EXHIBIT 1.5
AMENDMENT
AGREEMENT
This amendment agreement (the
“Agreement”), is made and entered into effective as of
the day of
, 20 , by
and among THE FRONTIER FUND , a statutory trust organized
under Chapter 38 of Title 12 of the Delaware Code (the
“Trust”), EQUINOX FUND MANAGEMENT, LLC , a
Delaware limited liability company and the managing owner of the
Trust (the “Managing Owner”) and [
], a [
] (the “Selling Agent”). Capitalized and other defined
terms used in this Agreement and not otherwise expressly defined
herein shall have the same respective meanings as are set forth in
the Selling Agent Agreement (as hereinafter defined).
W I T N E S S E T
H:
WHEREAS, the Trust, the Managing
Owner and the Selling Agent have entered into a selling agent
agreement dated as of
, 200 (the “Selling Agent
Agreement”), pursuant to which the Selling Agent acts as
selling agent for the Trust on a “best efforts” basis;
and
WHEREAS, Sub-Section 11(c) of
the Selling Agent Agreement provides that the Selling Agent
Agreement may not be amended or modified except by the prior
written consent of all the parties to the Selling Agent Agreement;
and
WHEREAS, the parties hereto desire
to amend the Selling Agent Agreement in certain
respects.
NOW, THEREFORE, in consideration of
the foregoing promises and the mutual covenants herein contained
and for other consideration given, the receipt and sufficiency of
which is hereby acknowledged and confirmed, the parties hereto
agree as follows:
1. Section 3(c) of the Selling
Agent Agreement is hereby amended by replacing the words
“branch offices” with the words “home office or
branch offices.”
2. Section 4 of the Selling
Agent Agreement is hereby amended by deleting the existing
Section 4 in its entirety and replacing such deleted text with
the following new Section 4:
“Section 4. Service Fees.
(a) Class 1 and Class 1a Service Fees. (1) Units in the
Class 1 of Balanced Series, Winton Series, Campbell/Graham Series,
Currency Series and Graham Series. As compensation, the Selling
Agent shall receive from the Managing Owner a service fee at an
annual rate of up to 3.0% of the subscription amount of each
subscription of Units in the Class 1 of the Series sold by it.
After the expiration of twelve (12) months following the
purchase of Units in the Class 1 of the Balanced Series, Winton
Series, Campbell/Graham Series, Currency Series and Graham Series
of Units, the Selling Agent shall also receive a monthly or
quarterly on-going service fee of up to 3.0% annually of the Net
Asset Value of each Unit in the Class 1 sold by the Selling Agent
on an on-going basis for customary on-going services provided to
the Trust and its Limited Owners by the Selling Agent for
commodities related brokerage services. Such on-going services may
include, without limitation, advising Limited Owners of the Net
Asset Value of the Trust, of the relevant Series of the Trust and
of their Units in such Series, responding to Limited Owners’
inquiries about monthly statements and annual reports and tax
information provided to them, advising Limited Owners whether to
make additional capital contributions to the Trust or to redeem
their Units, assisting with redemptions of Units, providing
information to Limited Owners with respect to futures and forward
market conditions and providing further services as may be
requested by the Limited Owners.
(2) Units in the Class 1a of
Balanced Series and Class 1 of Long/Short Commodity Series. As
compensation, the Selling Agent shall receive from the Managing
Owner a service fee at an annual rate of up to 3.0% of the
subscription amount of each subscription of Units in the Class 1 or
Class 1a, as applicable, of the Series sold by it. After the
expiration of twelve (12) months following the purchase of
Units in the Class 1a of the Balanced Series of Units or the Class
1 of the Long/Short Commodity Series of Units, the Selling Agent
shall also receive a monthly or quarterly on-going service fee of
up to 3.0% annually of the Net Asset Value of each Unit in the
Class 1 or Class 1a, as applicable, sold by the Selling Agent on an
on-going basis for customary on-going services provided to the
Trust and its Limited Owners by the Selling Agent for commodities
related brokerage services. Such on-going services may include,
without limitation, advising Limited Owners of the Net Asset Value
of the Trust, of the relevant Series
of the Trust and of their Units in
such Series, responding to Limited Owners’ inquiries about
monthly statements and annual reports and tax information provided
to them, advising Limited Owners whether to make additional capital
contributions to the Trust or to redeem their Units, assisting with
redemptions of Units, providing information to Limited Owners with
respect to futures and forward market conditions and providing
further services as may be requested by the Limited Owners. The
on-going service fee with respect to the Class 1 Units of the
Long/Short Commodity Series or Class 1a Units of the Balanced
Series shall continue only until the aggregate initial service fees
and on-going service fees received by the Selling Agent with
respect to such Units totals ten percent (10%) of the purchase
price of such Class 1 Units of such Series.
(3) Units in the Class 1 of Long
Only Commodity Series and Managed Futures Index Series. As
compensation, the Selling Agent shall receive from the Managing
Owner a service fee at an annual rate of up to 2.0% of the
subscription amount of each subscription of Units in the Class 1 of
the Series sold by it. After the expiration of twelve
(12) months following
