I. | The words Suite 1900 in the third paragraph on page iii of the Prospectus are replaced with the words Suite 1910. | |
II. | The paragraph entitled Breakeven Amounts on page viii of the Prospectus is hereby deleted and replaced in its entirety with the following: |
Breakeven Amounts
|
The estimated amount of all fees and expenses which are anticipated to be incurred by a new investor in Shares of the Fund during the first twelve (12) months of investment is 1.05% per annum of the net asset value in respect of Shares purchased plus the amount of any commissions charged by the investors broker. Interest income is expected to be approximately 0.01% per annum, based upon the current yield on the three month U.S. Treasury bill. Consequently, the Fund is expected to break even in twelve (12) months provided that it generates gains of 1.04% per annum in respect of Shares purchased plus the amount of any commissions charged by the investors broker. The brokerage commission rates an investor may pay to the investors broker in connection with a purchase of Shares during the continuous offering period will vary from investor to investor. |
III. | The second paragraph on page ix of the Prospectus is hereby deleted and replaced in its entirety with the following: |
| The Fund and the Master Fund are subject to the fees and expenses described herein and will be successful only if significant losses are avoided. To break even in one year on Shares purchased the Fund must generate, on an annual basis, gains in excess of 1.04%. |
IV. | The section entitled The Commodity Broker on page x of the Prospectus is hereby deleted and replaced in its entirety with the following: |
The Commodity Broker
|
A variety of executing brokers may execute futures transactions on behalf of the Master Fund. The Managing Owner has designated Morgan Stanley & Co. Incorporated (MS&Co.), as the Master Funds commodity broker (the Commodity Broker), to which the executing brokers give-up all such transactions. In its capacity as clearing broker, the Commodity Broker may execute and clear each of the Master Funds futures transactions and perform certain administrative services for the Master Fund. The Commodity Broker is registered with the CFTC as a futures commission merchant and is a member of the NFA in such capacity. | |
The Master Fund pays to the Commodity Broker all brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities. On average, total charges paid to the Commodity Broker are expected to be less than $20 per round-turn trade, although the Commodity Brokers brokerage commissions and trading fees are determined on a contract-by-contract basis. The Managing Owner does not expect brokerage commissions and fees together with the routine, operational, administrative and other ordinary expenses of the Fund and the Master Fund as described below in the section entitled Brokerage Commissions and Fees; Routine Operational, Administrative and Other Ordinary Expenses to exceed 0.20% of the net asset value of the Master Fund in any year, although the actual amount of such brokerage commissions, fees and expenses in any year may be greater. |
V. | The third paragraph on page xi of the Prospectus is hereby deleted and replaced in its entirety with the following: |
VI. | The last paragraph in the Section entitled The Distributor on page xi of the Prospectus is hereby deleted and replaced in its entirety with the following: |
VII. | The Section entitled Segregated Accounts/Interest Income on page xiii of the Prospectus is hereby deleted in its entirety and replaced with the following: |
Segregated Accounts/Interest Income
|
The proceeds of the offerings are deposited in cash in a segregated account in the name of the Master Fund at the Commodity Broker (or other eligible financial institution, as |
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applicable) in accordance with CFTC investor protection and segregation requirements. The Master Fund is credited with one hundred percent (100%) of the interest earned on its average net assets on deposit with the Commodity Broker or such other financial institution each week. In an attempt to increase interest income earned, the Managing Owner expects to invest the Master Funds non-margin assets in United States government securities (which include any security issued or guaranteed as to principal or interest by the United States), or any certificate of deposit for any of the foregoing, including United States Treasury bonds, United States Treasury bills and issues of agencies of the United States government, and certain cash items such as money market funds, certificates of deposit (under nine months) and time deposits or other instruments permitted by applicable rules and regulations. Currently, the rate of interest expected to be earned is estimated to be 0.01% per annum, based upon the current yield on the three (3) month U.S. Treasury bill. This interest income is used to pay or offset the expenses of the Fund and the Master Fund. See Fees and Expenses for more details. |
VIII. | The paragraphs entitled Brokerage Commissions and Fees and Routine Operational Administrative and Other Ordinary Expenses on page xiv of the Prospectus are hereby deleted and replaced in their entirety with the following: |
IX. | The paragraph on page 5 of the Prospectus entitled Fees are Charged Regardless of Profitability and May Result in Depletion of Assets is hereby deleted and replaced in its entirety with the following: |
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X. | The words See CONFLICTS OF INTEREST p. 29 in the second paragraph under the heading Various Actual and Potential Conflicts of Interest May Be Detrimental to Shareholders on page 6 of the Prospectus are replaced with the words See CONFLICTS OF INTEREST p. 33. | |
XI. | The Section of the Prospectus entitled Break-Even Analysis on pages 10 -11, is hereby deleted and replaced in its entirety with the following: |
Shares of the Fund(1) | Basket(2) | |||||||||||||||
Expense | $ | % | $ | % | ||||||||||||
Underwriting Discount(3) |
$ | 0.00 | 0 | % | $ | 0.00 | 0 | % | ||||||||
Management Fee(4) |
$ | 0.292 | 0.85 | % | $ | 14,586 | 0.85 | % | ||||||||
Underwriting Compensation(12)(13) |
$ | 0.196 | 0.57 | % | $ | 9,781 | 0.57 | % | ||||||||
Organization and Offering Expense Reimbursement(5) |
$ | 0.00 | 0.00 | % | $ | 0.00 | 0.00 | % | ||||||||
Brokerage Commissions and Fees, Routine Operational,
Administrative and Other Ordinary Expenses (6)
(7)(8) |
$ | 0.069 | 0.20 | % | $ | 3,432 | 0.20 | % | ||||||||
Interest Income(9) |
$ | (0.003 | ) | -0.01 | % | $ | (172 | ) | -0.01 | % | ||||||
12-Month Breakeven (continuous Offering)(10)(11) |
$ | 0.357 | 1.04 | % | $ | 17,846 | 1.04 | % |
1. | The breakeven analysis set forth in this column assumes that the Shares have a constant month-end net asset value and is based on $34.32 as the net asset value per share. See Fees and Charges on page 35 for an explanation of the expenses included in the Breakeven Table. | |
2. | The breakeven analysis set forth in this column assumes that Baskets have a constant month-end net asset value and is based on $1,716,000 as the net asset value per Basket. See Fees and Charges on page 35 for an explanation of the expenses included in the Breakeven Table. | |
3. | No upfront selling commissions are charged to Shares sold during the continuous offering period, but it is expected that investors will be charged a customary commission by their brokers in connection with purchases of Shares that will vary from investor to investor. Investors are encouraged to review the terms of their brokerage accounts for details on applicable charges. | |
4. | From the Management Fee, the Managing Owner will be responsible for paying any underwriting compensation in connection with this offering. As such, the $0.196 per Share ($9,781 per Basket) of underwriting compensation will not be an additional cost to investors in the Fund beyond the $0.292 per Share ($14,586 per Basket) of Management Fee which is payable. | |
5. | All organizational and offering costs incurred in connection with organizing the Index Fund and the Master Fund and the offering of the Shares will be borne by the Managing Owner. | |
6. | The costs to the fund for brokerage commissions and trading fees will vary by the broker or brokers involved to execute specific contracts for the funds interest. The managing owner expects to pay rates that are commensurate with the going market rate for commissions and brokerage. The costs to the fund will also be subject to the trading frequency of the fund. | |
7. | Routine operational, administrative and other ordinary expenses include, but are not limited to, annual audit, accounting, and fund administration and other fund expenses. Such amounts are paid by the Managing Owner, and reimbursed to it by the Funds out of any remaining portion (after the payment of brokerage commissions and fees) of the 0.20% of net asset value accrued for the payment of brokerage commissions and fees, routine operational, administrative and other ordinary expenses | |
8. | In connection with orders to create and redeem Baskets, Authorized Participants will pay a transaction fee in the amount of $500 per order. Because these transactions fees are de minimis in amount, are charged on a transaction-by transaction basis (and not |
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on a Basket-by-Basket basis), and are borne by the Authorized Participants, they have not been included in the Breakeven Table. | ||
9. | Interest income currently is estimated to be earned at a rate of 0.01%, based upon the July 8, 2011 yield on 90 day Treasury Bills. | |
10. | It is expected that interest income, as stated in footnote 9 above, will not exceed the fees and costs incurred by the fund over a 12 month period. Therefore, the fund needs to generate gains of at least 1.04% to break even in a 12 month period. | |
11. | Investors may pay customary brokerage commissions in connection with purchases of Shares during the continuous offering period. Because such brokerage commission rates will vary from investor to investor, such brokerage commissions have not been included in the breakeven table. Investors are encouraged to review the terms of their brokerage accounts for details on applicable charges. | |
12 | From the Management Fee, the Managing Owner will be responsible for paying all distribution and marketing fees and expenses to be paid in connection with this offering as more fully described in the Plan of Distribution Section of this prospectus, starting on page 50, which amounts equal $3,377,000, in the aggregate. No underwriting compensation is payable by the Fund or the Master Fund in connection with this offering. For the avoidance of doubt, any underwriting compensation in connection with the offering of Shares under this prospectus is payable not by the Fund or the Master Fund but by the Managing Owner from the Management Fee. Since such compensation is not payable by the Fund or the Master Fund, such amounts do not affect the 12-month Breakeven as described in this Table. | |
13 | The figures in this row are derived by dividing the maximum underwriting compensation as discussed in note 12 above ($3,377,000) by the estimated maximum aggregate offering price for Shares under this prospectus ($594,200,000), and multiplying that amount by the assumed net asset value per Share ($34..32) and per Basket ($1,716,000) as described in notes 1 and 2 above. |
XII. | The paragraphs on pages 28 to 29 of the Prospectus entitled Greenhaven LLC, Ashmead Pringle, 64, President, Thomas Fernandes, 37, Treasurer and Manager of Operations, Cooper Anderson, 31, Trader, and Scott Glasing, 48, Trader are deleted and replaced in their entirety with the following: |
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XIII. | The paragraphs entitled Brokerage Commissions and Fees and Routine Operational, Administrative and Other Ordinary Expenses on page 36 of the Prospectus are deleted and replaced in their entirety with the following: |
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