FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-33909
GREENHAVEN CONTINUOUS COMMODITY INDEX FUND
(Exact name of Registrant as specified in its charter)
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Delaware
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26-051234 |
(State or Other Jurisdiction of Incorporation
or Organization)
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(I.R.S. Employer Identification No.) |
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c/o GreenHaven Commodity Services LLC |
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3340 Peachtree Rd, Suite 1910 |
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Atlanta, Georgia
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30326 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (404)-239-7942
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer o |
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Accelerated Filer
o |
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Non-Accelerated Filer þ
(Do not check if a smaller reporting company) |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Indicate the number of outstanding Limited Shares as of September 30, 2008: 750,000 Limited Shares.
GREENHAVEN CONTINUOUS COMMODITY INDEX FUND
QUARTER ENDED SEPTEMBER 30, 2008
2
PART 1. FINANCIAL
INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
Greenhaven Continuous Commodity Index Fund
Consolidated Statements of Financial Condition
September 30, 2008 (Unaudited) and December 31, 2007
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September 30, |
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2008 |
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December 31, |
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(unaudited) |
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2007 |
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Assets |
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Equity in broker trading accounts: |
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Short-term investments (cost $13,577,801) |
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$ |
13,590,259 |
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$ |
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Cash held by broker |
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10,104,010 |
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Net unrealized depreciation on futures contracts |
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(2,880,544 |
) |
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Total equity in broker trading accounts |
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20,813,725 |
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Other assets |
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5,473 |
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Total assets |
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$ |
20,819,198 |
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$ |
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Liabilities and shareholders equity |
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Management fee payable to related party |
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$ |
15,852 |
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$ |
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Total liabilities |
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15,852 |
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Shareholders equity |
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General Units: |
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Paid in capital - 50 units issued and outstanding as of September 30, 2008
and December 31, 2007, respectively |
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1,500 |
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1,500 |
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Accumulated deficit |
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(113 |
) |
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Subscription receivable |
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(1,500 |
) |
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Total General Units |
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1,387 |
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Limited Units: |
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Paid in capital - 750,000 and 0 redeemable units issued and outstanding
as of September 30, 2008 and December 31, 2007, respectively |
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23,693,220 |
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Accumulated deficit |
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(2,891,261 |
) |
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Total Limited Units |
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20,801,959 |
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Total shareholders equity |
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20,803,346 |
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Total liabilities and shareholders equity |
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$ |
20,819,198 |
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$ |
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Net asset value per share |
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General Units |
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$ |
27.74 |
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N/A |
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Limited Units |
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$ |
27.74 |
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N/A |
|
See accompanying notes to consolidated financial statements
3
GreenHaven Continuous Commodity Index Fund
Unaudited Consolidated Schedule of Investments
September 30, 2008
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Percentage of |
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Fair |
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Face |
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Description |
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Net Assets |
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Value |
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Value |
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U.S. Treasury Obligations |
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U.S. Treasury Bills, 0.10%
due October 9, 2008 |
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2.40 |
% |
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$ |
499,977 |
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$ |
500,000 |
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U.S. Treasury Bills, 0.99%
due October 16, 2008 |
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24.01 |
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4,997,540 |
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5,000,000 |
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U.S. Treasury Bills, 1.80%
due November 6, 2008 |
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9.60 |
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1,998,740 |
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2,000,000 |
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U.S. Treasury Bills, 1.10%
due November 13, 2008 |
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9.60 |
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1,998,144 |
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2,000,000 |
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U.S. Treasury Bills, 1.99%
due November 20, 2008 |
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7.21 |
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1,499,712 |
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1,500,000 |
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U.S. Treasury Bills, 1.69%
due December 11, 2008 |
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4.80 |
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998,688 |
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1,000,000 |
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U.S. Treasury Bills, 1.42%
due December 26, 2008 |
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7.68 |
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1,597,458 |
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1,600,000 |
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Total United States Treasury Obligations (cost $
13,577,801) |
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65.30 |
% |
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$ |
13,590,259 |
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$ |
13,600,000 |
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Percentage of |
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Fair |
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Notional |
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Description |
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Net Assets |
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Value |
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Value |
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Unrealized Appreciation/(Depreciation) on Futures Contracts |
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Cocoa (16 contracts, settlement date December 15, 2008) |
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(0.16 |
)% |
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$ |
(34,060 |
) |
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$ |
409,280 |
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Cocoa (16 contracts, settlement date March 16, 2009) |
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(0.10 |
) |
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(21,320 |
) |
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412,320 |
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Cocoa (16 contracts, settlement date May 13, 2009) |
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(0.11 |
) |
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(22,370 |
) |
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413,120 |
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Coffee (8 contracts, settlement date December 18, 2008) |
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(0.21 |
) |
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(43,106 |
) |
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391,350 |
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Coffee (8 contracts, settlement date March 19, 2009) |
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(0.13 |
) |
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(27,000 |
) |
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404,400 |
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Coffee (8 contracts, settlement date May 18, 2009) |
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(0.12 |
) |
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(25,331 |
) |
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412,800 |
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Copper (6 contracts, settlement date December 29, 2008) |
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(0.27 |
) |
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(55,775 |
) |
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431,850 |
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Copper (5 contracts, settlement date March 27, 2009) |
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(0.25 |
) |
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(52,438 |
) |
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360,437 |
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Copper (6 contracts, settlement date May 27, 2009) |
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(0.29 |
) |
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(60,113 |
) |
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433,200 |
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Corn (16 contracts, settlement date December 12, 2008) |
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(0.32 |
) |
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(65,963 |
) |
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390,000 |
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Corn (16 contracts, settlement date March 13, 2009) |
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(0.21 |
) |
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(43,150 |
) |
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405,200 |
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Corn (16 contracts, settlement date May 14, 2009) |
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(0.20 |
) |
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(42,100 |
) |
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414,800 |
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Cotton (13 contracts, settlement date December 8, 2008) |
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(0.45 |
) |
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(94,460 |
) |
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372,125 |
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Cotton (14 contracts, settlement date March 9, 2009) |
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(0.52 |
) |
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(108,520 |
) |
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432,250 |
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Cotton (13 contracts, settlement date May 6, 2009) |
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(0.39 |
) |
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(81,260 |
) |
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414,245 |
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Florida Orange Juice (28 contracts, settlement date January 9, 2009) |
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(0.36 |
) |
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(74,025 |
) |
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390,600 |
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Florida Orange Juice (28 contracts, settlement date March 11, 2009) |
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(0.25 |
) |
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(53,032 |
) |
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405,930 |
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Florida Orange Juice (29 contracts, settlement date May 8, 2009) |
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(0.26 |
) |
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(53,670 |
) |
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435,217 |
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Gold (4 contracts, settlement date December 29, 2008) |
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0.07 |
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14,570 |
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352,320 |
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Gold (5 contracts, settlement date February 25, 2009) |
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0.04 |
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7,410 |
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443,000 |
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Gold (5 contracts, settlement date April 28, 2009) |
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0.04 |
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8,500 |
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|
445,200 |
|
Heating Oil (2 contracts, settlement date November 28, 2008) |
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(0.09 |
) |
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(19,421 |
) |
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245,381 |
|
Heating Oil (2 contracts, settlement date December 31, 2008) |
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(0.27 |
) |
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(56,599 |
) |
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|
247,691 |
|
Heating Oil (2 contracts, settlement date January 30, 2009) |
|
|
(0.14 |
) |
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(29,383 |
) |
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|
248,699 |
|
Heating Oil (2 contracts, settlement date February 27, 2009) |
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(0.14 |
) |
|
|
(29,602 |
) |
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|
248,573 |
|
Heating Oil (2 contracts, settlement date March 31, 2009) |
|
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(0.12 |
) |
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(25,889 |
) |
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|
247,649 |
|
Lean Hogs (15 contracts, settlement date December 12, 2008) |
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(0.21 |
) |
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(44,000 |
) |
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|
385,200 |
|
Lean Hogs (14 contracts, settlement date February 13, 2009) |
|
|
(0.26 |
) |
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|
(55,080 |
) |
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|
395,640 |
|
Lean Hogs (15 contracts, settlement date April 15, 2009) |
|
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(0.22 |
) |
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(44,920 |
) |
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|
453,900 |
|
Light, Sweet Crude Oil (2 contracts, settlement date November 20, 2008) |
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0.00 |
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|
760 |
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200,520 |
|
Light, Sweet Crude Oil (2 contracts, settlement date December 19, 2008) |
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(0.24 |
) |
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(49,650 |
) |
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|
201,020 |
|
Light, Sweet Crude Oil (3 contracts, settlement date January 20, 2009) |
|
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(0.23 |
) |
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(47,880 |
) |
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|
302,400 |
|
Light, Sweet Crude Oil (3 contracts, settlement date February 20, 2009) |
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|
(0.23 |
) |
|
|
(47,370 |
) |
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|
303,300 |
|
Light, Sweet Crude Oil (2 contracts, settlement date March 20, 2009) |
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(0.13 |
) |
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(27,150 |
) |
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|
202,800 |
|
Live Cattle (10 contracts, settlement date December 31, 2008) |
|
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(0.13 |
) |
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(27,280 |
) |
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|
401,500 |
|
Live Cattle (10 contracts, settlement date February 27, 2009) |
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(0.19 |
) |
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|
(39,080 |
) |
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|
402,900 |
|
Live Cattle (10 contracts, settlement date April 30, 2009) |
|
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(0.11 |
) |
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|
(23,640 |
) |
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|
403,400 |
|
Natural Gas (3 contracts, settlement date November 24, 2008) |
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(0.06 |
) |
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|
(11,800 |
) |
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|
233,640 |
|
Natural Gas (3 contracts, settlement date December 29, 2008) |
|
|
(0.64 |
) |
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|
(133,910 |
) |
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|
240,600 |
|
Natural Gas (3 contracts, settlement date January 28, 2009) |
|
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(0.20 |
) |
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|
(41,070 |
) |
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|
241,650 |
|
Natural Gas (3 contracts, settlement date February 25, 2009) |
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(0.20 |
) |
|
|
(41,500 |
) |
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|
237,900 |
|
Natural Gas (3 contracts, settlement date March 27, 2009) |
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(0.15 |
) |
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|
(31,920 |
) |
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|
233,250 |
|
Platinum (12 contracts, settlement date January 28, 2009) |
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(0.77 |
) |
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|
(160,470 |
) |
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|
617,100 |
|
Platinum (12 contracts, settlement date April 28, 2009) |
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|
(1.18 |
) |
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|
(245,025 |
) |
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|
622,800 |
|
Silver (7 contracts, settlement date December 29, 2008) |
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|
(0.19 |
) |
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|
(38,825 |
) |
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|
429,625 |
|
Silver (6 contracts, settlement date March 27, 2009) |
|
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(0.35 |
) |
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|
(73,190 |
) |
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|
371,280 |
|
Silver (7 contracts, settlement date May 27, 2009) |
|
|
(0.42 |
) |
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|
(87,650 |
) |
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|
435,050 |
|
Soybean (8 contracts, settlement date January 14, 2009) |
|
|
(0.35 |
) |
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|
(73,550 |
) |
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|
424,900 |
|
Soybean (8 contracts, settlement date March 13, 2009) |
|
|
(0.33 |
) |
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|
(68,100 |
) |
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|
431,000 |
|
Soybean (7 contracts, settlement date May 14, 2009) |
|
|
(0.33 |
) |
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|
(68,000 |
) |
|
|
381,413 |
|
Sugar (40 contracts, settlement date February 27, 2009) |
|
|
(0.14 |
) |
|
|
(28,213 |
) |
|
|
611,968 |
|
Sugar (39 contracts, settlement date April 30, 2009) |
|
|
(0.19 |
) |
|
|
(38,987 |
) |
|
|
608,026 |
|
Wheat (12 contracts, settlement date December 12, 2008) |
|
|
(0.30 |
) |
|
|
(62,300 |
) |
|
|
408,000 |
|
Wheat (11 contracts, settlement date March 13, 2009) |
|
|
(0.40 |
) |
|
|
(82,387 |
) |
|
|
385,687 |
|
Wheat (12 contracts, settlement date May 14, 2009) |
|
|
(0.48 |
) |
|
|
(100,250 |
) |
|
|
429,750 |
|
|
|
|
|
|
|
|
|
|
|
Net Unrealized Depreciation on Futures Contracts |
|
|
(13.84) |
% |
|
|
(2,880,544 |
) |
|
$ |
20,803,856 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements
4
Greenhaven Continuous Commodity Index Fund
Unaudited Consolidated Statements of Income and Expenses
For the Three and Nine Months Ended September 30, 2008
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|
|
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|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
September 30, 2008 |
|
|
September 30, 2008 |
|
Income |
|
|
|
|
|
|
|
|
Interest Income |
|
$ |
106,710 |
|
|
$ |
311,727 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
Management fee to related party |
|
|
54,359 |
|
|
|
154,655 |
|
Brokerage commissions and fees |
|
|
15,348 |
|
|
|
45,280 |
|
|
|
|
|
|
|
|
Total expenses |
|
|
69,707 |
|
|
|
199,935 |
|
|
|
|
|
|
|
|
Net investment income |
|
|
37,003 |
|
|
|
111,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized and Net Change in Unrealized Gain (Loss) on |
|
|
|
|
|
|
|
|
Investments and Futures Contracts |
|
|
|
|
|
|
|
|
Realized Gain (Loss) on |
|
|
|
|
|
|
|
|
Investments |
|
|
2,179 |
|
|
|
2,725 |
|
Futures Contracts |
|
|
(2,374,014 |
) |
|
|
(137,805 |
) |
|
|
|
|
|
|
|
Net realized loss |
|
|
(2,371,835 |
) |
|
|
(135,080 |
) |
|
|
|
|
|
|
|
Net Change in Unrealized Gain (Loss) on |
|
|
|
|
|
|
|
|
Investments |
|
|
12,376 |
|
|
|
12,458 |
|
Futures Contracts |
|
|
(4,683,842 |
) |
|
|
(2,880,544 |
) |
|
|
|
|
|
|
|
Net change in unrealized loss |
|
|
(4,671,466 |
) |
|
|
(2,868,086 |
) |
|
|
|
|
|
|
|
Net realized and unrealized loss on Investments
and Future Contracts |
|
|
(7,043,301 |
) |
|
|
(3,003,166 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(7,006,298 |
) |
|
$ |
(2,891,374 |
) |
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements
5
Greenhaven Continuous Commodity Index Fund
Unaudited Consolidated Statement of Changes in Shareholders Equity
For the Nine Months Ended September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Units |
|
|
Limited Units |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited |
|
|
Total |
|
|
|
General Units |
|
|
Accumulated |
|
|
Subscription |
|
|
Shareholders |
|
|
Limited Units |
|
|
Accumulated |
|
|
Shareholders |
|
|
Shareholders |
|
|
|
Units |
|
|
Amount |
|
|
Deficit |
|
|
Receivable |
|
|
Equity |
|
|
Units |
|
|
Amount |
|
|
Deficit |
|
|
Equity |
|
|
Equity |
|
Balance at December 31, 2007 |
|
|
50 |
|
|
$ |
1,500 |
|
|
$ |
|
|
|
$ |
(1,500 |
) |
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Collection of Subscription receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
|
|
1,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
Sale of Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,450,000 |
|
|
|
47,667,924 |
|
|
|
|
|
|
|
47,667,924 |
|
|
|
47,667,924 |
|
Redemption of Limited Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(700,000 |
) |
|
|
(23,974,704 |
) |
|
|
|
|
|
|
(23,974,704 |
) |
|
|
(23,974,704 |
) |
Net loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
111,785 |
|
|
|
111,785 |
|
|
|
111,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized loss on Investments and Futures Contracts |
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
(135,077 |
) |
|
|
(135,077 |
) |
|
|
(135,080 |
) |
Net change in unrealized loss on Investments and Futures Contracts |
|
|
|
|
|
|
|
|
|
|
(117 |
) |
|
|
|
|
|
|
(117 |
) |
|
|
|
|
|
|
|
|
|
|
(2,867,969 |
) |
|
|
(2,867,969 |
) |
|
|
(2,868,086 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(113 |
) |
|
|
|
|
|
|
(113 |
) |
|
|
|
|
|
|
|
|
|
|
(2,891,261 |
) |
|
|
(2,891,261 |
) |
|
|
(2,891,374 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2008 |
|
|
50 |
|
|
$ |
1,500 |
|
|
$ |
(113 |
) |
|
$ |
|
|
|
$ |
1,387 |
|
|
|
750,000 |
|
|
$ |
23,693,220 |
|
|
$ |
(2,891,261 |
) |
|
$ |
20,801,959 |
|
|
$ |
20,803,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements
6
Greenhaven Continuous Commodity Index Fund
Unaudited Consolidated Statement of Cash Flows
For the Nine Months Ended September 30, 2008
|
|
|
|
|
Cash flow from operating activities: |
|
|
|
|
Net Loss |
|
$ |
(2,891,374 |
) |
Adjustments to reconcile net loss to net cash used for operating activities: |
|
|
|
|
Purchase of investment securities |
|
|
(96,745,574 |
) |
Proceeds from investment securities |
|
|
83,465,528 |
|
Net accretion of discount and amortization of premium |
|
|
(295,030 |
) |
Net realized gain on investment securities |
|
|
(2,725 |
) |
Unrealized depreciation from investments |
|
|
2,868,086 |
|
Increase in other assets |
|
|
(5,473 |
) |
Increase in accrued expenses |
|
|
15,852 |
|
|
|
|
|
Net cash used for operating activities |
|
|
(13,590,710 |
) |
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
Collection of subscription receivable |
|
|
1,500 |
|
Proceeds from sale of Limited Units |
|
|
47,667,924 |
|
Redemption of Units |
|
|
(23,974,704 |
) |
|
|
|
|
Net cash provided by financing activities |
|
|
23,694,720 |
|
|
|
|
|
|
Net change in cash |
|
|
10,104,010 |
|
Cash held by broker at beginning of period |
|
|
|
|
|
|
|
|
Cash held by broker at end of period |
|
$ |
10,104,010 |
|
|
|
|
|
See accompanying notes to consolidated financial statements
7
GreenHaven Continuous Commodity Index Fund
Notes to Unaudited Consolidated Financial Statements
September 30, 2008
(1) Organization
The GreenHaven Continuous Commodity Index Fund (the Fund; Fund may also refer to the Fund and the
Master Fund, collectively as the context requires) was formed as a Delaware statutory trust on
October 27, 2006, and GreenHaven Continuous Commodity Master Index Fund (the Master Fund), was
formed as a Delaware statutory trust on October 27, 2006. The Fund offers common units of
beneficial interest (the Shares). Upon inception of the Fund, 50 General Units of the Fund were
issued to GreenHaven Commodity Services, LLC (the Managing Owner) in exchange for a capital
contribution of $1,500. The Managing Owner serves the Fund as commodity pool operator, commodity
trading advisor, and managing owner.
Shares are purchased from the Fund only by Authorized Participants in one or more blocks of 50,000
Shares, called a Basket. The proceeds from the offering of Shares are invested in the Master Fund.
The Master Fund actively trades exchange traded futures on the commodities comprising the Reuters
Continuous Commodity Index (the Index), with a view to tracking the performance of the Index over
time. The Master Funds portfolio also includes United States Treasury securities for deposit with
the Master Funds commodities brokers as margin and other high credit quality short term fixed
income securities. The Fund wholly owns the Master Fund. The Fund and Master Fund commenced
investment operations on January 23, 2008 with the offering of 350,000 Shares in exchange for
$10,500,000. The Fund commenced trading on the American Stock Exchange (the AMEX) on January 24,
2008. Accordingly, there is no comparable prior reporting period.
The Index is intended to reflect the performance of certain commodities. The commodities comprising
the Index (the Index Commodities) are: Corn, Soybeans, Wheat, Live Cattle, Lean Hogs, Gold,
Silver, Copper, Cocoa, Coffee, Sugar, Cotton, Orange Juice, Platinum, Crude Oil, Heating Oil, and
Natural Gas.
The Managing Owner and the Shareholders share in any profits and losses of the Fund attributable to
the Fund in proportion to the percentage interest owned by each.
The Managing Owner, the Fund and the Master Fund will retain the services of third party service
providers to the extent necessary to operate the ongoing operations of the Fund and the Master Fund
(see Note (2)).
Unaudited Interim Financial Information
The consolidated financial statements as of and for the three and nine month periods ended
September 30, 2008 included herein are unaudited. In the opinion of the Managing Owner, the
unaudited financial statements have been prepared on the same basis as the annual financial
statement and include all adjustments, which are of the normal recurring nature, necessary for a
fair statement of the Funds financial position, investments, results of operations and its cash
flows. Interim results are not necessarily indicative of the results that will be achieved for the
year or for any other interim period or for any future year.
(2) Service Providers and Related Party Agreements
(a) The Trustee CSC Trust is the trustee for the Fund and Master Fund. CSC Trust is
headquartered in Wilmington, DE.
(b) The Managing Owner GreenHaven Commodity Services, LLC is the managing owner of the Fund and
Master Fund and is responsible for the day to day operations of both entities. The Managing Owner
charges the Fund a management fee for its services. GreenHaven Commodity Services, LLC is a
Delaware limited liability company with operations in Atlanta, GA.
(c) The Administrator The Bank of New York Mellon Corporation has been appointed by the
Managing Owner as the administrator, custodian and transfer agent of the Fund and the Master Fund,
and
8
has entered into separate administrative, custodian, transfer agency and service agreements
(collectively referred to as the Administration Agreement). Pursuant to the Administration
Agreement, the Administrator performs or supervises the services necessary for the operation and
administration of the Fund and the Master Fund (other than making investment decisions), including
receiving net asset value calculations, accounting and other fund administrative services. As the
Funds transfer agent, the Administrator will process additions and redemptions of Shares. These
transactions will be processed on Depository Trust Companys (DTC) book entry system. The
Administrator retains certain financial books and records, including: Basket creation and
redemption books and records, fund accounting records, ledgers with respect to assets, liabilities,
capital, income and expenses, the registrar, transfer journals and related details and trading and
related documents received from futures commission merchants. The Bank of New York Mellon
Corporation is based in New York, New York.
(d) The Commodity Broker Merrill Lynch, Pierce, Fenner & Smith (Merrill Lynch) is the Master
Funds Commodity Broker. In its capacity as the Commodity Broker, it executes and clears each of
the Master Funds futures transactions and performs certain administrative services for the Master
Fund. Merrill Lynch is based in New York, New York.
(e) The Distributor ALPS Inc. provides certain distribution services to the Fund. Pursuant to
the Distribution Services Agreement between the Managing Owner in its capacity as managing owner of
the Fund and Distributor, the Distributor assists the Managing Owner and the Administrator with
certain functions and duties relating to the creation and redemption of Baskets. The Distribution
Services Agreement is effective for two years and thereafter shall continue automatically for
successive annual periods, provided that such continuance is specifically approved at least
annually by the Managing Owner or otherwise as provided under the Distribution Services Agreement.
The Distribution Services Agreement is terminable without penalty on sixty (60) days written notice
by the Managing Owner or by the Distributor. The Distribution Services Agreement shall
automatically terminate in the event of its assignment.
(f) The Authorized Participant Authorized Participants may create or redeem shares of the
Master Fund. Each Authorized Participant must (1) be a registered broker-dealer or other securities
market participant such as a bank or other financial institution which is not required to register
as a broker-dealer to engage in securities transactions, (2) be a participant in the Depository
Trust Company, or DTC, and (3) have entered into a participant agreement with the Fund and the
Managing Owner, or a Participant Agreement. The Participant Agreement sets forth the procedures for
the creation and redemption of Baskets of Shares and for the delivery of cash required for such
creations or redemptions. A list of the current Authorized Participants can be obtained from the
Administrator. A similar agreement between the Fund and the Master Fund sets forth the procedures
for the creation and redemption of Master Unit Baskets by the Fund.
(3) Summary of Significant Accounting Policies
(a) Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. Actual results could differ from those
estimates.
(b) Cash and Cash Equivalents
The Fund defines cash and cash equivalents to be highly liquid investments, with original
maturities of three months or less when acquired.
(c) United States Treasury Obligations
The Fund records purchases and sales of United States Treasury Obligations on a trade date basis.
These holdings are marked to market based on quoted market closing prices. The Fund holds United
States Treasury Obligations for deposit with the Master Funds commodity brokers for margin
purposes and to earn additional interest income on the remaining cash balance. Interest income is
recognized on an
9
accrual basis when earned. Premiums and discounts are amortized or accreted over the life of the
United States Treasury Obligations using the interest method.
(d) Income Taxes
The Fund and Master Fund are classified as a grantor trust and a partnership respectively, for U.S.
federal income tax purposes. Accordingly, neither the Fund nor the Master Fund will incur U.S.
federal income taxes. No provision for federal, state, and local income taxes has been made in the
accompanying consolidated financial statements, as investors are individually liable for income
taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain,
loss, deductions and other items.
(e) Futures Contracts
All commodity futures contracts are held and used for trading purposes. The commodity futures are
recorded on a trade date basis and open contracts are recorded in the consolidated statement of
financial condition at fair value on the last business day of the period, which represents market
value for those commodity futures for which market quotes are readily available. However, when
market closing prices are not available, the Managing Owner may value an asset of the Master Fund
pursuant to such other principles as the Managing Owner deems fair and equitable so long as such
principles are consistent with normal industry standards. Realized gains (losses) and changes in
unrealized appreciation (depreciation) on open positions are determined on a specific
identification basis and recognized in the consolidated statement of income and expenses in the
period in which the contract is closed or the changes occur, respectively.
(f) Basis of Presentation & Consolidation
Upon the initial offering of the limited shares of the Fund, 100% of the capital raised by the Fund
was used to purchase common units of beneficial interest of the Master Fund. The financial
statement balances of the Master Fund were consolidated with the Funds financial statement
balances beginning the first reporting period subsequent to the initial offering, and all
significant inter-company balances and transactions were eliminated.
(4) Fair Value Measurements
In September 2006, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 157,
Fair Value Measurement (Statement 157). Statement 157 defines fair value, establishes framework
for the measurement of fair value, and enhances disclosures about fair value measurements. The
Statement does not require any new fair value measures. The Statement is effective for fair value
measures already required or permitted by other standards for fiscal years beginning after
November 15, 2007. The Fund was required to adopt Statement 157 beginning on January 1, 2008.
Statement 157 is required to be applied prospectively, except for certain financial instruments.
Any transition adjustment will be recognized as an adjustment to opening retained earnings in the
year of adoption. The Fund adopted Statement No. 157 when trading operations commenced on
January 24, 2008. The Fund believes that all of the measurements of operations are reoccurring
measurements. The assets of the Fund are either exchange traded or government securities that have
widely disseminated mark to market pricing. The adoption of Statement 157 had no impact on the
consolidated statements of financial condition and consolidated statements of income and expenses,
or the manner for which fair value is determined.
The Fund utilizes various inputs used in determining the value of the Funds investments. These
inputs are summarized in the three broad levels listed below as follows:
Level 1 quoted prices in active markets for identical securities
Level 2 other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit risk, etc.)
Level 3 significant unobservable inputs (including the Funds own assumptions
in determining the fair value of investments)
10
The inputs or methodology used for valuing securities are not necessarily an indication of the risk
associated with investing in those securities. A summary of the inputs used as of September 30,
2008 in valuing the Funds assets at fair value are:
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
Other Financial |
Valuation inputs |
|
in Securities |
|
Instruments* |
Level 1 - Quoted Prices |
|
$ |
|
|
|
$ |
(2,880,544 |
) |
Level 2 - Other Significant Observable Inputs |
|
|
13,590,259 |
|
|
|
|
|
Level 3 - Significant Unobservable Inputs |
|
|
|
|
|
|
|
|
Total |
|
$ |
13,590,259 |
|
|
$ |
(2,880,544 |
) |
|
|
|
* |
|
Other financial instruments are futures contracts, which are valued at the closing exchange price. |
(5) Financial Instrument Risk
In the normal course of its business, the Fund is party to financial instruments with off-balance
sheet risk. The term off-balance sheet risk refers to an unrecorded potential liability that,
even though it does not appear on the balance sheet, may result in a future obligation or loss. The
financial instruments used by the Fund are commodity futures, whose values are based upon an
underlying asset and generally represent future commitments to have a reasonable possibility to be
settled in cash or through physical delivery. These instruments are traded on an exchange and are
standardized contracts.
Market risk is the potential for changes in the value of the financial instruments traded by the
Fund due to market changes, including fluctuations in commodity prices. In entering into these
contracts, there exists a market risk that such contracts may be significantly influenced by
conditions, resulting in such contracts being less valuable. If the markets should move against all
of the futures interest positions at the same time, and the Managing Owner was unable to offset
such positions, the Fund could experience substantial losses.
Credit risk is the possibility that a loss may occur due to the failure of an exchange
clearinghouse to perform according to the terms of a contract. Credit risk with respect to
exchange-traded instruments is reduced to the extent that an exchange or clearing organization acts
as a counterparty to the transactions. The Funds risk of loss in the event of counterparty default
is typically limited to the amounts recognized in the statement of assets and liabilities and not
represented by the contract or notional amounts of the instruments.
The Fund and the Master Fund have not utilized, nor do they expect to utilize in the future,
special purpose entities to facilitate off-balance sheet financing arrangements and have no loan
guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered
into in the normal course of business.
(6) Share Purchases and Redemptions
(a) Purchases
Shares may be purchased from the Fund only by certain eligible financial institutions (Authorized
Participants) in one or more blocks of 50,000 Shares, called Baskets. The Fund will issue Shares
in Baskets only to Authorized Participants continuously as of noon, New York time, on the business
day immediately following the date on which a valid order to create a Basket is accepted by the
Fund, at the net asset value of 50,000 Shares as of the closing time of the AMEX or the last to
close of the exchanges on which the Index Commodities are traded, whichever is later, on the date
that a valid order to create a Basket is accepted by the Fund.
(b) Redemptions
On any business day, an Authorized Participant may place an order with the Distributor to redeem
one or more Baskets. Redemption orders must be placed by 10:00 a.m., New York time. The day on
which the
11
Distributor receives a valid redemption order is the redemption order date. The redemption
procedures allow only Authorized Participants to purchase and redeem Baskets. Individual
Shareholders may not redeem Shares directly from the Fund.
By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be
redeemed through DTCs book-entry system to the Fund not later than noon, New York time, on the
business day immediately following the redemption order date. By placing a redemption order, and
prior to receipt of the redemption distribution, an Authorized Participants DTC account will be
charged the nonrefundable transaction fee due for the redemption order.
The redemption distribution from the Fund consists of the cash redemption amount. The cash
redemption amount is equal to the net asset value of the number of Basket(s) requested in the
Authorized Participants redemption order as of the closing time of the AMEX or the last to close
of the exchanges on which the Index Commodities are traded, whichever is later, on the redemption
order date. The Fund will distribute the cash redemption amount at noon, New York time, on the
business day immediately following the redemption order date through DTC to the account of the
Authorized Participant as recorded on DTCs book entry system.
The redemption distribution due from the Fund is delivered to the Authorized Participant at noon,
New York time, on the business day immediately following the redemption order date if, by such time
on such business day immediately following the redemption order date, the Funds DTC account has
been credited with the Baskets to be redeemed. If the Funds DTC account has not been credited with
all of the Baskets to be redeemed by such time, the redemption distribution is delivered to the
extent of whole Baskets received. Any remainder of the redemption distribution is delivered on the
next business day to the extent of remaining whole Baskets received if the Administrator receives
the fee applicable to the extension of the redemption distribution date which the Managing Owner
may, from time to time, determine and the remaining Baskets to be redeemed are credited to the
Funds DTC account by noon, New York time, on such next business day. Any further outstanding
amount of the redemption order shall be canceled. The Administrator is also authorized to deliver
the redemption distribution notwithstanding that the Baskets to be redeemed are not credited to the
Funds DTC account by noon, New York time, on the business day immediately following the redemption
order date if the Authorized Participant has collateralized its obligation to deliver the Baskets
through DTCs book entry system on such terms as the Administrator and the Managing Owner may from
time to time agree upon.
The Distributor may, in its discretion, and will when directed by the Managing Owner, suspend the
right of redemption or postpone the redemption settlement date, (1) for any period during which an
emergency exists as a result of which the redemption distribution is not reasonably practicable, or
(2) for such other period as the Managing Owner determines to be necessary for the protection of
the Shareholders. In addition, the Distributor will reject a redemption order if the order is not
in proper form as described in the Participant Agreement or if the fulfillment of the order, in the
opinion of its counsel, might be unlawful. Any such postponement, suspension or rejection could
adversely affect a redeeming Authorized Participant. For example, the resulting delay may adversely
affect the value of the Authorized Participants redemption proceeds if the net asset value of the
Fund declines during the period of the delay. Under the Distribution Services Agreement, the
Managing Owner and the Distributor may disclaim any liability for any loss or damage that may
result from any such suspension or postponement.
(7) Operating Expenses, Organizational and Offering Costs
(a) Management Fee
The Master Fund pays the Managing Owner a management fee (the Management Fee) monthly in arrears,
in an amount equal to 0.85% per annum of the net asset value of the Master Fund. No separate
management fee will be paid by the Fund. The Management Fee will be paid in consideration of the
use of the license for the Reuters Continuous Commodity Index held by GreenHaven, LLC, a Georgia
limited liability company formed in August 2005, and its subsidiary GreenHaven Commodity Services,
LLC, as well as for commodity futures trading advisory services. The management fee incurred for
the nine month period ended September 30, 2008 was $154,655. This fee was charged to the Fund and
paid to the Managing Owner.
12
(b) Organization and Offering Expenses
Expenses incurred in connection with organizing the Fund and the Master Fund and the offering of
the Shares will be paid by GreenHaven, LLC. GreenHaven, LLC is the sole member of the Managing
Owner. The Fund and the Master Fund do not have an obligation to reimburse GreenHaven, LLC or its
affiliates for organization and offering expenses paid on their behalf.
(c) Brokerage Commissions and Fees
The Master Fund pays to the Commodity Broker all brokerage commissions, including applicable
exchange 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 $15 per round-turn trade. A round-turn trade is a buy and sell
pair. The Managing Owner does not expect brokerage commissions and fees to exceed 0.24% of the net
asset value of the Master Fund in any year. Brokerage commissions and fees will be charged against
the Master Funds Assets on a per transaction basis on the date of the transaction. The brokerage
commissions and trading fees incurred for the three and nine month periods ended September 30, 2008
were $15,293 and $45,280. These fees were charged to the Fund and paid to the Commodity Broker.
Brokerage commissions and trading fees are typically charged by the Commodity Broker to the Fund on
a half-turn basis, i.e. half is charged when a contract is opened and half is charged when a
position is closed. Currently, the Fund accrues monthly an amount equal to .02% of the net asset
value of the Master Fund.
(d) Extraordinary Fees and Expenses
The Master Fund will pay all the extraordinary fees and expenses, if any, of the Fund and the
Master Fund. Such extraordinary fees and expenses, by their nature, are unpredictable in terms of
timing and amount.
(e) Routine Operational, Administrative and Other Ordinary Expenses
During the Continuous Offering Period the Managing Owner will pay all of the routine operational,
administrative and other ordinary expenses of the Index Fund and the Master Fund, including, but
not limited to, accounting and computer services, the fees and expenses of the Trustee, legal fees
and expenses, tax preparation expenses, filing fees, fees in connection with fund administration,
and printing, mailing and duplication costs
(8) Termination
The term of the Fund is perpetual (unless terminated earlier in certain circumstances) as defined
in the Prospectus.
(9) Profit and Loss Allocations and Distributions
The Managing Owner and the Shareholders share in any profits and losses of the Fund attributable to
the Fund in proportion to the percentage interest owned by each. Distributions may be made at the
sole discretion of the Managing Owner on a pro rata basis in accordance with the respective capital
balances of the shareholders.
(10) Net Asset Value and Financial Highlights
The Fund is presenting the following net asset value and financial highlights related to investment
performance and operations for a Share outstanding for the period from January 23, 2008
(commencement of investment operations) to September 30, 2008 and for the three month period ended
September 30, 2008. The net investment income and total expense ratios have been annualized. The
total return is based on the change in net asset value of the Shares during the period. An
individual investors return and ratios may vary based on the timing of capital transactions.
13
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
30-Sep-08 |
|
|
30-Sep-08 |
|
Net Asset Value |
|
|
|
|
|
|
|
|
Net asset value at beginning of period |
|
$ |
36.83 |
|
|
$ |
30.00 |
|
|
|
|
|
|
|
|
|
|
Net realized and change in unrealized loss from
investments |
|
|
-9.14 |
|
|
|
-2.40 |
|
Net investment income |
|
|
0.05 |
|
|
|
0.14 |
|
|
|
|
|
|
|
|
Net decrease in net assets from operations |
|
|
-9.09 |
|
|
|
-2.26 |
|
Net asset value per Limited Share, beginning of period |
|
|
36.83 |
|
|
|
30.00 |
|
|
|
|
|
|
|
|
Net asset value per Limited Share, end of period |
|
|
27.74 |
|
|
|
27.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, beginning of period |
|
|
36.87 |
|
|
|
30.00 |
|
|
|
|
|
|
|
|
Market value per Limited Share, end of period |
|
$ |
27.62 |
|
|
$ |
27.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio to average net assets (i) |
|
|
|
|
|
|
|
|
Net investment income |
|
|
0.58 |
|
|
|
0.61 |
|
Total expenses |
|
|
1.10 |
|
|
|
1.10 |
|
|
|
|
|
|
|
|
|
|
Total Return, at net asset value (ii) |
|
|
-24.7 |
% |
|
-7.5 |
%(iii) |
|
|
|
|
|
|
|
Total Return, at market value (ii) |
|
|
-25.1 |
% |
|
-7.9 |
%(iii) |
|
|
|
|
|
|
|
|
|
|
(i) |
|
Amounts are annualized. |
|
(ii) |
|
Percentages are not annualized. |
|
(iii) |
|
Percentages are calculated for the period January 23, 2008 to September 30, 2008 based
on initial offering price upon commencement of investment operations of $30.00. |
(11) Recently Issued Accounting Standards
In December 2007, the FASB issued a revision to SFAS No. 141, Business Combinations. Statement
141 (revised) applies prospectively to business combinations for which the acquisition date is on
or after the beginning of the first annual reporting period beginning on or after December 15,
2008. Statement 141 (revised) retains the fundamental requirements in Statement 141 that the
acquisition method of accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business combination. The Fund
has made no commitments and entered into no negotiations regarding a business combination.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements an amendment to ARB No 51 (Statement 160). Statement 160 requires
noncontrolling interests (previously referred to as minority interests) to be reported as a
component of equity, which changes the accounting for transactions with noncontrolling interest
holders. Statement 160 is effective for periods beginning on or after December 15, 2008 and earlier
adoption is prohibited. Statement 160 will be applied prospectively to all noncontrolling interests
including any that arose before the effective date and presentation and disclosure requirements
shall be applied retrospectively for all periods presented. The Fund is currently evaluating the
impact of adopting Statement 160 on its results of operations and financial position.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of FASB Statement No. 133 (Statement 161). Statement 161 is effective
for financial statements issued for fiscal years and interim periods beginning after November 15,
2008, with early application encouraged. Statement 161 has the same scope as Statement 133.
Accordingly, it applies to all entities. Statement 161 changes the disclosure requirements for
derivative instruments and hedging
14
activities. Entities are required to provide enhanced disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related hedged items are accounted
for under Statement 133 and its related interpretations, and (c) how derivative instruments and
related hedged items affect an entitys financial position, financial performance, and cash flows.
The Fund is currently studying the requirements of Statement 161 and preparing to comply by the
required date.
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles (Statement 162). Statement 162 identifies the sources of accounting principles and
the framework for selecting the principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally accepted accounting
principles (GAAP) in the United States (the GAAP hierarchy). The FASB does not expect that
Statement 162 will result in a change in current practice. Consequently, the Fund does not believe
that Statement 162 will result in a change in its accounting practices.
In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts
- an interpretation of FASB Statement No. 60 (Statement 163). The scope of Statement 163 is
limited to financial guarantee insurance (and reinsurance) contracts issued by enterprises within
the scope of Statement 60. This Statement is effective for financial statements issued for periods
beginning after December 15, 2008, however some disclosures about the insurance enterprises
risk-management activities are effective for the first period beginning after May 2008 .The Fund
does not believe it falls within the scope of Statement 60 and therefore does not believe that
Statement No. 163 will have any effect on its accounting practices.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Overview / Introduction
As of December 31, 2007 the Fund had not commenced operations. The initial offering period began
and ended on January 23, 2008 during which time 350,000 shares were sold at $30 per share for total
proceeds of $10,500,000. The entire proceeds were received by the Fund which then invested them in
the Master Fund. Shares were then listed for trading on the American Stock Exchange on January 24,
2008, marking the beginning of the continuous offering period. The ticker symbol of the Fund is
GCC.
Performance Summary
There is no performance history prior to the beginning of trading on January 24, 2008. For
performance history subsequent to the beginning of trading, see item (10) of the Notes to Unaudited
Financial Statements of September 30, 2008, above.
Net Asset Value
The Administrator calculates a daily Net Asset Value per share of the Fund, based on closing prices
of the underlying futures contracts. The first such calculation was as of market close on January
24, 2008, the first day of trading on the AMEX. Values of the underlying Index are computed by
Reuters America, LLC, and disseminated by the AMEX every fifteen (15) seconds during the trading
day. Only settlement and last-sale prices are used in the Indexs calculation, bids and offers are
not recognized including limit-bid and limit-offer price quotes. Where no last-sale price exists,
typically in the more deferred contract months, the previous days settlement price is used. This
means that the underlying Index may lag its theoretical value. This tendency to lag is evident at
the end of the day when the Index value is based on the settlement prices of the component
commodities, and explains why the underlying Index often closes at or near the high or low for the
day.
Critical Accounting Policies
The Funds critical accounting policies are as follows:
Preparation of the financial statements and related disclosures in conformity with U.S. generally
accepted accounting principles requires the application of appropriate accounting rules and
guidance, as well as the use of estimates, and requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, revenue and expense and
related disclosure of contingent assets and liabilities during the reporting period of the
consolidated financial statements and accompanying notes. The
15
Funds application of these policies involves judgments and actual results may differ from the
estimates used.
The Master Fund holds a significant portion of its assets in futures contracts and United States
Treasury Obligations, both of which will be recorded on a trade date basis and at fair value in the
consolidated financial statements, with changes in fair value reported in the consolidated
statement of income and expenses. Generally, fair values are based on quoted market closing prices.
However, when market closing prices are not available, the Managing Owner may value an asset of the
Master Fund pursuant to policies the Managing Owner has adopted, which are consistent with normal
industry standards.
The use of fair value to measure financial instruments, with related unrealized gains or losses
recognized in earnings in each period is fundamental to the Funds financial statements. The fair
value of a financial instrument is the amount that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date
(the exit price).
The Fund adopted FASB Statement No. 157, Fair Value Measurements (Statement 157), effective
January 1, 2008. In determining fair value of United States Treasury Obligations and commodity
futures contracts, the Fund uses unadjusted quoted market prices in active markets. The objective
of a fair value measurement is to determine the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date (an exit price). The hierarchy gives the highest priority to unadjusted quoted
prices for identical assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). Assets and liabilities are classified in their entirety
based on the lowest level of input that is significant to the fair value measurement.
When market closing prices are not available, the Managing Owner may value an asset of the Master
Fund pursuant to policies the Managing Owner has adopted, which are consistent with normal industry
standards.
Realized gains (losses) and changes in unrealized gain (loss) on open positions are determined on a
specific identification basis and recognized in the consolidated statement of income and expenses
in the period in which the contract is closed or the changes occur, respectively.
Interest income on United States Treasury Obligations is recognized on an accrual basis when
earned. Premiums and discounts are amortized or accreted over the life of the United States
Treasury Obligations.
Liquidity
The Managing Owner knows of no trends, demands, commitments, events or uncertainties that will
result in or that are reasonably likely to result in the Funds liquidity increasing or decreasing
in any material way.
Capital Resources
The Fund had no commitments for capital expenditures as of September 30, 2008. Currently, the Fund
invests only in U.S Treasury bills and in long positions in exchange-traded commodity futures
contracts. Therefore, it has no expectation of entering into commitments for capital expenditures
at any time in the future.
Off-Balance Sheet Arrangements and Contractual Obligations
As of September 30, 2008 the Fund had no commitments or contractual obligations other than its long
positions in futures contracts as detailed in the included Consolidated Schedule of Investments.
Typically, those positions require the Fund to deposit initial margin funds with its Commodity
Broker in amounts equal to approximately 10% of the notional value of the contracts. In addition,
the Fund may be required to make additional margin deposits if prices fall for the underlying
commodities. Since the Fund is unleveraged, it holds in reserve the shareholder funds not required
for margin and invests these in U.S. Treasury bills. These funds are available to meet variation
margin calls.
In the normal course of its business, the Fund is party to financial instruments with off-balance
sheet risk. The term off-balance sheet risk refers to an unrecorded potential liability that,
even though it does not appear on the balance sheet, may result in a future obligation or loss. The
financial instruments used by the Fund are commodity futures, whose values are based upon an
underlying asset and generally represent
16
future commitments which have a reasonable possibility to be settled in cash or through physical
delivery. The financial instruments are traded on an exchange and are standardized contracts.
The Fund has not utilized, nor does it expect to utilize in the future, special purpose entities to
facilitate off-balance sheet financing arrangements and has no loan guarantee arrangements or
off-balance sheet arrangements of any kind, The Funds contractual obligations are with the
Managing Owner and the Commodity Broker. Management Fee payments made to the Managing Owner are
calculated as a fixed percentage of the Master Funds net asset value. Commission payments to the
Commodity Broker are on a contract-by-contract, or round-turn, basis. As such, the Managing Owner
cannot anticipate the amount of payments that will be required under these arrangements for future
periods as net asset values are not known until a future date.
17
Results of Operations
FOR THE PERIOD FROM JANUARY 23, 2008 (COMMENCEMENT OF INVESTMENT OPERATIONS) TO SEPTEMBER 30, 2008 (REFERRED TO HEREIN AS PERIOD ENDED SEPTEMBER 30, 2008)
The Fund was launched on January 23, 2008 at $30.00 per share and listed for trading on the Amex on
January 24, 2008.
GreenHaven Continuous Commodity Index Fund performance since inception
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
NAV |
|
Total Shares |
|
Extended Value |
|
1 Month |
|
3 Months |
|
Year to Date |
|
Since Inception |
1/24/2008 |
|
$ |
30.00 |
|
|
|
350,050 |
|
|
$ |
10,501,500.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/31/2008 |
|
$ |
31.65 |
|
|
|
350,050 |
|
|
$ |
11,079,082.50 |
|
|
|
5.50 |
% |
|
|
|
|
|
|
5.50 |
% |
|
|
5.50 |
% |
2/29/2008 |
|
$ |
35.41 |
|
|
|
900,050 |
|
|
$ |
31,870,770.50 |
|
|
|
11.88 |
% |
|
|
|
|
|
|
18.03 |
% |
|
|
18.03 |
% |
3/31/2008 |
|
$ |
32.46 |
|
|
|
900,050 |
|
|
$ |
29,215,623.00 |
|
|
|
-8.33 |
% |
|
|
|
|
|
|
8.20 |
% |
|
|
8.20 |
% |
4/30/2008 |
|
$ |
33.49 |
|
|
|
900,050 |
|
|
$ |
30,142,674.50 |
|
|
|
3.17 |
% |
|
|
5.81 |
% |
|
|
11.63 |
% |
|
|
11.63 |
% |
5/31/2008 |
|
$ |
33.77 |
|
|
|
950,050 |
|
|
$ |
32,083,188.50 |
|
|
|
0.84 |
% |
|
|
-4.63 |
% |
|
|
12.57 |
% |
|
|
12.57 |
% |
6/30/2008 |
|
$ |
36.83 |
|
|
|
800,050 |
|
|
$ |
29,465,841.50 |
|
|
|
9.06 |
% |
|
|
13.46 |
% |
|
|
22.77 |
% |
|
|
22.77 |
% |
7/31/2008 |
|
$ |
33.71 |
|
|
|
750,050 |
|
|
$ |
25,284,185.50 |
|
|
|
-8.47 |
% |
|
|
0.66 |
% |
|
|
12.37 |
% |
|
|
12.37 |
% |
8/31/2008 |
|
$ |
31.65 |
|
|
|
800,050 |
|
|
$ |
25,321,582.50 |
|
|
|
-6.11 |
% |
|
|
-6.28 |
% |
|
|
5.50 |
% |
|
|
5.50 |
% |
9/30/2008 |
|
$ |
27.74 |
|
|
|
750,050 |
|
|
$ |
20,806,387.00 |
|
|
|
-12.35 |
% |
|
|
-24.68 |
% |
|
|
-7.53 |
% |
|
|
-7.53 |
% |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Introduction
The Fund aims to track the Reuters Continuous Commodity Index, which consists of seventeen
commodities and is rebalanced daily. Due to the rebalancing, the Fund on a given day holds an equal
amount of each of the seventeen index components. Thus, the exposure of the Fund to a given
component remains over time very close to 1/17, or 5.88%. Unless the Index Owner (Reuters) changes
the construction of the Index, the Fund will maintain the same allocation to the same commodities.
The value of the Shares relates directly to the value of the commodity futures and other assets
held by the Master Fund and fluctuations in the price of these assets could materially adversely
affect an investment in the Shares. The Shares are designed to reflect, as closely as possible, the
performance of the Index through the Master Funds portfolio of exchange-traded futures on the
Index Commodities. The value of the Shares relate directly to the value of the portfolio, less the
liabilities (including estimated accrued but unpaid expenses) of the Fund and the Master Fund. The
price of the Index Commodities may fluctuate widely based on many factors. Some of those factors
are:
|
|
|
changing supply and demand relationships; |
|
|
|
|
general economic activities and conditions; |
|
|
|
|
weather and other environmental conditions; |
|
|
|
|
acts of God; |
|
|
|
|
agricultural, fiscal, monetary and exchange control programs and policies of governments; |
|
|
|
|
national and international political and economic events and policies; |
|
|
|
|
changes in rates of inflation; or |
|
|
|
|
the general emotions and psychology of the marketplace, which at times can be volatile
and unrelated to other more tangible factors. |
18
In addition to the factors set forth above, each commodity has risks that are inherent in the
investment in such commodity.
Metals Commodities: Price movements in futures contracts held by the Master Fund in metals
commodities such as gold, silver, platinum and copper are affected by many specific factors. Some
of these metal specific factors include, but are not limited to:
|
|
|
A change in economic conditions, such as a recession, can adversely affect the price
of both industrial and precious metals. An economic downturn may have a negative
impact on the usage and demand of metals which may result in a loss for the Master
Fund. |
|
|
|
|
A sudden shift in political conditions of the worlds leading metal producers may
have a negative effect on the global pricing of metals. |
|
|
|
|
An increase in the hedging of precious metals may result in the price of precious
metals to decline. |
|
|
|
|
Changes in global supply and demand for industrial and precious metals. |
|
|
|
|
The price and quantity of imports and exports of industrial and precious metals. |
|
|
|
|
Technological advances in the processing and mining of industrial and precious metals. |
Agricultural Commodities: Price movements in futures contracts held by the Master Fund in
agricultural commodities, such as wheat, corn and soybeans, are affected by many factors. Some of
these agricultural specific factors include, but are not limited to:
|
|
|
Farmer planting decisions, general economic, market and regulatory factors. |
|
|
|
|
Weather conditions, including hurricanes, tornadoes, storms and droughts,
may have a material adverse effect on crops, live cattle, live hogs and
lumber, which may result in significant fluctuations in prices in such
commodities. |
|
|
|
|
Changes in global supply and demand for agricultural products. |
|
|
|
|
The price and quantity of imports and exports of agricultural commodities. |
|
|
|
|
Political conditions, including embargoes and war, in or affecting
agricultural production, imports and exports. |
|
|
|
|
Technological advances in agricultural production. |
|
|
|
|
The price and availability of alternative agricultural commodities. |
Energy Commodities: Price movements in futures contracts held by the Master Fund in energy
commodities, such as crude oil, heating oil and natural gas, are subject to risks due to frequent
and often substantial fluctuations in energy commodity prices. In the past, the prices of natural
gas and crude oil have been extremely volatile, and the Managing Owner expects this volatility to
continue. The markets and prices for energy commodities are affected by many factors. Some of those
factors include, but are not limited to:
|
|
|
Changes in global supply and demand for oil and natural gas. |
|
|
|
|
The price and quantity of imports and exports of oil and natural gas. |
|
|
|
|
Political conditions, including embargoes and war, in or affecting other oil producing activities. |
19
|
|
|
The level of global oil and natural gas exploration and production. |
|
|
|
|
The level of global oil and natural gas inventories, production or pricing. |
|
|
|
|
Weather conditions. |
|
|
|
|
Technological advances effecting energy consumption. |
|
|
|
|
The price and availability of alternative fuels. |
None of these factors can be controlled by the Managing Owner. Even if current and correct
information as to substantially all factors are known or thought to be known, prices still will not
always react as predicted. The profitability of the Fund and the Master Fund will depend on whether
the Master Funds commodities portfolio increases in value over time. If the value increases, the
Fund will only be profitable if such increases exceed the fees and expenses of the Fund. If these
values do not increase, the Fund will not be profitable and will incur losses.
Quantitative Forward-looking Statements
Quantifying the Funds Trading Risk
The following qualitative disclosures regarding the Funds risk exposures except for those
disclosures that are statements of historical fact constitute forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act.
The Funds primary market risk exposures are subject to numerous uncertainties, contingencies and
risks. Government interventions, defaults and expropriations, illiquid markets, the emergence of
dominant fundamental factors, political upheavals, changes in historical price relationships, an
influx of new market participants, increased regulation and many other factors could result in
material losses as well as in material changes to the risk exposures of the Fund. There can be no
assurance that the Funds current market exposure will not change materially. Investors may lose
all or substantially all of their investment in the Fund.
The Funds Risk by Market Sector
The following were the primary trading risk exposures of the Fund as of September 30, 2008 by
market sector.
|
|
|
|
|
|
|
Grains
|
|
|
17.65 |
% |
|
Corn, Soybeans, Wheat |
|
|
|
|
|
|
|
Livestock
|
|
|
11.76 |
% |
|
Hogs, Cattle |
|
|
|
|
|
|
|
Metals
|
|
|
23.50 |
% |
|
Gold, Silver, Platinum, Copper |
|
|
|
|
|
|
|
Energy
|
|
|
17.65 |
% |
|
Crude Oil, Natural Gas, Heating Oil |
|
|
|
|
|
|
|
Softs
|
|
|
29.40 |
% |
|
Coffee, Cocoa, Sugar, Orange Juice, Cotton |
Non-Trading Risk
The Fund invests its excess funds in short-term U.S. Treasury bills. These instruments are not
interest-bearing and therefore trade at a discount to their value at maturity. The Fund expects
that the market risk of holding these investments is not material.
Qualitative Disclosures Regarding Non-Trading Risk Exposures
The Fund is unaware of any (i) anticipated known demands, commitments or capital expenditures; (ii)
material trends, favorable or unfavorable, in its capital resources; or (iii) trends or
uncertainties that will have a material effect on operations.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
Under ordinary circumstances, the Managing Owners discretionary power is limited to determining
whether the Fund will make a distribution. Under emergency or extraordinary circumstances, the
Managing Owners discretionary powers increase, but remain circumscribed. These special
circumstances, for
example, include the unavailability of the Index or certain natural or man-made disasters. The
Managing
20
Owner does not apply risk management techniques. The Fund initiates positions only on the
long side of the market and does not employ stop-loss techniques.
21
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure controls and procedures
Under the supervision and with the participation of the management of the Managing Owner, the Fund
evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e)
or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end
of the period covered by this quarterly report. Based upon that evaluation, management of the
Managing Owner concluded that the Funds disclosure controls and procedures were effective to
ensure that information the Fund is required to disclose in the reports that it files or submits
with the Securities and Exchange Commission (the SEC) under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SECs rules and forms,
and to ensure that information required to be disclosed by the Fund in the reports that it files or
submits under the Exchange Act is accumulated and communicated to management of the Managing Owner,
including its Chief Executive Officer and Principal Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
The Fund commenced trading on January 24, 2008 and began to exercise its internal control over
financial reporting thereafter. The Funds investing activity is limited to the purchase and sale
of commodity futures contracts and of short-term U.S. Treasury bills. Futures transactions are made
through Merrill Lynch, the Commodity Broker, which provides the Fund with statements on a daily
basis. Bank of New York, the Funds Custodian, reconciles the reports from Merrill Lynch with its
own records of Fund transactions. In addition, the Managing Owner each day reconciles its own
records with those of Merrill Lynch and Bank of New York.
During the three months ended September 30, 2008, the Fund made no change to its internal control
over financial reporting that materially affected, or is reasonably likely to materially affect,
its internal control over financial reporting.
22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Not Applicable.
Item 1A. Risk Factors.
There are no material changes from risk factors as previously disclosed in Annual Report on Form
10-K for the year ended December 31, 2007, filed March 28, 2008.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) None.
(b) The Registrants Registration Statement on Form S-1 (Registration No. 333-138424) was declared
effective on December 5, 2007 with information with respect to the use of proceeds from the sale of
the Limited Shares being disclosed therein. Trading on the AMEX commenced on January 24, 2008. The
proceeds from the sale of the Limited Shares are used to purchase Master Fund Limited Units. The
Master Fund uses the proceeds from the sale of the Master Fund Limited Units for general corporate
purposes in accordance with its investment objectives and policies.
For the three months ended September 30, 2008, 150,000 Limited Shares were created for $4,664,753
and 200,000 Limited Shares were redeemed for $6,323,815. On September 30, 2008, 750,000 Limited
Shares of the Fund were outstanding for a market capitalization of $20,715,000, based on that days
closing price of $27.62 on the American Stock Exchange.
(c) The following table summarizes the redemptions by Authorized Participants during the three
months ended September 30, 2008:
|
|
|
|
|
|
|
|
|
Period of Redemption |
|
Total Number of Shares Redeemed |
|
Average Price Paid Per Share |
|
July 1, 2008 to September 30, 2008 |
|
|
200,000 |
|
|
$ |
31.62 |
|
TOTAL: |
|
|
200,000 |
|
|
$ |
31.62 |
|
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
23
Item 6. Exhibits.
31.1 |
|
Certification of Chief Executive Officer pursuant to Exchange Act
Rules 13a-14 and 15d-14 (filed herewith) |
|
31.2 |
|
Certification of Principal Financial Officer pursuant to Exchange Act
Rules 13a-14 and 15d-14 (filed herewith) |
|
32.1 |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (furnished herewith) |
|
32.2 |
|
Certification of Principal Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (furnished herewith) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
GreenHaven Continuous Commodity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
GreenHaven Commodity Services LLC, |
|
|
|
|
|
|
its Managing Owner |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Ashmead Pringle
Name: Ashmead Pringle
|
|
|
|
|
|
|
Title: Chief Executive Officer |
|
|
|
|
|
|
|
|
|
Dated:
November 12, 2008
|
|
By:
|
|
/s/ Thomas J. Fernandes
Name: Thomas J. Fernandes
|
|
|
|
|
|
|
Title: Principal Financial Officer |
|
|
24
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
|
Page |
Number |
|
Description of Document |
|
Number |
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to
Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
|
|
E-1 |
|
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant
to Exchange Act Rules 13a-14 and 15d-14 (filed
herewith)
|
|
E-2 |
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (furnished
herewith)
|
|
E-3 |
|
|
|
|
|
32.2
|
|
Certification of Principal Financial Officer pursuant
to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(furnished herewith)
|
|
E-4 |
25