest a substantial portion of its assets in the Subsidiary, which may hold some of the investments described in this Prospectus, the Fund may
be considered to be investing indirectly in some of those investments through its Subsidiary. For that reason, references to the Fund may also include the Subsidiary.
To the extent the Fund itself owns, or otherwise gains exposure to the Campbell Program that utilizes, futures contracts, forward contracts and derivatives, these instruments will have the economic effect of
financial leverage. Financial leverage magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Fund will have the potential for greater gains, as well as the
potential for greater losses, than if the Fund did not employ leverage in its investment activity. Leveraging tends to magnify, sometimes significantly, the effect of any increase or decrease in the Funds exposure to an asset class and may
cause the Funds NAV to be volatile. For example, if the Adviser seeks to gain enhanced exposure to a specific asset class through a direct or indirect investment providing leveraged exposure to the class and that investment increases in value,
the gain to the Fund will be magnified; however, if that investment decreases in value, the loss to the Fund will be magnified. There is no assurance that the Funds leveraged exposure to certain investments will enable the Fund to achieve its
investment objective.
To the extent the Fund employs derivatives to gain exposure to the Campbell Program, it is anticipated that the Fund will utilize
a total return swap (a Swap), a type of derivative instrument designed to replicate the aggregate returns of the Campbell Program. Any Swap will be based on a notional amount agreed upon by the Adviser and a counterparty. The Adviser
will retain the ability to adjust the notional exposure of the Swap at its discretion. Generally, the fees and expenses of a Swap are based on the notional value of the Swap. The value of the Swap typically includes a deduction for fees of the
counterparty as well as management and performance fees payable to Campbell. Any investment in the
9
Campbell Program will be subject to (i) management fees of up to 1.25% of notional exposure, and (ii) performance-based incentive fees of 20.0% of new high net trading profits. Because
the Swap is designed to replicate the returns of the Campbell Program, the performance of the Fund will primarily depend on the ability of the Campbell Program to generate returns in excess of the costs of the relevant Swap(s).
The Adviser expects the Funds NAV over short-term periods to be volatile because of the significant use, either directly or through its investment in the
Campbell Program, of investments that have a leveraging effect. Volatility is a statistical measurement of the magnitude of up and down asset price fluctuations over time. Rapid and dramatic price swings will result in high volatility. The
Funds returns are expected to be volatile; however, the actual or realized volatility level for longer or shorter periods may be materially higher or lower depending on market conditions.
The Subsidiary
Investments in the Subsidiary, which has the
same investment objective as the Fund, are expected to provide the Fund with exposure to futures contracts and commodities in a manner consistent with the limitations of the federal tax requirements that apply to the Fund to maintain its
qualification as a Regulated Investment Company (a RIC). In addition, applicable federal tax requirements generally limit the degree to which the Fund may invest not exceeding 25% of its total assets. It is expected that the Subsidiary
will invest primarily in swap contracts or Trading Companies which is intended by the Adviser to provide exposure to the Campbell Program but may also invest in fixed income securities and other investments intended to serve as margin or collateral
for the Subsidiarys derivatives positions. Please refer to the Statement of Additional Information for more information about the organization and management of the Subsidiary.
Subchapter M also requires, among other things, that at least 90% of the Funds income be derived from securities or derived with respect to its business of investing in securities (typically referred to as
qualifying income). Income from certain of the commodity-linked derivatives in which the Fund invests may not be treated as qualifying income for purposes of the 90% income requirement. The Fund is aware of certain private
letter rulings from the Internal Revenue Service issued to other mutual funds, which indicate that income from the funds investment in a subsidiary will constitute qualifying income for purposes of Subchapter M; however, the Fund
has not itself received or applied for private letter ruling from the Internal Revenue Service and does not intend to apply for such a ruling. Private letter rulings are not precedent and the Internal Revenue Service is not bound by them. Therefore,
if the Internal Revenue Service challenges the position taken by the Fund that the income is qualifying income, it may not prevail and would lose its status as a RIC. See More Information About Taxes Tax Risks of Investing in the
Fund.
As with the Fund, the Adviser is responsible for the Subsidiarys day-to-day business pursuant to an investment advisory agreement with
the Subsidiary. Under this agreement, the Adviser provides the Subsidiary with the same type of management services, under the same terms, as are provided to the Fund. The investment advisory agreement of the Subsidiary provides for automatic
termination upon the termination of the investment advisory agreement with respect to the Fund. The Subsidiary has also entered into separate contracts for the provision of custody, transfer agency, and audit services with the same service providers
that provide those services to the Fund. The Fund pays the Adviser a fee for its services. The Adviser has contractually agreed to waive the management fee it receives from the Fund in an amount equal to the management fee paid to the Adviser by the
Subsidiary. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary, and may not be terminated by the Adviser unless the Adviser first obtains the prior approval of the Funds Board of Trustees for such
termination. The Subsidiary will also bear the fees and expenses incurred in connection with the custody, transfer agency and audit services that it receives. The expenses borne by the Subsidiary are not expected to be material in relation to the
value of the Funds assets. The Funds own expenses are reduced to some extent as a result of the payment of such expenses at the Subsidiary level. Therefore, any duplicative fees for similar services provided to the Fund and Subsidiary
are not material.
To the extent they are applicable to the investment activities of the Subsidiary, the Subsidiary will be managed pursuant to
compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Fund. As a result, the Adviser, in managing the Subsidiarys portfolio, is subject to the same investment policies and
restrictions that apply to the management of the Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiarys portfolio investments and shares
of the Subsidiary. These policies and restrictions are described in detail in the Funds Statement of Additional Information. The Funds Chief Compliance Officer oversees implementation of the Subsidiarys policies and procedures, and
makes periodic reports to the Funds Board regarding the Subsidiarys compliance with its policies and procedures.
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Principal Investment Risks:
The risk descriptions below provide a more detailed explanation of the principal investment risks that correspond to the risks described in the Fund Summary section of this Prospectus. In general, the Funds
investment strategies involve greater risks than the strategies used by a typical mutual fund. The following describes the common risks of the Fund.
Campbell Program Strategy Risk
The profitability of any
Fund investment in the Campbell Program depends primarily on the ability of Campbell to anticipate price movements in the relevant markets and underlying derivative instruments and futures contracts. Such price movements may be influenced by, among
other things:
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changes in interest rates;
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governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies;
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weather and climate conditions;
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natural disasters, such as hurricanes;
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changing supply and demand relationships;
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changes in balances of payments and trade;
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U.S. and international rates of inflation and deflation;
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currency devaluations and revaluations;
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U.S. and international political and economic events; and
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changes in philosophies and emotions of various market participants.
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The Campbell Program may not take all of these factors into account.
The Campbell Program involves actively trading
derivative instruments using a variety of strategies and investment techniques that involve significant risks. Such derivative instruments may include futures, options and forward contracts and other derivative instruments that have inherent
leverage and price volatility that result in greater risk than instruments used by a typical mutual fund, and the systematic programs used to trade them may rely on proprietary investment strategies that are not fully disclosed, which may in turn
result in risks that are not anticipated. In addition, investments in the Campbell Program will typically be subject to relatively high management fees and performance-based fees which further reduce the potential return of the Funds or the
Subsidiarys investments. These costs are in addition to the operating expenses associated with the Fund. The combined impact of these costs will have the effect of reducing the performance of the Fund. Furthermore, performance-based fees may
create an incentive for Campbell to make investments that are riskier or more speculative than they might have made in the absence of such arrangements. The Adviser anticipates that any investment in the Campbell Program will be subject to
(i) management fees of up to 1.25% of notional exposure, and (ii) performance-based incentive fees of 20.0% of new high net trading profits. The Fund, Subsidiary or any trading company is also subject to certain derivative trading costs,
including brokerage commissions and various exchange fees.
The use of futures contracts, forward contracts and derivative instruments will have the
economic effect of financial leverage. Financial leverage magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Campbell Program (and indirectly the Fund through
its investment in a derivative instrument or trading company) will have the potential for greater losses, as well as the potential for greater gains, than if the Campbell Program did not employ leverage in its investment activity. Leveraging tends
to magnify, sometimes significantly, the effect of any increase or decrease in the Campbell Programs exposure to an asset class and may cause the value of the Funds investment to be volatile. Accordingly, the Funds NAV may be
volatile because of its investment exposure to the Campbell Program.
The notional value of exposure achieved by the Fund, its Subsidiary or a trading
company to the Campbell Program is expected to be leveraged and such exposure may be by a multiple of more than four times the assets of the Subsidiary.
There is no assurance that the Funds investment in a derivative instrument or trading company with leveraged exposure to certain investments and markets will
enable the Fund to achieve its investment objective.
11
Commodities Risk
Exposure to the commodities markets (including financial futures markets) may subject the Fund through its investment in the Subsidiary to greater volatility than
investments in traditional securities. The values of commodities and commodity-linked investments are affected by events that might have less impact on the values of stocks and bonds and have recently experienced periods of significant volatility.
Prices of commodities and related contracts may fluctuate significantly over short periods for a variety of reasons, including: changes in interest rates, supply and demand relationships and balances of payments and trade; weather and natural
disasters; governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; acts of terrorism, tariffs and U.S. and international economic, political, military and regulatory developments.
The commodity markets are subject to temporary distortions or other disruptions. U.S. futures exchanges and some foreign exchanges have regulations that limit the
amount of fluctuation in futures contract prices, which may occur during a single business day. Once a limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding
trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the value of the Funds commodity-linked investments.
Derivatives Risk
Derivatives include instruments and
contracts that are based on, and are valued in relation to, one or more underlying securities, financial benchmarks or indices, such as futures, options, swap agreements and forward contracts. The value of a derivative depends largely upon price
movements in the underlying instrument. Many of the risks applicable to trading the underlying instrument are also applicable to derivatives trading. However, derivatives trading is subject to a number of additional risks. Transactions in certain
derivatives are subject to clearance on a U.S. national exchange and to regulatory oversight, while other derivatives are subject to risks of trading in the over-the-counter markets or on non-U.S. exchanges. A small investment in derivative
instruments could have a potentially large impact on the Funds performance. Over-the-counter derivatives are subject to the risk of mispricing or improper valuation of the derivative.
Liquidity of Futures Contracts
.
The Campbell Program utilizes futures as part of its strategy. Futures positions may be illiquid because certain commodity exchanges limit
fluctuations in certain futures contract prices during a single day by regulations referred to as daily price fluctuation limits or daily limits. Under such daily limits, during a single trading day no trades may be executed
at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be entered into nor liquidated unless traders are willing to
effect trades at or within the limit. Futures prices have occasionally moved beyond the daily limits for several consecutive days with little or no trading. OTC instruments generally are not as liquid as instruments traded on recognized exchanges.
These constraints could prevent the Fund from promptly liquidating unfavorable positions, thereby subjecting the Fund to substantial losses. In addition, the Commodity Futures Trading Commission (CFTC) and various exchanges limit the
number of positions that the Fund may indirectly hold or control in particular commodities.
Non-U.S. Futures
Transactions
. Foreign futures transactions involve the execution and clearing of trades on a foreign exchange. This is the case even if the foreign exchange is formally linked to a domestic exchange,
whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization regulates the activities of a foreign exchange, including the execution, delivery, and clearing of transactions on such an
exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction
occurs. For these reasons, the Fund may not be afforded certain of the protections that apply to domestic transactions. In particular, funds received to margin foreign futures transactions may not be provided the same protections as funds received
to margin futures transactions on domestic exchanges. In addition, the price of any foreign futures or option contract and, therefore, the resulting potential profit or loss, may be affected by any fluctuation in the foreign exchange rate between
the time the order is placed and the foreign futures contract is liquidated or the foreign option contract is liquidated or exercised.
Forward
Contracts
. The Campbell Program may utilize forward contracts that are not traded on exchanges and may not be regulated. There are no limitations on daily price movements of forward contracts. Banks and other dealers
with which the Fund maintains accounts may require that the Fund deposit margin with respect to such trading. The Funds counterparties are not required to continue making markets in such contracts. There have been periods during which certain
counterparties have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (the price at which the counterparty is prepared to buy and that at which it is prepared to sell). Arrangements to
trade forward contracts may be made with only one or a few counterparties, and liquidity problems therefore might be greater than if such arrangements were made with numerous counterparties. The imposition of
12
credit controls by governmental authorities might limit such forward trading to less than the amount that the Adviser would otherwise recommend, to the possible detriment of the Fund.
Swap Agreements
.
The Fund intends to enter into swap agreements. Swap agreements can be individually negotiated and structured
to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease the Funds exposure to long-term or short-term interest rates, foreign currency values,
corporate borrowing rates, or other factors such as security prices, baskets of securities, or inflation rates. Swap agreements can take many different forms and are known by a variety of names. The Fund is not limited to any particular form of swap
agreement if the Adviser determines that other forms are consistent with the Funds investment objective and policies.
Swap agreements will tend to
shift the Funds investment exposure from one type of investment to another. For example, if the Fund agrees to exchange payments in dollars for payments in foreign currency, the swap agreement would tend to decrease the Funds exposure to
U.S. interest rates and increase its exposure to foreign currency and interest rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the Funds portfolio. The most significant factor in the
performance of swap agreements is the change in the specific interest rate, currency, individual equity values or other factors that determine the amounts of payments due to and from the Fund. If a swap agreement calls for payments by the Fund, the
Fund must be prepared to make such payments when due. In addition, the value of a swap agreement is likely to decline if the counterpartys creditworthiness declines. Such a decrease in value might cause the Fund to incur losses.
Recent market developments related to swaps have prompted increased scrutiny with respect to these instruments. As a result of the Dodd-Frank Act, swaps may in the
future be subject to increased regulation. Such regulation may limit the Funds ability to use swaps and increase the cost of using swaps.
Fixed-Income Risk
A substantial portion of the Funds
assets may be invested in U.S. Treasuries or other short-term debt obligations. When interest rates change, the value of the Funds fixed-income investments will be affected. Prices of fixed income securities tend to move inversely with changes
in interest rates. Typically, a rise in rates will adversely affect fixed income security prices and, accordingly, the Funds share price. The longer the effective maturity and duration of the Funds portfolio, the more the Funds
share price is likely to react to interest rates. Some fixed income securities give the issuer the option to call, or redeem, the securities before their maturity dates. If an issuer calls its security during a time of declining interest rates, the
Fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. During periods of market illiquidity or rising interest rates,
prices of callable issues are subject to increased price fluctuation. In addition, the Fund may be subject to extension risk, which occurs during a rising interest rate environment because certain obligations will be paid off by an issuer more
slowly than anticipated, causing the value of those securities held by the Fund to fall.
Fixed income investments are also subject to Credit
Risk discussed below.
Counterparty Risk
Many of the derivatives entered into by the Fund, the Subsidiary or a trading company are not traded on an exchange but instead will be privately negotiated in the
over-the-counter market. This means that these instruments are traded between counterparties based on contractual relationships. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance
with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations
to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent the Fund or a Trading Company deals with a limited number of counterparties, it will be more susceptible to the credit risks
associated with those counterparties. The Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of the Fund to transact business with any one
or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.
In
situations in which the Fund is required to post margin or other collateral with a counterparty, including with a futures commission merchant or a clearing organization for futures or other derivative contracts, the counterparty may fail to
segregate the collateral or may commingle the collateral with the counterpartys own assets. As a result, in the event of the counterpartys bankruptcy or insolvency, the Funds collateral may be subject to the conflicting claims of
the counterpartys creditors and the Fund may be exposed to the risk of being treated as a general unsecured creditor of the counterparty, rather than as the owner of the collateral.
13
The Fund is subject to the risk that issuers of the instruments in which it invests and trades may default on their
obligations, and that certain events may occur that have an immediate and significant adverse effect on the value of those instruments. There can be no assurance that an issuer will not default, or that an event that has an immediate and significant
adverse effect on the value of an instrument will not occur, and that the Fund will not sustain a loss on a transaction as a result.
Transactions
entered into by the Fund may be executed on various U.S. and non-U.S. exchanges, and may be cleared and settled through various clearing houses, custodians, depositories and prime brokers throughout the world. A failure by any such entity may lead
to a loss to the Fund.
Credit Risk
Credit risk
refers to the possibility that the issuer of the security will not be able to make principal and interest payments when due. Changes in an issuers credit rating or the markets perception of an issuers creditworthiness may also
affect the value of the Funds investment in that issuer. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation. Securities rated in the four highest categories (Standard &
Poors (S&P) (AAA, AA, A and BBB), Fitch Ratings (Fitch) (AAA, AA, A and BBB) or Moodys Investors Service, Inc. (Moodys) (Aaa, Aa, A and Baa)) by the rating agencies are considered investment
grade but they may also have some speculative characteristics, meaning that they carry more risk than higher rated securities and may have problems making principal and interest payments in difficult economic climates. Investment grade ratings do
not guarantee that bonds will not lose value or default.
If a security issuer defaults on its payment obligations to the Fund, this default will cause
the value of an investment in the Fund to decrease. Lower credit quality may lead to greater volatility in the price of a security and in shares of the Fund. Lower credit quality also may affect liquidity and make it difficult to sell the security.
Default, or the markets perception that an issuer is likely to default, could reduce the value and liquidity of securities, thereby reducing the value of your investment in Fund shares. In addition, default may cause the Fund to incur expenses
in seeking recovery of principal or interest on its portfolio holdings.
When the Fund or any trading company invests in over-the-counter derivatives
(including options), it is assuming a credit risk with regard to the party with which it trades and also bears the risk of settlement default. These risks may differ materially from risks associated with transactions effected on an exchange, which
generally are backed by clearing organization guarantees, daily mark-to-market and settlement, segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not
benefit from such protections. Relying on any counterparty exposes the Fund to the risk that such counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or
not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If any counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease.
In addition, to the extent the Fund or any trading company deals with a limited number of counterparties, it will be more susceptible to the credit
risks associated with those counterparties. The Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of the Fund to transact business with
any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.
High Indirect fees and expenses
Your cost of investing in
the Fund may be higher than the cost of investing in other mutual funds that invest directly in the types of instruments traded by the Campbell Program. In addition to the Funds direct fees and expenses, you will indirectly bear fees and
expenses paid by the Subsidiary and by a trading company, including management fees and performance-based fees associated with the Campbell Program, commodity brokerage commissions and operating expenses. Further, any investment in the Campbell
Program is expected to be subject to management and performance-based fees. Management fees typically are based on the leveraged account size or the notional exposure of the Fund to the Campbell Program and not the actual cash invested.
Performance fees
The performance-based fees
indirectly paid to Campbell may create an incentive for Campbell to make investments that are riskier or more speculative than those they might have made in the absence of such performance-based fees. In addition, because performance-based fees will
generally be calculated on a basis that includes unrealized trading profits of the Campbell Program, the fee may be greater than if it were based solely on realized gains. Positive performance of the Funds investments in the Campbell Program
is expected to result in performance-based
14
compensation being paid to Campbell, which will be borne indirectly by the Fund, even if the Funds overall returns are negative. Further, because performance fees are frequently calculated
on a quarterly basis (and, in some cases, upon a withdrawal of capital from a trading company), it is possible that Campbell could earn a performance fee in a year in which its overall performance for the whole year was negative.
Currency Risk
The Funds indirect and direct exposure
to foreign currencies subjects the Fund to the risk that those currencies will decline in value relative to the U.S. Dollar, or, in the case of short positions, that the U.S. Dollar will decline in value relative to the currency that the
Fund is short. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the
U.S. or abroad. In addition, the Fund may incur transaction costs in connection with conversions between various currencies.
Emerging Market Risk
The Fund in tends to have exposure to emerging markets due to the Campbell Programs investments in certain stock index futures and foreign
exchange instruments . Investing in emerging markets will, among other things, expose the Fund to all the risks described below in the Foreign Market Risk section, and you should review that section carefully. However, there are greater risks
involved in investing in emerging market countries and/or their financial markets than there are in more developed countries and/or markets. Generally, economic structures in these countries are less diverse and mature than those in developed
countries, and their political systems are less stable. Investments in emerging market countries may be affected by national policies that restrict foreign investment in certain issuers or industries. The small size of their financial markets and
low trading volumes can make investments illiquid and more volatile than investments in developed countries and such securities may be subject to abrupt and severe price declines. The Fund may be required to establish special custody or other
arrangements before investing. In addition, because the securities settlement procedures are less developed in these countries, the Fund may be required to deliver securities before receiving payment and may also be unable to complete transactions
during market disruptions. The possible establishment of exchange controls or freezes on the convertibility of currency might adversely affect an investment in assets traded in foreign markets.
Foreign Market Risk
A substantial portion of the trades of
the Campbell Program are expected to take place on markets or exchanges outside the United States. There is no limit to the amount of assets of the Fund that may be committed to trading on foreign markets. The risk of loss in trading foreign futures
and options on futures contracts can be substantial. Participation in foreign futures and options on futures contracts involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade or exchange. Some of these
foreign markets, in contrast to U.S. exchanges, are so-called principals markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of
the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.
Some foreign markets present additional risk, because they are not subject to the same degree of regulation as their U.S. counterparts. No U.S. regulatory agency or
any domestic exchange regulates activities on any foreign boards of trade or exchanges (such as the execution, delivery and clearing of transactions) or has the power to compel enforcement of the rules of a foreign board of trade or exchange or of
any applicable foreign laws. Similarly, the rights of market participants, in the event of the insolvency or bankruptcy of a foreign market or broker are also likely to be more limited than in the case of U.S. markets or brokers. As a result, in
these markets, there is less legal and regulatory protection than that available domestically.
Additionally, trading on foreign exchanges is subject to
the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. An adverse development with respect to any of these variables could reduce the profit or increase the
loss earned on trades in the affected international markets. International trading activities are subject to foreign exchange risk.
General Market
Risk
The Funds NAV and investment return will fluctuate based upon changes in the value of its portfolio securities. The market value of
securities in which the Fund or the Subsidiary invests is based upon the markets perception of value and is not necessarily an objective measure of a securitys value. There is no assurance that the Fund will realize its investment
objective, and an investment in the Fund is not, by itself, a complete or balanced investment program. You could lose money on your investment in the Fund, or the Fund could underperform other investments.
15
Government Intervention and Regulatory Changes
The recent instability in financial markets has led government to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that are exposed to
extreme volatility and in some cases lack of liquidity. For example, the Dodd-Frank Act significantly revises and expands the rulemaking, supervisory and enforcement authority of federal bank, securities and commodities regulators. It is unclear how
these regulators will exercise these revised and expanded powers and whether they will undertake rulemaking, supervisory or enforcement actions that would adversely affect the Fund or investments made by the Fund. Possible regulatory actions taken
under these revised and expanded powers may include actions related to financial consumer protection, proprietary trading and derivatives. There can be no assurance that future regulatory actions authorized by the Dodd-Frank Act will not adversely
impact the Fund. Legislators and regulators in the United States are currently considering a wide range of proposals beyond the Dodd-Frank Act that, if enacted, could result in major changes to the way banking operations are regulated. Some of these
major changes could materially affect the profitability of the Fund or the value of investments made by the Fund or force the Fund to revise its investment strategy or divest certain of its investments. Any of these developments could expose the
Fund to additional costs, taxes, liabilities, enforcement actions and reputational risk.
In addition, the Dodd-Frank Act established a new regulatory
structure for derivatives. The new legislation requires regulators to set minimum capital requirements and minimum initial and variation margin requirements, repeals prior regulatory exemptions for OTC derivatives, provides substantial authority to
the SEC and the CFTC with respect to position limits for certain swaps and may change the standards for determining manipulation. Much of the required rulemaking and regulations have yet to be implemented. Accordingly, the effect of the new
legislation and its impact on the Fund and any trading companies cannot yet be known. If more restrictive position limits are imposed on investors in the commodity futures and other derivative markets, the Campbell Program, and as a result, the
Fund, may be adversely affected. Similarly, changes in the regulation of foreign currency-related trading arising from the Dodd-Frank Act may make it more expensive for the Fund and otherwise limit the Funds ability to engage in such trading,
which could adversely affect the Fund.
In 2012, the CFTC adopted certain rule amendments that significantly affected the exemptions from CFTC
regulations that were available to the Fund and its Subsidiary. Effective January 1, 2013, the Fund and its Subsidiary are subject to CFTC regulations because of these changes. At the time of the CFTCs adoption of the rule amendments,
Equinox was (and continues to be) registered as a commodity pool operator (CPO) and, accordingly, is subject to CFTC regulations. On August 13, 2013, the CFTC adopted final rules to harmonize the compliance obligations
of CPOs with respect to commodity pools that are also registered investment companies under the 1940 Act. Under the final harmonization rules, the CPOs of such commodity pools may elect substituted compliance whereby such CPOs will be
deemed to have substantially satisfied the CFTC-mandated disclosure, reporting and recordkeeping obligations by complying with the SECs disclosure, reporting and recordkeeping regime under the 1940 Act, in lieu of complying with the
CFTCs alternative requirements. The Fund intends to utilize the substituted compliance option.
Leverage/Volatility Risk
The Fund may employ leverage and may invest in leveraged instruments. The more the Fund invests in leveraged instruments, the more this leverage will magnify any
losses on those investments. Leverage will cause the value of the Funds shares to be more volatile than if the Fund did not use leverage. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the
Funds portfolio securities or other investments. The Fund or any trading company may engage in transactions or purchase instruments that give rise to forms of leverage. Such transactions and instruments may include the investment of collateral
from loans of portfolio securities, or the use of when issued, delayed-delivery or forward commitment transactions. Derivative contracts ordinarily have leverage inherent in their terms. The use of leverage may also cause the Fund or a trading
company to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet segregation requirements. Certain types of leveraging transactions could theoretically be subject to unlimited losses
in cases where the Fund or a trading company, for any reason, is unable to close out the transaction.
Furthermore, derivative contracts are highly
volatile and are subject to occasional rapid and substantial fluctuations. Consequently, you could lose all or substantially all of your investment in the Fund should the trading positions of the Fund or any trading company suddenly turn
unprofitable.
Liquidity Risk
The Fund may be
subject to liquidity risk primarily due to investments in derivatives. The Fund may invest up to 15% of its net assets in illiquid securities or instruments. Derivatives, such as swaps, options and warrants, may not be readily marketable and,
therefore, may be deemed to be illiquid. An asset is not readily marketable if it cannot be sold
16
within seven business days in the ordinary course of business for approximately the amount at which it is valued. Investments in illiquid assets involve the risk that the Fund may be unable to
sell the asset or sell it at a reasonable price. In addition, the Fund may be required to liquidate positions or close out derivatives on unfavorable terms at a time contrary to the interests of the Fund in order to raise cash to pay redemptions.
An investment in derivatives is also subject to the risk that the Fund may not be able to terminate the derivatives effective on whatever date it
chooses, or that the settlement of any early termination may depend on subsequent market movements. As a result, the Fund may be exposed to the risk of additional losses due to such delays.
Management Risk
The Advisers judgments about the attractiveness, value and potential positive or
negative performance of the Campbell Program or any particular security or derivative in which the Fund invests or sells short may prove to be inaccurate and may not produce the desired results.
Non-Diversification Risk
The Fund is a non-diversified
investment company, which means that more of the Funds assets may be invested in the securities of a single issuer than could be invested in the securities of a single issuer by a diversified investment company. This may make the value of the
Funds shares more susceptible to certain risks than shares of a diversified investment company. As a non-diversified fund, the Fund has a greater potential to realize losses upon the occurrence of adverse events affecting a particular issuer.
OTC Trading Risk
Certain of the derivatives in
which the Fund may invest, including swap agreements, may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated and lacks transparency
with respect to the terms of OTC transactions. OTC derivatives are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to the Fund. In addition, such
derivative instruments are often highly customized and tailored to meet the needs of the counterparties. If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or
liquidate a position at an advantageous time or price. As a result and similar to other privately negotiated contracts, the Fund is subject to counterparty credit risk with respect to such derivative contracts.
Portfolio Turnover Risk
The Fund may frequently buy and
sell portfolio securities and other assets to rebalance the Funds exposure to various market sectors. Higher portfolio turnover may result in the Fund paying higher levels of transaction costs and generating greater tax liabilities for
shareholders. Portfolio turnover risk may cause the Funds performance to be less than you expect.
Regulatory Risk
Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely affect the issuer, or market value, of an instrument
held by the Fund or the Funds performance.
Subsidiary Risk
The Subsidiary is not registered under the Investment Company Act of 1940 and, unless otherwise noted in this Prospectus, is not subject to all of the investor protections of the Investment Company Act of 1940.
Thus, the Fund, as an investor in the Subsidiary, will not have all of the protections offered to investors in registered investment companies. However, the Fund wholly owns and controls the Subsidiary, and the Fund and the Subsidiary are both
managed by the Adviser, making it unlikely that the Subsidiary will take action contrary to the interests of the Fund or its shareholders. While the Subsidiary has an independent board of directors that is responsible for overseeing the operations
of the Subsidiary, the Funds Board has oversight responsibility for the investment activities of the Fund, including its investment in the Subsidiary, and the Funds role as the sole shareholder of the Subsidiary. Also, to the extent they
are applicable to the investment activities of the Subsidiary, the Adviser will be subject to the same fundamental investment restrictions that apply to the management of the Fund in managing the Subsidiarys portfolio. It is not currently
expected that shares of the Subsidiary will be sold or offered to investors other than the Fund.
Changes in the laws of the United States and/or the
Cayman Islands, under which the Fund and the Subsidiary, respectively, are organized, could result in the inability of the Fund and/or the Subsidiary to operate as described in this Prospectus and could negatively affect the Fund and its
shareholders. For example, Cayman Islands law does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the
17
Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands governmental authority taxes, Fund shareholders would likely suffer decreased investment returns.
Taxation Risk
By investing in
commodities indirectly through the Subsidiary, the Fund will obtain exposure to the commodities markets within the federal tax requirements that apply to the Fund. The Subsidiary is classified as a controlled foreign corporation for US tax purposes.
Typically any gains/losses from trading in 1256 futures contracts, such as exchange-traded commodity futures contracts, are taxed 60% as long term capital gains/losses and 40% short term capital gains/losses. However, because the Subsidiary is a
controlled foreign corporation, any income received from its investments in the Campbell Program will be passed through to the Fund as ordinary income and reflected on shareholders tax Forms 1099 as such.
Temporary Investments
To respond
to adverse market, economic, political or other conditions, the Fund may invest up to 100% of total assets, without limitation, in high-quality short-term debt securities and money market instruments or any derivative instrument meant to track the
return of any such instrument. These short-term debt securities and money market instruments include shares of other mutual funds, commercial paper, certificates of deposit, bankers acceptances, U.S. Government securities and repurchase
agreements. While the Fund is in a defensive position, the opportunity to achieve its investment objective will be limited. Furthermore, to the extent that the Fund invests in money market mutual funds for cash positions, there will be some
duplication of expenses because the Fund will bear its pro-rata portion of such money market funds advisory fees and operational fees. The Fund may also invest a substantial portion of its assets in such instruments at any time to maintain
liquidity or pending selection of investments in accordance with its policies.
Portfolio Holdings Disclosure
A description of the Funds policies regarding the release of portfolio holdings information is available in the Funds Statement of
Additional Information (SAI) and can also be found on the Funds website at www.EquinoxFundManagement.com.
MANAGEMENT
Investment Adviser
Equinox Fund
Management, LLC, a Delaware limited liability company formed in 2003, serves as the investment adviser to the Fund. It has been registered with the Commodity Futures Trading Commission as a commodity pool operator since 2003 and registered with the
Securities and Exchange Commission (SEC) as an investment adviser since 2007. The Advisers principal place of business is located at 1775 Sherman Street, Suite 2500 Denver, CO 80203. The Adviser manages and supervises the
investment of the Funds assets on a discretionary basis. As of December 31, 2013, the Adviser had approximately $1.315 billion in assets under management.
For its services, the Adviser is entitled to an investment advisory fee, which is calculated daily and paid monthly, at an annual rate of 0.75% of the Funds average daily net assets. The Adviser has
contractually agreed that from commencement of the Funds operations through January 31, 2015, it will reduce its compensation and/or reimburse certain expenses for the Fund, to the extent necessary to ensure that the Funds total
operating expenses, excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), interest, extraordinary items, Acquired Fund Fees and Expenses and
brokerage commissions, do not exceed, on an annual basis, 0.90% of the Funds average daily net assets. The Adviser shall be entitled to recover, subject to approval by the Board of Trustees of the Trust, such waived or reimbursed amounts for a
period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund.
A discussion
regarding the basis for the Board of Trustees approval of the investment advisory contract with the Adviser will be available in the Funds first Semi-Annual or Annual Report to Shareholders.
Portfolio Managers
Richard
Bornhoft is a Co-Founder and the Chief Investment Officer of the Adviser. He leads the Advisers portfolio management team and is responsible for day-to-day investment decisions for the Fund. Mr. Bornhoft has over 30 years of experience in
the alternative investment industry. He specializes in the creation, evaluation, and risk monitoring of managed futures investment portfolios for institutional and individual investors. Mr. Bornhoft began his career directing
18
hedging strategies for mortgage and agricultural companies and banks, and subsequently as a systematic CTA. Mr. Bornhoft co-founded one of the first multiple-CTA managed futures funds in
1983, and his own futures investment advisory firm in 1985. Over the course of his career, Mr. Bornhoft has financially engineered and directed the research, design and on-going management of multiple-CTA managed futures portfolios for
approximately 20 pension plans, corporations and banking institutions throughout the world. He has served on numerous arbitration boards and committees of regulatory and industry organizations. Mr. Bornhoft earned his BS in Agricultural
Business from Colorado State University. He holds securities licenses Series 7, 24, 63 and CFTC/NFA Series 3.
Dr. Ajay Dravid is the Managing
Director of Portfolio Strategy for the Adviser and joined the Adviser in 2011. As a co-portfolio manager of Equinox Fund Managements mutual funds, Dr. Dravid is involved in day-to-day portfolio and risk management, as well as in
developing and structuring new products. Prior to joining Equinox, he was a consultant and a member of the Executive Committee of The Frontier Fund. Dr. Dravid has more than 30 years of experience in industry, academia, and financial services.
From 2004 to 2006, he was President of Saranac Capital Management, a separate entity spun out from Citigroup to manage more than $3 billion in hedge fund assets. From 1996 to 2004, he was a Director and then a Managing Director at Salomon Brothers
and Citigroup, where he helped to build and manage the hedge fund business and platforms. He was a co-portfolio manager for the Multi-Strategy Arbitrage funds, a quantitative analyst for the Equity Long-Short funds, and the head of the Risk
Committee. He was also involved in the structuring and marketing of funds and in client service. From 1993 to 1996, Dr. Dravid was a Vice President in the Asset Allocation Research Group of Salomon Brothers. Prior to this, he was an Assistant
Professor of Finance at the Wharton School.
Dr. Dravid has published numerous papers in leading academic and practitioner journals including
Journal of Finance, Journal of Financial Economics, and Journal of Derivatives. Dr. Dravid received a BSc in Physics from the University of Poona (India), an MA in Physics from SUNY at Stony Brook, an MBA in Finance and Marketing from the
University of Rochester, and a PhD in Finance from the Graduate School of Business at Stanford University. He holds securities licenses Series 7 and 63 and CFTC/NFA Series 3.
Sue Osborne is a member of the Advisers portfolio management team and joined the Advisor in April 2013. Ms. Osborne is also Director of Research at Equinox Institutional Asset Management, LP (formerly
known as Tapestry Asset Management, LP), an affiliate of the Adviser, where she has been since 2003, first as a consultant and then in her current role. She has held positions in hedge fund research and portfolio management at Hamilton &
Co. from 2002 to 2003, Goldman Sachs from 1998 to 2002, Lake Partners from 1996 to 1998, and Greenwich Associates in 1996. She holds an MBA from Lehigh University and a BS in Marketing from Duquesne University.
Afroz Qadeer is a member of the Advisers portfolio management team and joined the Adviser in April 2013. Mr. Qadeer co-founded Equinox Institutional
Asset Management, LP (then known as Tapestry Asset Management, LP) in 2002 and serves as its President and Chief Investment Officer. He has held tenures in hedge fund research and portfolio management roles with Goldman Sachs, Optima Fund
Management, and Lake Partners. In such roles, he participated in the launch of eight multi-manager funds, management of 20 multi-manager portfolios covering a diverse range of alternatives, and management of four hedge fund portfolios with assets of
approximately $2 billion. Mr. Qadeer holds an MBA from The Wharton School, University of Pennsylvania and a Bachelor of Commerce from Sydenham College, University of Bombay, India.
Rufus Rankin is the Advisers Director of Portfolio Management and joined the Adviser in 2011. Dr. Rankin works on the conception, development and implementation of new products and distribution
strategies for investment products managed by Equinox Fund Management, a role that requires daily contact with and evaluation of CTAs, and other alternative investment managers. He is a co-portfolio manager of the firms mutual funds. Prior to
his current role, he was Product Development Manager at Solon Capital, LLC, an affiliate of the adviser. Before then, he performed sales at SEI from August 2005 to February 2009, and was previously at Morgan Stanley from September 2004 to August
2005. Dr. Rankin holds a BA in Philosophy and a Masters in International Studies from North Carolina State University, and a Doctorate of Business Administration from Grenoble Ecole de Management. His doctoral dissertation focused on
statistical methods of enhancing multi-manager and multi-asset portfolio diversification, with an emphasis on portfolios of CTAs and Hedge Funds.
The
SAI provides additional information about the portfolio managers compensation, other accounts managed, and ownership of Fund shares.
In addition
to investment advisory fees, the Fund pays other expenses including costs incurred in connection with the maintenance of its securities law registration, printing and mailing prospectuses and SAIs to shareholders, certain financial accounting
services, taxes or governmental fees, custodial, transfer and shareholder servicing agent costs, expenses of outside counsel and independent accountants, preparation of shareholder reports and expenses of trustee and shareholders meetings.
19
Investment Subsidiary
The Subsidiary is a company organized under the laws of the Cayman Islands, and is overseen by its own board of directors. The Fund is the sole shareholder of the Subsidiary. It is not currently expected that
shares of the Subsidiary will be sold or offered to other investors. If, at any time, the Subsidiary proposes to offer or sell its shares to any investor other than the Fund, Fund shareholders will receive 60 days prior notice of such offer or sale.
As with the Fund, the Adviser is responsible for the Subsidiarys day-to-day business pursuant to an investment advisory agreement with the
Subsidiary. Under the terms of the agreement, the Adviser provides the Subsidiary with the same type of management services, under the same terms, as are provided to the Fund. The advisory agreement with the Subsidiary provides for automatic
termination upon the termination of the investment advisory agreement with respect to the Fund. The Subsidiary has also entered into separate contracts for the provision of custody, transfer agency, and audit services with the same service providers
that provide those services to the Fund.
The Fund and Subsidiary pay the Adviser a fee for its services. The Adviser has contractually agreed to waive
the fee it receives from the Fund in an amount equal to the management fee paid to the Adviser by the Subsidiary. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary, and may not be terminated by the Adviser
unless the Adviser first obtains the prior approval of the Funds Board of Trustees for such termination. The Subsidiary will also bear the fees and expenses incurred in connection with the custody, transfer agency and audit services that it
receives. The Fund expects that the expenses borne by the Subsidiary will not be material in relation to the value of the Funds assets. It is also anticipated that the Funds own expense will be reduced to some extent as a result of the
payment of such expenses at the Subsidiary level. It is therefore expected that any duplicative fees for similar services provided to the Fund and the Subsidiary will not be material.
The Subsidiary will be managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Fund. As a result, the Adviser, in managing
the Subsidiarys portfolio, is subject to the same investment policies and restrictions that apply to the management of the Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and
method of the valuation of the Subsidiarys portfolio investments and shares of the Subsidiary. These policies and restrictions are described in detail in the Funds SAI. The Funds Chief Compliance Officer oversees implementation of
the Subsidiarys policies and procedures, and makes periodic reports to the Funds Board of Trustees regarding the Subsidiarys compliance with its policies and procedures.
The financial statements of the Subsidiary will be included in the Funds annual and semi-annual reports or will be consolidated with those of the Fund as may be required. The Funds annual and
semi-annual reports are distributed to shareholders, and copies of the reports are provided without charge upon request as indicated on the back cover of this Prospectus. Please refer to the SAI for additional information about the organization and
management of the Subsidiary.
HOW SHARES ARE PRICED
The Funds NAV and offering price (NAV plus any
applicable sales charges) is determined at 4:00 p.m. (Eastern Time) on each day the New York Stock Exchange (NYSE) is open for business (a Business Day). NAV is computed by determining the aggregate market value of all assets
of the Fund, less its liabilities, divided by the total number of shares outstanding ((assets-liabilities)/number of shares = NAV). The NYSE is closed on weekends and New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The NAV takes into account the expenses and fees of the Fund, including management, administration, and distribution fees, which are accrued daily. The
determination of NAV for a particular day is applicable to all applications for the purchase of shares, as well as all requests for the redemption of shares, received by the Fund (or an authorized broker or agent, or its authorized designee) before
the close of trading on the NYSE on that day.
If available, the Funds investments in securities and other exchange traded assets are generally
valued based on market quotations. If market prices are unavailable or the Fund believes that they are unreliable, the Fund prices those securities or other assets at fair value as determined in good faith using methods approved by the Board of
Trustees. For example, market prices may be unavailable if trading in a particular portfolio security was halted during the day and did not resume prior to the Funds NAV calculation. The Fund may view market prices as unreliable when the value
of a security has been materially affected by events occurring after the market closes, but prior to the time as of which the Fund calculates NAV. The Fund will regularly value its investments in derivative instruments, including swaps, at fair
value. The use of fair valuation in pricing a portfolio holding involves the consideration of a number of subjective
20
factors and therefore, is susceptible to the unavoidable risk that the valuation may be higher or lower than the price at which the portfolio holding might actually trade if a reliable market
price were readily available.
The Fund may use independent pricing services to assist in calculating the value of the Funds portfolio holdings.
With respect to any portion of the Funds assets that are invested in one or more open-end management investment companies registered under the
1940 Act, each Funds net asset value is calculated based upon the net asset values of those open-end management investment companies, and the prospectuses for these companies explain the circumstances under which those companies will use fair
value pricing and the effects of using fair value pricing.
Applicable federal tax requirements generally limit the degree to which the Fund may invest
in the Subsidiary to an amount not exceeding 25% of its total assets. The Subsidiary prices its portfolio investments pursuant to the same pricing and valuation methodologies and procedures employed by the Fund. The Subsidiary offers to redeem all
or a portion of its shares at the current net asset value per share every day the Fund is open for business. The value of shares of the Subsidiary will fluctuate with the value of the Subsidiarys portfolio investments.
More information about the valuation of the Funds holdings is provided in the SAI.
21
HOW TO PURCHASE SHARES
SHARE CLASSES
Presently, the Fund offers four classes of shares (Class A, Class C, Class I and Class P), but only Class C shares are offered in this Prospectus. You should weigh
the impact of all potential costs over the life of your investment before making your initial investment. Each share class is available to all investors who meet the investment minimum for the class, as described below.
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Class C
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No initial sales charge
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Deferred sales
charge
1
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Higher annual expenses than Class A, Class I and Class P shares due to higher distribution fees
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1
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A 1.00% CDSC is assessed on redemptions of Class C shares made within one year after purchase of such shares.
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INVESTMENT MINIMUMS
Shares representing interests in the
Fund are offered continuously for sale by the Distributor. You can purchase Class C shares through certain broker-dealers or directly through the transfer agent of the Fund, as discussed below. Shares of the Fund are offered only to residents of
states in which the shares are registered or qualified. No share certificates are issued in connection with the purchase of Fund shares. Listed below are the minimum investment amounts for Class C shares. The Fund reserves the right to waive the
minimum initial investment requirement for any investor.
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Purchase Amounts
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Class C
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Minimum initial investment
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$
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2,500
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Minimum subsequent investment
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$
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500
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SHARE CLASSES
Class C
Shares
Class C shares of the Fund are offered at their NAV without an initial sales charge. This means that 100% of your initial investment is
placed into shares of the Fund. Class C shares pay 1.00% on an annualized basis of their average daily net assets as reimbursement or compensation for service and distribution related activities with respect to the Fund and/or shareholder services.
Distribution Plan.
The Board of Trustees, on behalf of the Funds Class C shares, has adopted a plan pursuant to Rule
12b-1 under the 1940 Act that allows the Fund to pay distribution and service fees for the sale and distribution of its shares and for services provided to its shareholders. Because these fees are paid out of the Funds assets on an ongoing
basis, over time, these fees will increase the cost of your investment and may cost more than paying other types of sales charges.
Contingent
Deferred Sales Charge.
If you redeem Class C shares within one year after purchase, you will be charged a CDSC of up to 1.00%. The charge will apply to the lesser of the original cost of the Class C shares being redeemed
or the proceeds of your redemption and will be calculated without regard to any redemption fee. When you redeem Class C shares, the redemption order is processed so that the lowest CDSC is charged. Class C shares that are not subject to a CDSC are
redeemed first. In addition, you will not be charged a CDSC when you redeem shares that you acquired through reinvestment of Fund dividends or capital gains. Any CDSC paid on the redemptions of Class C shares expressed as a percentage of the
applicable redemption amount may be higher or lower than the charge described due to rounding.
22
PURCHASING SHARES
You may purchase shares of the Fund by sending a completed application form to the following address by either regular or overnight mail:
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Address for Regular Mail:
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Address for Overnight Mail:
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Equinox Campbell Strategy Fund
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154
1-888-643-3431
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Equinox Campbell Strategy Fund
c/o Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
1-888-643-3431
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MINIMUM AND ADDITIONAL INVESTMENT AMOUNTS
The minimum initial investment to open an account is $2,500 for Class C Shares and the minimum subsequent investment is $500. There is no minimum investment requirement when you are buying shares by reinvesting
dividends and distributions from the Fund. The Fund and the Adviser reserve the right to waive or reduce the investment minimums under certain circumstances. The Fund may change the investment minimums at any time.
The Fund, however, reserves the right, in its sole discretion, to reject any application to purchase shares. Applications will not be accepted unless they are
accompanied by a check drawn on a U.S. bank, savings and loan, or credit union in U.S. funds for the full amount of the shares to be purchased. After you open an account, you may purchase additional shares by sending a check together with written
instructions stating the name(s) on the account and the account number, to the above address.
Make all checks payable to the name of the Fund.
The Fund will not accept payment in cash, including cashiers checks or money orders. Also, to
prevent check fraud, the Fund will not accept third party checks, U.S. Treasury checks, credit card checks, or starter checks for the purchase of shares.
Note: Gemini Fund Services, LLC (GFS), the Funds transfer agent, will charge a $25 fee against a shareholders account, in addition to any
loss sustained by the Fund, for any check returned to the transfer agent for insufficient funds.
The USA PATRIOT Act requires financial institutions,
including the Fund, to adopt certain policies and programs to prevent money-laundering activities, including procedures to verify the identity of customers opening new accounts. As requested on the application, you should supply your full name, date
of birth, social security number, and permanent street address. Mailing addresses containing a P.O. Box will not be accepted. This information will assist the Fund in verifying your identity. Until such verification is made, the Fund may temporarily
limit additional share purchases. In addition, the Fund may limit additional share purchases or close an account if it is unable to verify a shareholders identity. As required by law, the Fund may employ various procedures, such as comparing
the information to fraud databases or requesting additional information or documentation from you, to ensure that the information supplied by you is correct.
When Order is Processed
All shares will be purchased at the NAV, plus any applicable sales charges, per
share next determined after the Fund receives your application or request in good order. All requests received in good order by the Fund before 4:00 p.m. (Eastern time) will be executed on that same day. Requests received after 4:00 p.m. will be
processed on the next business day.
Good Order
: When making a purchase request, make sure your request is in good order.
Good order means your purchase request includes:
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the dollar amount of shares to be purchased;
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a completed purchase application or investment stub; and
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a check payable to the Fund.
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PURCHASES
THROUGH BROKERS
You may invest in the Fund through brokers or agents who have entered into selling agreements with the Funds distributor.
These brokers and agents are authorized to designate other intermediaries to receive purchase and redemption orders on behalf of the Fund. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or its
designee receives the order. The broker or agent may set its own initial and subsequent investment minimums. You may be charged a fee if you use a broker or agent to buy or redeem shares of the Fund. Finally,
23
various servicing agents use procedures and impose restrictions that may be in addition to, or different from those applicable to investors purchasing shares directly from the Fund. You should
carefully read the program materials provided to you by your servicing agent.
PURCHASES BY WIRE
If you wish to wire money to make an investment in the Fund, please call the Fund at 1-888-643-3431 for wiring instructions and to notify the Fund that a wire
transfer is coming. Any commercial bank can transfer same-day funds via wire. The Fund will normally accept wired funds for investment on the day received if they are received by the Funds designated bank before the close of regular trading on
the NYSE. Your bank may charge you a fee for wiring same-day funds.
HOW TO REDEEM SHARES
REDEMPTION REQUESTS
You will be entitled to redeem all or any portion of the shares credited to your accounts by submitting a written request for redemption by regular, express or
overnight mail to:
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Address for Regular Mail:
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Address for Overnight Mail:
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Equinox Campbell Strategy Fund
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154
1-888-643-3431
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Equinox Campbell Strategy Fund
c/o Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
1-888-643-3431
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REDEEMING BY TELEPHONE
The
telephone redemption privilege is automatically available to all new accounts, except retirement accounts. If you do not want the telephone redemption privilege, you must indicate this in the appropriate area on your account application or you must
write to the Fund and instruct it to remove this privilege from your account.
The proceeds will be sent by mail to the address designated on your
account or wired directly to your existing account in any commercial bank or brokerage firm in the United States as designated on your application. To redeem by telephone, call 1-888-643-3431. The redemption proceeds normally will be sent by mail or
by wire within three business days after receipt of your telephone instructions. IRA accounts are not redeemable by telephone.
The Fund reserves the
right to suspend the telephone redemption privileges with respect to your account if the name(s) or the address on the account has been changed within the previous 30 days. None of the Fund, GFS, or their respective affiliates will be liable for
complying with telephone instructions they reasonably believe to be genuine or for any loss, damage, cost or expenses in acting on such telephone instructions and you will be required to bear the risk of any such loss. The Fund, GFS, or both, will
employ reasonable procedures to determine that telephone instructions are genuine. If the Fund and/or GFS do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions. These procedures may
include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of the transactions and/or tape recording telephone instructions.
WIRE REDEMPTIONS
If you request your redemption by wire
transfer, you will be required to pay a $15.00 wire transfer fee to GFS to cover costs associated with the transfer but GFS does not charge a fee when transferring redemption proceeds by electronic funds transfer. In addition, your bank may impose a
charge for receiving wires.
SYSTEMATIC WITHDRAWAL PLAN
If your individual account, IRA, or other qualified plan account has a current account value of at least $10,000, you may adopt a Systematic Withdrawal Plan to provide for monthly, quarterly or other periodic
checks for any designated amount of $100 or more. If you wish to open a Systematic Withdrawal Plan, please indicate on your application or contact the Fund at 1-888-643-3431.
24
REDEMPTIONS IN KIND
The Fund reserves the right to honor requests for redemption or repurchase orders by making payment in whole or in part in readily marketable securities (redemption in kind). The securities will be
chosen by the Fund and valued under the Funds net asset value procedures. A shareholder will be exposed to market risk until these securities are converted to cash and may incur transaction expenses, including taxes, in converting these
securities to cash.
WHEN REDEMPTIONS ARE SENT
Once the Fund receives your redemption request in good order (as described below), it will issue a check based on the next determined NAV following your
redemption request. Before selling recently purchased shares, please note that if the Funds transfer agent has not yet collected payment for the shares you are selling, it may delay sending the proceeds until the payment is collected, which
may take up to 10 calendar days from the purchase date. This procedure is intended to protect the Fund and its shareholders from loss.
GOOD ORDER
Your redemption request will be processed if it is in good order. To be in good order, the following conditions must be satisfied:
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The request should be in writing, unless redeeming by telephone, indicating the number of shares or dollar amount to be redeemed;
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The request must identify your account number;
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The request should be signed by you and any other person listed on the account, exactly as the shares are registered; and
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If you request that the redemption proceeds to be sent to an address other than that of record, or if the address was changed within the last 30 days, or if the
proceeds of a requested redemption exceed $50,000, the signature(s) on the request must be medallion signature guaranteed by an eligible signature guarantor.
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WHEN YOU NEED MEDALLION SIGNATURE GUARANTEES
A medallion signature guarantee assures that a signature is
genuine and protects you from unauthorized account transfers. You will need your signature guaranteed if:
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you wish to change the bank or brokerage account that you have designated on your account;
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you request a redemption to be made payable to a person not on record with the Fund;
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you request that a redemption be mailed to an address other than that on record with the Fund;
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the proceeds of a requested redemption exceed $50,000; or
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any redemption is transmitted by federal wire transfer to a bank other than the bank of record; or
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your address was changed within 30 days of your redemption request.
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Signatures may be guaranteed by any eligible guarantor institution (including banks, brokers and dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies, and
savings associations) or by completing a supplemental telephone redemption authorization form. Contact the Fund to obtain this form. Further documentation will be required to change the designated account if shares are held by a corporation,
fiduciary, or other organization. A notary public cannot guaranty signatures.
Where shares are held in the name of an accredited bank, Medallion
Signature Guarantee requirements may be waived at the discretion of the Fund.
REDEEMING THROUGH BROKERS
If shares of the Fund are held by a broker-dealer, financial institution, or other servicing agent, you must contact that servicing agent to redeem shares of the
Fund. The servicing agent may charge a fee for this service.
LOW BALANCES
For regular accounts, if at any time your account balance falls below $1,000 or there has been no shareholder activity in the account for the past 12 months, the Fund may notify you that, unless the account is
brought up to at least $1,000 or you initiate activity in the account within 60 days of the notice; your account could be closed. After the notice period, the Fund may redeem all of your shares and close your account by sending you a check to the
address of record. Your account will not be closed if the account balance drops below $1,000 due to a decline in NAV.
25
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES
The Fund discourages and does not accommodate market
timing. Frequent trading into and out of the Fund can harm all Fund shareholders by disrupting the Funds investment strategies, increasing Fund expenses, decreasing tax efficiency and diluting the value of shares held by long-term
shareholders. The Fund is designed for long-term investors and is not intended for market timing or other disruptive trading activities. Accordingly, the Funds Board of Trustees has approved policies that seek to curb these disruptive
activities while recognizing that shareholders may have a legitimate need to adjust their Fund investments as their financial needs or circumstances change. The Fund currently commits staff to review, on a continuing basis, recent trading activity
in order to identify trading activity that may be contrary to the Funds Market Timing Trading Policy.
Such reviews involve judgments
that are inherently subjective and involve some selectivity in their application; the Fund seeks to make judgments and applications that are consistent with the interests of the Funds shareholders.
Based on the frequency of redemptions in your account, the Adviser or transfer agent may in its sole discretion determine that your trading activity is detrimental
to the Fund as described in the Funds Market Timing Trading Policy and elect to (i) reject or limit the amount, number, frequency or method for requesting future purchases into the Fund and/or (ii) reject or limit the amount, number,
frequency or method for requesting future exchanges or redemptions out of the Fund.
The Fund reserves the right to reject or restrict purchase requests
for any reason, particularly when the shareholders trading activity suggests that the shareholder may be engaged in market timing or other disruptive trading activities. Neither the Fund nor the Adviser will be liable for any losses resulting
from rejected purchase orders. The Adviser may also bar an investor who has violated these policies (and the investors financial advisor) from opening new accounts with the Fund.
Although the Fund attempts to limit disruptive trading activities, some investors use a variety of strategies to hide their identities and their trading practices. There can be no guarantee that the Fund will be
able to identify or limit these activities. Omnibus account arrangements are common forms of holding shares of the Fund. While the Fund will encourage financial intermediaries to apply the Funds Market Timing Trading Policy to their customers
who invest indirectly in the Fund, the Fund is limited in its ability to monitor the trading activity or enforce the Funds Market Timing Trading Policy with respect to customers of financial intermediaries. For example, should it occur, the
Fund may not be able to detect market timing that may be facilitated by financial intermediaries or made difficult to identify in the omnibus accounts used by those intermediaries for aggregated purchases, exchanges and redemptions on behalf of all
their customers. More specifically, unless the financial intermediaries have the ability to apply the Funds Market Timing Trading Policy to their customers through such methods as implementing short-term trading limitations or restrictions and
monitoring trading activity for what might be market timing, the Fund may not be able to determine whether trading by customers of financial intermediaries is contrary to the Funds Market Timing Trading Policy. Brokers maintaining omnibus
accounts with the Fund have agreed to provide shareholder transaction information to the extent known to the broker to the Fund upon request. If the Fund or its transfer agent or shareholder servicing agent suspects there is market timing activity
in the account, the Fund will seek full cooperation from the service provider maintaining the account to identify the underlying participant. At the request of the Adviser, the service providers may take immediate action to stop any further
short-term trading by such participants.
MORE INFORMATION ABOUT TAXES
The tax information in this Prospectus is provided for
general information only and should not be considered as tax advice or relied on by a shareholder or prospective investor.
General.
The Fund intends to qualify annually to be treated as a regulated investment company (a RIC) under the Code. As
such, the Fund will not be subject to federal income taxes on the earnings it distributes to shareholders provided it satisfies certain requirements and restrictions of the Code. If for any taxable year the Fund fails to qualify as a RIC:
(1) it will be subject to tax in the same manner as an ordinary corporation and thus will be subject to tax on a graduated basis with a maximum tax rate of 35%; and (2) distributions from its earnings and profits (as determined under
federal income tax principles) will be taxable as ordinary dividend income eligible for the dividends-received deduction for corporate shareholders and the long-term capital gains tax rate for qualified dividends received by non-corporate
shareholders.
26
Distributions.
The Fund will make distributions to you that may be taxed as ordinary
income or capital gains (which may be taxed at different rates depending on the length of time the Fund holds its assets). The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax
situation. Distributions are taxable whether you reinvest such distributions in additional shares of the Fund or choose to receive cash.
Unless you are
investing through a tax-deferred retirement account (such as an IRA), you should consider avoiding a purchase of Fund shares shortly before the Fund makes a distribution, because doing so can cost you money in taxes. This is known as buying a
dividend. For example: On December 15, you invest $5,000, buying 250 shares for $20 each. If the Fund pays a distribution of $1 per share on December 16, its share price will drop to $19 (not counting market change). You still have
only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares x $1 = $250 in distributions), but you owe tax on the $250 distribution you receivedeven if you reinvest it in more shares. To avoid buying a
dividend, check the Funds distribution schedule before you invest.
Ordinary Income.
Net investment income,
except for qualified dividends, and short-term capital gains that are distributed to you are taxable as ordinary income for federal income tax purposes regardless of how long you have held your Fund shares. Certain dividends distributed to
non-corporate shareholders and designated by the Fund as qualified dividend income are eligible for the long-term capital gains tax rate of 20% for non-corporate shareholders with taxable income in excess of $400,000 ($450,000 if married
and filing jointly) and 15% (0% for non-corporate shareholders in lower income tax brackets) for non-corporate shareholders with taxable income of less than the threshold amounts. Short-term capital gains that are distributed to you are taxable as
ordinary income for federal income tax purposes regardless of how long you have held your Fund shares.
Net Capital
Gains.
Net capital gains (i.e., the excess of net long-term capital gains over net short-term capital losses) distributed to you, if any, are taxable as long-term capital gains for federal income tax purposes regardless of
how long you have held your Fund shares.
Sale or Exchange of Shares.
It is a taxable event for you if you sell shares of
the Fund. Depending on the purchase price and the sale price of the shares you sell, you may have a taxable gain or loss on the transaction. Any realized gain will be taxable to you; and, generally, will be capital gain, assuming you hold the shares
of the Fund as a capital asset. The capital gain will be long-term or short-term depending on how long you have held your shares in the Fund. Sales of shares of the Fund that you have held for twelve months or less will be a short-term capital gain
or loss and if held for more than twelve months will constitute a long-term capital gain or loss. Any loss realized by a shareholder on a disposition of shares held for six months or less will be treated as a long-term capital loss to the extent of
any distributions of capital gain dividends received by the shareholder and disallowed to the extent of any distributions of exempt-interest dividends, if any, received by the shareholder with respect to such shares.
Return of Capital.
If the Funds distributions exceed its taxable income and capital gains realized during a taxable year, all or
a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholders cost basis in the
Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold
Medicare Contribution Tax.
Beginning in 2013, U.S. individuals with income exceeding $200,000 ($250,000, if married and filing jointly
and $125,000, if married and filing separately) will be subject to a 3.8% Medicare contribution tax on net investment income including interest (excluding tax-exempt interest), dividends, and capital gains. If applicable, the tax will be imposed on
the lesser of your (i) net investment income or (ii) the excess of modified adjusted gross income over $200,000 ($250,000 if married and filing jointly and $125,000 if married and filing separately).
Tax Risks of Investing in the Fund
. One of the requirements for favorable tax treatment as a RIC under the Code is that the Fund
derive at least 90% of its gross income from certain qualifying sources of income. On December 16, 2005, the Internal Revenue Service (the IRS) issued Revenue Ruling 2006-01, which held that income from certain derivative swap
securities is not qualifying income; accordingly the Funds ability to utilize certain derivative swap securities as part of its investment strategy will be limited to a maximum of 10% of its gross income. This limitation, however, will not
protect the Fund against the risk of losing its RIC status should any other income be reclassified as non-qualifying income or any commodity related income that is not qualifying income. Revenue Ruling 2006-31 clarifies the holding of Revenue Ruling
2006-01 by providing that income from alternative instruments (such as certain commodity index-linked notes) that create commodity exposure may be considered qualifying income under the Code. Prior to July 2011, the IRS issued private letter rulings
in which it concluded that income from certain commodity index-linked notes is qualifying income and that income derived from subsidiaries similar to the Subsidiary will be qualifying income
27
whether received in the form of current distributions or as undistributed subpart F income. In July 2011, the IRS announced that it would no longer issue private letter rulings regarding whether
income from subsidiaries similar to the Subsidiary is qualifying income. Public statements of IRS officials indicate that the IRS is reviewing its positions underlying these private letter rulings. It is not known as of the date of this prospectus
whether the IRS will resume issuing private letter rulings, issue more broadly applicable guidance or change its position underlying the issuance of such rulings. There is no authority directly addressing some of the issues of law considered in
these rulings. Consequently there can be no assurance that the IRS will not change its position with respect to some or all of these issues or, if the IRS did so, that a court would not sustain, such contrary positions. If the IRS were to change its
position on some or all of these issues, and if such contrary positions were upheld, the Fund might cease to qualify as a RIC. A private letter ruling may only be relied upon by the taxpayer to whom it was provided and the IRS is not bound by any
private letter ruling in making an assessment against any other taxpayer. The Fund does not plan to seek a private letter ruling. Therefore, to the extent the Fund invests directly in commodity-index-linked derivative instruments or in the
Subsidiary, the IRS may contest the Funds characterization of the income produced by such assets as qualifying income which, if successful, could cause the Fund to fail to qualify as a RIC. The Fund and its Adviser plan to direct investments
of the Funds assets in conformance with Revenue Ruling 2006-31, IRS guidance, and the advice of counsel.
Backup
Withholding.
The Fund may be required to withhold U.S. federal income tax on all taxable distributions and sales payable to shareholders who fail to provide their correct taxpayer identification number or to make required
certifications, or who have been notified by the IRS that they are subject to backup withholding. The current backup withholding rate is 28%.
State
and Local Income Taxes.
This Prospectus does not discuss the state and local tax consequences of an investment in the Fund. You are urged and advised to consult your own tax adviser concerning state and local taxes, which may have different
consequences from those of the federal income tax laws.
Non-U.S. Shareholders
: Non-U.S. shareholders may be subject to U.S. tax as a result of an
investment in the Fund. Beginning July 1, 2014, the Fund will be required to withhold 30% tax on certain payments made to foreign entities that do not meet specified information reporting requirements under the Foreign Account Tax Compliance
Act. This Prospectus does not discuss the U.S. or foreign country tax consequences of an investment by a non-U.S. shareholder in the Fund. Accordingly, non-U.S. shareholders are urged and advised to consult their own tax advisers as to the U.S. and
foreign country tax consequences of an investment in the Fund.
Basis Reporting and Holding Periods.
A shareholder is responsible for tracking the
tax basis and holding periods of the shareholders shares in the Fund for federal income tax purposes. However, RICs, such as the Fund, must report cost basis information to you and the IRS when a shareholder sells or exchanges shares that are
not in a tax deferred retirement account. The Fund will permit shareholders to elect from among several IRS accepted cost basis methods.
Statements
and Notices.
You will receive an annual statement outlining the tax status of your distributions
This section is only a summary of some
important income tax considerations that may affect your investment in the Fund. More information regarding these considerations is included in the Funds SAI. You are urged and advised to consult your own tax adviser regarding the effects of
an investment in the Fund on your tax situation.
DISTRIBUTION OF SHARES
Dividends from net investment income and distributions of
net capital gain, if any, are declared and paid annually to you. The amount of any distribution will vary and there is no guarantee that the Fund will pay either an income dividend or a capital gain distribution.
Distributions are payable to the shareholders of record at the time the distributions are declared (including holders of shares being redeemed, but excluding
holders of shares being purchased). Shares become entitled to receive distributions on the day after the shares are issued. If you invest in the Fund shortly before the ex-dividend date of a taxable distribution, the distribution will lower the
value of the Funds shares by the amount of the distribution and, in effect, you will receive some of your investment back in the form of a taxable distribution
28
CHOOSING A DISTRIBUTION OPTION
When you complete your account application, you may choose from three distribution options:
1. You may invest all income dividends and capital gains distributions in additional shares of the Fund. This option is assigned automatically if no other choice is made.
2. You may elect to receive income dividends and capital gains distributions in cash.
3. You may elect to receive income dividends in cash and to reinvest capital gains distributions in additional shares of the Fund.
If you elect to receive distributions and dividends by check and the post office cannot deliver your check and your proper address cannot be determined, the Fund reserves the right to reinvest the distribution
check in your account at the Funds then current NAV per share and to reinvest all subsequent distributions in shares of the Fund until an updated address is received. You may change your election at any time. Your request for a change must be
received in writing by the transfer agent prior to the record date for the distribution for which a change is requested.
DISTRIBUTOR
Northern Lights
Distributors, LLC, 17605 Wright Street, Omaha, NE 68130, is the distributor for the shares of the Fund. Northern Lights Distributors, LLC is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc.
(FINRA). Shares of the Fund are offered on a continuous basis.
DISTRIBUTION FEES
The Board of Trustees, on behalf of the Funds Class C shares, has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (Rule 12b-1 Plan) that
allows the Fund to pay distribution fees for the sale and distribution of its shares and for services provided to its shareholders. Because these fees are paid out of the Funds assets on an ongoing basis, over time, these fees will increase
the cost of your investment and may cost more than paying other types of sales charges. The Rule 12b-1 Plan provides for maximum payments of up to 1.00% of the average daily net assets of Class C shares
ADDITIONAL COMPENSATION TO FINANCIAL INTERMEDIARIES
The Funds distributor, its Adviser and their affiliates may, at their own expense and out of their own legitimate profits, provide additional cash payments to financial intermediaries who sell shares of the
Fund. Financial intermediaries include brokers, dealers, banks (including bank trust departments), insurance companies, investment advisers, financial advisers, financial planners, retirement or 401(k) plan administrators, their designated
intermediaries, and any other firm having a selling, administration or similar agreement with the Fund. These payments are over and above Rule 12b-1 fees, sales charges or servicing fees which are disclosed elsewhere in this Prospectus. These
payments are generally made to financial intermediaries that provide shareholder or administrative services or marketing support. Marketing support may include access to sales meetings, sales representatives and financial intermediary management
representatives, inclusion of the Fund on a sales list, including a preferred or select sales list, or other sales programs. These payments may also be made as an expense reimbursement in cases where the financial intermediary provides shareholder
services to Fund shareholders. The Adviser and its affiliates may also pay cash compensation in the form of finders fees that vary depending on the dollar amount of shares sold. The distributor may, from time to time, provide promotional
incentives, including reallowance and/or payment of up to the entire sales charge, to certain investment firms. Such incentives may, at the distributors discretion, be limited to investment firms who allow their individual selling
representatives to participate in such additional commissions.
If investment advisers, underwriters/distributors or affiliates of mutual funds
(including those of the Fund) pay bonuses and incentives in differing amounts, intermediaries and their representatives may have financial incentives for recommending a particular mutual fund over other mutual funds. In addition, depending on the
arrangements in place at any particular time, a financial intermediary and its representatives may also have a financial incentive for recommending a particular share class over other share classes. You should consult with your financial advisor and
review carefully any disclosure by the intermediary as to compensation received by your financial advisor.
Although the Fund may use firms that sell
Fund shares to effect portfolio transactions for the Fund, the Fund and the Adviser will not consider the sale of Fund shares as a factor when choosing firms to effect those transactions.
29
HOUSEHOLDING
To reduce expenses, the Fund will mail only one copy of the Prospectus and each annual and semi-annual report to those addresses share by two or more accounts. If you wish to receive individual copies of these
documents, please call the Fund at 1-888-643-3431 on days the Fund is open for business or contact your financial institution. The Fund will begin sending you individual copies thirty days after receiving your request.
FINANCIAL HIGHLIGHTS
The consolidated financial highlights table is intended to
help you understand the Funds financial performance for the period of the Funds operations. The consolidated financial highlights include the accounts of the Funds Subsidiary. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information for the Fund has been derived
from the consolidated financial statements audited by McGladrey LLP, whose report, along with the Funds consolidated financial statements, are included in the Funds September 30, 2013 annual report, which is available upon request.
Because the Fund has yet to commence investment operations of Class C shares, financial highlights are presented for Class A, Class I and Class P
shares.
30
CONSOLIDATED FINANCIAL HIGHLIGHTS
Per Share Data and Ratios for a Share of Beneficial
Interest Outstanding Throughout the Period
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Class A
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Class I
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Class P
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Period Ended
September 30,
2013
(1)
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Period Ended
September 30,
2013
(1)
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Period Ended
September 30,
2013
(1)
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Net asset value, beginning of period
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$ 10.00
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$ 10.00
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$10.00
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Activity from investment operations:
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Net investment
loss
(2)
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(0.07)
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(0.05)
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(0.05)
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Net realized and unrealized gain on investments and swap contract
(3)
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0.21
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0.21
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0.21
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Total from investment operations
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0.14
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0.16
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0.16
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Net asset value, end of period
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$10.14
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$10.16
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$10.16
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Total
return
(4)(5)
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1.40%
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1.60%
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1.60%
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Net assets, at end of period (000s)
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$14,427
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$295,031
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$8,340
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Ratio of gross expenses to average net assets
(6)(7)(8)
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2.07%
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1.58%
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1.97%
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Ratio of net expenses to average net assets
(7)(8)
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1.18%
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0.91%
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0.92%
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Ratio of net investment loss to average net assets
(7)(9)
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(1.13)%
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(0.87)%
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(0.87)%
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Portfolio Turnover Rate
(5)
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871%
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871%
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871%
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(1)
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The Equinox Campbell Strategy Fund commenced operations on March 4, 2013.
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(2)
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Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
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(3)
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Realized and unrealized gains per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile
with the aggregate gains and losses in the statement of operations due to the share transactions for the period.
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(4)
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Total returns shown exclude the effect of applicable sales charge.
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(6)
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Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Advisor.
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(8)
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Does not include the expenses of other investment companies in which the Fund invests.
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(9)
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Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying exchange traded Funds in which the Fund invests.
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31
Equinox Campbell Strategy Fund
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Adviser
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Equinox Fund Management, LLC
1775 Sherman Street, Suite 2500
Denver, CO 80203
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Independent Registered Public Accountant
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McGladrey LLP
555 Seventeenth Street
Suite 1000
Denver, CO 80202-3910
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Custodian
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U.S. Bank, N.A.
1555 N. River Center Drive
Milwaukee, WI 53212
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Distributor
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Northern Lights Distributors, LLC
17605 Wright Street
Omaha, NE 68130
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Legal Counsel
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Pepper Hamilton LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, PA 19103
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Transfer Agent
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Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
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Additional information about the Fund is included in the Funds SAI. The SAI is incorporated into this Prospectus by
reference (i.e., legally made a part of this Prospectus). The SAI provides more details about the Funds policies and management. Additional information about the Funds investments will also be available in the Funds Annual and
Semi-Annual Reports to Shareholders. In the Funds Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year.
To obtain a free copy of the SAI and, when issued, the Annual and Semi-Annual Reports to Shareholders, or other information about the Fund, or to make
shareholder inquiries about the Fund, please call 1-888-643-3431 or visit the Funds website at www.EquinoxFundManagement.com. You may also write to:
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Address for Regular Mail:
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Address for Overnight Mail:
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Equinox Campbell Strategy Fund
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154
1-888-643-3431
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Equinox Campbell Strategy Fund
c/o Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
1-888-643-3431
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You may review and obtain copies of the Funds information at the SEC Public Reference Room in Washington, D.C.
Please call 1-202-551-8090 for information relating to the operation of the Public Reference Room. Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov. Copies of the
information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520.
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Investment Company Act File #
811-22447
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EQUINOX CRABEL STRATEGY FUND OF EQUINOX FUNDS TRUST CLASS I SHARES: EQCRX
PROSPECTUS | FEBRUARY 1, 2014
Equinox Crabel Strategy Fund
of Equinox Funds Trust
Class I Shares:
EQCRX
Advised by:
Equinox Fund Management, LLC
1775 Sherman Street, Suite 2500
Denver, CO 80203
1-888-643-3431
This Prospectus provides important information about the Fund that you should
know before investing. Please read it carefully and keep it for future reference.
The U.S. Securities and Exchange Commission and the
Commodity Futures Trading Commission have not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
FUND SUMMARY
Investment Objective:
The Equinox Crabel Strategy Fund (the Fund) seeks to achieve long-term capital appreciation.
Fees and Expenses of the Fund:
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
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Class I
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Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)
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None
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Maximum Deferred Sales Charge (Load)
(as a % of original purchase price)
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None
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Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions
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None
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Redemption Fee
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None
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(1)
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Annual Fund Operating Expenses
(expenses that
you pay each year as a percentage of the value of your investment)
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Class I
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Management
Fees
(2)
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0.75%
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Distribution and/or Service (12b-1) Fees
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None
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Other
Expenses
(3)
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1,535.50%
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Total Annual Fund Operating Expenses
(
4
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1,536.25%
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Fee Waiver and/or Expense Reimbursement
(
4
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(1,535.15)%
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Total Annual Fund Operating Expenses (after Fee Waiver and/or Expense Reimbursement)
(
4
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1.10%
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(1)
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The Funds transfer agent charges a $15.00 fee for each wire redemption.
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(2)
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Management Fees include a management fee paid to Equinox Fund Management, LLC (the Adviser) by the Funds consolidated wholly-owned subsidiary
(Subsidiary) at the annual rate of 0.75% of the Subsidiarys average daily net assets. The Adviser has contractually agreed, for so long as the Fund invests in the Subsidiary, to waive the management fee it receives from the Fund in
an amount equal to the management fee paid to the Adviser by the Subsidiary.
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(3)
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This item does not include management fees paid by the Subsidiary to the Adviser, which are included in Management fees in the table above. Other Expenses
does not include direct costs associated with any over-the-counter derivatives that provide the Fund with exposure to the Crabel Multi-Product Program, which is the primary manner in which the Fund intends to gain exposure to the Crabel
Multi-Product Program. Costs associated with such derivative instruments include any fee paid to the Funds counterparty and the fees and expenses associated with the Crabel Multi-Product Program referenced by such derivative instruments. Such
costs are included in the return of any such derivative instruments and, therefore, represent an indirect cost of investing in the Fund. The Adviser anticipates that any investment in the Crabel Multi-Product Program (as defined below) will be
subject to (i) management fees of up to 2.0% of notional exposure, and (ii) performance-based incentive fees of up to 30.0% of new high net trading profits. The Fund does not anticipate that it will pay fees to derivative counterparties in
the fiscal year 2014 in excess of 0.35% (annualized) of the notional exposure to Managed Futures Programs provided by the relevant derivative instrument. The Funds investment in the Crabel Multi-Product Program is also subject to certain
derivative trading costs, including brokerage commissions and various exchange fees. The Fund indirectly bears such expenses in the form of reduced returns on its investments.
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(4)
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The Adviser has contractually agreed to reduce its advisory fee and/or reimburse certain expenses of the Fund, to ensure that the Funds total annual operating expenses,
excluding (i) taxes, (ii) interest, (iii) extraordinary items, (iv) Acquired Fund Fees and Expenses, (v) any expenses of the Subsidiary including trading company expenses, (vi) any class specific fees and
expenses, and (vii) brokerage commissions, do not exceed, on an annual basis, 1.10% of the Funds average daily net assets. The Adviser has contractually agreed to reduce its fees and/or reimburse expenses of the Fund until at least
January 31, 2015. This agreement may be terminated only by the Funds Board of Trustees on 60 days written notice to the Adviser. The Adviser shall be entitled to recover, subject to approval by the Board of Trustees of the Trust,
such waived or reimbursed amounts for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to
certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. The amount of the fee
waiver/expense reimbursement shown is an estimate based on expenses estimated for this fiscal year.
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1
Expense Example:
This Example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Class I
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$
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112
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$
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14,143,931
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$
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2,911,472,099
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-$
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1,748,640,223,131,740
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Portfolio Turnover:
The Fund pays transaction costs, such as commissions, when it buys and
sells securities or derivative instruments (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs
(which are not reflected in Annual Fund Operating Expenses in the table above or in the Example) affect the Funds performance. For the fiscal period ended September 30, 2013, the Funds portfolio turnover rate was 0%
of the average value of its portfolio.
Principal Investment Strategies
:
Please refer to the section entitled
Key Terms below for additional information on highlighted terms.
The Fund pursues its investment objective by making a combination of
investments (i) directly in an actively managed fixed-income portfolio and (ii) indirectly through its wholly-owned subsidiary (the Subsidiary) in
trading companies
that employ the
managed futures
program
of Crabel Capital Management, LLC (Crabel), a commodity trading adviser (CTA) registered with the U.S. Commodity Futures Trading Commission and/or derivative instruments such as swap agreements that provide
exposure to the
managed futures program
of Crabel (the Crabel Multi-Product Program). The Crabel Multi-Product Program consists of a highly diversified portfolio of uncorrelated and predominantly short-term,
systematic trading
strategies employed across a large number of markets. The majority of the strategies in the Crabel Multi-Product Program can be classified as short-term
momentum
or
mean-reversion
trades.
A small portion of the program is allocated to longer holding period strategies. The overall program is designed to have no significant bias to either the long side or the short side. Most trades are designed to work symmetrically, either long or
short. The Crabel Multi-Product Program trades multiple liquid global futures and currency markets.
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Derivative Instruments:
As a principal investment strategy, the Fund or the Subsidiary will either (i) invest in one or more
trading companies that use a variety of derivative instruments including swap agreements, exchange-traded futures and option contracts and forward contracts to gain exposure to a wide variety of global markets for currencies, interest rates, stock
market indices, energy resources, metals and agricultural products and to hedge price risk; (ii) enter into swap agreements that provide exposure to the Crabel Multi-Product Program; or (iii) invest in some combination of (i) and
(ii). In general, a derivative contract typically involves leverage, i.e., it provides exposure to potential gain or loss from a change in the level of the market price of a security, currency or commodity (or a basket or index) in a notional amount
that exceeds the amount of cash or assets required to establish or maintain the derivative contract. A trading company may take a long or short position in such market. The Fund or its Subsidiary may also invest in a variety of derivative
instruments.
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To the extent the Fund employs derivatives to gain exposure to the Crabel Multi-Product Program, it is
anticipated that the Fund will utilize a total return swap (a Swap), a type of derivative instrument designed to replicate the aggregate returns of the Crabel Multi-Product Program. Any Swap will be based on a notional amount agreed upon
by the Adviser and a counterparty. The Adviser will retain the ability to adjust the notional exposure of the Swap at its discretion. Generally, the fees and expenses of a Swap are based on the notional value of the Swap. The value of the Swap
typically includes a deduction for fees of the counterparty as well as management and performance fees payable to Crabel. Because the Swap is designed to replicate the returns of the Crabel Multi-Product Program, the performance of the Fund will
primarily depend on the ability of the Crabel Multi-Product Program to generate returns in excess of the costs of the relevant Swap(s).
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Cash and Fixed-Income Securities:
The Fund will also invest in cash, cash equivalents or securities issued by the U.S. government
with one year or less term to maturity for liquidity purposes, and to serve as margin or collateral for the derivatives positions of the Fund or the Subsidiary to the extent necessary. The Fund may also invest, to the extent permitted by the 1940
Act and rules under it, in money market funds.
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Subsidiary:
Investments in the Subsidiary, which has the same investment objective as the Fund, are intended to provide the Fund
with indirect exposure to futures contracts and commodities in a manner consistent with the limitations and requirements of the Internal Revenue Code of 1986, as amended (the Code) that apply to the Fund
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which limit the amount of income the Fund may receive from certain sources. Applicable federal tax requirements generally limit the degree to which the Fund may invest in the Subsidiary to an
amount not exceeding 25% of its total assets. To the extent they are applicable to the investment activities of the Subsidiary, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance
policies and procedures, as the Fund.
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KEY TERMS
A
Managed Futures Program
generally is a trading
program that a CTA uses to guide its investments in futures, forwards, options or spot contracts. Each of these investments may be tied to a particular asset class: commodities, equities, fixed income or foreign currencies. A managed futures program
may use one or a combination of trading strategies, including those described below.
A
Mean Reversion
strategy generally seeks to identify instruments whose prices have deviated from, and therefore are likely to return to, their historical averages. If an instrument is trading below its historical average price, a mean reversion strategy generally
would entail taking a long position on the instrument, while if an instrument is trading above its historical average price, a mean reversion strategy generally would entail taking a short position in the instrument.
A
Momentum
strategy generally seeks to identify the recent price movements of a specific global market segment over a
specific period of time, and buy or sell an investment based on these price movements. Generally, a momentum strategy would entail taking a long position on an investment with an upward price movement and a short position on an investment with a
downward price movement.
Systematic Trading
is a trading strategy that employs computer-driven,
mathematical models to identify when to buy or sell an instrument according to rules determined before a trade is made, generally, with little or no human intervention once a mathematical formula has been entered.
A
Trading Company
is a pooled investment vehicle organized as a limited liability company and
operated as a commodity pool.
The Funds return will be derived principally from changes in the value of securities held in the Funds
portfolio (including its investment in the Subsidiary), and the Funds assets will consist principally of securities. The Fund is non-diversified, which means that it can invest a greater percentage of its assets in any one issuer than a
diversified fund. The Adviser may engage in frequent buying and selling of portfolio holdings to achieve the Funds investment objective.
Principal Investment Risks:
As with all mutual funds, there is the risk that you could lose money through your investment in the Fund. In general, the Funds investment strategies involve greater
risks than the strategies used by a typical mutual fund. Many factors affect the Funds net asset value and performance.
The following
describes some of the risks the Fund may bear through direct investments in securities and derivatives as well as indirectly through its investment in the Subsidiary.
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Crabel Multi-Product Program Strategy Risk.
The profitability of any Fund investment in the Crabel Multi-Product Program depends
primarily on the ability of Crabel to anticipate price movements in the relevant markets and underlying derivative instruments and futures contracts. Such price movements may be influenced by, among other things:
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changes in interest rates;
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governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies;
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weather and climate conditions;
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natural disasters, such as hurricanes;
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changing supply and demand relationships;
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changes in balances of payments and trade;
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U.S. and international rates of inflation and deflation;
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currency devaluations and revaluations;
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U.S. and international political and economic events; and
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changes in philosophies and emotions of various market participants.
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The Crabel Multi-Product Program may not take all of these factors into account. In addition, the Fund
will indirectly bear the expenses, including management fees, incentive fees and transaction fees, associated with the Crabel Multi-Product Program through reduced returns.
The successful use of forward and futures contracts draws upon Crabels skill and experience with respect to such instruments and are subject to special risk considerations. The primary risks associated with
the use of futures contracts are:
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Futures and forward contracts have a high degree of price variability and are subject to occasional rapid and substantial changes;
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the imperfect correlation between the change in market value of the forward or futures contract and the market value of the reference assets with respect to such
contracts;
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possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired;
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possible market disruption or other extraordinary events, including but not limited to, governmental intervention;
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losses caused by unanticipated market movements, which are potentially unlimited;
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Crabels inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors;
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the possibility that the counterparty will default in the performance of its obligations; and
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if the Fund or any trading company has insufficient cash, it may either have to sell securities from its portfolio to meet daily variation margin requirements
with respect to its derivative instruments or close certain positions at a time when it may be disadvantageous to do so.
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The use of futures contracts, forward contracts and derivative instruments will have the economic effect of financial leverage. Financial leverage
magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Crabel Multi-Product Program (and indirectly the Fund through its investment exposure to the Crabel
Multi-Product Program) will have the potential for greater losses, as well as the potential for greater gains, than if the Crabel Multi-Product Program did not employ leverage in its investment activity. Leveraging tends to magnify, sometimes
significantly, the effect of any increase or decrease in the Crabel Multi-Product Programs exposure to an asset class and may cause the value of the Funds securities or related derivatives instruments to be volatile. Accordingly, the
Funds NAV may be volatile because of its investment exposure to the Crabel Multi-Product Program.
There is no assurance that the
Funds investment in a derivative instrument or trading company with leveraged exposure to certain investments and markets will enable the Fund to achieve its investment objective.
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Commodities Risk
. Exposure to the commodities markets (including financial futures markets) may subject the Fund through its
investment in the Subsidiary to greater volatility than investments in traditional securities. Prices of commodities and related contracts may fluctuate significantly over short periods for a variety of reasons, including changes in interest rates,
supply and demand relationships and balances of payments and trade; weather and natural disasters; and governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies. The commodity markets are subject to temporary
distortions and other disruptions. U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day. Limit prices have the effect of
precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices.
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Derivatives Risk
. Derivatives include instruments and contracts that are based on, and are valued in relation to, one or more
underlying securities, financial benchmarks or indices, such as futures, options, swap agreements and forward contracts. Derivatives typically have economic leverage inherent in their terms. Such leverage will magnify any losses. See
Leverage/Volatility Risk below. The primary types of derivatives in which the Fund, its Subsidiary or a trading company invest in are swap agreements, futures contracts and forward contracts. Futures contracts, forward contracts and swap
agreements can be highly volatile, illiquid and difficult to value, and changes in the value of such instruments held directly or indirectly by the Fund may not correlate with the underlying instrument or reference assets, or the Funds other
investments. Although the value of futures contracts, forward contracts and swap agreements depend largely upon price movements in the underlying instrument or reference asset, there are additional risks associated with futures contracts, forward
contracts and swap agreements that are possibly greater than the risks associated with investing directly in the underlying instruments or reference assets, including illiquidity risk,
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leveraging risk and counterparty credit risk. A small position in futures contracts, forward contracts or swap agreements could have a potentially large impact on the Funds performance.
Trading restrictions or limitations may be imposed by an exchange, and government regulations may restrict trading in swap agreements, futures contracts and options and forward contracts.
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Fixed-Income Risk
. Fixed income securities are subject to credit risk and interest rate risk. Credit risk, as described more fully
below, refers to the possibility that the issuer of a debt security will be unable to make interest payments or repay principal when it becomes due. Interest rate risk refers to fluctuations in the value of a debt security resulting from changes in
the general level of interest rates. Prices of fixed income securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect fixed income security prices and, accordingly, the Funds returns and
share price. In addition, the Fund may be subject to call risk, which is the risk that during a period of falling interest rates the issuer may redeem a security by repaying it early (which may reduce the Funds income if the
proceeds are reinvested at lower interest rates), and extension risk, which occurs during a rising interest rate environment because certain obligations will be paid off by an issuer more slowly than anticipated (causing the value of
those securities held by the Fund to fall).
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Counterparty Risk
. Many of the derivative contracts entered into by the Fund, the Subsidiary or a trading company will be privately
negotiated in the over-the-counter market. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Fund to the risk that a
counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a
loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent the Fund or a trading company deals with a limited number of
counterparties, it will be more susceptible to the credit risks associated with those counterparties. The Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one
counterparty. The ability of the Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.
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Credit Risk
. Credit risk refers to the possibility that the issuer of the security or a counterparty in respect of a derivative
instrument will not be able to satisfy its payment obligations to the Fund when due. Changes in an issuers credit rating or the markets perception of an issuers creditworthiness may also affect the value of the Funds
investment in that issuer. Securities rated in the four highest categories by the rating agencies are considered investment grade but they may also have some speculative characteristics. Investment grade ratings do not guarantee that bonds will not
lose value or default. In addition, the credit quality of securities may be lowered if an issuers financial condition changes
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Currency Risk
. The Funds exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in
value relative to the U.S. Dollar, or, in the case of short positions, that the U.S. Dollar will decline in value relative to the currency that the Fund is short. Currency rates in foreign countries may fluctuate significantly over short
periods of time for any number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad.
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Emerging Market Risk
. The Fund intends to have exposure to emerging markets due to the Crabel Multi-Product Programs
investments in certain stock index futures and foreign exchange instruments. Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. Investments in emerging markets may be
considered speculative. Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging financial markets have far lower trading volumes and less
liquidity than developed markets.
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Foreign Market Risk
. As a general rule, there is less legal and regulatory protection for investors in foreign markets than that
available domestically. Additionally, trading on foreign exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. Some foreign
derivative markets are so-called principals markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing
corporation. International trading activities are subject to foreign exchange risk.
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General Market Risk
. The Funds net asset value (NAV) and investment return will fluctuate based upon changes in
the value of its portfolio securities. You could lose money on your investment in the Fund, or the Fund could underperform other investments.
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Government Intervention and Regulatory Changes
. The recent instability in financial markets has led the government to take a number
of unprecedented actions designed to support certain financial institutions and segments of the financial markets that are exposed to extreme volatility and in some cases lack of liquidity. For example, the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the Dodd-Frank Act) (which was passed into law in July 2010) significantly revises and expands the rulemaking, supervisory and enforcement authority of federal bank, securities and commodities regulators. It is unclear
how these regulators will exercise these revised and expanded powers and whether they will undertake rulemaking, supervisory or enforcement actions that would adversely affect the Fund or investments made by the Fund. There can be no assurance that
future regulatory actions authorized by the Dodd-Frank Act will not adversely impact the Fund. Major changes resulting from the Dodd-Frank Act or other legislative or regulatory actions could materially affect the profitability of the Fund or the
value of investments made by the Fund or force the Fund to revise its investment strategy or divest certain of its investments. Any of these developments could expose the Fund to additional costs, taxes, liabilities, enforcement actions and
reputational risk.
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In addition, the Dodd-Frank Act established a new regulatory structure for derivatives. If more
restrictive position limits are imposed on investors in the commodity futures and other derivative markets, the Crabel Multi-Product Program or other managed futures programs in which trading companies invest, and as a result, the Fund, may be
adversely affected. Similarly, changes in the regulation of foreign currency-related trading arising from the Dodd-Frank Act may make such trading more expensive for the Fund, and otherwise limit the Funds ability to engage in such trading,
which could adversely affect the Fund.
In 2012, the CFTC adopted certain rule amendments that significantly affected the exemptions from
CFTC regulations that were available to the Fund and its Subsidiary. Effective January 1, 2013, the Fund and its Subsidiary are subject to CFTC regulations because of these changes. At the time of the CFTCs adoption of the rule
amendments, Equinox was (and continues to be) registered as a commodity pool operator (CPO) and, accordingly, is subject to CFTC regulations. On August 13, 2013, the CFTC adopted final rules to harmonize the compliance
obligations of CPOs with respect to commodity pools that are also registered investment companies under the 1940 Act. Under the final harmonization rules, the CPOs of such commodity pools may elect substituted compliance whereby such
CPOs will be deemed to have substantially satisfied the CFTC-mandated disclosure, reporting and recordkeeping obligations by complying with the SECs disclosure, reporting and recordkeeping regime under the 1940 Act, in lieu of complying with
the CFTCs alternative requirements. The Fund intends to utilize the substituted compliance option.
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High Indirect Fees and Expenses
. Your cost of investing in the Fund may be higher than the cost of investing in other mutual funds
that invest directly in the types of instruments traded by the Crabel Multi-Product Program. In addition to the Funds direct fees and expenses, you will indirectly bear fees and expenses paid by the Subsidiary and by a trading company,
including management fees and performance-based fees associated with the Crabel Multi-Product Program, commodity brokerage commissions and operating expenses. Further, any investment in the Crabel Multi-Product Program is expected to be subject to
management and performance-based fees. Management fees typically are based on the leverage account size or the notional exposure of the Fund to the Crabel Multi-Product Program and not the actual cash invested.
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Leverage/Volatility Risk
. The use of leverage by the Fund (or trading companies in which the Fund invests) will cause the value of
the Funds shares to be more volatile than if the Fund did not employ leverage. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities or other investments.
Relatively small market movements may result in large changes in the value of a leveraged investment. The potential loss on such leveraged investments may be substantial relative to the initial investment therein. Furthermore, derivative instruments
and futures contracts are highly volatile and are subject to occasional rapid and substantial fluctuations. Consequently, you could lose all or substantially all of your investment in the Fund should the Funds trading positions suddenly turn
unprofitable.
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The Funds NAV is expected over short-term periods to be volatile because of the significant use of
direct and indirect investments that have a leveraging effect. Volatility is a statistical measurement of the magnitude of up and down asset price fluctuations over time. Rapid and dramatic price swings will result in high volatility. The
Funds returns are expected to be volatile; however, the actual or realized volatility level for longer or shorter periods may be materially higher or lower depending on market conditions and investors may suffer a significant and possibly a
complete loss on their investment in the Fund.
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Liquidity Risk
. The Fund is subject to liquidity risk primarily due to its investments in derivatives. Investments in illiquid
securities or derivative instruments involve the risk that the Fund may be unable to sell the security or derivative instrument or sell it at a reasonable price.
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Management Risk
. The Advisers judgments about the attractiveness, value and potential positive or negative performance of the
Crabel Multi-Product Program or any particular security or derivative in which the Fund invests or sells short may prove to be inaccurate and may not produce the desired results.
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Non-Diversification Risk
. The Fund is a non-diversified investment company, which means that more of the Funds assets may be
invested in the securities of a single issuer than could be invested in the securities of a single issuer by a diversified investment company. The Fund has a greater potential to realize losses upon the occurrence of adverse events affecting a
particular issuer.
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OTC Trading Risk
. Certain of the derivatives in which the Fund may invest may be traded (and privately negotiated) in the
over-the-counter or OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result and similar to other privately negotiated contracts, the Fund is
subject to counterparty credit risk with respect to such derivative contracts.
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Performance Fees
. The performance-based fees indirectly paid to Crabel may create an incentive for Crabel to make investments that
are riskier or more speculative than those they might have made in the absence of such performance-based fees. In addition, because performance-based fees will generally be calculated on a basis that includes unrealized trading profits of the Crabel
Multi-Product Program, the fee may be greater than if it were based solely on realized gains. Positive performance of the Funds investments in the Crabel Multi-Product Program is expected to result in performance-based compensation being paid
to Crabel, which will be borne indirectly by the Fund, even if the Funds overall returns are negative. Further, because performance fees are frequently calculated on a quarterly basis (and, in some cases, upon a withdrawal of capital from a
trading company), it is possible that a CTA could earn a performance fee in a year in which its overall performance for the whole year was negative.
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Portfolio Turnover Risk
. The Fund may frequently buy and sell portfolio securities and other assets to rebalance the Funds
exposure to various market sectors. Higher portfolio turnover may result in the Fund paying higher levels of transaction costs and generating greater tax liabilities for shareholders. Portfolio turnover risk may cause the Funds performance to
be less than you expect.
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Regulatory Risk
. Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely
affect the issuer, or market value, of an instrument held by the Fund, its Subsidiary or a trading company, or that could adversely impact the Funds performance.
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Subsidiary Risk
. The Subsidiary will not be registered under the Investment Company Act of 1940, as amended (1940 Act)
and, unless otherwise noted in this Prospectus, will not be subject to all of the investor protections of the 1940 Act. Thus, the Fund, as an investor in the Subsidiary, will not have all of the protections offered to investors in registered
investment companies. Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and Subsidiary, respectively, are organized, could result in the inability of the Fund and/or Subsidiary to operate as described in this
Prospectus and could negatively affect the Fund and its shareholders. For example, Cayman Islands law does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary.
If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands governmental authority taxes, Fund shareholders would likely suffer decreased investment returns.
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Performance:
The Funds performance information is shown only when the Fund has annual returns for at
least one calendar year. In the future, performance information will be presented in this section of this Prospectus. Shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.
Investment Adviser:
Equinox Fund Management, LLC
Portfolio Managers:
The portfolio management team has included the following members since 2013:
Purchase and Sale of Fund Shares:
The minimum initial investment in Class I Shares of the Fund is $25,000,
with no minimum subsequent investment. You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemptions requests may be made in writing, by telephone, or through a financial intermediary and will be
paid by check or wire transfer.
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Tax Information:
The Fund intends to make distributions that
may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary
income or capital gains once they are withdrawn from the tax-deferred account.
Payments to Broker-Dealers and Other
Financial Intermediaries:
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and
related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial
intermediarys website for more information.
ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND
RELATED RISKS
Investment Objective
The Fund
seeks to achieve long-term capital appreciation. The Funds investment objective is a non-fundamental policy and may be changed upon 60 days written notice to shareholders. There is no guarantee that the Fund will achieve its investment
objective.
Principal Investment Strategies:
The Fund pursues its investment objective by making a combination of investments (i) directly in an actively managed fixed-income portfolio and (ii) indirectly through its Subsidiary in
trading
companies
that employ the
managed futures program
of Crabel, a CTA registered with the U.S. Commodity Futures Trading Commission and/or derivative instruments such as swap agreements that provide exposure to the Crabel
Multi-Product Program.
The Crabel Multi-Product Program uses a highly diversified portfolio of uncorrelated and predominantly short-term,
systematic trading
strategies employed across a large number of markets. The majority of the strategies in the portfolio can be classified as short-term
momentum
or
mean-reversion
trades. A small portion of the portfolio
is allocated to longer holding period strategies. The overall portfolio is designed to have no significant bias to either the long side or the short side. Most trades are designed to work symmetrically, either long or short.
The Crabel Multi-Product Program is designed to achieve a low correlation with all other investment strategies while providing the highest possible Sharpe ratio.
The Crabel Multi-Product Program trades multiple liquid global futures and currency markets. Risk is controlled by employing stop loss levels, time exits and diversification across sectors and geographical regions.
The Funds return will be derived principally from changes in the value of securities held in the Funds portfolio (including its interests in the
Subsidiary), and the Funds assets consist principally of securities. The Fund is non-diversified, which means that it can invest a greater percentage of its assets in any one issuer than a diversified fund.
The Adviser may engage in frequent buying and selling of portfolio holdings to achieve the Funds investment objective.
The Fund invests directly or indirectly through the Subsidiary in the global derivatives markets through its exposure to one or more trading companies or derivative
instruments that employ the Crabel Multi-Product Program, which may utilize futures contracts, forward contracts and other derivatives to provide exposure to a variety of global markets for currencies, interest rates, stock market indices, energy
resources, metals and agricultural products.
Because the Fund may invest a substantial portion of its assets in the Subsidiary, which may hold some of
the investments described in this Prospectus, the Fund may be considered to be investing indirectly in some of those investments through its Subsidiary. For that reason, references to the Fund may also include the Subsidiary.
To the extent the Fund utilizes, or otherwise gains exposure through its investment in a trading company, futures contracts, forward contracts and derivatives,
these instruments will have the economic effect of financial leverage. Financial leverage magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Fund will have the
potential for greater gains, as well as the potential for greater losses, than if the Fund did not employ leverage in its investment activity. Leveraging tends to magnify, sometimes significantly, the effect of any increase or decrease in the
Funds exposure to an asset class and may cause the Funds NAV to be volatile. For example, if the Adviser seeks to gain enhanced exposure to a specific asset class through a direct or indirect investment providing leveraged exposure to
the class and that investment increases in value, the gain to the Fund will be magnified; however, if that investment decreases in value, the loss to the Fund will be magnified. There is no assurance that the Funds leveraged exposure to
certain investments will enable the Fund to achieve its investment objective.
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To the extent the Fund employs derivatives to gain exposure to the Crabel Multi-Product Program, it is anticipated
that the Fund will utilize a total return swap (a Swap), a type of derivative instrument designed to replicate the aggregate returns of the Crabel Multi-Product Program. Any Swap will be based on a notional amount agreed upon by the
Adviser and a counterparty. The Adviser will retain the ability to adjust the notional exposure of the Swap at its discretion. Generally, the fees and expenses of a Swap are based on the notional value of the Swap. The value of the Swap typically
includes a deduction for fees of the counterparty as well as management and performance fees payable to Crabel. Because the Swap is designed to replicate the returns of the Crabel Multi-Product Program, the performance of the Fund will primarily
depend on the ability of the Crabel Multi-Product Program to generate returns in excess of the costs of the relevant Swap(s).
The Adviser expects the
Funds NAV over short-term periods to be volatile because of the significant use, either directly or through a trading company, of investments that have a leveraging effect. Volatility is a statistical measurement of the magnitude of up and
down asset price fluctuations over time. Rapid and dramatic price swings will result in high volatility. The Funds returns are expected to be volatile; however, the actual or realized volatility level for longer or shorter periods may be
materially higher or lower depending on market conditions.
The Subsidiary:
Investments in the Subsidiary, which has the same investment objective as the Fund, are expected to provide the Fund with exposure to futures contracts and commodities in a manner consistent with the limitations of
the federal tax requirements that apply to the Fund to maintain its qualification as a Regulated Investment Company (a RIC). In addition, applicable federal tax requirements generally limit the degree to which the Fund may invest in the
Subsidiary an amount not exceeding 25% of its total assets. Investments in the Subsidiary are intended to provide the Fund with exposure to the Crabel Multi-Product Program in a manner consistent with the limitations of the federal tax requirements
that apply to the Fund. It is expected that the Subsidiary will invest primarily in swap contracts or trading companies which is intended by the Adviser to provide similar exposure to the global derivatives market but also may invest in commodity
and financial futures and options, fixed income securities and other investments intended to serve as margin or collateral for the Subsidiarys derivatives positions. Please refer to the Statement of Additional Information for more information
about the organization and management of the Subsidiary.
Investment in the Subsidiary is expected to provide the Fund with exposure to the commodities
markets within the limitations of the federal tax requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). Subchapter M requires, among other things, that at least 90% of the Funds income be derived
from securities or derived with respect to its business of investing in securities (typically referred to as qualifying income). Income from certain of the commodity-linked derivatives in which the Fund invests may not be treated as
qualifying income for purposes of the 90% income requirement. The Fund is aware of certain private letter rulings from the Internal Revenue Service issued to other mutual funds, which indicate that income from the funds investment
in a subsidiary will constitute qualifying income for purposes of Subchapter M; however, the Fund has not itself received or applied for private letter ruling from the Internal Revenue Service and does not intend to apply for such a
ruling. Private letter rulings are not precedent and are not binding on the Internal Revenue Service except to the entity receiving the private letter ruling. Therefore, if the Internal Revenue Service challenges the position taken by the Fund that
the income is qualifying income, it may not prevail and would lose its status as a RIC. See More Information About Taxes Tax Risks of Investing in the Fund.
As with the Fund, the Adviser is responsible for the Subsidiarys day-to-day business pursuant to an investment advisory agreement with the Subsidiary. Under this agreement, the Adviser provides the Subsidiary
with the same type of management services, under the same terms, as are provided to the Fund. The investment advisory agreement of the Subsidiary provides for automatic termination upon the termination of the investment advisory agreement with
respect to the Fund. The Subsidiary has also entered into separate contracts for the provision of custody, transfer agency, and audit services with the same service providers that provide those services to the Fund. The Fund pays the Adviser a fee
for its services. The Adviser has contractually agreed to waive the management fee it receives from the Fund in an amount equal to the management fee paid to the Adviser by the Subsidiary. This undertaking will continue in effect for so long as the
Fund invests in the Subsidiary, and may not be terminated by the Adviser unless the Adviser first obtains the prior approval of the Funds Board of Trustees for such termination. The Subsidiary will also bear the fees and expenses incurred in
connection with the custody, transfer agency and audit services that it receives. The expenses borne by the Subsidiary are not expected to be material in relation to the value of the Funds assets. The Funds own expenses are reduced to
some extent as a result of the payment of such expenses at the Subsidiary level. Therefore, any duplicative fees for similar services provided to the Fund and Subsidiary are not material.
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To the extent they are applicable to the investment activities of the Subsidiary, the Subsidiary will be managed
pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Fund. As a result, the Adviser, in managing the Subsidiarys portfolio, is subject to the same investment
policies and restrictions that apply to the management of the Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiarys portfolio
investments and shares of the Subsidiary. These policies and restrictions are described in detail in the Funds Statement of Additional Information. The Funds Chief Compliance Officer oversees implementation of the Subsidiarys
policies and procedures, and makes periodic reports to the Funds Board regarding the Subsidiarys compliance with its policies and procedures.
Principal Investment Risks:
The
risk descriptions below provide a more detailed explanation of the principal investment risks that correspond to the risks described in the Fund Summary section of this Prospectus. In general, the Funds investment strategies involve greater
risks than the strategies used by a typical mutual fund. The following describes the common risks of the Fund.
Crabel Multi-Product Program Strategy
Risk:
The profitability of any Fund investment Crabel Multi-Product Program depends primarily on the ability of Crabel to anticipate price movements
in the relevant markets and underlying derivative instruments and futures contracts. Such price movements may be influenced by, among other things:
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changes in interest rates;
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governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies;
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weather and climate conditions;
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natural disasters, such as hurricanes;
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changing supply and demand relationships;
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changes in balances of payments and trade;
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U.S. and international rates of inflation and deflation;
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currency devaluations and revaluations;
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U.S. and international political and economic events; and
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changes in philosophies and emotions of various market participants.
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The Crabel Multi-Product Program may not take all of these factors into account.
The Crabel Multi-Product Program
involves actively trading derivative instruments using a variety of strategies and investment techniques that involve significant risks. Such derivative instruments may include futures, options and forward contracts and other derivative instruments
that have inherent leverage and price volatility that result in greater risk than instruments used by a typical mutual fund, and the systematic programs used to trade them may rely on proprietary investment strategies that are not fully disclosed,
which may in turn result in risks that are not anticipated. In addition, investment in the Crabel Multi-Product Program will typically be subject to relatively high management fees and performance-based fees which further reduce the potential return
of the Funds or the Subsidiarys investments. These costs are in addition to the operating expenses associated with the Fund. The combined impact of these costs will have the effect of reducing the performance of the Fund. Furthermore,
performance-based fees may create an incentive for Crabel to make investments that are riskier or more speculative than they might have made in the absence of such arrangements. The Adviser anticipates that any trading company will be subject to
(i) management fees of up to 2.0% of notional exposure, and (ii) performance-based incentive fees of up to 30.0% of new high net trading profits. The Fund, Subsidiary or any trading company is also subject to certain derivative trading
costs, including brokerage commissions and various exchange fees.
The use of futures contracts, forward contracts and derivative instruments will have
the economic effect of financial leverage. Financial leverage magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Crabel Multi-Product Program (and indirectly the
Fund through its investment exposure to the Crabel Multi-Product Program) will have the potential for greater losses, as well as the potential for greater gains, than if the Crabel Multi-Product Program did not employ leverage in its investment
activity. Leveraging tends to magnify, sometimes significantly, the effect of any increase or decrease in the Crabel Multi-Product
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Programs exposure to an asset class and may cause the value of the Funds investment in the Crabel Multi-Product Program to be volatile. Accordingly, the Funds NAV may be
volatile because of its investment exposure to the Crabel Multi-Product Program. The notional value of exposure achieved by the Fund, its Subsidiary or a trading company to the Crabel Multi-Product Program is expected to be leveraged and such
exposure may be by a multiple of more than four times the assets of the Subsidiary.
There is no assurance that the Funds investment in a
derivative instrument or trading company with leveraged exposure to certain investments and markets will enable the Fund to achieve its investment objective.
Commodities Risk:
Exposure to the commodities markets (including financial futures markets) may subject the
Fund through its investment in the Subsidiary to greater volatility than investments in traditional securities. The values of commodities and commodity-linked investments are affected by events that might have less impact on the values of stocks and
bonds and have recently experienced periods of significant volatility. Prices of commodities and related contracts may fluctuate significantly over short periods for a variety of reasons, including: changes in interest rates, supply and demand
relationships and balances of payments and trade; weather and natural disasters; governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; acts of terrorism, tariffs and U.S. and international economic,
political, military and regulatory developments.
The commodity markets are subject to temporary distortions or other disruptions. U.S. futures exchanges
and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices, which may occur during a single business day. Once a limit price has been reached in a particular contract, no trades may be made at a
different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the value of the Funds
commodity-linked investments.
Derivatives Risk:
Derivatives include instruments and contracts that are based on, and are valued in relation to, one or more underlying securities, financial benchmarks or indices,
such as futures, options, swap agreements and forward contracts. The value of a derivative depends largely upon price movements in the underlying instrument. Many of the risks applicable to trading the underlying instrument are also applicable to
derivatives trading. However, derivatives trading is subject to a number of additional risks. Transactions in certain derivatives are subject to clearance on a U.S. national exchange and to regulatory oversight, while other derivatives are subject
to risks of trading in the over-the-counter markets or on non-U.S. exchanges. A small investment in derivative instruments could have a potentially large impact on the Funds performance. Over-the-counter derivatives are subject to the risk of
mispricing or improper valuation of the derivative.
Liquidity of Futures Contracts
. The Crabel Multi-Product
Program utilizes futures as part of its strategy. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as daily price
fluctuation limits or daily limits. Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an
amount equal to the daily limit, positions in that contract can neither be entered into nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved beyond the daily limits for several
consecutive days with little or no trading. OTC instruments generally are not as liquid as instruments traded on recognized exchanges. These constraints could prevent the Fund from promptly liquidating unfavorable positions, thereby subjecting the
Fund to substantial losses. In addition, the Commodity Futures Trading Commission (CFTC) and various exchanges limit the number of positions that the Fund may indirectly hold or control in particular commodities.
Non-U.S. Futures Transactions
. Foreign futures transactions involve the execution and clearing of trades on a foreignexchange.
This is the case even if the foreign exchange is formally linked to a domestic exchange, whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization regulates the
activities of a foreign exchange, including the execution, delivery, and clearing of transactions on such an exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign
country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons, the Fund may not be afforded certain of the protections that apply to domestic transactions. In particular,
funds received to margin foreign futures transactions may not be provided the same protections as funds received to margin futures transactions on domestic exchanges. In addition, the price of any foreign futures or option contract and, therefore,
the resulting potential profit or loss, may be affected by any fluctuation in the foreign exchange rate between the time the order is placed and the foreign futures contract is liquidated or the foreign option contract is liquidated or exercised.
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Forward Contracts
. The Crabel Multi-Product Program may utilize forward contracts
that are not traded on exchanges and may not be regulated. There are no limitations on daily price movements of forward contracts. Banks and other dealers with which the Fund maintains accounts may require that the Fund deposit margin with respect
to such trading. The Funds counterparties are not required to continue making markets in such contracts. There have been periods during which certain counterparties have refused to continue to quote prices for forward contracts or have quoted
prices with an unusually wide spread (the price at which the counterparty is prepared to buy and that at which it is prepared to sell). Arrangements to trade forward contracts may be made with only one or a few counterparties, and liquidity problems
therefore might be greater than if such arrangements were made with numerous counterparties. The imposition of credit controls by governmental authorities might limit such forward trading to less than the amount that the Adviser would otherwise
recommend, to the possible detriment of the Fund.
Swap Agreements
. The Fund intends to enter into swap agreements.
Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease the Funds exposure to
long-term or short-term interest rates, foreign currency values, corporate borrowing rates, or other factors such as security prices, baskets of securities, or inflation rates. Swap agreements can take many different forms and are known by a variety
of names. The Fund is not limited to any particular form of swap agreement if the Adviser determines that other forms are consistent with the Funds investment objective and policies.
Swap agreements will tend to shift the Funds investment exposure from one type of investment to another. For example, if the Fund agrees to exchange payments in dollars for payments in foreign currency, the
swap agreement would tend to decrease the Funds exposure to U.S. interest rates and increase its exposure to foreign currency and interest rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility
of the Funds portfolio. The most significant factor in the performance of swap agreements is the change in the specific interest rate, currency, individual equity values or other factors that determine the amounts of payments due to and from
the Fund. If a swap agreement calls for payments by the Fund, the Fund must be prepared to make such payments when due. In addition, the value of a swap agreement is likely to decline if the counterpartys creditworthiness declines. Such a
decrease in value might cause the Fund to incur losses.
Recent market developments related to swaps have prompted increased scrutiny with respect to
these instruments. As a result of the Dodd-Frank Act, swaps may in the future be subject to increased regulation. Such regulation may limit the Funds ability to use swaps and increase the cost of using swaps.
Fixed-Income Risk:
A substantial portion of the Funds
assets may be invested in U.S. Treasuries or other short-term debt obligations. When interest rates change, the value of the Funds fixed-income investments will be affected. Prices of fixed income securities tend to move inversely with changes
in interest rates. Typically, a rise in rates will adversely affect fixed income security prices and, accordingly, the Funds share price. The longer the effective maturity and duration of the Funds portfolio, the more the Funds
share price is likely to react to interest rates. Some fixed income securities give the issuer the option to call, or redeem, the securities before their maturity dates. If an issuer calls its security during a time of declining interest rates, the
Fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. During periods of market illiquidity or rising interest rates,
prices of callable issues are subject to increased price fluctuation. In addition, the Fund may be subject to extension risk, which occurs during a rising interest rate environment because certain obligations will be paid off by an issuer more
slowly than anticipated, causing the value of those securities held by the Fund to fall.
Fixed income investments are also subject to Credit
Risk discussed below.
Counterparty Risk:
Many of the derivatives entered into by the Fund, the Subsidiary or a trading company are not traded on an exchange but instead will be privately negotiated in the
over-the-counter market. This means that these instruments are traded between counterparties based on contractual relationships. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance
with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations
to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent the Fund or a trading company deals with a limited number of counterparties, it will be more susceptible to the credit risks
associated with those counterparties. The Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of the Fund to transact business with any one
or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.
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In situations in which the Fund is required to post margin or other collateral with a counterparty, including with a
futures commission merchant or a clearing organization for futures or other derivative contracts, the counterparty may fail to segregate the collateral or may commingle the collateral with the counterpartys own assets. As a result, in the
event of the counterpartys bankruptcy or insolvency, the Funds collateral may be subject to the conflicting claims of the counterpartys creditors and the Fund may be exposed to the risk of being treated as a general unsecured
creditor of the counterparty, rather than as the owner of the collateral.
The Fund is subject to the risk that issuers of the instruments in which it
invests and trades may default on their obligations, and that certain events may occur that have an immediate and significant adverse effect on the value of those instruments. There can be no assurance that an issuer will not default, or that an
event that has an immediate and significant adverse effect on the value of an instrument will not occur, and that the Fund will not sustain a loss on a transaction as a result.
Transactions entered into by the Fund may be executed on various U.S. and non-U.S. exchanges, and may be cleared and settled through various clearing houses, custodians, depositories and prime brokers throughout
the world. A failure by any such entity may lead to a loss to the Fund.
Credit Risk:
Credit risk refers to the possibility that the issuer of the security will not be able to make principal and interest payments when due. Changes in an issuers credit rating or the markets perception of
an issuers creditworthiness may also affect the value of the Funds investment in that issuer. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation. Securities rated in the four
highest categories (Standard & Poors (S&P) (AAA, AA, A and BBB), Fitch Ratings (Fitch) (AAA, AA, A and BBB) or Moodys Investors Service, Inc. (Moodys) (Aaa, Aa, A and Baa)) by the
rating agencies are considered investment grade but they may also have some speculative characteristics, meaning that they carry more risk than higher rated securities and may have problems making principal and interest payments in difficult
economic climates. Investment grade ratings do not guarantee that bonds will not lose value or default.
If a security issuer defaults on its payment
obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. Lower credit quality may lead to greater volatility in the price of a security and in shares of the Fund. Lower credit quality also may affect
liquidity and make it difficult to sell the security. Default, or the markets perception that an issuer is likely to default, could reduce the value and liquidity of securities, thereby reducing the value of your investment in Fund shares. In
addition, default may cause the Fund to incur expenses in seeking recovery of principal or interest on its portfolio holdings.
When the Fund or any
trading company invests in over-the-counter derivatives (including options), it is assuming a credit risk with regard to the party with which it trades and also bears the risk of settlement default. These risks may differ materially from risks
associated with transactions effected on an exchange, which generally are backed by clearing organization guarantees, daily mark-to-market and settlement, segregation and minimum capital requirements applicable to intermediaries. Transactions
entered into directly between two counterparties generally do not benefit from such protections. Relying on any counterparty exposes the Fund to the risk that such counterparty will not settle a transaction in accordance with its terms and
conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If any counterparty defaults on its payment obligations to the Fund, this
default will cause the value of an investment in the Fund to decrease.
In addition, to the extent the Fund or any trading company deals with a limited
number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. The Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with
one counterparty. The ability of the Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.
High Indirect Fees and Expenses:
The cost of investing in
the Fund may be higher than the cost of other mutual funds that invest directly in the types of derivatives traded by the Crabel Multi-Product Program. In addition to the Funds direct fees and expenses, you will indirectly bear fees and
expenses paid by the Subsidiary and by any trading company in which the Fund or the Subsidiary invest, including commodity brokerage commissions and operating expenses. Further, any investment in the Crabel Multi-Product Program is expected to be
subject to management and performance-based fees. Management fees typically are based on the leveraged account size or the notional exposure of the Fund to the Crabel
Multi-Product
Program and not
the actual cash invested. Further, any investment in the Crabel Multi-Product Program is
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expected to be subject to management and performance-based fees. Management fees typically are based on the leveraged account size or the notional exposure of the Fund to the Crabel
Multi-Product Program and not the actual cash invested.
Performance Fees:
The performance-based fees indirectly paid to Crabel may create an incentive for Crabel to make investments that are riskier or more speculative than those they might have made in the absence of such
performance-based fees. In addition, because performance-based fees will generally be calculated on a basis that includes unrealized trading profits of the Crabel Multi-Product Program, the fee may be greater than if it were based solely on realized
gains. Positive performance of the Funds investments in the Crabel Multi-Product Program is expected to result in performance-based compensation being paid to Crabel, which will be borne indirectly by the Fund, even if the Funds overall
returns are negative. Further, because performance fees are frequently calculated on a quarterly basis (and, in some cases, upon a withdrawal of capital from a trading company), it is possible that a CTA could earn a performance fee in a year in
which its overall performance for the whole year was negative.
Currency Risk:
The Funds indirect and direct exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in value relative to the U.S. Dollar, or, in the case of short positions,
that the U.S. Dollar will decline in value relative to the currency that the Fund is short. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates
and the imposition of currency controls or other political developments in the U.S. or abroad. In addition, the Fund may incur transaction costs in connection with conversions between various currencies.
Emerging Market Risk:
The Fund intends to have exposure to
emerging markets due to the Crabel Multi-Product Programs investments in certain stock index futures and foreign exchange instruments. Investing in emerging markets will, among other things, expose the Fund to all the risks described below in
the Foreign Market Risk section, and you should review that section carefully. However, there are greater risks involved in investing in emerging market countries and/or their financial markets than there are in more developed countries and/or
markets. Generally, economic structures in these countries are less diverse and mature than those in developed countries, and their political systems are less stable. Investments in emerging market countries may be affected by national policies that
restrict foreign investment in certain issuers or industries. The small size of their financial markets and low trading volumes can make investments illiquid and more volatile than investments in developed countries and such securities may be
subject to abrupt and severe price declines. The Fund may be required to establish special custody or other arrangements before investing. In addition, because the securities settlement procedures are less developed in these countries, the Fund may
be required to deliver securities before receiving payment and may also be unable to complete transactions during market disruptions. The possible establishment of exchange controls or freezes on the convertibility of currency might adversely affect
an investment in assets traded in foreign markets.
Foreign Market Risk:
A substantial portion of the trades of the Crabel Multi-Product Program are expected to take place on markets or exchanges outside the United States. There is no limit to the amount of assets of the Fund that may
be committed to trading on foreign markets. The risk of loss in trading foreign futures and options on futures contracts can be substantial. Participation in foreign futures and options on futures contracts involves the execution and clearing of
trades on, or subject to the rules of, a foreign board of trade or exchange. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals markets in which performance is the responsibility only of the individual
counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.
Some foreign markets present additional risk, because they are not subject to the same degree of regulation as their U.S. counterparts. No U.S.
regulatory agency or any domestic exchange regulates activities on any foreign boards of trade or exchanges (such as the execution, delivery and clearing of transactions) or has the power to compel enforcement of the rules of a foreign board of
trade or exchange or of any applicable foreign laws. Similarly, the rights of market participants, in the event of the insolvency or bankruptcy of a foreign market or broker are also likely to be more limited than in the case of U.S. markets or
brokers. As a result, in these markets, there is less legal and regulatory protection than that available domestically.
14
Additionally, trading on foreign exchanges is subject to the risks presented by exchange controls, expropriation,
increased tax burdens and exposure to local economic declines and political instability. An adverse development with respect to any of these variables could reduce the profit or increase the loss earned on trades in the affected international
markets. International trading activities are subject to foreign exchange risk.
Government Intervention and Regulatory Changes:
The recent instability in financial markets has led government to take a number of unprecedented actions designed to support certain financial institutions and
segments of the financial markets that are exposed to extreme volatility and in some cases lack of liquidity. For example, the Dodd-Frank Act significantly revises and expands the rulemaking, supervisory and enforcement authority of federal bank,
securities and commodities regulators. It is unclear how these regulators will exercise these revised and expanded powers and whether they will undertake rulemaking, supervisory or enforcement actions that would adversely affect the Fund or
investments made by the Fund. Possible regulatory actions taken under these revised and expanded powers may include actions related to financial consumer protection, proprietary trading and derivatives. There can be no assurance that future
regulatory actions authorized by the Dodd-Frank Act will not adversely impact the Fund. Legislators and regulators in the United States are currently considering a wide range of proposals beyond the Dodd-Frank Act that, if enacted, could result in
major changes to the way banking operations are regulated. Some of these major changes could materially affect the profitability of the Fund or the value of investments made by the Fund or force the Fund to revise its investment strategy or divest
certain of its investments. Any of these developments could expose the Fund to additional costs, taxes, liabilities, enforcement actions and reputational risk.
In addition, the Dodd-Frank Act established a new regulatory structure for derivatives. The new legislation requires regulators to set minimum capital requirements and minimum initial and variation margin
requirements, repeals prior regulatory exemptions for OTC derivatives, provides substantial authority to the SEC and the CFTC with respect to position limits for certain swaps and may change the standards for determining manipulation. Much of the
required rulemaking and regulations have yet to be implemented. Accordingly, the effect of the new legislation and its impact on the Fund and any trading companies cannot yet be known. If more restrictive position limits are imposed on investors in
the commodity futures and other derivative markets, the Crabel Multi-Product Program, and as a result, the Fund, may be adversely affected. Similarly, changes in the regulation of foreign currency-related trading arising from the Dodd-Frank Act may
make it more expensive for the Fund and otherwise limit the Funds ability to engage in such trading, which could adversely affect the Fund.
In
2012, the CFTC adopted certain rule amendments that significantly affected the exemptions from CFTC regulations that were available to the Fund and its Subsidiary. Effective January 1, 2013, the Fund and its Subsidiary are subject to CFTC
regulations because of these changes. At the time of the CFTCs adoption of the rule amendments, Equinox was (and continues to be) registered as a commodity pool operator (CPO) and, accordingly, is subject to CFTC regulations. On
August 13, 2013, the CFTC adopted final rules to harmonize the compliance obligations of CPOs with respect to commodity pools that are also registered investment companies under the 1940 Act. Under the final harmonization rules, the
CPOs of such commodity pools may elect substituted compliance whereby such CPOs will be deemed to have substantially satisfied the CFTC-mandated disclosure, reporting and recordkeeping obligations by complying with the SECs
disclosure, reporting and recordkeeping regime under the 1940 Act, in lieu of complying with the CFTCs alternative requirements. The Fund intends to utilize the substituted compliance option.
General Market Risk:
The Funds NAV and investment
return will fluctuate based upon changes in the value of its portfolio securities. The market value of securities in which the Fund or the Subsidiary invests is based upon the markets perception of value and is not necessarily an objective
measure of a securitys value. There is no assurance that the Fund will realize its investment objective, and an investment in the Fund is not, by itself, a complete or balanced investment program. You could lose money on your investment in the
Fund, or the Fund could underperform other investments.
Leverage/Volatility Risk:
The Fund may employ leverage and may invest in leveraged instruments. The more the Fund invests in leveraged instruments, the more this leverage will magnify any losses on those investments. Leverage will cause the
value of the Funds shares to be more volatile than if the Fund did not use leverage. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities or other investments.
The Fund or any trading company may engage in transactions or purchase instruments that give rise to forms of leverage. Such transactions and instruments may include the investment of collateral from loans of portfolio securities, or the use of when
issued, delayed-delivery or forward commitment transactions. Derivative contracts ordinarily have leverage inherent in their terms. The use of leverage may also cause the Fund or a trading company to liquidate portfolio
15
positions when it would not be advantageous to do so in order to satisfy its obligations or to meet segregation requirements. Certain types of leveraging transactions could theoretically be
subject to unlimited losses in cases where the Fund or a trading company, for any reason, is unable to close out the transaction.
Furthermore,
derivative contracts are highly volatile and are subject to occasional rapid and substantial fluctuations. Consequently, you could lose all or substantially all of your investment in the Fund should the trading positions of the Fund or any trading
company suddenly turn unprofitable.
Liquidity Risk:
The Fund may be subject to liquidity risk primarily due to investments in derivatives. The Fund may invest up to 15% of its net assets in illiquid securities or instruments. Derivatives, such as swaps, options and
warrants may not be readily marketable and, therefore, may be deemed to be illiquid. An asset is not readily marketable if it cannot be sold within seven business days in the ordinary course of business for approximately the amount at which it is
valued. Investments in illiquid assets involve the risk that the Fund may be unable to sell the asset or sell it at a reasonable price. In addition, the Fund may be required to liquidate positions or close out derivatives on unfavorable terms at a
time contrary to the interests of the Fund in order to raise cash to pay redemptions.
An investment in derivatives is also subject to the risk that the
Fund may not be able to terminate the derivatives effective on whatever date it chooses, or that the settlement of any early termination may depend on subsequent market movements. As a result, the Fund may be exposed to the risk of additional losses
due to such delays.
Management Risk:
The
Advisers judgments about the attractiveness, value and potential positive or negative performance of the Crabel Multi-Product Program or any particular security or derivative in which the Fund invests or sells short may prove to be inaccurate
and may not produce the desired results.
Non-Diversification Risk:
The Fund is a non-diversified investment company, which means that more of the Funds assets may be invested in the securities of a single issuer than could be invested in the securities of a single issuer by
a diversified investment company. This may make the value of the Funds shares more susceptible to certain risks than shares of a diversified investment company. As a non-diversified fund, the Fund has a greater potential to realize losses upon
the occurrence of adverse events affecting a particular issuer.
OTC Trading Risk:
Certain of the derivatives in which the Fund may invest, including swap agreements, may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many
derivatives, it is largely unregulated and lacks transparency with respect to the terms of OTC transactions. OTC derivatives are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to
counterparties or a loss of value to the Fund. In addition, such derivative instruments are often highly customized and tailored to meet the needs of the counterparties. If a derivative transaction is particularly large or if the relevant market is
illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price. As a result and similar to other privately negotiated contracts, the Fund is subject to counterparty credit risk with respect to
such derivative contracts.
Portfolio Turnover Risk:
The Fund may frequently buy and sell portfolio securities and other assets to rebalance the Funds exposure to various market sectors. Higher portfolio turnover may result in the Fund paying higher levels of
transaction costs and generating greater tax liabilities for shareholders. Portfolio turnover risk may cause the Funds performance to be less than you expect.
Regulatory Risk:
Governments, agencies or other regulatory bodies may adopt or change laws or regulations that
could adversely affect the issuer, or market value, of an instrument held by the Fund or the Funds performance.
Subsidiary Risk:
The Subsidiary is not registered under the Investment Company Act of 1940 and, unless otherwise noted in this Prospectus, is not subject to all of
the investor protections of the Investment Company Act of 1940. Thus, the Fund, as an investor in the Subsidiary, will not have all of the protections offered to investors in registered investment companies. However, the Fund wholly owns and
controls the Subsidiary, and the Fund and the Subsidiary are both managed by the
16
Adviser, making it unlikely that the Subsidiary will take action contrary to the interests of the Fund or its shareholders. While the Subsidiary has an independent board of directors that is
responsible for overseeing the operations of the Subsidiary, the Funds Board has oversight responsibility for the investment activities of the Fund, including its investment in the Subsidiary, and the Funds role as the sole shareholder
of the Subsidiary. Also, to the extent they are applicable to the investment activities of the Subsidiary, the Adviser will be subject to the same fundamental investment restrictions that apply to the management of the Fund in managing the
Subsidiarys portfolio. It is not currently expected that shares of the Subsidiary will be sold or offered to investors other than the Fund.
Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary, respectively, are organized, could result in the
inability of the Fund and/or the Subsidiary to operate as described in this Prospectus and could negatively affect the Fund and its shareholders. For example, Cayman Islands law does not currently impose any income, corporate or capital gains tax,
estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands governmental authority taxes, Fund shareholders would likely suffer decreased investment
returns.
Taxation Risk:
By investing in
commodities indirectly through the Subsidiary, the Fund will obtain exposure to the commodities markets within the federal tax requirements that apply to the Fund. The Subsidiary is classified as a controlled foreign corporation for US tax purposes.
Typically any gains/losses from trading in 1256 futures contracts, such as exchange-traded commodity futures contracts, are taxed 60% as long term capital gains/losses and 40% short term capital gains/losses. However, because the Subsidiary is a
controlled foreign corporation, any income received from its investments in the Campbell Program will be passed through to the Fund as ordinary income and reflected on shareholders tax Forms 1099 as such.
Temporary Investments:
To
respond to adverse market, economic, political or other conditions, the Fund may invest up to 100% of total assets, without limitation, in high-quality short-term debt securities and money market instruments or any derivative instrument meant to
track the return of any such instrument. These short-term debt securities and money market instruments include shares of other mutual funds, commercial paper, certificates of deposit, bankers acceptances, U.S. Government securities and
repurchase agreements. While the Fund is in a defensive position, the opportunity to achieve its investment objective will be limited. Furthermore, to the extent that the Fund invests in money market mutual funds for cash positions, there will be
some duplication of expenses because the Fund will bear its pro-rata portion of such money market funds advisory fees and operational fees. The Fund may also invest a substantial portion of its assets in such instruments at any time to
maintain liquidity or pending selection of investments in accordance with its policies.
Portfolio Holdings Disclosure:
A description of the Funds policies regarding the release of portfolio holdings information is available in the Funds Statement of
Additional Information (SAI) and can also be found on the Funds website at www.EquinoxFundManagement.com.
MANAGEMENT
Investment Adviser:
Equinox Fund
Management, LLC, a Delaware limited liability company formed in 2003, serves as the investment adviser to the Fund. It has been registered with the Commodity Futures Trading Commission as a commodity pool operator since 2003 and registered with the
Securities and Exchange Commission (SEC) as an investment adviser since 2007. The Advisers principal place of business is located at 1775 Sherman Street, Suite 2500 Denver, CO 80203. The Adviser manages and supervises the
investment of the Funds assets on a discretionary basis. As of December 31, 2013, the Adviser had approximately $1.315 billion in assets under management.
For its services, the Adviser is entitled to an investment advisory fee, which is calculated daily and paid monthly, at an annual rate of 0.75% of the Funds average daily net assets. The Adviser has
contractually agreed that from commencement of the Funds operations through January 31, 2015, it will reduce its compensation and/or reimburse certain expenses for the Fund, to the extent necessary to ensure that the Funds total
operating expenses, excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), interest, extraordinary items, Acquired Fund Fees and Expenses and
brokerage commissions, do
17
not exceed, 1.10% (on an annual basis) of the Funds average daily net assets. The Adviser shall be entitled to recover, subject to approval by the Board of Trustees of the Trust, such
waived or reimbursed amounts for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund.
A discussion regarding the basis for the Board of Trustees approval of the investment advisory contract with the Adviser is available in the Funds Annual Report to Shareholders dated September 30,
2013.
Portfolio Managers:
Richard Bornhoft is a Co-Founder and the Chief Investment Officer of the Adviser. He leads the Advisers Portfolio Management Team and is responsible for day-to-day investment decisions for the Fund.
Mr. Bornhoft has over 30 years of experience in the alternative investment industry. He specializes in the creation, evaluation, and risk monitoring of managed futures investment portfolios for institutional and individual investors.
Mr. Bornhoft began his career directing hedging strategies for mortgage and agricultural companies and banks, and subsequently as a systematic CTA. Mr. Bornhoft co-founded one of the first multiple-CTA managed futures funds in 1983, and
his own futures investment advisory firm in 1985. Over the course of his career, Mr. Bornhoft has financially engineered and directed the research, design and on-going management of multiple-CTA managed futures portfolios for approximately 20
pension plans, corporations and banking institutions throughout the world. He has served on numerous arbitration boards and committees of regulatory and industry organizations. Mr. Bornhoft earned his BS in Agricultural Business from Colorado
State University. He holds securities licenses Series 7, 24, 63 and CFTC/NFA Series 3.
Dr. Ajay Dravid is the Managing Director of Portfolio
Management for the Adviser and joined the Adviser in 2011. As a co-portfolio manager of Equinox Fund Managements mutual funds, Dr. Dravid is involved in day-to-day portfolio and risk management, as well as in developing and structuring
new products. Prior to joining Equinox, he was a consultant and a member of the Executive Committee of The Frontier Fund. Dr. Dravid has more than 30 years of experience in industry, academia, and financial services. From 2004 to 2006, he was
President of Saranac Capital Management, a separate entity spun out from Citigroup to manage more than $3 billion in hedge fund assets. From 1996 to 2004, he was a Director and then a Managing Director at Salomon Brothers and Citigroup, where he
helped to build and manage the hedge fund business and platforms. He was a co-portfolio manager for the Multi-Strategy Arbitrage funds, a quantitative analyst for the Equity Long-Short funds, and the head of the Risk Committee. He was also involved
in the structuring and marketing of funds and in client service. From 1993 to 1996, Dr. Dravid was a Vice President in the Asset Allocation Research Group of Salomon Brothers. Prior to this, he was an Assistant Professor of Finance at the
Wharton School.
Dr. Dravid has published numerous papers in leading academic and practitioner journals including Journal of Finance, Journal of
Financial Economics, and Journal of Derivatives. Dr. Dravid received a BSc in Physics from the University of Poona (India), an MA in Physics from SUNY at Stony Brook, an MBA in Finance and Marketing from the University of Rochester, and a PhD
in Finance from the Graduate School of Business at Stanford University. He holds securities licenses Series 7 and 63 and CFTC/NFA Series 3.
Sue Osborne
is a member of the Advisers portfolio management team and joined the Advisor in April 2013. Ms. Osborne is also Director of Research at Equinox Institutional Asset Management, LP (formerly known as Tapestry Asset Management, LP), an
affiliate of the Adviser, where she has been since 2003, first as a consultant and then in her current role. She has held positions in hedge fund research and portfolio management at Hamilton & Co. from 2002 to 2003, Goldman Sachs from 1998
to 2002, Lake Partners from 1996 to 1998, and Greenwich Associates in 1996. She holds an MBA from Lehigh University and a BS in Marketing from Duquesne University.
Afroz Qadeer is a member of the Advisers portfolio management team and joined the Adviser in April 2013. Mr. Qadeer co-founded Equinox Institutional Asset Management, LP (then known as Tapestry Asset
Management, LP) in 2002 and serves as its President and Chief Investment Officer. He has held tenures in hedge fund research and portfolio management roles with Goldman Sachs, Optima Fund Management, and Lake Partners. In such roles, he participated
in the launch of eight multi-manager funds, management of 20 multi-manager portfolios covering a diverse range of alternatives, and management of four hedge fund portfolios with assets of approximately $2 billion. Mr. Qadeer holds an MBA from
The Wharton School, University of Pennsylvania and a Bachelor of Commerce from Sydenham College, University of Bombay, India.
Rufus Rankin is the
Advisers Director of Portfolio Management and joined the Adviser in 2011. Dr. Rankin works on the conception, development and implementation of new products and distribution strategies for investment products managed by Equinox Fund
Management, a role that requires daily contact with and evaluation of CTAs, and other alternative investment managers. He is a co-portfolio manager of the firms mutual funds. Prior to his current role, he was Product Development Manager at
Solon Capital, LLC, an affiliate of the adviser. Before then, he performed sales at SEI
18
from August 2005 to February 2009, and was previously at Morgan Stanley from September 2004 to August 2005. Dr. Rankin holds a BA in Philosophy and a Masters in International Studies from
North Carolina State University, and a Doctorate of Business Administration from Grenoble Ecole de Management. His doctoral dissertation focused on statistical methods of enhancing multi-manager and multi-asset portfolio diversification, with an
emphasis on portfolios of CTAs and Hedge Funds.
The Statement of Additional Information provides additional information about the Portfolio
Managers compensation, other accounts managed, and ownership of Fund shares.
In addition to investment advisory fees, the Fund pays other expenses
including costs incurred in connection with the maintenance of its securities law registration, printing and mailing prospectuses and SAIs to shareholders, certain financial accounting services, taxes or governmental fees, custodial, transfer and
shareholder servicing agent costs, expenses of outside counsel and independent accountants, preparation of shareholder reports and expenses of trustee and shareholders meetings.
Investment Subsidiary:
The Subsidiary is a company organized under the laws of the Cayman Islands, and is
overseen by its own board of directors. The Fund is the sole shareholder of the Subsidiary. It is not currently expected that shares of the Subsidiary will be sold or offered to other investors. If, at any time, the Subsidiary proposes to offer or
sell its shares to any investor other than the Fund, Fund shareholders will receive 60 days prior notice of such offer or sale.
As with the Fund, the
Adviser is responsible for the Subsidiarys day-to-day business pursuant to an investment advisory agreement with the Subsidiary. Under the terms of the agreement, the Adviser provides the Subsidiary with the same type of management services,
under the same terms, as are provided to the Fund. The advisory agreement with the Subsidiary provides for automatic termination upon the termination of the investment advisory agreement with respect to the Fund. The Subsidiary has also entered into
separate contracts for the provision of custody, transfer agency, and audit services with the same service providers that provide those services to the Fund.
The Fund and Subsidiary pay the Adviser a fee for its services. The Adviser has contractually agreed to waive the fee it receives from the Fund in an amount equal to the management fee paid to the Adviser by the
Subsidiary. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary, and may not be terminated by the Adviser unless the Adviser first obtains the prior approval of the Funds Board of Trustees for such
termination. The Subsidiary will also bear the fees and expenses incurred in connection with the custody, transfer agency and audit services that it receives. The Fund expects that the expenses borne by the Subsidiary will not be material in
relation to the value of the Funds assets. It is also anticipated that the Funds own expense will be reduced to some extent as a result of the payment of such expenses at the Subsidiary level. It is therefore expected that any
duplicative fees for similar services provided to the Fund and the Subsidiary will not be material.
The Subsidiary will be managed pursuant to
compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Fund. As a result, the Adviser, in managing the Subsidiarys portfolio, is subject to the same investment policies and
restrictions that apply to the management of the Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiarys portfolio investments and shares
of the Subsidiary. These policies and restrictions are described in detail in the Funds SAI. The Funds Chief Compliance Officer oversees implementation of the Subsidiarys policies and procedures, and makes periodic reports to the
Funds Board of Trustees regarding the Subsidiarys compliance with its policies and procedures.
The financial statements of the Subsidiary
will be included in the Funds annual and semi-annual reports. The Funds annual and semi-annual reports are distributed to shareholders, and copies of the reports are provided without charge upon request as indicated on the back cover of
this Prospectus. Please refer to the SAI for additional information about the organization and management of the Subsidiary.
HOW SHARES ARE PRICED
The Funds NAV and offering price (NAV plus any
applicable sales charges) is determined at 4:00 p.m. (Eastern Time) on each day the New York Stock Exchange (NYSE) is open for business (a Business Day). NAV is computed by determining the aggregate market value of all assets
of the Fund, less its liabilities, divided by the total number of shares outstanding ((assets-liabilities)/number of shares = NAV). The NYSE is closed on weekends and New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good
Friday, Memorial Day, Independence Day, Labor Day,
19
Thanksgiving Day and Christmas Day. The NAV takes into account the expenses and fees of the Fund, including management, administration, and distribution fees, which are accrued daily. The
determination of NAV for a particular day is applicable to all applications for the purchase of shares, as well as all requests for the redemption of shares, received by the Fund (or an authorized broker or agent, or its authorized designee) before
the close of trading on the NYSE on that day.
If available, the Funds investments in securities and other exchange traded assets are generally
valued based on market quotations. If market prices are unavailable or the Fund thinks that they are unreliable, the Fund prices those securities or other assets at fair value as determined in good faith using methods approved by the Board of
Trustees. For example, market prices may be unavailable if trading in a particular portfolio security was halted during the day and did not resume prior to the Funds NAV calculation. The Fund may view market prices as unreliable when the value
of a security has been materially affected by events occurring after the market closes, but prior to the time as of which the Fund calculates NAV. The Fund will regularly value its investments in derivative instruments, including swaps, at fair
value. The use of fair valuation in pricing a portfolio holding involves the consideration of a number of subjective factors and therefore, is susceptible to the unavoidable risk that the valuation may be higher or lower than the price at which the
portfolio holding might actually trade if a reliable market price were readily available.
The Fund may use independent pricing services to assist in
calculating the value of the Funds portfolio holdings.
With respect to any portion of the Funds assets that are invested in one or more
open-end management investment companies registered under the 1940 Act, each Funds net asset value is calculated based upon the net asset values of those open-end management investment companies, and the prospectuses for these companies
explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.
Applicable federal tax
requirements generally limit the degree to which the Fund may invest in the Subsidiary to an amount not exceeding 25% of its total assets. The Subsidiary prices its portfolio investments pursuant to the same pricing and valuation methodologies and
procedures employed by the Fund. The Subsidiary offers to redeem all or a portion of its shares at the current net asset value per share every day the Fund is open for business. The value of shares of the Subsidiary will fluctuate with the value of
the Subsidiarys portfolio investments.
More information about the valuation of the Funds holdings is provided in the SAI.
HOW TO PURCHASE SHARES
SHARE CLASSES
Presently, the Fund offers a single class of shares, Class I. Class I shares are designed for institutional investors. You should weigh the impact of all potential
costs over the life of your investment before making your initial investment.
MINIMUM AND ADDITIONAL INVESTMENT AMOUNTS
Shares representing interests in the Fund are offered continuously for sale by the Distributor. You can purchase Class I shares of the Fund through certain
broker-dealers or directly through the transfer agent of the Fund, as discussed below. Shares of the Fund are offered only to residents of states in which the shares are registered or qualified. No share certificates are issued in connection with
the purchase of Fund shares. Listed below are the minimum investment amounts for Class I shares. The Fund reserves the right to modify, reduce or waive the minimum initial investment requirement for any investor.
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Purchase Amounts
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Class I
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Minimum initial investment
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$
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25,000
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Minimum subsequent investment
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No Minimum
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There is no minimum investment requirement when you are buying shares by reinvesting dividends and distributions from the Fund. The
Fund may change the investment minimums at any time.
The Fund, however, reserves the right, in its sole discretion, to reject any application to
purchase shares. Applications will not be accepted unless they are accompanied by a check drawn on a U.S. bank, savings and loan, or credit union in U.S. funds for the full amount of the shares to be purchased. After you open an account, you may
purchase additional shares by sending a check together with written instructions stating the name(s) on the account and the account number, to the above address.
Make all checks payable to the name of the Fund.
The Fund will not accept
payment
20
in cash, including cashiers checks or money orders. Also, to prevent check fraud, the Fund will not accept third party checks, U.S. Treasury checks, credit card checks, or starter checks
for the purchase of shares.
Note: Gemini Fund Services, LLC (GFS), the Funds transfer agent, will charge a $25 fee against a
shareholders account, in addition to any loss sustained by the Fund, for any check returned to the transfer agent for insufficient funds.
The USA
PATRIOT Act requires financial institutions, including the Fund, to adopt certain policies and programs to prevent money-laundering activities, including procedures to verify the identity of customers opening new accounts. As requested on the
application, you should supply your full name, date of birth, social security number, and permanent street address. Mailing addresses containing a P.O. Box will not be accepted. This information will assist the Fund in verifying your identity. Until
such verification is made, the Fund may temporarily limit additional share purchases. In addition, the Fund may limit additional share purchases or close an account if it is unable to verify a shareholders identity. As required by law, the
Fund may employ various procedures, such as comparing the information to fraud databases or requesting additional information or documentation from you, to ensure that the information supplied by you is correct.
CLASS I SHARES
Sales of the Funds Class I shares are
not subject to a front-end sales charge, contingent deferred sales charge or a Rule 12b-1 fee. The minimum initial investment in the Class I shares is $25,000 and subsequent investments may be made in any amount.
PURCHASING SHARES
You may purchase shares of the Fund by
sending a completed application form to the following address by either regular or overnight mail:
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Address for Regular Mail:
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Address for Overnight Mail:
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Equinox Crabel Strategy Fund
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154
1-888-643-3431
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Equinox Crabel Strategy Fund
c/o Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
1-888-643-3431
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When Order is Processed
All shares will be purchased at the NAV, plus any applicable sales charges, per share next determined after the Fund receives your application or request in good order. All requests received in good order by the
Fund before 4:00 p.m. (Eastern time) will be executed on that same day. Requests received after 4:00 p.m. will be processed on the next business day.
Good Order
: When making a purchase request, make sure your request is in good order. Good order means your purchase
request includes:
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the dollar amount of shares to be purchased;
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a completed purchase application or investment stub; and
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a check payable to the Fund.
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PURCHASES
THROUGH BROKERS
You may invest in the Fund through brokers or agents who have entered into selling agreements with the Funds distributor.
These brokers and agents are authorized to designate other intermediaries to receive purchase and redemption orders on behalf of the Fund. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or its
designee receives the order. The broker or agent may set its own initial and subsequent investment minimums. You may be charged a fee if you use a broker or agent to buy or redeem shares of the Fund. Finally, various servicing agents use procedures
and impose restrictions that may be in addition to, or different from those applicable to investors purchasing shares directly from the Fund. You should carefully read the program materials provided to you by your servicing agent.
21
PURCHASES BY WIRE
If you wish to wire money to make an investment in the Fund, please call the Fund at 1-888-643-3431 for wiring instructions and to notify the Fund that a wire transfer is coming. Any commercial bank can transfer
same-day funds via wire. The Fund will normally accept wired funds for investment on the day received if they are received by the Funds designated bank before the close of regular trading on the NYSE. Your bank may charge you a fee for wiring
same-day funds.
HOW TO REDEEM SHARES
REDEMPTION REQUESTS
You will be entitled to redeem all or any portion of the shares credited to your accounts by submitting a written request for redemption by regular, express or
overnight mail to:
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Address for Regular Mail:
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Address for Overnight Mail:
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Equinox Crabel Strategy Fund
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154
1-888-643-3431
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Equinox Crabel Strategy Fund
c/o Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
1-888-643-3431
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REDEEMING BY TELEPHONE
The
telephone redemption privilege is automatically available to all new accounts, except retirement accounts. If you do not want the telephone redemption privilege, you must indicate this in the appropriate area on your account application or you must
write to the Fund and instruct it to remove this privilege from your account.
The proceeds will be sent by mail to the address designated on your
account or wired directly to your existing account in any commercial bank or brokerage firm in the United States as designated on your application. To redeem by telephone, call 1-888-643-3431. The redemption proceeds normally will be sent by mail or
by wire within three business days after receipt of your telephone instructions. IRA accounts are not redeemable by telephone.
The Fund reserves the
right to suspend the telephone redemption privileges with respect to your account if the name(s) or the address on the account has been changed within the previous 30 days. None of the Fund, GFS, or their respective affiliates will be liable for
complying with telephone instructions they reasonably believe to be genuine or for any loss, damage, cost or expenses in acting on such telephone instructions and you will be required to bear the risk of any such loss. The Fund, GFS, or both, will
employ reasonable procedures to determine that telephone instructions are genuine. If the Fund and/or GFS do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions. These procedures may
include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of the transactions and/or tape recording telephone instructions.
WIRE REDEMPTIONS
If you request your redemption by wire
transfer, you will be required to pay a $15.00 wire transfer fee to GFS to cover costs associated with the transfer but GFS does not charge a fee when transferring redemption proceeds by electronic funds transfer. In addition, your bank may impose a
charge for receiving wires.
SYSTEMATIC WITHDRAWAL PLAN
If your individual account, IRA, or other qualified plan account has a current account value of at least $10,000, you may adopt a Systematic Withdrawal Plan to provide for monthly, quarterly or other periodic
checks for any designated amount of $100 or more. If you wish to open a Systematic Withdrawal Plan, please indicate on your application or contact the Fund at 1-888-643-3431.
REDEMPTIONS IN KIND
The Fund reserves the right to honor requests for redemption or repurchase orders by
making payment in whole or in part in readily marketable securities (redemption in kind) if the amount is greater than (the lesser of) $250,000 or 1% of the Funds assets. The securities will be chosen by the Fund and valued under
the Funds net asset value procedures. A shareholder will be exposed to market risk until these securities are converted to cash and may incur transaction expenses, including taxes, in converting these securities to cash.
22
WHEN REDEMPTIONS ARE SENT
Once the Fund receives your redemption request in good order (as described below), it will issue a check based on the next determined NAV following your redemption request. Before selling recently
purchased shares, please note that if the Funds transfer agent has not yet collected payment for the shares you are selling, it may delay sending the proceeds until the payment is collected, which may take up to 10 calendar days from the
purchase date. This procedure is intended to protect the Fund and its shareholders from loss.
GOOD ORDER
Your redemption request will be processed if it is in good order. To be in good order, the following conditions must be satisfied:
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The request should be in writing, unless redeeming by telephone, indicating the number of shares or dollar amount to be redeemed;
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The request must identify your account number;
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The request should be signed by you and any other person listed on the account, exactly as the shares are registered; and
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If you request that the redemption proceeds to be sent to an address other than that of record, or if the address was changed within the last 30 days, or if the
proceeds of a requested redemption exceed $50,000, the signature(s) on the request must be medallion signature guaranteed by an eligible signature guarantor.
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WHEN YOU NEED MEDALLION SIGNATURE GUARANTEES
A medallion signature guarantee assures that a signature is
genuine and protects you from unauthorized account transfers. You will need your signature guaranteed if:
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you wish to change the bank or brokerage account that you have designated on your account;
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you request a redemption to be made payable to a person not on record with the Fund;
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you request that a redemption be mailed to an address other than that on record with the Fund;
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the proceeds of a requested redemption exceed $50,000; or
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any redemption is transmitted by federal wire transfer to a bank other than the bank of record; or
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your address was changed within 30 days of your redemption request.
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Signatures may be guaranteed by any eligible guarantor institution (including banks, brokers and dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies, and
savings associations) or by completing a supplemental telephone redemption authorization form. Contact the Fund to obtain this form. Further documentation will be required to change the designated account if shares are held by a corporation,
fiduciary, or other organization.
A notary public cannot guaranty signatures
.
Where shares are held in the name of an accredited bank, Medallion
Signature Guarantee requirements may be waived at the discretion of the Fund.
REDEEMING THROUGH BROKERS
If shares of the Fund are held by a broker-dealer, financial institution, or other servicing agent, you must contact that servicing agent to redeem shares of the
Fund. The servicing agent may charge a fee for this service.
LOW BALANCES
For regular accounts, if at any time your account balance falls below $1,000 or there has been no shareholder activity in the account for the past 12 months, the Fund may notify you that, unless the account is
brought up to at least $1,000 or you initiate activity in the account within 60 days of the notice; your account could be closed. After the notice period, the Fund may redeem all of your shares and close your account by sending you a check to the
address of record. Your account will not be closed if the account balance drops below $1,000 due to a decline in NAV.
23
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES
The Fund discourages and does not accommodate market
timing. Frequent trading into and out of the Fund can harm all Fund shareholders by disrupting the Funds investment strategies, increasing Fund expenses, decreasing tax efficiency and diluting the value of shares held by long-term
shareholders. The Fund is designed for long-term investors and is not intended for market timing or other disruptive trading activities. Accordingly, the Funds Board of Trustees has approved policies that seek to curb these disruptive
activities while recognizing that shareholders may have a legitimate need to adjust their Fund investments as their financial needs or circumstances change. The Fund currently uses several methods to reduce the risk of market timing. These methods
include:
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Committing staff to review, on a continuing basis, recent trading activity in order to identify trading activity that may be contrary to the Funds
Market Timing Trading Policy
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Though these methods involve judgments that are inherently subjective and involve some
selectivity in their application, the Fund seeks to make judgments and applications that are consistent with the interests of the Funds shareholders.
Based on the frequency of redemptions in your account, the Adviser or transfer agent may in its sole discretion determine that your trading activity is detrimental to the Fund as described in the Funds Market
Timing Trading Policy and elect to (i) reject or limit the amount, number, frequency or method for requesting future purchases into the Fund and/or (ii) reject or limit the amount, number, frequency or method for requesting future
exchanges or redemptions out of the Fund.
The Fund reserves the right to reject or restrict purchase requests for any reason, particularly when the
shareholders trading activity suggests that the shareholder may be engaged in market timing or other disruptive trading activities. Neither the Fund nor the Adviser will be liable for any losses resulting from rejected purchase orders. The
Adviser may also bar an investor who has violated these policies (and the investors financial advisor) from opening new accounts with the Fund.
Although the Fund attempts to limit disruptive trading activities, some investors use a variety of strategies to hide their identities and their trading practices.
There can be no guarantee that the Fund will be able to identify or limit these activities. Omnibus account arrangements are common forms of holding shares of the Fund. While the Fund will encourage financial intermediaries to apply the Funds
Market Timing Trading Policy to their customers who invest indirectly in the Fund, the Fund is limited in its ability to monitor the trading activity or enforce the Funds Market Timing Trading Policy with respect to customers of financial
intermediaries. For example, should it occur, the Fund may not be able to detect market timing that may be facilitated by financial intermediaries or made difficult to identify in the omnibus accounts used by those intermediaries for aggregated
purchases, exchanges and redemptions on behalf of all their customers. More specifically, unless the financial intermediaries have the ability to apply the Funds Market Timing Trading Policy to their customers through such methods as
implementing short-term trading limitations or restrictions and monitoring trading activity for what might be market timing, the Fund may not be able to determine whether trading by customers of financial intermediaries is contrary to the
Funds Market Timing Trading Policy. Brokers maintaining omnibus accounts with the Fund have agreed to provide shareholder transaction information to the extent known to the broker to the Fund upon request. If the Fund or its transfer agent or
shareholder servicing agent suspects there is market timing activity in the account, the Fund will seek full cooperation from the service provider maintaining the account to identify the underlying participant. At the request of the Adviser, the
service providers may take immediate action to stop any further short-term trading by such participants.
MORE INFORMATION
ABOUT TAXES
The tax information in this
Prospectus is provided for general information only and should not be considered as tax advice or relied on by a Shareholder or prospective investor.
General.
The Fund intends to qualify annually to be treated as a regulated investment company (a RIC) under the Code. As
such, the Fund will not be subject to federal income tax on the earnings it distributes to shareholders provided it satisfies certain requirements and restrictions provided in the Code. If for any taxable year the Fund fails to qualify as a RIC
(1) it will be subject to tax in the same manner as an ordinary corporation and thus will be subject to tax on a graduated basis with a maximum tax rate of 35%; and (2) all distributions from earnings and profits
24
(as determined under federal income tax principles) will be taxable as ordinary dividend income eligible for the dividends-received deduction for corporate shareholders and the long-term
capital gains tax rate for qualified dividends received by non-corporate shareholders.
Distributions.
The Fund will make
distributions to you that may be taxed as ordinary income or capital gains (which may be taxed at different rates depending on the length of time the Fund holds its assets). The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. Distributions are taxable whether you reinvest such distributions in additional shares of the Fund or choose to receive cash. Unless you are investing through a tax-deferred retirement
account (such as an IRA), you should consider avoiding a purchase of Fund shares shortly before the Fund makes a distribution, because doing so can cost you money in taxes. This is known as buying a dividend. For example: On
December 15, you invest $5,000, buying 250 shares for $20 each. If the Fund pays a distribution of $1 per share on December 16, its share price will drop to $19 (not counting market change). You still have only $5,000 (250
shares X $19 = $4,750 in share value, plus 250 shares X $1 = $250 in distributions), but you owe tax on the $250 distribution you receivedeven if you reinvest it in more shares. To avoid buying a
dividend, check the Funds distribution schedule before you invest.
Ordinary Income.
Net investment income,
except for qualified dividends, and short-term capital gains that are distributed to you are taxable as ordinary income for federal income tax purposes regardless of how long you have held your Fund shares. Certain dividends distributed to
non-corporate shareholders and designated by the Fund as qualified dividend income are eligible for the long-term capital gains tax rate of 15% (0% for individuals in lower tax brackets). For tax years beginning after January 1,
2013, the long-term capital gain tax rate is 20% for non-corporate shareholders with taxable income in excess of $400,000 ($450,000 if married and filing jointly) and 15% (0% for non-corporate shareholders in lower income tax brackets) for
non-corporate shareholders with taxable income of less than the threshold amounts. Short-term capital gains that are distributed to you are taxable as ordinary income for federal income tax purposes regardless of how long you have held your Fund
shares.
Net Capital Gains.
Net capital gains (i.e., the excess of net long-term capital gains over net short-term capital
losses) distributed to you, if any, are taxable as long-term capital gains for federal income tax purposes regardless of how long you have held your Fund shares.
Sale or Exchange of Shares.
It is a taxable event for you if you sell or exchange shares of the Fund including if the exchange is for the same share class of another fund in the
Equinox Family of Funds. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a taxable gain or loss on the transaction. Any realized gain will be taxable to you and, generally, will be capital gain,
assuming you hold the shares of the Fund as a capital asset. The capital gain will be long-term or short-term depending on how long you have held your shares in the Fund. Sales of shares of the Fund that you have held for twelve months or less will
be a short-term capital gain or loss and if held for more than twelve months or more will constitute a long-term capital gain or loss. Any loss realized by a shareholder on a disposition of shares held for six months or less will be treated as a
long-term capital loss to the extent of any distributions of capital gain dividends received by the shareholder and disallowed to the extent of any distributions of exempt-interest dividends, if any, received by the shareholder with respect to such
shares.
Return of Capital.
If the Funds distributions exceed its taxable income and capital gains realized during a
taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholders
cost basis in the Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold.
Medicare Contribution Tax.
Beginning in 2013, U.S. individuals with income exceeding $200,000 ($250,000, if married and filing jointly and $125,000, if married and filing separately)
will be subject to a 3.8% Medicare contribution tax on net investment income including interest (excluding tax-exempt interest), dividends and capital gains. If applicable, the tax will be imposed on the lesser of your (i) net investment income
or (ii) the excess of modified adjusted gross income over $200,000 ($250,000 if married and filing jointly and $125,000 if married and filing separately).
Tax Risks of Investing in the Fund.
One of the requirements for favorable tax treatment as a RIC under the Code is that the Fund derive at least 90% of its gross income from certain
qualifying sources of income. On December 16, 2005, the Internal Revenue Service (the IRS) issued Revenue Ruling 2006-01, which held that income from certain derivative swap securities is not qualifying income; accordingly the
Funds ability to utilize certain derivative swap securities as part of its investment strategy will be limited to a maximum of 10% of its gross income. This limitation, however, will not protect the Fund against the risk of losing its RIC
status should any other income be reclassified as non-qualifying income or from any commodity related income that is not qualifying income. Revenue Ruling 2006-31 clarifies the holding of Revenue Ruling 2006-01 by providing that income from certain
carefully structured alternative
25
instruments (such as certain commodity index-linked notes) that create commodity exposure may be considered qualifying income under the Code. Prior to July 2011, the IRS issued private letter
rulings in which it concluded that income from certain commodity index-linked notes is qualifying income and that income derived from subsidiaries similar to the Subsidiary will be qualifying income whether received in the form of current
distributions or as undistributed subpart F income. In July 2011, the IRS announced that it would no longer issue private letter rulings regarding whether income from subsidiaries similar to the Subsidiary is qualifying income. Public
statements of IRS officials indicate that the IRS is reviewing its positions underlying these private letter rulings. It is not known as of the date of this Prospectus whether the IRS will resume issuing private letter rulings, issue more
broadly applicable guidance or change its position underlying the issuance of such rulings. There is no authority directly addressing some of the issues of law considered in these rulings. There can be no assurance that the IRS will not change its
position with respect to some or all of these issues or, if the IRS did so, that a court would not sustain, such contrary positions. If the IRS were to change its position on some or all of these issues, and if such contrary positions were upheld,
the Fund might cease to qualify as a RIC. A private letter ruling may only be relied upon by the taxpayer to whom it was provided and the IRS is not bound by any private letter ruling in making an assessment against any other taxpayer. The Fund does
not plan to seek a private letter ruling. Therefore, to the extent the Fund invests directly in commodity-index-linked derivative instruments or in the Subsidiary, the IRS may contest the Funds characterization of the income produced by such
assets as qualifying income which, if successful, could cause the Fund to fail to qualify as a RIC. The Fund and its Adviser plan to direct investments of the Funds assets in conformance with Revenue Ruling 2006-31, IRS guidance, and the
advice of counsel.
Backup Withholding.
The Fund may be required to withhold U.S. federal income tax on all taxable
distributions and sales payable to shareholders who fail to provide their correct taxpayer identification number or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. The current backup
withholding rate is 28%.
State and Local Income Taxes.
This Prospectus does not discuss the state and local tax
consequences of an investment in the Fund. You are urged and advised to consult your own tax adviser concerning state and local taxes, which may have different consequences from those of the federal income tax laws.
Non-U.S. Shareholders:
Non-U.S. shareholders may be subject to U.S. tax as a result of an investment in the Fund. Beginning
July 1, 2014, the Fund will be required to withhold 30% tax on certain payments made to foreign entities that do not meet specified information reporting requirements under the Foreign Account Tax Compliance Act. This Prospectus does not
discuss the U.S. or foreign country tax consequences of an investment by a non-U.S. shareholder in the Fund. Accordingly, non-U.S. shareholders are urged and advised to consult their own tax advisers as to the U.S. and foreign country tax
consequences of an investment in the Fund.
Basis Reporting and Holding Periods.
A shareholder is responsible for tracking
the tax basis and holding periods of the shareholders shares in the Fund for federal income tax purposes. However, RICs, such as the Fund, must report cost basis information to you and the IRS when a shareholder sells or exchanges shares that
are not in a tax deferred retirement account. The Fund will permit shareholders to elect from among several IRS accepted cost basis methods.
Statements and Notices.
You will receive an annual statement outlining the tax status of your distributions.
This section is
only a summary of some important income tax considerations that may affect your investment in the
Fund. More information regarding these considerations is included in the Funds SAI. You are urged and advised to consult your own
tax adviser regarding the effects of an investment in the Fund on your tax situation.
DISTRIBUTION OF SHARES
Dividends from net investment income and
distributions of net capital gain, if any, are declared and paid annually to you. The amount of any distribution will vary and there is no guarantee that the Fund will pay either an income dividend or a capital gain distribution.
Distributions are payable to the shareholders of record at the time the distributions are declared (including holders of shares being redeemed, but excluding
holders of shares being purchased). Shares become entitled to receive distributions on the day after the shares are issued. If you invest in the Fund shortly before the ex-dividend date of a taxable distribution, the distribution will lower the
value of the Funds shares by the amount of the distribution and, in effect, you will receive some of your investment back in the form of a taxable distribution
26
CHOOSING A DISTRIBUTION OPTION
When you complete your account application, you may choose from three distribution options:
1.
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You may invest all income dividends and capital gains distributions in additional shares of the Fund. This option is assigned automatically if no other choice is made.
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2.
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You may elect to receive income dividends and capital gains distributions in cash.
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3.
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You may elect to receive income dividends in cash and to reinvest capital gains distributions in additional shares of the Fund.
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If you elect to receive distributions and dividends by check and the post office cannot deliver your check and your proper address cannot be determined, the Fund
reserves the right to reinvest the distribution check in your account at the Funds then current NAV per share and to reinvest all subsequent distributions in shares of the Fund until an updated address is received. You may change your election
at any time. Your request for a change must be received in writing by the transfer agent prior to the record date for the distribution for which a change is requested.
DISTRIBUTOR
Northern Lights Distributors, LLC, 17605 Wright Street, Omaha, Nebraska
68130, is the distributor for the shares of the Fund. Northern Lights Distributors, LLC is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (FINRA). Shares of the Fund are offered on a continuous
basis.
ADDITIONAL COMPENSATION TO FINANCIAL INTERMEDIARIES
The Funds distributor, its Adviser and their affiliates may, at their own expense and out of their own legitimate profits, provide additional cash payments to financial intermediaries who sell shares of the
Fund. Financial intermediaries include brokers, dealers, banks (including bank trust departments), insurance companies, investment advisers, financial advisers, financial planners, retirement or 401(k) plan administrators, their designated
intermediaries, and any other firm having a selling, administration or similar agreement with the Fund. These payments are over and above Rule 12b-1 fees, sales charges or servicing fees which are disclosed elsewhere in this Prospectus. These
payments are generally made to financial intermediaries that provide shareholder or administrative services or marketing support. Marketing support may include access to sales meetings, sales representatives and financial intermediary management
representatives, inclusion of the Fund on a sales list, including a preferred or select sales list, or other sales programs. These payments may also be made as an expense reimbursement in cases where the financial intermediary provides shareholder
services to Fund shareholders. The Adviser and its affiliates may also pay cash compensation in the form of finders fees that vary depending on the dollar amount of shares sold. The distributor may, from time to time, provide promotional
incentives, including reallowance and/or payment of up to the entire sales charge, to certain investment firms. Such incentives may, at the distributors discretion, be limited to investment firms who allow their individual selling
representatives to participate in such additional commissions.
If investment advisers, underwriters/distributors or affiliates of mutual funds
(including those of the Fund) pay bonuses and incentives in differing amounts, intermediaries and their representatives may have financial incentives for recommending a particular mutual fund over other mutual funds. In addition, depending on the
arrangements in place at any particular time, a financial intermediary and its representatives may also have a financial incentive for recommending a particular share class over other share classes. You should consult with your financial advisor and
review carefully any disclosure by the intermediary as to compensation received by your financial advisor.
Although the Fund may use firms that sell
Fund shares to effect portfolio transactions for the Fund, the Fund and the Adviser will not consider the sale of Fund shares as a factor when choosing firms to effect those transactions.
HOUSEHOLDING
To reduce expenses, the Fund will mail only one copy of the Prospectus
and each annual and semi-annual report to those addresses share by two or more accounts. If you wish to receive individual copies of these documents, please call the Fund at 1-888-643-3431 on days the Fund is open for business or contact your
financial institution. The Fund will begin sending you individual copies thirty days after receiving your request.
27
CONSOLIDATED FINANCIAL HIGHLIGHTS
The consolidated financial highlights table is intended to
help you understand the Funds financial performance for the period of the Funds operations. The consolidated financial highlights include the accounts of the Funds Subsidiary. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information for the Fund has been derived
from the consolidated financial statements audited by McGladrey LLP, whose report, along with the Funds consolidated financial statements, are included in the Funds September 30, 2013 annual report, which is available upon request.
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period
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Class I
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Year Ended
September 30,
2013
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Period Ended
September 30,
2012
(1)
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Net asset value, beginning of period
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$10.00
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$10.00
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Activity from investment operations:
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Net investment loss
(2)
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(0.06)
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Net realized and unrealized loss on investments
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(1.47)
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Total from investment operations
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(1.53)
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Net asset value, end of period
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$8.47
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$10.00
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Total return
(3)
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(16.39)%
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0.00%
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Net assets, at end of period (000s)
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$15
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$1
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Ratio of gross expenses to average net assets
(4)(8)
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1,536.25%
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4,178.45%
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(5)
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Ratio of net expenses to average net assets
(8)
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1.10%
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0.00%
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(5)
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Ratio of net investment loss to average net assets
(7)
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(1.08)%
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0.00%
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(5)
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Portfolio Turnover Rate
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0%
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0%
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(6)
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(1)
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The Equinox Crabel Strategy Fund commenced operations on April 19, 2012.
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(2)
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Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
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(3)
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Total returns are historical and assume changes in share price and reinvestment of dividends and distributions. Total returns for periods of less than one year are not
annualized.
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(4)
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Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Advisor.
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(7)
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Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying exchange traded funds in which the Fund invests.
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(8)
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Does not include the expenses of other investment companies in which the fund invests.
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28
Equinox Crabel Strategy Fund
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Adviser
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Equinox Fund Management, LLC
1775 Sherman Street, Suite 2500
Denver, CO
80203
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Independent Registered Public Accountant
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McGladrey LLP
555 Seventeenth Street
Suite 1000
Denver, CO 80202-3910
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Custodian
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U.S. Bank, N.A.
1555 N. River Center Drive
Milwaukee, WI 53212
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Distributor
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Northern Lights Distributors, LLC
17605 Wright Street
Omaha, Nebraska 68130
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Legal Counsel
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Pepper Hamilton LLP
3000 Two
Logan Square
18th & Arch Streets
Philadelphia, PA 19103
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Transfer Agent
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Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, NE 68130
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Additional information about the Fund is included in the Funds SAI. The SAI is incorporated into this Prospectus by reference
(i.e., legally made a part of this Prospectus). The SAI provides more details about the Funds policies and management. Additional information about the Funds investments will also be available in the Funds Annual and Semi-Annual
Reports to Shareholders. In the Funds Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year.
To obtain a free copy of the SAI and, when issued, the Annual and Semi-Annual Reports to Shareholders, or other information about the Fund, or to make shareholder
inquiries about the Fund, please call 1-888-643-3431 or visit the Funds website at
www.EquinoxFundManagement.com.
You may also write to:
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Address for Regular Mail:
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Address for Overnight Mail:
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Equinox Crabel Strategy Fund
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154
1-888-643-3431
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Equinox Crabel Strategy Fund
c/o Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
1-888-643-3431
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You may review and obtain copies of the Funds information at the SEC Public Reference Room in Washington, D.C. Please call
1-202-551-8090 for information relating to the operation of the Public Reference Room. Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov. Copies of the information
may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520.
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Investment Company Act File #
811-22447
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EQUINOX CHESAPEAKE STRATEGY FUND OF EQUINOX FUNDS TRUST CLASS I SHARES: EQCHX
PROSPECTUS I FEBRUARY 1, 2014
Equinox Chesapeake Strategy Fund of Equinox Funds Trust
Class I Shares:
EQCHX
Advised by:
Equinox Fund Management, LLC
1775 Sherman Street, Suite 2500
Denver, CO 80203
1-888-643-3431
This Prospectus provides important information about the Fund that you should know before investing. Please read it carefully and keep it for
future reference.
The U.S. Securities and Exchange Commission and the Commodity Futures Trading Commission have not approved or
disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
FUND SUMMARY
Investment Objective:
The Equinox Chesapeake Strategy Fund (the Fund) seeks to achieve long-term capital appreciation.
Fees and Expenses of the Fund:
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
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Class I
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Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)
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None
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Maximum Deferred Sales Charge (Load)
(as a % of original purchase price)
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None
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Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions
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None
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Redemption Fee
(as a % of amount redeemed, if sold before 30 days)
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None
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(1)
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Annual Fund Operating Expenses
(expenses that
you pay each year as a percentage of the value of your investment)
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Class I
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Management
Fees
(2)
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0.75%
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Distribution and/or Service (12b-1) Fees
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None
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Other
Expenses
(3)
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4.69%
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Acquired Fund Fees and Expenses
(4)
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0.04%
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Total Annual Fund Operating Expenses
(
4
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,
(
5)
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5.48%
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Fee Waiver and/or Expense Reimbursement
(5)
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(4.34)%
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Total Annual Fund Operating Expenses (after Fee Waiver and/or Expense Reimbursement)
(5)
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1.14%
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(1)
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The Funds transfer agent charges a $15.00 fee for each wire redemption.
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(2)
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Management Fees include a management fee paid to Equinox Fund Management, LLC (the Adviser) by the Funds consolidated wholly-owned subsidiary
(Subsidiary) at the annual rate of 0.75% of the Subsidiarys average daily net assets. The Adviser has contractually agreed, for so long as the Fund invests in the Subsidiary, to waive the management fee it receives from the Fund in
an amount equal to the management fee paid to the Adviser by the Subsidiary.
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(3)
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This item does not include management fees paid by the Subsidiary to the Adviser, which are included in Management fees in the table above. Other Expenses
does not include costs associated with any over-the-counter derivatives that provide the Fund with exposure to the Chesapeake Program, which is the primary manner in which the Fund intends to gain exposure to the Chesapeake Program. Costs associated
with such derivative instruments include any fee paid to the Funds counterparty and the fees and expenses associated with the Chesapeake Program referenced by such derivative instruments. Such costs are included in the return of any such
derivative instruments and, therefore, represent an indirect cost of investing in the Fund. The Funds investment in the Chesapeake Program is currently subject to performance-based incentive fees equal to 10.0% of new high net trading profits
and is not subject to any management or other fees payable to Chesapeake other than the performance-based incentive fee. The Fund does not anticipate that it will pay fees to derivative counterparties in the fiscal year 2014 in excess of 0.50%
(annualized) of the notional exposure to the Chesapeake Program provided by the relevant derivative instrument. The Funds investment in the Chesapeake Program is also subject to certain derivative trading costs, including brokerage commissions
and various exchange fees. The Fund indirectly bears such expenses in the form of reduced returns on its investments.
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(4)
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The operating expenses in this fee table will not correlate to the expense ratio in the Funds financial highlights because the financial statements include only the direct
operating expenses incurred by the Fund and do not include Acquired Fund Fees and Expenses. Acquired Fund Fees and Expenses do not include fees and expenses associated with the Funds investments in its Subsidiary or in
any trading company.
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(5)
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The Adviser has contractually agreed to reduce its advisory fee and/or reimburse certain expenses of the Fund, to ensure that the Funds total annual operating expenses,
excluding (i) taxes, (ii) interest, (iii) extraordinary items, (iv) Acquired Fund Fees and Expenses, (v) any expenses of the Subsidiary including trading company expenses, (vi) any class specific fees and
expenses, and (vii) brokerage commissions, do not exceed, on an annual basis, 1.10% of the Funds average daily net assets. The Adviser has contractually agreed to reduce its fees and/or reimburse expenses of the Fund until at least
January 31, 2015. This agreement may be terminated only by the Funds Board of Trustees on 60 days written notice to the Adviser. The Adviser shall be entitled to recover, subject to approval by the Board of Trustees of the Trust,
such waived or reimbursed amounts for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to
certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement.
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Expense Example:
This Example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Class I
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$
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116
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$
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1,249
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$
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2,372
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$
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5,129
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Portfolio Turnover:
The Fund pays transaction costs, such as commissions, when it buys and
sells securities or derivative instruments (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs
(which are not reflected in Annual Fund Operating Expenses in the table above or in the Example) affect the Funds performance. For the fiscal period ended September 30, 2013 the Funds portfolio turnover rate was 298% of
the average value of its portfolio.
Principal Investment Strategies:
Please refer to the section entitled
Key Terms below for additional information on highlighted terms.
The Fund pursues its investment objective by making a combination of
investments (i) directly in an actively managed fixed-income portfolio and (ii) indirectly through its wholly-owned subsidiary (the Subsidiary) in
trading companies
that employ the
managed futures
program
of Chesapeake Capital Corporation (Chesapeake), a commodity trading adviser (CTA) registered with the U.S. Commodity Futures Trading Commission and/or derivative instruments such as swap agreements that
provide exposure to the
managed futures program
of Chesapeake (the Chesapeake Program). The Chesapeake Program is a long-term
trend following
program that utilizes trading systems across a broadly diversified
set of markets with a
systematic
investment approach, focusing on capital preservation while attempting to provide positive annual returns. The Chesapeake Program analyzes markets, including price movement, market volatility,
open interest,
and volume, as a means of predicting market opportunity and discovering any repeating patterns in past historical prices. The scope of markets that may be accessed by the Chesapeake Program includes stock indices, single
stock futures, interest rates, currencies, and commodities.
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Derivative Instruments:
As a principal investment strategy, the Fund or the Subsidiary will either (i) invest in one or more
trading companies that use a variety of derivative instruments including swap agreements, exchange-traded futures and option contracts and forward contracts to gain exposure to a wide variety of global markets for currencies, interest rates, stock
market indices, energy resources, metals and agricultural products and to hedge price risk; (ii) enter into swap agreements that provide exposure to the Chesapeake Program; or (ii) invest in some combination of (i) and (ii). In
general, a derivative contract typically involves leverage, i.e., it provides exposure to potential gain or loss from a change in the level of the market price of a security, currency or commodity (or a basket or index) in a notional amount that
exceeds the amount of cash or assets required to establish or maintain the derivative contract. A trading company may take a long or short position in such market. The Fund or its Subsidiary may also invest in a variety of derivative instruments.
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To the extent the Fund employs derivatives to gain exposure to the Chesapeake Program, it is anticipated that the Fund
will utilize a total return swap (a Swap), a type of derivative instrument designed to replicate the aggregate returns of the Chesapeake Program. Any Swap will be based on a notional amount agreed upon by the Adviser and a counterparty.
The Adviser will retain the ability to adjust the notional exposure of the Swap at its discretion. Generally, the fees and expenses of a Swap are based on the notional value of the Swap. The value of the Swap typically includes a deduction for fees
of the counterparty as well as performance fees payable to Chesapeake. The Funds investment in the Chesapeake Program is currently subject to performance-based incentive fees equal to 10.0% of new high net trading profits. Because the Swap is
designed to replicate the returns of the Chesapeake Program, the performance of the Fund will primarily depend on the ability of the Chesapeake Program to generate returns in excess of the costs of the relevant Swap(s).
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Cash and Fixed-Income Securities:
The Fund will also invest in cash, cash equivalents or securities issued by the U.S. government
with one year or less term to maturity for liquidity purposes, and to serve as margin or collateral for the derivatives positions of the Fund or the Subsidiary to the extent necessary. The Fund may also invest, to the extent permitted by the 1940
Act and rules under it, in money market funds.
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Subsidiary:
Investments in the Subsidiary, which has the same investment objective as the Fund, are intended to provide the Fund
with indirect exposure to futures contracts and commodities in a manner consistent with the limitations and requirements of the Internal Revenue Code of 1986, as amended (the Code) that apply to the Fund which
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limit the amount of income the Fund may receive from certain sources. Applicable federal tax requirements generally limit the degree to which the Fund may invest in the Subsidiary to an amount
not exceeding 25% of its total assets. To the extent they are applicable to the investment activities of the Subsidiary, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and
procedures, as the Fund.
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KEY TERMS
A
Managed Futures Program
generally is a trading
program that a CTA uses to guide its investments in futures, forwards, options or spot contracts. Each of these investments may be tied to a particular asset class: commodities, equities, fixed income or foreign currencies. A managed futures program
may use one or a combination of trading strategies, including those described below.
A futures contracts
Open Interest
is the total number of the contracts long or short in a delivery month or market that has been entered into and not yet liquidated by an offsetting transaction or fulfilled by delivery.
Systematic Trading
is a trading strategy that employs computer-driven, mathematical models to identify when to buy or
sell an instrument according to rules determined before a trade is made; generally with little or no human intervention once a mathematical formula has been entered.
Technical Analysis
is a method of evaluating an investment opportunity by using charts or computer programs to
identify patterns in market data, such as price change, rates of change, and changes in volume of trading, open interest and other statistical indicators, in order to project the direction that a market or the price of an investment will move.
Technical analysis does not take into account fundamental market factors, such as supply and demand.
A
Trading
Company
is a pooled investment vehicle organized as a limited liability company and operated as a commodity pool.
A
Trend Following
strategy generally seeks to identify the general direction of one or more global market segments (either up or down) using indicators such as current market prices and moving average
prices, and buy or sell investments based on the assessment of these trade signals as determined before a trade is made. Trend-following generally focuses on the direction an investment or global market segment already has gone and not on the
direction it may go.
The Funds return will be derived principally from changes in the value of securities held in the Funds portfolio
(including its investment in the Subsidiary), and the Funds assets will consist principally of securities. The Fund is non-diversified, which means that it can invest a greater percentage of its assets in any one issuer than a diversified
fund. The Adviser may engage in frequent buying and selling of portfolio holdings to achieve the Funds investment objective.
Principal Investment Risks:
As with all mutual funds, there is the risk that you could lose money through your investment in the Fund. In general, the Funds investment strategies involve greater risks than
the strategies used by a typical mutual fund. Many factors affect the Funds net asset value and performance.
The following describes some
of the risks the Fund may bear through direct investments in securities and derivatives as well as indirectly through its investment in the Subsidiary.
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Chesapeake Program Strategy Risk.
The profitability of any Fund investment in the Chesapeake Program depends primarily on the
ability of Chesapeake to anticipate price movements in the relevant markets and underlying derivative instruments and futures contracts. Such price movements may be influenced by, among other things:
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changes in interest rates;
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governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies;
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weather and climate conditions;
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natural disasters, such as hurricanes;
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changing supply and demand relationships;
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changes in balances of payments and trade;
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U.S. and international rates of inflation and deflation;
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currency devaluations and revaluations;
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U.S. and international political and economic events; and
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changes in philosophies and emotions of various market participants.
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The Chesapeake Program may not take all of these factors into account. In addition, the Fund will
indirectly bear the expenses, including incentive fees and transaction fees, associated with the Chesapeake Program through reduced returns.
The successful use of forward and futures contracts draws upon Chesapeakes skill and experience with respect to such instruments and are subject to special risk considerations. The primary risks associated
with the use of futures contracts are:
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Futures and forward contracts have a high degree of price variability and are subject to occasional rapid and substantial changes;
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the imperfect correlation between the change in market value of the forward or futures contract; and the market value of the reference assets with respect to
such contracts;
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possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired;
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possible market disruption or other extraordinary events, including but not limited to, governmental intervention;
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losses caused by unanticipated market movements, which are potentially unlimited;
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Chesapeakes inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors;
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the possibility that the counterparty will default in the performance of its obligations; and
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if the Fund or any trading company has insufficient cash, it may either have to sell securities from its portfolio to meet daily variation margin requirements
with respect to its derivative instruments or close certain positions at a time when it may be disadvantageous to do so
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The use of futures contracts, forward contracts and derivative instruments will have the economic effect of financial leverage. Financial leverage
magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Chesapeake Program (and indirectly the Fund through its investment exposure to the Chesapeake Program) will
have the potential for greater losses, as well as the potential for greater gains, than if the Chesapeake Program did not employ leverage in its investment activity. Leveraging tends to magnify, sometimes significantly, the effect of any increase or
decrease in the Chesapeake Programs exposure to an asset class and may cause the value of the Funds securities or related derivatives instruments to be volatile. Accordingly, the Funds NAV may be volatile because of its investment
exposure to the Chesapeake Program.
There is no assurance that the Funds investment in a derivative instrument or trading company
with leveraged exposure to certain investments and markets will enable the Fund to achieve its investment objective.
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Commodities Risk.
Exposure to the commodities markets (including financial futures markets) may subject the Fund through its
investment in the Subsidiary to greater volatility than investments in traditional securities. Prices of commodities and related contracts may fluctuate significantly over short periods for a variety of reasons, including changes in interest rates,
supply and demand relationships and balances of payments and trade; weather and natural disasters; and governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies. The commodity markets are subject to temporary
distortions and other disruptions. U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day. Limit prices have the effect of
precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices.
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Derivatives Risk.
Derivatives include instruments and contracts that are based on, and are valued in relation to, one or more
underlying securities, financial benchmarks or indices, such as futures, options, swap agreements and forward contracts. Derivatives typically have economic leverage inherent in their terms. Such leverage will magnify any losses. See
Leverage/Volatility Risk below. The primary types of derivatives in which the Fund, its Subsidiary or a trading company invest in are swap agreements, futures contracts and forward contracts. Futures contracts, forward contracts and swap
agreements can be highly volatile, illiquid and difficult to value, and changes in the value of such instruments held directly or indirectly by the Fund may not correlate with the underlying instrument or reference assets, or the Funds other
investments. Although the value of futures contracts, forward contracts and swap agreements depend largely upon price movements in the underlying instrument or reference asset, there are additional risks associated with futures contracts, forward
contracts and swap agreements that are possibly greater than the risks associated with investing directly in the underlying instruments or reference assets, including illiquidity risk,
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leveraging risk and counterparty credit risk. A small position in futures contracts, forward contracts or swap agreements could have a potentially large impact on the Funds performance.
Trading restrictions or limitations may be imposed by an exchange, and government regulations may restrict trading in swap agreements, futures contracts and options and forward contracts.
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Fixed-Income Risk.
Fixed income securities are subject to credit risk and interest rate risk. Credit risk, as described more fully
below, refers to the possibility that the issuer of a debt security will be unable to make interest payments or repay principal when it becomes due. Interest rate risk refers to fluctuations in the value of a debt security resulting from changes in
the general level of interest rates. Prices of fixed income securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect fixed income security prices and, accordingly, the Funds returns and
share price. In addition, the Fund may be subject to call risk, which is the risk that during a period of falling interest rates the issuer may redeem a security by repaying it early (which may reduce the Funds income if the
proceeds are reinvested at lower interest rates), and extension risk, which occurs during a rising interest rate environment because certain obligations will be paid off by an issuer more slowly than anticipated (causing the value of
those securities held by the Fund to fall).
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Counterparty Risk.
Many of the derivative contracts entered into by the Fund, the Subsidiary or a trading company will be privately
negotiated in the over-the-counter market. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Fund to the risk that a
counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a
loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent the Fund or a trading company deals with a limited number of
counterparties, it will be more susceptible to the credit risks associated with those counterparties. The Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one
counterparty. The ability of the Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.
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Credit Risk.
Credit risk refers to the possibility that the issuer of the security or a counterparty in respect of a derivative
instrument will not be able to satisfy its payment obligations to the Fund when due. Changes in an issuers credit rating or the markets perception of an issuers creditworthiness may also affect the value of the Funds
investment in that issuer. Securities rated in the four highest categories by the rating agencies are considered investment grade but they may also have some speculative characteristics. Investment grade ratings do not guarantee that bonds will not
lose value or default. In addition, the credit quality of securities may be lowered if an issuers financial condition changes.
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Currency Risk.
The Funds exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in
value relative to the U.S. Dollar, or, in the case of short positions, that the U.S. Dollar will decline in value relative to the currency that the Fund is short. Currency rates in foreign countries may fluctuate significantly over short
periods of time for any number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad.
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Emerging Market Risk.
The Fund intends to have exposure to emerging markets due to the Chesapeake Programs investments in
certain stock index futures and foreign exchange instruments. Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. Investments in emerging markets may be considered speculative.
Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging financial markets have far lower trading volumes and less liquidity than developed
markets.
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Foreign Market Risk.
As a general rule, there is less legal and regulatory protection for investors in foreign markets than that
available domestically. Additionally, trading on foreign exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. Some foreign
derivative markets are so-called principals markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing
corporation. International trading activities are subject to foreign exchange risk.
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General Market Risk.
The Funds net asset value (NAV) and investment return will fluctuate based upon changes in
the value of its portfolio securities. You could lose money on your investment in the Fund, or the Fund could underperform other investments.
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Government Intervention and Regulatory Changes.
The recent instability in financial markets has led the government to take a number
of unprecedented actions designed to support certain financial institutions and segments of the financial markets that are exposed to extreme volatility and in some cases lack of liquidity. For example, the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the Dodd-Frank Act) (which was passed into law in July 2010) significantly revises and expands the rulemaking, supervisory and enforcement authority of federal bank, securities and commodities regulators. It is unclear
how these regulators will exercise these revised and expanded powers and whether they will undertake rulemaking, supervisory or enforcement actions that would adversely affect the Fund or investments made by the Fund. There can be no assurance that
future regulatory actions authorized by the Dodd-Frank Act will not adversely impact the Fund. Major changes resulting from the Dodd-Frank Act or other legislative or regulatory actions could materially affect the profitability of the Fund or the
value of investments made by the Fund or force the Fund to revise its investment strategy or divest certain of its investments. Any of these developments could expose the Fund to additional costs, taxes, liabilities, enforcement actions and
reputational risk.
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In addition, the Dodd-Frank Act established a new regulatory structure for derivatives. If more
restrictive position limits are imposed on investors in the commodity futures and other derivative markets, the Chesapeake Program or other managed futures programs in which trading companies invest, and as a result, the Fund, may be adversely
affected. Similarly, changes in the regulation of foreign currency-related trading arising from the Dodd-Frank Act may make such trading more expensive for the Fund, and otherwise limit the Funds ability to engage in such trading, which could
adversely affect the Fund.
In 2012, the CFTC adopted certain rule amendments that significantly affected the exemptions from CFTC
regulations that were available to the Fund and its Subsidiary. Effective January 1, 2013, the Fund and its Subsidiary are subject to CFTC regulations because of these changes. At the time of the CFTCs adoption of the rule amendments,
Equinox was (and continues to be) registered as a commodity pool operator (CPO) and, accordingly, is subject to CFTC regulations. On August 13, 2013, the CFTC adopted final rules to harmonize the compliance obligations
of CPOs with respect to commodity pools that are also registered investment companies under the 1940 Act. Under the final harmonization rules, the CPOs of such commodity pools may elect substituted compliance whereby such CPOs will be
deemed to have substantially satisfied the CFTC-mandated disclosure, reporting and recordkeeping obligations by complying with the SECs disclosure, reporting and recordkeeping regime under the 1940 Act, in lieu of complying with the
CFTCs alternative requirements. The Fund intends to utilize the substituted compliance option.
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High Indirect Fees and Expenses.
Your cost of investing in the Fund may be higher than the cost of investing in other mutual funds
that invest directly in the types of instruments traded by the Chesapeake Program. In addition to the Funds direct fees and expenses, you will indirectly bear fees and expenses paid by the Subsidiary and by a trading company, including
performance-based fees associated with the Chesapeake Program, commodity brokerage commissions and operating expenses. Any investment in the Chesapeake Program is expected to be subject to performance-based fees.
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Leverage/Volatility Risk.
The use of leverage by the Fund (or trading companies in which the Fund invests) will cause the value of
the Funds shares to be more volatile than if the Fund did not employ leverage. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities or other investments.
Relatively small market movements may result in large changes in the value of a leveraged investment. The potential loss on such leveraged investments may be substantial relative to the initial investment therein. Furthermore, derivative instruments
and futures contracts are highly volatile and are subject to occasional rapid and substantial fluctuations. Consequently, you could lose all or substantially all of your investment in the Fund should the Funds trading positions suddenly turn
unprofitable.
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The Funds NAV is expected over short-term periods to be volatile because of the significant use of
direct and indirect investments that have a leveraging effect. Volatility is a statistical measurement of the magnitude of up and down asset price fluctuations over time. Rapid and dramatic price swings will result in high volatility. The
Funds returns are expected to be volatile; however, the actual or realized volatility level for longer or shorter periods may be materially higher or lower depending on market conditions and investors may suffer a significant and possibly a
complete loss on their investment in the Fund.
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Liquidity Risk.
The Fund is subject to liquidity risk primarily due to its investments in derivatives. Investments in illiquid
securities or derivative instruments involve the risk that the Fund may be unable to sell the security or derivative instrument or sell it at a reasonable price.
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Management Risk.
The Advisers judgments about the attractiveness, value and potential positive or negative performance of the
Chesapeake Program or any particular security or derivative in which the Fund invests or sells short may prove to be inaccurate and may not produce the desired results.
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Non-Diversification Risk.
The Fund is a non-diversified investment company, which means that more of the Funds assets may be
invested in the securities of a single issuer than could be invested in the securities of a single issuer by a diversified investment company. The Fund has a greater potential to realize losses upon the occurrence of adverse events affecting a
particular issuer.
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OTC Trading Risk.
Certain of the derivatives in which the Fund may invest may be traded (and privately negotiated) in the
over-the-counter or OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result and similar to other privately negotiated contracts, the Fund is
subject to counterparty credit risk with respect to such derivative contracts.
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Performance Fees.
The performance-based fees indirectly paid to Chesapeake may create an incentive for Chesapeake to make
investments that are riskier or more speculative than those they might have made in the absence of such performance-based fees. In addition, because performance-based fees will generally be calculated on a basis that includes unrealized trading
profits of the Chesapeake Program, the fee may be greater than if it were based solely on realized gains. Positive performance of the Funds investments in the Chesapeake Program is expected to result in performance-based compensation being
paid to Chesapeake, which will be borne indirectly by the Fund, even if the Funds overall returns are negative. Further, because performance fees are frequently calculated on a quarterly basis (and, in some cases, upon a withdrawal of capital
from a trading company), it is possible that Chesapeake could earn a performance fee in a year in which its overall performance for the whole year was negative.
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Portfolio Turnover Risk.
The Fund may frequently buy and sell portfolio securities and other assets to rebalance the Funds
exposure to various market sectors. Higher portfolio turnover may result in the Fund paying higher levels of transaction costs and generating greater tax liabilities for shareholders. Portfolio turnover risk may cause the Funds performance to
be less than you expect.
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Regulatory risk.
Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely
affect the issuer, or market value, of an instrument held by the Fund, its Subsidiary or a trading company, or that could adversely impact the Funds performance.
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Subsidiary Risk.
The Subsidiary will not be registered under the Investment Company Act of 1940, as amended (1940 Act)
and, unless otherwise noted in this Prospectus, will not be subject to all of the investor protections of the 1940 Act. Thus, the Fund, as an investor in the Subsidiary, will not have all of the protections offered to investors in registered
investment companies. Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and Subsidiary, respectively, are organized, could result in the inability of the Fund and/or Subsidiary to operate as described in this
Prospectus and could negatively affect the Fund and its shareholders. For example, Cayman Islands law does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary.
If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands governmental authority taxes, Fund shareholders would likely suffer decreased investment returns.
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Performance:
The bar chart illustrates the risks of investing in the Fund by showing how the Funds
average annual returns through December 31, 2013 compare with those of a broad measure of market performance. The Average Annual Total Returns table also demonstrates these risks by showing how the Funds average annual returns compare
with those of a broad measure of market performance. Remember, the Funds past performance, before and after
7
taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance information will be available at no cost by calling the Fund toll-free at 888-643-3431.
Calendar Year Returns as of December 31,
During the period shown in the bar chart, the best performance for a quarter was 21.04% (for the quarter ended December 31,
2013). The worst performance was (2.76)% (for the quarter ended June 30, 2013).
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Average Annual Total Returns
For the periods ended December 31, 2013
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One Year
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Since
Inception*
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Class I shares
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Return Before Taxes
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25.86%
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10.47%
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Return After Taxes on Distributions
1
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25.86%
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10.47%
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Return After Taxes on Distributions and Sale of Fund Shares
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14.63%
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8.01%
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S&P 500 Total Return Index
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32.39%
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24.45%
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Barclays BTOP50 Index
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0.77%
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(1.04)%
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*
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The Equinox Chesapeake Strategy Fund commenced operations on April 19, 2012.
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1
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After-tax returns are based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes;
actual after-tax returns depend on an individual investors tax situation and may differ from those shown. If you own shares of the Fund in a tax-deferred account, such as an individual retirement account or a 401(k) plan, this information is
not applicable to your investment. A higher after-tax return results when a capital loss occurs upon redemption and translates into an assumed tax deduction that benefits the shareholder.
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Investment Adviser:
Equinox Fund Management, LLC
Portfolio Managers:
The portfolio management team has included the following members
since 2013:
Purchase and Sale of Fund Shares:
The minimum initial investment in Class I Shares of the Fund is $25,000,
with no minimum subsequent investment. You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemptions requests may be made in writing, by telephone, or through a financial intermediary and will be
paid by check or wire transfer.
Tax Information:
The Fund intends to make distributions that
may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary
income or capital gains once they are withdrawn from the tax-deferred account.
8
Payments to Broker-Dealers and Other Financial
Intermediaries:
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related
services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys
website for more information.
ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
Investment
Objective:
The Fund seeks to achieve long-term capital appreciation. The Funds investment objective is a non-fundamental policy and may be
changed upon 60 days written notice to shareholders. There is no guarantee that the Fund will achieve its investment objective.
Principal Investment Strategies:
The Fund pursues its investment objective by making a combination of investments (i) directly in an
actively managed fixed-income portfolio and (ii) indirectly through its Subsidiary in trading companies that employ the managed futures program of Chesapeake, a CTA registered with the U.S. Commodity Futures Trading Commission and/or derivative
instruments such as swap agreements that provide exposure to the Chesapeake Program.
The Chesapeake Program is a long-term trend following program that
utilizes robust trading systems across a broadly diversified set of markets with a systematic investment approach, focusing on capital preservation while attempting to provide positive annual returns. By engaging a diversified set of markets and
robust trading systems, the Chesapeake Program seeks to maximize the profit in each trade by following its trading models generally without human intervention and regardless of market conditions.
The Chesapeake Program analyzes markets, including price movement, market volatility, open interest, and volume, as a means of predicting buy and sell opportunities
and discovering any repeating patterns in past historical prices. The Chesapeake Program analyzes a large number of statistical and mathematical formulas and techniques (based on an extensive proprietary and confidential database of market
statistics) to search for patterns in data and to develop, use and monitor trading strategies. The Chesapeake Program places primary emphasis on technical analysis in assessing buy and sell opportunities.
Trading decisions implemented in accordance with the Chesapeake Program are based on a combination of Chesapeakes trading systems, techniques used to predict
market directions, trading discretion, judgment and experience and on market opportunities. The Chesapeake Programs trading methodology is both systematic and strategic. Trading decisions require the exercise of strategic judgment by
Chesapeake in evaluating its trading methods that use technical analysis, in their possible modification from time to time, and in their implementation.
The Funds return will be derived principally from changes in the value of securities held in the Funds portfolio (including its interests in the
Subsidiary), and the Funds assets consist principally of securities. The Fund is non-diversified, which means that it can invest a greater percentage of its assets in any one issuer than a diversified fund.
The Adviser may engage in frequent buying and selling of portfolio holdings to achieve the Funds investment objective.
The Fund invests directly or indirectly through the Subsidiary in the global derivatives markets through its exposure to one or more trading companies or derivative
instruments that employ the Chesapeake Program, which may utilize futures contracts, forward contracts and other derivatives to provide exposure to a variety of global markets for currencies, interest rates, stock market indices, energy resources,
metals and agricultural products.
Because the Fund may invest a substantial portion of its assets in the Subsidiary, which may hold some of the
investments described in this Prospectus, the Fund may be considered to be investing indirectly in some of those investments through its Subsidiary. For that reason, references to the Fund may also include the Subsidiary.
To the extent the Fund utilizes, or otherwise gains exposure through its investment in a trading company, futures contracts, forward contracts and derivatives,
these instruments will have the economic effect of financial leverage. Financial leverage magnifies exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Fund will have the
potential for greater gains, as well as the potential for greater losses, than if the Fund did not employ leverage in its investment activity. Leveraging tends to magnify, sometimes significantly, the effect of any increase or decrease in the
Funds exposure to an asset class and may cause the Funds NAV to be volatile. For example, if the Adviser seeks to gain enhanced exposure to a specific asset class
9
through a direct or indirect investment providing leveraged exposure to the class and that investment increases in value, the gain to the Fund will be magnified; however, if that investment
decreases in value, the loss to the Fund will be magnified. There is no assurance that the Funds leveraged exposure to certain investments will enable the Fund to achieve its investment objective.
To the extent the Fund employs derivatives to gain exposure to the Chesapeake Program, it is anticipated that the Fund will utilize a total return swap (a
Swap), a type of derivative instrument designed to replicate the aggregate returns of the Chesapeake Program. Any Swap will be based on a notional amount agreed upon by the Adviser and a counterparty. The Adviser will retain the ability
to adjust the notional exposure of the Swap at its discretion. Generally, the fees and expenses of a Swap are based on the notional value of the Swap. The value of the Swap typically includes a deduction for fees of the counterparty as well as
performance fees payable to Chesapeake. The Funds investment in the Chesapeake Program is currently subject to performance-based incentive fees equal to 10.0% of new high net trading profits. Because the Swap is designed to replicate the
returns of the Chesapeake Program, the performance of the Fund will primarily depend on the ability of the Chesapeake Program to generate returns in excess of the costs of the relevant Swap(s).
The Adviser expects the Funds NAV over short-term periods to be volatile because of the significant use, either directly or through a trading company, of
investments that have a leveraging effect. Volatility is a statistical measurement of the magnitude of up and down asset price fluctuations over time. Rapid and dramatic price swings will result in high volatility. The Funds returns are
expected to be volatile; however, the actual or realized volatility level for longer or shorter periods may be materially higher or lower depending on market conditions.
The Subsidiary:
Investments in the Subsidiary, which has the same investment objective as the Fund, are
expected to provide the Fund with exposure to futures contracts and commodities in a manner consistent with the limitations of the federal tax requirements that apply to the Fund to maintain its qualification as a Regulated Investment Company (a
RIC). In addition, applicable federal tax requirements generally limit the degree to which the Fund may invest in the Subsidiary to an amount not exceeding 25% of its total assets. Investments in the Subsidiary are intended to provide
the Fund with exposure to the Chesapeake Program in a manner consistent with the limitations of the federal tax requirements that apply to the Fund. It is expected that the Subsidiary will invest primarily in swap contracts or trading companies
which is intended by the Adviser to provide similar exposure to the global derivatives market but also may invest in commodity and financial futures and options, fixed income securities and other investments intended to serve as margin or collateral
for the Subsidiarys derivatives positions. Please refer to the Statement of Additional Information for more information about the organization and management of the Subsidiary.
Investment in the Subsidiary is expected to provide the Fund with exposure to the commodities markets within the limitations of the federal tax requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended (the Code). Subchapter M requires, among other things, that at least 90% of the Funds income be derived from securities or derived with respect to its business of investing in securities (typically referred to as
qualifying income). Income from certain of the commodity-linked derivatives in which the Fund invests may not be treated as qualifying income for purposes of the 90% income requirement. The Fund is aware of certain private
letter rulings from the Internal Revenue Service issued to other mutual funds, which indicate that income from the funds investment in a subsidiary will constitute qualifying income for purposes of Subchapter M; however, the Fund
has not itself received or applied for private letter ruling from the Internal Revenue Service and does not intend to apply for such a ruling. Private letter rulings are not precedent and are not binding on the Internal Revenue Service except to the
entity receiving the private letter ruling. Therefore, if the Internal Revenue Service challenges the position taken by the Fund that the income is qualifying income, it may not prevail and would lose its status as a RIC. See More Information
About Taxes Tax Risks of Investing in the Fund.
As with the Fund, the Adviser is responsible for the Subsidiarys day-to-day business
pursuant to an investment advisory agreement with the Subsidiary. Under this agreement, the Adviser provides the Subsidiary with the same type of management services, under the same terms, as are provided to the Fund. The investment advisory
agreement of the Subsidiary provides for automatic termination upon the termination of the investment advisory agreement with respect to the Fund. The Subsidiary has also entered into separate contracts for the provision of custody, transfer agency,
and audit services with the same service providers that provide those services to the Fund. The Fund pays the Adviser a fee for its services. The Adviser has contractually agreed to waive the management fee it receives from the Fund in an amount
equal to the management fee paid to the Adviser by the Subsidiary. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary, and may not be terminated by the Adviser unless the Adviser first obtains the prior
approval of the Funds Board of Trustees for such termination. The Subsidiary will also bear the fees and expenses incurred in connection with the custody, transfer agency and audit services that it receives. The
10
expenses borne by the Subsidiary are not expected to be material in relation to the value of the Funds assets. The Funds own expenses are reduced to some extent as a result of the
payment of such expenses at the Subsidiary level. Therefore, any duplicative fees for similar services provided to the Fund and Subsidiary are not material.
To the extent they are applicable to the investment activities of the Subsidiary, the Subsidiary will be managed pursuant to compliance policies and procedures that are the same, in all material respects, as the
policies and procedures adopted by the Fund. As a result, the Adviser, in managing the Subsidiarys portfolio, is subject to the same investment policies and restrictions that apply to the management of the Fund, and, in particular, to the
requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiarys portfolio investments and shares of the Subsidiary. These policies and restrictions are described in detail in the
Funds Statement of Additional Information. The Funds Chief Compliance Officer oversees implementation of the Subsidiarys policies and procedures, and makes periodic reports to the Funds Board regarding the Subsidiarys
compliance with its policies and procedures.
Principal Investment Risks:
The risk descriptions below provide a more detailed explanation of the principal investment risks that correspond to the risks described in the Fund Summary section
of this Prospectus. In general, the Funds investment strategies involve greater risks than the strategies used by a typical mutual fund. The following describes the common risks of the Fund.
Chesapeake Program Strategy Risk:
The profitability of any
Fund investment in the Chesapeake Program depends primarily on the ability of Chesapeake to anticipate price movements in the relevant markets and underlying derivative instruments and futures contracts. Such price movements may be influenced by,
among other things:
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changes in interest rates;
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governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies;
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weather and climate conditions;
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natural disasters, such as hurricanes;
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changing supply and demand relationships;
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changes in balances of payments and trade;
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U.S. and international rates of inflation and deflation;
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currency devaluations and revaluations;
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U.S. and international political and economic events; and
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changes in philosophies and emotions of various market participants.
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The Chesapeake Program may not take all of these factors into account.
The Chesapeake Program involves actively
trading derivative instruments using a variety of strategies and investment techniques that involve significant risks. Such derivative instruments may include futures, options and forward contracts and other derivative instruments that have inherent
leverage and price volatility that result in greater risk than instruments used by a typical mutual fund, and the systematic programs used to trade them may rely on proprietary investment strategies that are not fully disclosed, which may in turn
result in risks that are not anticipated. In addition, investment in the Chesapeake Program will typically be subject to performance-based fees which further reduce the potential return of the Funds or the Subsidiarys investments. These
costs are in addition to the operating expenses associated with the Fund. The combined impact of these costs will have the effect of reducing the performance of the Fund. Furthermore, performance-based fees may create an incentive for Chesapeake to
make investments that are riskier or more speculative than they might have made in the absence of such arrangements. The Adviser anticipates that any investment in the Chesapeake Program will be subject to performance-based incentive fees of up to
10.0% of new high net trading profits. The Fund, Subsidiary or any trading company is also subject to certain derivative trading costs, including brokerage commissions and various exchange fees.
The use of futures contracts, forward contracts and derivative instruments will have the economic effect of financial leverage. Financial leverage magnifies
exposure to the swings in prices of an asset class underlying an investment and results in increased volatility, which means the Chesapeake Program (and indirectly the Fund through its investment exposure to the Chesapeake Program) will have the
potential for greater losses, as well as the potential for greater
11
gains, than if the Chesapeake Program did not employ leverage in its investment activity. Leveraging tends to magnify, sometimes significantly, the effect of any increase or decrease in the
Chesapeake Programs exposure to an asset class and may cause the value of the Funds investment in the Chesapeake Program to be volatile. Accordingly, the Funds NAV may be volatile because of its investment exposure to the
Chesapeake Program.
The notional value of exposure achieved by the Fund, its Subsidiary or a trading company to the Chesapeake Program is expected to be
leveraged and such exposure may be by a multiple of more than four times the assets of the Subsidiary.
There is no assurance that the Funds
investment in a derivative instrument or trading company with leveraged exposure to certain investments and markets will enable the Fund to achieve its investment objective.
Commodities Risk:
Exposure to the commodities markets (including financial futures markets) may subject the
Fund through its investment in the Subsidiary to greater volatility than investments in traditional securities. The values of commodities and commodity-linked investments are affected by events that might have less impact on the values of stocks and
bonds and have recently experienced periods of significant volatility. Prices of commodities and related contracts may fluctuate significantly over short periods for a variety of reasons, including: changes in interest rates, supply and demand
relationships and balances of payments and trade; weather and natural disasters; governmental, agricultural, trade,
fiscal, monetary and exchange
control programs and policies; acts of terrorism, tariffs and U.S. and international economic, political, military and regulatory developments.
The
commodity markets are subject to temporary distortions or other disruptions. U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices, which may occur during a single business
day. Once a limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous
times or prices. These circumstances could adversely affect the value of the Funds commodity-linked investments.
Derivatives Risk:
Derivatives include instruments and contracts that are based on, and are valued in relation to, one or more underlying securities, financial
benchmarks or indices, such as futures, options, swap agreements and forward contracts. The value of a derivative depends largely upon price movements in the underlying instrument. Many of the risks applicable to trading the underlying instrument
are also applicable to derivatives trading. However, derivatives trading is subject to a number of additional risks. Transactions in certain derivatives are subject to clearance on a U.S. national exchange and to regulatory oversight, while other
derivatives are subject to risks of trading in the over-the-counter markets or on non-U.S. exchanges. A small investment in derivative instruments could have a potentially large impact on the Funds performance. Over-the-counter derivatives are
subject to the risk of mispricing or improper valuation of the derivative.
Liquidity of Futures Contracts
. The
Chesapeake Program utilizes futures as part of its strategy. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as daily
price fluctuation limits or daily limits. Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased
by an amount equal to the daily limit, positions in that contract can neither be entered into nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved beyond the daily limits for
several consecutive days with little or no trading. OTC instruments generally are not as liquid as instruments traded on recognized exchanges. These constraints could prevent the Fund from promptly liquidating unfavorable positions, thereby
subjecting the Fund to substantial losses. In addition, the Commodity Futures Trading Commission (CFTC) and various exchanges limit the number of positions that the Fund may indirectly hold or control in particular commodities.
Non-U.S. Futures Transactions
. Foreign futures transactions involve the execution and clearing of trades on a
foreign exchange. This is the case even if the foreign exchange is formally linked to a domestic exchange, whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization
regulates the activities of a foreign exchange, including the execution, delivery, and clearing of transactions on such an exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of
the foreign country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons, the Fund may not be afforded certain of the protections that apply to domestic transactions. In
particular, funds received to margin foreign futures transactions may not be provided the same protections as funds received to margin futures transactions on domestic exchanges. In addition, the price of any foreign
12
futures or option contract and, therefore, the resulting potential profit or loss, may be affected by any fluctuation in the foreign exchange rate between the time the order is placed and the
foreign futures contract is liquidated or the foreign option contract is liquidated or exercised.
Forward
Contracts
.
The Chesapeake Program may utilize forward contracts that are not traded on exchanges and may not be regulated. There are no limitations on daily price movements of forward contracts. Banks and other dealers
with which the Fund maintains accounts may require that the Fund deposit margin with respect to such trading. The Funds counterparties are not required to continue making markets in such contracts. There have been periods during which certain
counterparties have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (the price at which the counterparty is prepared to buy and that at which it is prepared to sell). Arrangements to
trade forward contracts may be made with only one or a few counterparties, and liquidity problems therefore might be greater than if such arrangements were made with numerous counterparties. The imposition of credit controls by governmental
authorities might limit such forward trading to less than the amount that the Adviser would otherwise recommend, to the possible detriment of the Fund.
Swap Agreements
.
The Fund intends to enter into swap agreements. Swap agreements can be individually negotiated and structured
to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease the Funds exposure to long-term or short-term interest rates, foreign currency values,
corporate borrowing rates, or other factors such as security prices, baskets of securities, or inflation rates. Swap agreements can take many different forms and are known by a variety of names. The Fund is not limited to any particular form of swap
agreement if the Adviser determines that other forms are consistent with the Funds investment objective and policies.
Swap agreements will tend to
shift the Funds investment exposure from one type of investment to another. For example, if the Fund agrees to exchange payments in dollars for payments in foreign currency, the swap agreement would tend to decrease the Funds exposure to
U.S. interest rates and increase its exposure to foreign currency and interest rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the Funds portfolio. The most significant factor in the
performance of swap agreements is the change in the specific interest rate, currency, individual equity values or other factors that determine the amounts of payments due to and from the Fund. If a swap agreement calls for payments by the Fund, the
Fund must be prepared to make such payments when due. In addition, the value of a swap agreement is likely to decline if the counterpartys creditworthiness declines. Such a decrease in value might cause the Fund to incur losses.
Recent market developments related to swaps have prompted increased scrutiny with respect to these instruments. As a result of the Dodd-Frank Act, swaps may in the
future be subject to increased regulation. Such regulation may limit the Funds ability to use swaps and increase the cost of using swaps.
Fixed-Income Risk:
A substantial portion of the Funds
assets may be invested in U.S. Treasuries or other short-term debt obligations. When interest rates change, the value of the Funds fixed-income investments will be affected. Prices of fixed income securities tend to move inversely with changes
in interest rates. Typically, a rise in rates will adversely affect fixed income security prices and, accordingly, the Funds share price. The longer the effective maturity and duration of the Funds portfolio, the more the Funds
share price is likely to react to interest rates. Some fixed income securities give the issuer the option to call, or redeem, the securities before their maturity dates. If an issuer calls its security during a time of declining interest rates, the
Fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. During periods of market illiquidity or rising interest rates,
prices of callable issues are subject to increased price fluctuation. In addition, the Fund may be subject to extension risk, which occurs during a rising interest rate environment because certain obligations will be paid off by an issuer more
slowly than anticipated, causing the value of those securities held by the Fund to fall.
Fixed income investments are also subject to Credit
Risk discussed below.
Counterparty Risk:
Many of the derivatives entered into by the Fund, the Subsidiary or a trading company are not traded on an exchange but instead will be privately negotiated in the
over-the-counter market. This means that these instruments are traded between counterparties based on contractual relationships. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance
with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations
to the Fund, this default will cause the value of an
13
investment in the Fund to decrease. In addition, to the extent the Fund or a trading company deals with a limited number of counterparties, it will be more susceptible to the credit risks
associated with those counterparties. The Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of the Fund to transact business with any one
or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.
In
situations in which the Fund is required to post margin or other collateral with a counterparty, including with a futures commission merchant or a clearing organization for futures or other derivative contracts, the counterparty may fail to
segregate the collateral or may commingle the collateral with the counterpartys own assets. As a result, in the event of the counterpartys bankruptcy or insolvency, the Funds collateral may be subject to the conflicting claims of
the counterpartys creditors and the Fund may be exposed to the risk of being treated as a general unsecured creditor of the counterparty, rather than as the owner of the collateral.
The Fund is subject to the risk that issuers of the instruments in which it invests and trades may default on their obligations, and that certain events may occur that have an immediate and significant adverse
effect on the value of those instruments. There can be no assurance that an issuer will not default, or that an event that has an immediate and significant adverse effect on the value of an instrument will not occur, and that the Fund will not
sustain a loss on a transaction as a result.
Transactions entered into by the Fund may be executed on various U.S. and non-U.S. exchanges, and may be
cleared and settled through various clearing houses, custodians, depositories and prime brokers throughout the world. A failure by any such entity may lead to a loss to the Fund.
Credit Risk:
Credit risk refers to the possibility that the issuer of the security will not be able to make
principal and interest payments when due. Changes in an issuers credit rating or the markets perception of an issuers creditworthiness may also affect the value of the Funds investment in that issuer. The degree of credit
risk depends on both the financial condition of the issuer and the terms of the obligation. Securities rated in the four highest categories (Standard & Poors (S&P) (AAA, AA, A and BBB), Fitch Ratings
(Fitch) (AAA, AA, A and BBB) or Moodys Investors Service, Inc. (Moodys) (Aaa, Aa, A and Baa)) by the rating agencies are considered investment grade but they may also have some speculative characteristics, meaning
that they carry more risk than higher rated securities and may have problems making principal and interest payments in difficult economic climates. Investment grade ratings do not guarantee that bonds will not lose value or default.
If a security issuer defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. Lower credit
quality may lead to greater volatility in the price of a security and in shares of the Fund. Lower credit quality also may affect liquidity and make it difficult to sell the security. Default, or the markets perception that an issuer is likely
to default, could reduce the value and liquidity of securities, thereby reducing the value of your investment in Fund shares. In addition, default may cause the Fund to incur expenses in seeking recovery of principal or interest on its portfolio
holdings.
When the Fund or any trading company invests in over-the-counter derivatives (including options), it is assuming a credit risk with regard to
the party with which it trades and also bears the risk of settlement default. These risks may differ materially from risks associated with transactions effected on an exchange, which generally are backed by clearing organization guarantees, daily
mark-to-market and settlement, segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. Relying on any counterparty
exposes the Fund to the risk that such counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem,
thus causing the Fund to suffer a loss. If any counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease.
In addition, to the extent the Fund or any trading company deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. The Fund is neither
restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty. The ability of the Fund to transact business with any one or number of counterparties and the absence of a
regulated market to facilitate settlement may increase the potential for losses by the Fund.
High Indirect fees and expenses:
Your cost of investing in the Fund may be higher than the cost of investing in other mutual funds that invest directly in the types of instruments traded by the
Chesapeake Program. In addition to the Funds direct fees and expenses, you
14
will indirectly bear fees and expenses paid by the Subsidiary and by a trading company, including performance-based fees associated with the Chesapeake Program, commodity brokerage commissions
and operating expenses. Further, any investment in the Chesapeake Program is expected to be subject to performance-based fees.
Performance fees:
The performance-based fees paid to Chesapeake may create an incentive for Chesapeake to make investments that are riskier or more speculative than
those they might have made in the absence of such performance-based fees. In addition, because performance-based fees will generally be calculated on a basis that includes unrealized trading profits of the Chesapeake Program, the fee may be greater
than if it were based solely on realized gains. Positive performance of the Funds investments in the Chesapeake Program is expected to result in performance-based compensation being paid to Chesapeake, which will be borne indirectly by the
Fund, even if the Funds overall returns are negative. Further, because performance fees are frequently calculated on a quarterly basis (and, in some cases, upon a withdrawal of capital from a trading company), it is possible that Chesapeake
could earn a performance fee in a year in which its overall performance for the whole year was negative.
Currency Risk:
The Funds indirect and direct exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in value relative to the
U.S. Dollar, or, in the case of short positions, that the U.S. Dollar will decline in value relative to the currency that the Fund is short. Currency rates in foreign countries may fluctuate significantly over short periods of time for a
number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad. In addition, the Fund may incur transaction costs in connection with conversions between various
currencies.
Emerging Market Risk:
The Fund
intends to have exposure to emerging markets due to the Chesapeake Programs investments in certain stock index futures and foreign exchange instruments. Investing in emerging markets will, among other things, expose the Fund to all the risks
described below in the Foreign Market Risk section, and you should review that section carefully. However, there are greater risks involved in investing in emerging market countries and/or their financial markets than there are in more developed
countries and/or markets. Generally, economic structures in these countries are less diverse and mature than those in developed countries, and their political systems are less stable. Investments in emerging market countries may be affected by
national policies that restrict foreign investment in certain issuers or industries. The small size of their financial markets and low trading volumes can make investments illiquid and more volatile than investments in developed countries and such
securities may be subject to abrupt and severe price declines. The Fund may be required to establish special custody or other arrangements before investing. In addition, because the securities settlement procedures are less developed in these
countries, the Fund may be required to deliver securities before receiving payment and may also be unable to complete transactions during market disruptions. The possible establishment of exchange controls or freezes on the convertibility of
currency might adversely affect an investment in assets traded in foreign markets.
Foreign Market Risk:
A substantial portion of the trades of the Chesapeake Program are expected to take place on markets or exchanges outside the United States. There is no limit to the
amount of assets of the Fund that may be committed to trading on foreign markets. The risk of loss in trading foreign futures and options on futures contracts can be substantial. Participation in foreign futures and options on futures contracts
involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade or exchange. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals markets in which performance is the
responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or
refusal to perform by the counterparty.
Some foreign markets present additional risk, because they are not subject to the same degree of regulation as
their U.S. counterparts. No U.S. regulatory agency or any domestic exchange regulates activities on any foreign boards of trade or exchanges (such as the execution, delivery and clearing of transactions) or has the power to compel enforcement of the
rules of a foreign board of trade or exchange or of any applicable foreign laws. Similarly, the rights of market participants, in the event of the insolvency or bankruptcy of a foreign market or broker are also likely to be more limited than in the
case of U.S. markets or brokers. As a result, in these markets, there is less legal and regulatory protection than that available domestically.
Additionally, trading on foreign exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local
economic declines and political instability. An adverse development with
15
respect to any of these variables could reduce the profit or increase the loss earned on trades in the affected international markets. International trading activities are subject to foreign
exchange risk.
Government Intervention and Regulatory Changes:
The recent instability in financial markets has led government to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that are exposed to
extreme volatility and in some cases lack of liquidity. For example, the Dodd-Frank Act significantly revises and expands the rulemaking, supervisory and enforcement authority of federal bank, securities and commodities regulators. It is unclear how
these regulators will exercise these revised and expanded powers and whether they will undertake rulemaking, supervisory or enforcement actions that would adversely affect the Fund or investments made by the Fund. Possible regulatory actions taken
under these revised and expanded powers may include actions related to financial consumer protection, proprietary trading and derivatives. There can be no assurance that future regulatory actions authorized by the Dodd-Frank Act will not adversely
impact the Fund. Legislators and regulators in the United States are currently considering a wide range of proposals beyond the Dodd-Frank Act that, if enacted, could result in major changes to the way banking operations are regulated. Some of these
major changes could materially affect the profitability of the Fund or the value of investments made by the Fund or force the Fund to revise its investment strategy or divest certain of its investments. Any of these developments could expose the
Fund to additional costs, taxes, liabilities, enforcement actions and reputational risk.
In addition, the Dodd-Frank Act established a new regulatory
structure for derivatives. The new legislation requires regulators to set minimum capital requirements and minimum initial and variation margin requirements, repeals prior regulatory exemptions for OTC derivatives, provides substantial authority to
the SEC and the CFTC with respect to position limits for certain swaps and may change the standards for determining manipulation. Much of the required rulemaking and regulations have yet to be implemented. Accordingly, the effect of the new
legislation and its impact on the Fund and any trading companies cannot yet be known. If more restrictive position limits are imposed on investors in the commodity futures and other derivative markets, the Chesapeake Program, and as a result, the
Fund, may be adversely affected. Similarly, changes in the regulation of foreign currency-related trading arising from the Dodd-Frank Act may make it more expensive for the Fund and otherwise limit the Funds ability to engage in such trading,
which could adversely affect the Fund.
In 2012, the CFTC adopted certain rule amendments that significantly affected the exemptions from CFTC
regulations that were available to the Fund and its Subsidiary. Effective January 1, 2013, the Fund and its Subsidiary are subject to CFTC regulations because of these changes. At the time of the CFTCs adoption of the rule amendments,
Equinox was (and continues to be) registered as a commodity pool operator (CPO) and, accordingly, is subject to CFTC regulations. On August 13, 2013, the CFTC adopted final rules to harmonize the compliance obligations
of CPOs with respect to commodity pools that are also registered investment companies under the 1940 Act. Under the final harmonization rules, the CPOs of such commodity pools may elect substituted compliance whereby such CPOs will be
deemed to have substantially satisfied the CFTC-mandated disclosure, reporting and recordkeeping obligations by complying with the SECs disclosure, reporting and recordkeeping regime under the 1940 Act, in lieu of complying with the
CFTCs alternative requirements. The Fund intends to utilize the substituted compliance option.
General Market Risk:
The Funds NAV and investment return will fluctuate based upon changes in the value of its portfolio securities. The market value of securities in which the
Fund or the Subsidiary invests is based upon the markets perception of value and is not necessarily an objective measure of a securitys value. There is no assurance that the Fund will realize its investment objective, and an investment
in the Fund is not, by itself, a complete or balanced investment program. You could lose money on your investment in the Fund, or the Fund could underperform other investments.
Leverage/Volatility Risk:
The Fund may employ leverage and may invest in leveraged instruments. The more the
Fund invests in leveraged instruments, the more this leverage will magnify any losses on those investments. Leverage will cause the value of the Funds shares to be more volatile than if the Fund did not use leverage. This is because leverage
tends to exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities or other investments. The Fund or any trading company may engage in transactions or purchase instruments that give rise to forms of
leverage. Such transactions and instruments may include the investment of collateral from loans of portfolio securities, or the use of when issued, delayed-delivery or forward commitment transactions. Derivative contracts ordinarily have leverage
inherent in their terms. The use of leverage may also cause the Fund or a trading company to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet segregation requirements. Certain
types of leveraging transactions could theoretically be subject to unlimited losses in cases where the Fund or a trading company, for any reason, is unable to close out the transaction.
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Furthermore, derivative contracts are highly volatile and are subject to occasional rapid and substantial
fluctuations. Consequently, you could lose all or substantially all of your investment in the Fund should the trading positions of the Fund or any trading company suddenly turn unprofitable.
Liquidity Risk:
The Fund may be subject to liquidity risk primarily due to investments in derivatives. The
Fund may invest up to 15% of its net assets in illiquid securities or instruments. Derivatives, such as swaps, options and warrants may not be readily marketable and, therefore, may be deemed to be illiquid. An asset is not readily marketable if it
cannot be sold within seven business days in the ordinary course of business for approximately the amount at which it is valued. Investments in illiquid assets involve the risk that the Fund may be unable to sell the asset or sell it at a reasonable
price. In addition, the Fund may be required to liquidate positions or close out derivatives on unfavorable terms at a time contrary to the interests of the Fund in order to raise cash to pay redemptions.
An investment in derivatives is also subject to the risk that the Fund may not be able to terminate the derivatives effective on whatever date it chooses, or that
the settlement of any early termination may depend on subsequent market movements. As a result, the Fund may be exposed to the risk of additional losses due to such delays.
Management Risk:
The Advisers judgments about the attractiveness, value and potential positive or
negative performance of the Chesapeake Program or any particular security or derivative in which the Fund invests or sells short may prove to be inaccurate and may not produce the desired results.
Non-Diversification Risk:
The Fund is a non-diversified
investment company, which means that more of the Funds assets may be invested in the securities of a single issuer than could be invested in the securities of a single issuer by a diversified investment company. This may make the value of the
Funds shares more susceptible to certain risks than shares of a diversified investment company. As a non-diversified fund, the Fund has a greater potential to realize losses upon the occurrence of adverse events affecting a particular issuer.
OTC Trading Risk:
Certain of the derivatives in
which the Fund may invest, including swap agreements, may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated and lacks transparency
with respect to the terms of OTC transactions. OTC derivatives are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to the Fund. In addition, such
derivative instruments are often highly customized and tailored to meet the needs of the counterparties. If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or
liquidate a position at an advantageous time or price. As a result and similar to other privately negotiated contracts, the Fund is subject to counterparty credit risk with respect to such derivative contracts.
Portfolio Turnover Risk:
The Fund may frequently buy and
sell portfolio securities and other assets to rebalance the Funds exposure to various market sectors. Higher portfolio turnover may result in the Fund paying higher levels of transaction costs and generating greater tax liabilities for
shareholders. Portfolio turnover risk may cause the Funds performance to be less than you expect.
Regulatory Risk:
Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely affect the issuer, or market value, of an instrument
held by the Fund or the Funds performance.
Subsidiary Risk:
The Subsidiary is not registered under the Investment Company Act of 1940 and, unless otherwise noted in this Prospectus, is not subject to all of the investor protections of the Investment Company Act of 1940.
Thus, the Fund, as an investor in the Subsidiary, will not have all of the protections offered to investors in registered investment companies. However, the Fund wholly owns and controls the Subsidiary, and the Fund and the Subsidiary are both
managed by the Adviser, making it unlikely that the Subsidiary will take action contrary to the interests of the Fund or its shareholders. While the Subsidiary has an independent board of directors that is responsible for overseeing the operations
of the Subsidiary, the Funds Board has oversight responsibility for the investment activities of the Fund, including its
17
investment in the Subsidiary, and the Funds role as the sole shareholder of the Subsidiary. Also, to the extent they are applicable to the investment activities of the Subsidiary, the
Adviser will be subject to the same fundamental investment restrictions that apply to the management of the Fund in managing the Subsidiarys portfolio. It is not currently expected that shares of the Subsidiary will be sold or offered to
investors other than the Fund.
Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary,
respectively, are organized, could result in the inability of the Fund and/or the Subsidiary to operate as described in this Prospectus and could negatively affect the Fund and its shareholders. For example, Cayman Islands law does not currently
impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands governmental authority taxes, Fund
shareholders would likely suffer decreased investment returns.
Taxation Risk:
By investing in commodities indirectly through the Subsidiary, the Fund will obtain exposure to the commodities markets within the federal tax requirements that apply to the Fund. The Subsidiary is classified as a
controlled foreign corporation for US tax purposes. Typically any gains/losses from trading in 1256 futures contracts, such as exchange-traded commodity futures contracts, are taxed 60% as long term capital gains/losses and 40% short term capital
gains/losses. However, because the Subsidiary is a controlled foreign corporation, any income received from its investments in the Chesapeake Program will be passed through to the Fund as ordinary income and reflected on shareholders tax Forms
1099 as such
Temporary Investments:
To respond to adverse market, economic, political or other conditions, the Fund may invest up to 100% of total assets, without limitation, in high-quality short-term debt securities and money market instruments or
any derivative instrument meant to track the return of any such instrument. These short-term debt securities and money market instruments include shares of other mutual funds, commercial paper, certificates of deposit, bankers acceptances,
U.S. Government securities and repurchase agreements. While the Fund is in a defensive position, the opportunity to achieve its investment objective will be limited. Furthermore, to the extent that the Fund invests in money market mutual funds for
cash positions, there will be some duplication of expenses because the Fund will bear its pro-rata portion of such money market funds advisory fees and operational fees. The Fund may also invest a substantial portion of its assets in such
instruments at any time to maintain liquidity or pending selection of investments in accordance with its policies.
Portfolio Holdings Disclosure:
A
description of the Funds policies regarding the release of portfolio holdings information is available in the Funds Statement of Additional Information (SAI) and can also be found on the Funds website at
www.EquinoxFundManagement.com.
MANAGEMENT
Investment Adviser:
Equinox Fund Management, LLC, a Delaware limited liability company formed in 2003, serves as the investment adviser to the Fund. It has been
registered with the Commodity Futures Trading Commission as a commodity pool operator since 2003 and registered with the Securities and Exchange Commission (SEC) as an investment adviser since 2007. The Advisers principal place of
business is located at 1775 Sherman Street, Suite 2500 Denver, CO 80203. The Adviser manages and supervises the investment of the Funds assets on a discretionary basis. As of December 31, 2013, the Adviser had approximately $1.315 billion
in assets under management.
For its services, the Adviser is entitled to an investment advisory fee, which is calculated daily and paid monthly, at an
annual rate of 0.75% of the Funds average daily net assets. The Adviser has contractually agreed that from commencement of the Funds operations through January 31, 2015, it will reduce its compensation and/or reimburse certain
expenses for the Fund, to the extent necessary to ensure that the Funds total operating expenses, excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees),
interest, extraordinary items, Acquired Fund Fees and Expenses and brokerage commissions, do not exceed, 1.10% (on an annual basis) of the Funds average daily net assets. The Adviser shall be entitled to recover, subject to
approval by the Board of Trustees of the Trust, such waived or reimbursed amounts for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund.
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A discussion regarding the basis for the Board of Trustees approval of the investment advisory contract with the
Adviser is available in the Funds Annual Report to Shareholders dated September 30, 2013.
Portfolio Managers:
Richard Bornhoft is a Co-Founder and the Chief Investment Officer of the Adviser. He leads the Advisers portfolio management team and is
responsible for day-to-day investment decisions for the Fund. Mr. Bornhoft has over 30 years of experience in the alternative investment industry. He specializes in the creation, evaluation, and risk monitoring of managed futures investment
portfolios for institutional and individual investors. Mr. Bornhoft began his career directing hedging strategies for mortgage and agricultural companies and banks, and subsequently as a systematic CTA. Mr. Bornhoft co-founded one of the
first multiple-CTA managed futures funds in 1983, and his own futures investment advisory firm in 1985. Over the course of his career, Mr. Bornhoft has financially engineered and directed the research, design and on-going management of
multiple-CTA managed futures portfolios for approximately 20 pension plans, corporations and banking institutions throughout the world. He has served on numerous arbitration boards and committees of regulatory and industry organizations.
Mr. Bornhoft earned his BS in Agricultural Business from Colorado State University. He holds securities licenses Series 7, 24, 63 and CFTC/NFA Series 3.
Dr. Ajay Dravid is the Managing Director of Portfolio Strategy for the Adviser and joined the Adviser in 2011. As a co-portfolio manager of Equinox Fund Managements mutual funds, Dr. Dravid is
involved in day-to-day portfolio and risk management, as well as in developing and structuring new products. Prior to joining Equinox, he was a consultant and a member of the Executive Committee of The Frontier Fund. Dr. Dravid has more than 30
years of experience in industry, academia, and financial services. From 2004 to 2006, he was President of Saranac Capital Management, a separate entity spun out from Citigroup to manage more than $3 billion in hedge fund assets. From 1996 to 2004,
he was a Director and then a Managing Director at Salomon Brothers and Citigroup, where he helped to build and manage the hedge fund business and platforms. He was a co-portfolio manager for the Multi-Strategy Arbitrage funds, a quantitative analyst
for the Equity Long-Short funds, and the head of the Risk Committee. He was also involved in the structuring and marketing of funds and in client service. From 1993 to 1996, Dr. Dravid was a Vice President in the Asset Allocation Research Group
of Salomon Brothers. Prior to this, he was an Assistant Professor of Finance at the Wharton School.
Dr. Dravid has published numerous papers in
leading academic and practitioner journals including Journal of Finance, Journal of Financial Economics, and Journal of Derivatives. Dr. Dravid received a BSc in Physics from the University of Poona (India), an MA in Physics from SUNY at Stony
Brook, an MBA in Finance and Marketing from the University of Rochester, and a PhD in Finance from the Graduate School of Business at Stanford University. He holds securities licenses Series 7 and 63 and CFTC/NFA Series 3.
Sue Osborne is a member of the Advisers portfolio management team and joined the Advisor in April 2013. Ms. Osborne is also Director of Research at
Equinox Institutional Asset Management, LP (formerly known as Tapestry Asset Management, LP), an affiliate of the Adviser, where she has been since 2003, first as a consultant and then in her current role. She has held positions in hedge fund
research and portfolio management at Hamilton & Co. from 2002 to 2003, Goldman Sachs from 1998 to 2002, Lake Partners from 1996 to 1998, and Greenwich Associates in 1996. She holds an MBA from Lehigh University and a BS in Marketing
from Duquesne University.
Afroz Qadeer is a member of the Advisers portfolio management team and joined the Adviser in April 2013. Mr. Qadeer
co-founded Equinox Institutional Asset Management, LP (then known as Tapestry Asset Management, LP) in 2002 and serves as its President and Chief Investment Officer. He has held tenures in hedge fund research and portfolio management roles with
Goldman Sachs, Optima Fund Management, and Lake Partners. In such roles, he participated in the launch of eight multi-manager funds, management of 20 multi-manager portfolios covering a diverse range of alternatives, and management of four hedge
fund portfolios with assets of approximately $2 billion. Mr. Qadeer holds an MBA from The Wharton School, University of Pennsylvania and a Bachelor of Commerce from Sydenham College, University of Bombay, India.
Dr. Rufus Rankin is the Advisers Director of Portfolio Management and joined the Adviser in 2011. Dr. Rankin works on the conception, development and
implementation of new products and distribution strategies for investment products managed by Equinox Fund Management, a role that requires daily contact with and evaluation of CTAs, and other alternative investment managers. He is a co-portfolio
manager of the firms mutual funds. Prior to his current role, he was Product Development Manager at Solon Capital, LLC, an affiliate of the adviser. Before then, he performed sales at SEI from August 2005 to February 2009, and was previously
at Morgan Stanley from September 2004 to August 2005. Dr. Rankin holds a BA in Philosophy and a Masters in International Studies from North Carolina State University, and a Doctorate of Business Administration from Grenoble Ecole de Management.
His doctoral dissertation focused on statistical methods of enhancing multi-manager and multi-asset portfolio diversification, with an emphasis on portfolios of CTAs and Hedge Funds.
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The SAI provides additional information about the portfolio managers compensation, other accounts managed, and
ownership of Fund shares.
In addition to investment advisory fees, the Fund pays other expenses including costs incurred in connection with the
maintenance of its securities law registration, printing and mailing prospectuses and SAIs to shareholders, certain financial accounting services, taxes or governmental fees, custodial, transfer and shareholder servicing agent costs, expenses of
outside counsel and independent accountants, preparation of shareholder reports and expenses of trustee and shareholders meetings.
Investment
Subsidiary:
The Subsidiary is a company organized under the laws of the Cayman Islands, and is overseen by its own board of directors. The Fund is
the sole shareholder of the Subsidiary. It is not currently expected that shares of the Subsidiary will be sold or offered to other investors. If, at any time, the Subsidiary proposes to offer or sell its shares to any investor other than the Fund,
Fund shareholders will receive 60 days prior notice of such offer or sale.
As with the Fund, the Adviser is responsible for the Subsidiarys
day-to-day business pursuant to an investment advisory agreement with the Subsidiary. Under the terms of the agreement, the Adviser provides the Subsidiary with the same type of management services, under the same terms, as are provided to the Fund.
The advisory agreement with the Subsidiary provides for automatic termination upon the termination of the investment advisory agreement with respect to the Fund. The Subsidiary has also entered into separate contracts for the provision of custody,
transfer agency, and audit services with the same service providers that provide those services to the Fund.
The Fund and Subsidiary pay the Adviser a
fee for its services. The Adviser has contractually agreed to waive the fee it receives from the Fund in an amount equal to the management fee paid to the Adviser by the Subsidiary. This undertaking will continue in effect for so long as the Fund
invests in the Subsidiary, and may not be terminated by the Adviser unless the Adviser first obtains the prior approval of the Funds Board of Trustees for such termination. The Subsidiary will also bear the fees and expenses incurred in
connection with the custody, transfer agency and audit services that it receives. The Fund expects that the expenses borne by the Subsidiary will not be material in relation to the value of the Funds assets. It is also anticipated that the
Funds own expense will be reduced to some extent as a result of the payment of such expenses at the Subsidiary level. It is therefore expected that any duplicative fees for similar services provided to the Fund and the Subsidiary will not be
material.
The Subsidiary will be managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and
procedures adopted by the Fund. As a result, the Adviser, in managing the Subsidiarys portfolio, is subject to the same investment policies and restrictions that apply to the management of the Fund, and, in particular, to the requirements
relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiarys portfolio investments and shares of the Subsidiary. These policies and restrictions are described in detail in the Funds
SAI. The Funds Chief Compliance Officer oversees implementation of the Subsidiarys policies and procedures, and makes periodic reports to the Funds Board of Trustees regarding the Subsidiarys compliance with its policies and
procedures.
The financial statements of the Subsidiary will be included in the Funds annual and semi-annual reports. The Funds annual and
semi-annual reports are distributed to shareholders, and copies of the reports are provided without charge upon request as indicated on the back cover of this Prospectus. Please refer to the SAI for additional information about the organization and
management of the Subsidiary.
HOW SHARES ARE PRICED
The Funds NAV and offering price (NAV plus any
applicable sales charges) is determined at 4:00 p.m. (Eastern Time) on each day the New York Stock Exchange (NYSE) is open for business (a Business Day). NAV is computed by determining the aggregate market value of all assets
of the Fund, less its liabilities, divided by the total number of shares outstanding ((assets-liabilities)/number of shares = NAV). The NYSE is closed on weekends and New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The NAV takes into account the expenses and fees of the Fund, including management, administration, and distribution fees, which are accrued daily. The
determination of NAV for a particular day is applicable to all applications for the purchase of shares, as well as all requests for the redemption of shares, received by the Fund (or an authorized broker or agent, or its authorized designee) before
the close of trading on the NYSE on that day.
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If available, the Funds investments in securities and other exchange traded assets are generally valued based on
market quotations. If market prices are unavailable or the Fund thinks that they are unreliable, the Fund prices those securities or other assets at fair value as determined in good faith using methods approved by the Board of Trustees. For example,
market prices may be unavailable if trading in a particular portfolio security was halted during the day and did not resume prior to the Funds NAV calculation. The Fund may view market prices as unreliable when the value of a security has been
materially affected by events occurring after the market closes, but prior to the time as of which the Fund calculates NAV. The Fund will regularly value its investments in over-the-counter derivative instruments, including swaps, at fair value. The
use of fair valuation in pricing a portfolio holding involves the consideration of a number of subjective factors and therefore, is susceptible to the unavoidable risk that the valuation may be higher or lower than the price at which the portfolio
holding might actually trade if a reliable market price were readily available.
The Fund may use independent pricing services to assist in calculating
the value of the Funds portfolio holdings.
With respect to any portion of the Funds assets that are invested in one or more open-end
management investment companies registered under the 1940 Act, each Funds net asset value is calculated based upon the net asset values of those open-end management investment companies, and the prospectuses for these companies explain the
circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.
Applicable federal tax requirements
generally limit the degree to which the Fund may invest in the Subsidiary to an amount not exceeding 25% of its total assets. The Subsidiary prices its portfolio investments pursuant to the same pricing and valuation methodologies and procedures
employed by the Fund. The Subsidiary offers to redeem all or a portion of its shares at the current net asset value per share every day the Fund is open for business. The value of shares of the Subsidiary will fluctuate with the value of the
Subsidiarys portfolio investments.
More information about the valuation of the Funds holdings is provided in the SAI.
HOW TO PURCHASE SHARES
SHARE CLASSES
Presently, the Fund offers a single class of shares, Class I. Class I shares are designed for institutional investors. You should weigh the impact of all potential
costs over the life of your investment before making your initial investment.
MINIMUM AND ADDITIONAL INVESTMENT AMOUNTS
Shares representing interests in the Fund are offered continuously for sale by the Distributor. You can purchase Class I shares of the Fund through certain
broker-dealers or directly through the transfer agent of the Fund, as discussed below. Shares of the Fund are offered only to residents of states in which the shares are registered or qualified. No share certificates are issued in connection with
the purchase of Fund shares. Listed below are the minimum investment amounts for Class I shares. The Fund reserves the right to modify, reduce or waive the minimum initial investment requirement for any investor.
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Purchase Amounts
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Class I
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Minimum initial investment
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$
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25,000
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Minimum subsequent investment
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No Minimum
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There is no minimum investment requirement when you are buying shares by reinvesting dividends and distributions from the Fund. The
Fund may change the investment minimums at any time.
The Fund, however, reserves the right, in its sole discretion, to reject any application to
purchase shares. Applications will not be accepted unless they are accompanied by a check drawn on a U.S. bank, savings and loan, or credit union in U.S. funds for the full amount of the shares to be purchased. After you open an account, you may
purchase additional shares by sending a check together with written instructions stating the name(s) on the account and the account number, to the above address.
Make all checks payable to the name of the Fund.
The Fund will not accept
payment in cash, including cashiers checks or money orders. Also, to prevent check fraud, the Fund will not accept third party checks, U.S. Treasury checks, credit card checks, or starter checks for the purchase of shares.
Note: Gemini Fund Services, LLC (GFS), the Funds transfer agent, will charge a $25 fee against a shareholders account, in addition to any
loss sustained by the Fund, for any check returned to the transfer agent for insufficient funds.
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The USA PATRIOT Act requires financial institutions, including the Fund, to adopt certain policies and programs to
prevent money-laundering activities, including procedures to verify the identity of customers opening new accounts. As requested on the application, you should supply your full name, date of birth, social security number, and permanent street
address. Mailing addresses containing a P.O. Box will not be accepted. This information will assist the Fund in verifying your identity. Until such verification is made, the Fund may temporarily limit additional share purchases. In addition, the
Fund may limit additional share purchases or close an account if it is unable to verify a shareholders identity. As required by law, the Fund may employ various procedures, such as comparing the information to fraud databases or requesting
additional information or documentation from you, to ensure that the information supplied by you is correct.
CLASS I SHARES
Sales of the Funds Class I shares are not subject to a front-end sales charge, contingent deferred sales charge or a Rule 12b-1 fee. The minimum initial
investment in the Class I shares is $25,000 and subsequent investments may be made in any amount.
PURCHASING SHARES
You may purchase shares of the Fund by sending a completed application form to the following address by either regular or overnight mail:
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Address for Regular Mail:
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Address for Overnight Mail:
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Equinox Chesapeake Strategy Fund
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154
1-888-643-3431
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Equinox Chesapeake Strategy Fund
c/o Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
1-888-643-3431
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When Order is Processed
All shares will be purchased at the NAV, plus any applicable sales charges, per share next determined after the Fund receives your application or request in good order. All requests received in good order by the
Fund before 4:00 p.m. (Eastern time) will be executed on that same day. Requests received after 4:00 p.m. will be processed on the next business day.
Good Order:
When making a purchase request, make sure your request is in good order. Good order means your purchase
request includes:
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the dollar amount of shares to be purchased;
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a completed purchase application or investment stub; and
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a check payable to the Fund.
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PURCHASES
THROUGH BROKERS
You may invest in the Fund through brokers or agents who have entered into selling agreements with the Funds distributor.
These brokers and agents are authorized to designate other intermediaries to receive purchase and redemption orders on behalf of the Fund. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or its
designee receives the order. The broker or agent may set its own initial and subsequent investment minimums. You may be charged a fee if you use a broker or agent to buy or redeem shares of the Fund. Finally, various servicing agents use procedures
and impose restrictions that may be in addition to, or different from those applicable to investors purchasing shares directly from the Fund. You should carefully read the program materials provided to you by your servicing agent.
PURCHASES BY WIRE
If you wish to wire money to make an
investment in the Fund, please call the Fund at 1-888-643-3431 for wiring instructions and to notify the Fund that a wire transfer is coming. Any commercial bank can transfer same-day funds via wire. The Fund will normally accept wired funds for
investment on the day received if they are received by the Funds designated bank before the close of regular trading on the NYSE. Your bank may charge you a fee for wiring same-day funds.
22
HOW TO REDEEM SHARES
REDEMPTION REQUESTS
You will be entitled to redeem all or any portion of the shares credited to your accounts by submitting a written request for redemption by regular, express or
overnight mail to:
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Address for Regular Mail:
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Address for Overnight Mail:
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Equinox Chesapeake Strategy Fund
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154
1-888-643-3431
|
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Equinox Chesapeake Strategy Fund
c/o Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
1-888-643-3431
|
REDEEMING BY TELEPHONE
The
telephone redemption privilege is automatically available to all new accounts, except retirement accounts. If you do not want the telephone redemption privilege, you must indicate this in the appropriate area on your account application or you must
write to the Fund and instruct it to remove this privilege from your account.
The proceeds will be sent by mail to the address designated on your
account or wired directly to your existing account in any commercial bank or brokerage firm in the United States as designated on your application. To redeem by telephone, call 1-888-643-3431. The redemption proceeds normally will be sent by mail or
by wire within three business days after receipt of your telephone instructions. IRA accounts are not redeemable by telephone.
The Fund reserves the
right to suspend the telephone redemption privileges with respect to your account if the name(s) or the address on the account has been changed within the previous 30 days. None of the Fund, GFS, or their respective affiliates will be liable for
complying with telephone instructions they reasonably believe to be genuine or for any loss, damage, cost or expenses in acting on such telephone instructions and you will be required to bear the risk of any such loss. The Fund, GFS, or both, will
employ reasonable procedures to determine that telephone instructions are genuine. If the Fund and/or GFS do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions. These procedures may
include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of the transactions and/or tape recording telephone instructions.
WIRE REDEMPTIONS
If you request your redemption by wire
transfer, you will be required to pay a $15.00 wire transfer fee to GFS to cover costs associated with the transfer but GFS does not charge a fee when transferring redemption proceeds by electronic funds transfer. In addition, your bank may impose a
charge for receiving wires.
SYSTEMATIC WITHDRAWAL PLAN
If your individual account, IRA, or other qualified plan account has a current account value of at least $10,000, you may adopt a Systematic Withdrawal Plan to provide for monthly, quarterly or other periodic
checks for any designated amount of $100 or more. If you wish to open a Systematic Withdrawal Plan, please indicate on your application or contact the Fund at 1-888-643-3431.
REDEMPTIONS IN KIND
The Fund reserves the right to honor requests for redemption or repurchase orders by
making payment in whole or in part in readily marketable securities (redemption in kind) if the amount is greater than (the lesser of) $250,000 or 1% of the Funds assets. The securities will be chosen by the Fund and valued under
the Funds net asset value procedures. A shareholder will be exposed to market risk until these securities are converted to cash and may incur transaction expenses, including taxes, in converting these securities to cash.
WHEN REDEMPTIONS ARE SENT
Once the Fund receives your
redemption request in good order (as described below), it will issue a check based on the next determined NAV following your redemption request. Before selling recently purchased shares, please note that if the Funds transfer agent
has not yet collected payment for the shares you are selling, it may delay sending the proceeds until the payment is collected, which may take up to 10 calendar days from the purchase date. This procedure is intended to protect the Fund and its
shareholders from loss.
23
GOOD ORDER
Your redemption request will be processed if it is in good order. To be in good order, the following conditions must be satisfied:
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The request should be in writing, unless redeeming by telephone, indicating the number of shares or dollar amount to be redeemed;
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The request must identify your account number;
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The request should be signed by you and any other person listed on the account, exactly as the shares are registered; and
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If you request that the redemption proceeds to be sent to an address other than that of record, or if the address was changed within the last 30 days, or if the
proceeds of a requested redemption exceed $50,000, the signature(s) on the request must be medallion signature guaranteed by an eligible signature guarantor.
|
WHEN YOU NEED MEDALLION SIGNATURE GUARANTEES
A medallion signature guarantee assures that a signature is
genuine and protects you from unauthorized account transfers. You will need your signature guaranteed if:
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you wish to change the bank or brokerage account that you have designated on your account;
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you request a redemption to be made payable to a person not on record with the Fund;
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you request that a redemption be mailed to an address other than that on record with the Fund;
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the proceeds of a requested redemption exceed $50,000; or
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any redemption is transmitted by federal wire transfer to a bank other than the bank of record; or
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your address was changed within 30 days of your redemption request.
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Signatures may be guaranteed by any eligible guarantor institution (including banks, brokers and dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies, and
savings associations) or by completing a supplemental telephone redemption authorization form. Contact the Fund to obtain this form. Further documentation will be required to change the designated account if shares are held by a corporation,
fiduciary, or other organization.
A notary public cannot guaranty signatures.
Where shares are held in the name of an accredited bank, Medallion
Signature Guarantee requirements may be waived at the discretion of the Fund.
REDEEMING THROUGH BROKERS
If shares of the Fund are held by a broker-dealer, financial institution, or other servicing agent, you must contact that servicing agent to redeem shares of the
Fund. The servicing agent may charge a fee for this service.
LOW BALANCES
For regular accounts, if at any time your account balance falls below $1,000 or there has been no shareholder activity in the account for the past 12 months, the Fund may notify you that, unless the account is
brought up to at least $1,000 or you initiate activity in the account within 60 days of the notice; your account could be closed. After the notice period, the Fund may redeem all of your shares and close your account by sending you a check to the
address of record. Your account will not be closed if the account balance drops below $1,000 due to a decline in NAV.
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES
The Fund discourages and does not accommodate market
timing. Frequent trading into and out of the Fund can harm all Fund shareholders by disrupting the Funds investment strategies, increasing Fund expenses, decreasing tax efficiency and diluting the value of shares held by long-term
shareholders. The Fund is designed for long-term investors and is not intended for market timing or other disruptive trading activities. Accordingly, the Funds Board of Trustees has approved policies that seek to curb these disruptive
activities while recognizing that shareholders may have a
24
legitimate need to adjust their Fund investments as their financial needs or circumstances change. The Fund currently uses several methods to reduce the risk of market timing. These methods
include:
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Committing staff to review, on a continuing basis, recent trading activity in order to identify trading activity that may be contrary to the Funds
Market Timing Trading Policy
|
Though these methods involve judgments that are inherently subjective and involve some
selectivity in their application, the Fund seeks to make judgments and applications that are consistent with the interests of the Funds shareholders.
Based on the frequency of redemptions in your account, the Adviser or transfer agent may in its sole discretion determine that your trading activity is detrimental to the Fund as described in the Funds Market
Timing Trading Policy and elect to (i) reject or limit the amount, number, frequency or method for requesting future purchases into the Fund and/or (ii) reject or limit the amount, number, frequency or method for requesting future
exchanges or redemptions out of the Fund.
The Fund reserves the right to reject or restrict purchase requests for any reason, particularly when the
shareholders trading activity suggests that the shareholder may be engaged in market timing or other disruptive trading activities. Neither the Fund nor the Adviser will be liable for any losses resulting from rejected purchase orders. The
Adviser may also bar an investor who has violated these policies (and the investors financial advisor) from opening new accounts with the Fund.
Although the Fund attempts to limit disruptive trading activities, some investors use a variety of strategies to hide their identities and their trading practices.
There can be no guarantee that the Fund will be able to identify or limit these activities. Omnibus account arrangements are common forms of holding shares of the Fund. While the Fund will encourage financial intermediaries to apply the Funds
Market Timing Trading Policy to their customers who invest indirectly in the Fund, the Fund is limited in its ability to monitor the trading activity or enforce the Funds Market Timing Trading Policy with respect to customers of financial
intermediaries. For example, should it occur, the Fund may not be able to detect market timing that may be facilitated by financial intermediaries or made difficult to identify in the omnibus accounts used by those intermediaries for aggregated
purchases, exchanges and redemptions on behalf of all their customers. More specifically, unless the financial intermediaries have the ability to apply the Funds Market Timing Trading Policy to their customers through such methods as
implementing short-term trading limitations or restrictions and monitoring trading activity for what might be market timing, the Fund may not be able to determine whether trading by customers of financial intermediaries is contrary to the
Funds Market Timing Trading Policy. Brokers maintaining omnibus accounts with the Fund have agreed to provide shareholder transaction information to the extent known to the broker to the Fund upon request. If the Fund or its transfer agent or
shareholder servicing agent suspects there is market timing activity in the account, the Fund will seek full cooperation from the service provider maintaining the account to identify the underlying participant. At the request of the Adviser, the
service providers may take immediate action to stop any further short-term trading by such participants.
MORE INFORMATION
ABOUT TAXES
General.
The tax information in this Prospectus is provided for general information only and should not be considered as tax advice
or relied on by a shareholder or prospective investor. The Fund intends to qualify annually to be treated as a regulated investment company (a RIC) under the Code. As such, the Fund will not be subject to federal income tax on the
earnings it distributes to shareholders provided it satisfies certain requirements and restrictions provided in the Code. If for any taxable year the Fund fails to qualify as a RIC (1) it will be subject to tax in the same manner as an ordinary
corporation and thus will be subject to tax on a graduated basis with a maximum tax rate of 35%; and (2) distributions from its earnings and profits (as determined under federal income tax principles) will be taxable as ordinary dividend income
eligible for the dividends-received deduction for corporate shareholders and the long-term capital gains tax rate for qualified dividends received by non-corporate shareholders.
Distributions.
The Fund will make distributions to you that may be taxed as ordinary income or capital gains (which may be taxed at different rates depending on the length of time the
Fund holds its assets). The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. Distributions are taxable whether you reinvest such distributions in additional shares of the
Fund or choose to receive cash.
Unless you are investing through a tax-deferred retirement account (such as an IRA), you should consider avoiding a
purchase of Fund shares shortly before the Fund makes a distribution, because doing so can cost you money in taxes.
25
This is known as buying a dividend. For example: On December 15, you invest $5,000, buying 250 shares for $20 each. If the Fund pays a distribution of $1 per share on
December 16, its share price will drop to $19 (not counting market change). You still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares x $1 = $250 in distributions), but you owe tax on the $250 distribution
you receivedeven if you reinvest it in more shares. To avoid buying a dividend, check the Funds distribution schedule before you invest.
Ordinary Income.
Net investment income, except for qualified dividends, and short-term capital gains that are distributed to you are taxable as ordinary income for federal income tax
purposes regardless of how long you have held your Fund shares. Certain dividends distributed to non-corporate shareholders and designated by the Fund as qualified dividend income are eligible for the long-term capital gains tax rate.
After January 1, 2013, the long-term capital gain tax rate is 20% for non-corproate shareholders with taxable income in excess of $400,000 ($450,000 if married and filing jointly) and 15% (0% for non-corporate shareholders in lower income tax
brackets) for non-corporate shareholders with taxable income of less than the threshold amounts. Short-term capital gains that are distributed to you are taxable as ordinary income for federal income tax purposes regardless of how long you have held
your Fund shares.
Net Capital Gains.
Net capital gains (i.e., the excess of net long-term capital gains over net
short-term capital losses) distributed to you, if any, are taxable as long-term capital gains for federal income tax purposes regardless of how long you have held your Fund shares.
Sale or Exchange of Shares.
It is a taxable event for you if you sell or exchange shares of the Fund including if the exchange is for the same share class of another Fund in the
Equinox family of funds. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a taxable gain or loss on the transaction. Any realized gain will be taxable to you and, generally, will be capital gain,
assuming you hold the shares of the Fund as a capital asset.The capital gain will be long-term or short-term depending on how long you have held your shares in the Fund. Sales of shares of the Fund that you have held for twelve months or less will
be a short-term capital gain or loss and if held for more than twelve months will constitute a long-term capital gain or loss. Any loss realized by a shareholder on a disposition of shares held for six months or less will be treated as a long-term
capital loss to the extent of any distributions of capital gain dividends received by the shareholder and disallowed to the extent of any distributions of exempt-interest dividends, if any, received by the shareholder with respect to such shares.
Return of Capital.
If the Funds distributions exceed its taxable income and capital gains realized during a taxable
year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholders cost
basis in the Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold.
Medicare Contribution Tax.
Under current law, beginning in 2013, U.S. individuals with income exceeding $200,000 ($250,000, if married and filing jointly and $125,000, if married and
filing separately) will be subject to a 3.8% Medicare contribution tax on net investment income including interest (excluding tax-exempt interest), dividends and capital gains. If applicable, the tax will be imposed on the lesser of your
(i) net investment income or (ii) the excess of modified adjusted gross income over $200,000 ($250,000 if married and filing jointly and $125,000 if married and filing separately ).
Tax Risks of Investing in the Fund.
One of the requirements for favorable tax treatment as a RIC under the Code is that the Fund derive at least 90% of its gross income from certain
qualifying sources of income. On December 16, 2005, the Internal Revenue Service (the IRS) issued Revenue Ruling 2006-01, which held that income from certain derivative swap securities is not qualifying income; accordingly the
Funds ability to utilize certain derivative swap securities as part of its investment strategy will be limited to a maximum of 10% of its gross income. This limitation, however, will not protect the Fund against the risk of losing its RIC
status should any other income be reclassified as non-qualifying income or from any commodity related income that is not qualifying income. Revenue Ruling 2006-31 clarifies the holding of Revenue Ruling 2006-01 by providing that income from certain
carefully structured alternative instruments (such as certain commodity index-linked notes) that create commodity exposure may be considered qualifying income under the Code. Prior to July 2011, the IRS issued private letter rulings in which it
concluded that income from certain commodity index-linked notes is qualifying income and that income derived from subsidiaries similar to the Subsidiary will be qualifying income whether received in the form of current distributions or as
undistributed subpart F income. In July 2011, the IRS announced that it would no longer issue private letter rulings regarding whether income from subsidiaries similar to the Subsidiary is qualifying income. Public statements of IRS officials
indicate that the IRS is reviewing its positions underlying these private letter rulings. It is not known as of the date of this Prospectus whether the IRS will resume issuing private letter rulings, issue more broadly applicable guidance or
change its position underlying the issuance of such rulings. There is no authority directly addressing some of the
26
issues of law considered in these rulings. There can be no assurance that the IRS will not change its position with respect to some or all of these issues or, if the IRS did so, that a court
would not sustain, such contrary positions. If the IRS were to change its position on some or all of these issues, and if such contrary positions were upheld, the Fund might cease to qualify as a RIC. A private letter ruling may only be relied upon
by the taxpayer to whom it was provided and the IRS is not bound by any private letter ruling in making an assessment against any other taxpayer. The Fund does not plan to seek a private letter ruling. Therefore, to the extent the Fund invests
directly in commodity-index-linked derivative instruments or in the Subsidiary, the IRS may contest the Funds characterization of the income produced by such assets as qualifying income which, if successful, could cause the Fund to fail to
qualify as a RIC. The Fund and its Adviser plan to direct investments of the Funds assets in conformance with Revenue Ruling 2006-31, IRS guidance, and the advice of counsel.
Backup Withholding.
The Fund may be required to withhold U.S. federal income tax on all taxable distributions and sales payable to shareholders who fail to provide their correct
taxpayer identification number or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. The current backup withholding rate is 28%.
State and Local Income Taxes.
This Prospectus does not discuss the state and local tax consequences of an investment in the Fund. You are urged and advised to consult your own tax adviser concerning state
and local taxes, which may have different consequences from those of the federal income tax laws.
Non-U.S.
Shareholders:
Non-U.S. shareholders may be subject to U.S. taxes as a result of an investment in the Fund. Beginning July 1, 2014, the Fund will be required to withhold 30% tax on certain payments made to foreign
entities that do not meet specified information reporting requirements under the Foreign Account Tax Compliance Act. This Prospectus does not discuss the U.S. or foreign country tax consequences of an investment by a non-U.S. shareholder in the
Fund. Accordingly, non-U.S. shareholders are urged and advised to consult their own tax advisers as to the U.S. and foreign country tax consequences of an investment in the Fund.
Basis Reporting and Holding Periods.
A shareholder is responsible for tracking the tax basis and holding periods of the shareholders shares in the Fund for federal income tax
purposes. However, RICs, such as the Fund, must report cost basis information to you and the Internal Revenue Service when a shareholder sells or exchanges shares that are not in a tax deferred retirement account. The Fund will permit shareholders
to elect from among several IRS accepted cost basis methods.
Statements and Notices.
You will receive an annual statement
outlining the tax status of your distributions.
This section is only a summary of some important income tax considerations that may affect your
investment in the Fund. More information regarding these considerations is included in the Funds SAI. You are urged and advised to consult your own tax adviser regarding the effects of an investment in the Fund on your tax situation.
DISTRIBUTION OF SHARES
Dividends from net investment income and distributions of
net capital gain, if any, are declared and paid annually to you. The amount of any distribution will vary and there is no guarantee that the Fund will pay either an income dividend or a capital gain distribution.
Distributions are payable to the shareholders of record at the time the distributions are declared (including holders of shares being redeemed, but excluding
holders of shares being purchased). Shares become entitled to receive distributions on the day after the shares are issued. If you invest in the Fund shortly before the ex-dividend date of a taxable distribution, the distribution will lower the
value of the Funds shares by the amount of the distribution and, in effect, you will receive some of your investment back in the form of a taxable distribution
CHOOSING A DISTRIBUTION OPTION
When you complete your account application, you may choose from three
distribution options:
1.
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You may invest all income dividends and capital gains distributions in additional shares of the Fund. This option is assigned automatically if no other choice is made.
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2.
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You may elect to receive income dividends and capital gains distributions in cash.
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3.
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You may elect to receive income dividends in cash and to reinvest capital gains distributions in additional shares of the Fund.
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27
If you elect to receive distributions and dividends by check and the post office cannot deliver your check and your
proper address cannot be determined, the Fund reserves the right to reinvest the distribution check in your account at the Funds then current NAV per share and to reinvest all subsequent distributions in shares of the Fund until an updated
address is received. You may change your election at any time. Your request for a change must be received in writing by the transfer agent prior to the record date for the distribution for which a change is requested.
DISTRIBUTOR
Northern Lights
Distributors, LLC, 17605 Wright Street, Omaha, Nebraska 68130, is the distributor for the shares of the Fund. Northern Lights Distributors, LLC is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc.
(FINRA). Shares of the Fund are offered on a continuous basis.
ADDITIONAL COMPENSATION TO FINANCIAL
INTERMEDIARIES
The Funds distributor, its Adviser and their affiliates may, at their own expense and out of their own legitimate profits,
provide additional cash payments to financial intermediaries who sell shares of the Fund. Financial intermediaries include brokers, dealers, banks (including bank trust departments), insurance companies, investment advisers, financial advisers,
financial planners, retirement or 401(k) plan administrators, their designated intermediaries, and any other firm having a selling, administration or similar agreement with the Fund. These payments are over and above Rule
12b-1
fees, sales charges or servicing fees which are disclosed elsewhere in this Prospectus. These payments are generally made to financial intermediaries that provide shareholder or administrative services or
marketing support. Marketing support may include access to sales meetings, sales representatives and financial intermediary management representatives, inclusion of the Fund on a sales list, including a preferred or select sales list, or other sales
programs. These payments may also be made as an expense reimbursement in cases where the financial intermediary provides shareholder services to Fund shareholders. The Adviser and its affiliates may also pay cash compensation in the form of
finders fees that vary depending on the dollar amount of shares sold. The distributor may, from time to time, provide promotional incentives, including reallowance and/or payment of up to the entire sales charge, to certain investment firms.
Such incentives may, at the distributors discretion, be limited to investment firms who allow their individual selling representatives to participate in such additional commissions.
If investment advisers, underwriters/distributors or affiliates of mutual funds (including those of the Fund) pay bonuses and incentives in differing amounts, intermediaries and their representatives may have
financial incentives for recommending a particular mutual fund over other mutual funds. In addition, depending on the arrangements in place at any particular time, a financial intermediary and its representatives may also have a financial incentive
for recommending a particular share class over other share classes. You should consult with your financial advisor and review carefully any disclosure by the intermediary as to compensation received by your financial advisor.
Although the Fund may use firms that sell Fund shares to effect portfolio transactions for the Fund, the Fund and the Adviser will not consider the sale of Fund
shares as a factor when choosing firms to effect those transactions.
HOUSEHOLDING
To reduce expenses, the Fund will mail only one copy of the Prospectus and each annual and semi-annual report to those addresses share by two or more accounts. If
you wish to receive individual copies of these documents, please call the Fund at 1-888-643-3431 on days the Fund is open for business or contact your financial institution. The Fund will begin sending you individual copies thirty days after
receiving your request.
28
CONSOLIDATED FINANCIAL HIGHLIGHTS
The consolidated financial highlights table is intended to
help you understand the Funds financial performance for the period of the Funds operations. The consolidated financial highlights include the accounts of Equinox Chesapeake Strategy Fund Limited, a wholly-owned and controlled subsidiary.
Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information for the Fund has been derived from the consolidated financial statements audited by McGladrey LLP, whose report, along with the Funds consolidated financial statements, are included in the Funds
September 30, 2013 annual report, which is available upon request.
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding
Throughout the Period
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Class I
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Year Ended
September 30,
2013
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Period Ended
September 30,
2012
(1)
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Net asset value, beginning of period
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$9.53
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$10.00
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Activity from investment operations:
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Net investment loss
(2)
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(0.06)
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(0.05)
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Net realized and unrealized loss on investments
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(0.06)
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(0.42)
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Total from investment operations
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(0.12)
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(0.47)
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Net asset value, end of period
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$9.41
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$9.53
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Total return
(3)
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(1.36)%
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(4.60)%
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Net assets, at end of period (000s)
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$5,600
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$10
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Ratio of gross expenses to average net assets
(4)(5)
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5.44%
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1218.72%
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(6)
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Ratio of net expenses to average net assets
(5)
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1.10%
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1.10%
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(6)
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Ratio of net investment loss to average net assets
(7)
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(0.68)%
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(1.10)%
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(6)
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Portfolio Turnover Rate
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298%
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0%
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(8)
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(1)
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The Equinox Chesapeake Strategy Fund commenced operations on April 19, 2012.
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(2)
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Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
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(3)
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Total returns are historical and assume changes in share price and reinvestment of dividends and distributions. Total returns for periods of less than one year are not
annualized.
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(4)
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Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Advisor.
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(5)
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Does not include the expenses of other investment companies in which the Fund invests.
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(7)
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Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying exchange traded funds in which the Fund invests.
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29
Equinox Chesapeake Strategy Fund
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Adviser
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Equinox Fund Management, LLC
1775 Sherman Street, Suite 2500
Denver, CO 80203
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Independent Registered Public Accountant
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McGladrey LLP
555 Seventeenth Street
Suite 1000
Denver, CO 80202-3910
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Custodian
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U.S. Bank, N.A.
1555 N. River Center Drive
Milwaukee, WI 53212
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Distributor
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Northern Lights Distributors, LLC
17605 Wright Street
Omaha, Nebraska 68130
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Legal Counsel
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Pepper Hamilton LLP
3000 Two Logan Square
18
th
& Arch Streets
Philadelphia, PA 19103
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Transfer Agent
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Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, NE 68130
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Additional information about the Fund is included in the Funds SAI. The SAI is incorporated into this Prospectus by reference
(i.e., legally made a part of this Prospectus). The SAI provides more details about the Funds policies and management. Additional information about the Funds investments will also be available in the Funds Annual and Semi-Annual
Reports to Shareholders. In the Funds Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year.
To obtain a free copy of the SAI and, when issued, the Annual and Semi-Annual Reports to Shareholders, or other information about the Fund, or to make shareholder
inquiries about the Fund, please call 1-888-643-3431 or visit the Funds website at
www.EquinoxFundManagement.com
. You may also write to:
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Address for Regular Mail:
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Address for Overnight Mail:
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Equinox Chesapeake Strategy Fund
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154
1-888-643-3431
|
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Equinox Chesapeake Strategy Fund
c/o Gemini Fund Services, LLC
17605 Wright Street, Suite 2
Omaha, Nebraska 68130
1-888-643-3431
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You may review and obtain copies of the Funds information at the SEC Public Reference Room in Washington, D.C. Please call
1-202-551-8090 for information relating to the operation of the Public Reference Room. Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov. Copies of the information
may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the Public Reference Section, U.S. Securities and Exchange Commission, Washington, D.C. 20549-1520.
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Investment Company Act File #
811-22447
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Axion Power (CE) (USOTC:AXPWQ)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Axion Power (CE) (USOTC:AXPWQ)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024