<Page>

      As Filed with the Securities Exchange Commission on December 20, 2002
                                                           REGISTRATION NO. 333-
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-1
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               GLOBAL MACRO TRUST

            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                     6799                       36-7362830
       DELAWARE          (Primary Standard Industrial        (I.R.S. Employer
(State of Organization)     Classification Number)        Identification Number)


                       C/O MILLBURN RIDGEFIELD CORPORATION
                             411 WEST PUTNAM AVENUE
                          GREENWICH, CONNECTICUT 06830
                                  203/625-7554

        (Address, including zip code, and telephone number, including area code,
           of registrant's principal executive offices)

                                GEORGE E. CRAPPLE
                         MILLBURN RIDGEFIELD CORPORATION
                             411 WEST PUTNAM AVENUE
                          GREENWICH, CONNECTICUT 06830
                                  203/625-7554

          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                          --------------------------

                                   COPIES TO:
                                 James B. Biery
                               Burke J. Montgomery
                           Sidley Austin Brown & Wood
                                 Bank One Plaza
                             Chicago, Illinois 60603
                          --------------------------

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
     AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
                                   STATEMENT.

            If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act") check the following box.  /X/
            If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.  / /
            If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.  / /
            If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.  / /
            If delivery of the Prospectus is expected to be made pursuant to
Rule 434, please check the following box.  / /

            THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.



<Table>
<Caption>

                          CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<S>                               <C>                        <C>
                                      PROPOSED                 AMOUNT OF
    TITLE OF EACH CLASS OF        MAXIMUM AGGREGATE          REGISTRATION
  SECURITIES TO BE REGISTERED      OFFERING PRICE                FEE*
--------------------------------------------------------------------------------

 Units of Beneficial Interest.....  $227,434,000              $20,976.00
--------------------------------------------------------------------------------
</Table>


* PURSUANT TO RULE 457(o). AS OF THE DATE HEREOF, UNDER REGISTRANT'S PREVIOUS
REGISTRATION STATEMENT ON FORM S-1 (REGISTRATION NO. 333-67072), REGISTRANT HAS
$27,434,000 OF REGISTERED BUT UNSOLD UNITS AND HAS PAID $12,005 IN REGISTRATION
FEES TO THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH ITS
REGISTRATION STATEMENT AND AMENDMENT NO. 1 THERETO FILED ON AUGUST 8, 2001 AND
JANUARY 11, 2002, RESPECTIVELY. THIS REGISTRATION STATEMENT CARRIES FORWARD THE
UNSOLD BALANCE OF $27,434,000 OF UNITS FROM REGISTRATION NO. 333-67072 AND
REGISTERS AN ADDITIONAL $200,000,000 OF UNITS OF BENEFICIAL INTEREST. PURSUANT
TO THE PROVISIONS OF RULE 429 OF THE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, THE FORM OF PROSPECTUS SET
FORTH HEREIN ALSO RELATES TO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1
(REGISTRATION NO. 333-67072) DECLARED EFFECTIVE MARCH 26, 2002 AND CONSTITUTES
POST-EFFECTIVE AMENDMENT NO. 2 THERETO.


<Page>

                               GLOBAL MACRO TRUST


                                   $227,434,000


                          UNITS OF BENEFICIAL INTEREST

THE TRUST

GLOBAL MACRO TRUST is a Delaware statutory trust organized to seek profit
opportunities in global fixed-income instruments, currencies, stock indices and
commodities.

The primary objective of the Trust is substantial appreciation of its assets
over time.

An investment in the Trust may provide valuable diversification to a traditional
portfolio of stocks and bonds.

THE MANAGING OWNER

MILLBURN RIDGEFIELD CORPORATION, a professional futures trading advisor, is the
Managing Owner and trading advisor of the Trust.

THE UNITS

UBS PaineWebber Inc. and additional Selling Agents are offering the Trust's
Units at Net Asset Value as of the beginning of each month. As of November 30,
2002, the Net Asset Value of a Unit that sold for $1,000 as of July 1, 2002,
when the Trust began trading, was $953.43.

The Selling Agents will use their best efforts to sell the Units but are not
required to sell any specific number or dollar amount of Units.

If the total amount of Units registered pursuant to this offering is sold, the
proceeds to the Trust will be $227,434,000.


There is no scheduled termination date for the offering of Units. No escrow
account will be used in connection with this offering.

The minimum initial investment is $5,000; $2,000 for employee benefit plans and
IRAs; and $1,000 for existing Unitholders.

THE RISKS

         THESE ARE SPECULATIVE SECURITIES. READ THIS PROSPECTUS BEFORE YOU
DECIDE TO INVEST. SEE "THE RISKS YOU FACE" BEGINNING ON PAGE 9.

o   The Trust is speculative. You may lose all or substantially all of your
    investment in the Trust.

o   The Trust is recently formed and has a limited performance history.

o   The Trust is leveraged. The Trust will acquire positions with a face
    amount of as much as six to ten times or more of its total equity.
    Leverage magnifies the impact of both profit and loss.

o   The performance of the Trust is expected to be volatile. In the last
    five years, monthly returns in the Managing Owner's Diversified
    Portfolio, the trading portfolio to be used by the Trust, ranged from
    up 14.41% to down 11.81%.

o   You will sustain losses if the Trust is unable to generate sufficient
    trading profits and interest income to offset its fees and expenses.

o   The Units are not liquid. No secondary market exists for the Units and
    you may redeem Units only as of a month-end.

         TO PURCHASE UNITS, YOU WILL BE REQUIRED TO REPRESENT AND WARRANT, AMONG
OTHER THINGS, THAT YOU HAVE RECEIVED A COPY OF THIS PROSPECTUS AND THAT YOU
SATISFY THE MINIMUM NET WORTH AND INCOME STANDARDS FOR A RESIDENT OF YOUR STATE
TO INVEST IN THE TRUST.

         YOU ARE ENCOURAGED TO DISCUSS YOUR INVESTMENT DECISION WITH YOUR
FINANCIAL, TAX AND LEGAL ADVISORS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS
OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS DISCLOSURE DOCUMENT.


            THE DATE OF THIS PROSPECTUS IS___________________ , 2003.


<Page>

                      COMMODITY FUTURES TRADING COMMISSION
                            RISK DISCLOSURE STATEMENT

          YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS
YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS
ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE
POOL.


          FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS
THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID
DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A
COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGES 28 TO 30
AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO
RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 7.


          THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE,
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY
STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK
FACTORS OF THIS INVESTMENT, AT PAGES 9 TO 12.


          YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN
FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED
STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE
SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE
POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE
UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR
MARKETS IN NON-UNITED STATES JURIS-DICTIONS WHERE TRANSACTIONS FOR THE POOL MAY
BE EFFECTED.


                              --------------------

    PLEASE SEE THE IMPORTANT PRIVACY POLICY STATEMENT ON THE FOLLOWING PAGE.

                              --------------------

          THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN
THE TRUST'S REGISTRATION STATEMENT. YOU CAN READ AND COPY THE ENTIRE
REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") IN WASHINGTON, D.C.


          THE TRUST FILES QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN
READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN
WASHINGTON, D.C. AT 450 FIFTH STREET, N.W., ROOM 1200, WASHINGTON, D.C. 20549.
PLEASE CALL THE SEC AT 1-202-942-8090 FOR FURTHER INFORMATION.


          THE TRUST'S FILINGS ARE POSTED ON THE SEC WEBSITE AT
http://www.sec.gov.




                              --------------------

                                       -1-
<Page>

                         MILLBURN RIDGEFIELD CORPORATION
                                 PRIVACY POLICY


          Under the rules of the Commodity Futures Trading Commission, financial
institutions like the Managing Owner are required to provide privacy notices to
their clients. We believe that protecting the privacy of your nonpublic personal
information is of the utmost importance, and we are committed to maintaining the
privacy of your nonpublic personal information in our possession. As required by
the rules, we are providing you with the following information.


          We collect nonpublic personal information about you from the following
sources:

          (i)    Information we receive from you on managed account agreements
                 or fund subscription documents and related forms (for example,
                 name, address, Social Security number, birth date, assets,
                 income, and investment experience); and

          (ii)   Information about your transactions with us (for example,
                 account activity and balances).

          In order to service your account and process your transactions, we may
provide your personal information to our affiliates and to firms that assist us
in servicing your account and have a need for such information such as account
or fund administrators. We require third-party service providers to protect the
confidentiality of your information and to use the information only for the
purposes for which we disclose the information to them.

          We do not disclose any nonpublic information about our customers or
former customers to anyone other than in connection with the administration,
processing and servicing of customer accounts as described above or to our
accountants, attorneys and auditors or as otherwise permitted or required by
law.

          We restrict access to nonpublic personal information about you to our
personnel who need to know that information in order to provide products or
services to you. We maintain physical, electronic and procedural controls in
keeping with federal standards to safeguard your nonpublic personal information.

          This policy applies to the Managing Owner, The Millburn Corporation
and each investment vehicle to which the Managing Owner or any of its affiliates
serves as the general partner, investment manager or investment advisor.

                                       -2-
<Page>

                               GLOBAL MACRO TRUST
                              ORGANIZATIONAL CHART

[CHART OF GLOBAL MACRO TRUST CHART]


  NONE OF THE ENTITIES INDICATED IN THIS ORGANIZATIONAL CHART ARE RELATED. SEE
"CONFLICTS OF INTEREST" BEGINNING ON PAGE 32. NO LOANS HAVE BEEN, ARE OR WILL BE
 MADE BETWEEN THE MANAGING OWNER OR ANY PRINCIPAL OF THE MANAGING OWNER AND THE
TRUST. DESCRIPTIONS OF THE DEALINGS BETWEEN THE MANAGING OWNER AND THE TRUST ARE
                 SET FORTH UNDER "CHARGES" BEGINNING ON PAGE 28.


                         MILLBURN RIDGEFIELD CORPORATION
                             411 West Putnam Avenue
                          Greenwich, Connecticut 06830
                                 (203) 625-7554
                                 MANAGING OWNER

                                       -3-
<Page>

                               GLOBAL MACRO TRUST

                                TABLE OF CONTENTS


<Table>
<Caption>
                         PART ONE

DISCLOSURE DOCUMENT                                    PAGE
-------------------                                    ----
<S>                                                     <C>
SUMMARY..................................................5

THE RISKS YOU FACE.......................................9

   YOU COULD LOSE YOUR ENTIRE INVESTMENT IN THE TRUST....9

   THE TRUST IS A RECENTLY FORMED ENTITY.................9

   THE TRUST IS A HIGHLY LEVERAGED INVESTMENT............9

   THE PERFORMANCE OF THE TRUST WILL BE VOLATILE.........9

   THE TRUST'S EXPENSES WILL CAUSE LOSSES UNLESS
   OFFSET BY PROFITS AND INTEREST INCOME.................9

   AN INVESTMENT IN THE TRUST IS NOT LIQUID..............9

   THE TIMING OF YOUR INVESTMENT AND REDEMPTION
   DECISIONS WILL AFFECT THE PROFITABILITY OF YOUR
   INVESTMENT............................................9

   THE MANAGING OWNER ALONE DIRECTS
   THE TRUST'S TRADING...................................9

   THE MANAGING OWNER IS A TECHNICAL TRADER AND DOES
   NOT ANALYZE ECONOMIC FACTORS EXTERNAL TO MARKET
   PRICE.................................................9

   LACK OF PRICE TRENDS WILL CAUSE LOSSES; THERE
   HAVE BEEN SUSTAINED PERIODS WITH INSUFFICIENT
   PRICE TRENDS FOR THE DIVERSIFIED PORTFOLIO TO
   TRADE PROFITABLY. THE MANAGING OWNER EXPECTS
   THAT THERE WILL BE SIMILAR PERIODS IN THE FUTURE.....10

   LACK OF MARKET LIQUIDITY COULD MAKE IT IMPOSSIBLE
   FOR THE TRUST TO REALIZE PROFITS OR LIMIT LOSSES.....10

   THE MANAGING OWNER'S TRADING SYSTEMS HAVE BEEN
   DEVELOPED OVER TIME AND ARE SUBJECT TO CHANGE........10

   TRADING ON FOREIGN EXCHANGES PRESENTS GREATER
   RISK THAN TRADING ON U.S. EXCHANGES..................10

   THE MANAGING OWNER ANTICIPATES THE TRUST'S
   PERFORMANCE TO BE NON-CORRELATED TO STOCKS AND
   BONDS, NOT NEGATIVELY CORRELATED.....................11

   THE TRUST MAY BE SUBJECT TO PROFIT SHARES DESPITE
   CERTAIN UNITS HAVING DECLINED IN VALUE...............11

   THE MANAGING OWNER'S INCREASED EQUITY UNDER
   MANAGEMENT COULD LEAD TO LOWER RETURNS FOR
   INVESTORS............................................11

   INCREASED COMPETITION AMONG TREND-FOLLOWING
   TRADERS COULD REDUCE THE MANAGING OWNER'S
   PROFITABILITY........................................11

   THE TRUST IS SUBJECT TO CONFLICTS OF INTEREST........11

   THE MANAGING OWNER HAS NOT ESTABLISHED FORMAL
   PROCEDURES TO RESOLVE CONFLICTS OF INTEREST..........11

   YOU WILL BE TAXED EACH YEAR ON YOUR SHARE OF TRUST
   PROFITS..............................................11

   YOU WILL BE TAXED ON THE TRUST'S INTEREST INCOME
   EVEN IF THE TRUST SUFFERS TRADING LOSSES.............12

   LIMITATIONS ON THE DEDUCTIBILITY OF "INVESTMENT
   ADVISORY FEES".......................................12

   THE IRS COULD AUDIT BOTH THE TRUST AND INDIVIDUAL
   UNITHOLDERS..........................................12

   THE BANKRUPTCY OF A CLEARING BROKER OR CURRENCY
   DEALER COULD CAUSE LOSSES............................12

   THE TRUST TRADES IN UNREGULATED MARKETS..............12

INVESTMENT FACTORS......................................12

PERFORMANCE OF THE TRUST ...............................15

THE MANAGING OWNER......................................20

USE OF PROCEEDS.........................................27

CHARGES.................................................28

REDEMPTIONS; NET ASSET VALUE............................30

THE CLEARING BROKER.....................................31

CONFLICTS OF INTEREST...................................32

THE TRUST AND THE TRUSTEE...............................34

FEDERAL INCOME TAX ASPECTS..............................36

PURCHASES BY EMPLOYEE BENEFIT PLANS.....................38

PLAN OF DISTRIBUTION....................................40

LEGAL MATTERS...........................................42

EXPERTS.................................................42

REPORTS.................................................43

<Caption>
                         PART TWO

STATEMENT OF ADDITIONAL INFORMATION                    PAGE
-----------------------------------                    ----
<S>                                                   <C>
THE FUTURES AND FORWARD MARKETS.........................44

SUPPLEMENTAL PERFORMANCE INFORMATION....................46

INDEX TO FINANCIAL STATEMENTS...........................55

EXHIBIT A - AMENDED AND RESTATED
   DECLARATION OF TRUST
   AND TRUST AGREEMENT................................TA-1

EXHIBIT B - SUBSCRIPTION REQUIREMENTS.................SR-1

EXHIBIT C - SUBSCRIPTION AGREEMENT
   AND POWER OF ATTORNEY..............................SA-1
</Table>


     THE EXECUTION COPY OF THE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
ACCOMPANIES THIS PROSPECTUS.

                                       -4-
<Page>

                                     GLOBAL
                                   MACRO TRUST

SUMMARY

GENERAL


Global Macro Trust seeks profit opportunities in global fixed-income
instruments, currencies, stock indices and various commodity products. Millburn
Ridgefield Corporation serves as the Trust's Managing Owner and trading advisor.
The Managing Owner uses its proprietary quantitative, systematic trading method
to trade in futures and forward contracts and related options for the Trust.
Positions held by the Trust may be either long, that is, contracts to buy, or
short, that is, contracts to sell. The ability to take both long and short
positions provides the Trust with the flexibility to capitalize on opportunities
in both rising and falling markets.

The Trust began trading July 1, 2002.


OVERVIEW


The Managing Owner trades the Trust's assets in the markets that make up the
Managing Owner's Diversified Portfolio and uses the same trading strategies it
uses in trading the Diversified Portfolio. The Diversified Portfolio itself is
not a distinct trading strategy. Rather, it is a grouping of separate futures
and forward markets, featuring a variety of global fixed-income instruments,
currencies, stock indices, agricultural commodities, energy products and
precious and industrial metals, to which the Managing Owner applies its trading
method.


The Trust's primary objective is to achieve substantial capital appreciation
over time with controlled volatility. The Trust also offers investors the
advantages of limited liability in a leveraged trading vehicle and the
convenience of professional management.

The performance of the Trust is not dependent upon any single nation's economy
or currency. On the contrary, periods of economic uncertainty can augment the
profit potential of the Trust by increasing the likelihood of significant
movements in global interest and exchange rates, and stock and commodity prices.
Additionally, because the Trust can take short positions as easily as long
positions, the Trust is as likely to be profitable or unprofitable in falling
markets as in rising markets.

If the Trust is successful, of which there can be no assurance, it can provide
valuable diversification to traditional portfolios of stocks and bonds due to
the Trust's performance being generally unrelated to the general stock and bond
markets. The Trust may also incur losses.


Ninety percent (90%) or more of the Trust's assets are invested in U.S. Treasury
securities and other highly rated and liquid instruments, some of which will be
deposited as collateral or margin in connection with the Trust's trading.
Accordingly, in addition to its potential to profit from its trading, the Trust
earns interest on 90% or more of its assets.


THE OFFERING


The Selling Agents are offering the Trust's Units at Net Asset Value per Unit as
of the first business day of each calendar month. The Managing Owner may, from
time to time, also permit intra-month closings. The Net Asset Value per Unit is
determined by dividing the Trust's Net Assets, that is, its assets minus its
liabilities, by the number of Units outstanding on the date the calculation is
being performed.


The minimum investment is $5,000; $2,000 for trustees or custodians of eligible
employee benefit plans and individual retirement accounts. Existing investors
subscribing for additional Units may do so in $1,000 minimums. Investments in
excess of the minimums must be made in multiples of $100. Units will be sold in
fractions calculated to three decimal places.

To subscribe, you must complete and sign the Subscription Agreement and Power of
Attorney Signature Page which accompanies this Prospectus and deliver it to your
Selling Agent. SEE EXHIBIT B -- SUBSCRIPTION REQUIREMENTS AND EXHIBIT C --
SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY. YOU SHOULD REVIEW THIS ENTIRE
PROSPECTUS CAREFULLY BEFORE DECIDING WHETHER TO INVEST IN THE UNITS.

MAJOR RISKS OF THE TRUST

The Trust is speculative. You may lose all or substantially all of your
investment in the Trust.


The Trust is recently formed and thus has a limited performance history. The
past performance of the Trust and the Managing Owner's Diversified Portfolio are
not necessarily indicative of the future results of the Trust.

The Trust is leveraged. The Trust acquires positions with a face amount of as
much as six to ten times or more of its total equity. Leverage magnifies the
impact of both profit and loss.


The performance of the Trust is expected to be volatile. In the last five years,
monthly returns in the Managing Owner's Diversified Portfolio have ranged from
up 14.41% to down 11.81%.

                                       -5-
<Page>

To be profitable, the Trust's fees and expenses must be offset by trading
profits and interest income.

The Units are not liquid. No secondary market exists for the Units, and the
Units may be redeemed only as of a month-end.

INVESTMENT CONSIDERATIONS


The Managing Owner has been managing client funds in the futures and forward
markets for approximately 30 years. As of October 31, 2002, the Managing Owner
was directing the trading of approximately $447 million of client and
proprietary capital in these markets. Of that $447 million, the Managing Owner
was managing approximately $295 million pursuant to the Diversified Portfolio,
the trading portfolio traded on behalf of the Trust, and the balance pursuant to
the trading portfolios described on page 26.

The Managing Owner contributed $2 million to the initial trading capital of the
Trust. As of October 31, 2002, the investments of the Managing Owner, its
Principals, affiliates and employees in accounts managed pursuant to the
Diversified Portfolio exceeded $98 million.


The Managing Owner employs a highly systematic, trend-following trading approach
relying primarily on technical, price-based information. The Managing Owner may,
however, from time to time, exercise discretion to adjust position sizes and
will, over time, change the markets represented in the Diversified Portfolio.
The Managing Owner's trading approach seeks to identify and profit from
sustained market trends while limiting losses in trendless markets.


The Managing Owner has the ability to shift capital readily among different
international economies and markets. As of November 30, 2002, the composition of
the Managing Owner's Diversified Portfolio, as well as the Trust, was as
follows:


                                   [PIE CHART]


<Table>
<S>                           <C>
Interest Rates                30%
Energy                        14%
Stocks                        11%
Agricultural Commodities       4%
Metals                         5%
Currency-Dollar               21%
Currency-Crosses               5%
Exotic Currencies             10%
</Table>



As illustrated below, the returns in the Managing Owner's Diversified Portfolio
from February 1977 through November 2002 have not been significantly correlated
with traditional portfolio components such as stocks and bonds.



<Table>
<Caption>
                                           MDP(1)
                     --------------------------------
                        <S>                <C>
                                MDP         1.00
                            S&P 500        (0.04)
                             NASDAQ        (0.10)
                               EAFE         0.00
                              Bonds         0.06
                        Hedge Funds        (0.08)
</Table>


An investment in the Trust can, BUT ONLY IF THE TRUST ITSELF IS SUCCESSFUL,
improve the reward/risk profile of a traditional portfolio of stocks and bonds.

REDEMPTIONS

You may redeem your Units as of the end of any calendar month, upon 10 days'
prior written notice to the Managing Owner.

A redemption charge of 4% of Net Asset Value applies to Units redeemed on or
before the sixth month-end after they are sold. A redemption charge of 3% of Net
Asset Value applies to Units redeemed after the sixth, but on or before the
twelfth, month-end after they are sold. There are no charges for redemptions of
Units held more than 12 months. Redemption charges will be reduced in the case
of subscriptions of $100,000 or more to 3.5% and 2.5%, of $500,000 or more to 3%
and 2%, and of $1,000,000 or more to 2% and 1%.

Redemption charges do not apply if you acquire your Units through, and the Units
participate in, asset-based or fixed-fee investment programs sponsored by the
Selling Agents or for Selling Agent employees investing through Selling
Agent-sponsored employee benefit plans.

CHARGES

The Trust's expenses must be offset by trading gains and interest income to
avoid depletion of the Trust's assets.

The Trust pays Brokerage Fees to the Managing Owner of 7% of net assets per
year, of which approximately 1% is paid to the Trust's executing and clearing
brokers, and up to 4% to the Selling Agents. Brokerage Fees will be reduced in
respect of subscribers submitting net subscriptions of $100,000 or more to 6.5%,
of $500,000 or more to 6% and of $1,000,000 or more to 5.5%. Net subscriptions
for such purposes shall be calculated as subscriptions minus redemptions.

----------
(1) Millburn Diversified Portfolio through June 30, 2002, pro forma to reflect
the cost/fee structure of the Trust, and the actual returns of the Trust from
July 1, 2002. See notes on pages 47 and 55.

                                       -6-
<Page>


If the Trust earns net trading profits for any year in excess of the highest
amount of net trading profits earned in all previous years, the Trust will
allocate 20% of those "new" net trading profits to the Managing Owner as the
Managing Owner's Profit Share. Please refer to "Charges," beginning on page 28,
for a more detailed discussion of the Brokerage Fee and Profit Share.


The Trust pays its own operating costs such as legal, audit and administrative
expenses, which the Managing Owner expects will not exceed 0.50% per year of the
Trust's average annual Net Assets, assuming Trust assets of at least
$25,000,000. The Trust itself could be subject to taxes or could incur
extraordinary charges incidental to its trading, but the Managing Owner believes
that neither situation is likely. There are no other charges borne by investors
or the Trust.

The Managing Owner paid, without reimbursement, the Trust's organizational costs
and the cost of the offering of Units pursuant to this Prospectus. You will not
bear any part of those costs.

The following breakeven table indicates the approximate amount of trading profit
the Trust must earn, during the first twelve months after a Unit is sold, to
offset the costs applicable to an investor paying a 7% Brokerage Fee.

                                 BREAKEVEN TABLE


<Table>
<Caption>
                                                                     DOLLAR RETURN
                                                                   REQUIRED ($5,000
                                                    PERCENTAGE          INITIAL
                                                 RETURN REQUIRED      INVESTMENT)
                                                   FIRST TWELVE      FIRST TWELVE
ROUTINE                                              MONTHS OF          MONTHS OF
EXPENSES                                            INVESTMENT        INVESTMENT
--------                                            ----------        ----------
<S>                                                  <C>              <C>
Brokerage Fees                                        7.00%           $   350.00

Administrative Expenses*                              0.50%           $    25.00

Less Interest Income*                                (1.39)%          $   (70.00)

TWELVE-MONTH "BREAKEVEN" WITHOUT REDEMPTION CHARGE    6.11%           $   305.00

Redemption Charge                                     3.00%           $   150.00

Profit Share*                                         0.51%           $    26.00

TWELVE-MONTH "BREAKEVEN" WITH CHARGE                  9.62%           $   481.00
</Table>





----------

* Estimated. Administrative expenses are estimated at 0.50% of the Trust's
average annual Net Assets, assumed to be $25,000,000. Brokerage Fees and
Administrative Expenses must be offset before a Profit Share is allocated to the
Managing Owner. In a breakeven year, however, a small Profit Share on the
Trust's trading profits, necessary to offset the redemption charge, would be
allocated to the Managing Owner. Interest income is assumed to be 90% of the
current 91-day Treasury bill rate.



The Breakeven Table assumes a constant $5,000 Net Asset Value and a breakeven
year. See "Charges" beginning on page 28.

If you acquire your Units through, and the Units participate in, a Selling Agent
asset-based or fixed- fee investment program, you will pay annual Brokerage Fees
of 4%, not 7%, of which 0.35% is paid to the Selling Agent annually for
administrative purposes. Consequently, the twelve-month "breakeven" point for
you would be approximately 3.11% or $155.50 of trading profit on a $5,000
initial investment. Brokerage Fees for Selling Agent employees who purchase
Units through Selling Agent 401(k) plans, or other Selling Agent-sponsored
employee benefit plan, are 3.65% and the twelve-month "breakeven" point is
approximately 2.76% or $138.00 of trading profit on a $5,000 initial investment.


FEDERAL INCOME TAX ASPECTS

The Trust will be treated as a partnership for federal income tax purposes.
Thus, you will be taxed each year on the Trust's income whether or not you
redeem Units from the Trust or receive distributions from the Trust.


40% of any trading profits on certain U.S. exchange-traded futures contracts and
certain foreign currency forward contracts are taxed as short-term capital gains
at ordinary income rates, while 60% of any trading profits are taxed as
long-term capital gains at a 20% maximum rate for individuals. The Trust's
trading gains from other contracts will be primarily short-term capital gains.
This tax treatment applies regardless of how long an investor holds Units.
Interest income is taxed at ordinary income rates.

Capital losses on the Units may be deducted against capital gains. However,
capital losses in excess of capital gains may only be deducted against ordinary
income to the extent of $3,000 per year. Consequently, you could pay tax on the
Trust's interest income even though you have lost money on your Units.


THE FUTURES AND FORWARD MARKETS


Futures contracts are generally traded on exchanges and call for the future
delivery of various commodities or are settled in cash.


Forward currency contracts are traded off-exchange through banks or dealers.

                                       -7-
<Page>

Futures and forward trading is a "zero-sum," risk transfer economic activity.
For every gain realized by a futures or forward trader, there is an equal and
offsetting loss suffered by another.

IS THE TRUST A SUITABLE INVESTMENT FOR YOU?

You should consider investing in the Trust if you are interested in its
potential to produce returns that are generally unrelated to those of stocks and
bonds and you are prepared to risk significant losses.

The Trust is a diversification opportunity for an investment portfolio, not a
complete investment program.

You should consider an investment in the Trust to be a 3 to 5 year commitment.

To invest, you must, at a minimum, have either (i) a net worth of at least
$150,000, exclusive of home, furnishings and automobiles, or (ii) a net worth,
similarly calculated, of at least $45,000 and an annual gross income of at least
$45,000. A number of States in which the Units are offered impose higher
suitability standards. These standards are regulatory minimums only, and just
because you meet the standard does not necessarily mean the Units are a suitable
investment for you.

You should not invest more than 10% of your net worth (exclusive of home,
furnishings and automobiles) in the Trust.

THESE ARE SPECULATIVE SECURITIES. YOU MAY LOSE ALL OR SUBSTANTIALLY ALL OF YOUR
INVESTMENT IN THE TRUST.





PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.


                              --------------------

                                       -8-
<Page>

THE RISKS YOU FACE

SET FORTH BELOW ARE THE PRINCIPAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE
TRUST. YOU SHOULD CONSIDER THESE RISKS WHEN MAKING YOUR INVESTMENT DECISION.

YOU COULD LOSE YOUR ENTIRE INVESTMENT IN THE TRUST

An investment in the Trust is a speculative investment. You will be relying on
the Managing Owner to trade profitably for the Trust and profitability is not
assured. You could lose all or substantially all of your investment in the
Trust.


THE TRUST IS A RECENTLY FORMED ENTITY

The Trust is a recently formed entity and has a limited performance history. THE
PAST PERFORMANCE OF THE TRUST AND MANAGING OWNER'S DIVERSIFIED PORTFOLIO ARE NOT
NECESSARILY INDICATIVE OF THE TRUST'S FUTURE RESULTS.


THE TRUST IS A HIGHLY LEVERAGED INVESTMENT

The Trust generally holds positions with a face value of as much as six, and
possibly as much as ten or more, times its total equity. Consequently, small
adverse movements in the prices of the Trust's open positions can cause
significant losses.

THE PERFORMANCE OF THE TRUST WILL BE VOLATILE


The Managing Owner expects that the performance of the Trust will be volatile.
The Trust may suffer sudden and substantial losses from time to time and the
day-to-day value of the Units will be variable and uncertain. The Net Asset
Value per Unit may change materially between the date on which you subscribe for
Units and the date the Units are issued or the date you request a redemption and
the month-end redemption date. In the last five years, monthly returns in the
Managing Owner's Diversified Portfolio have ranged from up 14.41% to down
11.81%.


THE TRUST'S EXPENSES WILL CAUSE LOSSES UNLESS OFFSET BY PROFITS AND INTEREST
INCOME

The Trust pays annual expenses of up to approximately 7.5% of its average
month-end Net Assets. The Trust must earn trading profits and interest income at
least equal to these expenses to avoid losses.

AN INVESTMENT IN THE TRUST IS NOT LIQUID

There is no secondary market for the Units. You may redeem your Units only as of
the close of business on the last day of a calendar month, and you must give the
Trust at least 10 days' prior written notice of your intent to redeem. Early
redemption charges apply if you redeem Units through the end of the first year
you own them.

THE TIMING OF YOUR INVESTMENT AND REDEMPTION DECISIONS WILL AFFECT THE
PROFITABILITY OF YOUR INVESTMENT

The Managing Owner expects that a majority of the Trust's trades will result in
small profits only or in losses. The majority of any profits earned by the Trust
will most likely come from a small number of trades each year. Accordingly, you
will not know when is a good time to invest in the Trust or to redeem your
Units, and the timing of your investment and redemption decisions will affect
the amount of profit or loss you experience as an investor in the Trust.

THE MANAGING OWNER ALONE DIRECTS THE TRUST'S TRADING

The Trust is a single-advisor fund. The use of a single advisor trading one
program involves a greater risk of loss than the diversified, multi-advisor
approach employed by many futures funds. In addition, if the management services
of the Managing Owner were to become unavailable for any reason, the Trust would
terminate. Furthermore, were the Managing Owner to lose the services of its key
principals, the Managing Owner could decide to dissolve the Trust, possibly
causing it to realize losses.

THE MANAGING OWNER IS A TECHNICAL TRADER AND DOES NOT ANALYZE ECONOMIC FACTORS
EXTERNAL TO MARKET PRICE

The Managing Owner's systematic strategies are developed on the basis of a
statistical analysis of market prices. Consequently, any factor external to the
market itself that dominates prices may cause major losses. For example, a
pending political or economic event may be very likely to cause a major price
movement, but the Managing Owner would continue to maintain positions indicated
by its trading method that would incur major losses if the event proved to be
adverse.

The Managing Owner's systematic strategies retain certain discretionary aspects.
Decisions, for example, to adjust the size of the positions indicated by the
systematic strategies, which contracts to trade and

                                       -9-
<Page>

method of order entry require judgmental input from the Managing Owner's
principals. Additionally, the Managing Owner may determine not to enter a new
position indicated by its strategies if the Managing Owner determines prevailing
market conditions to be unusual, for example, significantly more volatile than
the expected volatility factored into the design of the strategies. The Managing
Owner does, however, exit positions when its trading strategies indicate that it
should do so. Discretionary decision-making may result in the Managing Owner
making unprofitable trades when a more wholly systematic approach would not have
done so.

LACK OF PRICE TRENDS WILL CAUSE LOSSES; THERE HAVE BEEN SUSTAINED PERIODS WITH
INSUFFICIENT PRICE TRENDS FOR THE DIVERSIFIED PORTFOLIO TO TRADE PROFITABLY. THE
MANAGING OWNER EXPECTS THAT THERE WILL BE SIMILAR PERIODS IN THE FUTURE

The Trust cannot trade profitably unless there are major price trends in at
least some of the markets it trades. Moreover, the price trends must be of a
type the Managing Owner's systems are designed to identify. In the past there
have been sustained periods with few trending markets where gains from trading
those markets were insufficient to offset losses from trades in non-trending
markets. For example, the Managing Owner's Diversified Portfolio incurred a loss
for the year in 1983, 1986, 1989, 1999 and 2001. The Managing Owner expects that
there will be similar periods in the future.

Markets in which prices move rapidly and then reverse and then do so again may
cause losses. In such "whipsaw" market conditions, the Managing Owner may
establish positions for the Trust on the basis of incorrectly identifying the
rapid movement or the reversal as a trend.

LACK OF MARKET LIQUIDITY COULD MAKE IT IMPOSSIBLE FOR THE TRUST TO REALIZE
PROFITS OR LIMIT LOSSES

In illiquid markets, the Trust could be unable to close out positions to limit
losses or to take positions in order to follow trends. There are too many
different factors that can contribute to market illiquidity to predict when or
where illiquid markets may occur.

Unexpected market illiquidity has caused major losses for some traders in recent
years in such market sectors as emerging markets and mortgage-backed securities.
There can be no assurance that the same will not happen in the markets traded by
the Trust. In addition, the large size of the positions the Trust may take
increases the risk of illiquidity by both making its positions more difficult to
liquidate and increasing the losses incurred while trying to do so.

United States commodity exchanges impose limits on the amount the price of some,
but not all, futures contracts may change on a single day. Once a futures
contract has reached its daily limit, it may be impossible for the Trust to
liquidate a position in that contract, if the market has moved adversely to the
Trust, until the limit is either raised by the exchange or the contract begins
to trade away from the limit price.

THE MANAGING OWNER'S TRADING SYSTEMS HAVE BEEN DEVELOPED OVER TIME AND ARE
SUBJECT TO CHANGE


In executing its trading method, the Managing Owner uses combinations of trading
systems to generate buy and sell signals in the various markets traded. The
Managing Owner has developed, modified, retained and discarded numerous systems
over more than 25 years. Consequently, some of the trading systems and
combinations of systems currently being used to trade accounts managed pursuant
to the Diversified Portfolio, as is the Trust, are not identical to those used
5, 10, 15 or 20 years ago.


TRADING ON FOREIGN EXCHANGES PRESENTS GREATER RISK THAN TRADING ON U.S.
EXCHANGES

The Trust will trade on commodity exchanges outside the United States. Trading
on foreign exchanges is not regulated by any United States governmental agency
and may involve certain risks that do not arise when trading on United States
exchanges. For example, an adverse change in the exchange rate between the
United States dollar and the currency in which a non-U.S. futures contract is
denominated would reduce the profit or increase the loss on a trade in that
contract.

Trading on foreign exchanges also presents risks of loss due to (1) the possible
imposition of exchange controls, which could make it difficult or impossible for
the Trust to repatriate some or all of its assets held by non-U.S.
counterparties; (2) possible government confiscation of assets; (3) taxation;
(4) possible government disruptions, which could result in market closures and
thus an inability to exit positions and repatriate Trust assets for sustained
periods of time, or even permanently; and (5) limited rights in the event of the
bankruptcy or insolvency of a foreign broker or exchange resulting in a
different and possibly less favorable distribution of the bankrupt's assets than
would occur in the United States.

                                      -10-
<Page>

THE MANAGING OWNER ANTICIPATES THE TRUST'S PERFORMANCE TO BE NON-CORRELATED TO
STOCKS AND BONDS, NOT NEGATIVELY CORRELATED

The performance of the Managing Owner's Diversified Portfolio has been generally
non-correlated to the performance of the stock and bond markets, as represented
by the S&P 500 Stock Index and the Lehman Brothers U.S. Long Treasury Bond
Index. Non-correlation means that there is no statistically valid relationship
between two asset classes and should not be confused with negative correlation,
where the performance of two asset classes would be opposite. Because of this
non-correlation, you should not expect the Trust to be automatically profitable
during unfavorable periods for the stock and/or bond markets, or VICE VERSA.

If the Trust does not perform in a manner non-correlated with the general
financial markets or does not perform successfully, you will obtain no
diversification benefits by investing in the Units and the Trust may have no
gains to offset your losses from other investments.

THE TRUST MAY BE SUBJECT TO PROFIT SHARES DESPITE CERTAIN UNITS HAVING DECLINED
IN VALUE

Investors will purchase Units at different times and will, accordingly,
recognize different amounts of profit and loss on their investments. Profit
Shares are accrued, or the accruals are reversed to reflect losses, on a monthly
basis so that Profit Shares are not allocated in respect of Units that did not
appreciate in value. However, Profit Shares are ultimately calculated on the
basis of the cumulative net trading profits recognized by the Trust as a whole,
not on the profits recognized by any particular Unit or Units. Consequently, the
Managing Owner may still be allocated a Profit Share even though certain Units
have lost value since the date they were purchased.

Conversely, Units purchased at a Net Asset Value reduced by accrued Profit
Shares will benefit from any reversal of such accruals, and the benefit of such
reversals to Units outstanding at the time of such purchase will be diluted.

Similarly, Units may incur losses generating a loss carryforward for purposes of
calculating subsequent Profit Shares. The benefit of any such loss carryforward
will be diluted by the admission of new Unitholders.

THE MANAGING OWNER'S INCREASED EQUITY UNDER MANAGEMENT COULD LEAD TO LOWER
RETURNS FOR INVESTORS

The Managing Owner has not agreed to limit the amount of money it may manage and
is actively seeking additional accounts. The more money the Managing Owner
manages, the more difficult it may become for the Managing Owner to trade
profitably for the Trust because of the difficulty of trading larger positions
without negatively affecting prices and performance.

INCREASED COMPETITION AMONG TREND-FOLLOWING TRADERS COULD REDUCE THE MANAGING
OWNER'S PROFITABILITY

A substantial number of commodity trading advisors use technical trading
systems, particularly trend-following systems, like the Managing Owner's
systems. As the amount of money under the management of such systems increases,
competition for the same positions increases, making the positions more costly
and more difficult to acquire.

THE TRUST IS SUBJECT TO CONFLICTS OF INTEREST


The Trust is subject to numerous actual and potential conflicts of interest,
including: (1) the compensation that the Selling Agents receive gives them an
incentive to promote the sale of Units as well as to discourage redemptions; (2)
the brokerage commissions that UBS PaineWebber Inc. receives as a Clearing
Broker for the Trust gives an additional incentive to promote the sale of Units
as well as to discourage redemptions; (3) the Managing Owner has significant
financial incentives both to promote the sale of the Units and to discourage
their redemption; and (4) the Managing Owner of the Trust will not select any
other advisor even if doing so would be in the best interests of the Trust. See
"Conflicts of Interest" beginning on page 32.


THE MANAGING OWNER HAS NOT ESTABLISHED FORMAL PROCEDURES TO RESOLVE CONFLICTS OF
INTEREST

Because the Managing Owner has not established any formal procedures for
resolving conflicts of interest, you will be dependent on the good faith of the
parties with conflicts to resolve the conflicts equitably. The Managing Owner
can not assure that conflicts of interest will not result in losses for the
Trust.

YOU WILL BE TAXED EACH YEAR ON YOUR SHARE OF TRUST PROFITS

You will be taxed on your share of Trust income or gain each year, whether or
not you redeem Units or receive distributions from the Trust.

                                      -11-
<Page>

Because a substantial portion of the Trust's open positions are
"marked-to-market" at the end of each year, some of your tax liability will be
based on unrealized gains which the Trust may, in fact, never realize.


40% of any trading profits on certain U.S. exchange-traded futures contracts and
certain foreign currency forward contracts are taxed as short-term capital gains
at ordinary income rates (unless offset by capital losses), while 60% of any
trading profits are taxed as long-term capital gains at a 20% maximum rate for
individuals. These rates apply regardless of how long the Trust holds a
contract, or an investor his or her Units.


All performance information included in this Prospectus is presented on a
pre-tax basis; the investors who experienced such performance had to pay the
related taxes from other sources.

Over time, the compounding effects of the annual taxation of the Trust's income
are material to the economic consequences of investing in the Trust. For
example, a 10% compound annual rate of return over five years would result in an
initial $10,000 investment compounding to $16,105. However, if one factors in a
30% tax rate each year, the result would be $14,025.

YOU WILL BE TAXED ON THE TRUST'S INTEREST INCOME EVEN IF THE TRUST SUFFERS
TRADING LOSSES

Losses on the Trust's trading are almost exclusively capital losses.
Non-corporate investors may use net capital losses to offset up to $3,000 of
ordinary income each year. So, for example, if your share of the Trust's trading
(i.e., capital) loss was $10,000 in a given fiscal year and your share of
interest income was $5,000, you would incur a net loss in the Net Asset Value of
your Units equal to $5,000, but would nevertheless recognize taxable income of
$2,000.

LIMITATIONS ON THE DEDUCTIBILITY OF "INVESTMENT ADVISORY FEES"

The Managing Owner does not intend to treat the ordinary expenses of the Trust
as "investment advisory fees" for federal income tax purposes. The Managing
Owner believes that this is the position adopted by virtually all United States
futures fund sponsors. However, were the ordinary expenses of the Trust
characterized as "investment advisory fees," non-corporate taxpayers would be
subject to substantial restrictions on the deductibility of those expenses,
would pay increased taxes in respect of an investment in the Trust and could
actually recognize taxable income despite having incurred a financial loss.

THE IRS COULD AUDIT BOTH THE TRUST AND INDIVIDUAL UNITHOLDERS

The IRS could audit the Trust's tax returns and require the Trust to adjust such
returns. If an audit results in an adjustment, you could be audited and required
to pay additional taxes, plus interest and possibly penalties.

THE BANKRUPTCY OF A CLEARING BROKER OR CURRENCY DEALER COULD CAUSE LOSSES

The Managing Owner must assess the credit-worthiness of the Clearing Brokers and
foreign currency counterparties it selects for the Trust. If one of the Trust's
Clearing Brokers or foreign currency counterparties becomes bankrupt, the Trust
will be limited to recovering only its PRO RATA share of all available customer
funds segregated by the Clearing Broker or counterparty. The Managing Owner
attempts to mitigate this risk by selecting only well capitalized, major
financial institutions as Clearing Brokers and foreign currency counterparties.

THE TRUST TRADES IN UNREGULATED MARKETS

The Trust will conduct all or substantially all of its currency forward and
related options trading in unregulated markets. There is no way to determine
fair pricing or prevent trading abuses in such markets. The absence of
regulation in such markets could expose the Trust to significant losses.

Various national governments have expressed concern regarding the disruptive
effects of speculative trading in the currency markets and the need to regulate
the "derivatives" markets in general. Future regulatory changes may limit the
Trust's ability to trade in certain markets.

INVESTMENT FACTORS

ALTHOUGH THERE CAN BE NO ASSURANCE THAT THE MANAGING OWNER WILL TRADE
SUCCESSFULLY ON BEHALF OF THE TRUST OR THAT THE TRUST WILL AVOID SUBSTANTIAL
LOSSES, IF THE TRUST IS SUCCESSFUL, AN INVESTMENT IN THE TRUST OFFERS INVESTORS
THE FOLLOWING POTENTIAL ADVANTAGES.

ACCESS TO THE DIVERSIFIED PORTFOLIO


The Trust offers you access to the Managing Owner's oldest and most successful
trading portfolio. The Managing Owner has been managing investment funds
pursuant to its Diversified Portfolio since February 1977. The composite
compounded annual return for the Diversified Portfolio, adjusted to reflect the
fees and expenses of the Trust, from February

                                      -12-
<Page>

1977 through November 2002 is approximately 17%. PAST PERFORMANCE IS NOT,
HOWEVER, NECESSARILY INDICATIVE OF FUTURE RESULTS.


MILLBURN RIDGEFIELD CORPORATION

The Managing Owner and its principals have extensive experience in designing,
sponsoring, marketing and administering futures funds. The Managing Owner,
together with its predecessors, is one of the longest operating of all futures
money managers and was a pioneer in developing systematic trading technologies.
The Managing Owner's trading experience, together with its predecessors, spans
approximately 30 years. The Trust provides you the opportunity to place capital
under the management of a trading advisor with one of the longest continuous
trading records of any active manager.

INVESTMENT DIVERSIFICATION

If you are not prepared to spend substantial time trading in the futures and
forward markets, you may nevertheless participate through investing in the
Trust. An investment in the Trust can provide valuable diversification to a
traditional portfolio of stocks and bonds. The Managing Owner believes that the
profit potential of the Trust does not depend upon favorable general economic
conditions and that the Trust is just as likely to be profitable or unprofitable
during periods of declining stock and bond markets as at any other time.

Allocating a small portion of your investment portfolio to a managed futures
investment, such as the Trust, can potentially enhance the performance of the
portfolio. Modern portfolio theory suggests that a diverse portfolio with
positively performing assets that have little or no correlation with each other
should have higher returns and lower risk, as measured by variability of
returns, than a less diversified portfolio: the Nobel Prize for Economics in
1990 was awarded to Dr. Harry Markowitz for demonstrating that the total return
can increase, and/or risks can be reduced, when portfolios have positively
performing asset categories that are essentially non-correlated.


Historically, managed futures investments have had very little correlation to
the stock and bond markets. Non-correlated performance is not, however,
negatively correlated performance. Non-correlation means only that the
performance of managed futures likely has no relation to the performance of
stocks and bonds. The performance of the Managing Owner's Diversified Portfolio
from February 1997 through November 2002 has exhibited a substantial degree of
non-correlation with the general equity and debt markets.


Non-correlation will not provide diversification advantages beyond, perhaps,
lowering a portfolio's overall volatility unless the non-correlated assets are
performing positively. There can be no assurance that the Trust will perform
positively or avoid losses.

MARKET DIVERSIFICATION

The Trust trades in 30 to 50 or more markets, though not necessarily in all
markets at all times.

The diversification of the Trust permits investors to participate in markets
that would otherwise not be included in their portfolios, thereby both
potentially diversifying risk and increasing profit opportunities.

The markets traded in the Diversified Portfolio change from time to time.
Currently these markets include:

 CURRENCIES

 MAJOR                                   CROSSES

British Pound                           Euro - Pound
Euro currency                           Euro - Norwegian Krone
Japanese Yen                            Euro - Yen
Swiss Franc                             Euro - Swiss Franc
                                        Australian Dollar - Yen
                                        British Pound - Yen
                                        Canadian Dollar - Yen
                                        Swiss Franc - Yen

SECONDARY

Canadian Dollar                         Norwegian Krone
Korean Won                              Singapore Dollar
Mexican Peso                            Thai Baht

Czech Koruna                            South African Rand


 INTEREST RATES

Short-term Eurodollar deposits          Tokyo Yen Bonds
Short-term Euro Yen deposits            U.S. Treasury Bonds
German 5 and 10-year Euro Bonds         U.S. Treasury 5 and 10-year Notes

Long Gilt Future


 STOCK INDICES

Hong Kong Hang Seng
S&P 500
NASDAQ 100
Topix Index
Japanese Nikkei
German DAX

                                      -13-
<Page>

 AGRICULTURAL COMMODITIES

Coffee                                  Sugar
Corn                                    Wheat
Cotton

 METALS                                  ENERGY

Aluminum                                Crude Oil
Copper                                  Gas Oil
Gold                                    Heating Oil

Zinc                                    Natural Gas

                                        Unleaded Gas

OPPORTUNITY TO PROFIT IN RISING AS WELL AS IN DECLINING MARKETS


The Trust may realize positive or negative returns in both rising and declining
markets as futures or forwards positions may be established on either the long
or the short side of a market. Unlike short selling in the securities markets,
selling short in futures or forwards in anticipation of a drop in price can be
accomplished without additional restrictions or special margin requirements.


It is potentially advantageous for investors to own investments that can
appreciate during a period of generally declining prices, financial disruption
or economic instability.

Investors must realize, however, that the Trust is not specifically designed to
appreciate in declining markets. Rather, it is designed to perform independent
of the direction of stocks and bonds and the general economy. The Trust will
only increase in value if the Managing Owner's trading systems identify market
trends and the Trust is able to trade those trends profitably.

INTEREST ON TRUST ASSETS

The Trust will receive all of the interest income earned on its assets.
Approximately 90% of the Trust's assets are invested in deposit accounts and U.
S. Treasury bills or notes. The interest earned on the Trust's assets can offset
a portion, though not all, of its routine costs. However, the Trust's interest
income is subject to the risk of trading losses.

SMALL MINIMUM INVESTMENT; SMALLER MINIMUM ADDITIONAL INVESTMENT

The Managing Owner typically manages individual accounts only of substantial
size -- $3,000,000 or more. You may gain access to the Managing Owner for a
minimum investment of only $5,000; $2,000 in the case of trustees or custodians
of eligible employee benefit plans and individual retirement accounts. You may
make additional investments in minimums of only $1,000.

LIMITED LIABILITY

If you open an individual futures account, you will be generally liable for all
losses incurred in the account, and may lose substantially more than you
committed to the account. However, as an investor in the Trust, you cannot lose
more than your investment plus undistributed profits.

ADMINISTRATIVE CONVENIENCE

The Managing Owner is responsible for all aspects of the Trust's operation. You
will receive monthly unaudited and annual audited financial reports as well as
information necessary for you to complete your federal income tax returns. The
approximate daily Net Asset Value per Unit is available by calling
representatives of the Managing Owner at (212) 332-7300 (ask for the Marketing
Department).

                                      -14-
<Page>


                            PERFORMANCE OF THE TRUST

                               GLOBAL MACRO TRUST
                        (JULY 1, 2002 - OCTOBER 31, 2002)

      TYPE OF POOL: Single-Advisor/Publicly-Offered/No Principal Protection
      INCEPTION OF TRADING: July 2002
      TOTAL ACTUAL ASSETS UNDER MANAGEMENT IN TRUST: $16.4 million
      LARGEST % MONTHLY DRAWDOWN: (7.94)% (10/02)
      WORST PEAK-TO-VALLEY DRAWDOWN: (7.94)% (10/02)
      AGGREGATE SUBSCRIPTIONS FROM INCEPTION: $16,823,104
      VALUE OF INITIAL $1,000 INVESTMENT: $1002



<Table>
<Caption>
                         MONTHLY RATES OF RETURN
              -------------------------------------------
                        MONTH                  2002
              -------------------------------------------
                   <S>                      <C>
                       January
              -------------------------------------------
                       February
              -------------------------------------------
                        March
              -------------------------------------------
                        April
              -------------------------------------------
                         May
              -------------------------------------------
                        June
              -------------------------------------------
                         July                  1.76%
              -------------------------------------------
                        August                 1.20%
              -------------------------------------------
                      September                5.67%
              -------------------------------------------
                       October                (7.94)%
              -------------------------------------------
                       November
              -------------------------------------------
                       December
              -------------------------------------------
                   Compound Annual             0.19%
                   Rate of Return           (4 mos.)
              -------------------------------------------
</Table>


        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

     "WORST MONTHLY DRAWDOWN" IS THE LARGEST NEGATIVE MONTHLY RATE OF RETURN
EXPERIENCED BY A FUND OR A SINGLE ACCOUNT TRADED PURSUANT TO A TRADING
PORTFOLIO.

     "WORST PEAK-TO-VALLEY DRAWDOWN" IS THE GREATEST PERCENTAGE DECLINE IN NET
ASSET VALUE OF A FUND UNIT OR OF A SINGLE ACCOUNT EXPERIENCED BY A FUND OR A
SINGLE ACCOUNT WITHOUT SUCH NET ASSET VALUE BEING SUBSEQUENTLY EQUALED OR
EXCEEDED. FOR EXAMPLE, IF THE VALUE OF A FUND UNIT OR OF AN ACCOUNT DROPPED BY
1% IN EACH OF JANUARY AND FEBRUARY, ROSE 1% IN MARCH AND DROPPED AGAIN BY 2% IN
APRIL, A "PEAK-TO-VALLEY DRAWDOWN" WOULD BE STILL CONTINUING AT THE END OF APRIL
IN THE AMOUNT OF APPROXIMATELY (3)%, WHEREAS IF THE VALUE OF THE FUND UNIT OR
THE ACCOUNT HAD RISEN BY APPROXIMATELY 2% OR MORE IN MARCH, THE DRAWDOWN WOULD
HAVE ENDED AS OF THE END OF FEBRUARY AT THE (2)% LEVEL.

     MONTHLY RATE OF RETURN FOR A FUND IS THE ACTUAL MONTHLY RATE OF RETURN
RECOGNIZED BY AN INITIAL $1,000 INVESTMENT IN THE FUND AND FOR ACCOUNTS IT IS
THE NET PERFORMANCE OF THE FULLY-FUNDED SUBSET DIVIDED BY THE BEGINNING EQUITY
OF THE SUBSET. THE MANAGING OWNER HAS ADOPTED A METHOD OF COMPUTING RATE OF
RETURN REFERRED TO AS THE "FULLY-FUNDED SUBSET" METHOD, PURSUANT TO AN ADVISORY
PUBLISHED BY THE COMMODITY FUTURES TRADING COMMISSION. THE FULLY-FUNDED SUBSET
REFERS TO THE SUBSET OF ACCOUNTS INCLUDED IN THE COMPOSITE THAT WERE FUNDED
ENTIRELY WITH ACTUAL FUNDS.

     PERFORMANCE INFORMATION IS CALCULATED ON AN ACCRUAL BASIS IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

                                      -15-
<Page>


SELECTED FINANCIAL INFORMATION

     THE SELECTED FINANCIAL INFORMATION FOR THE PERIOD ENDED SEPTEMBER 30, 2002
IS TAKEN FROM THE UNAUDITED FINANCIAL STATEMENTS OF THE TRUST FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2002 THE SELECTED FINANCIAL INFORMATION FOR THE YEAR
ENDED DECEMBER 31, 2001 IS TAKEN FROM THE FINANCIAL STATEMENTS OF THE TRUST
AUDITED BY PRICEWATERHOUSECOOPERS LLP. SEE "INDEX TO FINANCIAL STATEMENTS" AT
PAGE 55. THE TRUST COMMENCED TRADING OPERATIONS ON JULY 1, 2002.


                              --------------------


<Table>
<Caption>
INCOME STATEMENT DATA                                            SEPTEMBER 30, 2002       DECEMBER 31, 2001
<S>                                                                 <C>                      <C>
INVESTMENT INCOME:

 Interest income                                                    $     36,951             $      18

EXPENSES:

 Total expenses                                                     $    142,478                    --

 Net investment losses                                              $   (105,527)                   --

REALIZED AND UNREALIZED GAINS (LOSSES):                                                             --

 Net realized gain (losses) on closed positions                     $    602,008                    --

 Net change in unrealized appreciation (depreciation)               $    732,548                    --

 Net realized and unrealized gains (losses) on trading of
     futures and forward contracts and foreign exchange
     translation                                                    $  1,334,556                    --

 Net gains (losses) from U.S. Treasury obligations                  $      3,283                    --

     Total net realized and unrealized gains (losses)               $  1,337,839                    --

 Net income (loss) before profit share to Managing Owner            $  1,232,312                    --

 Incentive fee to Managing Owner                                    $    189,102                    --

 Net income (loss)                                                  $  1,043,210                    --

 Net income (loss) per Unit                                         $      79.30                    --

BALANCE SHEET DATA

 Total Assets                                                       $ 17,200,980             $   2,018

 Total  Liabilities                                                 $  3,561,400                    --

 Total Trust Capital                                                $ 13,639,580             $   2,018

 Net Asset Value per Unit                                           $   1,088.30                    --
</Table>


                              --------------------


SELECTED QUARTERLY FINANCIAL DATA

The following summarized quarterly financial information presents the results of
operations for the three month period ended September 30, 2002. This information
has not been audited. The Trust commenced operations July 1, 2002.



<Table>
<Caption>
                                                                     Third Quarter 2002
                                                                     -------------------
                 <S>                                                      <C>
                 Income:                                                  $       36,935
                 Net Realized and Unrealized Gains (Losses):                   1,337,839
                 Expenses:                                                       142,478
                 Net Income (Loss):                                            1,043,194
                 Net Income (Loss) per Unit:                                       71.30
</Table>



There were no extraordinary, unusual or infrequently occurring items recognized
in any quarter reported above, and the Trust has not disposed of any segments of
its business.

                                      -16-
<Page>

MANAGING OWNER'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS

GENERAL

The Trust was organized on July 23, 2001 under the Delaware Statutory Trust Act,
and the Trust's Registration Statement under the Securities Act of 1933, as
amended, became effective on March 26, 2002. The Trust commenced trading
operations July 1, 2002.

The Trust's success depends on the Managing Owner's ability to recognize price
trends in different sectors of the world economy. The Managing Owner's trading
systems do not predict price movements, nor do they rely on fundamental economic
supply or demand analysis or on macroeconomic assessments of the relative
strengths of different national economies or economic sectors. Instead, the
systems apply proprietary computer models to analyzing past market data, and
from this data alone attempt to determine whether market prices are trending.
Technical traders such as the Managing Owner base their strategies on the theory
that market prices reflect the collective judgment of numerous different traders
and are, accordingly, the best and most efficient indication of market
movements. However, there are frequent periods during which fundamental factors
external to the market dominate prices.

If the Managing Owner's models identify a trend, they signal positions which
follow it. When these models identify the trend as having ended or reversed,
these positions are either closed out or reversed. Due to their trend-following
character, the Managing Owner's systems do not predict either the commencement
or the end of a price movement. Rather, their objective is to identify a trend
early enough to profit from it and to detect its end or reversal in time to
close out the Trust's positions while retaining most of the profits made from
following the trend.

In analyzing the performance of the Managing Owner's trend-following systems,
economic conditions, political events, weather factors, etc., are not directly
relevant because the Managing Owner uses only market data in developing its
systems. Additionally, in general there is no direct connection between
particular market conditions and price trends. There are so many influences on
the markets that the same general type of economic event may lead to a price
trend in some cases but not in others. Further, even if significant price trends
do occur, if these trends are not comprised of the type of price movements which
the systems are designed to identify, the Managing Owner may not position the
Trust to profit from or avoid losses due to the trend. Moreover, there have been
prolonged periods in the futures markets without significant price movements, as
well as markets, in which prices appear to be moving in one direction but then
quickly reverse. Such periods may recur with considerable frequency, and the
Managing Owner would expect it to be very difficult to achieve profitability in
such markets.

The performance summary set forth below is an outline description of how the
Trust performed in the past trading in a wide variety of markets. The Trust's
futures and currency forward contract prices are marked-to-market every trading
day, and the Trust's trading accounts are credited or debited with its daily
gains or losses. Accordingly, there is no material economic distinction between
realized gains or losses on closed positions and unrealized gains or losses on
open positions. The Trust's past performance is not necessarily indicative of
how it will perform in the future.

PERFORMANCE SUMMARY

2002

The Trust commenced trading operations July 1, 2002. Prior to the commencement
of trading operations, the Trust earned $34 in interest from original capital
contributions, which consisted of $400 from Millburn Ridgefield Corporation, the
Trust's Managing Owner, and $1,600 from its initial Unitholder. Net assets
increased $13,637,546 for the three months ended September 30, 2002. This
increase was attributable to subscriptions of $12,615,390 and net income from
operations of $1,043,210, which was partially offset by redemptions of $21,038.
Brokerage commissions are calculated on the Net Asset Value of the Trust on the
last day of each month and are affected by trading performance and redemptions.
Brokerage commissions for the three months ended September 30, 2002 were
$129,902.

The Trust's net asset value per Unit registered a gain during its first quarter
of operation, increasing 7.01%. Trading of interest rate, stock index, and
energy futures was profitable, while currency trading resulted in losses.

Interest rates on government debt declined sharply during the summer. Hence, the
Trust's long positions in German 5 and 10-year bonds, U.S. Treasury 5 and
10-year notes and the 30-year bond, and short-term eurodollar deposits were
profitable. A long Japanese government bond position was also profitable,
although the size of the gain was cut significantly

                                      -17-
<Page>

after a major sell-off followed the Bank of Japan's announcement that it would
purchase stocks from major banks.

Global stock markets declined during the quarter, and the Trust's short
positions in German, Hong Kong, Japanese, and U.S. stock index futures were
profitable.

Though energy prices were volatile during the quarter, long positions in crude
oil, natural gas, London gas oil, and heating oil were profitable. A long
position in unleaded gasoline did produce a fractional loss, however.

Currency trading, on the other hand, was unprofitable during the July-September
period. The sustained dollar decline that had characterized the second quarter
came to an end in the third quarter. A trend reversal that started in late July
was followed by volatile but generally non-directional market activity
thereafter. Hence, short dollar positions relative to the yen, euro, Korean won,
and Swiss franc produced losses, and were closed or reversed to long positions.
Non-dollar cross rate trading had no significant impact on Net Asset Value for
the quarter.

In the metals sector of the Trust's portfolio, a short aluminum trade generated
a modest gain that offset a fractional loss on a short gold trade.

Finally, the gain from a long corn trade was partially offset by losses from
trading cotton, and coffee.

LIQUIDITY AND CAPITAL RESOURCES

The Trust raises additional capital only through the sale of Units and trading
profits (if any) and does not engage in borrowing. The Trust sells no securities
other than the Units.

The Trust's assets are held primarily in U.S. Treasury bills or other
high-quality, readily marketable securities, as well as in cash. Accordingly,
except in very unusual circumstances, the Trust should be able to close out any
or all of its open trading positions and liquidate any securities positions
quickly and at market prices. This permits the Managing Owner to limit losses as
well as reduce market exposure on short notice. In addition, because there is a
readily available market value for the Trust's positions and assets, the Trust's
monthly Net Asset Value calculations are precise.

The value of the Trust's cash and financial instruments is not materially
affected by inflation. Changes in interest rates, which are often associated
with inflation, could cause the value of certain of the Trust's debt securities
to decline, but only to a limited extent. More important, changes in interest
rates could cause periods of strong up or down market price trends, during which
the Trust's profit potential generally increases. However, inflation can also
give rise to markets which have numerous short price trends followed by rapid
reversals, markets in which the Trust is likely to suffer losses.

The Trust trades futures, options and forward contracts on currencies, interest
rates, energy and agricultural products, metals and stock indices. Risk arises
from changes in the value of these contracts (market risk) and the potential
inability of counterparties or brokers to perform under the terms of their
contracts (credit risk). Market risk is generally measured by the face amount of
the positions acquired and the volatility of the markets traded. The Managing
Owner seeks to control market risk through real-time monitoring of open
positions, market diversification inherent in the Diversified Portfolio and by
limiting the Trust's margin-to-equity ratio to a range of approximately 15% to
35%.

The credit risk from counterparty non-performance is the net unrealized gain, if
any, on open positions plus the value of the margin or collateral held by the
counterparty. Credit risk associated with exchange-traded contracts is generally
considered to be quite low because exchanges typically provide clearinghouse
arrangements in which the collective credit of the members of the exchange is
pledged to support the financial integrity of the exchange. In over-the-counter
transactions, on the other hand, traders must rely solely on the credit of their
respective individual counterparties. Margins, which may be subject to loss in
the event of a default, are generally required in exchange trading, and
counterparties may require collateral in the over-the-counter markets. The
Managing Owner seeks to minimize credit risk associated with the Trust's
over-the-counter transactions by transacting only with large, well capitalized
financial institutions.


                                      -18-
<Page>

THE MANAGING OWNER

MILLBURN RIDGEFIELD CORPORATION


Millburn Ridgefield Corporation, the Managing Owner, is a Delaware corporation
organized in May 1982 to manage discretionary accounts in futures and forward
markets. It is the corporate successor to a futures trading and advisory
organization that has been continuously managing assets in the currency and
futures markets using quantitative, systematic techniques since 1971. As of
October 31, 2002 the Managing Owner, together with its affiliate ShareInVest
Research L.P., was managing approximately $750 million in currencies, currency
overlays, financial and commodity futures, equities and funds of funds.


The Managing Owner has been registered with the Commodity Futures Trading
Commission ("CFTC") as a "commodity pool operator" since September 13, 1984 and
as a "commodity trading advisor" since July 1, 1982, and is a member of National
Futures Association ("NFA"). The Millburn Corporation, an affiliate of the
Managing Owner, performs certain administrative and operating functions for the
Managing Owner. ShareInVest Research L.P., an affiliate of the Managing Owner,
manages U.S. small capitalization growth stock hedge funds. THE REGISTRATION OF
THE MANAGING OWNER WITH THE CFTC MUST NOT BE TAKEN AS AN INDICATION THAT THE
CFTC HAS RECOMMENDED OR APPROVED EITHER THE MANAGING OWNER OR THE TRUST.


The Managing Owner contributed $2 million to the initial trading capital of the
Trust. However, the Managing Owner has no intent or commitments to, nor is it a
reasonable possibility that the Managing Owner will, fund Trust cash flow
deficits, if any, or provide other direct or indirect financial assistance to
the Trust.


BACKGROUND AND MANAGEMENT

The Managing Owner is organized into four main departments: research, trading,
operations and investor services. The Managing Owner provides its personnel with
a computerized infrastructure that supports the Managing Owner's research
efforts and allows departments to coordinate and communicate effectively. The
Managing Owner was among the first systematic money managers to begin building a
comprehensive in-house computerized database, and this database has been updated
continuously since its introduction in 1975. The Managing Owner's currency
database contains more than twenty-five years of market activity, and the
interest-rate futures database covers the period since 1977, the first year
these contracts were traded.

The systems implemented by the research staff generate signals that the trading
department executes and monitors in more than thirty currency and futures
markets on a 24-hour basis. The face value of the trades executed by the trading
department is in excess of $30 billion per year. The trading process is
facilitated by the use of computers in the related support functions. These
functions include (1) position accounting, (2) profit and loss statements, (3)
trading system signal sheets and (4) portfolio adjustments. A system of checks
and balances is in place to guard against errors. Examples are multiple
confirmations of executed trades and continuous review of positions by both the
trading staff and the senior officers of the firm. The Managing Owner has also
invested in sophisticated communications, news and quotation capabilities.

The background of each of the principals and senior officers of the Managing
Owner and its affiliates who perform services on the Managing Owner's behalf is
set forth below.


HARVEY BEKER, AGE 49. Mr. Beker is Co-Chief Executive Officer and Co-Chairman of
the Managing Owner and The Millburn Corporation, and a partner of ShareInVest
Research L.P. He received a Bachelor of Arts degree in economics from New York
University in 1974 and a Master of Business Administration degree in finance
from NYU in 1975. From June 1975 to July 1977, Mr. Beker was employed by Loeb
Rhoades, Inc. where he developed and traded silver arbitrage strategies. From
July 1977 to June 1978, Mr. Beker was a futures trader at Clayton Brokerage Co.
of St. Louis. Mr. Beker has been employed by The Millburn Corporation since June
1978. During his tenure at the Managing Owner, he has been instrumental in the
development of the research, trading and operations areas. Mr. Beker became a
principal of the firm in 1982.

GEORGE E. CRAPPLE, AGE 58. Mr. Crapple is Co-Chief Executive Officer and
Co-Chairman of the Managing Owner and The Millburn Corporation and a partner of
ShareInVest Research L.P. In 1966 he graduated with honors from the University
of Wisconsin where his field of concentration was economics and he was elected
to Phi Beta Kappa. In 1969 he graduated from Harvard Law School, MAGNA CUM
LAUDE, where he was a member of the Harvard Law Review. He was a lawyer with
Sidley & Austin, Chicago, Illinois, from 1969 until April 1, 1983, as a partner
since 1975, specializing in commodities, securities, corporate and tax law. He
was first associated with the Managing Owner in 1976 and joined the Managing
Owner on April 1, 1983 on a full-time

                                      -19-
<Page>

basis. Mr. Crapple is a Director, Member of the Executive Committee, Chairman of
the Appeals Committee and a former Chairman of the Eastern Regional Business
Conduct Committee of the NFA, past Chairman of the Managed Funds Association and
a member of the Technology Advisory Committee of the CFTC.

GREGG R. BUCKBINDER, AGE 43. Mr. Buckbinder is Senior Vice-President and Chief
Operating Officer of the Managing Owner and The Millburn Corporation and a
partner of ShareInVest Research L.P. He graduated CUM LAUDE from Pace University
in 1980 with a B.B.A. in accounting and received an M.S. in taxation from Pace
in 1988. He joined the Managing Owner in January 1998 from Odyssey Partners,
L.P. where he was responsible for the operation, administration and accounting
of the firm's merchant banking and managed account businesses from mid-1990
through December 1997. Mr. Buckbinder was employed by Tucker Anthony, a
securities broker and dealer, from 1985 to 1990 where he was First Vice
President and Controller, and from 1983 to 1984 where he designed and
implemented various operations and accounting systems. He was with the public
accounting firm of Ernst & Whinney from 1984 to 1985 as a manager in the tax
department and from 1980 to 1983 as a senior auditor, with an emphasis on
clients in the financial services business. He is a Certified Public Accountant
and a member of the American Institute of Certified Public Accountants.

MARK B. FITZSIMMONS, AGE 54. Mr. Fitzsimmons is a Senior Vice-President of the
Managing Owner and The Millburn Corporation and a partner of ShareInVest
Research L.P. His responsibilities include both marketing and investment
strategy. He graduated SUMMA CUM LAUDE from the University of Bridgeport,
Connecticut in 1970 with a B.S. in economics. His graduate work was done at the
University of Virginia, where he received a certificate of candidacy for a Ph.D.
in economics in 1973. He joined the Managing Owner in January 1990 from Morgan
Stanley & Co. Incorporated where he was a Principal and Manager of institutional
foreign exchange sales and was involved in strategic trading for the firm. From
1977 to 1987 he was with Chemical Bank New York Corporation, first as a Senior
Economist in Chemical's Foreign Exchange Advisory Service and later as a
Vice-President and Manager of Chemical's Corporate Trading Group. While at
Chemical he also traded both foreign exchange and fixed income products. From
1973 to 1977 Mr. Fitzsimmons was employed by the Federal Reserve Bank of New
York, dividing his time between the International Research Department and the
Foreign Exchange Department.

BARRY GOODMAN, AGE 45. Mr. Goodman is Executive Vice-President, Director of
Trading and Co-Director of Research of the Managing Owner and The Millburn
Corporation and a partner of ShareInVest Research L.P. His responsibilities
include overseeing the firm's trading operation and managing its trading
relationships, as well as the design and implementation of trading systems. He
graduated MAGNA CUM LAUDE from Harpur College of the State University of New
York in 1979 with a B.A. in economics. From 1980 through late 1982 he was a
commodity trader for E. F. Hutton & Co., Inc. At Hutton he also designed and
maintained various technical indicators and coordinated research projects
pertaining to the futures markets. He joined the Managing Owner in 1982 as
Assistant Director of Trading.

DENNIS B. NEWTON, AGE 51. Mr. Newton is a Senior Vice-President of the Managing
Owner and the Millburn Corporation. His primary responsibilities are in
administration and marketing. Prior to joining the Managing Owner in September
1991, Mr. Newton was President of Phoenix Asset Management, Inc., a registered
commodity pool operator from April 1990 to August 1991. Prior to his employment
with Phoenix, Mr. Newton was a Director of Managed Futures with Prudential-Bache
Securities Inc. from September 1987 to March 1990. Mr. Newton joined
Prudential-Bache from Heinold Asset Management, Inc. where he was a member of
the senior management team. Heinold was a pioneer and one of the largest
sponsors of funds utilizing futures and currency forward trading.

GRANT N. SMITH, AGE 50. Mr. Smith is Executive Vice-President and Co-Director of
Research of the Managing Owner and The Millburn Corporation and a partner of
ShareInVest Research L.P. He is responsible for the design, testing and
implementation of quantitative trading strategies, as well as for planning and
overseeing the computerized decision-support systems of the firm. He received a
B.S. degree from the Massachusetts Institute of Technology in 1974 and an M.S.
degree from M.I.T. in 1975. While at M.I.T. he held several teaching and
research positions in the computer science field and participated in various
projects relating to database management. He joined the Managing Owner in 1975.

The Managing Owner shares with its affiliates a staff of over 40, including the
above-named individuals. The past performance of the Managing Owner is set forth
on pages 24, 25 and 26 and in "Supplemental Performance Information" beginning
on page 46.


                                      -20-
<Page>

TRADING STRATEGIES IN GENERAL

Forward and futures traders may generally be classified as either systematic or
discretionary. A systematic trader will generally rely to some degree on
judgmental decisions concerning, for example, which markets to follow and trade,
when to liquidate a position in a contract that is about to expire and how heavy
a weighting a particular market should have in a portfolio. However, although
these judgmental decisions may have a substantial effect on a systematic trading
advisor's performance, the trader relies primarily on trading programs or models
that generate trading signals. The systems used to generate trading signals
themselves may be changed from time to time, but the trading instructions
generated by the systems are followed without significant additional analysis or
interpretation. Discretionary traders on the other hand -- while they may use
market charts, computer programs and compilations of quantifiable information to
assist them in making trading decisions -- make trading decisions on the basis
of their own judgment and trading instinct, not on the basis of trading signals
generated by any program or model.

The Managing Owner is a systematic trader.

In addition to being distinguished from one another on the basis of whether they
are systematic or discretionary traders, futures trading advisors are also
distinguished as relying on either technical or fundamental analysis, or on a
combination of the two.

Technical analysis is not based on the anticipated supply and demand of a
particular commodity, currency or financial instrument. Instead, it is based on
the theory that the study of the markets themselves will provide a means of
anticipating the external factors that affect the supply and demand for a
particular commodity, currency or financial instrument in order to predict
future prices. Technical analysis operates on the theory that market prices at
any given point in time reflect all known factors affecting supply and demand
for a particular commodity, currency or financial instrument.

Fundamental analysis, in contrast, is based on the study of factors external to
the trading markets that affect the supply and demand of a particular commodity,
currency or financial instrument in an attempt to predict future prices. Such
factors might include the economy of a particular country, government policies,
domestic and foreign political and economic events, and changing trade
prospects. Fundamental analysis theorizes that by monitoring relevant supply and
demand factors for a particular commodity, currency or financial instrument, a
state of current or potential disequilibrium of market conditions may be
identified that has yet to be reflected in the price level of that instrument.
Fundamental analysis assumes that the markets are imperfect, that information is
not instantaneously assimilated or disseminated and that econometric models can
be constructed that generate equilibrium prices that may indicate that current
prices are inconsistent with underlying economic conditions and will,
accordingly, change in the future.

The Managing Owner is predominantly a technical trader.

Trend-following advisors, such as the Managing Owner, gear their trading
approaches towards positioning themselves to identify and follow major price
movements. In contrast, market forecasters attempt to predict future price
levels without relying on such trends to point the way, scalpers attempt to make
numerous small profits on short-term trades, and arbitrage traders attempt to
capture temporary price imbalances between inter-related markets.
Trend-following traders assume that a majority of their trades will be
unprofitable. Their objective is to make a few large profits, more than
offsetting their numerous but smaller losses, by successfully identifying and
following major trends. Consequently, during periods in which no major price
trends develop in a market, a trend-following advisor is likely to incur
substantial losses.

THE MANAGING OWNER'S TRADING STRATEGY

MULTIPLE TRADING SYSTEMS

The objective of the Managing Owner's trading method is to participate in all
major sustained price moves in the markets traded. The Managing Owner regards
its approach as long-term in nature. The Managing Owner makes trading decisions
pursuant to its trading method, which includes technical trend analysis, certain
non-trend-following technical systems, and the money management principles
described below, which may be revised from time to time. Given trends in price
of sufficient duration and magnitude, these trading systems may be profitable
even though more than half of all individual trades are unprofitable. A period
of time without such trends, however, may result in substantial losses.

The Managing Owner is engaged in a substantial ongoing research effort to
improve its trading methods and to apply its quantitative analytic expertise to
new financial products.

Successful systematic futures trading depends primarily on two factors:
development and selection of the trading systems used in each market, and

                                      -21-
<Page>

allocation of portfolio risk among the markets available for trading.

Market environments change over time, and particular systems may perform well in
one environment but poorly in another. Likewise, portfolio sectors and
individual markets go through periods where systematic trading is very
profitable and other periods where no system makes any money.

The goal of the Managing Owner's research has been to develop an algorithm to
select the optimal mix of systems in each market and an algorithm to dynamically
determine optimum portfolio allocations, allocating risk to markets according to
a forecast of profitability using a mix of systems.

The first step in the trading methodology is developing intermediate- to
long-term trading systems which generate buy or sell decisions in a particular
market based on the direction of the price trend in the market. Over the last 30
years, the Managing Owner has developed hundreds of trading systems. These
`heritage' systems are augmented from time to time with the results of research.
The Managing Owner tests the full range of the systems in each market against
five, ten or fifteen years of historical data to simulate the results the system
would have achieved in the markets had the system been used to make trading
decisions during the simulation period. It then calculates (i) the profitability
of the systems and (ii) a number of statistics designed to identify high quality
profits such as (a) the percentage of profitable trades, (b) the worst losses
experienced, (c) the average giveback of maximum profits on profitable trades
and (d) Sharpe ratio (risk-adjusted returns).

Since the early 1980s the Managing Owner has selected up to four systems in each
market after a review of statistical data for the heritage systems in an effort
to diversify away from reliance on a single system in a market. The Managing
Owner has attempted to select systems with different characteristics to smooth
the return stream from the market. The Managing Owner then selects its portfolio
weightings taking into account statistical data on the systems' returns in each
market, liquidity constraints and the Managing Owner's judgment and experience.
The Managing Owner has achieved a major improvement in this process through the
recent implementation of its System Selection Algorithm and Portfolio Allocation
Algorithm.

Because there are hundreds of systems in the Managing Owner's heritage universe,
there are billions of potential combinations of systems for each market. The
System Selection Algorithm simulates these potential combinations and searches
for both an optimal number and combination of systems in each market. The number
of systems ranges from 5 to 8, and the combination selected will maximize Sharpe
ratio, a risk-adjusted measure of returns, subject to minimum levels of
diversification among systems in the group.

The System Allocation Algorithm is rerun whenever new systems become available
for inclusion in the system universe.

The Portfolio Allocation Algorithm was designed to select a portfolio with what
the Managing Owner believes to be `optimal' risk/reward statistics -- Sharpe
ratio, volatility and drawdown. It is designed to dynamically shift the
portfolio risk allocations into the markets and sectors which offer the best
potential for profit. There are currently over 30 markets included in the
Portfolio Allocation Algorithm universe for potential allocation -- markets
deemed `tradable'. Using return streams for each market (generated by the system
combination selected by the System Selection Algorithm), the Portfolio
Allocation Algorithm simulates approximately 1 billion potential combinations of
risk allocations. Each market and sector in the universe is constrained to a
maximum allocation based on real-world considerations. In any single market, the
constraints are based primarily on liquidity and market access. Sectors are
constrained largely by externally imposed portfolio considerations, such as
would occur in a `financial only', a `currency only' or a `commodity oriented'
portfolio. No minimum allocation is specified, so markets can (and do) have
allocations of zero. The Portfolio Allocation Algorithm reallocates the
portfolio when called-for changes exceed certain thresholds. Its proposed
allocations are reviewed by the Managing Owner's Asset Allocation Committee and
the Committee may make adjustments in such allocations using its judgment and
experience.

The implementation of the System Selection Algorithm and the Portfolio
Allocation Algorithm constitute a major advance which mines the Managing Owner's
30 years of research achievements and extracts what the Managing Owner believes
to be significant additional value.

RISK MANAGEMENT

Risk is a function of both price level and price volatility. For example, a
100,000 barrel crude oil position is worth more and is, therefore, more risky
with oil at $30 per barrel than with oil at $10 per barrel. Similarly, oil would
be more risky if prices are moving in a 5% daily range than if prices are moving
in a 1% daily range. In attempting to assess market volatility as a means of
monitoring and

                                      -22-
<Page>

evaluating risk, the Managing Owner uses its volatility overlay as a part of
individual market risk management. This system is designed to measure the risk
in the portfolio's position in a market and signals a decrease in position size
when risk increases and an increase in position size when risk decreases. The
Managing Owner's volatility overlay maintains overall portfolio risk and
distribution of risk across markets within designated ranges. It is applied to
the systematic strategies described above. A secondary benefit of the volatility
overlay can be timely profit taking. Because markets tend to become more
volatile after a profitable trend has been long underway, the volatility overlay
often signals position reductions before trend reversals.

In addition to the volatility overlay, the Managing Owner's risk management
focuses on money management principles applicable to the portfolio as a whole
rather than to individual markets. The first principle is portfolio
diversification which attempts to improve the quality of profits by reducing
volatility, as described in the discussion of the Portfolio Allocation Algorithm
above.

Additional money management principles applicable to the portfolio as a whole
include:

(1) limiting the assets committed as margin or collateral, generally within a
range of 15% to 35% of an account's net assets, though the amount may at any
time be substantially higher;

(2) prohibiting pyramiding -- that is, using unrealized profits in a particular
market as margin for additional positions in the same market; and

(3) changing the equity used for trading by an account solely on a controlled
periodic basis, not automatically due to an increase in equity from trading
profits.

Another important risk management function is the careful control of leverage or
portfolio size. Leverage levels are determined by simulating the entire
portfolio -- all markets, all systems, all risk control overlays, the exact
weightings of the markets in the portfolio and the proposed level of leverage --
over the past five or ten years to determine the worst case experienced by the
portfolio in the simulation period. The worst case or peak-to-trough drawdown is
measured from a daily high in portfolio assets to the subsequent daily low
whether that occurs days, weeks or months after the daily high. If the Managing
Owner considers the drawdown too severe, it reduces the leverage or portfolio
size. There are, however, no restrictions on the amount of leverage the Managing
Owner may use at any given time.

Decisions whether to trade a particular market require the exercise of judgment.
The decision not to trade certain markets for certain periods, or to reduce the
size of a position in a particular market, may result at times in missing
significant profit opportunities.

The Managing Owner employs discretion in the execution of trades where trader
expertise plays a role in timing of orders and, from time to time, may adjust
the size of a position, long or short, in any given market indicated by its
systematic trading strategies. This exercise of discretion generally occurs only
in response to unusual market conditions that may not have been factored into
the design of the trading systems and is generally intended to reduce risk
exposure. Decisions to make such adjustments also require the exercise of
judgment and may include consideration of the volatility of the particular
market; the pattern of price movements, both inter-day and intra-day; open
interest; volume of trading; changes in spread relationships between various
forward contracts; and overall portfolio balance and risk exposure.

With respect to the execution of trades, the Managing Owner may rely to an
extent upon the judgment of others, including dealers, bank traders and floor
brokers. No assurance is given that it will be possible to execute trades
regularly at or near the desired buy or sell point.

The trading method, systems and money management principles utilized by the
Managing Owner are proprietary and confidential. The foregoing description is
general and is not intended to be complete.

                                      -23-
<Page>


ADDITIONAL PERFORMANCE OF THE MANAGING OWNER

          The Managing Owner trades its Diversified Portfolio on behalf of the
Trust. The following summary and chart reflect the composite performance results
from January 1997 through October 2002 of the Managing Owner's Diversified
Portfolio. As of October 31, 2002, 18 accounts traded pursuant to the
Diversified Portfolio had been closed in the last 5 years and 9 accounts
remained open. Of the 18 closed accounts, 15 were profitable and 3 were
unprofitable when closed. Of the 9 open accounts, 9 were profitable as of
October 31, 2002.

                       THE MILLBURN DIVERSIFIED PORTFOLIO
                      (JANUARY 1, 1996 - OCTOBER 31, 2002)

               NAME OF PROGRAM:  Diversified Portfolio
               INCEPTION OF TRADING BY THE MANAGING OWNER:  February 1971
               INCEPTION OF TRADING PURSUANT TO PROGRAM:  February 1971
               NUMBER OF ACCOUNTS TRADED PURSUANT TO PROGRAM:  9
               TOTAL ACTUAL ASSETS TRADED BY THE MANAGING OWNER:  $400 million
               TOTAL ACTUAL ASSETS IN PROGRAM:  $295 million
               LARGEST % DRAWDOWN IN AN ACCOUNT SINCE 1997:  (13.79)%  (10/99)
               WORST PEAK-TO-VALLEY DRAWDOWN IN AN
                    ACCOUNT SINCE 1997:  (23.97)% (7/97-9/00)
               NUMBER OF ACCOUNTS CLOSED PROFITABLE SINCE 1997:  15
               NUMBER OF ACCOUNTS CLOSED UNPROFITABLE SINCE 1997:  3



<Table>
<Caption>
                                                       MONTHLY RATES OF RETURN
-------------------------------------------------------------------------------------------------------------------------------
     MONTH                  2002            2001               2000              1999              1998              1997
---------------------- --------------- ------------------ ----------------- ----------------- ----------------- ---------------
<S>                     <C>                <C>                <C>              <C>                <C>               <C>
    January                 1.88%           0.62%              1.99%            (4.01)%            2.87%             8.14%

    February               (4.31)%         (1.54)%            (1.73)%            3.08%            (2.71)%            5.72%

     March                  1.05%           9.12%             (4.55)%            1.21%            (1.14)%           (2.83)%

     April                 (3.26)%         (5.39)%             0.67%             5.51%            (7.38)%           (3.01)%

      May                   6.01%           1.89%             (1.94)%           (3.34)%            4.04%             1.50%

      June                 13.44%          (2.24)%            (4.43)%            5.80%             2.32%             0.52%

      July                  6.06%          (5.38)%            (1.85)%           (3.82)%           (4.96)%            8.15%

     August                 1.55%           3.26%              3.23%             1.17%             6.94%            (8.52)%

   September                6.62%          (2.85)%            (2.77)%            0.73%             5.53%             1.20%

    October                (8.04)%          4.20%              4.50%           (11.81)%           (1.84)%           (2.22)%

    November                               (8.21)%             6.02%             2.19%            (0.75)%           (0.31)%

    December                                1.85%             14.41%             2.68%             2.71%             5.02%

Compound Annual            21.02%          (5.79)%            12.72%            (1.99)%            7.12%            12.68%
Rate of Return          (10 mos.)
</Table>



        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

     The Trust is a Single Diversified Portfolio Account of the Managing Owner.
The Performance Set Forth Above is the Composite Performance of All the Managing
Owner's Diversified Portfolio Accounts, Not the Performance of the Trust.

                            SEE THE NOTES ON PAGE 15.

                                      -24-
<Page>

                         OTHER MILLBURN SPONSORED FUNDS
                          (Each a single-advisor pool)
                       January 1, 1997 - October 31, 2002



<Table>
<Caption>
                                                                                                 Worst            Worst
                                                                                                Monthly       Peak-to-Valley
                                                                                               Drawdown          Drawdown
                            Type of        Inception of      Aggregate         Current             %                %
    NAME OF FUND           Offering          Trading       Subscriptions    Capitalization       Month           Period
----------------------   --------------   --------------   --------------   --------------   --------------   --------------
<S>                        <C>             <C>             <C>               <C>                <C>             <C>
 The Millburn World                                                                             (14.82)%            (29.82)%
   Resource Trust           Public          Sept. 1995      $100 million      $21,968,104       (10/99)         (2/97-9/00)

   Millburn Global                                                                              (10.54)%            (32.09)%
Opportunity Fund L.P.       Public          Jan. 1993      $41.6 million      $5,853,080         (1/94)         (6/99-9/00)

                            Public-
                            Partial
  Millburn Currency        Principal                                         dissolved as        (9.15)%            (28.56)%
    Fund II L.P.           Protected        Aug. 1991      $13.4 million      of 9/30/00         (8/93)         (7/97-9/00)

                                                                                                (12.04)%            (20.36)%
   Nestor Partners          Private         Feb. 1977       $320 million     $157,539,393       (10/99)         (6/99-9/00)

   Millburn Global                                                             ceased
  Markets Portfolio                                                          trading as          (8.51)%            (30.54)%
        L.P.                Private         Oct. 1993       $6.4 million      of 2/28/01         (2/96)         (6/99-9/00)

  Millburn Currency                                                                              (8.86)%            (21.55)%
      Fund L.P.             Private         Jan. 1990      $71.7 million     $23,255,122         (5/95)         (7/97-9/00)

    MRC Currency                                                             dissolved as        (9.44)%            (20.41)%
    Partners L.P.           Private         Aug. 1990        $93 million      of 5/31/97         (8/93)         (9/92-1/95)

   Millburn World                                                                               (13.58)%            (22.05)%
 Resource Fund L.P.         Private         Jan. 1995      $22.5 million      $4,578,211        (10/99)         (9/99-9/00)

                                                                                                (14.64)%            (24.38)%
  Apollo Fund L.P.          Private        Sept. 1982       $159 million     $42,040,562        (10/99)         (6/99-9/00)

   Millburn Index                                                                                (0.63)%             (0.63)%
      Partners              Private         May 2002         $22 million     $22,392,176        (10/02)             (10/02)

<Caption>
                             2002             2001             2000             1999             1998             1997
                           Compound         Compound         Compound         Compound         Compound         Compound
                            Rate of          Annual           Annual           Annual           Annual           Annual
                            Return           Rate of          Rate of          Rate of          Rate of          Rate of
    NAME OF FUND          (10 month)         Return           Return           Return           Return           Return
----------------------   --------------   --------------   --------------   --------------   --------------   --------------
<S>                        <C>              <C>              <C>               <C>               <C>            <C>
 The Millburn World
   Resource Trust            12.27%          (12.10)%           2.32%          (10.09)%           4.39%            2.39%

   Millburn Global
Opportunity Fund L.P.        21.95%            4.77%           (8.53)%          (2.26)%           1.08%           11.51%

  Millburn Currency                                           (15.17)%
    Fund II L.P.               N/A              N/A          (9 mos.)           (1.86)%          (9.83)%          18.65%

   Nestor Partners           18.96%           (7.88)%          12.37%           (3.27)%           4.81%           11.76%

   Millburn Global
  Markets Portfolio                           0.60%
        L.P.                   N/A          (2 mos.)           (5.39)%          (1.26)%           2.34%           13.59%

  Millburn Currency
      Fund L.P.              14.81%            2.78%            4.29%            2.12%           (7.03)%          20.13%

    MRC Currency                                                                                                  15.31%
    Partners L.P.              N/A              N/A              N/A              N/A              N/A          (5 mos.)

   Millburn World
 Resource Fund L.P.          17.81%           (3.90)%          11.21%           (3.97)%          11.98%           10.50%

  Apollo Fund L.P.           36.12%           (9.56)%          15.26%           (4.17)%           5.64%           14.72%

   Millburn Index             0.74%
      Partners             (6 mos.)             N/A              N/A              N/A              N/A              N/A
</Table>



                            SEE THE NOTES ON PAGE 15.

       PAST PERFORMANCE IS NOT NECESS'ARILY INDICATIVE OF FUTURE RESULTS.
          Purchasers of Units will acquire no interest in these funds.

                                      -25-
<Page>

                     ADDITIONAL MILLBURN TRADING PORTFOLIOS
                       January 1, 1997 - January 31, 2002



<Table>
<Caption>
                                                        Millburn          Millburn            Millburn            Millburn
                                                       Ridgefield        Ridgefield          Ridgefield          Ridgefield
                                   NAME OF CTA:       Corporation        Corporation        Corporation         Corporation
                                                  -------------------  ---------------    ---------------     ----------------
                                                      Diversified-
                                                         High           Diversified -      Diversified -          Currency
                               NAME OF PROGRAM:        Leverage             2XL               2.5 XL              Portfolio
                                                  -------------------  ---------------    ---------------     ----------------
<S>                                                 <C>                 <C>                <C>                 <C>
    INCEPTION OF CLIENT ACCOUNT TRADING BY CTA:      February 1971      February 1971      February 1971       February 1971

INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM:        April 1998       January 1998       December 1999       November 1989

                       NUMBER OF OPEN ACCOUNTS:            0                  0                  0                   2

                         ACTUAL ASSETS OVERALL:       $400 million      $400 million        $400 million        $400 million

                      ACTUAL ASSETS IN PROGRAM:            0                  0                  0             $27.98 million

                                                        (12.62)%          (12.39)%            (20.43)%
          WORST MONTHLY DRAWDOWN IN AN ACCOUNT:         (10/99)            (7/98)             (11/02)          (8.69)% (9/01)

                                                         (17.07)%          (25.40)%           (39.92)%            (21.55)%
   WORST PEAK-TO-VALLEY DRAWDOWN IN AN ACCOUNT:        (7/99-3/00)        (1/98-7/98)       (3/01-04/02)        (7/97-9/00)

                                                                                               68.79%              18.00%
                  2002 COMPOUND RATE OF RETURN:            N/A                N/A             (7 mos.)           (10 mos.)

           2001 COMPOUND ANNUAL RATE OF RETURN:            N/A                N/A             (16.16)%             4.18%

          2000 COMPOUND ANNUAL  RATE OF RETURN:     (8.46)% (3 mos.)          N/A              18.15%              6.89%

           1999 COMPOUND ANNUAL RATE OF RETURN:          (5.57)%        8.76% (5 mos.)      3.5% (1 mo.)           5.22%

           1998 COMPOUND ANNUAL RATE OF RETURN:       4.67% (9 mos.)        (4.42)%              N/A              (5.02)%

           1997 COMPOUND ANNUAL RATE OF RETURN:            N/A                N/A                N/A               20.86%

<Caption>
                                                     Millburn             Millburn              Millburn             Millburn
                                                    Ridgefield           Ridgefield           Ridgefield            Ridgefield
                                   NAME OF CTA:     Corporation          Corporation          Corporation           Corporation
                                                  ---------------      ---------------      ---------------       ----------------
                                                     Currency-                                Global-High          World Resource
                               NAME OF PROGRAM:    High Leverage       Global Portfolio         Leverage             Portfolio
                                                  ---------------      ---------------      ---------------       ----------------
<S>                                               <C>                  <C>                   <C>                  <C>
    INCEPTION OF CLIENT ACCOUNT TRADING BY CTA:    February 1971        February 1971        February 1971         February 1971

INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM:      July 1993          November 1989           July 1993          September 1995

                       NUMBER OF OPEN ACCOUNTS:          1                    2                     0                     2

                         ACTUAL ASSETS OVERALL:    $400 million         $400 million           $400 million         $400 million

                      ACTUAL ASSETS IN PROGRAM:    $6.1 million         $21.5 million               0              $30.5 million

          WORST MONTHLY DRAWDOWN IN AN ACCOUNT:   (13.90)% (9/01)      (9.86)% (11/01)       (5.70)% (8/97)       (14.82)% (10/99)

                                                     (40.79)%             (34.97)%              (6.56)%               (28.82)%
   WORST PEAK-TO-VALLEY DRAWDOWN IN AN ACCOUNT:     (7/97-8/00)          (6/99-9/00)          (7/97-10/97)          (2/97-9/00)

                                                      19.67%               22.58%                                       13.34%
                  2002 COMPOUND RATE OF RETURN:      (10 mos.)            (10 mos.)                N/A                (10 mos.)

           2001 COMPOUND ANNUAL RATE OF RETURN:       (0.27)%               5.12%                  N/A                 (10.52)%

          2000 COMPOUND ANNUAL  RATE OF RETURN:       (2.05)%              (8.11)%                 N/A                  2.34%

           1999 COMPOUND ANNUAL RATE OF RETURN:       (0.67)%              (0.77)%                 N/A                 (9.58)%

           1998 COMPOUND ANNUAL RATE OF RETURN:      (15.45)%               2.03%                  N/A                  5.66%

           1997 COMPOUND ANNUAL RATE OF RETURN:       27.99%               13.65%                 11.82%                1.88%
</Table>



        PAST PERFORMANCE NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
         THE TRUST'S ACCOUNT IS TRADED PURSUANT TO THE MANAGING OWNER'S
                             DIVERSIFIED PORTFOLIO.
                            SEE THE NOTES ON PAGE 15.


                                      -26-
<Page>

USE OF PROCEEDS

The entire proceeds of this offering of the Units will be used by the Trust to
engage in its trading activities and as reserves to support that trading.

The Trust will deposit its assets in cash with the Trust's Clearing Broker to be
used as margin, in accounts established in the name of the Trust at major United
States banks and with its foreign exchange counterparties. The assets deposited
as margin with the Clearing Broker will be held in "customer segregated funds
accounts" or "foreign futures and foreign options secured amount accounts," as
required by the Commodity Exchange Act and CFTC regulations. In general, the
Managing Owner expects that approximately 3% to 7% of the Trust's assets will be
held in customer segregated funds and approximately 3% to 6% will be held in
foreign futures and options secured amount accounts. Assets held in customer
segregated funds accounts and foreign futures and options secured amount
accounts will be held in cash or in U.S. Treasury instruments approved by the
CFTC for the investment of customer segregated funds. In general, the Managing
Owner expects that approximately 70% to 85% of the Trust's assets will be held
in bank accounts opened in the Trust's name, although the actual level may vary
from time to time. Assets held in bank accounts will either be held as
interest-bearing money market bank deposits or in U.S. Treasury instruments.

The Trust will trade in the forward currency markets. The Trust will deposit
assets with its currency forward counterparties in order to initiate and
maintain its currency forward contracts. Such assets will be held in U.S.
Treasury instruments or in cash, for which the Trust will receive an interest
credit at short-term rates. The foreign exchange counterparties, including the
Clearing Broker, may receive a benefit as a result of the deposit of such cash
in the form of a reduction in their outstanding overnight borrowings, despite
such cash belonging to the Trust, not the counterparties. Approximately 9% to
18% of the Trust's assets will be held, in the Trust's name, in cash or U.S.
Treasury instruments in accounts in the United States, with the Clearing Broker
as well as with other counterparties. These accounts are not subject to the
segregation regulations of the CFTC and thus may offer less protection than
segregated funds accounts in the event of the bankruptcy of the Clearing Broker
or other counterparty.

On an ongoing basis, the Managing Owner anticipates that the Trust will be able
to earn interest on approximately 90% of its daily Net Assets. The Managing
Owner will not receive any interest income earned on the approximately 10% of
the Trust's Net Assets which do not earn interest for the Trust.

Under current margin requirements, the Managing Owner expects the Trust's
average margin to equity ratio, including collateral held by foreign exchange
counterparties, to be approximately 15% to 35% of the Trust's assets. However,
margin requirements vary from time to time, and the Trust is not limited in the
amount of leverage it may use at any one time.

The Managing Owner does not anticipate making any distributions of Trust
profits.

The Trust will not lend any of its assets to any person or entity other than
through permitted securities investments. The Managing Owner will not commingle
the property of the Trust with the property of any other person or entity in
violation of law.

                                      -27-
<Page>

CHARGES

          The Managing Owner believes that you should consider the charges to
which the Trust is subject when making your investment decision.

CHARGES PAID BY THE TRUST

<Table>
<Caption>
    RECIPIENT                     NATURE OF PAYMENT                 AMOUNT OF PAYMENT
    ---------                     -----------------                 -----------------
    <S>                           <C>                               <C>
    The Managing                  Brokerage Fee                     A flat-rate monthly fee of 0.58 of 1% of the Trust's
    Owner                                                           month-end Net Assets before accruals for unpaid
                                                                    Brokerage Fees or Profit Shares (a 7% annual rate).
                                                                    The Managing Owner will, in turn, pay all the routine
                                                                    costs of executing and clearing the Trust's trades and
                                                                    all selling commissions due to the Selling Agents.

                                                                    Persons who invest $100,000 or more in the Trust or
                                                                    who purchase their Units through asset-based or
                                                                    fixed-fee investment programs and whose Units
                                                                    participate in such programs, or who are Selling Agent
                                                                    employees who purchase their Units through 401(k)
                                                                    plans or other Selling Agent-sponsored employee
                                                                    benefit plans, pay annual Brokerage Fees at reduced
                                                                    rates.  This reduction has no effect on other
                                                                    investors.

    Forward                       "Bid-ask" spreads                 These spreads are not actually fees paid by the Trust
    Counterparties                                                  but are dealer profit margins incorporated into
                                                                    forward contract pricing.  They are, therefore,
                                                                    unquantifiable.

    The Managing                  Annual Profit Share               20% of any New Trading Profit, excluding interest
    Owner                                                           income and after reduction for Brokerage Fees and
                                                                    administrative costs.

    Others                        Trustee fees, legal,              As incurred; not expected to exceed 0.50 of 1% of
                                  accounting, printing,             average month-end Net Assets annually.
                                  postage and administrative
                                  costs

    Others                        Extraordinary charges             Actual payments to third parties; expected to be
                                                                    negligible.
</Table>

                              --------------------

FLAT-RATE BROKERAGE FEES

The Trust will pay the Managing Owner a flat-rate annual Brokerage Fee equal to
7% of the Trust's average month-end Net Assets after reduction for expenses but
before reduction for any accrued but unpaid Brokerage Fees or Profit Shares.


The Managing Owner, not the Trust, will pay all routine costs of executing and
clearing the Trust's futures trades. These costs include brokerage commissions
paid to the Clearing Broker and NFA transaction fees of $0.08 per round-turn
trade of a futures contract and $0.04 for each trade of a commodity option
executed on a United States exchange. The Trust's Brokerage Fee is not affected
by the number of transactions actually executed by the Managing Owner on behalf
of the Trust. The Trust will pay any extraordinary costs associated with its
trading -- for example, insurance or delivery expenses.


The Managing Owner has negotiated brokerage rates with the Clearing Broker
ranging from approximately $7.75 to approximately $15.00 per round-turn trade,
including all related exchange and regulatory fees. Commissions on some foreign
exchanges are somewhat higher. At these rates, the Managing Owner estimates the
Trust's aggregate execution and clearing costs at approximately 1% of average
month-end Net Assets per year. The Managing Owner will pay these costs from the
Brokerage Fees
                                      -28-
<Page>

it receives from the Trust. The Managing Owner does not receive any portion of
the commissions paid to the Clearing Broker.

The balance of the Brokerage Fees, after payment of compensation to the Selling
Agents, will be retained by the Managing Owner. The amount of the Brokerage Fee
retained per Unit by the Managing Owner is estimated to equal approximately 2%
of the average month-end Net Asset Value per Unit per year, i.e., the 7%
Brokerage Fee received less (i) the 4% selling commissions or ongoing
compensation paid and (ii) the estimated 1% per annum paid out in execution
costs.

"BID-ASK" SPREADS

Currency dealers trade with a spread between the price at which they are
prepared to buy or sell a particular currency. These "bid-ask" spreads represent
a profit margin to the dealer for making a market in the currency. The Managing
Owner cannot quantify the amount of dealer profit that is embedded in a price
quoted by a dealer, but the Managing Owner believes that the Trust will effect
its currency transactions at prevailing market prices. Because the Trust will
buy currency at the offer price and sell it at the bid price, the Trust, not the
Managing Owner, will pay the dealer spreads. Dealer profit from the Trust's
currency trading may, over time, be substantial.

BROKERAGE FEE DIFFERENTIALS

If you subscribe for $100,000, $500,000 or $1,000,000 or more, you will be
subject to Brokerage Fees of 6.5%, 6% and 5.5%, respectively. If you subscribe
through, and your Units participate in, asset-based or fixed-fee investment
programs, you pay Brokerage Fees of 4%. Selling Agent employees who purchase
Units through Selling Agent sponsored 401(k) and similar plans pay Brokerage
Fees of 3.65%.

If your Units are subject to reduced Brokerage Fees, rather than actually being
charged the reduced amount, your Units will be charged the same 7% Brokerage Fee
as those of other investors. However, the Managing Owner will rebate to you the
difference between the 7% Brokerage Fee and the reduced Brokerage Fee to which
you are subject. This rebate will be in the form of additional Units, calculated
to three decimal places and issued at the then current Unit Net Asset Value.
Accordingly, the Net Asset Value of your investment in the Trust will reflect
the reduced Brokerage Fee applicable to your Units and a somewhat higher Profit
Share as a result of the lower Brokerage Fee. The Managing Owner uses this
rebate procedure to maintain a uniform Net Asset Value across all Units.

The level of the Brokerage Fees you pay will be determined by taking into
account the net investments you make -- i.e., subscriptions minus redemptions.
Thus, if you first invest $50,000 in the Trust, you will qualify for reduced
Brokerage Fees upon a subsequent investment of $50,000, even if your original
investment has lost value.

If, immediately after you redeem Units, your aggregate net investment is less
than $1,000,000, $500,000, or $100,000, you will no longer qualify for the level
of reduced Brokerage Fee you were paying. If you make a subsequent investment,
you will again qualify for reduced Brokerage Fees at the former level if the
amount of the investment, plus the amount of your remaining net capital
contributions -- that is, subscriptions minus redemptions, assuming redemptions
to be made first from profits,

not capital contributions -- equals or exceeds the relevant break point.

20% PROFIT SHARE BASED ON "HIGH WATER MARK" NEW TRADING PROFIT


The Trust pays the Managing Owner a Profit Share equal to 20% of any cumulative
New Trading Profit recognized by the Trust as of the end of each calendar year.
New Trading Profit is any cumulative Trading Profit in excess of the highest
level -- the "High Water Mark" -- of cumulative Trading Profit as of any
previous calendar year-end. Trading Profit includes (1) realized trading profit
(loss) plus or minus (2) the change in unrealized trading profit (loss) on open
positions as of the previous calendar year-end. New Trading Profit is calculated
after payment of the monthly Brokerage Fee and ongoing administrative expenses.
For purposes of determining the Unit Net Asset Value and for allocating Profit
Shares in respect of Units redeemed as of a date other than December 31, the
Profit Share is accrued, and the accruals are reversed to reflect losses, on a
monthly basis. Trading Profit does not include interest earned on the Trust's
assets. Profit Shares previously paid do not reduce New Trading Profit. That is,
the Managing Owner does not have to "earn back" its Profit Shares in order to
produce New Trading Profit.


For example, assume that at the end of the first year of trading the Trust had,
after payment of monthly Brokerage Fees and administrative costs, a realized
profit of $50,000 on its closed positions and an unrealized profit of $150,000
on open positions. Trading Profit would equal $200,000 and 20%, or $40,000,
would be allocated as a Profit Share. Assume that during the second calendar
year, again

                                      -29-
<Page>

after payment of monthly Brokerage Fees and administrative costs, the Trust had
realized profits of $60,000 and a decrease in the unrealized profits on its open
positions of $50,000. Cumulative New Trading Profit would have increased to
$210,000 ($200,000 + $60,000 - $50,000), and 20% of $10,000, or $2,000, would be
allocated as a Profit Share. Now assume that during the third year, again after
payment of monthly Brokerage Fees and administrative costs, the Trust incurred
realized losses of $150,000 and a decrease in the unrealized profit on its open
positions of $100,000. Trading Profit would have decreased as of the end of such
year to $(40,000) ($210,000 - $150,000 - $100,000), and no Profit Share would be
paid. The Managing Owner would retain the $42,000 already paid as Profit Shares
but would not receive additional Profit Shares until cumulative New Trading
Profit exceeded $210,000 as of a year-end.

Redemption of Units will result in a proportional decrease in any loss
carryforward -- since the last calendar year-end as of which a Profit Share was
paid -- as of the date of redemption. Redemption of Units at a time when there
is accrued New Trading Profit will result in a proportional Profit Share
allocation to the Managing Owner.

ADMINISTRATIVE EXPENSES


The Trust pays all routine legal, accounting, administrative, printing and
similar costs associated with its operations. Such costs include the Trustee's
fees and the costs of the ongoing offering of the Units, including registration
and filing fees and the cost of updating this Prospectus. The Managing Owner
estimates such costs will not exceed 0.50 of 1% of the Trust's average month-end
Net Assets in any given year, assuming Trust assets of $25,000,000. The Managing
Owner anticipates that the Trust will pay approximately $85,000 of legal and
audit expenses during the first full year of Trust operations, regardless of the
Trust's total capitalization.


EXTRAORDINARY EXPENSES

The Trust is responsible for the taxes, if any, imposed on the Trust itself. The
Trust is required to pay any extraordinary charges incidental to its trading.
The Managing Owner expects that any such charges will be negligible.

CHARGES PAID BY THE MANAGING OWNER

SELLING COMMISSIONS AND ONGOING COMPENSATION


The Managing Owner pays, from its own funds, all costs incurred in connection
with the sale and distribution of the Units.


CHARGES PAID BY CERTAIN INVESTORS

REDEMPTION CHARGES

Redemption charges, described below, apply through the first twelve months after
a Unit is issued. Redemption charges reduce the amount of your redemption
proceeds. If you subscribe for Units through, and such Units participate in,
asset-based or fixed-fee investment programs or if you are a Selling Agent
employee who purchased Units through a 401(k) plan or other Selling
Agent-sponsored employee benefit plan, you will not be subject to redemption
charges. Redemption charges will not apply to investors who exchange their units
in the Millburn World Resource Trust or Millburn Global Opportunity Fund L.P.
for Units of the Trust, provided they do so through the Selling Agent through
which they purchased the World Resource Trust or Global Opportunity Fund units,
and provided the combined holding period of the units exchanged and the Units
received exceeds 12 months.

REDEMPTIONS; NET ASSET VALUE

REDEMPTION PROCEDURE

The Trust is intended as a medium- to long-term investment, which the Managing
Owner construes to mean at least a 3-5 year period. However, you may redeem
Units as of the close of business, as determined by the Managing Owner, on the
last day of any calendar month. You must give at least 10 days' prior written
notice to the Managing Owner of your intent to redeem.

If you redeem Units on or before the end of the first and second consecutive
six-month periods after you buy such Units, you will pay redemption charges of
4% and 3%, respectively, of your redeemed Units' Net Asset Value as of the date
of redemption. Units are considered sold, for purposes of determining whether
redemption charges apply, on the closing date -- the first day of the month --
of the investment, not the day subscriptions are received or accepted. If you
subscribe for $100,000, $500,000 or $1,000,000 or more, your redemption charges
will be 3.5% and 2.5%, 3% and 2%, and 2% and 1%, respectively. Redemption
charges are paid to the Managing Owner. Units purchased on different closing
dates are treated on a "first-in, first-out" basis for purposes of calculating
the periods to which redemption charges apply. Redemption charges do not apply
to Units purchased through, and that participate in, Selling Agent asset-based
or fixed-fee investment programs, to Selling Agent employees who purchased Units
through 401(k) plans or other

                                      -30-
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Selling Agent-sponsored employee benefit plans, or to Units received in exchange
for units of Millburn World Resource Trust or Millburn Global Opportunity Fund
L.P., provided the exchange is effected through the Selling Agent that sold the
Millburn World Resource Trust or Millburn Global Opportunity Fund L.P. units
exchanged, and provided the combined holding period of the units exchanged and
the Units received exceeds 12 months.

All additional Units issued to subscribers subject to reduced Brokerage Fees
shall, for redemption purposes, be deemed to have been issued as of the date on
which each such Unitholder first acquired Units. In the event that Units are
sold at an intra-month closing date, the end of such month will constitute the
first of the twelve month-ends as of which such redemption charges are due.

The Managing Owner may declare additional redemption dates upon notice to the
Unitholders and may, in unusual circumstances, permit certain, or all,
Unitholders to redeem as of dates other than month-end.

Unitholders may redeem any whole number of Units.

Fractional Units may be redeemed only upon redemption of a Unitholder's entire
remaining interest in the Trust.

A form of Request for Redemption is attached to the Declaration of Trust and
Trust Agreement as an Annex.

All requests for redemption will be honored and payment will be made within 15
business days of the month-end redemption date. The Managing Owner will make
arrangements with Selling Agents who so request to pay redemptions through
crediting Unitholders' customer securities accounts with such Selling Agents. In
the unlikely event a market disruption that results in the closing of financial
markets in the United States or abroad makes it impossible or impracticable to
value the Units or liquidate Trust assets, redemptions may be suspended or
payment of redemption proceeds may be delayed. Unitholders will be notified by
telephone or first-class mail if redemptions are suspended or if redemption
payments will be delayed due to such a market disruption.

Units purchased by the Managing Owner, other than Units representing its
required investment in the Trust, may be redeemed on the same terms as any other
Units.

NET ASSET VALUE

Net Assets are determined in accordance with generally accepted accounting
principles of the United States of America and include unrealized profits as
well as unrealized losses on open commodity positions. Net Assets include the
sum of all cash, U.S. Treasury bills or other fixed-income instruments, valued
at cost plus accrued interest, the liquidating value, or cost of liquidation, of
all futures, forward and options positions and the fair market value of all
other assets of the Trust, less all liabilities, of the Trust, including accrued
liabilities, irrespective of whether such liabilities, such as Profit Shares,
may, in fact, never be paid. If a contract cannot be liquidated on a day with
respect to which Net Assets are being determined, the settlement price on the
next day on which the contract can be liquidated shall be the basis for
determining the liquidating value of such contract, or such day, or such other
value as the Managing Owner may deem fair and reasonable.

THE CLEARING BROKER


UBS PaineWebber Inc. serves as the Trust's Clearing Broker. Although the
Managing Owner uses a variety of different executing brokers, all of the Trust's
futures, forward and commodity options trades are cleared at UBS PaineWebber
Inc.


The Customer Agreement among the Clearing Broker, the Managing Owner and the
Trust provides that the Clearing Broker shall not be liable to the Trust except
for gross negligence, willful misconduct or bad faith and, in the case of trades
executed as well as cleared by the Clearing Broker, for errors in such
execution.

UBS PaineWebber's principal office is located at 800 Harbor Boulevard,
Weehawken, New Jersey 07086; telephone: (201) 352-3000. It is registered with
the CFTC as a futures commission merchant and is a member of the NFA in such
capacity. UBS PaineWebber is a wholly-owned indirect subsidiary of UBS AG
("UBS").

ALTHOUGH AGREEING TO ACT AS THE CLEARING BROKER FOR THE TRUST, UBS PAINEWEBBER
DOES NOT TAKE ANY PART IN ITS ONGOING MANAGEMENT AND WAS NOT INVOLVED IN ITS
ORGANIZATION.

The following is a summary description of UBS PaineWebber and of certain civil,
administrative or criminal proceedings relating to UBS PaineWebber.

All futures trades made on behalf of the Trust are carried by UBS PaineWebber.
UBS PaineWebber

                                      -31-
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will cause all futures trades made on behalf of the Trust and carried by UBS
PaineWebber to be cleared through its parent, UBS.

UBS PaineWebber did not sponsor the Trust and is not responsible for the
activities of Millburn Ridgefield. It acts only as one of the commodity brokers
and one of the selling agents.

Except as set forth below, neither UBS PaineWebber nor any of its principals
have been involved in any administrative, civil or criminal proceeding --
whether pending, on appeal or concluded -- within the past five years that is
material to a decision whether to invest in the Trust in light of all the
circumstances. Prior to March 5, 2001, UBS PaineWebber was known as PaineWebber
Inc. ("PaineWebber").

On April 6, 2000, the SEC brought and settled civil administrative charges
against ten brokerage firms, including PaineWebber, resolving its investigation
of the pricing of government securities by broker-dealers in municipal bond
advanced refunding transactions during the period 1990 through 1994. Consistent
with the SEC orders involving the other broker-dealers in the settlement, the
PaineWebber order contains findings that the firm violated Securities Act
Sections 17(A)(2) and 17(A)(3) by effecting defeasance escrow transactions with
municipalities at prices deemed not reasonably related to the current wholesale
market prices for the securities under the particular facts and circumstances.
PaineWebber neither admitted nor denied the findings in the order. Pursuant to
the terms of the order, PaineWebber is required to pay fines of approximately
$26 million. The SEC settlements are part of a global resolution involving 17
brokerage firms and the SEC, NASD Regulation, Inc., the United States attorney
for the Southern District of New York and the Internal Revenue Service. The
global resolution requires the firms to pay a total of more than $135 million.

IN THE MATTER OF CERTAIN MARKET MAKING ACTIVITIES ON NASDAQ was an SEC
administrative action instituted and settled without a hearing or an admission
of or denial of findings on January 11, 1999. The administrative action found
that on certain occasions in 1994 PaineWebber traders and a PaineWebber
registered representative engaged in certain improper trading activities in
connection with specified NASDAQ securities, failed to maintain certain required
books and records and failed reasonably to supervise in connection with the
above activities. PaineWebber agreed to pay a civil penalty of $6.3 million and
disgorgement of $381,685; to an administrative cease and desist order
prohibiting the firm from violating certain provisions of the federal securities
laws; and to submit certain of its policies and procedures relating to the
matters alleged in the order to review by an SEC-appointed consultant.
Twenty-seven other market makers and fifty-one traders at the firm settled
related SEC administrative actions at the same time.

On July 16, 1996, PaineWebber entered into a Stipulation and Order resolving a
civil complaint filed by the United States Department of Justice, alleging that
it and other NASDAQ market makers violated Section 1 of the Sherman Act in
connection with certain market making practices. In entering into the
Stipulation and Order, without admitting the allegations, the parties agreed
that the defendants would not engage in certain types of market making
activities and the defendants undertook specified steps to assure compliance
with their agreement. On April 24, 1997, the United States District Court for
the Southern District of New York approved the Stipulation and Order. The
District Court's approval was appealed by certain private parties in May 1997
and was affirmed in August 1998.

                              --------------------

Other than as may be set forth above, there have been no material
administrative, civil or criminal actions or proceedings -- whether pending, on
appeal or settled -- against the Clearing Broker or any of its principals.

CONFLICTS OF INTEREST

GENERAL

The Managing Owner has not established any formal procedures to resolve the
conflicts of interest described below. You should be aware that no such
procedures have been established, and that, consequently, you will be dependent
on the good faith of the respective parties subject to such conflicts to resolve
such conflicts equitably. Although the Managing Owner will attempt to monitor
and resolve these conflicts in good faith, it will be extremely difficult, if
not impossible, for it to assure that these conflicts will not, in fact, result
in losses for the Trust. Notwithstanding the conflict of interest, the Trust
will trade in parallel with all other Managing Owner Accounts traded pursuant to
the Managing Owner's Diversified Portfolio.

THE MANAGING OWNER

The responsibilities of the Managing Owner include acting as the managing owner
and trading advisor for the Trust and engaging commodity brokers and dealers to
execute trades on behalf of the Trust. The

                                      -32-
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Managing Owner has a conflict of interest in that it has a financial
disincentive to replace itself as either the trading advisor or the entity
receiving the Brokerage Fees from the Trust.

The Managing Owner receives the difference between (1) the amount paid out to
the Selling Agents plus the amount paid out for executing the Trust's trades and
(2) the Brokerage Fee the Managing Owner receives from the Trust. Thus, the
Managing Owner has a conflict of interest between trading in the manner which it
believes to be in the best interests of the Trust and trading in low volume or
in the forward markets so as to reduce the Trust's futures trading costs.

The Managing Owner directs the trading for clients other than the Trust. The
Managing Owner and its principals may have incentives (financial or otherwise)
to favor such other accounts over the Trust in such matters as, for example, the
allocation of available speculative position limits. Different accounts also pay
different fees, trade at different levels of leverage and will, from time to
time, compete for the same positions.

The Managing Owner has agreed to treat the Trust equitably with its other
accounts. However, the Managing Owner trades different portfolios for other
accounts and there can be no assurance whatsoever that such other portfolios
will not outperform the Trust. The Managing Owner will, however, trade the
Trust's account in parallel with all other accounts managed by the Managing
Owner pursuant to the Diversified Portfolio.

THE CLEARING BROKER

The Clearing Broker acts from time to time as commodity broker for other
accounts with which it is affiliated or in which it or one of its respective
affiliates has a financial interest. In addition, various accounts traded
through the Clearing Broker (and over which its personnel may have discretionary
trading authority) may take positions in the futures markets opposite to those
of the Trust or compete with the Trust for the same positions. The Clearing
Broker may have a conflict of interest in its execution of trades for the Trust
and for other of its customers. The Managing Owner has, however, no reason to
believe that the Clearing Broker would knowingly or deliberately favor any other
customer over the Trust with respect to the execution of commodity trades.

The Clearing Broker will assess the Trust brokerage commissions and forward
contract "bid-ask" spreads. These commission rates and forward contract pricing
arrangements for the Trust may not have been negotiated at arm's length.

Certain officers or employees of the Clearing Broker are, and may in the future
be, members of United States commodities exchanges and are serving, and may in
the future serve, on the governing bodies and standing committees of such
exchanges and of their clearinghouses and of various industry organizations. In
such capacities, these employees have a fiduciary duty to the exchanges and
their clearinghouses which could compel such employees to act in the best
interests of these entities, perhaps to the detriment of the Trust.

THE SELLING AGENTS

The Selling Agents receive substantial selling commissions on the sale of Units.
Consequently, the Selling Agents have a conflict of interest in advising their
clients whether to invest in the Units.

The Selling Agents receive ongoing compensation or installment selling
commissions based on Units sold by them which remain outstanding longer than
twelve months. Consequently, the Selling Agents have a disincentive to advise
clients to redeem their Units even when doing so is in such clients' best
interests.

The total dollar amount of brokerage commissions paid by the Trust is dependent
upon the size of the Trust's capitalization. Consequently, UBS PaineWebber Inc.
has a financial incentive to discourage its clients from redeeming Units.

PROPRIETARY TRADING AND TRADING FOR OTHER ACCOUNTS

The Managing Owner, the Clearing Broker and their respective principals and
affiliates may trade in the futures and forward markets for their own accounts
and for the accounts of their clients. In doing so, they may take positions
opposite to those held by the Trust or may compete with the Trust for positions
in the marketplace. Records of this trading are not available for inspection.
Such trading may create conflicts of interest on behalf of one or more of such
persons in respect of their obligations to the Trust.

Because the Managing Owner, the Clearing Broker and their respective principals
and affiliates may trade for their own accounts at the same time that they are
managing the Trust's account, you should be aware that, as a result of a neutral
allocation system, testing a new trading system, trading their proprietary
accounts more aggressively or other actions not constituting a violation of
fiduciary duty, such persons may from time to time take positions in their

                                      -33-
<Page>

proprietary accounts which are opposite, or ahead of, the positions taken for
the Trust.

FIDUCIARY DUTY AND REMEDIES

In evaluating the foregoing conflicts of interest, a prospective investor should
be aware that the Managing Owner has a responsibility to Unitholders to exercise
good faith and fairness in all dealings affecting the Trust. The fiduciary
responsibility of the Managing Owner is comparable to that of a general partner
of a limited partnership.

If you believe that the Managing Owner has violated its fiduciary duty to the
Unitholders, you may seek legal relief individually or on behalf of the Trust
under applicable laws to recover damages from or require an accounting by the
Managing Owner. The Declaration of Trust and Trust Agreement ("Declaration of
Trust") is governed by Delaware law and any breach of the Managing Owner's
fiduciary duty under the Declaration of Trust and Trust Agreement will generally
be governed by Delaware law. The Declaration of Trust does not limit fiduciary
obligations under Delaware or common law. The Managing Owner may, however,
assert as a defense to claims of breach of fiduciary duty that the conflicts of
interest and fees payable to the Managing Owner have been disclosed to you in
the Prospectus.

THE TRUST AND THE TRUSTEE


The following summary briefly describes certain aspects of the operation of the
Trust. You should carefully review the Declaration of Trust attached hereto as
Exhibit A and consult with your own advisors concerning the implications to you
of investing in a Delaware statutory trust.


PRINCIPAL OFFICE; LOCATION OF RECORDS


The Trust is organized under the Delaware Statutory Trust Act (formerly, the
Delaware Business Trust Act). The Trust is administered by the Managing Owner,
whose office is located at 411 West Putnam Avenue, Greenwich, Connecticut 06830
(telephone: (203) 625-7554). The records of the Trust, including a list of the
Unitholders and their addresses, is located at the foregoing address, and
available for inspection and copying by Unitholders as provided in the
Declaration of Trust. Certain administrative and transfer agent services are
provided at the Managing Owner's Chicago area office, 1560 Sherman Avenue, Suite
810, Evanston, Illinois 60201.


CERTAIN ASPECTS OF THE TRUST


The Trust is the functional equivalent of a limited partnership. No special
custody arrangements are applicable to the Trust that would not be applicable to
a limited partnership. You should not anticipate any legal or practical
protections under the Delaware Statutory Trust Act greater than those available
to limited partners of a limited partnership.


To the greatest extent permissible under Delaware law, the Trustee acts in a
passive role, delegating all authority over the operation of the Trust to the
Managing Owner. The Managing Owner is the functional equivalent of a sole
general partner in a limited partnership.

The Declaration of Trust gives Unitholders voting rights comparable to those
typically extended to limited partners in publicly-offered futures funds.

THE TRUSTEE

Wilmington Trust Company, a Delaware banking corporation, is the sole Trustee of
the Trust. The Trustee's principal offices are located at Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-0001. The Trustee is not
affiliated with either the Managing Owner or the Selling Agents.


The Trustee will accept service of legal process on the Trust in the State of
Delaware and will make certain filings under the Delaware Statutory Trust Act.
The Trustee does not owe any other duties to the Trust, the Managing Owner or
the Unitholders. The Declaration of Trust provides that the Trustee is
compensated by the Trust. The Managing Owner has the discretion to replace the
Trustee.


Under the Declaration of Trust, the Trustee has delegated to the Managing Owner
the exclusive management and control of all aspects of the business of the
Trust. The Trustee has no duty or liability to supervise or monitor the
performance of the Managing Owner, nor shall the Trustee have any liability for
the acts or omissions of the Managing Owner. In the course of its management,
the Managing Owner may, in its sole and absolute discretion, appoint an
affiliate or affiliates of the Managing Owner as additional managing owners and
retain such persons, including affiliates of the Managing Owner, as it deems
necessary for the efficient operation of the Trust.

The Trustee is not registered in any capacity with the CFTC.

                                      -34-
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MANAGEMENT OF TRUST AFFAIRS; VOTING BY UNITHOLDERS

You will not take any part in the management or control and will have no voice
in the operations of the Trust or its business. Unitholders may, however, remove
and replace the Managing Owner as managing owner of the Trust, and may amend the
Declaration of Trust, except in certain limited respects, by the affirmative
vote of a majority of the outstanding Units then owned by Unitholders. The
owners of a majority of the outstanding Units then owned by Unitholders may also
compel dissolution of the Trust. Although the Trust will not hold any regular,
or annual, meetings of the Unitholders, upon receipt of a written proposal
signed by the owners of at least 10% of the outstanding Units that a meeting be
called, the Managing Owner will call a meeting of the Trust. The details of this
procedure are set forth in Section 18 of the Declaration of Trust attached to
this Prospectus. The Managing Owner has no power under the Declaration of Trust
to restrict any of the Unitholders' voting rights.

The Managing Owner has the right to amend the Declaration of Trust without the
consent of the Unitholders provided that any such amendment is for the benefit
of and not adverse to the Unitholders or the Trustee.

In the event that the Managing Owner or the Unitholders vote to amend the
Declaration of Trust in any material respect, the amendment will not become
effective before all Unitholders have had an opportunity to redeem their Units.

RECOGNITION OF THE TRUST IN CERTAIN STATES

A number of states do not have "business trust" statutes such as that under
which the Trust has been formed in the State of Delaware. In order to protect
Unitholders against any possible loss of limited liability, the Declaration of
Trust provides that no written obligation may be undertaken by the Trust unless
such obligation is explicitly limited so as not to be enforceable against any
Unitholder personally.

POSSIBLE REPAYMENT OF DISTRIBUTIONS RECEIVED BY UNITHOLDERS; INDEMNIFICATION OF
THE TRUST BY UNITHOLDERS

The Units are limited liability investments; you may not lose more than the
amount you invest plus any profits recognized on your investment. However, you
could be required, as a matter of bankruptcy law, to return to the Trust's
estate any distribution which you received at a time when the Trust was in fact
insolvent or in violation of the Declaration of Trust. In addition, although the
Managing Owner is not aware of this provision ever having been invoked in the
case of any public futures fund, Unitholders agree in the Declaration of Trust
that they will indemnify the Trust for any harm suffered by it as a result of
(1) Unitholders' actions unrelated to the business of the Trust, (2) transfers
of their Units in violation of the Declaration of Trust or (3) taxes imposed on
the Trust by the states or municipalities in which such investors reside.

INDEMNIFICATION AND STANDARD OF LIABILITY

The Managing Owner and certain of its affiliates, officers, directors and
controlling persons may not be liable to the Trust or any Unitholder for errors
in judgment or other acts or omissions not amounting to misconduct or
negligence, as a consequence of the indemnification and exculpatory provisions
described in the following paragraph. You may, therefore, have more limited
rights of action than you would absent such provisions.

The Managing Owner and its affiliates shall not have any liability to the Trust
or to any Unitholder for any loss suffered by the Trust which arises out of any
action or inaction of the Managing Owner or any such affiliate if the Managing
Owner or its affiliates, in good faith, determined that such course of conduct
was in the best interests of the Trust, and such course of conduct did not
constitute negligence or misconduct.

The Trust has agreed to indemnify the Managing Owner and its affiliates,
officers, directors and controlling persons against claims, losses or
liabilities based on their conduct relating to the Trust, provided that the
conduct resulting in the claims, losses or liabilities for which indemnity is
sought did not constitute negligence, misconduct or breach any fiduciary
obligation to the Trust and was done in good faith and in a manner the Managing
Owner, in good faith, determined to be in the best interests of the Trust.

The Declaration of Trust provides that the Managing Owner, its affiliates and
the Selling Agents shall not be indemnified for any losses, liabilities or
expenses arising from or out of an alleged violation of federal or state
securities laws unless (1) there has been a successful adjudication on the
merits of each count involving alleged securities law violations as to the
particular indemnitee and the court approves indemnification of the litigation
costs, or (2) such claims have been dismissed with prejudice on the merits by a
court of competent jurisdiction as to the particular indemnitee and the court
approves indemnification of the litigation costs, or (3) a court of competent
jurisdiction approves a settlement of the claims against a particular indemnitee
and finds that indemnification of the settlement and related costs

                                      -35-
<Page>

should be made. It is the opinion of the Securities and Exchange Commission and
certain States that indemnification for violation of the securities laws is
against public policy and unenforceable.

TRANSFERS OF UNITS RESTRICTED

Subject to compliance with applicable securities laws, you may assign your Units
upon notice to the Trust and the Managing Owner. No assignment will be effective
in respect of the Trust or the Managing Owner until the first day of the month
following the month in which such notice is received. An assignee may become a
substituted Unitholder only with the consent of the Managing Owner and upon
execution and delivery of an instrument of transfer in form and substance
satisfactory to the Managing Owner.

There are no certificates for the Units. Transfers of Units are reflected on the
books and records of the Trust. Transferors and transferees of Units will each
receive notification from the Managing Owner to the effect that such transfers
have been duly reflected as notified to the Managing Owner.

REPORTS TO UNITHOLDERS


The Managing Owner will provide you with monthly reports in compliance with CFTC
requirements. The Managing Owner also distributes, not later than March 15 of
each year, audited financial statements and the tax information related to the
Trust necessary for the preparation of your annual federal income tax returns.


The Managing Owner will notify all Unitholders within seven business days of any
decline in the Net Asset Value per Unit to less than 50% of such Net Asset Value
as of the previous month-end valuation date. In addition, the Managing Owner
will notify all Unitholders of any change in the fees paid by the Trust or of
any material changes in the basic investment policies or structure of the Trust.
Any such notifications shall include a description of your voting rights.

FEDERAL INCOME TAX ASPECTS

THE FOLLOWING CONSTITUTES THE OPINION OF SIDLEY AUSTIN BROWN & WOOD AND
SUMMARIZES THE MATERIAL FEDERAL INCOME TAX CONSEQUENCES TO INDIVIDUAL INVESTORS
IN THE TRUST. SIDLEY AUSTIN BROWN & WOOD'S OPINION IS FILED AS AN EXHIBIT TO THE
REGISTRATION STATEMENT RELATED TO THE UNITS OFFERED BY THIS PROSPECTUS.

THE TRUST'S PARTNERSHIP TAX STATUS

The Trust will be treated as a partnership and, based on the type of income
expected to be earned by the Trust, it will not be treated as a "publicly traded
partnership." Accordingly, the Trust will not pay any federal income tax.

TAXATION OF UNITHOLDERS ON PROFITS AND LOSSES OF THE TRUST

Each Unitholder (other than Foreign Unitholders, discussed below, and tax-exempt
investors) must pay tax on his share of the Trust's annual income and gains, if
any, even if the Trust does not make any cash distributions.

The Trust generally allocates the Trust's gains and losses equally to each Unit.
However, a Unitholder who redeems any Units will be allocated his share of the
Trust's gains and losses in order that the amount of cash a Unitholder receives
for a redeemed Unit will generally equal the Unitholder's adjusted tax basis in
the redeemed Unit. A Unitholder's adjusted tax basis in a redeemed Unit
generally equals the amount paid for the Unit, increased by income or gains
allocated to the Unit and decreased (but not below zero) by distributions,
deductions and losses allocated to the Unit.

TRUST LOSSES BY UNITHOLDERS

A Unitholder may deduct Trust losses only to the extent of his adjusted tax
basis in his Units. However, a Unitholder subject to "at-risk" limitations
(generally, non-corporate taxpayers and closely-held corporations) can only
deduct losses to the extent the Unitholder is "at-risk." The "at-risk" amount is
similar to adjusted tax basis, except that it does not include any amount
borrowed on a nonrecourse basis or from someone with an interest in the Trust.

"PASSIVE-ACTIVITY LOSS RULES" AND THEIR EFFECT ON THE TREATMENT OF INCOME AND
LOSS

The trading activities of the Trust are not a "passive activity." Accordingly, a
Unitholder can deduct Trust losses from taxable income (subject to certain
limitations, such as the limitation on deductibility of capital losses,
discussed below). However, a Unitholder cannot offset losses from "passive
activities" against Trust gains.

CASH DISTRIBUTIONS AND UNIT REDEMPTIONS

A Unitholder who receives cash from the Trust, either through a distribution or
a partial redemption, will not pay tax on that cash until his adjusted tax basis
in the Units is reduced to zero. A Unitholder

                                      -36-
<Page>

who receives cash upon the complete redemption of Units will recognize gain or
loss for federal income tax purposes. Such gain or loss will generally equal the
difference between the amount of cash received and the Unitholder's adjusted tax
basis for his Units.

GAIN OR LOSS ON SECTION 1256 CONTRACTS AND NON-SECTION 1256 CONTRACTS

Section 1256 Contracts include certain futures and forward contracts as well as
certain stock index option contracts traded on United States exchanges. For tax
purposes, Section 1256 Contracts that remain open at year-end are
marked-to-market and treated as if the position were closed at year-end. The
gain or loss on Section 1256 Contracts is characterized as 60% long-term capital
gain or loss and 40% short-term capital gain or loss, regardless of how long the
position was open.

Non-Section 1256 Contracts include Section 988 transactions, i.e., transactions
in which the amount paid or received is denominated by reference to a foreign
currency. In general, gain or loss on Section 988 transactions is characterized
as ordinary income or loss. However, the Trust plans to make an election to
treat gain or loss on Non-Section 1256 Contracts, such as foreign futures
contracts, certain foreign currency forward contracts and non-equity options on
foreign currencies, as capital gain or loss.

TAX ON CAPITAL GAINS AND LOSSES

A non-corporate Unitholder's long-term capital gains -- net gain on capital
assets held more than one year and 60% of the gain on Section 1256 Contracts --
are taxed at a maximum rate of 20%. Short-term capital gains -- net gain on
capital assets held one year or less and 40% of the gain on Section 1256
Contracts -- are subject to tax at the same rates as ordinary income.

Individual taxpayers can deduct capital losses only to the extent of their
capital gains plus $3,000. Accordingly, the Trust could suffer significant
losses and a Unitholder could still be required to pay taxes on his share of the
Trust's interest income. Capital losses generally may not be carried back to
offset capital gains in prior years, but can be carried forward indefinitely.

An individual taxpayer can carry back net capital losses on Section 1256
Contracts three years to offset earlier gains on Section 1256 Contracts. To the
extent the taxpayer cannot offset past Section 1256 Contract gains, he can carry
forward such losses indefinitely as losses on Section 1256 Contracts.

LIMITED DEDUCTION FOR CERTAIN EXPENSES

Individual taxpayers are subject to material limitations on their ability to
deduct investment advisory expenses and other expenses of producing income.
Sidley Austin Brown & Wood has advised the Managing Owner that the amount, if
any, of the Trust's expenses which might be subject to this limitation should be
DE MINIMIS. Based on such advice, the Managing Owner treats these items as
ordinary business deductions, or income allocations not subject to the material
deductibility limitations that apply to investment advisory expenses. However,
the IRS could take a different position. The IRS could contend that the
Brokerage Fee, the Profit Share or the ordinary expenses of the Trust should be
recharacterized as investment advisory expenses or, alternatively, capitalized.
If these items were treated as investment advisory expenses or were capitalized,
individual taxpayers would have additional tax liability, and if recharacterized
as investment advisory fees, would be subject to limited deductibility. See also
"-- Syndication Expenses," below.

INTEREST INCOME

Interest received by the Trust is taxed as ordinary income. Net capital losses
can offset ordinary income only to the extent of $3,000 per year. See "-- Tax on
Capital Gains and Losses," above.

SYNDICATION EXPENSES

Neither the Trust nor any Unitholder is entitled to any deduction for
syndication expenses (i.e., expenses incurred in issuing and marketing the
Trust), nor can these expenses be amortized by the Trust or any Unitholder even
though the payment of such expenses reduces Net Asset Value.

The Managing Owner has paid or will pay all organization and offering costs from
its own funds. However, the IRS could take the position that a portion of the
Brokerage Fee paid by the Trust to the Managing Owner constitutes non-deductible
syndication expenses.

INVESTMENT INTEREST DEDUCTIBILITY LIMITATIONS

Individual taxpayers can deduct "investment interest" -- interest on
indebtedness allocable to property held for investment -- only to the extent
that it does not exceed net investment income. Net investment income does not
include certain net capital gains. A taxpayer can elect to include certain net
capital gain in investment income if he forgoes the benefit of the reduced
capital gains rate.

                                      -37-
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IRS AUDITS OF THE TRUST AND ITS UNITHOLDERS

The IRS audits Trust-related items at the Trust level rather than at the
Unitholder level. The Managing Owner acts as "tax matters partner" with the
authority to determine the Trust's responses to an audit. If an audit results in
an adjustment, all Unitholders may be required to pay additional taxes,
interest, and penalties.


DISCLOSURE OF REPORTABLE TRANSACTIONS

The IRS has recently issued temporary regulations (the "Regulations") that may
require certain taxpayers, including partnerships and their partners, to
disclose their direct or indirect participation in certain reportable
transactions, including "loss transactions." Loss transactions are broadly
defined to include any transaction resulting in (or reasonably expected to
result in) gross losses (including losses arising from the sale or other
disposition of securities and losses arising from Section 988 transactions) in
excess of certain thresholds. The Regulations will generally only apply to
transactions entered into on or after January 1, 2003.


TAXATION OF FOREIGN INVESTORS

A Unitholder who is a non-resident alien individual, foreign corporation,
foreign partnership, foreign trust or foreign estate (a "Foreign Unitholder")
generally is not subject to taxation by the United States on capital gains from
commodity trading, provided that such Foreign Unitholder (in the case of an
individual) does not spend more than 182 days in the United States during his
taxable year, and provided further, that such Foreign Unitholder is not engaged
in a trade or business within the United States during a taxable year to which
income, gain, or loss of the Trust is treated as "effectively connected." An
investment in the Trust should not, by itself, cause a Foreign Unitholder to be
engaged in a trade or business within the United States for the foregoing
purposes, assuming that the trading activities of the Trust continue to be
conducted as described in this Prospectus. In the event that the Trust were
found to be engaged in a United States trade or business, a Foreign Unitholder
would be required to file a United States federal income tax return for such
year and pay tax at full United States rates. In the case of a Foreign
Unitholder which is a foreign corporation, an additional 30% "branch profits"
tax might be imposed. Furthermore, in such event the Trust would be required to
withhold taxes from the income or gain allocable to such a Unitholder under
Section 1446 of the Internal Revenue Code of 1986, as amended (the "Code").

Portfolio interest income (other than so-called "contingent interest") allocable
to a Foreign Unitholder is likewise not subject to United States federal income
tax withholding, provided that such Foreign Unitholder is not engaged in a trade
or business within the United States and provides the Trust with a Form W-8BEN
or other applicable form. Similarly, a Foreign Unitholder's allocable share of
interest on U.S. bank deposits, certificates of deposit and discount obligations
with maturities (from original issue) of 183 days or less is not subject to
United States federal income tax withholding. Generally, other interest from
United States sources (including original issue discount) paid to the Trust and
allocable to Foreign Unitholders will be subject to United States federal income
tax withholding at a statutory rate of 30% (subject to applicable treaty
reductions).

TAX-EXEMPT U.S. UNITHOLDERS

Tax-exempt U.S. Unitholders will not be required to pay tax on their share of
income or gains of the Trust, so long as such Unitholder does not use borrowed
funds in connection with its purchase of Units.

STATE AND OTHER TAXES

In addition to the federal income tax consequences described above, the Trust
and the Unitholders may be subject to various state and other taxes.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS BEFORE DECIDING
WHETHER TO INVEST.

PURCHASES BY EMPLOYEE BENEFIT PLANS

Although there can be no assurance that an investment in the Trust, or any other
managed futures product, will achieve the investment objectives of an employee
benefit plan, such investments have certain features which may be of interest to
such plans. For example, the futures markets are one of the few investment
fields in which employee benefit plans can participate in leveraged strategies
without being required to pay tax on "unrelated business taxable income." In
addition, because they are not taxpaying entities, employee benefit plans are
not subject to paying annual tax on their profits, if any, from the Trust
despite receiving no distributions from it, as are other Unitholders.

GENERAL

The following section sets forth certain consequences under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code,

                                      -38-
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which a fiduciary of an "employee benefit plan" as defined in and subject to
ERISA or of a "plan" as defined in Section 4975 of the Code who has investment
discretion should consider before deciding to invest any of such plan's assets
in the Trust (such "employee benefit plans" and "plans" being referred to herein
as "Plans," and such fiduciaries with investment discretion being referred to
herein as "Plan Fiduciaries"). The following summary is not intended to be
complete, but only to address certain questions under ERISA and the Code which
are likely to be raised by the Plan Fiduciary's own counsel.

In general, the terms "employee benefit plan" as defined in ERISA and "plan" as
defined in Section 4975 of the Code together refer to any plan or account of
various types which provide retirement benefits or welfare benefits to an
individual or to an employer's employees and their beneficiaries. Such plans and
accounts include, but are not limited to, corporate pension and profit sharing
plans, "simplified employee pension plans," KEOGH plans for self-employed
individuals (including partners), individual retirement accounts described in
Section 408 of the Code and medical benefit plans, but generally do not include
any such plan maintained by a church or by a state or local government.

Each Plan Fiduciary must give appropriate consideration to the facts and
circumstances that are relevant to an investment in the Trust, including the
role that an investment in the Trust plays in the Plan's overall investment
portfolio. Each Plan Fiduciary, before deciding to invest in the Trust, must be
satisfied that investment in the Trust is a prudent investment for the Plan,
that the investments of the Plan, including the investment in the Trust, are
diversified so as to minimize the risk of large losses and that an investment in
the Trust complies with the terms of the Plan and the related trust.

"PLAN ASSETS"

The purchase of Units by a Plan raises the issue of whether that purchase will
cause, for purposes of Title I of ERISA and subject to Section 4975 of the Code,
the underlying assets of the Trust to be considered to constitute assets of such
Plan. A regulation issued under ERISA (the "ERISA Regulation") contains rules
for determining when an investment by a Plan in an equity interest of an entity
will result in the underlying assets of such entity being considered assets of
such Plan for purposes of ERISA and Section 4975 of the Code (i.e., "plan
assets"). Those rules provide that assets of an entity will not be considered
assets of a Plan which purchases an equity interest in the entity if certain
exceptions apply, including an exception applicable if the equity interest
purchased is a "publicly-offered security." The Units are expected to qualify as
a "publicly-offered security" pursuant to the foregoing rules. However, if the
Managing Owner believes that the forgoing exception may not apply, the Managing
Owner will limit the percentage of plan assets in the Trust, in accordance with
rules under ERISA, so that the Trust will qualify for another available
exception. The Managing Owner may reject subscriptions of plan asset investors,
in whole or in part, so the Trust will so qualify.

INELIGIBLE PURCHASERS

Units may not be purchased with the assets of a Plan if the Managing Owner, the
Trustee, any Selling Agent, any Clearing Broker, or any of their respective
affiliates or any of their respective agents or employees: (1) has investment
discretion with respect to the investment of the assets of such Plan to be
invested in the Units; (2) has authority or responsibility to give or regularly
gives investment advice with respect to such Plan assets, for a fee, and
pursuant to an agreement or understanding that such advice will serve as a
primary basis for investment decisions with respect to such Plan assets and that
such advice will be based on the particular investment needs of the Plan; or (3)
is an employer maintaining or contributing to such Plan, except as is otherwise
permissible under ERISA and Section 4975 of the Code. A party that is described
in clause (1) or (2) of the preceding sentence is a fiduciary under ERISA and
the Code with respect to the Plan, and any such purchase might result in a
"prohibited transaction" under ERISA and the Code.

Except as otherwise set forth, the foregoing statements regarding the
consequences under ERISA and the Code of an investment in the Trust are based on
the provisions of the Code and ERISA as currently in effect, and the existing
administrative and judicial interpretations thereunder. No assurance can be
given that administrative, judicial or legislative changes will not occur that
will not make the foregoing statements incorrect or incomplete.

ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF PLANS IS IN NO RESPECT A REPRESENTATION
BY THE TRUST, THE MANAGING OWNER, ANY SELLING AGENT OR ANY OTHER PARTY RELATED
TO THE TRUST THAT THIS INVESTMENT MEETS SOME OR ALL OF THE RELEVANT LEGAL
REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN OR THAT THIS
INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR PLAN. THE PERSON WITH INVESTMENT
DISCRETION SHOULD CONSULT WITH HIS OR HER FINANCIAL AND LEGAL ADVISORS AS TO THE
PROPRIETY OF AN INVESTMENT IN THE TRUST IN LIGHT OF THE CIRCUMSTANCES OF THE
PARTICULAR PLAN AND CURRENT TAX LAW.

                                      -39-
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PLAN OF DISTRIBUTION

SUBSCRIPTION PROCEDURE


The Units are offered on a "best efforts" basis without any firm underwriting
commitment through Selling Agents including, but not limited to, UBS PaineWebber
Inc. You may purchase Units at Net Asset Value as of the first business day of
each calendar month. The Managing Owner may from time to time cause the Trust to
issue Units at intra-month closings. The minimum initial investment is $5,000;
$2,000 for trustees or custodians of eligible employee benefit plans and
individual retirement accounts. Larger subscriptions are permitted in $100
increments. Additional subscriptions by existing Unitholders are permitted in
$1,000 minimums with $100 increments. Units are sold in fractions calculated up
to three decimal places.


In order to purchase Units, you must complete, sign and deliver to a Selling
Agent an original of the Subscription Agreement and Power of Attorney Signature
Page which accompanies this Prospectus, together with a check for the amount of
your subscription. Checks should be made payable to "GLOBAL MACRO TRUST."
Subscription proceeds will be deposited in a money market account in the Trust's
name at FBR National Bank & Trust, Bethesda, Maryland, pending investment in the
Trust's trading accounts.

Clients of certain Selling Agents may make subscription payments by authorizing
the Selling Agents to debit their customer securities account for the amount of
the subscription. When a subscriber authorizes such a debit, the subscriber will
be required to have the amount of his or her subscription payment on deposit in
his or her account on a settlement date specified by such Selling Agent. The
Selling Agent will debit the account and transmit the debited funds directly to
the Trust's bank account via check or wire transfer made payable to "GLOBAL
MACRO TRUST." The settlement date specified by such Selling Agents shall be no
later than three business days following notification by the Managing Owner of
the acceptance of an investor's subscription and no later than the termination
of the Initial Offering Period or subsequent monthly offering period.

Investors in Millburn World Resource Trust or Millburn Global Opportunity Fund
L.P. may exchange their World Resource Trust or Global Opportunity Fund units
for Units of the Trust by redeeming their World Resource Trust or Global
Opportunity Fund units and applying the redemption proceeds to the purchase of
Units of the Trust. Redemption charges, if applicable, will be waived with
respect to the World Resource Trust or Global Opportunity Fund units redeemed
provided that the redemption proceeds are applied to the purchase of Units of
the Trust. For determining any redemption charges applicable to Trust Units
purchased in an exchange for World Resource Trust or Global Opportunity Fund
units, the Managing Owner will deem such Trust Units to have been purchased on
the date the World Resource Trust or Global Opportunity Fund units were
purchased. Selling Agents will not receive any initial selling commissions for
the Units acquired in exchange for World Resource Trust or Global Opportunity
Fund units. However, Selling Agents receiving ongoing compensation or
installment selling commissions in respect of World Resource Trust or Global
Opportunity Fund units will continue to receive the compensation or commissions
with respect to the Trust Units acquired (subject to the limitations of National
Association of Securities Dealers, Inc. ("NASD") Rule 2810(b)(4)(B)(i)
pertaining to maximum allowable selling commissions). Redemptions from the World
Resource Trust or Global Opportunity Fund will be effected according to the
terms of that fund and purchases of the Trust's Units will be in accordance with
the terms of this Prospectus and the Trust's Declaration of Trust. However,
investors purchasing Trust Units with the redemption proceeds from all their
World Resource Trust or Global Opportunity Fund units may do so for less than
the $5,000/$2,000 minimum, except in certain states.

The Managing Owner will determine, in its sole discretion, whether to accept or
reject a subscription in whole or in part. The Managing Owner will make its
determination within five (5) business days of the submission of a subscription
to the Managing Owner, except with respect to plan asset investors, including
IRAs, in which case the Managing Owner will make its determination no later than
five (5) business days before the end of a month (other than for subscriptions
submitted after that date). Settlement of the subscription payments on accepted
subscriptions occurs within three (3) business days of acceptance of the related
subscription.

The Managing Owner will make every reasonable effort to determine the
suitability of prospective Unitholders in the Trust through information received
on the Subscription Agreement. Generally, the Managing Owner must receive
subscription documents at least five (5) calendar days before the end of a month
for them to be accepted as of the first day of the immediately following month.

The Trust will receive any interest earned on subscriptions held in its bank
account pending investment in the Trust's trading account.

                                      -40-
<Page>

There are no fees applicable to subscriptions held pending investment in the
Trust's trading account.

Subscriptions, if rejected, will be returned to investors, together with any
interest accrued thereon, promptly following the end of the month in which the
subscription was rejected or sooner if practicable. Subscriptions are final and
binding on a subscriber as of the close of business on the fifth business day
following such subscriber's receipt of a final Prospectus.

THE SELLING AGENTS

Neither the Trust nor the Unitholders pay selling commissions in connection with
the sale of the Units. The Managing Owner pays the Selling Agents, from its own
funds, selling commissions equal to 4% of Net Asset Value of all Units sold by
each Selling Agent. In addition to selling commissions, the Managing Owner will
also pay ongoing compensation to the Selling Agents which are registered with
the CFTC as "futures commission merchants" or "introducing brokers" in the
amount of 0.33 of 1% (a 4% annual rate) of the month-end Net Assets of all Units
sold by them which remain outstanding more than twelve months after such Units
were first issued (not the date that the related subscription was received or
accepted by the Trust). Such ongoing compensation may only be paid on Units sold
by Registered Representatives who are (1) registered with the CFTC, (2) have
passed either the Series 3 or the Series 31 Examination, and (3) agree to
provide certain ongoing services to their clients who own outstanding Units,
including the following:

(i)   inquiring of the Managing Owner from time to time, at the request of the
      Unitholder, as to the Net Asset Value per Unit;

(ii)  inquiring of the Managing Owner from time to time, at the request of the
      Unitholder, as to the commodities markets and the Trust;

(iii) assisting, at the request of the Managing Owner, in the redemption of
      Units; and

(iv)  providing other services to Unitholders as reasonably requested by the
      Managing Owner.

If a Selling Agent or a Selling Agent's Registered Representative is not
registered with the CFTC, or if a Registered Representative does not agree to
provide ongoing services to his or her clients who own outstanding Units, the
Managing Owner will not pay ongoing compensation to the Selling Agent. However,
the Managing Owner will pay the Selling Agent installment selling commissions,
payable in the same manner as ongoing compensation, limited in amount such that
the total initial and installment selling commissions equal 9.5% of such
subscription price.

The Managing Owner pays reduced selling commissions of 3.5%, 3% and 2% of the
subscription amount and ongoing compensation at a 3.5%, 3%, and 2% annual rate
in respect of Units purchased by investors investing $100,000, $500,000 or
$1,000,000 or more, respectively, in the Trust.


The Managing Owner pays an initial administrative fee, but no selling
commissions, equal to 0.35% of the Net Asset Value of Units sold through, and
participating in, asset-based or fixed-fee investment programs. In respect of
such Units that remain outstanding more than twelve months after such Units were
first issued, the Managing Owner pays an administrative fee, but no installment
selling commissions or ongoing compensation, based on the month-end Net Asset
Value of such Units at a 0.35% annual rate. Investors paying reduced or no
selling commissions will pay Brokerage Fees reduced to reflect the reduced or
absence of selling commissions. See "Charges--Brokerage Fee Differentials" at
page 29.

The Managing Owner may engage one or more registered broker-dealers to solicit
other broker-dealers to become Selling Agents and to assist those Selling Agents
with the offering and sale of the Units, that is, to act as wholesalers. As
compensation for its services, any such wholesaler will receive a portion of the
selling commissions and ongoing compensation that would otherwise be paid to the
Selling Agents. Such wholesalers must, however, meet the same eligibility
requirements applicable to Selling Agents in order to receive ongoing
compensation.

The Managing Owner may also engage one or more registered broker-dealers to
assist Selling Agents with the offer and sale of the Units.  The Managing
Owner, not the Trust, will compensate such broker-dealers from its own funds
subject to the limitations of NASD Rule 2810(b)(4)(B)(i) pertaining to
maximum allowable selling commissions.

In addition to distributing Units through the Selling Agents, the Trust may from
time to time sell Units directly, without selling commissions or ongoing
compensation. Units sold directly by the Trust will pay Brokerage Fees of 3.65%,
reflecting the fact that no sales commissions or administrative fees were paid
in connection with the sale. Direct Unit sales by the Trust will be effected on
behalf of the Trust solely by principals of the Managing Owner and have no
effect on any other Units.

The Selling Agents will determine the suitability of prospective Unitholders in
the Trust, pursuant to Rule 2810 of the NASD, based upon information contained
in the Subscription Agreement and documents furnished to the Selling Agents by
their customers in opening accounts.

                                      -41-
<Page>

              SELLING AGENT COMPENSATION

Recipient        Nature and Amount of Compensation
---------        ---------------------------------

Selling Agents   Selling commissions of up to
                 4% of the Net Asset Value of Units
                 sold--paid by the Managing Owner.


                 Administrative Fee, but no selling
                 commissions, of 0.35% of the Net Asset
                 Value of Units sold through and
                 participating in asset-based or fixed-fee
                 investment programs--paid by the Managing
                 Owner.


                 If CFTC qualified, ongoing compensation of
                 up to 0.33 of 1% or Administrative Fees of
                 0.0291% of the month-end Net Assets of all
                 Units sold which remain outstanding more
                 than twelve months (a 4% or 0.35% annual
                 rate, respectively)--paid by the Managing
                 Owner.

                 If not CFTC qualified, installment selling
                 commissions of up to 0.33 of 1% or
                 Administrative Fees of 0.0291% of the
                 month-end Net Assets of all Units sold
                 which remain outstanding more than twelve
                 months, provided installment selling
                 commissions plus initial selling
                 commissions or total Administrative Fees
                 shall not exceed 9.5% of a Unit's initial
                 subscription price.


Wholesalers      A portion of the selling
                 commission that would otherwise be paid to
                 the Selling Agents solicited by the
                 wholesalers--paid by the Managing Owner.

                 If CFTC qualified, a portion of the ongoing
                 compensation that would otherwise be paid
                 to the Selling Agents solicited by the
                 wholesalers--paid by the Managing Owner.

                 If not CFTC qualified, a portion of the
                 ongoing compensation or installment selling
                 commissions that would otherwise be payable
                 to the Selling Agents solicited by the
                 wholesalers. However, such compensation
                 shall not, when aggregated with the
                 selling commission, ongoing compensation or
                 installment selling commissions paid to the
                 Selling Agents solicited by the wholesalers,
                 exceed 9.5% of the subscription price of
                 the Units sold by the Selling Agents.

                 The Managing Owner, and not the Trust,
                 shall compensate wholesalers in connection
                 with wholesaler solicited Selling Agents
                 that sell Units through asset-based or
                 fixed-fee investment programs. If not CFTC
                 qualified, such compensation, when
                 aggregated with the Administrative Fees
                 paid to the Selling Agents, shall not
                 exceed 9.5% of the subscription price of
                 the Units sold by the Selling Agents.

Under no circumstances will the maximum compensation paid to the Selling
Agents, broker-dealers assisting selling-agents and wholesalers, including
initial selling commissions, Administrative Fees paid in connection with
Units purchased through fee-based investment programs, expense
reimbursements, and installment selling commissions, exceed 10% of the
proceeds of the sale of the Units. Ongoing compensation paid to
CFTC-qualified Selling Agents and wholesalers in respect of CFTC-qualified
Registered Representatives, as described above, is not included in the 10%
limitation.


LEGAL MATTERS


Sidley Austin Brown & Wood, Chicago, Illinois and Richards, Layton & Finger,
P.A., Wilmington, Delaware have advised the Managing Owner on the offering of
the Units. Sidley Austin Brown & Wood does not represent the Trust or the
Unitholders. Richards, Layton & Finger, P.A. acted as special counsel to the
Trust in connection with assessing the legality of its securities but does not
otherwise represent the Trust or the Unitholders. Sidley Austin Brown & Wood
advises the Managing Owner on an ongoing basis, including concerning its
responsibilities as Managing Owner. Sidley Austin Brown & Wood drafted "Federal
Income Tax Aspects."


EXPERTS


The Millburn Ridgefield Corporation Statement of Financial Condition as of
December 31, 2001 included in this Prospectus has been included herein in
reliance on the report of Arthur F. Bell, Jr. & Associates, L.L.C., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.

The financial statements of Global Macro Trust as of December 31, 2001 and for
the period July 23, 2001 (date Trust was organized) through December 31, 2001
included in this Prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in auditing and accounting.


The statements of financial condition of Nestor Partners at December 31, 2001
and 2000 included in this Prospectus have been so included in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in auditing and accounting.


The financial statements of Millburn MCo Partners L.P. for the year ended
December 31, 2001 included in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report appearing herein,
and are included in reliance

                                      -42-
<Page>

upon such report of such firm given upon their authority as experts in
accounting and auditing.

On November 27, 2002, the Managing Owner engaged Ernst & Young LLP to replace
PricewaterhouseCoopers LLP as its independent auditor for the Trust.


REPORTS

After the Trust commences trading, CFTC Rules require that this Prospectus be
accompanied by summary financial information, which may be a recent Monthly
Report of the Trust, current within 60 calendar days.

                                      -43-
<Page>

          THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT AND A STATEMENT
OF ADDITIONAL INFORMATION. THESE PARTS ARE BOUND TOGETHER AND MAY NOT BE
DISTRIBUTED SEPARATELY.

                                    PART TWO
                       STATEMENT OF ADDITIONAL INFORMATION

                         THE FUTURES AND FORWARD MARKETS

FUTURES AND FORWARD CONTRACTS

Futures contracts in the United States are generally traded on exchanges and
call for the future delivery of various commodities. These contractual
obligations may be satisfied either by taking or making physical delivery or by
making an offsetting sale or purchase of a futures contract on the same
exchange.

Forward currency contracts are agreements to make or accept delivery of a
currency and are traded off-exchange through banks or dealers. In such
instances, the bank or dealer generally acts as principal in the transaction and
charges "bid-ask" spreads. These contractual obligations are generally satisfied
by making an offsetting agreement.

Unlike an investment in bonds where one expects some consistency of yield or in
stocks where one expects to participate in economic growth, futures and forward
trading is a "zero-sum," risk transfer economic activity. For every gain
realized by one futures and forward trader, there is an equal and offsetting
loss suffered by another.

HEDGERS AND SPECULATORS

The two broad classifications of persons who trade futures are "hedgers" and
"speculators." Hedging is designed to minimize the losses that may occur because
of price changes, for example, between the time a merchandiser contracts to sell
a commodity and the time of delivery. The futures and forward markets enable the
hedger to shift the risk of price changes to the speculator. The speculator
risks capital with the hope of making profits from such changes. Speculators,
such as the Trust, rarely take delivery of the physical commodity but rather
close out their futures positions through offsetting futures contracts.

EXCHANGES; POSITION AND DAILY LIMITS; MARGINS

Commodity exchanges in the United States generally have an associated
"clearinghouse." Once trades made between members of an exchange have been
cleared, each clearing broker looks only to the clearinghouse for all payments
in respect of such broker's open positions. The clearinghouse "guarantee" of
performance on open positions does not run to customers. If a member firm goes
bankrupt, customers could lose money.

Federal legislation adopted in December 2000 has made possible a variety of new
futures and derivative exchanges and clearing organizations that will be subject
to less CFTC oversight than are the commodities exchanges on which the Trust
anticipates trading in the United States. Additionally, this legislation permits
a variety of highly qualified persons to trade contracts for future delivery on
various non-agricultural commodities among themselves off-exchange. The Managing
Owner currently expects that substantially all of the Trust's futures trading in
the United States will be conducted on exchanges subject to the full oversight
of the CFTC. However, it is not now possible to determine what impact the
existence of these new exchanges will have on the Trust's trading activities.

The Managing Owner will trade for the Trust on a number of foreign commodity
exchanges. Foreign commodity exchanges differ in certain respects from their
United States counterparts and are not regulated by any United States agency.

The CFTC and the United States exchanges have established "speculative position
limits" on the maximum positions that the Managing Owner may hold or control in
futures contracts on some, but not all, commodities. For example, the CFTC
limits the number of contracts the Managing Owner can control in corn to 5,500
in a single delivery month, whereas the Chicago Mercantile Exchange limits the
number of S&P 500 Index contracts the Managing Owner can control to 20,000 and
U.S. Treasury bonds traded on the Chicago Board of Trade are not subject to
position limits. To date, position limits have not been a material imposition on
the ability of the Managing Owner to effect its trading method. In the event the
Managing Owner controls contracts in excess of the applicable limits, the
Managing Owner will equitably reduce the position it controls across affected
accounts managed by the Managing Owner, including the Trust, giving due
consideration to such factors as account size, position size, account
risk/reward parameters and trading portfolio composition.

                                      -44-
<Page>

United States exchanges limit the maximum change in some, but not all, futures
prices during any single trading day. Once the "daily limit" has been reached,
it becomes very difficult to execute trades in the same direction the market has
moved. That is, if a market is "limit up," it is difficult, or impossible, to
buy, but very easy to sell. Because these limits apply on a day-to-day basis,
they do not limit ultimate losses, but may reduce or temporarily eliminate
liquidity. For example, the Chicago Board of Trade imposes daily limits of
20CENTS on corn futures and no daily limits on U.S. Treasury bond futures. The
Chicago Mercantile Exchange coordinates trading halts in the S&P 500 Index
futures with halts in the trading of the stocks underlying the Index and imposes
trading pauses or halts at moves of 2.5%, 5%, 10% and 20% in the value of the
Index.

When a position is established, "initial margin" is deposited. On most
exchanges, at the close of each trading day "variation margin," representing the
unrealized gain or loss on the open positions, is either credited to or debited
from a trader's account. If "variation margin" payments cause a trader's
"initial margin" to fall below "maintenance margin" levels, a "margin call" is
made, requiring the trader to deposit additional margin or have his position
closed out.

                                      -45-
<Page>

SUPPLEMENTAL PERFORMANCE INFORMATION

ANNUAL RETURNS (rounded to the nearest %)

FEBRUARY 1977 - NOVEMBER 2002



<Table>
<Caption>
                                          MDP(1)      S&P 500(2)   NASDAQ(3)     EAFE(4)     BONDS(5)
                        --------------------------------------------------------------------------------
                            <S>           <C>          <C>          <C>          <C>           <C>
                            Jul-Nov 2002   -5%          -5%           1%         -12%           8%
                            Jan-Jun 2002   14%         -13%         -25%          -1%           4%
                              2001         -9%         -12%         -21%         -21%           4%
                              2000         12%          -9%         -39%         -14%          20%
                              1999         -5%          21%          86%          27%          -9%
                              1998          5%          29%          40%          20%          14%
                              1997         12%          33%          22%           2%          15%
                              1996         15%          23%          23%           6%          -1%
                              1995         26%          38%          40%          12%          31%
                              1994          8%           1%          -3%           8%          -8%
                              1993          8%          10%          15%          33%          18%
                              1992         15%           8%          15%         -12%           8%
                              1991          5%          30%          57%          12%          19%
                              1990         49%          -3%         -18%         -23%           6%
                              1989         -1%          32%          19%          11%          19%
                              1988          4%          17%          15%          29%           9%
                              1987         41%           5%          -5%          25%          -3%
                              1986        -13%          19%           7%          70%          24%
                              1985         27%          32%          31%          57%          32%
                              1984         28%           6%         -11%           8%          15%
                              1983         -6%          23%          20%          25%           2%
                              1982         35%          22%          19%          -1%          42%
                              1981         45%          -5%          -3%          -1%           0%
                              1980         69%          33%          34%          24%          -3%
                              1979         63%          19%          28%           6%          -1%
                              1978         26%           7%          12%          34%          -1%
                              1977         10%          -3%          10%          20%           4%
                        --------------------------------------------------------------------------------
</Table>


                             COMPOUND ANNUAL RETURN


<Table>
<S>                             <C>          <C>          <C>           <C>          <C>
1977-2002 (YEAR-TO-DATE)        17%          13%          11%           11%          10%
</Table>



MDP has a pro forma 25-year compound rate of return of 17%. MDP has tended to be
profitable during periods of stress in equity and bond markets. The benefit of
including MDP in a portfolio of stocks and bonds is observable in the table for
the years 2002 (year-to-date), 2000, 1994, 1990, 1987, 1981 and 1979 when MDP
performed well in difficult years for other asset classes. THERE CAN, OF COURSE,
BE NO ASSURANCE THAT THIS PATTERN WILL CONTINUE OR THAT THE TRUST WILL NOT INCUR
LOSSES, AS IT DID IN THE FULL YEARS 2001, 1999, 1989, 1986 AND 1983. The largest
monthly loss during the period shown was 15.4% (9/86).


        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.


----------
(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to reflect
the cost/fee structure of the Trust. There are material limitations inherent in
pro forma comparisons. See Note at page 54. Performance from July 2002 forward
is actual performance of the Trust.
(2) S&P 500 Index includes net dividends. Source: Standard & Poor's.
(3) NASDAQ Composite Index. Source: Strategic Financial Solutions.
(4) Morgan Stanley Capital International EAFE Index includes net dividends.
Source: Strategic Financial Solutions.
(5) Lehman Brothers U.S. Long Treasury Bond Index. Source: Lehman Brothers, Inc.

                                      -46-
<Page>

MONTHLY CORRELATION COEFFICIENTS AND ANALYSIS

FEBRUARY 1977 - NOVEMBER 2002



<Table>
<Caption>
                      MDP(1)
-------------------------------
     <S>             <C>
             MDP      1.00
         S&P 500     (0.04)
          NASDAQ     (0.10)
            EAFE      0.00
           Bonds      0.06
     Hedge Funds     (0.08)
</Table>


Statistically, investments with a correlation of 1.00 make or lose money at the
same time, and investments with a correlation of -1.00 always move in the
opposite direction. The returns of the portfolio to be utilized by the Trust
have near zero correlation with the returns of other asset classes. This
non-correlation can be attributed to the following: the portfolio includes
markets typically absent from traditional portfolios; it is equally likely to
have short or long positions in any market; and it can exploit global conditions
that frequently are detrimental to equities or bonds.

KEY TO FOLLOWING CHART:

% of months where MDP and benchmark both rise

% of months where MDP and benchmark move in opposite directions

% of month where MDP and benchmark both fall

                                [GRAPHIC IMAGES]

DATA POINTS


<Table>
<Caption>
      S&P 500(2)               NASDAQ(3)               EAFE(4)               BONDS(5)            HEDGE FUNDS(6)
----------------------------------------------------------------------------------------------------------------
            <S>                   <C>                    <C>                    <C>                   <C>
            36%                   34%                    35%                    36%                   43%
----------------------------------------------------------------------------------------------------------------
            49%                   51%                    50%                    48%                   47%
----------------------------------------------------------------------------------------------------------------
            15%                   15%                    15%                    16%                   10%
----------------------------------------------------------------------------------------------------------------
</Table>


For 25 years, the pattern of MDP's returns has been largely independent of the
returns in the equities or bond markets. A similar pattern is evident versus the
Hedge Fund Research Index since its creation in 1990. The charts above show that
there were only a small percentage of months where MDP lost value at the same
time as the equity, bond or hedge fund indices. In a much higher percentage of
time, MDP appreciated at the same time or moved in the opposite direction.
Adding a profitable investment that is not correlated to the rest of your
portfolio in losing periods should increase overall return and reduce volatility
for the portfolio as a whole. THERE CAN BE NO ASSURANCE, HOWEVER, THAT MDP WILL
BE NON-CORRELATED DURING SUCH PERIODS OR THAT THE TRUST WILL NOT INCUR LOSSES.

        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.


----------
(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to reflect
the cost/fee structure of the Trust. There are material limitations inherent in
pro forma comparisons. See Note at page 54. Performance from July 2002 forward
is actual performance of the Trust.
(2) S&P 500 Index includes net dividends. Source: Standard & Poor's.
(3) NASDAQ Composite Index. Source: Strategic Financial Solutions.
(4) Morgan Stanley Capital International EAFE Index includes net dividends.
Source: Strategic Financial Solutions.
(5) Lehman Brothers U.S. Long Treasury Bond Index. Source: Lehman Brothers, Inc.
(6) Hedge Fund Research Composite Index (since 1990). Source: Hedge Fund
Research, Inc.

                                      -47-
<Page>

MDP(1) AND NASDAQ(2) DURING LOSING QUARTERS OF THE S&P 500 INDEX(3) -

FEBRUARY 1977 - NOVEMBER 2002


                                   [BAR CHART]


X-AXIS: FISCAL QUARTERS FROM MARCH 1977 THROUGH NOVEMBER 2002

Y-AXIS: PERCENTAGE GAIN/LOSS (-35.0% - 35.0%)

DATA POINTS:


<Table>
<Caption>
          MDP       S&P 500    NASDAQ
<S>      <C>        <C>       <C>
Mar-77     2.18%     -2.86%    -1.49%
Sep-77    -6.16%     -2.78%     1.12%
Dec-77    12.09%     -0.12%     4.16%
Mar-78    25.38%     -4.94%     1.09%
Dec-78    -5.38%     -4.93%   -11.22%
Mar-80    36.54%     -4.11%   -13.32%
Jun-81    28.87%     -2.29%     2.66%
Sep-81     3.76%    -10.23%   -16.55%
Mar-82    23.91%     -7.31%   -10.31%
Jun-82     7.95%     -0.56%    -2.49%
Sep-83     3.63%     -0.13%    -6.92%
Mar-84     7.72%     -2.40%    -9.99%
Jun-84     2.38%     -2.57%    -4.44%
Sep-85    -3.64%     -4.10%    -5.36%
Sep-86    -5.66%     -6.97%   -13.53%
Dec-87    22.88%    -22.53%   -25.62%
Mar-90    12.52%     -3.00%    -4.24%
Sep-90    21.35%    -13.75%   -25.48%
Jun-91     0.19%     -0.23%    -1.33%
Mar-92   -10.60%    -2.51%      2.98%
Mar-94    -3.22%     -3.79%    -4.30%
Dec-94    10.13%     -0.01%    -1.62%
Sep-98     6.94%     -9.95%   -10.60%
Sep-99    -2.06%     -6.25%     2.24%
Jun-00    -6.25%     -2.66%   -13.26%
Sep-00    -2.15%     -0.97%    -7.39%
Dec-00    28.91%     -7.83%   -32.73%
Mar-01     7.64%    -11.86%   -25.51%
Sep-01    -6.50%    -14.68%   -30.65%
Jun-02     6.50%    -13.40%   -20.71%
Sept-02    8.83%    -17.28%   -19.90
</Table>



As described on the previous page, the returns of MDP have not been
significantly correlated with traditional portfolio components. As an
illustration of the potential value of adding a non-correlated investment to a
portfolio of traditional investments, the chart above compares the performance
of MDP to the S&P 500 Index and the NASDAQ Composite Index during down quarters
for the S&P 500 since February 1977 when the Managing Owner's oldest
continuously traded diversified account began trading. Since February 1977, the
S&P 500 has had 31 losing quarters. Over those 31 quarters, the S&P 500's
average loss was 6.0%. Over those same 31 quarters, MDP experienced an average
gain of 7.7%. The NASDAQ Composite's average performance for those 31 quarters
was a loss of 9.8%. Events that trigger negative performance in traditional
markets may lead to trends of the type MDP is designed to identify in some of
the markets in which MDP trades and thus can create profit opportunities for
MDP's method of trading. THERE CAN BE NO ASSURANCE, HOWEVER, THAT MDP WILL
CAPITALIZE ON SUCH OPPORTUNITIES OR THAT THE TRUST WILL NOT INCUR LOSSES. THE
PERFORMANCE OF MDP IS INDEPENDENT OF THE PERFORMANCE OF THE S&P 500 AND MDP IS
AS LIKELY TO PERFORM NEGATIVELY AS IT IS TO PERFORM POSITIVELY DURING LOSING
QUARTERS FOR THE S&P 500.

During the period February 1977 through November 2002, in addition to the 31
losing quarters experienced by the S&P 500 Index presented in the chart above,
the S&P Index experienced 72 profitable quarters with an average gain of 7.20%
per quarter. The NASDAQ Composite was profitable in 60 of those 72 quarters and
experienced an average per quarter gain of 11.55% for all 72 quarters. MDP was
profitable 43 of those 72 quarters and experienced an average per quarter gain
of 9.20% for all 72 quarters.


        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.


----------
(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to reflect
the cost/fee structure of the Trust. There are material limitations inherent in
pro forma comparisons. See Note at page 54. Performance from July 2002 forward
is actual performance of the Trust.
(2) NASDAQ Composite Index. Source: Strategic Financial Solutions.
(3) S&P 500 Index includes net dividends. Source: Standard & Poor's.

                                      -48-
<Page>


ROLLING 12-MONTH RETURNS
FEBRUARY 1977 - NOVEMBER 2002



<Table>
<Caption>
                                         MDP(1)     S&P 500(2)   NASDAQ(3)     EAFE(4)      BONDS(5)
------------------------------------------------------------------------------------------------------
    <S>                                    <C>         <C>          <C>          <C>          <C>
            TOTAL NO. OF 12-MO. PERIODS    299         299          299          299          299
                         AVERAGE RETURN     19%         15%          15%          14%          10%
                     BEST 12-MO. PERIOD    112%         61%         105%         104%          56%
                    WORST 12-MO. PERIOD    -21%        -27%         -60%         -28%         -16%
                     STANDARD DEVIATION     24%         16%          26%          23%          13%

       NO. OF PROFITABLE 12-MO. PERIODS     240        244          227          220          236
                         AVERAGE PROFIT     26%         21%          26%          23%          14%
                     STANDARD DEVIATION     22%         12%          19%          20%          11%

    NO. OF UNPROFITABLE 12-MO.  PERIODS     59          55           72           79           63
                           AVERAGE LOSS     -7%        -11%         -20%         -11%          -5%
                     STANDARD DEVIATION      6%          6%          15%           7%           4%
------------------------------------------------------------------------------------------------------
</Table>



The table above contains statistics for all periods of 12 consecutive months
from February 1977 through November 2002. The data in this table suggests that
MDP's risk does not exceed the risk for other investments. MDP's best
twelve-month period exceeded the S&P 500's and was comparable to NASDAQ's and
EAFE's. MDP's worst twelve-month period was substantially better than the S&P
500's, NASDAQ's and EAFE's.

Standard deviation of returns is a common measure of volatility or risk. MDP's
standard deviation in rolling 12-month periods from February 1997 through
November 2002 was higher than the S&P 500 and the U.S. Bond's and was comparable
to NASDAQ's and EAFE's. However, the major part of MDP's standard deviation was
attributable to volatility in profitable periods. Volatility in losing periods
has been low. THERE CAN BE NO ASSURANCE, HOWEVER, THAT THESE PATTERNS WILL
CONTINUE OR THAT THE TRUST WILL NOT INCUR LOSSES.


        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.


----------
(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to
reflect the cost/fee structure of the Trust. There are material limitations
inherent in pro forma comparisons. See Note at page 54. Performance from July
2002 forward is actual performance of the Trust.
(2) S&P 500 Index includes net dividends. Source: Standard & Poor's.
(3) NASDAQ Composite Index. Source: Strategic Financial Solutions.
(4) Morgan Stanley Capital International EAFE Index includes net dividends.
Source: Strategic Financial Solutions.
(5) Lehman Brothers U.S. Long Treasury Bond Index. Source: Lehman Brothers,
Inc.

                                      -49-
<Page>


FREQUENCY DISTRIBUTION OF MDP(1) MONTHLY RETURNS
FEBRUARY 1977 - NOVEMBER 2002


                                   [BAR CHART]

X-AXIS: PROFIT/LOSS RANGES (-15% TO 20%)
Y-AXIS: MONTHS (0 TO 60)

DATA POINTS


<Table>
<Caption>
RANGE             FREQUENCY (MONTHS)
<S>                       <C>
-15% to -20%               1
-12.5% to -15%             3
-10% to -12.5%             2
-7.5% to -10%             15
-5% to -7.5%              20
-2.5% to -5%              36
0% to -2.5%               52
0% to 2.5%                55
2.5% to 5%                41
5% to 7.5%                45
7.5% to 10%               17
10% to 12.5%               8
12.5% to 15%               7
15% to 20%                 8
</Table>



The chart above shows MDP frequency distribution of 310 monthly returns from
February 1977 through November 2002. Approximately 80% of all monthly returns
were in the 0 to 7.5% range positive or negative, and there was a positive skew
to the statistics in every range. There have only been 29 months of 10% or
greater profit or loss out of a sample of 310 months. 23 of these months have
been profitable with an average of 14.1%. 6 of these months have been
unprofitable with an average of 13.0%. THERE CAN BE NO ASSURANCE, HOWEVER, THAT
THIS PATTERN WILL CONTINUE OR THAT THE TRUST WILL NOT INCUR LOSSES.


        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.


----------
(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to
reflect the cost/fee structure of the Trust. There are material limitations
inherent in pro forma comparisons. See Note at page 54. Performance from July
2002 forward is actual performance of the Trust.

                                      -50-
<Page>

MAXIMUM DRAWDOWN FOR MDP AND OTHER BENCHMARKS

FEBRUARY 1977 - NOVEMBER 2002


                                   [BAR CHART]

X-AXIS: MDP(1), S&P(2), Nasdaq(3), EAFE(4), Bonds(5)
Y-AXIS: Percentage Drawdown (0% to 70%)

DATA POINTS


<Table>
<S>        <C>
MDP        -28.47%

S&P        -44.73%

Nasdaq     -75.05%

EAFE       -46.30%

Bond       -20.07%
</Table>



The chart above shows the worst peak-to-trough loss, based on month-end
information, for MDP, S&P 500, NASDAQ, EAFE and U.S. Bonds since February 1977.
Despite the use of futures and the leverage available in futures trading, MDP's
worst experienced loss through November 2002 was smaller than the loss in most
of these unleveraged equity indices. Past performance is not necessarily
indicative of future results and there is no guarantee that past drawdown
relationships will persist into the future.


        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.


----------

(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to reflect
the cost/fee structure of the Trust. There are material limitations inherent in
pro forma comparisons. See Note at page 54. Performance from July 2002 forward
is actual performance of the Trust.

(2) S&P 500 Index includes net dividends. Source: Standard & Poor's.
(3) NASDAQ Composite Index. Source: Strategic Financial Solutions.
(4) Morgan Stanley Capital International EAFE Index includes net dividends.
Source: Strategic Financial Solutions.
(5) Lehman Brothers U.S. Long Treasury Bond Index. Source: Lehman Brothers, Inc.

                                      -51-
<Page>


ENHANCING A TRADITIONAL PORTFOLIO WITH MDP
FEBRUARY 1977 - NOVEMBER 2002


                                     [CHART]


X-AXIS: MONTHLY STANDARD DEVIATION (2.75% TO 3.50%)
Y-AXIS:  COMPOUND ANNUAL RETURN (11.0% TO 14.0%)


DATA POINTS


<Table>
<S>                                 <C>                 <C>
                                       48% US Equities     60% US Equities
                                       32% US Bonds        40% US Bonds
                                       20% MDP(1)

Compound Annual Rate of Return      13.33%              11.85%

Monthly Standard Deviation           2.82%               3.20%
</Table>


The chart above shows the result of adding 20% MDP to a portfolio of stocks and
bonds, represented by the S&P 500 Index and Lehman Brothers Long Treasury Bond
Index, respectively. Over the past 25 years, a portfolio consisting of 20% MDP
and 48% stocks plus 32% bonds would have had higher returns and lower volatility
than a 60%/40% portfolio consisting of stocks and bonds. The results presented
above represent a blending of the performance of a composite of all accounts
using the Millburn Diversified Portfolio with the actual performance of the S&P
500 Index and Lehman Long Treasury Bond Index. Prospective investors should note
that the Managing Owner did not manage any account consisting of 20% MDP and 48%
S&P 500 Index plus 32% Lehman Long Treasury Bond Index, and that the chart above
is presented for illustrative purposes only, not as a recommendation that any
investor should allocate 20% of his or her portfolio to MDP. In order for a
portfolio consisting of the Trust and stocks and bonds to outperform a portfolio
consisting only of stocks and bonds, the Trust must outperform stocks or bonds
over the period being measured. THERE CAN BE NO ASSURANCE THAT THAT WILL, IN
FACT, OCCUR.

        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

 THE RISK OF AN ACCOUNT, SUCH AS THE TRUST, TRADED PURSUANT TO MDP INCURRING
SUDDEN, MAJOR LOSSES IS NOT REFLECTED IN THE FOREGOING CHART, WHICH IS BASED ON
                         STATISTICAL AVERAGES OVER TIME.

----------

(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to reflect
the cost/fee structure of the Trust. There are material limitations inherent in
pro forma comparisons. See Note at page 54. Performance from July 2002 forward
is actual performance of the Trust.


                                      -52-
<Page>


ANNUAL RETURNS (rounded to the nearest %)

FEBRUARY 1977 - NOVEMBER 2002

SUPPLEMENTAL TABLE


The following table is similar to the Annual Returns table on page 46. The pro
forma adjustments to MDP's performance, however, reflect the cost/fee structure
of the Trust applicable to investors who purchase Units through a Selling Agent
asset-based or fixed-fee investment program. SEE THE NOTE ON THE FOLLOWING PAGE.



<Table>
<Caption>
                      MDP(1)     S&P 500(2)    NASDAQ(3)     EAFE(4)      BONDS(5)
        ---------------------------------------------------------------------------
        <S>            <C>          <C>          <C>           <C>          <C>
        Jul-Nov 2002    -3%          -5%           1%          -12%          8%
        Jan-Jun 2002    15%         -13%         -25%           -1%          4%
          2002           3%          -5%           1%          -12%          8%
          2001          -6%         -12%         -21%          -21%          4%
          2000          15%          -9%         -39%          -14%         20%
          1999          -2%          21%          86%           27%         -9%
          1998           8%          29%          40%           20%         14%
          1997          14%          33%          22%            2%         15%
          1996          18%          23%          23%            6%         -1%
          1995          30%          38%          40%           12%         31%
          1994          11%           1%          -3%            8%         -8%
          1993          11%          10%          15%           33%         18%
          1992          18%           8%          15%          -12%          8%
          1991           8%          30%          57%           12%         19%
          1990          52%          -3%         -18%          -23%          6%
          1989           2%          32%          19%           11%         19%
          1988           7%          17%          15%           29%          9%
          1987          43%           5%          -5%           25%         -3%
          1986         -10%          19%           7%           70%         24%
          1985          30%          32%          31%           57%         32%
          1984          31%           6%         -11%            8%         15%
          1983          -3%          23%          20%           25%          2%
          1982          39%          22%          19%           -1%         42%
          1981          49%          -5%          -3%           -1%          0%
          1980          74%          33%          34%           24%         -3%
          1979          67%          19%          28%            6%         -1%
          1978          30%           7%          12%           34%         -1%
          1977          13%          -3%          10%           20%          4%
        ---------------------------------------------------------------------------
</Table>


                             COMPOUND ANNUAL RETURN


<Table>
   <S>                                <C>          <C>          <C>          <C>         <C>
   1977-2002 (YEAR-TO-DATE)           20%          13%          11%          11%         10%
</Table>


        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.


----------
(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to
reflect the cost/fee structure of the Trust. There are material limitations
inherent in pro forma comparisons. See Note at page 54. Performance from July
2002 forward is actual performance of the Trust.
(2) S&P 500 Index includes net dividends. Source: Standard & Poor's.
(3) NASDAQ Composite Index. Source: Strategic Financial Solutions.
(4) Morgan Stanley Capital International EAFE Index includes net dividends.
Source: Strategic Financial Solutions.
(5) Lehman Brothers U.S. Long Treasury Bond Index. Source: Lehman Brothers,
Inc.

                                      -53-
<Page>

NOTE TO SUPPLEMENTAL PERFORMANCE INFORMATION


          The performance shown from July 1, 2002 is the actual performance of
the Trust. The performance shown prior to July 1, 2002 represents the pro forma
composite performance of all fully-funded accounts traded pursuant to the
Managing Owner's Diversified Portfolio during the period presented. The
historical performance of the Diversified Portfolio composite has been
retroactively adjusted on a pro forma basis approximately to reflect the
cost/fee structure of the Trust. The purpose of this pro forma presentation is
to provide an approximation of the rates of return such composite accounts would
have achieved had they been traded pursuant to the Trust's cost/fee structure.
HOWEVER, THERE ARE MATERIAL LIMITATIONS INHERENT IN PRO FORMA COMPARISONS. IT IS
NOT FEASIBLE TO MAKE ALL THE PRO FORMA ADJUSTMENTS NECESSARY TO REFLECT THE
EFFECT OF ALL THE BUSINESS TERMS OF THE TRUST ON THE ACTUAL PERFORMANCE OF THE
ACCOUNTS IN THE COMPOSITE. THE PRO FORMA PERFORMANCE OF THE COMPOSITE ACCOUNTS
SHOULD NOT BE CONSIDERED TO BE INDICATIVE OF HOW ANY ONE ACCOUNT IN THE
COMPOSITE WOULD HAVE PERFORMED HAD IT BEEN SUBJECT TO THE TRUST'S COST/FEE
STRUCTURE.

          The pro forma calculations were made on a month-to-month basis. That
is, the adjustments to fees and income in one month do not affect the actual
figures used in the following month for making similar pro forma calculations.
ACCORDINGLY, THE PRO FORMA PERFORMANCE DOES NOT REFLECT ON A CUMULATIVE BASIS
THE EFFECT OF THE DIFFERENCES BETWEEN THE FEES TO BE CHARGED AND INTEREST TO BE
EARNED BY THE TRUST AND THE FEES CHARGED AND INTEREST EARNED BY THE ACCOUNTS IN
THE COMPOSITE. The following assumptions were made in calculating the pro forma
rates of return: a Brokerage Fee of 7% per annum of month-end Net Assets (4% for
the table on page 53); an annual Profit Share of 20% of New Trading Profit;
operating and administrative expenses of 0.50% per annum of average annual Net
Assets; and actual interest income earned by the accounts in the Diversified
Portfolio composite.


          The Millburn Diversified Portfolio is an actively managed portfolio of
futures and forward contracts and related options. The Managing Owner will trade
its Diversified Portfolio on behalf of the Trust and the Trust will pay the fees
and expenses and will be subject to the Profit Share as described in this
Prospectus. The S&P 500 Index, NASDAQ Composite Index, Morgan Stanley Capital
International EAFE Index and Lehman Brothers U.S. Long Treasury Bond Index are
unmanaged indices commonly used as market benchmarks. The performance of the
indices does not reflect any fees or transaction costs as these expenses do not
apply to market indices.

                                      -54-
<Page>

                          INDEX TO FINANCIAL STATEMENTS


<Table>
<Caption>
                                                                                                            PAGE
                                                                                                            ----
<S>                                                                                                         <C>
GLOBAL MACRO TRUST

         Financial Statements for the three and nine months ended September 30, 2002 (Unaudited).............56

         Notes to Financial Statements (Unaudited)...........................................................62

         Report of Independent Accountants...................................................................65

         Statement of Financial Condition at December 31, 2001...............................................66

         Statement of Operations for the period July 23, 2001 through December 31, 2001......................66

         Statement of Changes in Trust Capital for the period July 23, 2001
                  through December 31, 2001..................................................................66

         Notes to Financial Statements.......................................................................67

MILLBURN RIDGEFIELD CORPORATION

         Statement of Financial Condition at September 30, 2002 (Unaudited)..................................69

         Notes to Financial Statement (Unaudited)............................................................70

         Independent Auditor's Report........................................................................75

         Statement of Financial Condition as of December 31, 2001............................................76

         Notes to Financial Statement........................................................................77

NESTOR PARTNERS

         Statement of Financial Condition at September 30, 2002 (Unaudited)..................................82

         Notes to Financial Statement (Unaudited)............................................................83

         Report of Independent Accountants...................................................................87

         Statements of Financial Condition at December 31, 2001 and 2000.....................................88

         Notes to Statements of Financial Condition..........................................................89

MILLBURN MCo PARTNERS L.P.

         Statement of Financial Condition at September 30, 2002 (Unaudited)..................................93

         Notes to Financial Statement (Unaudited)............................................................94

         Independent Auditor's Report........................................................................97

         Statement of Financial Condition at December 31, 2001...............................................98

         Statement of Operations and Preferred Profit Allocation at December 31, 2001........................99

         Statement of Changes in Partners' Capital at December 31, 2001.....................................100

         Statement of Cash Flows at December 31, 2001.......................................................101

         Condensed Schedule of Investments at December 31, 2001.............................................102

         Notes to Financial Statements......................................................................105
</Table>


                              --------------------

     Schedules are omitted for the reason that they are not required or are not
applicable or that equivalent information has been included in the financial
statements or notes thereto.

                                      -55-
<Page>

                               GLOBAL MACRO TRUST
                        STATEMENT OF FINANCIAL CONDITION
                              AT SEPTEMBER 30, 2002
                                   (UNAUDITED)

<Table>
<S>                                                                                            <C>
ASSETS

   Cash                                                                                        $     251,789
   Cash denominated in foreign currencies (cost $72,214 at September 30, 2002)                        67,459
   Investments in U.S. Treasury notes - at value (amortized cost $4,628,050 at
     September 30, 2002)                                                                           4,622,125

   Unrealized appreciation/(depreciation) on open contracts                                          737,303
                                                                                               -------------

         TOTAL EQUITY IN TRADING ACCOUNTS                                                          5,678,676

Investments in U.S. Treasury notes - at value (amortized cost $8,901,355)                          8,910,563
Money market fund                                                                                  2,400,215
Accrued interest receivable                                                                          211,526
                                                                                               -------------

         TOTAL ASSETS                                                                          $  17,200,980
                                                                                               =============

LIABILITIES AND TRUST CAPITAL

   Due to Managing Owner                                                                       $       1,678
   Redemptions payable to Unitholders                                                                 19,360
   Incentive fee payable                                                                             189,102
   Subscriptions received in advance                                                               3,291,656
   Accrued brokerage commissions                                                                      59,604
                                                                                               -------------

         TOTAL LIABILITIES                                                                     $   3,561,400
                                                                                               =============


   TRUST CAPITAL

   Managing Owner (2074.788 managing owner units outstanding at
     September 30, 2002)                                                                           2,257,994
   Unitholders (10458.139 units of beneficial interest outstanding
     at September 30, 2002)                                                                       11,381,586
                                                                                               -------------

         TOTAL TRUST CAPITAL                                                                      13,639,580
                                                                                               -------------

         TOTAL LIABILITIES AND TRUST CAPITAL                                                   $  17,200,980
                                                                                               =============

         NET ASSET VALUE PER UNIT                                                              $    1,088.30
                                                                                               =============
</Table>

                 See accompanying notes to financial statements.

                                      -56-
<Page>

GLOBAL MACRO TRUST
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 (UNAUDITED)
--------------------

<Table>
<Caption>
                                                                              FOR THE THREE            FOR THE NINE
                                                                               MONTHS ENDED            MONTHS ENDED
INVESTMENT INCOME:                                                          SEPTEMBER 30, 2002      SEPTEMBER 30, 2002
<S>                                                                         <C>                     <C>
  Interest income                                                           $           36,935      $           36,951
                                                                            ------------------      ------------------

EXPENSES:
  Administrative expenses                                                               12,576                  12,576
  Brokerage commissions                                                                129,902                 129,902
                                                                            ------------------      ------------------

        TOTAL EXPENSES                                                                 142,478                 142,478
                                                                            ------------------      ------------------

        NET INVESTMENT LOSS                                                           (105,543)               (105,527)
                                                                            ------------------      ------------------

REALIZED AND UNREALIZED GAINS (LOSSES)
  Net gains (losses) on trading of futures and forward contracts
    Net realized gains (losses) on closed positions:
      Futures and forward contracts                                                    602,008                 602,008
      Foreign exchange transactions                                                          0                       0
                                                                            ------------------      ------------------

        Net realized gains (losses) on closed positions                                602,008                 602,008
                                                                            ------------------      ------------------

    Net change in unrealized appreciation (depreciation):
      Futures and forward contracts                                                    737,303                 737,303
      Foreign exchange transactions                                                     (4,755)                 (4,755)
                                                                            ------------------      ------------------

        Net change in unrealized appreciation (depreciation)                           732,548                 732,548
                                                                            ------------------      ------------------

        Net realized and unrealized gains (losses) on trading of
         futures and forward contracts and foreign exchange translation              1,334,556               1,334,556
                                                                            ------------------      ------------------

  Net gains (losses) from U.S. Treasury obligations
    Net realized gains                                                                       0                       0
    Net change in unrealized appreciation (depreciation)                                 3,283                   3,283
                                                                            ------------------      ------------------

      Net gains (losses) from U.S. Treasury obligations                                  3,283                   3,283
                                                                            ------------------      ------------------

      TOTAL NET REALIZED AND UNREALIZED GAINS (LOSSES)                               1,337,839               1,337,839
                                                                            ------------------      ------------------

      NET INCOME (LOSS) BEFORE PROFIT SHARE TO MANAGING OWNER                        1,232,296               1,232,312
                                                                            ------------------      ------------------

  Less incentive fee to Managing Owner                                                 189,102                 189,102
                                                                            ------------------      ------------------

      NET INCOME (LOSS)                                                     $        1,043,194      $        1,043,210
                                                                            ==================      ==================

      NET INCOME (LOSS) PER UNIT                                            $            71.30      $            79.30
</Table>

                 See accompanying notes to financial statements.

                                      -57-
<Page>

GLOBAL MACRO TRUST
CONDENSED SCHEDULE OF INVESTMENTS
AT SEPTEMBER 30, 2002 (UNAUDITED)
--------------------

<Table>
<Caption>
                                                                   NET UNREALIZED
                                                           APPRECIATION/(DEPRECIATION) AS              NET UNREALIZED
        FUTURES AND FORWARD CONTRACTS                       A PERCENTAGE OF TRUST CAPITAL        APPRECIATION/(DEPRECIATION)
<S>                                                                    <C>                                    <C>
Futures Contracts Purchased                                             6.35%                                 $        37,878
      Energies                                                                                                        818,326
      Interest rates                                                                                                   11,790
      Metals                                                                                                           (1,388)
                                                                                                              ---------------
      Softs

         TOTAL FUTURES CONTRACTS PURCHASED                                                                            866,606
                                                                                                              ---------------

Futures Contracts Sold                                                  0.25%
      Interest rates                                                                                                  (28,424)
      Metals                                                                                                          (15,531)
      Softs                                                                                                            (2,780)
      Stock Indices                                                                                                    77,461
      Grains                                                                                                            3,850
                                                                                                              ---------------

         TOTAL FUTURES CONTRACTS SOLD                                                                                  34,576
                                                                                                              ---------------

         TOTAL INVESTMENT IN FUTURES CONTRACTS                          6.60%                                         901,182
                                                                       -----                                  ---------------

Forward Contracts Purchased                                             0.56%                                          75,950
                                                                       -----                                  ---------------

Forward Contracts Sold                                                 -1.76%                                        (239,829)
                                                                       -----                                  ---------------

      TOTAL INVESTMENT IN FORWARD CONTRACTS                            -1.20%                                        (163,879)
                                                                       -----                                  ---------------

      TOTAL INVESTMENTS IN FUTURES
      AND FORWARD CONTRACTS                                             5.40%                                 $       737,303
                                                                       =====                                  ===============
</Table>

<Table>
<Caption>
                                                                          VALUE AS A PERCENTAGE OF
    FACE AMOUNT                  INVESTMENTS IN U.S. TREASURY NOTES             TRUST CAPITAL               VALUE
    -----------                  ----------------------------------       ------------------------          -----

<S>              <C>                                                               <C>                  <C>
                                     Government - United States                    99.22%

$     4,000,000              U.S. Treasury notes, 4.000%, 4/30/2003                                     $    4,058,750
      4,800,000              U.S. Treasury notes, 5.75%, 10/31/2002                                          4,815,000
      4,600,000              U.S. Treasury notes, 4.625%, 2/28/2003                                          4,658,938
                                                                                                        ---------------

                 Total investments in U.S. Treasury notes
                  (amortized cost $13,529,405)                                     99.22%               $   13,532,688
                                                                                   -----                ---------------
</Table>

                 See accompanying notes to financial statements.

                                      -58-
<Page>

GLOBAL MACRO TRUST
CONDENSED SCHEDULE OF INVESTMENTS
AT SEPTEMBER 30, 2002 (UNAUDITED)
(CONTINUED)
--------------------

<Table>
<Caption>
CURRENCY COMPOSITION -                       PERCENTAGE OF UNREALIZED TO              NET UNREALIZED
FUTURES AND FORWARD CONTRACTS                     TOTAL UNREALIZED              APPRECIATION/(DEPRECIATION)
                                             ---------------------------        ---------------------------
<S>                                                   <C>                                   <C>
British Pound                                           0.05%                               $          362
Euro                                                   51.86%                                      382,366
Hong Kong Dollar                                        1.97%                                       14,507
Japanese Yen                                            6.58%                                       48,496
Norwegian krona                                         1.92%                                       14,167
U.S. Dollar                                            37.62%                                      277,405
                                                      ------                                --------------

Total                                                 100.00%                               $      737,303
                                                      ======                                ==============
</Table>

                 See accompanying notes to financial statements.

                                      -59-
<Page>

GLOBAL MACRO TRUST
STATEMENT OF TRUST CAPITAL
FOR THE THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 2002 (UNAUDITED)
--------------------

THREE MONTHS ENDED SEPTEMBER 30, 2002

<Table>
<Caption>
                                                                                        MANAGING
                                                  UNITHOLDERS         MANAGING           OWNER
                             UNIT HOLDERS            UNITS             OWNER              UNITS           TOTAL
                             ------------         -----------       -----------         ---------      ------------
<S>                          <C>                   <C>              <C>                 <C>            <C>
Trust Capital at June        $      1,627              1.6000       $       404             0.400      $      2,034
  30, 2002 (2.00 Units)

Addition of 12,550.345         10,613,790          10,474.328         2,001,600         2,076.017        12,615,390
  Units

Redemption of (19.418)            (19,360)            (17.789)           (1,678)           (1.629)          (21,038)
  Units

Net Income (Loss)                 785,529                   0           257,665                 0         1,043,194
                             ------------         -----------       -----------         ---------      ------------

Trust Capital at
  September 30, 2002
  (12,532.927 Units)         $ 11,381,586          10,458.139       $ 2,257,994         2,074.788      $ 13,639,580
                             ------------         -----------       -----------         ---------      ------------
</Table>

Net Asset Value per Unit at September 30, 2002               $      1,088.30
                                                             ===============

NINE MONTHS ENDED SEPTEMBER 30, 2002

<Table>
<Caption>
                                                                                        MANAGING
                                                  UNITHOLDERS         MANAGING           OWNER
                             UNIT HOLDERS            UNITS             OWNER              UNITS           TOTAL
                             ------------         -----------       -----------         ---------      ------------
<S>                          <C>                   <C>              <C>                 <C>            <C>
Trust Capital at June        $      1,614              1.6000       $       404             0.400      $     2,018
  30, 2002 (2.00 Units)

Addition of 12,550.345         10,613,790          10,474.328         2,001,600         2,076.017        12,615,390
  Units

Redemption of (19.418)            (19,360)            (17.789)           (1,678)           (1.629)          (21,038)
  Units

Net Income (Loss)                 785,542                   0           257,668                 0         1,043,210
                             ------------         -----------       -----------         ---------      ------------

Trust Capital at
  September 30, 2002
  (12,532.927 Units)         $ 11,381,586          10,458.139       $ 2,257,994         2,074.788      $ 13,639,580
                             ------------         -----------       -----------         ---------      ------------
</Table>

Net Asset Value per Unit at September 30, 2002               $      1,088.30
                                                             ===============

                 See accompanying notes to financial statements.

                                      -60-
<Page>

GLOBAL MACRO TRUST
FINANCIAL HIGHLIGHTS (UNAUDITED) PER UNIT
OPERATING PERFORMANCE FOR THE THREE MONTHS AND
NINE MONTHS ENDED SEPTEMBER 30, 2002 (UNAUDITED)
--------------------

<Table>
<Caption>
                                                               FOR THE THREE MONTHS                FOR THE NINE MONTHS
                                                               ENDED SEPTEMBER 30,                 ENDED SEPTEMBER 30,
                                                                       2002                                2002
                                                               --------------------                -------------------
<S>                                                            <C>                                 <C>
Net income (loss) from operations:
   Net investment loss                                         $             (37.08)               $            (29.08)
   Net realized and unrealized gains (losses) on trading of
    futures and forward contracts                                            125.13                             125.13
   Net gains (losses) from U.S. Treasury obligations                           0.35                               0.35
   Profit share expense                                                      (17.10)                            (17.10)
                                                               --------------------                -------------------

       Net income (loss) per unit                                             71.30                              79.30
                                                               --------------------                -------------------

Net asset value per Unit, beginning of period                              1,017.00                           1,009.00
                                                               --------------------                -------------------

Net asset value per Unit, end of Period                        $           1,088.30                $          1,088.30
                                                               ====================                ===================

TOTAL RETURN AND RATIOS:

   TOTAL RETURN:                                                               7.01%                              7.86%
   RATIO OF EXPENSES TO AVERAGE NET ASSETS:                                    7.11% (annualized)                 7.11% (annualized)
   RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS:                        -5.61% (annualized)                -5.61% (annualized)
</Table>

                 See accompanying notes to financial statements.

                                      -61-
<Page>

GLOBAL MACRO TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
--------------------

1. ORGANIZATION

          The Global Macro Trust (the "Trust") was organized on July 23, 2001
under the Delaware Statutory Trust Act, and the Trust's Registration Statement
under the Securities Act of 1933, as amended, became effective on March 26,
2002.

          The Trust is engaged in speculative trading in the futures, options
and forward markets. The instruments that are traded by the Trust are volatile
and involve a high degree of risk. The Trust commenced trading operations July
1, 2002.

          Millburn Ridgefield Corporation (the "Managing Owner") contributed
$2,000,000 to the initial trading capital of the Trust. The Managing Owner and
the holders of the Units of Beneficial Interest ("Units") issued by the Trust
will share in any profits and losses of the Trust in proportion to the
percentage interest owned by each, before brokerage commissions and profit share
allocations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a. INVESTMENTS

          Open futures and forward contracts are valued at market value.
Realized gains (losses) and changes in unrealized appreciation (depreciation) on
futures and forward contracts are recognized in the periods in which the
contracts are closed or the changes occur, and are included in the statements of
operations in net realized and unrealized gains (losses) on trading of futures
and forward contracts.

          Investments in U.S. Treasury notes are valued at market value. The
Trust amortizes premiums and accretes discounts on U.S. Treasury notes using the
straight-line method, which approximates the interest method. Investments in
U.S. Treasury bills are valued at cost plus amortized discount which
approximates value. Such securities are normally on deposit with financial
institutions as collateral for performance of the Trust's trading obligations or
held for safekeeping in a custody account.

          b. FOREIGN CURRENCY TRANSLATION

          Assets and liabilities denominated in foreign currencies are
translated at quoted prices of such currencies. Purchases and sales of
investments are translated at the exchange rate prevailing when such
transactions occurred.

          c. INCOME TAXES

          Income taxes have not been provided, as each Unitholder is
individually liable for the taxes, if any, on his share of the Trust's income
and expenses.

          d. ESTIMATES

          The preparation of 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 and reported amounts of revenues and
expenses during the period. Actual results could differ from these estimates.

          e. RIGHT OF OFFSET

          The customer agreements between the Trust and certain brokers give the
Trust the legal right to net unrealized gains and losses. Unrealized gains and
losses related to offsetting transactions with these brokers are reflected on a
net basis in the equity in trading accounts in the statements of financial
condition.

                                      -62-
<Page>

GLOBAL MACRO TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
--------------------

3. TRUST AGREEMENT

          The Trust Agreement (the "Agreement") provides that the Managing Owner
shall control, conduct and manage the business of the Trust, and may make all
trading decisions.

          The Trust pays brokerage fees to the Managing Owner at the annual rate
of 7.0% of the Trust's average month-end Net Assets of Unitholders interests
(prior to reduction for accrued brokerage commissions or Profit Share). The
Managing Owner will charge less than the annual brokerage rate of 7.0% to those
subscribers who either invest $100,000 or more in the Units or subscribe without
incurring the selling commission paid by the Managing Owner.

          The Managing Owner, not the Trust, will pay all routine costs of
executing and clearing the Trust's futures trades, including brokerage
commissions payable to the clearing brokers. The Managing Owner also pays, from
its own funds, selling commissions on all sales of Units.

          Profit Share equal to 20% of any New Trading Profits (as defined in
the Agreement) in excess of the highest cumulative level of Trading Profit as of
any previous calendar year-end is added to the New Profits Memo Account. A
transfer from such account to the Managing Owner's capital account is made to
the extent taxable capital gains are allocated to the Managing Owner.

          The Trust pays its legal, accounting, auditing, printing, postage and
similar administrative expenses (including the Trustee's fees, the charges of an
outside accounting services agency and the expenses of updating the Prospectus),
as well as extraordinary costs.

4. TRADING ACTIVITIES

          All of the derivatives owned by the Trust, including futures and
forwards, are held for trading purposes. The results of the Trust's trading
activity are shown in the statements of operations. The fair value of the
derivative financial instruments, at September 30, 2002 was $737,303.

          The Trust conducts its trading activities with various brokers acting
either as a broker or counterparty to various transactions. At September 30,
2002, net cash, treasury notes, and treasury bills, aggregating $4,941,373
included in the Trust's equity in trading accounts are held by such brokers in
segregated accounts as required by U.S. Commodity Futures Trading Commission's
regulations or by the counterparty bank or broker. Such collateral can be sold
or repledged by the counterparties.

5. DERIVATIVE INSTRUMENTS

          The Trust is party to derivative financial instruments in the normal
course of its business. These financial instruments include forwards and
futures, whose values are based upon an underlying asset, index, or reference
rate, and generally represent future commitments to exchange currencies or cash
flows, or to purchase or sell other financial instruments at specific terms at
specified future dates. These instruments may be traded on an exchange or
over-the-counter. Exchange traded instruments are standardized and include
futures contracts. Each of these instruments is subject to various risks similar
to those related to the underlying financial instruments including market and
credit risk.

          Market risk is the potential change in the value of the instruments
traded by the Trust due to market changes, including interest and foreign
exchange rate movements and fluctuations in futures or security prices. Market
risk is directly impacted by the volatility and liquidity in the markets in
which the related underlying assets are traded. The Trust's risk of loss due to
market risk may exceed the related amounts presented in the statements of
financial condition.

          Credit risk is the possibility that a loss may occur due to the
failure of a counterparty to perform according to the terms of a contract.
Credit risk is normally reduced to the extent that an exchange or clearing
organization

                                      -63-
<Page>

GLOBAL MACRO TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
--------------------

acts as a counterparty to futures transactions, since typically the collective
credit of the members of the exchange is pledged to support the financial
integrity of the exchange. In the case of over-the-counter transactions, the
Trust must rely solely on the credit of the individual counterparties. The
Trust's risk of loss in the event of counterparty default is typically limited
to the amounts recognized in the statements of financial condition, not to the
contract or notional amounts of the instruments.

          The Trust has limited concentration risk as it executes trades and
maintains accounts with several brokers.


          The fair value of the Trust derivative financial instruments at
September 30, 2002 is detailed below:


<Table>
<Caption>
                                                        UNREALIZED APPRECIATION/
                                                             (DEPRECIATION)
                                                      ----------------------------
                                                          GROSS            NET
<S>                                                   <C>             <C>
SEPTEMBER 30, 2002
     Exchange traded                                  $     963,591   $    901,182
     Non-exchange traded                                    116,456       (163,879)
                                                      -------------   ------------
                                                      $   1,080,047   $    737,303
                                                      =============   ============
</Table>

6. TERMINATION

          The Trust will terminate on December 31, 2031 or at an earlier date if
certain conditions occur as defined in the Declaration of Trust and the
Agreement.


7. REDEMPTIONS

          Units may be redeemed, at the option of any Unitholder, at Net Asset
Value (as defined in the Agreement) as of the close of business on the last
business day of any calendar month on ten business days' written notice to the
Managing Owner. Persons who redeem Units at or prior to the end of the first and
second successive six-month periods after such Units are sold will be assessed
redemption charges of 4% and 3%, respectively (redemption charges are less in
the case of subscriptions of $100,000 or more), of their redeemed Units' Net
Asset Value as of the date of redemption. All redemption charges will be paid to
the Managing Owner.

8. SUBSEQUENt EVENTS

          Effective October 1, 2002, Unitholders made contributions of
approximately $4,200,000.

                                      -64-
<Page>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Managing Owner and Initial Unitholder of Global Macro Trust

In our opinion, the accompanying statement of financial condition, and the
related statements of operations and of changes in trust capital present fairly,
in all material respects, the financial position of Global Macro Trust (the
"Trust") at December 31, 2001, the results of its operations and changes in its
net assets for the period July 23, 2001 (date Trust was organized) through
December 31, 2001, in conformity with accounting principles generally accepted
in the United States of America. These financial statements are the
responsibility of the Trust's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these financial statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.


PricewaterhouseCoopers LLP
New York, New York
March 15, 2002

                                      -65-
<Page>

                               GLOBAL MACRO TRUST
                        STATEMENT OF FINANCIAL CONDITION
                              AT DECEMBER 31, 2001

                                     ASSETS:

<Table>
      <S>                                                <C>
      Cash                                               $ 2,018
                                                         -------

           Total assets                                  $ 2,018
                                                         =======
</Table>

                                 TRUST CAPITAL:

<Table>
      <S>                                                <C>
      Trust Capital(1)(2)(6):

        Managing Owner interest                          $   404
        Initial Unitholder interest                        1,614
                                                         -------

           Total Trust capital                           $ 2,018
                                                         =======
</Table>

                 See accompanying notes to financial statements.


                               GLOBAL MACRO TRUST
                             STATEMENT OF OPERATIONS
             FOR THE PERIOD JULY 23, 2001 (DATE TRUST WAS ORGANIZED)
                            THROUGH DECEMBER 31, 2001

<Table>
      <S>                                                <C>
      Interest Income                                    $ 18
                                                         ----

      Net Income                                         $ 18
                                                         ----
</Table>

                 See accompanying notes to financial statements.


                               GLOBAL MACRO TRUST
                      STATEMENT OF CHANGES IN TRUST CAPITAL
             FOR THE PERIOD JULY 23, 2001 (DATE TRUST WAS ORGANIZED)
                            THROUGH DECEMBER 31, 2001

<Table>
<Caption>
                                                             MANAGING
                                           UNITHOLDERS         OWNER          TOTAL
                                           -----------       --------       --------
      <S>                                  <C>               <C>            <C>
      Initial capital contribution         $     1,600       $    400       $  2,000

      Net income                                    14              4             18
                                           -----------       --------       --------

      Trust capital at December 31, 2001   $     1,614       $    404       $  2,018
                                           ===========       ========       ========
</Table>

                 See accompanying notes to financial statements.


             THE TRUST HAS NOT YET COMMENCED TRADING OPERATIONS AND
                     ITS ASSETS AND LIABILITIES ARE NOMINAL.

                                      -66-
<Page>

GLOBAL MACRO TRUST
NOTES TO FINANCIAL STATEMENTS
--------------------

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

          Global Macro Trust (the "Trust") was organized on July 23, 2001 under
the Delaware Business Trust Act and has had no operations to date other than
matters relating to its organization and registration of its Units of Beneficial
Interest ("Units") under the Securities Act of 1933, as amended. At such time,
the only capital contributed to the Trust was the original capital contribution
of $400 by Millburn Ridgefield Corporation (the "Managing Owner") and $1,600 by
the Initial Unitholder. These contributions have been made to the Trust. Upon
commencement of operations, the Managing Owner has agreed to make additional
capital contributions as Managing Owner so that its aggregate capital
contribution to the Trust will equal at least the greater of $500,000 or 1% of
the total capital accounts of the Trust. The Managing Owner and the holders of
Units issued by the Trust will share in any profits and losses of the Trust in
proportion to the percentage interest owned by each, subject to the Managing
Owner's receipt of a 7.0% annual Brokerage Fee (6.5%, 6%, 5.5% or 4% in the case
of Unitholders whose investments equal or exceed $100,000, $500,000 or
$1,000,000 or who invest through asset-based or fixed fee investment programs or
a 401(k) plan or other employer-sponsored employee benefit plan custodied with a
Selling Agent, respectively) and 20% annual Profit Share.

          The proceeds of the offering of Units will be held in cash or invested
in U.S. Treasury securities, commercial paper and other cash equivalents and
used to trade in the futures, options and forward markets.

          The preparation of financial statements in conformity with generally
accepted accounting principles 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 and reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.

(2) THE OFFERING OF THE UNITS

          The Trust will offer Units to the public initially at the price of
$1,000 per Unit, and, after the initial sale of the Units, at the Net Asset
Value per Unit (as defined in the Declaration of Trust and Trust Agreement) as
of the first business day of each calendar month. Selling commissions will be
paid by the Managing Owner. These selling commissions will equal 4% (3.5%, 3%,
or 2% in the case of Unitholders whose investments equal or exceed $100,000,
$500,000 or $1,000,000, respectively) of the subscription price (Net Asset
Value) per Unit after trading begins. The Managing Owner will pay an
administrative fee of 0.35% of Net Asset Value in respect of Units sold through,
and participating in, asset-based or fixed fee investment programs, such as
broker "wrap accounts," and 401(k) and other employer-sponsored employee benefit
plans custodied with a Selling Agent.

          The proceeds from the subscriptions for Units will be held in the
Trust's name at FRB National Bank and Trust and invested in interest-bearing
obligations. Interest earned on subscription proceeds while held pending
investment in the Trust's trading account will be paid to the Trust. If a
subscription is rejected, the subscription funds plus any interest earned while
held in the Trust's account will be returned to the investor promptly following
the end of the month in which such subscription was rejected.

(3) ORGANIZATIONAL AND INITIAL OFFERING COSTS

          Organizational and initial offering costs will be borne by the
Managing Owner, not the Trust.

(4) OPERATING EXPENSES

          The Trust will pay Brokerage Fees, "bid-ask" spreads, administrative
expenses and Profit Shares.

               (a) Brokerage fees will be paid to the Managing Owner at the
annual rate of 7.0% of the Trust's average month-end Net Assets (prior to
reduction for accrued Brokerage Fees or Profit Shares). Brokerage Fees will be
paid at rates of 6.5%, 6%, and 5.5% of average month-end Net Assets (prior to
reduction for accrued Brokerage Fees or Profit Shares) in respect of Units sold
to subscribers whose investments in the Units equal or exceed $100,000, $500,000
or $1,000,000, respectively. In respect of Units sold through, and participating
in,

                                      -67-
<Page>

GLOBAL MACRO TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
--------------------

asset-based or fixed-fee investment programs, Brokerage Fees will be paid at the
rate of 4% of average month-end Net Assets (prior to reduction for accrued
Brokerage Fees or Profit Shares).

               (b) "Bid-ask" spreads will be paid by the Trust on a
per-transaction basis to the Trust's forward contract counterparties.

               (c) Profit Shares equal to 20% of any New Trading Profits in
excess of the highest cumulative level of Trading Profit as of any previous
calendar year-end will be paid to the Managing Owner.

          The Trust will pay its legal, accounting, auditing, printing, postage
and similar administrative expenses (including the Trustee's fees, the charges
of an outside accounting services agency and the expenses of updating the
Prospectus), as well as extraordinary costs.

          The Managing Owner has elected not to charge fees until the
commencement of trading operations.

(5) TERMINATION

          The Trust will terminate on December 31, 2031 or at an earlier date if
certain conditions occur as defined in the Declaration of Trust and Trust
Agreement.

(6) REDEMPTIONS

          Units may be redeemed, at the option of any Unitholder, at Net Asset
Value as of the close of business on the last business day of any calendar month
on ten days' prior written notice to the Managing Owner. Persons who redeem
Units on or prior to the end of the first and second successive six-month
periods after such Units are sold will be assessed redemption charges of 4% and
3%, respectively (3.5% and 2.5%, 3% and 2%, and 2% and 1%, respectively, in the
case of subscriptions equaling or exceeding $100,000, $500,000 or $1,000,000,
respectively) of their redeemed Units' Net Asset Value as of the date of
redemption. All redemption charges will be paid to the Managing Owner. Units
sold through, and participating in, asset-based or fixed fee investment programs
or a 401(k) plan or other employer-sponsored employee benefit plan custodied
with a Selling Agent are not subject to redemption charges.

(7) FINANCIAL HIGHLIGHTS

          Financial highlights for the period July 23, 2001 (date Trust was
organized) through December 31, 2001 are as follows:

<Table>
          <S>                                                                    <C>
          Ratio of net investment income to average net assets (annualized)      2.04%
                                                                                 ----

          Total return                                                           0.90%
                                                                                 ----
</Table>

                                      -68-
<Page>

                         MILLBURN RIDGEFIELD CORPORATION
                        STATEMENT OF FINANCIAL CONDITION
                              AT SEPTEMBER 30, 2002
                                   (UNAUDITED)

                              --------------------

<Table>
     <S>                                                         <C>
     ASSETS

        Cash and cash equivalents                                $  2,151,978
        Commissions and fees receivable                             2,749,786
        Loans receivable from stockholders and affiliates           2,661,631
        Investments in sponsored funds                             18,492,670
        Other investments                                             901,015
        Other assets                                                    5,773
        Furniture and equipment, net of accumulated
           depreciation of $90,170                                      9,854
        Deferred fees                                              17,012,588
                                                                 ------------

             Total assets                                        $ 43,985,295
                                                                 ============

     LIABILITIES

        Accounts payable and accrued expenses                    $    477,711
        Due to affiliated companies                                 1,418,757
        Due to Apollo Fund                                          2,689,421
        Deferred compensation payable                              17,012,588
                                                                 ------------

             Total liabilities                                   $ 21,598,477
                                                                 ============

        Commitments and contingencies--
           Common stock subject to repurchase,
           at redemption value                                   $  1,658,939
                                                                 ------------

     STOCKHOLDERS' EQUITY

        Common stock - $.005 par value; 300,000 shares
           authorized, 206,362 shares issued and outstanding            1,032
        Additional paid-in capital                                  1,806,330
        Retained earnings                                          18,920,517
                                                                 ------------

             Total stockholders' equity                            20,727,879
                                                                 ------------

             Total liabilities and stockholders' equity          $ 43,985,295
                                                                 ============
</Table>

           THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THIS COMPANY.

                             See accompanying notes.

                                      -69-
<Page>

MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT (UNAUDITED)
--------------------

Note 1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          A.   General

               Millburn Ridgefield Corporation (the Corporation) was
               incorporated in the state of Delaware on May 19, 1982. The
               Corporation earns commissions and fees as a Commodity Trading
               Advisor and Commodity Pool Operator and is registered with and
               subject to the regulations of the Commodity Futures Trading
               Commission (CFTC), an agency of the United States (U.S.)
               government, which regulates most aspects of the commodity futures
               industry. It is also subject to the rules of the National Futures
               Association (NFA), an industry self-regulatory organization.

               The Corporation's statement of financial condition is presented
               in accordance with accounting principles generally accepted in
               the United States of America. The preparation of the statement of
               financial condition 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 statement of
               financial condition. Actual results could differ from those
               estimates.

          B.   Cash and Cash Equivalents

               Cash and cash equivalents includes cash and investments in money
               market mutual funds.

          C.   Investments in Sponsored Funds

               The Corporation is the general partner or managing owner of
               various commodity pools and investment funds formed as limited
               partnerships or trusts, collectively referred to as sponsored
               funds. The Corporation's investments in sponsored funds are
               carried at its share of the underlying equity in the net asset
               value of the funds. The funds carry their assets and liabilities
               at fair value as required by accounting principles generally
               accepted in the United States of America for such entities. The
               Corporation has not consolidated the assets, liabilities and
               operating results of its investments in sponsored funds as the
               Corporation does not have a controlling financial interest in
               such funds.

               As the general partner or managing owner, the Corporation has a
               fiduciary responsibility to the sponsored funds and potential
               liability beyond amounts recognized as an asset in the statement
               of financial condition.

          D.   Other Investments

               The Corporation invests in various other commodity and investment
               funds sponsored by third parties. These investments are carried
               at their reported net asset values.

          E.   Revenue Recognition

               Commission income is earned from sponsored funds generally based
               on a fixed percentage of the funds' net asset value, as defined
               in the respective limited partnership or trust agreements.
               Commission income from managed accounts (of which the Corporation
               is the Commodity Trading Advisor) is earned based on the terms
               specified in the respective advisory agreements.

               Incentive, management and other fees accrue based on the terms of
               the respective advisory agreements. Incentive fees generally are
               based on a percentage of the net profits experienced by a client
               account. Management fees generally are based on a fixed
               percentage of the client assets under management.

                                      -70-
<Page>

MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT (UNAUDITED)
(CONTINUED)
--------------------

Note 1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (CONTINUED)

          E.   Revenue Recognition (Continued)

               Commissions and fees are recognized when earned, in accordance
               with the related advisory agreements.

          F.   Foreign Currency Translation

               Assets and liabilities denominated in non-U.S. dollar currencies
               are translated into U.S. dollar equivalents based on year-end
               spot foreign exchange rates.

          G.   Income Taxes

               The Corporation has elected S corporation status, pursuant to
               which the Corporation does not pay U.S. corporate income tax on
               its taxable income. Instead, the stockholders are liable for
               individual income tax on their share of the Corporation's taxable
               income.

          H.   Interim Financial Statements

               In the opinion of management, the unaudited interim financial
               statements reflect all adjustments, which were of a normal and
               recurring nature, necessary for a fair presentation of financial
               position as of September 30, 2002.

Note 2.   INVESTMENTS IN SPONSORED FUNDS

          The Corporation has general partner interests in various limited
          partnerships and is the managing owner of two trusts, collectively
          referred to as sponsored funds. The Corporation's investments in such
          sponsored funds as of September 30, 2002, are as follows:

<Table>
                  <S>                                         <C>
                  Millburn MCo Partners L.P.                  $  4,789,842
                  Nestor Partners                                4,001,213
                  Global Macro Trust                             2,257,994
                  Millburn STS Partners L.P.                     1,500,000
                  Millburn Equity Partners L.P.                  1,119,004
                  Others                                         4,824,617
                                                              ------------

                           Total                              $ 18,492,670
                                                              ============
</Table>

                                      -71-
<Page>

MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT (UNAUDITED)
(CONTINUED)
--------------------

Note 2.   INVESTMENTS IN SPONSORED FUNDS (CONTINUED)

          Summarized financial information for the more significant sponsored
          funds as of September 30, 2002, is as follows:

<Table>
<Caption>
                              MILLBURN MULTI-                                                         THE MILLBURN       MILLBURN
                            STRATEGY PORTFOLIO   MILLBURN MCo      NESTOR              NESTOR             WORLD          CURRENCY
                                  L.P            PARTNERS L.P.    PARTNERS        PARTNERS II, L.P.  RESOURCE  TRUST     FUND L.P.
                            ------------------   ------------   -------------     -----------------  ---------------   ------------
          <S>               <C>                  <C>            <C>               <C>                <C>               <C>
          Assets            $       38,589,942   $ 93,891,509   $ 174,325,387     $      25,168,794  $    26,096,940   $ 23,611,863
          Liabilities                        0         48,707       5,763,296             1,054,307        1,701,777        204,553
                            ------------------   ------------   -------------     -----------------  ---------------   ------------

          Net asset value   $       38,589,942   $ 93,842,802   $ 168,562,091     $      24,114,487  $    24,395,163   $ 23,407,310
                            ==================   ============   =============     =================  ===============   ============
</Table>

          The combined net asset value of other sponsored funds as of September
          30, 2002, is approximately $134,568,000

          As the general partner or managing owner, the Corporation conducts and
          manages the respective businesses of the sponsored funds. The limited
          partnership or trust agreements typically require the Corporation, as
          sponsor, to maintain a specified investment in the respective fund.
          Such minimum investments generally are 1% of either net assets, total
          assets or total contributions or a minimum dollar amount (if greater).
          In addition, the trust agreements of two public funds sponsored by the
          Corporation to maintain a minimum investment equal to a percentage of
          the total contributions made to the two public funds and to all other
          entities that the Corporation is managing owner or general partner.
          The minimum net worth provisions of the trust agreements mandate that
          the Corporation's net worth must be at least $50,000, but is not
          required to exceed $1,000,000. These requirements are defined in each
          respective limited partnership or trust agreement and the Corporation
          is in compliance with all such requirements.

Note 3.   RELATED PARTY TRANSACTIONS

          The Corporation has extensive transactions and relationships with
          affiliated companies. The affiliates provide administrative,
          accounting, research and other services to the Corporation.
          Additionally, CommInVest Research, L.P. (CIVR) owns the trading
          systems used by the Corporation in managing client assets. The
          Corporation, in turn, is charged consulting fees for such services.
          The Corporation owes $1,155,307 to The Millburn Corporation (TMC) at
          September 30, 2002 for consulting fees.

          The Corporation has entered into borrowing arrangements with the
          Apollo Fund, a limited partnership whose limited partners are the
          stockholders of the Corporation. The loan is due on demand and bears
          interest at a variable rate which approximated 3.0% during 2002. The
          outstanding balance on the loan is $2,689,421 at September 30, 2002.

          During 2002, the Corporation entered into a borrowing arrangement with
          CIVR. Advances under the arrangement are due on demand and bear
          interest at an annualized rate of 2% above the interest rate of a
          money market fund held by CIVR. At September 30, 2002, outstanding
          advances under the arrangement aggregated $263,450.

          Additionally, the Corporation has loaned funds to TMC in connection
          with construction and furnishing costs incurred by TMC for its offices
          located in New York City. The loan is due on demand with interest
          accruing at an annualized rate of 2% above the interest rate of a
          money market fund held by the Corporation. The outstanding balance of
          the loan is $1,213,047 at September 30, 2002. Additionally, the
          Corporation has advanced TMC $240,926 to fund the security deposit for
          TMC's leased offices in New York City. This advance is non-interest
          bearing and is due on demand.

                                      -72-
<Page>

MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT (UNAUDITED)
(CONTINUED)
--------------------

          The Corporation made unsecured advances of $1,207,658 to its
          stockholders which remain outstanding at September 30, 2002. The
          advances are non-interest bearing and are due on demand.

Note 3.   RELATED PARTY TRANSACTIONS (CONTINUED)

          Management believes recovery of advances to stockholders is likely as
          the value of each stockholders' equity ownership interest at September
          30, 2002 exceeds the amounts advanced to each stockholder. The
          Corporation has an agreement with CIVR to utilize CIVR's trading
          services and systems. In consideration for these services, the
          Corporation has agreed to pay CIVR its net fee income, as defined in
          the agreement, and a portion of its deferred fees earned from certain
          non-U.S. domiciled entities (see Note 4.) This agreement automatically
          renews each year unless terminated by the Corporation upon 30 days
          written notice to CIVR.

Note 4.   DEFERRED FEES

          The Corporation has entered into deferred compensation agreements with
          Millburn International (Cayman) Limited ("International"), Nestor
          Partners II, LP ("Nestor II"), and Millburn Alternative Investments,
          Ltd. ("MAIL"). The Corporation is the advisor or general partner for
          these entities. Such agreements allow the Corporation to defer the
          receipt of all or a portion of the management and incentive fees and
          or net brokerage commissions earned in its capacity as advisor or
          general partner.

          Deferred fees are subject to the claims of the entities' general
          creditors. Pursuant to the terms of the applicable deferred
          compensation agreements, the fees may either remain invested in the
          entity and share in the earnings, appreciation or depreciation of the
          respective entities' assets or may be invested in other entities.

          The Corporation has agreed to pay these deferred fees to a certain
          stockholder, and to CIVR for providing trading services and systems
          (see Note 3). The Corporation is obligated to pay these amounts only
          to the extent that it receives payment from the non-U.S. domiciled
          entities.

          At September 30, 2002, the fees and commissions receivable under the
          deferred compensation agreements and the dates they are due are as
          follows:

<Table>
<Caption>
                           International     Nestor II        MAIL         Total
             <S>           <C>              <C>             <C>        <C>
             2003          $   2,686,978    $ 1,198,259                $  3,885,237
             2004              1,400,950      2,358,363                   3,759,313
             2005              1,648,290      1,694,896                   3,343,186
             2007              4,439,064      1,413,217     $ 172,571     6,024,852
                           -------------    -----------     ---------  ------------

                           $  10,175,282    $ 6,664,735     $ 172,571  $ 17,012,588
                           =============    ===========     =========  ============
</Table>

Note 5.   TRADING ACTIVITIES AND RELATED RISKS

          The sponsored funds for which the Corporation is either the general
          partner or managing owner engage in speculative trading of futures
          contracts, options on futures contracts and forward contracts
          (collectively, "derivatives"). These derivatives include both
          financial and non-financial contracts held as part of diversified
          trading programs and may be traded on an exchange or over-the-counter.
          Exchange traded investments are standardized and include futures and
          certain options. The sponsored funds are exposed to both market risk,
          the risk arising from changes in the market value of the contracts,
          and credit risk, the risk of failure by another party to perform
          according to the terms of a contract. Theoretically, the sponsored

                                      -73-
<Page>

MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT (UNAUDITED)
(CONTINUED)
--------------------

          funds and the Corporation, as general partner or managing owner, are
          exposed to market risk equal to the notional value of derivative
          contracts purchased and unlimited liability on such contracts sold
          short.

          The Corporation, as general partner or managing owner, has established
          procedures to actively monitor market risk and minimize credit risk of
          the sponsored funds.

Note 6.   LEASE COMMITMENT

          The Corporation has a noncancelable lease for office space in
          Greenwich, Connecticut. This lease commenced May 1, 2002, and provides
          for annual rent of $94,054. The future minimum lease payments under
          this noncancelable lease are as follows:

<Table>
                            <S>                       <C>
                            2002                      $  23,513
                            2003                         94,054
                            2004                         94,901
                            2005                         99,138
                            2006                         99,138
                            Thereafter                   33,046
                                                      ---------

                                                      $ 443,790
                                                      =========
</Table>

Note 7.   STOCK REPURCHASE AGREEMENT

          The Corporation has entered into an agreement effective January 1,
          1999 with one of its stockholders which provides for the stockholder
          to irrevocably sell, and the Corporation to irrevocably repurchase
          9,990 shares on December 31, 2004 and 9,990 shares on December 31,
          2005 of the Corporation's outstanding common stock. The purchase price
          is the net book value as defined in the agreement and as determined on
          those future dates. At September 30, 2002, the redemption value of the
          shares the Corporation has committed to repurchase from the
          stockholder is $1,658,939. This amount is included in temporary equity
          on the statement of financial condition, and the corresponding
          increase in redemption value of $243,794 was recorded to retained
          earnings.

                                      -74-
<Page>

                          INDEPENDENT AUDITOR'S REPORT

To the Stockholders and Board of Directors
Millburn Ridgefield Corporation

We have audited the accompanying statement of financial condition of Millburn
Ridgefield Corporation (the Corporation) as of December 31, 2001. This financial
statement is the responsibility of the Corporation's management. Our
responsibility is to express an opinion on this financial statement based on our
audit. The Corporation has investments in sponsored funds. The financial
statements for certain of these sponsored funds were audited by other auditors.
The value of such investments, audited by other auditors, at December 31, 2001,
of $13,682,399, is derived from the audited financial statements of such funds.
The reports of the other auditors have been furnished to us, and our opinion,
insofar as it relates to these investments, is based solely on the reports of
such other auditors.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the statement of
financial condition is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement of financial condition. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall statement of financial condition presentation. We
believe that our audit and the reports of other auditors provide a reasonable
basis for our opinion.

In our opinion, based on our audit and the reports of other auditors, the
statement of financial condition referred to above presents fairly, in all
material respects, the financial position of Millburn Ridgefield Corporation as
of December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.

                                  ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.

Hunt Valley, Maryland
September 5, 2002

                                      -75-
<Page>

                         MILLBURN RIDGEFIELD CORPORATION
                        STATEMENT OF FINANCIAL CONDITION
                             AS OF DECEMBER 31, 2001
                              --------------------

<Table>
     <S>                                                              <C>
     ASSETS

           Cash and cash equivalents                                  $  1,192,560
           Commissions and fees receivable                               1,478,221
           Loans receivable from stockholders and affiliates             1,746,996
           Investments in sponsored funds                               13,699,863
           Other investments                                              667, 270
           State tax refund receivable                                      49,770
           Other assets                                                    805,772
           Furniture and equipment, net of accumulated
              depreciation of $85,726                                       14,299
           Deferred fees                                                13,172,942
                                                                      ------------

                Total assets                                          $ 32,827,693
                                                                      ============

     LIABILITIES

           Accounts payable and accrued expenses                      $    730,703
           Due to affiliated companies                                   1,134,460
           Deferred compensation payable                                13,172,942
                                                                      ------------

                Total liabilities                                     $ 15,038,105
                                                                      ============

           Commitments and contingencies--
              Common stock subject to repurchase,
              at redemption value
                                                                      $  1,415,145
                                                                      ------------

     STOCKHOLDERS' EQUITY

           Common stock - $.005 par value; 300,000 shares
               authorized, 206,362 shares issued and outstanding             1,032
           Additional paid-in capital                                    1,806,330
           Retained earnings                                            14,567,081
                                                                      ------------

                Total stockholders' equity                              16,374,443
                                                                      ------------

                Total liabilities and stockholders' equity            $ 32,827,693
                                                                      ============
</Table>

           THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THIS COMPANY.

                             See accompanying notes.

                                      -76-
<Page>

MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT
--------------------

Note 1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          A.   General

               Millburn Ridgefield Corporation (the Corporation) was
               incorporated in the state of Delaware on May 19, 1982. The
               Corporation earns commissions and fees as a Commodity Trading
               Advisor and Commodity Pool Operator and is registered with and
               subject to the regulations of the Commodity Futures Trading
               Commission (CFTC), an agency of the United States (U.S.)
               government, which regulates most aspects of the commodity futures
               industry. It is also subject to the rules of the National Futures
               Association, an industry self-regulatory organization.

               The Corporation's statement of financial condition is presented
               in accordance with accounting principles generally accepted in
               the United States of America. The preparation of the statement of
               financial condition 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 statement of
               financial condition. Actual results could differ from those
               estimates.

          B.   Cash and Cash Equivalents

               Cash and cash equivalents includes cash and investments in money
               market mutual funds.

          C.   Investments in Sponsored Funds

               The Corporation is the general partner or managing owner of
               various commodity pools and investment funds formed as limited
               partnerships or trusts, collectively referred to as sponsored
               funds. The Corporation's investments in sponsored funds are
               carried at its share of the underlying equity in the net asset
               value of the funds. The funds carry their assets and liabilities
               at fair value as required by accounting principles generally
               accepted in the United States of America for such entities. The
               Corporation has not consolidated the assets, liabilities and
               operating results of its investments in sponsored funds as the
               Corporation does not have a controlling financial interest in
               such funds.

               As the general partner or managing owner, the Corporation has a
               fiduciary responsibility to the sponsored funds and potential
               liability beyond amounts recognized as an asset in the statement
               of financial condition.

          D.   Other Investments

               The Corporation invests in various other commodity and investment
               funds sponsored by third parties. These investments are carried
               at their reported net asset values.

          E.   Revenue Recognition

               Commission income is earned from sponsored funds generally based
               on a fixed percentage of the funds' net asset value, as defined
               in the respective limited partnership or trust agreements.
               Commission income from managed accounts (of which the Corporation
               is the Commodity Trading Advisor) is earned based on the terms
               specified in the respective advisory agreements.

                                      -77-
<Page>

MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT
(CONTINUED)
--------------------

Note 1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (CONTINUED)

          E.   Revenue Recognition (Continued)

               Incentive, management and other fees accrue based on the terms of
               the respective advisory agreements. Incentive fees generally are
               based on a percentage of the net profits experienced by a client
               account. Management fees generally are based on a fixed
               percentage of the client assets under management.

               Commissions and fees are recognized when earned, in accordance
               with the related advisory agreements.

          F.   Foreign Currency Translation

               Assets and liabilities denominated in non-U.S. dollar currencies
               are translated into U.S. dollar equivalents based on year-end
               spot foreign exchange rates.

          G.   Income Taxes

               The Corporation has elected S corporation status, pursuant to
               which the Corporation does not pay U.S. or state corporate income
               tax on its taxable income. Instead, the stockholders are liable
               for individual income tax on their share of the Corporation's
               taxable income.

Note 2.   INVESTMENTS IN SPONSORED FUNDS

          The Corporation has general partner interests in various limited
          partnerships and is the managing owner of a trust, collectively
          referred to as sponsored funds. The Corporation's investments in such
          sponsored funds as of December 31, 2001, are as follows:

<Table>
               <S>                                                     <C>
               Millburn Mco Partners L.P.                              $  6,150,303
               Nestor Partners                                            3,126,481
               The Millburn World Resource Trust                            900,516
               Millburn Multi-Strategy Portfolio L.P.                       858,871
               Millburn Hedge Fund L.P.                                     617,926
               Millburn Currency Fund L.P.                                  578,433
               The Millburn Global Opportunity Fund L.P.                    571,851
               Others                                                       895,482
                                                                       ------------

                        Total                                          $ 13,699,863
                                                                       ============
</Table>

                                      -78-
<Page>

MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT
(CONTINUED)
--------------------

Note 2.   INVESTMENTS IN SPONSORED FUNDS (CONTINUED)

          Summarized financial information for the more significant sponsored
          funds as of December 31, 2001, is as follows:

<Table>
<Caption>
                               Millburn                                        Nestor       The Millburn      Millburn
                            Multi-Strategy  Millburn MCo       Nestor        Partners II,       World         Currency
                            Portfolio L.P.  Partners L.P.     Partners           L.P.       Resource Trust    Fund L.P.
                            --------------  -------------   -------------   -------------   --------------  -------------
          <S>               <C>             <C>             <C>             <C>             <C>             <C>
          Assets            $  47,657,956   $ 135,646,848   $ 155,687,931   $  21,516,354   $  26,592,238   $  21,812,314
          Liabilities           8,896,808      15,020,334       2,106,691       6,022,040         869,181         141,011
                            -------------   -------------   -------------   -------------   -------------   -------------

          Net asset value   $  38,761,148   $ 120,626,514   $ 153,581,240   $  15,494,314   $  25,723,057   $  21,671,303
                            =============   =============   =============   =============   =============   =============
</Table>

          The combined net asset value of other sponsored funds as of December
          31, 2001, is approximately $58,115,000.

          As the general partner or managing owner, the Corporation conducts and
          manages the respective businesses of the sponsored funds. The limited
          partnership or trust agreements typically require the Corporation, as
          sponsor, to maintain a specified investment in the respective fund.
          Such minimum investments generally are 1% of either net assets, total
          assets or total contributions or a minimum dollar amount (if greater).
          The trust agreement of Millburn World Resource Trust (the Trust), a
          public fund sponsored by the Corporation, requires the Corporation to
          maintain a minimum investment equal to the lesser of 1% of the total
          contributions to the Trust or $500,000. The Corporation, as managing
          owner, has also agreed to maintain a net worth not less than the
          greater of $50,000 or 5% of the total contributions to the Trust and
          to all other entities of which it is managing owner or general
          partner; however, such amount is not required to exceed $1,000,000.
          These requirements are defined in each respective limited partnership
          or trust agreement and the Corporation is in compliance with all such
          requirements.

Note 3.   RELATED PARTY TRANSACTIONS

          The Corporation has extensive transactions and relationships with
          affiliated companies. The affiliates provide administrative,
          accounting, research and other services to the Corporation.
          Additionally, CommInVest Research, L.P. (CIVR) owns the trading
          systems used by the Corporation in managing client assets. The
          Corporation, in turn, is charged consulting fees for such services.
          The Corporation owes $1,134,460 to The Millburn Corporation (TMC) at
          December 31, 2001 for consulting fees.

          From time to time, the Corporation enters into borrowing arrangements
          with the Apollo Fund ("Apollo"), a limited partnership whose limited
          partners are the stockholders of the Corporation. Interest on these
          advances is based on a variable rate, which ranged from 4.64% to 7.27%
          during 2001.

          The Corporation has loaned funds to TMC in connection with
          construction and furnishing costs incurred by TMC for its offices
          located in New York City. The loan is due on demand with interest
          accruing at an annualized rate of 2% above the interest rate of a
          money market fund held by the Corporation. The outstanding balance of
          the loan is $1,185,200 at December 31, 2001. Additionally, the
          Corporation has advanced TMC $240,926 to fund the security deposit for
          TMC's leased offices in New York City. This advance is non-interest
          bearing and is due on demand.

                                      -79-
<Page>

MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT
(CONTINUED)
--------------------

Note 3.   RELATED PARTY TRANSACTIONS (CONTINUED)

          The Corporation made unsecured advances of $320,870 to its
          stockholders during 2001, which remain outstanding at December 31,
          2001. The advances are non-interest bearing and are due on demand.
          Management believes recovery of advances to stockholders is likely as
          the value of each stockholders' equity ownership interest at December
          31, 2001 exceeds the amounts advanced to each stockholder.

          The Corporation has an agreement with CIVR to utilize CIVR's trading
          services and systems. In consideration for these services, the
          Corporation has agreed to pay CIVR its net fee income, as defined in
          the agreement, and a portion of its deferred fees earned from certain
          non-U.S. domiciled entities (see Note 4.) This agreement automatically
          renews each year unless terminated by the Corporation upon 30 days
          written notice to CIVR.

Note 4.   DEFERRED FEES

          The Corporation has entered into deferred compensation agreements with
          Millburn International (Cayman) Limited ("International"), and Nestor
          Partners II, LP ("Nestor II"), and Millburn Alternative Investments,
          Ltd. ("MAIL"). The Corporation is the advisor or general partner for
          these entities. Such agreements allow the Corporation to defer the
          receipt of all or a portion of the management and incentive fees and
          or net brokerage commissions earned in its capacity as advisor or
          general partner.

          Deferred fees are subject to the claims of the entities' general
          creditors. Pursuant to the terms of the applicable deferred
          compensation agreements, the fees may either remain invested in the
          entity and share in the earnings, appreciation or depreciation of the
          respective entities' assets or may be invested in other entities.

          The Corporation has agreed to pay these deferred fees to a certain
          stockholder, and to CIVR for providing trading services and systems
          (see Note 3). The Corporation is obligated to pay these amounts only
          to the extent that it receives payment from the non-U.S. domiciled
          entities.

          At December 31, 2001, the fees and commissions receivable under the
          deferred compensation agreements and the dates they are due are as
          follows:

<Table>
<Caption>
                      International      Nestor II         MAIL            Total
               <S>    <C>             <C>             <C>             <C>
               2003   $   1,861,528   $     846,977   $           0   $   2,708,505
               2004         943,365       2,336,927               0       3,280,292
               2005       3,219,888       1,611,420               0       4,831,308
               2006       1,179,324         988,919         174,594       2,352,837
                      -------------   -------------   -------------   -------------

                      $   7,204,105   $   5,794,243   $     174,594   $  13,172,942
                      =============   =============   =============   =============
</Table>

Note 5.   TRADING ACTIVITIES AND RELATED RISKS

          The sponsored funds for which the Corporation is either the general
          partner or managing owner engage in speculative trading of futures
          contracts, options on futures contracts and forward contracts
          (collectively, "derivatives"). These derivatives include both
          financial and non-financial contracts held as part of diversified
          trading programs and may be traded on an exchange or over-the-counter.
          Exchange traded investments are standardized and include futures and
          certain options. The sponsored funds are exposed to both market risk,
          the risk arising from changes in the market value of the contracts,
          and credit risk, the risk of failure by another party to perform
          according to the terms of a contract. Theoretically, the sponsored
          funds and the Corporation, as general partner or managing owner, are
          exposed to market risk equal to the notional value of derivative
          contracts purchased and unlimited liability on such contracts sold
          short.

                                      -80-
<Page>

MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT
(CONTINUED)
--------------------

Note 5.   TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)

          The Corporation, as general partner or managing owner, has established
          procedures to actively monitor market risk and minimize credit risk of
          the sponsored funds.

Note 6.   LEASE COMMITMENT

          The Corporation has a noncancelable lease for office space in
          Greenwich, Connecticut, which it renewed April 5, 2002. The new lease
          commenced May 1, 2002 and provides an annual rent of $94,054. The
          future minimum lease payments under this noncancelable lease are as
          follows:

<Table>
                          <S>                                     <C>
                          2002                                    $  84,310
                          2003                                       94,054
                          2004                                       94,901
                          2005                                       99,138
                          2006                                       99,138
                          Thereafter                                 33,046
                                                                  ---------

                                                                  $ 504,587
                                                                  =========
</Table>

Note 7.   STOCK REPURCHASE AGREEMENT

          The Corporation has entered into an agreement effective January 1,
          1999 with one of its stockholders which provides for the stockholder
          to irrevocably sell, and the Corporation to irrevocably repurchase
          9,990 shares on December 31, 2004 and 9,990 shares on December 31,
          2005 of the Corporation's outstanding common stock. The purchase price
          is the net book value as defined in the agreement and as determined on
          those future dates. At December 31, 2001, the redemption value of the
          shares is $1,415,145. This amount is included in temporary equity on
          the Statement of Financial Condition, and the corresponding decrease
          in redemption value of $845,157 was recorded to retain earnings.

                                      -81-
<Page>

                                 NESTOR PARTNERS
                        STATEMENT OF FINANCIAL CONDITION
                              AT SEPTEMBER 30, 2002
                                   (UNAUDITED)

<Table>
<S>                                                                                <C>
ASSETS

Equity in trading accounts:
   Cash                                                                            $        5,612,613
   Cash denominated in foreign currencies                                                           -
   Investments in U.S. Treasury notes - at value (amortized cost $41,177,218 at
      September 30, 2002)                                                                  41,178,441
   Net unrealized appreciation on open contracts                                           10,093,015

         TOTAL EQUITY IN TRADING ACCOUNTS                                                  56,884,069

Investments in U.S. Treasury notes - at value (amortized cost $108,524,315 at             108,627,361
   September 30, 2002)
Money market fund                                                                          11,315,883
Accrued interest receivable                                                                 2,212,933
                                                                                   ------------------

         TOTAL ASSETS                                                              $      179,040,246
                                                                                   ==================

LIABILITIES AND PARTNERS' CAPITAL

Due to broker                                                                      $        4,714,858
Accrued expenses                                                                              283,627
Accrued brokerage commissions                                                                 355,935
Accrued profit share                                                                        4,631,235
Capital contributions received in advance                                                     492,500
                                                                                   ------------------

         TOTAL LIABILITIES                                                                 10,478,155

PARTNERS' CAPITAL                                                                         168,562,091
                                                                                   ------------------

         TOTAL LIABILITIES AND PARTNERS' CAPITAL                                   $      179,040,246
                                                                                   ==================
</Table>

         THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THIS PARTNERSHIP.

          See accompanying notes to statements of financial condition.

                                      -82-
<Page>

NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
--------------------

1. ORGANIZATION OF THE PARTNERSHIP

          a.   Nestor Partners (the "Partnership") is a limited partnership
which was organized in 1976 under the New Jersey Uniform Limited Partnership
Act. The Limited Partnership Agreement was amended and restated as of October
30, 1997. The Partnership engages in the speculative trading of futures and
forward contracts. The instruments that are traded by the Partnership are
volatile and involve a high degree of market risk.

          b.   The General Partner of the Partnership is Millburn Ridgefield
Corporation. Principals, employees' and other affiliates of the General Partner
have invested in the Partnership as special limited partners.

          c.   The limited partners, special limited partners, New Profit memo
account and the General Partner share in the profits and losses of the
Partnership determined before brokerage commissions (see Note 2) and profit
share allocations on the basis of their proportionate interests of Partnership
capital (see Note 4). No limited partner or special limited partner shall be
liable for Partnership obligations in excess of their capital contribution plus
profits, if any.

          d.   The General Partner, subject to Commodity Futures Trading
Commission requirements, may (at its discretion) sell additional Limited
Partnership Interests to persons desiring to become limited partners.

          e.   The Partnership will terminate on October 31, 2017 or in the
event of certain other circumstances, as defined in the Limited Partnership
Agreement.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a.   INVESTMENTS

          Open futures and forward contracts are valued at market value. The
difference between cost and carrying value of investments is reflected as net
unrealized appreciation (depreciation). Realized gains (losses) and changes in
unrealized values on futures and forward contracts are recognized in the periods
in which the contracts are closed or the changes occur, and are included in net
gains (losses) on trading of futures and forward contracts.

          Investments in U.S. Treasury bills are valued at cost plus amortized
discount which approximates value. Investments in U.S. Treasury notes are valued
at market value. The Partnership amortizes premiums and accretes discounts on
U.S. Treasury notes using the Straight-line method, which approximates the
interest method. Such securities are normally on deposit with financial
institutions as collateral for performance of the Partnership's trading
obligations or held for safekeeping in a custody account.

          b.   FOREIGN CURRENCY TRANSLATION

          Assets and liabilities denominated in foreign currencies are
translated at quoted prices of such currencies. Purchases and sales of
investments are translated at the exchange rate prevailing when such
transactions occurred.

          c.   COMMISSIONS

          The Limited Partnership Agreement provides that the Partnership will
pay the General Partner brokerage commissions at a fixed rate of 0.542% per
month of net asset value (6.5% per annum) of limited partnership interests,
which amount is charged to the limited partners' capital accounts. The General
Partner retains the right to charge less than the annual brokerage rate of 6.5%
with respect to the capital accounts of the investors who either subscribe to
the Partnership without incurring a selling commission paid by the General
Partner or are affiliated with the General Partner. The General Partner bears
all commission and clearing charges due to third party brokers.

          d.   ADMINISTRATIVE EXPENSES

          The Partnership bears expenses, including periodic legal, accounting
and filing fees, up to an amount equal to 1/4 of 1% per annum of the average net
assets of the Partnership. The General Partner bears any excess over such
amounts. The Partnership will pay any taxes or extraordinary expenses applicable
to it.

                                      -83-
<Page>

NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
--------------------

          The Partnership paid approximately $470,000 to an affiliate of the
General Partner for legal and accounting services provided to the Partnership.

          e.   INCOME TAXES

          Income taxes have not been provided, as each partner is individually
liable for the taxes, if any, on their share of the Partnership's income and
expenses.

          f.   ESTIMATES

          The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that may affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amount of
revenues and expenses during the period. Actual results could differ from those
estimates.

          g.   RIGHT OF OFFSET

          The customer agreements between the Partnership and brokers give the
Partnership the legal right to net unrealized gains and losses. Unrealized gains
and losses related to offsetting transactions with these brokers are reflected
on a net basis in the equity in trading accounts in the statements of financial
condition.

          h.   RECLASSIFICATIONS

          Certain amounts in the statement of financial condition at December
31, 2000 have been reclassified to conform to the presentation of the financial
statements for the year ended December 31, 2001.

3. GENERAL PARTNER'S DUTIES

          The Limited Partnership Agreement provides that, subject to certain
limitations, the General Partner shall conduct and manage the business of the
Partnership. The General Partner has the right to make all investment decisions
regarding the Partnership, authorize the payments of distributions to partners,
enter into customer agreements with brokers and take such other actions as it
deems necessary or desirable to manage the business of the Partnership.

4. GENERAL PARTNER'S PROFIT SHARE

          The Limited Partnership Agreement provides that a General Partner's
profit share equal to 20% of Trading Profits (as defined in the Limited
Partnership Agreement), at the end of each year is charged to the limited
partners' capital accounts. However, for limited partners' withdrawals during
the year, profit share calculation shall be computed as though the withdrawal
date were at year end.

          Any profit share charged is added to the General Partner's capital
account to the extent net taxable capital gains are allocated to the General
Partner, and the remainder, if any, of such profit share is added to the New
Profit memo account. If, at the end of a subsequent year, net taxable gains are
allocated to the General Partner in excess of such year's profit share, a
corresponding amount is transferred from the New Profit memo account to the
General Partner's capital account.

5. TRADING ACTIVITIES

          All of the derivatives owned by the Partnership, including futures and
forwards, are held for trading purposes. The results of the Partnership's
trading activity are shown in the statements of operations. The fair value of
the derivative financial instruments, at December 31, 2001 and 2000 was
$6,988,849 and $31,633,896, respectively.

                                      -84-
<Page>

NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
--------------------

          At September 30, 2002, net cash, treasury notes and treasury bills
aggregating $46,791,054 included in the Partnership's equity in trading accounts
were held in segregated accounts as required by U.S. Commodity Futures Trading
Commission regulations or by the counterparty bank or broker. Such collateral
can be sold or repledged by the counterparties.

6. FINANCIAL HIGHLIGHTS

          Financial highlights for the year ended December 31, 2001 are as
follows:

<Table>
<Caption>
                                                                                    LIMITED        SPECIAL LIMITED
                                                                                   PARTNERS           PARTNERS
                                                                               ---------------     ---------------
          <S>                                                                            <C>                 <C>
          RATIOS TO AVERAGE NET ASSETS:

                 Ratio to net investment income (loss)                                   (0.19)%              3.97%
                                                                               ===============     ===============

                 Ratios of expenses(1):
                 Expenses                                                                 4.94%               0.74%
                 Profit share allocation                                                  0.06%               0.00%
                                                                               ---------------     ---------------
                      RATIO OF TOTAL EXPENSES AND PROFIT SHARE                            5.00%               0.74%
                      ALLOCATION
                                                                               ===============     ===============

          TOTAL RETURN(2):

                 Total return before profit share allocation                             (6.15)%             (2.30)%
                 Profit share allocation                                                 (0.02)%              0.00%
                                                                               ---------------     ---------------
                        TOTAL RETURN AFTER PROFIT SHARE ALLOCATION                       (6.17)%             (2.30)%
                                                                               ===============     ===============
</Table>

          (1)  The ratios of expenses to average net assets are calculated for
               each common class taken as a whole. The computation of such
               ratios based on the amount of expenses and profit share
               allocation assessed to an individual partner's capital account
               may vary from these ratios based on the timing of capital
               transactions and differences in individual investor's commission
               fees and profit share amounts.

          (2)  Total return is calculated for each common class taken as a
               whole. An individual investor's return may vary from these
               results based on the time of capital transactions and differences
               in individual investor's commission fees and profit share
               amounts.

7. DERIVATIVE FINANCIAL INSTRUMENTS

          The Partnership is party to derivative financial instruments in the
normal course of its business. These financial instruments include forwards and
futures, whose value is based upon an underlying asset, index, or reference
rate, and generally represent future commitments to exchange currencies or cash
flows, or to purchase or sell other financial instruments at specific terms at
specified future dates. These instruments may be traded on an exchange or
over-the-counter. Exchange traded instruments are standardized and include
futures. Each of these instruments is subject to various risks similar to those
related to the underlying financial instruments including market and credit
risk.

          Market risk is the potential change in the value of the financial
instruments traded by the Partnership due to market changes, including interest
and foreign exchange rate movements and fluctuations in futures or security
prices. Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded. The Partnership's
risk of loss due to market risk may exceed the related amounts presented in the
statements of financial condition.

                                      -85-
<Page>

NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
--------------------

          Credit risk is the possibility that a loss may occur due to the
failure of a counterparty to perform according to the terms of a contract.
Credit risk is reduced to the extent that an exchange or clearing organization
acts as a counterparty to futures transactions, since typically the collective
credit of the members of the exchange is pledged to support the financial
integrity of the exchange. In the case of over-the-counter transactions, the
Partnership must rely solely on the credit of the individual counterparties. The
Partnership's risk of loss in the event of counterparty default is typically
limited to the amounts recognized in the statements of financial condition, not
to the contract or notional amounts of the instruments.

          The Partnership has limited concentration risk as it executes trades
and maintains accounts with several brokers.

          The fair value of the Partnership's derivative financial instruments
at September 30, 2002 is detailed below:

<Table>
<Caption>
                                                                            UNREALIZED APPRECIATION
                                                                     -----------------------------------
                                                                           GROSS               NET
<S>                                                                  <C>                <C>
SEPTEMBER 30, 2002:
     Exchange traded                                                 $     12,936,850   $     12,144,964
     Non-exchange traded                                                    1,475,732         (2,053,549)
                                                                     ----------------   ----------------

                                                                     $     14,412,582   $     10,091,415
                                                                     ================   ================
</Table>

8. WITHDRAWALS/REDEMPTIONS

          Subject to certain conditions, a partner may withdraw/redeem part or
all of his capital contribution and undistributed profits, if any, from the
Partnership as of the end of any month.

9. SUBSEQUENT EVENTS

          As of February 21, 2002, special limited partners made contributions
and withdrawals of approximately $140,000 and $1,000,000, respectively. Limited
partners made contributions and withdrawals of approximately $1,300,000 and
$4,700,000, respectively.

                                      -86-
<Page>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of Nestor Partners:

In our opinion, the accompanying statements of financial condition present
fairly, in all material respects, the financial position of Nestor Partners at
December 31, 2001 and 2000, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the General Partner; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statements of financial
condition, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall statements of financial condition
presentation. We believe that our audits of the statements of financial
condition provide a reasonable basis for our opinion.


PricewaterhouseCoopers LLP
New York, New York
February 21, 2002

                                      -87-
<Page>

                                 NESTOR PARTNERS
                        STATEMENTS OF FINANCIAL CONDITION
                          AT DECEMBER 31, 2001 AND 2000

<Table>
<Caption>
ASSETS                                                                                    2001                2000

Equity in trading accounts:
<S>                                                                               <C>                   <C>
   Cash                                                                           $         2,317,482   $      3,660,001
   Cash denominated in foreign currencies (cost $494,516 and $3,158,951 at
      December 31, 2001 and 2000, respectively)                                               503,069          3,454,742
   Investments in U.S. Treasury bills - at value (amortized cost $0 and
      $8,392,770 at December 31, 2001 and 2000, respectively)                                       -          8,392,770
   Investments in U.S. Treasury notes - at value (amortized cost $64,762,372 and
      $46,437,938 at December 31, 2001 and 2000, respectively)                             64,897,503         46,857,338
   Net unrealized appreciation on open contracts                                            6,988,849         31,633,896
                                                                                  -------------------   ----------------

         TOTAL EQUITY IN TRADING ACCOUNTS                                                  74,706,903         93,998,747

Investments in U.S. Treasury bills - at value (amortized cost $0 and $57,227,943
   at December 31, 2001 and 2000, respectively)                                                     -         57,227,943
Investments in U.S. Treasury notes - at value (amortized cost $70,636,200 and              70,964,778         15,455,662
   $15,328,548 at December 31, 2001 and 2000, respectively)
Money market fund                                                                           7,899,039         15,690,842
Accrued interest receivable                                                                 2,117,211            801,814
                                                                                  -------------------   ----------------

         TOTAL ASSETS                                                             $       155,687,931   $    183,175,008
                                                                                  ===================   ================

LIABILITIES AND PARTNERS' CAPITAL

Due to broker                                                                     $           856,715   $      5,466,616
Accrued expenses                                                                              370,200            417,975
Accrued brokerage commissions                                                                 377,590            444,999
Capital contributions received in advance                                                     502,186            196,398
                                                                                  -------------------   ----------------

         TOTAL LIABILITIES                                                                  2,106,691          6,525,988

Partners' capital                                                                         153,581,240        176,649,020
                                                                                  -------------------   ----------------

         TOTAL LIABILITIES AND PARTNERS' CAPITAL                                  $       155,687,931   $    183,175,008
                                                                                  ===================   ================
</Table>

         THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THIS PARTNERSHIP.

          See accompanying notes to statements of financial condition.

                                      -88-
<Page>

NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS
--------------------

1. ORGANIZATION OF THE PARTNERSHIP

          a.   Nestor Partners (the "Partnership") is a limited partnership
which was organized in 1976 under the New Jersey Uniform Limited Partnership
Act. The Limited Partnership Agreement was amended and restated as of October
30, 1997. The Partnership engages in the speculative trading of futures and
forward contracts. The instruments that are traded by the Partnership are
volatile and involve a high degree of market risk.

          b.   The General Partner of the Partnership is Millburn Ridgefield
Corporation. Principals, employees' and other affiliates of the General Partner
have invested in the Partnership as special limited partners.

          c.   The limited partners, special limited partners, New Profit memo
account and the General Partner share in the profits and losses of the
Partnership determined before brokerage commissions (see Note 2) and profit
share allocations on the basis of their proportionate interests of Partnership
capital (see Note 4). No limited partner or special limited partner shall be
liable for Partnership obligations in excess of their capital contribution plus
profits, if any.

          d.   The General Partner, subject to Commodity Futures Trading
Commission requirements, may (at its discretion) sell additional Limited
Partnership Interests to persons desiring to become limited partners.

          e.   The Partnership will terminate on October 31, 2017 or in the
event of certain other circumstances, as defined in the Limited Partnership
Agreement.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a.   INVESTMENTS

          Open futures and forward contracts are valued at market value. The
difference between cost and carrying value of investments is reflected as net
unrealized appreciation (depreciation). Realized gains (losses) and changes in
unrealized values on futures and forward contracts are recognized in the periods
in which the contracts are closed or the changes occur, and are included in net
gains (losses) on trading of futures and forward contracts.

          Investments in U.S. Treasury bills are valued at cost plus amortized
discount which approximates value. Investments in U.S. Treasury notes are valued
at market value. The Partnership amortizes premiums and accretes discounts on
U.S. Treasury notes using the Straight-line method, which approximates the
interest method. Such securities are normally on deposit with financial
institutions as collateral for performance of the Partnership's trading
obligations or held for safekeeping in a custody account.

          b.   FOREIGN CURRENCY TRANSLATION

          Assets and liabilities denominated in foreign currencies are
translated at quoted prices of such currencies. Purchases and sales of
investments are translated at the exchange rate prevailing when such
transactions occurred.

          c.   COMMISSIONS

          The Limited Partnership Agreement provides that the Partnership will
pay the General Partner brokerage commissions at a fixed rate of 0.542% per
month of net asset value (6.5% per annum) of limited partnership interests,
which amount is charged to the limited partners' capital accounts. The General
Partner retains the right to charge less than the annual brokerage rate of 6.5%
with respect to the capital accounts of the investors who either subscribe to
the Partnership without incurring a selling commission paid by the General
Partner or are affiliated with the General Partner. The General Partner bears
all commission and clearing charges due to third party brokers.

          d.   ADMINISTRATIVE EXPENSES

          The Partnership bears expenses, including periodic legal, accounting
and filing fees, up to an amount equal to 1/4 of 1% per annum of the average net
assets of the Partnership. The General Partner bears any excess over such
amounts. The Partnership will pay any taxes or extraordinary expenses applicable
to it.

                                      -89-
<Page>

NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
--------------------

          The Partnership paid approximately $470,000 to an affiliate of the
General Partner for legal and accounting services provided to the Partnership.

     e.   INCOME TAXES

     Income taxes have not been provided, as each partner is individually liable
for the taxes, if any, on their share of the Partnership's income and expenses.

     f.   ESTIMATES

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that may affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amount of
revenues and expenses during the period. Actual results could differ from those
estimates.

     g.   RIGHT OF OFFSET

     The customer agreements between the Partnership and brokers give the
Partnership the legal right to net unrealized gains and losses. Unrealized gains
and losses related to offsetting transactions with these brokers are reflected
on a net basis in the equity in trading accounts in the statements of financial
condition.

     h.   RECLASSIFICATIONS

     Certain amounts in the statement of financial condition at December 31,
2000 have been reclassified to conform to the presentation of the financial
statements for the year ended December 31, 2001.

3. GENERAL PARTNER'S DUTIES

     The Limited Partnership Agreement provides that, subject to certain
limitations, the General Partner shall conduct and manage the business of the
Partnership. The General Partner has the right to make all investment decisions
regarding the Partnership, authorize the payments of distributions to partners,
enter into customer agreements with brokers and take such other actions as it
deems necessary or desirable to manage the business of the Partnership.

4. GENERAL PARTNER'S PROFIT SHARE

     The Limited Partnership Agreement provides that a General Partner's profit
share equal to 20% of Trading Profits (as defined in the Limited Partnership
Agreement), at the end of each year is charged to the limited partners' capital
accounts. However, for limited partners' withdrawals during the year, the profit
share calculation shall be computed as though the withdrawal date were at year
end.

     Any profit share charged is added to the General Partner's capital account
to the extent net taxable capital gains are allocated to the General Partner,
and the remainder, if any, of such profit share is added to the New Profit memo
account. If, at the end of a subsequent year, net taxable gains are allocated to
the General Partner in excess of such year's profit share, a corresponding
amount is transferred from the New Profit memo account to the General Partner's
capital account.

5. TRADING ACTIVITIES

     All of the derivatives owned by the Partnership, including futures and
forwards, are held for trading purposes. The results of the Partnership's
trading activity are shown in the statements of operations. The fair value of
the derivative financial instruments, at December 31, 2001 and 2000 was
$6,988,849 and $31,633,896, respectively.

                                      -90-
<Page>

NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

--------------------

     At December 31, 2001 and 2000, net cash, treasury notes and treasury bills
aggregating $66,861,339 and $56,898,235, respectively, included in the
Partnership's equity in trading accounts were held in segregated accounts as
required by U.S. Commodity Futures Trading Commission regulations or by the
counterparty bank or broker. Such collateral can be sold or repledged by the
counterparties.

6. FINANCIAL HIGHLIGHTS

     Financial highlights for the year ended December 31, 2001 are as follows:

<Table>
<Caption>
                                                                         LIMITED         SPECIAL LIMITED
                                                                         PARTNERS           PARTNERS
     <S>                                                                 <C>                   <C>
     RATIOS TO AVERAGE NET ASSETS:

          Ratio to net investment income (loss)                             (0.19)%                 3.97%
                                                                        =========           ============

          Ratios of expenses(1):
          Expenses                                                           4.94%                  0.74%
          Profit share allocation                                            0.06%                  0.00%
                                                                        ---------           ------------
             RATIO OF TOTAL EXPENSES AND PROFIT SHARE
             ALLOCATION                                                      5.00%                  0.74%
                                                                        =========           ============

     TOTAL RETURN(2):

          Total return before profit share allocation                       (6.15)%                (2.30)%
          Profit share allocation                                           (0.02)%                 0.00%
                                                                        ---------           ------------
             TOTAL RETURN AFTER PROFIT SHARE ALLOCATION                     (6.17)%                (2.30)%
                                                                        =========           ============
</Table>

     (1) The ratios of expenses to average net assets are calculated for each
         common class taken as a whole. The computation of such ratios based on
         the amount of expenses and profit share allocation assessed to an
         individual partner's capital account may vary from these ratios based
         on the timing of capital transactions and differences in individual
         investor's commission fees and profit share amounts.

     (2) Total return is calculated for each common class taken as a whole. An
         individual investor's return may vary from these results based on the
         time of capital transactions and differences in individual investor's
         commission fees and profit share amounts.

7. DERIVATIVE FINANCIAL INSTRUMENTS

     The Partnership is party to derivative financial instruments in the normal
course of its business. These financial instruments include forwards and
futures, whose value is based upon an underlying asset, index, or reference
rate, and generally represent future commitments to exchange currencies or cash
flows, or to purchase or sell other financial instruments at specific terms at
specified future dates. These instruments may be traded on an exchange or
over-the-counter. Exchange traded instruments are standardized and include
futures. Each of these instruments is subject to various risks similar to those
related to the underlying financial instruments including market and credit
risk.

     Market risk is the potential change in the value of the financial
instruments traded by the Partnership due to market changes, including interest
and foreign exchange rate movements and fluctuations in futures or security
prices. Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded. The Partnership's
risk of loss due to market risk may exceed the related amounts presented in the
statements of financial condition.

                                      -91-
<Page>

NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
--------------------

     Credit risk is the possibility that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk is
reduced to the extent that an exchange or clearing organization acts as a
counterparty to futures transactions, since typically the collective credit of
the members of the exchange is pledged to support the financial integrity of the
exchange. In the case of over-the-counter transactions, the Partnership must
rely solely on the credit of the individual counterparties. The Partnership's
risk of loss in the event of counterparty default is typically limited to the
amounts recognized in the statements of financial condition, not to the contract
or notional amounts of the instruments.

     The Partnership has limited concentration risk as it executes trades and
maintains accounts with several brokers.

     The fair value of the Partnership's derivative financial instruments at
December 31, 2001 and 2000 is detailed below:

<Table>
<Caption>
                                                                        UNREALIZED APPRECIATION
                                                                     -----------------------------
                                                                         GROSS           NET
<S>                                                                  <C>             <C>
DECEMBER 31, 2001:
   Exchange traded                                                   $   2,619,521   $    (566,392)
   Non-exchange traded                                                  10,438,196       7,555,241
                                                                     -------------   -------------

                                                                     $  13,057,717   $   6,988,849
                                                                     =============   =============
DECEMBER 31, 2000:
   Exchange traded                                                   $  18,028,835   $  16,346,640
   Non-exchange traded                                                  17,230,988      15,287,256
                                                                     -------------   -------------

                                                                     $  35,259,823   $  31,633,896
                                                                     =============   =============
</Table>

8. WITHDRAWALS/REDEMPTIONS

     Subject to certain conditions, a partner may withdraw/redeem part or all of
his capital contribution and undistributed profits, if any, from the Partnership
as of the end of any month.

9. SUBSEQUENT EVENTS

     As of February 21, 2002, special limited partners made contributions and
withdrawals of approximately $140,000 and $1,000,000, respectively. Limited
partners made contributions and withdrawals of approximately $1,300,000 and
$4,700,000, respectively.

                                      -92-
<Page>

                           MILLBURN MCo PARTNERS L.P.
                        STATEMENT OF FINANCIAL CONDITION
                              AT SEPTEMBER 30, 2002
                                   (UNAUDITED)

<Table>
<S>                                                                             <C>
ASSETS

   Investments - at fair value (cost - $53,434,460)                             $   83,855,552
   Cash and cash equivalents                                                         9,683,941
   Receivables for investments sold                                                    352,016
                                                                                --------------

       TOTAL                                                                    $   93,891,509
                                                                                ==============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities - Capital contributions received in advance                         $       48,707

Partners' capital:
   General partner                                                                   4,789,846
   Limited partners                                                                 89,052,956
                                                                                --------------

        TOTAL PARTNERS' CAPITAL                                                     93,842,802
                                                                                --------------

TOTAL                                                                           $   93,891,509
                                                                                ==============
</Table>

         THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THIS PARTNERSHIP.

                 See notes to statement of financial condition.

                                      -93-
<Page>

MILLBURN MCo PARTNERS L.P.
NOTES TO STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
--------------------

1. ORGANIZATION

     Millburn MCo Partners L.P. (the "Partnership"), a general partnership
formed pursuant to the provisions of a General Partnership Agreement, commenced
operations on July 6, 1977. The Partnership converted to a Delaware Limited
Partnership on December 1, 1994. The objective of the Partnership is to achieve
capital appreciation of its assets from its trading activities and its
investments in a diversified portfolio of investment funds. Millburn Ridgefield
Corporation (the "General Partner") has agreed to maintain capital equal to 1%
of Partnership capital.

     The General Partner is a registered "commodity pool operator" and the
Partnership is exempt under Section 4.7 of the Commodity Futures Trading
Commission's general regulations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.   BASIS OF ACCOUNTING

     The Partnership maintains its accounting records on the accrual basis of
accounting and its financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America.
Management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements. Actual results
could differ from those estimates.

     b.   DISSOLUTION OF THE PARTNERSHIP

     The Partnership will terminate on December 31, 2021 or at an earlier date
by withdrawal, insolvency, bankruptcy or dissolution of the General Partner or
any event that shall make it unlawful for the existence of the Partnership to be
continued.

     c.   VALUATION OF SECURITIES

     Securities that are listed on a national securities exchange are valued at
their last sale price on the last business day of the period on the securities
exchange on which such securities are principally traded. If there are no sales
for such securities on the last business day of the period, then the securities
are valued at the mean of the bid and asked prices at the close of trading on
such date. Securities which are not listed on a securities exchange but for
which bid and asked prices are reported on the NASDAQ System are valued at the
last bid price (for long positions) and at the last asked price (for short
positions).

     d.   VALUATION OF LIMITED PARTNERSHIPS

     Investments in limited partnerships are reflected in the financial
statements at fair value which approximates the market value of the underlying
net assets.

     e.   INVESTMENT TRANSACTIONS

     Securities transactions are recorded on a trade date basis.

     f.   FOREIGN CURRENCY

     Investments and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollar amounts at the date of valuation.

     g.   INTERIM FINANCIAL STATEMENT

     In the opinion of management, the unaudited interim financial statement
reflects all adjustments, which were of a normal and recurring nature, necessary
for a fair presentation of financial position as of September 30, 2002.

                                      -94-
<Page>

MILLBURN MCo PARTNERS L.P.
NOTES TO STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
(CONTINUED)
--------------------

3. INVESTMENTS IN LIMITED PARTNERSHIPS

     The Partnership invests in a diversified portfolio of investment limited
partnerships and offshore investment funds (collectively, the "investment
funds"). These investments are subject to the terms of the respective limited
partnership agreements and private placement memoranda.

     The following table summarizes by investment objective the Partnership's
investments in investment funds at September 30, 2002. At September 30, 2002, no
single investment exceeded 10% of the Partnership's capital.

<Table>
<Caption>
                                                      PERCENTAGE OF          FAIR VALUE AT
                   INVESTMENT OBJECTIVE           PARTNERSHIP'S CAPITAL    SEPTEMBER 30, 2002
                <S>                                       <C>                 <C>
                Equities:
                  Long/short - U.S.                       36.0%               $  33,805,120
                  Long/short - International               4.7                    4,419,428
                                                        ------                -------------
                     TOTAL                                40.7                   38,224,548
                                                        ------                -------------
                Distressed                                10.7                   10,034,526
                Merger Arbitrage                           9.8                    9,214,141
                Fixed Income Arbitrage                     9.5                    8,838,658
                Global Macro                               7.9                    7,425,635
                Multi-Strategy                             5.7                    5,305,785
                Convertible Arbitrage                      5.1                    4,812,259
                                                        ------                -------------
                     TOTAL                                89.4%               $  83,855,552
                                                        ======                =============
</Table>

     Withdrawals from these investments are subject to the terms of the
respective partnership agreements and offering memoranda. Redemption frequency
from these investments ranges from monthly to an annual basis. Certain
investments have lock-up periods that provide for early withdrawal penalties.

4. PARTNERS' CAPITAL

     Any partner may withdraw from the Partnership at the end of a fiscal year,
by giving advance written notice to the General Partner seventy-five days prior
to withdrawal. Withdrawals other than at year end are at the discretion of the
General Partner. Partners may make contributions at the beginning of any month
with approval by the General Partner.

     On January 2, 2002, the Partnership distributed cash and certain
investments to a newly formed limited liability company, Millburn Equity
Partners LLC (the "LLC"). Partners in the Partnership at December 31, 2001 were
assigned an ownership interest in the LLC, equal to their percentage ownership
in the Partnership at December 31, 2001, adjusted for capital withdrawals
payable as of year-end. The Partnership has no economic or ownership interest in
the LLC. The cash and investments transferred to the LLC had a fair value of
$25,077,037 at December 31, 2001.

5. DERIVATIVE FINANCIAL INSTRUMENTS

     In the normal course of business, the Partnership, and the investment funds
it invests in, trade various financial instruments and enter into various
financial transactions for speculative purposes and to attempt to reduce their
market risk in connection with their normal proprietary trading activities.
These transactions have market risk and credit risk.

     Market risk is the potential adverse change in value caused by unfavorable
movements in interest rates, foreign exchange rates, or market prices of other
financial instruments. In certain cases, the Partnership may use derivative
financial instruments to hedge the market value of other positions. The notional
or contractual amount of

                                      -95-
<Page>

MILLBURN MCo PARTNERS L.P.
NOTES TO STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
(CONTINUED)
--------------------

derivative financial instruments provides only a measure of the involvement in
these types of transactions and does not represent the amounts subject to market
risk or credit risk.

     Credit risk arises from the failure of the counterparty to perform
according to the terms of the contract. The Partnership's exposure to credit
risk is limited to those contracts in which it currently has a gain outstanding
reduced by such gains received in cash from the daily mark to market mechanism
on exchange traded futures. The counterparties are generally major brokerage
firms and banks located primarily in the United States.

     The Partnership had indirect exposure to market and credit risk from
derivative financial instruments based on its holdings in various investment
funds that trade derivative financial instruments.

                                      -96-
<Page>

                          INDEPENDENT AUDITORS' REPORT

The Partners of Millburn MCo Partners L.P.:

We have audited the accompanying statement of financial condition, including the
condensed schedule of investments, of Millburn MCo Partners L.P. (the
"Partnership") as of December 31, 2001, and the related statements of operations
and preferred profit allocation, changes in partners' capital and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such financial statements referred to above present fairly, in
all material respects, the financial position of Millburn MCo Partners L.P. at
December 31, 2001, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.


Deloitte & Touche LLP
New York, New York
May 15, 2002

                                      -97-
<Page>

                           MILLBURN MCo PARTNERS L.P.
                        STATEMENT OF FINANCIAL CONDITION
                              AT DECEMBER 31, 2001

<Table>
<S>                                                                             <C>
ASSETS

   Investments - at fair value (cost - $55,787,136)                             $  98,911,445
   Cash and cash equivalents                                                       11,484,496
   Due from broker                                                                    144,562
   Receivable for investments sold                                                 25,106,335
                                                                                -------------

       TOTAL                                                                    $ 135,646,838
                                                                                =============

 LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
   Capital withdrawals payable                                                  $  13,020,334
   Capital contributions received in advance                                        2,000,000
                                                                                -------------

         TOTAL LIABILITIES                                                      $  15,020,334
                                                                                =============

Partners' capital:
   General partner                                                                  6,150,303
   Limited partners                                                               114,476,211

         TOTAL PARTNERS' CAPITAL                                                  120,626,514
                                                                                -------------

TOTAL                                                                           $ 135,646,848
                                                                                =============
</Table>

                       See notes to financial statements.

                                      -98-
<Page>

MILLBURN MCo PARTNERS L.P.
STATEMENT OF OPERATIONS AND PREFERRED PROFIT ALLOCATION
YEAR ENDED DECEMBER 31, 2001
--------------------

<Table>
          <S>                                                                   <C>
          INVESTMENT INCOME:

             Dividends                                                          $       136,206
             Interest                                                                   279,888
                                                                                ---------------

                   TOTAL INCOME                                                         416,094
                                                                                ---------------
          EXPENSES:
             Management fees                                                            131,517
             Administration                                                             327,438
             Interest                                                                    10,524
             Foreign tax expense                                                            719
                                                                                ---------------

                   TOTAL EXPENSES                                                       470,198
                                                                                ---------------

             NET INVESTMENT LOSS                                                        (54,104)
                                                                                ---------------

          REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
             Net realized gain on investments                                        22,916,689
             Net change in unrealized appreciation of investments                   (18,245,355)
                                                                                ---------------

                   NET GAIN ON INVESTMENTS                                            4,671,334
                                                                                ---------------

             NET INCOME                                                               4,617,230

             Less preferred profit allocation to General Partner                        519,715
                                                                                ---------------

                 NET INCOME FOR PRO RATA ALLOCATION TO PARTNERS                 $     4,097,515
                                                                                ===============
</Table>

                       See notes to financial statements.

                                      -99-
<Page>

MILLBURN MCo PARTNERS L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 2001
--------------------

<Table>
<Caption>
                                                               GENERAL             LIMITED
                                                               PARTNER             PARTNERS               TOTAL
<S>                                                            <C>                 <C>                 <C>
Partners' capital - Beginning of Year                          $  5,871,747        $ 126,599,563       $ 132,471,310

  Contributions                                                     327,438
                                                                                         630,172             957,610
  Withdrawals                                                      (800,000)         (16,619,636)        (17,419,636)
  Allocation of net income:
    Preferred profit allocation                                     519,715                    -             519,715
    Pro rata allocation                                             231,403            3,866,112           4,097,515
                                                               ------------        -------------       -------------

Partners' capital - End of year                                $  6,150,303        $ 114,476,211       $ 120,626,514
                                                               ============        =============       =============
</Table>

                       See notes to financial statements.

                                     -100-
<Page>

MILLBURN MCo PARTNERS L.P.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2001
--------------------

<Table>
<S>                                                                              <C>
Cash flows from operating activities:
  Net income                                                                     $  4,617,230
  Adjustments to reconcile net income to net cash provided by
    operating activities:
    Net change in unrealized appreciation of investments                           18,245,355
    Net realized gains on investments                                             (22,916,689)
    Purchase of investments                                                       (23,447,697)
    Proceeds from sale of investments                                              52,082,221
    Increase in due from broker                                                      (142,462)
    Increase in receivable for investments sold                                   (17,077,415)
    Decrease in due to brokers
                                                                                     (557,905)
                                                                                 ------------

           Net cash provided by operating activities                               10,802,638
                                                                                 ------------

Cash flows from financing activities:
  Capital contributions                                                             2,957,610
  Capital withdrawals (including $4,432,429 accrued in 2000)                       (8,831,731)
                                                                                 ------------

           Net cash used in financing activities                                   (5,874,121)
                                                                                 ------------

Net increase in cash and cash equivalents                                           4,928,517

Cash and cash equivalents, beginning of year                                        6,555,979
                                                                                 ------------

Cash and cash equivalents, end of year                                           $ 11,484,496
                                                                                 ============

Supplemental disclosure of cash flow information -
  Cash paid during the year for interest                                         $     10,524
                                                                                 ============

Supplemental disclosure of noncash financing activity -
  Capital withdrawals accrued but not paid at December 31, 2001                  $ 13,020,334
                                                                                 ============
</Table>

                       See notes to financial statements.

                                     -101-
<Page>

MILLBURN MCo PARTNERS L.P.
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001
--------------------

<Table>
<Caption>
                                                                                 % OF
                                                                  VALUE        NET ASSETS
<S>                                                            <C>                <C>
Common Stock (14.89%)

  UNITED STATES (14.27%)
    Advertising Services                                       $     29,423       0.02%
    Aerospace/Defense                                               369,307       0.31%
    Apparel Manufacturers                                           175,873       0.15%
    Auto Truck Parts                                                568,474       0.47%
    Batteries/Battery Systems                                        44,482       0.04%
    Beverages                                                        69,000       0.06%
    Broadcast Services/Programming                                  435,625       0.36%
    Building-Heavy Construction                                     149,100       0.12%
    Building Mobil Homes                                            355,490       0.30%
    Building - Maintenance and Service                              100,000       0.08%
    Cable and Television                                            328,588       0.27%
    Chemicals                                                       784,860       0.65%
    Coating/Paint                                                   157,438       0.13%
    Computers - Integrated Services                                  73,720       0.06%
    Containers - Metal/Glass                                         65,900       0.05%
    Diversified Manufacturing                                       213,012       0.18%
    Electric Products Misc.                                         196,900       0.16%
    Electric Integrated                                             172,700       0.14%
    Electronic Components                                            15,900       0.01%
    Electronic Connectors                                            84,600       0.07%
    Filtration Products                                             177,520       0.15%
    Finance - Credit Card                                            71,380       0.06%
    Finance - Investment                                          2,716,480       2.25%
    Finance - Other Services                                            121       0.00%
    Financial Guarantee                                             342,526       0.29%
    Forestry                                                        274,000       0.23%
    Hotels and Motels                                                47,130       0.04%
    Instruments - Controls                                          236,500       0.20%
    Insurance  -  MultiLine                                         377,788       0.32%
    Insurance  -  Property/Casualty Insurance                     1,217,376       1.01%
    Machinery - General Industry                                    129,375       0.11%
    Machinery - Materials                                           215,802       0.18%
    Machinery - Pumps                                               129,830       0.11%
    Medical - Drugs                                                 122,640       0.10%
    Medical - HMO                                                   541,742       0.45%
    Medical - Biomedical                                             89,179       0.07%
</Table>

                                                                     (continued)

                                     -102-
<Page>

MILLBURN MCo PARTNERS L.P.
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001
(CONTINUED)
--------------------

<Table>
<Caption>
                                                                                 % OF
                                                                  VALUE        NET ASSETS
  <S>                                                          <C>                <C>
    Metal Processors & Fabrication                             $     98,350       0.08%
    Multimedia                                                    1,027,094       0.85%
    Networking Products                                             613,562       0.51%
    Oil & Gas Drilling                                              945,654       0.78%
    Oil Company Integrated                                          208,500       0.17%
    Power Conversion                                                 11,700       0.01%
    Publishing - Newspapers                                         254,200       0.21%
    Real Estate Operator Developer                                  102,320       0.08%
    Resorts Theme Parks                                             296,504       0.25%
    Retail - Catalog Shopping                                        26,600       0.02%
    Retail - Department Stores                                      148,500       0.12%
    Retail - Restaurants                                            171,488       0.14%
    Retail - Apparel                                                505,091       0.42%
    Semiconductors                                                  119,950       0.10%
    Steel Products                                                    4,620       0.00%
    Telecom - Cellular Telecom                                      107,566       0.09%
    Telecom - Wireless Equipment                                    185,025       0.15%
    Telecom Services                                                115,396       0.10%
    Telephone - Integrated                                          677,554       0.56%
    Transport - Air Freight                                         345,565       0.29%
    Transport - Equipment                                            65,040       0.05%
    Waste Disposal                                                  106,000       0.09%
                                                               ------------

      Total United States (cost $10,225,021)                     17,216,060
                                                               ------------

  CANADA (0.28%)
    Oil & Gas Drilling                                              211,724       0.18%
    Telecom - Cellular Telecom                                      120,900       0.10%
                                                               ------------

      Total Canada (cost $326,319)                                  332,624
                                                               ------------

  EASTERN EUROPE (0.00%)
    Diversified Operations (cost $3,000)                              4,230       0.00%
                                                               ------------

  GERMANY (0.10%)
    Telephone - Integrated (cost $181,302)                          123,978       0.10%
                                                               ------------

  JAPAN (0.17%)
    Insurance Property/Casualty (cost $257,710)                     204,350       0.17%
                                                               ------------
</Table>

                                                                     (continued)

                                     -103-
<Page>

MILLBURN MCo PARTNERS L.P.
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001
(CONTINUED)
--------------------

<Table>
<Caption>
                                                                                 % OF
                                                                  VALUE        NET ASSETS
<S>                                                            <C>               <C>
  United Kingdom (0.07%)
    Beverages                                                  $     69,405       0.06%
      Telecom Services                                               14,810       0.01%
        Total United Kingdom (cost $87,633)                          84,215
                                                               ------------

        Total common stock (cost $11,080,985)                    17,965,457
                                                               ------------

Preferred Stock
  AUSTRALIA (0.55%)
    Multimedia (cost $191,376)                                      661,500       0.55%
                                                               ------------

Bonds
  UNITED STATES (0.21%)
    Building and Construction Materials (cost $212,423)             248,800       0.21%
                                                               ------------

Investments in limited partnerships
  and offshore investment funds (66.35%)
    Convertible Arbitrage                                         4,970,484       4.12%
    Distressed                                                    7,406,863       6.14%
    Fixed Income Arbitrage                                        7,026,026       5.82%
    Global Macro                                                  9,751,322       8.08%
    International Equities                                        3,232,426       2.68%
    Long/Short Equities
       Lone Redwood, LP                                           6,092,484       5.05%
       Other                                                     25,157,602      20.86%
                                                               ------------

       Total Long/Short Equities                                 31,250,086
                                                               ------------

    Merger Arbitrage                                             10,875,925       9.02%
    Multi-Strategy                                                5,522,566       4.58%
                                                               ------------

Total investments in limited partnerships
  and offshore investment funds (cost $44,302,352)               80,035,698
                                                               ------------

Total (cost $55,787,136)                                       $ 98,911,455
                                                               ============
</Table>

                                                                     (concluded)

                       See notes to financial statements.

                                     -104-
<Page>

MILLBURN MCo PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001
--------------------

1. ORGANIZATION

     Millburn MCo Partners L.P. (the "Partnership"), a general partnership
formed pursuant to the provisions of a General Partnership Agreement, commenced
operations on July 6, 1977. The Partnership converted to a Delaware Limited
Partnership on December 1, 1994. The objective of the Partnership is to achieve
capital appreciation of its assets from its trading activities and its
investments in a diversified portfolio of investment funds and managed accounts.
Millburn Ridgefield Corporation (the "General Partner") has agreed to maintain
capital equal to 1% of Partnership capital. The General Partner is a registered
"commodity pool operator" and the Partnership is exempt under Section 4.7 of the
Commodity Futures Trading Commission's general regulations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.   BASIS OF ACCOUNTING

     The Partnership maintains its accounting records on the accrual basis of
accounting and its financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America.
Management is required to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses, as well as the
disclosure of contingent assets and liabilities at the date of the financial
statements and during the reporting period. However, actual results could differ
from those estimates.

     b.   ISSOLUTION OF THE PARTNERSHIP

     The Partnership will terminate on December 31, 2021 or at an earlier date
by withdrawal, insolvency, bankruptcy or dissolution of the General Partner or
any event that shall make it unlawful for the existence of the Partnership to be
continued.

     c.   ALLOCATION OF PARTNERSHIP PROFITS AND LOSSES

     Profits and losses of the Partnership are allocated to partners in
proportion to their respective interests in the Partnership, except for the
preferred profit allocation to the General Partner.

     d.   VALUATION OF SECURITIES

     Securities that are listed on a national securities exchange are valued at
their last sale price on the last business day of the period on the securities
exchange on which such securities are principally traded. If there are no sales
for such securities on the last business day of the period, then the securities
are valued at the mean of the bid and asked prices at the close of trading on
such date. Securities which are not listed on a securities exchange but for
which bid and asked prices are reported on the NASDAQ System are valued at the
last bid price (for long positions) and at the last asked price (for short
positions).

     e.   VALUATION OF LIMITED PARTNERSHIPS

     Investments in limited partnerships are reflected in the financial
statements at fair value which approximates the market value of the underlying
net assets. The resulting difference between cost and fair value is reflected in
net change in unrealized appreciation of investments.

     f.   INVESTMENT TRANSACTIONS

     Securities transactions are recorded on a trade date basis. Dividend income
is recognized on the ex-dividend date and interest income is recognized on an
accrual basis. Discounts and premiums on debt securities purchased are amortized
over the life of the respective securities.

     From time to time, the Partnership enters into transactions in futures
contracts that are used for hedging and non-hedging purposes. Contracts that
trade on an exchange are valued at market value. Realized and unrealized changes
in fair values are recognized in the Statement of Operations and Preferred
Profit Allocation. The Partnership did not trade any futures contracts during
2001.

                                     -105-
<Page>

MILLBURN MCo PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001
(CONTINUED)
--------------------

     g.   FOREIGN CURRENCY

     Investments and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollar amounts at the date of valuation.
Purchases and sales of investments and income and expense items denominated in
foreign currencies are translated into U.S. dollar amounts on the respective
dates of such transactions.

     The Partnership does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates. Such fluctuations are included
in the net realized and unrealized gain or loss on investments.

     h.   OPERATING EXPENSES

     The Partnership pays all operating and administrative expenses provided
that these expenses will not be assessed against any Partner's capital account
in excess of .25 of 1% per annum of the average month-end Net Assets in each
Partner's capital account. The General Partner will pay any additional operating
and administrative expenses.

     i.   CASH FLOW

     For purposes of cash flow reporting, the Partnership considers short-term
investments with a maturity of three months or less to be cash equivalents.

     j.   INCOME TAXES

     The Partnership is not subject to Federal and state income taxes, therefore
a provision for income taxes has not been recorded in the financial statements.
The partners include their representative share of taxable Partnership profits
or losses in their individual tax returns.

3. INVESTMENTS IN LIMITED PARTNERSHIPS AND MANAGED ACCOUNTS

     The Partnership invests in a diversified portfolio of investment limited
partnerships, offshore investment funds and managed accounts (collectively, the
"investment funds"). These investments are subject to the terms of the
respective limited partnership agreements, private placement memoranda and
managed account agreements.

     Income and loss from investments is net of the Partnership's proportionate
share of fees and expenses incurred or charged by these funds. During 2001,
management fees charged by these investment funds ranged from zero to two
percent of net assets annually, and performance based fees ranged from zero to
twenty percent of net profits earned annually.

     The following table summarizes by investment objective the Partnership's
investments in investment funds at December 31, 2001. At December 31, 2001, no
single investment exceeded 10% of the Partnership's capital.

<Table>
<Caption>

                                                                                                      FEES
   INVESTMENT OBJECTIVE          PERCENTAGE OF         FAIR VALUE AT      2001 INCOME     ----------------------------
                             PARTNERSHIP'S CAPITAL   DECEMBER 31, 2001      (LOSS)          MANAGEMENT     INCENTIVE
<S>                                  <C>               <C>               <C>              <C>             <C>
Equities:
Long/short                           25.9%             $  31,250,086     $ (2,744,628)    $     451,593   $    761,251
Long biased                          15.7                 18,875,756          761,841           131,517              -
International                         2.7                  3,232,426         (790,588)                -              -
                                  -------              -------------     ------------     -------------   ------------
   TOTAL                             44.3                 53,358,268       (2,773,375)          583,110        761,251
                                  -------              -------------     ------------     -------------   ------------
Merger Arbitrage                      9.0                 10,875,925          679,991           121,865        152,048
Global Macro                          8.1                  9,751,322        4,354,579           160,574      1,067,078
Distressed                            6.1                  7,406,863          827,275           129,647        260,454
Fixed Income Arbitrage                5.8                  7,026,026          810,793           100,544        291,104
Multi-Strategy                        4.6                  5,522,566          303,580           111,304         98,373
Convertible Arbitrage                 4.1                  4,970,485          468,491            61,037        117,124
                                  -------              -------------     ------------     -------------   ------------
  TOTAL                              82.0%             $  98,911,455     $  4,671,334     $   1,268,081   $  2,742,432
                                  =======              =============     ============     =============   ============
</Table>

                                     -106-
<Page>

MILLBURN MCo PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001
(CONTINUED)
--------------------

     Withdrawals from these investments are subject to the terms of the
respective partnership, offering memoranda or managed account agreements.
Redemption frequency from these investments ranges from daily to an annual
basis. Certain investments have lock-up periods that provide for early
withdrawal penalties.

4. PARTNERS' CAPITAL

     As of the end of each calendar month, the change in the Net Asset Value of
the Partnership from the first business day of such month shall be allocated pro
rata among the Partners based on the respective balance in each Partner's
capital account, except for the preferred profit allocation to the General
Partner.

     The General Partner shall receive a monthly preferred profit allocation
equal to 1/12 of 1% of the Net Asset Value of each limited partners capital
account, not affiliated with the General Partner, at the end of each calendar
month, after reduction for all expenses accrued but without reduction for any
withdrawals as of each such date.

     The monthly preferred profit allocation shall be deducted from the
respective capital accounts of the Limited Partners and shall be pro rated for
partial months. The General Partner may waive, in the case of the capital
accounts of certain affiliated limited partners, all or a portion of its
preferred profit allocation.

     Any partner may withdraw from the Partnership at the end of a fiscal year,
by giving advance written notice to the General Partner seventy-five days prior
to withdrawal. Withdrawals other than at year end are at the discretion of the
General Partner. Partners may make contributions at the beginning of any month
with approval by the General Partner.

5. DERIVATIVE FINANCIAL INSTRUMENTS

In the normal course of business, the Partnership, and the investment funds it
invests in, trade various financial instruments and enter into various financial
transactions for speculative purposes and to attempt to reduce their market risk
in connection with their normal proprietary trading activities. These
transactions have market risk and credit risk.

     Market risk is the potential adverse change in value caused by unfavorable
movements in interest rates, foreign exchange rates, or market prices of other
financial instruments. In certain cases, the Partnership may use derivative
financial instruments to hedge the market value of other positions. The notional
or contractual amount of derivative financial instruments provides only a
measure of the involvement in these types of transactions and does not represent
the amounts subject to market risk or credit risk. Credit risk arises from the
failure of the counterparty to perform according to the terms of the contract.
The Partnership's exposure to credit risk is limited to those contracts in which
it currently has a gain outstanding reduced by such gains received in cash from
the daily mark to market mechanism on exchange traded futures. The
counterparties are generally major brokerage firms and banks located primarily
in the United States.

     The Partnership had indirect exposure to market and credit risk from
derivative financial instruments based on its holdings in various investment
funds that trade derivative financial instruments. The Partnership's potential
loss in all cases is limited to the capital invested in these investment funds.

                                     -107-
<Page>

MILLBURN MCo PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001
(CONTINUED)
--------------------

6. FINANCIAL HIGHLIGHTS

     The revised Audit and Accounting Guide, AUDITS OF INVESTMENT COMPANIES (the
"Revised Guide"), requires disclosure of an investment partnership's return, as
well as ratios of expenses and net investment income to average net assets. The
Partnership has adopted the disclosures required by the Revised Guide. The
following are the financial highlights of the Partnership for the year ended
December 31, 2001:

<Table>
<Caption>
                                                                                Limited Partners
         <S>                                                                           <C>
         Total return, before preferred profit allocation(1)(3)                         3.6%
         Less preferred profit allocation                                              (0.4%)
                                                                                       ----
         Total return, after preferred profit allocation(1)(3)                          3.2%
                                                                                       ====

         Ratios to average net assets:
             Ratio of net investment loss(2)(4)                                         0.0%
                                                                                       ====
             Expense ratio:(2)(4)
                 Expenses (including interest expense)                                  0.4%
                 Preferred profit allocation                                            0.4%
                                                                                       ----
                 Total expenses and preferred profit allocation                         0.8%
                                                                                       ====

</Table>

     (1) The total return is calculated for the limited partners taken as a
whole. Total return is measured by comparing the ending capital value of the
limited partners to the beginning capital value of such limited partners
adjusted for cash flows related to capital contributions or redemptions during
the period. Returns are geometrically linked based on the timing of cash flow
transactions during the period. An individual investor's return may vary from
these returns based on timing of capital transactions and differences in
preferred profit allocation arrangements.

     (2) The ratios of net investment loss and expenses and preferred profit
allocation to average net assets are calculated based on the monthly average of
total limited partners' capital. The computation of such ratios based on the
amount of net investment loss and expenses assessed to an individual partner's
capital account may vary from these ratios based on the timing of capital
transactions. The ratio of expenses and preferred profit allocation to average
net assets for each partner may also vary based on differences in preferred
profit allocation arrangements. The ratio of net investment loss to average net
assets has not been adjusted to reflect the effect of the preferred profit
allocation.

     (3) The total return is net of the incentive fees charged by the investment
funds the Partnership invests in.

     (4) The ratios of net investment loss and expenses to average net assets
have not been adjusted for the Partnership's proportionate share of investment
income earned, and expenses and incentive fees charged or incurred by the
investment funds the Partnership invests in.

7. SUBSEQUENT EVENTS

     On January 2, 2002, the Partnership distributed cash and certain
investments to a newly formed limited liability company, Millburn Equity
Partners LLC (the "LLC"). Partners in the Partnership at December 31, 2001 were
assigned an ownership interest in the LLC, equal to their percentage ownership
in the Partnership at December 31, 2001, adjusted for capital withdrawals
payable as of year-end. The Partnership has no economic or ownership interest in
the LLC. The cash and investments transferred to the LLC had a fair value of
$25,077,037 at December 31, 2001.

     The Partnership had contributions of approximately $2,640,000 in the first
quarter of 2002.

                                     -108-
<Page>

                                                                       EXHIBIT A


                               GLOBAL MACRO TRUST


                              AMENDED AND RESTATED

                    DECLARATION OF TRUST AND TRUST AGREEMENT

                            DATED AS OF APRIL 1, 2002

II- PAGE
<Page>

                               GLOBAL MACRO TRUST

                              AMENDED AND RESTATED

                    DECLARATION OF TRUST AND TRUST AGREEMENT

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                           Page
                                                                                           ----
<S>                                                                                          <C>
1.    Declaration of Trust....................................................................1
2.    The Trustee.............................................................................1
      (a)      TERM; RESIGNATION..............................................................1
      (b)      POWERS.........................................................................2
      (c)      COMPENSATION AND EXPENSES OF THE TRUSTEE.......................................2
      (d)      INDEMNIFICATION................................................................2
      (e)      SUCCESSOR TRUSTEE..............................................................2
      (f)      LIABILITY OF THE TRUSTEE.......................................................3
      (g)      RELIANCE BY THE TRUSTEE AND THE MANAGING OWNER; ADVICE OF COUNSEL..............3
      (h)      NOT PART OF TRUST ESTATE.......................................................4
3.    Principal Office........................................................................4
4.    Business................................................................................4
5.    Term, Dissolution, Fiscal Year and Net Asset Value......................................4
      (a)      TERM...........................................................................4
      (b)      DISSOLUTION....................................................................5
      (c)      FISCAL YEAR....................................................................5
      (d)      NET ASSET VALUE................................................................5
6.    Net Worth of Managing Owner.............................................................5
7.    Capital Contributions; Units; Managing Owner's Liability................................6
      (a)      TYPES OF BENEFICIAL INTERESTS..................................................6
      (b)      MANAGING OWNER'S LIABILITY.....................................................6
      (c)      NO CERTIFICATES................................................................6
      (d)      UNITHOLDER CONSENT.............................................................6
8.    Allocation of Profits and Losses........................................................6
      (a)      CAPITAL ACCOUNTS AND ALLOCATIONS...............................................6
      (b)      ALLOCATION OF PROFIT AND LOSS FOR FEDERAL INCOME TAX PURPOSES..................8
      (c)      PROFIT SHARE; NEW PROFITS MEMO ACCOUNT........................................10
      (d)      EXPENSES; INTEREST INCOME.....................................................10
      (e)      LIMITED LIABILITY OF UNITHOLDERS..............................................11
      (f)      RETURN OF CAPITAL CONTRIBUTIONS...............................................12
9.    Management of the Trust................................................................12
      (a)      AUTHORITY OF THE MANAGING OWNER...............................................12
      (b)      NOTIFICATION OF BASIC CHANGES.................................................12
      (c)      CERTAIN AGREEMENTS............................................................12
      (d)      FIDUCIARY DUTIES..............................................................12
      (e)      BROKERAGE ARRANGEMENTS........................................................13
      (f)      PROHIBITED ACTIVITIES.........................................................13
      (g)      FREEDOM OF ACTION.............................................................13
10.   Audits and Reports to Unitholders......................................................13
11.   Assignability of Units.................................................................14
12.   Redemptions............................................................................15
13.   Offering of Units......................................................................16
14.   Special Power of Attorney..............................................................17
15.   Withdrawal of a Unitholder.............................................................17
16.   Benefit Plan Investors.................................................................18
</Table>

                                       -i-
<Page>

<Table>
<S>                                                                                       <C>
17.   Standard of Liability; Indemnification.................................................18
      (a)      STANDARD OF LIABILITY FOR THE MANAGING OWNER..................................18
      (b)      INDEMNIFICATION OF THE MANAGING OWNER BY THE TRUST............................18
      (c)      INDEMNIFICATION BY THE UNITHOLDERS............................................19
18.   Amendments; Meetings...................................................................19
      (a)      AMENDMENTS WITH CONSENT OF THE MANAGING OWNER.................................19
      (b)      AMENDMENTS AND ACTIONS WITHOUT CONSENT OF THE MANAGING OWNER..................20
      (c)      MEETINGS; OTHER...............................................................20
      (d)      CONSENT BY TRUSTEE............................................................20
19.   Governing Law..........................................................................21
20.   Miscellaneous..........................................................................21
      (a)      NOTICES.......................................................................21
      (b)      BINDING EFFECT................................................................21
      (c)      CAPTIONS......................................................................21
21.   Certain Definitions....................................................................21
22.   No Legal Title to Trust Estate.........................................................23
23.   Legal Title............................................................................23
24.   Creditors..............................................................................23


      Testimonium
      Signatures

      Schedule A - Certificate of Trust...................................................TA-25

      Annex - Request for Redemption.......................................................RR-1
</Table>

                                      -ii-
<Page>

                               GLOBAL MACRO TRUST

                              AMENDED AND RESTATED
                    DECLARATION OF TRUST AND TRUST AGREEMENT

          This AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
("Declaration of Trust") of GLOBAL MACRO TRUST (the "Trust") is made and entered
into as of this 1st day of April, 2002 by and among MILLBURN RIDGEFIELD
CORPORATION, a Delaware corporation, as managing owner (the "Managing Owner"),
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the
"Trustee"), and each other party who shall execute a counterpart of this
Declaration of Trust as an owner of a unit ("Unit") of beneficial interest of
the Trust or who becomes a party to this Declaration of Trust as a Unitholder by
execution of a Subscription Agreement and Power of Attorney Signature Page or
otherwise and who is shown in the books and records of the Trust as a Unitholder
(individually, a "Unitholder" and, collectively, the "Unitholders").

                              W I T N E S S E T H:

          WHEREAS, the parties hereto desire to continue the Trust for the
business and purpose of issuing Units, the capital of which shall be used to
engage in speculative trading, buying, selling or otherwise acquiring, holding
or disposing of futures and forward contracts on currencies, interest rate,
energy and agricultural products, metals and stock indices, hybrid instruments,
swaps, any rights pertaining thereto and any options thereon or on physical
commodities, with the objective of capital appreciation through speculative
trading, and to amend and restate the original Declaration of Trust and Trust
Agreement of the Trust in its entirety.

          NOW THEREFORE, the parties hereto agree as follows:

          2.      DECLARATION OF TRUST.

          The Trustee hereby declares the investments in the Trust shall be held
in trust upon and subject to the conditions set forth herein for the use and
benefit of the Unitholders. It is the intention of the parties hereto that the
Trust shall be a business trust under the Act, and that this Declaration of
Trust shall constitute the governing instrument of the Trust. The Trustee has
filed the Certificate of Trust required by Section 3810 of the Delaware Business
Trust Act, 12 DEL. C. SECTION 3801, et seq., as amended from time to time (the
"Act").

          Nothing in this Declaration of Trust shall be construed to make the
Unitholders partners or members of a joint stock association except to the
extent that such Unitholders, as constituted from time to time, are deemed to be
partners under the Internal Revenue Code of 1986, as amended (the "Code"), and
applicable state and local tax laws. Notwithstanding the foregoing, it is the
intention of the parties hereto that the Trust be treated as a partnership for
purposes of taxation under the Code and applicable state and local tax laws.
Effective as of the date hereof, the Trustee shall have all of the rights,
powers and duties set forth herein and in the Act with respect to accomplishing
the purposes of the Trust.

          3.      THE TRUSTEE.

          (a)     TERM; RESIGNATION. (i) Wilmington Trust Company has been
appointed and has agreed to serve as the Trustee of the Trust. The Trust shall
have only one trustee unless otherwise determined by the Managing Owner. The
Trustee shall serve until such time as the Managing Owner removes the Trustee or
the Trustee resigns and a successor Trustee is appointed by the Managing Owner
in accordance with the terms of Section 2(e) hereof.

          (ii)    The Trustee may resign at any time upon the giving of at least
sixty (60) days' advance written notice to the Managing Owner; provided, that
such resignation shall not become effective unless and until a successor Trustee
shall have been appointed by the Managing Owner in accordance with Section 2(e)
hereof. If the

                                      TA-1
<Page>

Managing Owner does not act within such sixty (60) day period, the Trustee may
apply to the Court of Chancery of the State of Delaware for the appointment of a
successor Trustee.

          (b)     POWERS. Except to the extent expressly set forth in this
Section 2, the duty and authority of the Trustee to manage the business and
affairs of the Trust are hereby delegated to the Managing Owner. The Trustee
shall have only the rights, obligations or liabilities specifically provided for
herein and in the Act and shall have no implied rights, obligations or
liabilities with respect to the business or affairs of the Trust. The Trustee
shall have the power and authority to execute, deliver, acknowledge and file all
necessary documents, including any amendments to or cancellation of the
Certificate of Trust, and to maintain all necessary records of the Trust as
required by the Act. The Trustee shall provide prompt notice to the Managing
Owner of its performance of any of the foregoing. The Managing Owner shall keep
the Trustee informed of any actions taken by the Managing Owner with respect to
the Trust that affect the rights, obligations or liabilities of the Trustee
hereunder or under the Act.

          (c)     COMPENSATION AND EXPENSES OF THE TRUSTEE. The Trustee shall be
entitled to receive from the Trust or, if the assets of the Trust are
insufficient, from the Managing Owner reasonable compensation for its services
hereunder in accordance with a separate fee agreement between the Managing Owner
and the Trustee, and shall be entitled to be reimbursed by the Trust or, if the
assets of the Trust are insufficient, by the Managing Owner for reasonable
out-of-pocket expenses incurred by the Trustee in the performance of its duties
hereunder, including without limitation, the reasonable compensation,
out-of-pocket expenses and disbursements of counsel and such other agents as the
Trustee may employ in connection with the exercise and performance of its rights
and duties hereunder, to the extent attributable to the Trust.

          (d)     INDEMNIFICATION. The Managing Owner agrees, whether or not any
of the transactions contemplated hereby shall be consummated, to assume
liability for, and does hereby indemnify, protect, save and keep harmless the
Trustee and its successors, assigns, legal representatives, officers, directors,
agents, employees and servants (the "Indemnified Parties") from and against any
and all liabilities, obligations, losses, damages, penalties, taxes (excluding
any taxes payable by the Trustee on or measured by any compensation received by
the Trustee for its services hereunder or as indemnity payments pursuant to this
Section 2(d)), claims, actions, suits, costs, expenses or disbursements
(including legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses"), which may be imposed on, incurred by or asserted
against the Indemnified Parties in any way relating to or arising out of the
formation, operation or termination of the Trust, the execution, delivery and
performance of any other agreements to which the Trust is a party or the action
or inaction of the Trustee hereunder or thereunder, except for Expenses
resulting from the gross negligence or willful misconduct of the Indemnified
Parties. The indemnities contained in this Section 2(d) shall survive the
termination of this Declaration of Trust or the removal or resignation of the
Trustee. In addition, the Indemnified Parties shall be entitled to
indemnification from any cash, net equity in any commodity futures, forward and
option contracts, all funds on deposit in the accounts of the Trust, any other
property held by the Trust, and all proceeds therefrom, including any rights of
the Trust pursuant to any agreements to which the Trust is a party (the "Trust
Estate") to the extent such expenses are attributable to the formation,
operation or termination of the Trust as set forth above, and to secure the same
the Trustee shall have a lien against the Trust Estate which shall be prior to
the rights of the Managing Owner and the Unitholders to receive distributions
from the Trust Estate. The Trustee nevertheless agrees that it will, at its own
cost and expense, promptly take all action as may be necessary to discharge any
liens on any part of the Trust Estate which result from claims against the
Trustee personally that are not related to the ownership or the administration
of the Trust Estate or the transactions contemplated by any documents to which
the Trust is a party.

          (e)     SUCCESSOR TRUSTEE. Upon the resignation or removal of the
Trustee, the Managing Owner shall appoint a successor Trustee by delivering a
written instrument to the outgoing Trustee. Any successor Trustee must satisfy
the requirements of Section 3807 of the Act. Any resignation or removal of the
Trustee and appointment of a successor Trustee shall not become effective until
a written acceptance of appointment is delivered by the successor Trustee to the
outgoing Trustee and the Managing Owner and any fees and expenses due to the
outgoing Trustee are paid. Following compliance with the preceding sentence, the
successor Trustee shall become fully vested with all of the rights, powers,
duties and obligations of the outgoing Trustee under this Declaration of Trust,
with like effect as if originally named as Trustee, and the outgoing Trustee
shall be discharged of its duties and obligations under this Declaration of
Trust.

                                      TA-2
<Page>

          (f)     LIABILITY OF THE TRUSTEE. Except as otherwise provided in this
Section 2, in accepting the trust created hereby, Wilmington Trust Company acts
solely as Trustee hereunder and not in its individual capacity, and all persons
having any claim against the Trustee by reason of the transactions contemplated
by this Declaration of Trust and any other agreement to which the Trust is a
party shall look only to the Trust Estate for payment or satisfaction thereof.
The Trustee shall not be liable or accountable hereunder or under any other
agreement to which the Trust is a party, except for the Trustee's own gross
negligence or willful misconduct. In particular, but not by way of limitation:

          (i)     the Trustee shall have no liability or responsibility for the
     validity or sufficiency of this Declaration of Trust or for the form,
     character, genuineness, sufficiency, value or validity of the Trust Estate;

          (ii)    the Trustee shall not be liable for any actions taken or
     omitted to be taken by it in accordance with the instructions of the
     Managing Owner;

          (iii)   the Trustee shall not have any liability for the acts or
     omissions of the Managing Owner;

          (iv)    the Trustee shall not be liable for its failure to supervise
     the performance of any obligations of the Managing Owner, any commodity
     broker or any selling agent;

          (v)     no provision of this Declaration of Trust shall require the
     Trustee to expend or risk funds or otherwise incur any financial liability
     in the performance of any of its rights or powers hereunder if the Trustee
     shall have reasonable grounds for believing that repayment of such funds or
     adequate indemnity against such risk or liability is not reasonably assured
     or provided to it;

          (vi)    under no circumstances shall the Trustee be liable for
     indebtedness evidenced by or other obligations of the Trust arising under
     this Declaration of Trust or any other agreements to which the Trust is a
     party;

          (vii)   the Trustee shall be under no obligation to exercise any of
     the rights or powers vested in it by this Declaration of Trust, or to
     institute, conduct or defend any litigation under this Declaration of Trust
     or any other agreements to which the Trust is a party, at the request,
     order or direction of the Managing Owner or any Unitholders unless the
     Managing Owner or such Unitholders have offered to the Trustee security or
     indemnity satisfactory to it against the costs, expenses and liabilities
     that may be incurred by the Trustee (including, without limitation, the
     reasonable fees and expenses of its counsel) therein or thereby; and

          (viii)  notwithstanding anything contained herein to the contrary, the
     Trustee shall not be required to take any action in any jurisdiction other
     than in the State of Delaware if the taking of such action will (a) require
     the consent or approval or authorization or order of or the giving of
     notice to, or the registration with or taking of any action in respect of,
     any state or other governmental authority or agency of any jurisdiction
     other than the State of Delaware, (b) result in any fee, tax or other
     governmental charge under the laws of any jurisdiction or any political
     subdivision thereof in existence as of the date hereof other than the State
     of Delaware becoming payable by the Trustee or (c) subject the Trustee to
     personal jurisdiction other than in the State of Delaware for causes of
     action arising from personal acts unrelated to the consummation by the
     Trustee of the transactions contemplated hereby.

          (g)     RELIANCE BY THE TRUSTEE AND THE MANAGING OWNER; ADVICE OF
COUNSEL. (i) In the absence of bad faith, the Trustee and the Managing Owner may
conclusively rely upon certificates or opinions furnished to the Trustee or the
Managing Owner and conforming to the requirements of this Declaration of Trust
in determining the truth of the statements and the correctness of the opinions
contained therein, and shall incur no liability to anyone in acting on any
signature, instrument, notice, resolution, request, consent, order, certificate,
report, opinion, bond or other document or paper which is believed to be genuine
and believed to be signed by the proper party or parties, and need not
investigate any fact or matter pertaining to or in any such document; provided,
however, that the Trustee or the Managing Owner shall have examined any
certificates or opinions so as to determine compliance

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of the same with the requirements of this Declaration of Trust. The Trustee or
the Managing Owner may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of the determination
of which is not specifically prescribed herein, the Trustee or the Managing
Owner may for all purposes hereof rely on a certificate, signed by the president
or any vice-president or by the treasurer or other authorized officers of the
relevant party, as to such fact or matter, and such certificate shall constitute
full protection to the Trustee or the Managing Owner for any action taken or
omitted to be taken by either of them in good faith in reliance thereon.

          (ii)    In the exercise or administration of the trust hereunder and
in the performance of its duties and obligations under this Declaration of
Trust, the Trustee, at the expense of the Trust, (i) may act directly or through
its agents, attorneys, custodians or nominees pursuant to agreements entered
into with any of them, and the Trustee shall not be liable for the conduct or
misconduct of such agents, attorneys, custodians or nominees if such agents,
attorneys, custodians or nominees shall have been selected by the Trustee with
reasonable care and (ii) may consult with counsel, accountants and other skilled
professionals to be selected with reasonable care by the Trustee; provided that
the Trustee shall not allocate any of its internal expenses or overhead to the
account of the Trust. The Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the opinion or advice
of any such counsel, accountant or other such persons.

          (h)     NOT PART OF TRUST ESTATE. Amounts paid to the Trustee from the
Trust Estate, if any, pursuant to this Section 2 shall not be deemed to be part
of the Trust Estate immediately after such payment.

          4.      PRINCIPAL OFFICE.

          The address of the principal office of the Trust is c/o the Managing
Owner, 411 West Putnam Avenue, Greenwich, Connecticut 06830; telephone: (203)
625-7554. The Trustee is located at Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.
The Trustee shall receive service of process on the Trust in the State of
Delaware at the foregoing address. In the event Wilmington Trust Company resigns
or is removed as the Trustee, the Trustee of the Trust in the State of Delaware
shall be the successor Trustee.

          5.      BUSINESS.

          The Trust's business and purpose is to engage in speculative trading,
buying, selling or otherwise acquiring, holding or disposing of futures and
forward contracts on currencies, interest rate, energy and agricultural
products, metals, stock and stock indices, hybrid instruments, swaps, any rights
pertaining thereto and any options thereon or on physical commodities, and to
engage in all activities necessary, convenient or incidental thereto. The
objective of the Trust's business is appreciation of its assets through
speculative trading. The Trust shall have the power to engage in all activities
which are necessary, suitable, desirable, convenient or incidental to the
accomplishment to the foregoing business and purposes. The Trust shall do so
under the direction of the Managing Owner.

          6.      TERM, DISSOLUTION, FISCAL YEAR AND NET ASSET VALUE.

          (a)     TERM. The term of the Trust commenced on the day on which the
Certificate of Trust was filed with the Secretary of State of the State of
Delaware pursuant to the provisions of the Act and shall end upon the first to
occur of the following: (1) December 31, 2031; (2) receipt by the Managing Owner
of an approval to dissolve the Trust at a specified time by Unitholders owning
Units representing more than fifty percent (50%) of the total number of
outstanding Units then owned by Unitholders, notice of which is sent by
certified mail return receipt requested to the Managing Owner not less than 90
days prior to the effective date of such dissolution; (3) death, insanity,
bankruptcy, retirement, resignation, expulsion, withdrawal, insolvency or
dissolution of the Managing Owner or any other event that causes the Managing
Owner to cease to be a managing owner unless, (i) at the time of such event
there is at least one remaining managing owner of the Trust who carries on the
business of the Trust (and each remaining managing owner of the Trust is hereby
authorized to carry on the business of the Trust in such an event), or (ii)
within 90 days after such event Unitholders owning at least fifty percent (50%)
of the total number of outstanding Units then owned by Unitholders agree in
writing to continue the business of the Trust and to

                                      TA-4
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the appointment, effective as of the date of such event, of one or more managing
owners of the Trust pursuant to the terms of Sections 18(b) and 18(c); (4) a
decline in the aggregate Net Assets of the Trust to less than $250,000; (5) a
decline in the Net Asset Value per Unit to $250 or less; (6) dissolution of the
Trust pursuant hereto; or (7) any other event which shall make it unlawful for
the existence of the Trust to be continued or shall require termination of the
Trust.

          (b)     DISSOLUTION. Upon the occurrence of an event causing the
dissolution of the Trust, the Trust shall be dissolved and its affairs wound up.
Upon dissolution, the New Profits Memo Account will be added to the Managing
Owner's capital account.

          Upon the dissolution of the Trust, the Managing Owner (or, if the
Managing Owner has withdrawn, such person as the Unitholders may, by majority
vote of the Units, select) shall wind up the Trust's affairs and, in connection
therewith, shall distribute the Trust's assets in the following manner and
order:

          (i)     FIRST TO pay or make reasonable provision to pay (all claims
of the Trustee and then all other claims and obligations, including all
contingent, conditional or unmatured claims and obligations, for which the
Managing Owner (or its successor) may create a reserve, known to the Trust
(including claims of Unitholders) and all claims and obligations which are known
to the Trust but for which the identity of the claimant is unknown; and

          (ii)    SECOND TO distribution in cash of the remaining assets to the
Unitholders in proportion to their capital accounts, after giving effect to the
allocations pursuant to Section 8 hereof as if the date of distribution were the
end of a calendar year.

          (c)     FISCAL YEAR. The fiscal year of the Trust shall begin on
January 1 of each year and end on the following December 31.

          (d)     NET ASSET VALUE. The Net Assets of the Trust are its assets
less its liabilities determined in accordance with generally accepted accounting
principles. If a futures, forward or other contract cannot be liquidated on the
day with respect to which Net Assets are being determined, the settlement price
on the first subsequent day on which the contract can be liquidated shall be the
basis for determining the liquidating value of such contract for such day, or
such other value as the Managing Owner may deem fair and reasonable. The
liquidating value of a commodity futures or option contract not traded on a
United States commodity exchange shall mean its liquidating value as determined
by the Managing Owner on a basis consistently applied for each different variety
of contract.

          The Brokerage Fee shall be charged (other than to the Managing Owner's
capital account) at the basic rate of 7.0% per annum of the average month-end
Net Assets of the Trust (prior to reduction for accrued but unpaid fees)
allocable to the Unitholders (but not to the Managing Owner's capital account),
and additional Units shall be allocated to Unitholders subject to reduced
Brokerage Fees as described in Section 8(a)(3) hereof. Brokerage Fees, accrued
as well as paid, shall reduce Net Asset Value.

          Accrued Profit Shares (as described in Section 8 hereof) shall reduce
Net Asset Value, even though such Profit Shares may never, in fact, be paid.
Accrued Profit Shares shall be calculated on a basis which reflects any
aggregate New Trading Profit (as defined), accrued equally in respect of all
outstanding Units (except as necessary to reflect the difference in the
Brokerage Fees charged certain Unitholders) but not in respect of the Managing
Owner's capital account or the New Profits Memo Account (see Section 8(a)).

          7.      NET WORTH OF MANAGING OWNER.

          The Managing Owner agrees that at all times so long as it remains
managing owner of the Trust, it will maintain its Net Worth at an amount not
less than the greater of $50,000 or 5% of the total contributions to the Trust
and to all other entities of which it is managing owner or general partner. In
no event shall the Managing Owner be required to maintain a net worth in excess
of $1,000,000.

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          8.      CAPITAL CONTRIBUTIONS; UNITS; MANAGING OWNER'S LIABILITY.

          (a)     TYPES OF BENEFICIAL INTERESTS. The beneficial interests in the
Trust shall consist of two types: a general liability interest and limited
liability Units. The Managing Owner shall acquire the general liability
interest, and investors shall all acquire limited liability Units.

          (b)     MANAGING OWNER'S LIABILITY. Upon the initial contribution by
the Managing Owner to the Trust, the Managing Owner became the holder of the
general liability interest of the Trust. The Managing Owner's general liability
interest shall be accounted for on a Unit-equivalent basis, but may receive
allocations on an aggregate basis so as to simplify the Trust's accounting. The
Managing Owner's general liability interest will not be subject to full
Brokerage Fees, but rather only to actual execution costs, nor shall it be
subject to Profit Shares.

          (c)     NO CERTIFICATES. No certificates or other evidences of
beneficial ownership of the Units will be issued.

          (d)     UNITHOLDER CONSENT. Every Unitholder, by virtue of having
purchased or otherwise acquired Units, shall be deemed to have expressly
consented and agreed to be bound by the terms of this Declaration of Trust.

          The Unitholders' respective capital contributions to the Trust shall
be as shown on the books and records of the Trust.

          The Managing Owner shall have unlimited liability for the repayment,
satisfaction and discharge of all debts, liabilities and obligations of the
Trust to the full extent, and only to the extent, of the Managing Owner's
assets.

          The Managing Owner shall be liable for the acts, omissions,
obligations and expenses of the Trust, to the extent not paid out of the assets
of the Trust, to the same extent that the Managing Owner would be so liable if
the Trust were a partnership under the Delaware Revised Uniform Limited
Partnership Act and the Managing Owner were a general partner of such
partnership. The obligations of the Managing Owner under this paragraph shall be
evidenced by its ownership of the general liability interest.

          The Managing Owner, so long as it is generally liable for the
obligations of the Trust, shall invest in the Trust, as a general liability
interest, no less than 1% of the total capital contributions to the Trust
(including the Managing Owner's contributions) but in no event shall the
Managing Owner invest less than $500,000 of the total capital contributions to
the Trust. The Managing Owner may withdraw any interest it may have in excess of
such requirement as of any month-end on the same terms as any Unitholder.

          Any Units acquired by the Managing Owner or any of its principals or
their respective affiliates will be non-voting, and will not be considered
outstanding for purposes of determining whether the majority approval of the
outstanding Units has been obtained.

          The general liability interest in the Trust held by the Managing Owner
will be non-voting.

          9.      ALLOCATION OF PROFITS AND LOSSES.

          (a)     CAPITAL ACCOUNTS AND ALLOCATIONS. A capital account shall be
established for each Unit and for the Managing Owner. In addition, a New Profits
Memo Account shall be established on the books of the Trust for bookkeeping
purposes only. The initial balance of each capital account shall be the amount
contributed to the Trust in respect of a Unit or by the Managing Owner. As of
the close of business (as determined by the Managing Owner) on the last day of
each month, the following determinations and allocations shall be made:

          (1)     The Net Assets of the Trust will be determined without regard
to Brokerage Fees or Profit Shares.

                                      TA-6
<Page>

          (2)     Any increase or decrease in the Trust's Net Assets (as
determined pursuant to Paragraph 1 above), as compared to the last such
determination of Net Assets, shall then be credited or charged equally to the
capital account of each Unit and PRO RATA to the capital account of the Managing
Owner and to the New Profits Memo Account.

          (3)     Brokerage Fees shall be charged equally to all Units at the
rate of 0.5833 of 1% of the month-end Trust assets (prior to reduction for any
accrued but unpaid fees or Profit Shares) allocable to such Units, not including
the capital accounts of the Managing Owner, its principals, their respective
affiliates or the New Profits Memo Account (a 7.0% annual rate). Such Brokerage
Fees shall be paid out to the Managing Owner; provided that in respect of Units
which are subject to per annum Brokerage Fees of 6.5%, 6%, 5.5%, or 4% (or as
otherwise reduced to reflect reduced sales commissions) of the average month-end
Trust assets allocable to such Units, the difference between the 0.5833 of 1%
Brokerage Fees charged and the reduced Brokerage Fee due as of the end of each
month shall not be paid out to the Managing Owner but shall instead be credited
to a Suspense Account which shall not be included in the Net Asset Value of the
Units, and shall be used solely as a means of efficiently accounting for the
reduction in the Brokerage Fee payable by such Unitholders while maintaining a
uniform Net Asset Value per Unit.

          Brokerage Fees will not be charged to (or calculated on a basis of
average month-end Trust assets which include) capital accounts of the Managing
Owner, its principals, their respective affiliates or the New Profits Memo
Account. The capital accounts of the Managing Owner, its principals, their
respective affiliates and the New Profits Memo Account shall be charged for
their respective PRO RATA shares of the out-of-pocket brokerage commissions paid
by the Managing Owner on behalf of the Trust, but not for any Brokerage Fees.

          (4)     The Managing Owner's Profit Share will equal 20% of any New
Trading Profit (as defined in Section 8(c)). As of the end of each month, the
amount of any such Profit Share shall be calculated and shall reduce the Net
Asset Value per Unit. The amount of any such Profit Share shall be deducted from
each Unit's capital account and credited to the New Profits Memo Account, as a
bookkeeping entry only, as of the end of each calendar year. The capital
accounts of the Managing Owner, its principals, their respective affiliates and
the New Profits Memo Account will not be subject to the Profit Share.

          (5)     The amounts credited to the Suspense Account as provided in
Paragraph 3 above as of the end of any month shall be reduced by the 20% Profit
Share if there is an accrued Profit Share in respect of the Units as of the
month-end that such amounts are so credited. If such month-end is also a
year-end, the amount of such Profit Share shall be credited to the New Profits
Memo Account, as a bookkeeping entry only, and the remainder of the Suspense
Account shall be reinvested in Units as of such month-end, at Net Asset Value,
for the benefit of the appropriate Unitholders. If such month-end is not also a
year-end, the Profit Share accrual, as well as the remainder of the Suspense
Account, shall be reinvested in Units as of such month-end, at Net Asset Value,
for the benefit of the appropriate Unitholders.

          (6)     The Managing Owner's Profit Share with respect to Units
redeemed as of a month-end which is not the end of a calendar year shall be
computed as though such month-end were the end of a calendar year, and the
amount of the Profit Share so computed shall be deducted from the redeemed
Units' capital accounts and credited to the New Profits Memo Account, as a
bookkeeping entry only.

          (7)     When Units subject to reduced per annum Brokerage Fees are
redeemed: (i) if a Profit Share is then accrued, the difference between the 7.0%
per annum and reduced per annum Brokerage Fee attributable to such Units for the
month-end of redemption shall be assessed a 20% Profit Share which shall be
credited to the New Profits Memo Account, as a bookkeeping entry only; and (ii)
the Profit Share, if any, due in respect of such Units shall be calculated on
the same basis as in respect of all other Units, as set forth in Paragraph 4
above, and credited to the New Profits Memo Account, as a bookkeeping entry
only.

          If no Profit Share is accrued as of the date of redemption, then no
New Profits Memo Account credits shall be made in respect of any portion of the
Units redeemed.

          (8)     The amount of any distributions made in respect of a Unit as
of the end of such month and any amount (not reduced by any early redemption
charges) paid upon partial redemption of Units or upon

                                      TA-7
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withdrawal of the Managing Owner's interest as of the end of such month shall be
charged against the capital account of such Unit or of the Managing Owner. The
capital account of any Unit fully redeemed shall be eliminated.

          (9)     Brokerage Fees shall be treated as if paid or payable to a
third party and shall not be credited to the capital account of the general
liability interest held by the Managing Owner.

          (10)    Persons who make a net capital investment in the Trust,
including both initial and subsequent investments and without regard to profits
or losses, of $100,000, $500,000, $1,000,000 or more or who invest through
asset-based fee or fixed fee investment programs (such as broker or trust
company "wrap accounts") shall be entitled to pay Brokerage Fees of 6.5%, 6%,
5.5% or 4% per annum, respectively, of the average month-end assets of their
respective capital accounts; provided that, if after any redemption of Units,
the aggregate Net Asset Value of an investor's Units is less than $100,000,
$500,000 or $1,000,000, such Unitholder will no longer be eligible for the level
of per annum Brokerage Fee such investor was paying but rather shall be subject
to the higher Brokerage Fee applicable to the aggregate Net Asset Value of such
investor's Units as if that amount were such investor's initial investment in
the Trust. Should such person subsequently make an additional subscription, if
the amount of such subsequent subscription plus such Unitholder's remaining net
capital contributions (subscriptions less redemptions, but assuming redemptions
to be made first from accumulated net profits, not capital contributions) equals
$100,000, $500,000 or $1,000,000 or more, such person will pay the Brokerage Fee
applicable to such person's net capital investment in the Trust described in
this Paragraph 10. Redemptions shall not cause investors who invest through
asset-based fee or fixed fee investment programs to pay increased Brokerage
Fees.

          Reduced Brokerage Fees apply to a Unitholder's entire capital account,
not just that part of such capital account corresponding to capital
contributions of $100,000, $500,000 and $1,000,000 or more.

          (b)     ALLOCATION OF PROFIT AND LOSS FOR FEDERAL INCOME TAX PURPOSES.
Each of the parties hereto, by entering into this Declaration of Trust, (i)
expresses its intention that the Units will qualify under applicable tax law as
though the Units were interests in a partnership which holds the Trust Estate
for their benefit, (ii) agrees that it will file its own federal, state and
local income, franchise and other tax returns in a manner that is consistent
with the treatment of the Trust as though it were a partnership in which each of
the Unitholders is a partner and (iii) agrees to use reasonable efforts to
notify the Managing Owner promptly upon a receipt of any notice from any taxing
authority having jurisdiction over such Unitholder with respect to the treatment
of the Units as anything other than interests in a partnership. As of the end of
each fiscal year, income and expense and capital gain or loss of the Trust shall
be allocated among the Unitholders pursuant to the following provisions of this
Section 8(b) for federal income tax purposes. Such allocations shall be PRO RATA
from short-term capital gain or loss and long-term capital gain or loss. For
purposes of this Section 8(b), capital gain and capital loss shall be allocated
separately and not netted.

          (1)     Items of ordinary income and expenses attributable to the
Trust (other than Brokerage Fees, which shall be allocated as set forth in
Section 8(b)(2)), shall be allocated equally among all Units of the Trust
outstanding as of the end of each calendar month (including Units being then
redeemed), and PRO RATA to the account of the Managing Owner.

          (2)     Ordinary deductions attributable to Brokerage Fees paid to the
Managing Owner shall be allocated to each Unitholder and the Managing Owner in
the same manner as such Brokerage Fees are allocated for financial purposes
pursuant to Section 8(a).

          (3)     Capital Gain or Loss (as defined in Section 8(b)(3)(H)) shall
be allocated as follows:

          (A)     There shall be established a tax account with respect to each
     outstanding Unit and with respect to the Managing Owner. The initial
     balance of each tax account shall be the net amount paid to the Trust for
     each Unit and the amount contributed to the Trust by the Managing Owner.
     Amounts reinvested in Units from the Suspense Account, as described in
     Section 8(a) hereof, shall not increase the aggregate tax basis of the
     affected Unitholders in their Units; rather the Units acquired upon
     reinvestment will have an initial tax basis of $0. As of the end of each
     fiscal year:

                                      TA-8
<Page>

                  (i)    Each tax account for the Units and the Managing Owner
          shall be increased by the amount of income or gain allocated to such
          tax account pursuant to Sections 8(b)(1), 8(b)(3)(B) and 8(b)(3)(D).

                  (ii)   Each tax account for the Units shall be decreased by
          the amount of expense or loss allocated to each Unit pursuant to
          Sections 8(b)(1), 8(b)(2) and 8(b)(3)(F) and by the amount of any
          distributions paid out with respect to such Units other than upon
          redemption.

                  (iii)  When a Unit is redeemed, the tax account attributable
          to such Unit (determined after making all allocations described in
          this Section 8(b)) shall be eliminated.

          (B)     The Managing Owner shall be allocated Capital Gain, if any, up
     to the amount of any bookkeeping credit to the New Profits Memo Account,
     including any credits made as of the end of the fiscal year of allocation.
     To the extent any such tax allocation is made, the balance in the New
     Profits Memo Account shall be reduced, and the balance in the Managing
     Owner's capital account, for financial purposes, correspondingly increased.

          (C)     Each Unitholder who redeems a Unit during a fiscal year
     (including Units redeemed as of the end of the last day of such fiscal
     year) shall be allocated Capital Gain, if any, up to the amount of the
     excess, if any, of the amount received in respect of the Units so redeemed
     over the sum of the tax accounts (determined after making the allocation
     described in Sections 8(b)(1) and 8(b)(2), but prior to making the
     allocations described in this Section 8(b)(3)(C)) allocable to such Units
     (an "Excess"). In the event that the aggregate amount of Capital Gain
     available to be allocated pursuant to this Section 8(b)(3)(C) is less than
     the aggregate amount of Capital Gain required to be so allocated, the
     aggregate amount of available Capital Gain shall be allocated among all
     such Unitholders in the ratio which each such Unitholder's Excess bears to
     the aggregate Excess of all such Unitholders.

          (D)     Capital Gain remaining after the allocation described in
     Section 8(b)(3)(C) shall be allocated among all Unitholders who hold Units
     outstanding as of the end of the applicable fiscal year (other than Units
     redeemed as of the end of the last day of such fiscal year) whose capital
     accounts with respect to such Units are in excess of the related tax
     accounts (determined after making the allocations described in Sections
     8(b)(1) and 8(b)(2)) allocable to such Units, in the ratio that each such
     Unitholder's Excess bears to the aggregate Excess of all such Unitholders.
     Capital Gain remaining after the allocation described in the preceding
     sentence shall be allocated among all Unitholders described in said
     sentence in proportion to their holdings of such Units.

          (E)     Each Unitholder who redeems a Unit during a fiscal year
     (including Units redeemed as of the end of the last day of such fiscal
     year) shall be allocated Capital Loss, if any, up to the amount of the sum
     of the excess of the tax accounts (determined after making the allocations
     described in Sections 8(b)(1) and 8(b)(2), but prior to making the
     allocations described in this Section 8(b)(3)(E)) allocable to the Units so
     redeemed over the amount received in respect of such Units (a "Negative
     Excess"). In the event that the aggregate amount of available Capital Loss
     required to be allocated pursuant to this Section 8(b)(3)(E) is less than
     the aggregate amount required to be so allocated, the aggregate amount of
     available Capital Loss shall be allocated among all such Unitholders in the
     ratio that each such Unitholder's Negative Excess bears to the aggregate
     Negative Excess of all such Unitholders.

          (F)     Capital Loss remaining after the allocation described in
     Section 8(b)(3)(E) shall be allocated among all Unitholders who hold Units
     outstanding as of the end of the applicable fiscal year (other than Units
     redeemed as of the end of the last day of such fiscal year) whose tax
     accounts with respect to such Units are in excess of their capital accounts
     (determined after making the allocations described in Sections 8(b)(1) and
     8(b)(2) with respect to such Units, in the ratio that each such
     Unitholder's Negative Excess bears to the aggregate Negative Excess of all
     such Unitholders. Capital Loss remaining after the allocation described in
     the preceding sentence shall be allocated among all Unitholders described
     in such sentence in proportion to their holdings of such Units.

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          (G)     For purposes of this Section 8(b), the Managing Owner's
     interest in the Trust will be treated as if it were a single Unit.

          (H)     For purposes of this Section 8(b), "Capital Gain" or "Capital
     Loss" shall mean gain or loss characterized as gain or loss from the sale
     or exchange of a capital asset by the Code, including, but not limited to,
     gain or loss required to be taken into account pursuant to Section 1256
     thereof.

          (4)     The allocation of profit and loss for federal income tax
purposes set forth herein allocates taxable profit and loss among the
Unitholders in the ratio and to the extent that financial profit and loss are
allocated to such Unitholders and so as to eliminate, to the maximum practicable
extent, any disparity between a Unit's capital account and its tax account,
consistent with principles set forth in Section 704 of the Code, including
without limitation a "Qualified Income Offset."

          (5)     The allocations of profit and loss to the Unitholders in
respect of their Units shall not exceed the allocations permitted under
Subchapter K of the Code, as determined by the Managing Owner, whose
determination shall be binding.

          (c)     PROFIT SHARE; NEW PROFITS MEMO ACCOUNT. The Managing Owner's
Profit Share will equal 20% of any cumulative trading profits ("New Trading
Profit"), not including interest income, after deduction of all accrued but
unpaid fees and expenses other than the Profit Share itself ("Trading Profit"),
over the highest level of such cumulative Trading Profit as of any previous
calendar year-end, or $0, if higher (the "Profit Share High Water Mark"). Profit
Shares will be calculated on Units subject to reduced per annum as well as on
those subject to a 7.0% per annum Brokerage Fee in the manner described in
Section 8(a) hereof. Trading Profit does not include profits allocable to the
Managing Owner's capital account or to the New Profits Memo Account.

          New Trading Profit is reduced by routine administrative expenses.

          If Units are redeemed when there is a loss carryforward for Profit
Share calculation purposes (i.e., the current level of cumulative Trading Profit
is below the Profit Share High Water Mark), such loss carryforward will be
reduced in proportion to the proportion of the total outstanding Units redeemed.

          Neither any Unitholder nor the Managing Owner shall have any interest
in the New Profits Memo Account, except as described in Section 5(b) hereof.
However, as described in Section 8(b)(3)(B), bookkeeping entries in the New
Profits Memo Account shall be reduced, and the Managing Owner's capital account
correspondingly increased to the extent that priority allocations of Capital
Gain are made to the Managing Owner pursuant to said Section 8(b)(3)(B).

          In the event that the Net Asset Value per Unit is less than $400 as of
any calendar month-end, the balance of any bookkeeping entries to the New
Profits Memo Account then outstanding will be cancelled, and an amount equal to
such balance shall be allocated equally among all outstanding Units, but not to
the Managing Owner's capital account.

          (d)     EXPENSES; INTEREST INCOME. The Trust shall bear all of any
taxes applicable to it. The Trust shall pay the Managing Owner a Brokerage Fee
equal to 0.5833 of 1% (a 7.0% annual rate) of the month-end assets of the Trust
(prior to reduction for any accrued but unpaid Brokerage Fees and Profit
Shares), not including the Managing Owner's capital account; provided that in
the case of subscribers who invest $100,000, $500,000 or $1,000,000 or more in
the Trust or who invest through broker or trust company asset-based fee or
fixed-fee investment programs, such Brokerage Fee shall be reduced to 0.5417 of
1% (a 6.5% annual rate), 0.50 of 1% (a 6% annual rate), 0.4583 of 1% (a 5.5%
annual rate) or 0.3333 of 1% (a 4% annual rate), respectively, of such month-end
assets of the Trust attributable to each such Unitholder's capital account, as
contemplated by Section 8(a)(10) above.

          The Managing Owner shall pay all routine charges incidental to trading
(including, without limitation, brokerage commissions, exchange, clearinghouse,
regulatory, floor brokerage and "give-up" fees). Any extraordinary charges
incidental to trading (for example, insurance or delivery charges) will be paid
by the Trust.

                                      TA-10
<Page>

          The Trust's organizational and offering expenses, including redemption
fees, are limited to 15% of the capital contributions to the Trust.

          The Trust will pay its ongoing administrative expenses, including the
fees of the Trustee. All of the expenses which are for the account of the Trust
shall be billed directly to the Trust. The Trust shall bear all of its own
legal, accounting and administrative expenses, but none of the Managing Owner's
"overhead" expenses incurred in connection with the administration of the Trust
(including, but not limited to, salaries and rent) shall be charged to the
Trust.

          Appropriate reserves may be created, accrued and charged against the
Net Assets for contingent liabilities, if any, as of the date any such
contingent liability becomes known to the Managing Owner. Such reserves shall
reduce Net Asset Value for all purposes.

          Any goods and services provided to the Trust by the Managing Owner
shall be provided at rates and terms at least as favorable as those which may be
obtained from third parties in arm's-length negotiations.

          In the event that the Trust shall be subject to taxation by any state
or local or by any foreign taxing authority, the Trust shall be obligated to pay
such taxes to such jurisdiction. In the event that the Trust shall be required
to make payments to any federal, state or local or any foreign taxing authority
in respect of any Unitholder's allocable share of the Trust's income, the amount
of such taxes shall be considered a loan by the Trust to such Unitholder, and
such Unitholder shall be liable for, and shall pay to the Trust, any taxes so
required to be withheld and paid over by the Trust within ten (10) days after
the Managing Owner's request therefor. Such Unitholder shall also be liable for
(and the Managing Owner shall be entitled to redeem Units of such Unitholder as
necessary to satisfy) interest on the amount of taxes paid over by the Trust to
the Internal Revenue Service ("IRS") or other taxing authority, from the date of
the Managing Owner's request for payment to the date of payment or redemption,
as the case may be, at the rate of two percent (2%) per annum over the prime
rate charged from time to time by FBR National Bank & Trust, Bethesda, Maryland.
Any amount payable by the Trust to such Unitholder shall be reduced by any
obligations owed to the Trust by the Unitholder, including, without limitation,
the amount of any taxes required to be paid over by the Trust to the IRS or
other taxing authority and interest thereon as aforesaid. Amounts, if any,
deducted by the Trust from any actual distribution or redemption payment to such
Unitholder shall be treated as an actual distribution to such Unitholder for all
purposes of this Declaration of Trust.

          The Trust will receive all interest income earned on its assets.

          (e)     LIMITED LIABILITY OF UNITHOLDERS. Each Unit, when purchased in
accordance with this Declaration of Trust, shall, except as otherwise provided
by law, be fully-paid and nonassessable. Any provisions of this Declaration of
Trust to the contrary notwithstanding, Unitholders (including the Managing
Owner, except to the extent otherwise provided herein) shall be entitled to the
same limitation on personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

          The Trust will indemnify, to the full extent permitted by law, each
Unitholder (other than the Managing Owner in the event that the Managing Owner
acquires Units) against any claims of liability asserted against such Unitholder
solely because such Unitholder is a beneficial owner of the Trust (other than in
respect of taxes due from such Unitholder as such a beneficial owner).

          Every written note, bond, contract, instrument, certificate or
undertaking made or issued by the Managing Owner shall give notice to the effect
that the same was executed or made by or on behalf of the Trust and that the
obligations of any of the foregoing are not binding upon the Unitholders
individually but are binding only upon the assets and property of the Trust, and
that no resort shall be had to the Unitholders' personal property for the
satisfaction of any obligation or claim thereunder, and appropriate references
may be made to this Declaration of Trust and may contain any further recital
which the Managing Owner deems appropriate, but the omission thereof shall not
operate to bind the Unitholders individually or otherwise invalidate any such
note, bond, contract, instrument, certificate or undertaking.

                                      TA-11
<Page>

          (f)     RETURN OF CAPITAL CONTRIBUTIONS. No Unitholder or subsequent
assignee shall have any right to demand the return of his or her capital
contribution or any profits added thereto, except through redeeming Units or
upon dissolution of the Trust, in each case as provided herein. In no event
shall a Unitholder or subsequent assignee be entitled to demand or receive
property other than cash.

          10.     MANAGEMENT OF THE TRUST.

          (a)     AUTHORITY OF THE MANAGING OWNER. Pursuant to Section 3806 of
the Act, the Trust shall be managed by the Managing Owner, and the conduct of
the Trust's business (including the maintenance of accounts and allocations)
shall be controlled and conducted solely by the Managing Owner in accordance
with this Declaration of Trust.

          The Managing Owner, to the exclusion of all other Unitholders, shall
control, conduct and manage the business of the Trust. The Managing Owner shall
have sole discretion in determining what distributions of profits and income, if
any, shall be made to the Unitholders (subject to the allocation provisions
hereof), shall execute various documents on behalf of the Trust and the
Unitholders pursuant to powers of attorney and shall supervise the liquidation
of the Trust if an event causing dissolution of the Trust occurs.

          The Managing Owner may, in furtherance of the business of the Trust,
cause the Trust to buy, sell, hold or otherwise acquire or dispose of
commodities, futures contracts, forward contracts on currencies and options
traded on exchanges or otherwise, swaps, hybrid instruments, arbitrage
positions, repurchase agreements, interest-bearing securities, deposit accounts
and similar instruments and other assets, and cause the trading of the Trust to
be limited to only certain of the foregoing instruments.

          The Managing Owner may take such other actions on behalf of the Trust
as the Managing Owner deems necessary or desirable to manage the business of the
Trust.

          The Managing Owner is hereby authorized to perform all duties imposed
by Sections 6221 through 6232 of the Code on the Managing Owner as the "tax
matters partner" of the Trust.

          (b)     NOTIFICATION OF BASIC CHANGES. The Managing Owner shall send
to all Unitholders and assignees prior notice of any change in the basic
investment approach of the Trust and of any increase in its charges. Such
notifications shall contain a description of Unitholder's voting and redemption
rights and a description of any material effect of such change or increase. The
Managing Owner is hereby specifically authorized to enter into, on behalf of the
Trust, the Customer Agreements, the Selling Agreements and the Additional
Selling Agent Agreements as described in the Prospectus.

          (c)     CERTAIN AGREEMENTS. In addition to any specific contract or
agreements described herein, the Trust, and the Managing Owner on behalf of the
Trust, may enter into any other contracts or agreements specifically described
in or contemplated by the Prospectus without any further act, approval or vote
of any Unitholder other than the Managing Owner, notwithstanding any other
provisions of this Declaration of Trust, the Act or any applicable law, rule or
regulations.

          (d)     FIDUCIARY DUTIES. The Managing Owner shall be under a
fiduciary duty to conduct the affairs of the Trust in the best interests of the
Trust, provided that the Managing Owner shall not be obligated to engage in any
conduct on behalf of the Trust to the detriment of any other commodity pool to
which the Managing Owner owes similar fiduciary duties. The Unitholders will
under no circumstances be deemed to have contracted away the fiduciary
obligations owed them by the Managing Owner under the common law. The Managing
Owner's fiduciary duty includes, among other things, the safekeeping of all
funds and assets of the Trust and the use thereof for the benefit of the Trust.
The Managing Owner shall at all times act with integrity and good faith and
exercise due diligence in all activities relating to the conduct of the business
of the Trust and in resolving conflicts of interest. The Managing Owner will
take no actions with respect to the property of the Trust which do not benefit
the Trust, and the Managing Owner will not use the assets of the Trust as
compensating balances for the Managing Owner's exclusive benefit.

                                      TA-12
<Page>

          (e)     BROKERAGE ARRANGEMENTS. The Trust's brokerage arrangements
shall be non-exclusive, and the brokerage commissions paid by the Trust shall be
competitive. Such brokerage commissions may not exceed 14% annually of the
average net assets of the Trust, excluding Trust assets not directly related to
trading activity. The Trust shall seek the best price and services available for
its commodity transactions.

          The Brokerage Fees paid by the Trust may not exceed the amount
permitted under applicable North American Securities Administrators Association,
Inc. Guidelines for the Registration of Commodity Pool Programs ("Blue Sky
Guidelines") in effect as of the date hereof.

          (f)     PROHIBITED ACTIVITIES. The Trust shall make no loans to any
party, and the funds of the Trust will not be commingled with the funds of any
other person or entity (deposit of funds with a commodity broker, clearinghouse
or forward dealer or entering into joint ventures or partnerships shall not be
deemed to constitute "commingling" for these purposes). The Managing Owner shall
make no loans to the Trust.

          The Trust shall not employ the trading technique commonly known as
"pyramiding." The Managing Owner taking into account the Trust's open trade
equity on existing positions in determining generally whether to acquire
additional commodity positions on behalf of the Trust will not be considered to
be engaging in "pyramiding."

          No person or entity may receive, directly or indirectly, any advisory,
management or incentive fees, or any profit-sharing allocation from joint
ventures, partnerships or similar arrangements in which the Trust participates,
for investment advice or management who shares or participates in any per-trade
commodity brokerage commissions paid by the Trust; no broker may pay, directly
or indirectly, rebates or give-ups to any trading advisor or manager or to the
Managing Owner or any of their respective affiliates; and such prohibitions may
not be circumvented by any reciprocal business arrangements.

          The maximum period covered by any contract entered into by the Trust,
except for the various provisions of the Selling Agreement which survive, shall
not exceed one year. Any material change in the basic investment policies or
structure of the Trust shall require the approval of Unitholders owning Units
representing more than fifty percent (50%) of the total outstanding Units owned
by Unitholders as of a record date established for a vote thereon. Any
agreements between the Trust and the Managing Owner or any affiliate of the
Managing Owner shall be terminable by the Trust upon no more than 60 days'
written notice.

          (g)     FREEDOM OF ACTION. The Managing Owner is engaged, and may in
the future engage, other business activities and shall not be required to
refrain from any other activity nor forego any profits from any such activity,
whether or not in competition with the Trust. The Trustee and the Unitholders
may similarly engage in any such other business activities. The Managing Owner
shall devote to the Trust such time as the Managing Owner may deem advisable to
the conduct of the Trust's business and affairs.

          11.     AUDITS AND REPORTS TO UNITHOLDERS.

          The Trust's books shall be audited annually by an independent
certified public accountant. The Trust will use its best efforts to cause each
Unitholder to receive (i) within 90, but in no event later than 120 days, after
the close of each fiscal year certified financial statements for the fiscal year
then ended, (ii) within 90 days of the end of each fiscal year (but in no event
later than March 15 of each year) such tax information as is necessary for a
Unitholder to complete his or her federal income tax return and (iii) such other
annual and monthly information as the Commodity Futures Trading Commission may
by regulation require. Unitholders or their duly authorized representatives may
inspect the books and records of the Trust during normal business hours upon
reasonable written notice to the Managing Owner and obtain copies of such
records upon payment of reasonable reproduction costs; provided, however, that
upon request by the Managing Owner, the requesting Unitholder shall represent
that the inspection and/or copies of such records will not be used for
commercial purposes unrelated to such Unitholder's interest as an investor in
the Trust.

          The Managing Owner shall calculate the Net Asset Value per Unit on a
monthly basis and sell and redeem Units at Net Asset Value.

                                      TA-13
<Page>

          The Brokerage Fees and Profit Share may not be increased without prior
written notice to all Unitholders within sufficient time for the exercise of
their redemption rights prior to any such increase becoming effective. The
Brokerage Fees and the Profit Share may not be increased during any period when
a redemption charge is in effect with respect to any Units.

          The Managing Owner shall notify the Unitholders of (i) changes to the
trading method of the Managing Owner which the Managing Owner believes to be
material, (ii) changes in Brokerage Fees, Profit Share or other fees paid by the
Trust or (iii) material changes in the basic investment policies or structure of
the Trust. The Managing Owner shall so notify Unitholders, by certified mail or
other means of notification providing for evidence of delivery, prior to any
such change. Such notification shall set forth the Unitholders' voting and
redemption rights. The Managing Owner will send written notice to each
Unitholder within seven days of any decline in the Net Asset Value per Unit to
50% or less of such value as of the previous month-end. Any such notice shall
contain a description of the Unitholders' voting and redemption rights. The
Managing Owner, not the Trust, shall pay the cost of any notification delivered
pursuant to this paragraph.

          The Managing Owner shall prepare or cause to be prepared and shall
file on or before the due date (or any extension thereof) any federal, state or
local tax returns required to be filed by the Trust. The Managing Owner shall
cause the Trust to pay any taxes payable by the Trust; provided, however, that
such taxes need not be paid if the Managing Owner or the Trust are in good faith
and by appropriate legal proceedings contesting the validity, applicability or
amount thereof, and such contest does not materially endanger any right or
interest of the Trust.

          The Managing Owner shall maintain and preserve all required records
relating to the Trust for a period of not less than six (6) years from the
receipt of such records.

          In particular, and not by way of limitation, the Managing Owner will
retain all Subscription Agreement and Power of Attorney Signature Pages
submitted by persons admitted as Unitholders, and all other records necessary to
substantiate that Units are sold only to purchasers for whom the Units are a
suitable investment, for at least six (6) years after Units are sold to such
persons.

          The Managing Owner shall seek the best price and services for the
Trust's trading, and will, with the assistance of the Trust's commodity
broker(s), make an annual review of the commodity brokerage arrangements
applicable to the Trust. In connection with such review, the Managing Owner will
ascertain, to the extent practicable, the commodity brokerage rates charged to
other major commodity pools whose trading and operations are, in the opinion of
the Managing Owner, comparable to those of the Trust, in order to assess whether
the rates charged the Trust are reasonable in light of the services it receives
and the terms upon which the Trust was promoted to subscribers. If, as a result
of such review, the Managing Owner determines that such rates are unreasonable
in light of the services provided to the Trust and the terms upon which the
Trust was promoted, the Managing Owner will notify the Unitholders, setting
forth the rates charged to the Trust and several funds which are, in the
Managing Owner's opinion, comparable to the Trust. The Managing Owner shall also
make an annual review of the forward trading arrangements for the Trust in an
attempt to determine whether such arrangements are competitive with those of
other comparable pools in light of the circumstances.

          12.     ASSIGNABILITY OF UNITS.

          Each Unitholder expressly agrees that he or she will not assign,
transfer or dispose of, by gift or otherwise, any of his or her Units or any
part or all of his or her right, title and interest in the capital or profits of
the Trust in violation of any applicable federal or state securities laws or
without giving written notice to the Managing Owner. No assignment, transfer or
disposition by an assignee of Units or of any part of his or her right, title
and interest in the capital or profits of the Trust shall be effective against
the Trust, the Trustee or the Managing Owner until the Managing Owner receives
the written notice of the assignment; the Managing Owner shall not be required
to give any assignee any rights hereunder prior to receipt of such notice. The
Managing Owner may, in its sole discretion, waive any such notice. No such
assignee, except with the consent of the Managing Owner (such consent to be
withheld only in the event that such assignment could give rise to negative
legal or tax consequences), may become a substituted Unitholder, nor will the
estate or any beneficiary of a deceased Unitholder or assignee have any right to
redeem Units from the Trust except by redemption as provided in Section 12
hereof. Each Unitholder

                                      TA-14
<Page>

agrees that with the consent of the Managing Owner any assignee may become a
substituted Unitholder without need of the further act or approval of any
Unitholder. If the Managing Owner withholds consent, an assignee shall not
become a substituted Unitholder, and shall not have any of the rights of a
Unitholder, except that the assignee shall be entitled to receive that share of
capital and profits and shall have that right of redemption to which his or her
assignor would otherwise have been entitled. No assignment, transfer or
disposition of Units shall be effective against the Trust, the Trustee or the
Managing Owner until the first business day of the calendar month following the
month in which the Managing Owner receives notice of such assignment, transfer
or disposition. The Managing Owner will send written confirmation to both the
transferors and transferees of Units that the transfers in question have been
duly recorded on the Trust's books and records. The Managing Owner will not
permit the assignment, transfer or disposition of Units where, after the
assignment, transfer or disposition, either the Unitholder or the assignee would
hold less than the minimum number of Units equivalent to an initial minimum
purchase (as stated in the then-current prospectus in respect of the Units),
except for assignments, transfers or dispositions by gift, inheritance,
intrafamily transfers, family dissolutions or transfers to Affiliates of the
Unitholder.

          13.     REDEMPTIONS.

          A Unitholder (including the Managing Owner except to the extent that
its power to redeem is limited by any other provision of this Declaration of
Trust) or any assignee of Units of whom the Managing Owner has received written
notice, may redeem all or any of his or her Units, effective as of the close of
business (as determined by the Managing Owner) on the last business day of any
calendar month, provided that (i) all liabilities, contingent or otherwise, of
the Trust (including the Trust's allocable share of the liabilities, contingent
or otherwise, of any entities in which the Trust invests), except any liability
to Unitholders on account of their capital contributions, have been paid or
there remains property of the Trust sufficient to pay them and (ii) the Managing
Owner shall have received a redemption request at least ten business days prior
to the date of redemption, or such later time as shall be acceptable to the
Managing Owner. Unitholders who redeem Units on or prior to the end of the first
and second successive six-month periods after such Units are sold will be
assessed redemption charges of 4% and 3%, respectively (3.5% and 2.5%, 3% and 2%
and 2% and 1%, respectively, in the case of Unitholders who have invested
$100,000, $500,000 or $1,000,000 or more, respectively, in the Trust), of their
Units' Net Asset Value as of the date of redemption. Units purchased by the same
Unitholder on different closing dates will be treated on a "first-in, first-out"
basis for purposes of calculating the foregoing six-month periods. Additional
Units issued to Unitholders subject to a reduced rather than a 7.0% annual
Brokerage Fee will be deemed all to have been issued as of the date of the
longest outstanding Units held by a particular Unitholder. All redemption
charges will be paid to the Managing Owner.

          Redemption charges shall not apply to Unitholders who acquired their
Units through broker or trust company asset-based fee or fixed-fee investment
programs.

          Any number of whole Units may be redeemed. Fractional Units may only
be redeemed upon redemption of a Unitholder's entire interest in the Trust.

          Redemption requests must be in writing unless the Managing Owner
determines otherwise.

          The Managing Owner may declare additional redemption dates upon notice
to the Unitholders as well as to those assignees of whom the Managing Owner has
received notice as described above.

          Redemption payments will be made (by mailing a check or crediting a
customer securities account) within 15 business days after the date of
redemption, except that under special circumstances, including, but not limited
to, inability to liquidate commodity positions or default or delay in payments
due from commodity brokers, banks or other persons or entities, the Trust may in
turn delay payment to Unitholders or assignees requesting redemption of their
Units of the proportionate part of the Net Asset Value of such Units equal to
that proportionate part of the aggregate Net Asset Value of the Trust
represented by the sums which are the subject of such default or delay.

          All redemptions will be made at Net Asset Value as of the effective
date of the redemption (the "Valuation Date").

                                      TA-15
<Page>

          The Managing Owner may require a Unitholder to redeem all or a portion
of such Unitholder's Units if the Managing Owner considers doing so to be
desirable for the protection of the Trust, and will use its best efforts to do
so to the extent necessary to prevent the Trust from being deemed to hold "plan
assets" under the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Code with respect to any
"employee benefit plan" as defined in and subject to ERISA or with respect to
any "plan" as defined in Section 4975 of the Code.

          If at the close of business (as determined by the Managing Owner) on
any business day, the Net Asset Value per Unit has decreased to $500 or less,
after adding back all distributions, the Trust will liquidate all open positions
as expeditiously as possible and suspend trading. Within 7 business days after
any such suspension of trading, the Managing Owner shall declare a "Special
Redemption Date." Such Special Redemption Date shall be a business day within 30
business days from the date of suspension of trading by the Trust, and the
Managing Owner shall mail notice of such date to each Unitholder and assignee of
Units of whom it has received written notice, by first class mail, postage
prepaid, not later than 7 business days of the date of the decline of the Net
Asset Value of the Trust precipitating such Special Redemption Date, together
with instructions as to the procedure such Unitholder or assignee must follow to
have such Unitholder's or assignee's interest (only entire, not partial,
interests may be so redeemed unless otherwise determined by the Managing Owner)
in the Trust redeemed on such date. Upon redemption pursuant to a Special
Redemption Date, a Unitholder or any other assignee of whom the Managing Owner
has received written notice, shall receive from the Trust an amount equal to the
Net Asset Value of such Unitholder's interest, determined as of the close of
business (as determined by the Managing Owner) on such Special Redemption Date.
No redemption charges shall be assessed on any such Special Redemption Date. As
in the case of a regular redemption, an assignee shall not be entitled to
redemption on any Special Redemption Date until the Managing Owner has received
written notice (see Section 11) of the assignment, transfer or disposition under
which the assignee claims an interest in the Units to be redeemed. If, after
such Special Redemption Date, the Net Assets of the Trust are at least $250,000
and the Net Asset Value per Unit is in excess of $250, the Trust may, in the
discretion of the Managing Owner, resume trading. If the preceding conditions
are not met or the Managing Owner determines not to resume trading, the Trust
will be dissolved and terminated.

          The Managing Owner may declare additional Special Redemption Dates
upon notice to the Unitholders and assignees of whom the Managing Owner has
received notice. In the event the Managing Owner does, in its discretion,
declare a Special Redemption Date, the Managing Owner may, in its notice of such
Special Redemption Date modify the circumstances under which the Managing Owner
is again required to declare a Special Redemption Date, as set forth in the
preceding paragraph.

          14.     OFFERING OF UNITS.

          The Managing Owner on behalf of the Trust shall (i) cause to be filed
from time to time a Registration Statement or Registration Statements, and such
amendments thereto as the Managing Owner may deem advisable, with the Securities
and Exchange Commission for the registration and ongoing public offering of
Units, (ii) use its best efforts to qualify Units for sale from time to time
under the securities laws of such states of the United States or other
jurisdictions as the Managing Owner shall deem advisable and (iii) take such
action with respect to the matters described in (i) and (ii) as the Managing
Owner shall deem advisable or necessary.

          The Managing Owner shall not accept any subscriptions for Units if
doing so would cause the Trust to be considered to hold "plan assets" for any
purpose of ERISA or Section 4975 of the Code with respect to any "employee
benefit plan" as defined in and subject to ERISA or with respect to any "plan"
as defined in Section 4975 of the Code.

          All Units subscribed for upon transfer of funds from a subscriber's
account (or receipt of a check in the subscription amount) are issued subject to
the collection of the funds represented by such transfer (or check). In the
event that a transfer (or check) of a subscriber is not honored, the Trust shall
cancel the Units issued to such subscriber in consideration of such dishonored
transfer (or check); provided that the Managing Owner may waive such
cancellation upon receipt of what it believes to be reasonable assurances that
such transfer (or check) will be honored or replaced by another transfer (or
check) which will be honored within 10 business days of original dishonor. Any
losses or profits sustained by the Trust in connection with its trading
allocable to cancelled Units shall be deemed an increase or decrease in the Net
Assets of the Trust and allocated as described above in Section 8,

                                      TA-16
<Page>

not a liability of the Managing Owner. Each subscriber agrees to reimburse the
Trust for any expense or losses incurred in connection with any such
cancellation of Units issued to him or her.

          Units will be sold as of the first day of each calendar month subject
to the Managing Owner's discretion to hold intra-month closings and to suspend
or terminate the offering of Units.

          Each Unitholder consents, by the act of purchasing Units, to the Trust
issuing to such Unitholder additional Units (in fractions calculated up to three
decimal places) in lieu of all interest earned on such Unitholder's subscription
while held pending investment in the Units.

          15.     SPECIAL POWER OF ATTORNEY.

          Each Unitholder by virtue of having purchased or otherwise acquired
Units does hereby irrevocably constitute and appoint the Managing Owner and each
officer of the Managing Owner, with full power of substitution, as his or her
true and lawful attorney-in-fact, in his or her name, place and stead, to
execute, acknowledge, swear to (and deliver as may be appropriate) on his or her
behalf and file and record in the appropriate public offices and publish (as may
in the reasonable judgment of the Managing Owner be required by law): (i) this
Declaration of Trust, including any amendments and/or restatements hereto duly
adopted as provided herein; (ii) certificates in various jurisdictions, and
amendments and/or restatements thereto; (iii) all conveyances and other
instruments which the Managing Owner deems appropriate to qualify or continue
the Trust in the State of Delaware and the jurisdictions in which the Trust may
conduct business, or which may be required to be filed by the Trust or the
Unitholders under the laws of any jurisdiction or under any amendments or
successor statutes to the Act, to reflect the dissolution or termination of the
Trust or the Trust being governed by any amendments or successor statutes to the
Act or to reorganize or refile the Trust in a different jurisdiction; and (iv)
to file, prosecute, defend, settle or compromise litigation, claims or
arbitrations on behalf of the Trust. The Power of Attorney granted herein shall
be irrevocable and deemed to be a power coupled with an interest (including,
without limitation, the interest of the other Unitholders in the Managing Owner
being able to rely on the Managing Owner's authority to act as contemplated by
this Section 14) and shall survive and shall not be affected by the subsequent
incapacity, disability or death of a Unitholder.

          16.     WITHDRAWAL OF A UNITHOLDER.

          The Trust shall be dissolved upon the death, insanity, bankruptcy,
retirement, resignation, expulsion, withdrawal, insolvency or dissolution of the
Managing Owner, or any other event that causes the Managing Owner to cease to be
the managing owner of the Trust, unless the Trust is continued pursuant to the
terms of Section 5(a)(3). In addition, the Managing Owner may withdraw from the
Trust, without any breach of this Declaration of Trust, at any time upon 120
days' written notice by first class mail, postage prepaid, to the Trustee, each
Unitholder and each assignee of whom the Managing Owner has notice. In the event
of the Managing Owner's removal or withdrawal from the Trust, the Managing Owner
shall be entitled to a redemption of its interest in the Trust at its Net Asset
Value as of the close of business on the last business day of the month
following the date of removal or withdrawal. If the Managing Owner withdraws
from the Trust and the Trust's business is continued, the withdrawing Managing
Owner shall pay all expenses incurred as a result of its withdrawal.

          The Managing Owner may not assign its general liability interest or
its obligation to direct the trading of the Trust without the consent of each
Unitholder. The Managing Owner will notify all Unitholders of any change in the
principals of the Managing Owner.

          The death, incompetency, withdrawal, insolvency or dissolution of a
Unitholder or any other event that causes a Unitholder to cease to be a
beneficial owner (within the meaning of the Act) in the Trust shall not
terminate or dissolve the Trust, and a Unitholder, his or her estate, custodian
or personal representative shall have no right to redeem or value such
Unitholder's interest except as provided in Section 12 hereof. Each Unitholder
expressly agrees that in the event of his or her death, he or she waives on
behalf of himself or herself and his or her estate, and directs the legal
representatives of his or her estate and any person interested therein to waive,
the furnishing of any inventory, accounting or appraisal of the assets of the
Trust and any right to an audit or examination of the books of the Trust.
Nothing in this Section 15 shall, however, waive any right given elsewhere in
this Declaration of Trust for a Unitholder to be informed of the Net Asset Value
of his or her Units, to receive

                                      TA-17
<Page>

periodic reports, audited financial statements and other information from the
Managing Owner or the Trust or to redeem or transfer Units.

          17.     BENEFIT PLAN INVESTORS.

          Each Unitholder that is an "employee benefit plan" as defined in and
subject to ERISA or a "plan" as defined in Section 4975 of the Code (each such
employee benefit plan and plan, a "Plan"), and each fiduciary thereof who has
caused the Plan to become a Unitholder (a "Plan Fiduciary"), represents and
warrants that: (a) the Plan Fiduciary has considered an investment in the Trust
for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has
determined that, in view of such considerations, the investment in the Trust by
such Plan is consistent with such Plan Fiduciary's responsibilities under ERISA;
(c) the investment in the Trust by the Plan does not violate and is not
otherwise inconsistent with the terms of any legal document constituting the
Plan or any trust agreement entered into thereunder; (d) the Plan's investment
in the Trust has been duly authorized and approved by all necessary parties; (e)
none of the Managing Owner, the Selling Agents, the Trustee, any of their
respective affiliates or any of their respective agents or employees: (i) has
investment discretion with respect to the investment of the assets of the Plan
used to purchase Units; (ii) has authority or responsibility to or regularly
gives investment advice with respect to the assets of the Plan used to purchase
Units for a fee and pursuant to an agreement or understanding that such advice
will serve as a primary basis for investment decisions with respect to the Plan
and that such advice will be based on the particular investment needs of the
Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f)
the Plan Fiduciary: (i) is authorized to make, and is responsible for, the
decision for the Plan to invest in the Trust, including the determination that
such investment is consistent with the requirement imposed by Section 404 of
ERISA that Plan investments be diversified so as to minimize the risks of large
losses; (ii) is independent of the Managing Owner, the Selling Agents, the
Trustee, and any of their respective affiliates; and (iii) is qualified to make
such investment decision.

          18.     STANDARD OF LIABILITY; INDEMNIFICATION.

          (a)     STANDARD OF LIABILITY FOR THE MANAGING OWNER. The Managing
Owner and its Affiliates, as defined below, shall have no liability to the Trust
or to any Unitholder for any loss suffered by the Trust which arises out of any
action or inaction of the Managing Owner or its Affiliates, if the Managing
Owner, in good faith, determined that such course of conduct was in the best
interests of the Trust, and such course of conduct did not constitute negligence
or misconduct of the Managing Owner or its Affiliates.

          (b)     INDEMNIFICATION OF THE MANAGING OWNER BY THE TRUST. To the
fullest extent permitted by law, subject to this Section 17, the Managing Owner
and its Affiliates shall be indemnified by the Trust, solely from the assets of
the Trust, against any losses, judgments, liabilities, expenses and amounts paid
in settlement of any claims sustained by them in connection with the Trust;
provided that such claims were not the result of negligence or misconduct on the
part of the Managing Owner or its Affiliates, and the Managing Owner, in good
faith, determined that such conduct was in the best interests of the Trust; and
provided further that Affiliates of the Managing Owner shall be entitled to
indemnification only for losses incurred by such Affiliates in performing the
duties of the Managing Owner and acting wholly within the scope of the authority
of the Managing Owner.

          Notwithstanding anything to the contrary contained in the preceding
two paragraphs, the Managing Owner and its Affiliates and any persons acting as
selling agent for the Units shall not be indemnified for any losses, liabilities
or expenses arising from or out of an alleged violation of federal or state
securities laws unless (1) there has been a successful adjudication on the
merits of each count involving alleged securities law violations as to the
particular indemnitee and the court approves indemnification of the litigation
costs, or (2) such claims have been dismissed with prejudice on the merits by a
court of competent jurisdiction as to the particular indemnitee and the court
approves indemnification of the litigation costs, or (3) a court of competent
jurisdiction approves a settlement of the claims against a particular indemnitee
and finds that indemnification of the settlement and related costs should be
made.

          In any claim for indemnification for federal or state securities law
violations, the party seeking indemnification shall place before the court the
position of the Securities and Exchange Commission, the California Department of
Corporations, the Massachusetts Securities Division, the Pennsylvania Securities
Commission, the

                                      TA-18
<Page>

Tennessee Securities Division, the Texas Securities Board and any other state or
applicable regulatory authority with respect to the issue of indemnification for
securities law violations.

          The Trust shall not bear the cost of that portion of any insurance
which insures any party against any liability the indemnification of which is
herein prohibited.

          For the purposes of this Section 17, the term "Affiliates" shall mean
any person acting on behalf of or performing services on behalf of the Trust
who: (1) directly or indirectly controls, is controlled by, or is under common
control with the Managing Owner; or (2) owns or controls 10% or more of the
outstanding voting securities of the Managing Owner; or (3) is an officer or
director of the Managing Owner; or (4) if the Managing Owner is an officer,
director, partner or trustee, is any entity for which the Managing Owner acts in
any such capacity.

          Advances from the funds of the Trust to the Managing Owner or its
Affiliates for legal expenses and other costs incurred as a result of any legal
action initiated against the Managing Owner by a Unitholder are prohibited.

          Advances from the funds of the Trust to the Managing Owner or its
Affiliates for legal expenses and other costs incurred as a result of a legal
action will be made only if the following three conditions are satisfied: (1)
the legal action relates to the performance of duties or services by the
Managing Owner or its Affiliates on behalf of the Trust; (2) the legal action is
initiated by a third party who is not a Unitholder; and (3) the Managing Owner
or its Affiliates undertake to repay the advanced funds, with interest from the
initial date of such advance, to the Trust in cases in which they would not be
entitled to indemnification under the standard of liability set forth in Section
17(a).

          In no event shall any indemnity or exculpation provided for herein be
more favorable to the Managing Owner or any Affiliate than that contemplated by
the Blue Sky Guidelines as in effect on the date of this Declaration of Trust.

          In no event shall any indemnification permitted by this subsection (b)
of Section 17 be made by the Trust unless all provisions of this Section for the
payment of indemnification have been complied with in all respects. Furthermore,
it shall be a precondition of any such indemnification that the Trust receive a
determination of qualified independent legal counsel in a written opinion that
the party which seeks to be indemnified hereunder has met the applicable
standard of conduct set forth herein. Receipt of any such opinion shall not,
however, in itself, entitle any such party to indemnification unless
indemnification is otherwise proper hereunder. Any indemnification payable by
the Trust hereunder shall be made only as provided in the specific case.

          In no event shall any indemnification obligations of the Trust under
this subsection (b) of Section 17 subject a Unitholder to any liability in
excess of that contemplated by subsection (e) of Section 8 hereof.

          (c)     INDEMNIFICATION BY THE UNITHOLDERS. In the event that the
Trust is made a party to any claim, dispute or litigation or otherwise incurs
any loss or expense as a result of or in connection with any activities of a
Unitholder, obligations or liabilities unrelated to the business of the Trust or
as a result of or in connection with a transfer, assignment or other disposition
or an attempted transfer, assignment or other disposition by a Unitholder or an
assignee of its Units or of any part of its right, title and interest in the
capital or profits of the Trust in violation of this Declaration of Trust, such
Unitholder shall indemnify and reimburse the Trust for all loss and expense
incurred, including reasonable attorneys' fees.

          19.     AMENDMENTS; MEETINGS.

          (a)     AMENDMENTS WITH CONSENT OF THE MANAGING OWNER. If at any time
during the term of the Trust the Managing Owner shall deem it necessary or
desirable to amend this Declaration of Trust, the Managing Owner may proceed to
do so, provided that such amendment shall be effective only if embodied in an
instrument approved by the Managing Owner and, pursuant to a vote called by the
Managing Owner, by the holders of Units representing a majority of the
outstanding Units. Such vote shall be taken at least 30 but not more than 60
days after

                                      TA-19
<Page>

delivery by the Managing Owner to each Unitholder of record by certified mail of
notice of the proposed amendment and voting procedures. Notwithstanding the
foregoing, the Managing Owner may amend this Declaration of Trust without the
consent of the Unitholders in order (i) to clarify any clerical inaccuracy or
ambiguity or reconcile any inconsistency (including any inconsistency between
this Declaration of Trust and the Prospectus), (ii) to effect the intent of the
allocations proposed herein to the maximum extent possible in the event of a
change in the Code or the interpretations thereof affecting such allocations,
(iii) to attempt to ensure that the Trust is not treated as an association
taxable as a corporation for federal income tax purposes, (iv) to qualify or
maintain the qualification of the Trust as a trust in any jurisdiction, (v) to
delete or add any provision of or to this Declaration of Trust required to be
deleted or added by the Staff of the Securities and Exchange Commission or any
other federal agency or any state "Blue Sky" or similar official or in order to
opt to be governed by any amendment or successor statute to the Act, (vi) to
make any amendment to this Declaration of Trust which the Managing Owner deems
advisable, provided that such amendment is for the benefit of and not adverse to
the Unitholders or the Trustee, or that is required by law, (vii) to make any
amendment that is appropriate or necessary, in the opinion of the Managing
Owner, to prevent the Trust or the Managing Owner or its directors, officers or
controlling persons from in any manner being subjected to the provisions of the
Investment Company Act of 1940, as amended, and (viii) to make any amendment
that is appropriate or necessary, in the opinion of the Managing Owner, to avoid
causing the assets of the Trust from being considered for any purpose of ERISA
or Section 4975 of the Code to constitute assets of any Plan.

          (b)     AMENDMENTS AND ACTIONS WITHOUT CONSENT OF THE MANAGING OWNER.
In any vote called by the Managing Owner or pursuant to subsection (c) of this
Section 18, upon the affirmative vote (which may be in person or by proxy) of
more than fifty percent (50%) of the Units then owned by Unitholders, the
following actions may be taken with respect to the Trust, irrespective of
whether the Managing Owner concurs: (i) this Declaration of Trust may be
amended, provided, however, that approval of all Unitholders shall be required
in the case of amendments changing or altering this Section 18, extending the
term of the Trust, or materially changing the Trust's basic investment policies
or structure; in addition, reduction of the capital account of any Unitholder or
assignee or modification of the percentage of profits, losses or distributions
to which a Unitholder or an assignee is entitled hereunder shall not be effected
by any amendment or supplement to this Declaration of Trust without such
Unitholder's or assignee's written consent; (ii) the Trust may be dissolved;
(iii) the Managing Owner may be removed and replaced; (iv) a new managing owner
or managing owners may be elected if the Managing Owner withdraws from the
Trust; (v) the sale of all or substantially all of the assets of the Trust may
be approved; and (vi) any contract with the Managing Owner or any affiliate
thereof may be disapproved and, as a result, terminated upon 60 days' notice.

          (c)     MEETINGS; OTHER. Any Unitholder upon request addressed to the
Managing Owner shall be entitled to obtain from the Managing Owner, upon payment
in advance of reasonable reproduction and mailing costs, a list of the names and
addresses of record of all Unitholders and the number of Units held by each
(which shall be mailed by the Managing Owner to the Unitholder within ten days
of the receipt of the request); provided, that the Managing Owner may require
any Unitholder requesting such information to submit written confirmation that
such information will not be used for commercial purposes. Upon receipt of a
written proposal, signed by Unitholders owning Units representing at least 10%
of all Units then owned by Unitholders, that a meeting of the Trust be called to
vote upon any matter upon which the Unitholders may vote pursuant to this
Declaration of Trust, the Managing Owner shall, by written notice to each
Unitholder of record sent by certified mail within 15 days after such receipt,
call a meeting of the Trust. Such meeting shall be held at least 30 but not more
than 60 days after the mailing of such notice, and such notice shall specify the
date of, a reasonable place and time for, and the purpose of such meeting. Such
notice shall establish a record date for Units entitled to vote at the meeting,
which shall be not more than 15 days prior to the date established for such
meeting.

          The Managing Owner may not restrict the voting rights of Unitholders
as set forth herein.

          In the event that the Managing Owner or the Unitholders vote to amend
this Declaration of Trust in any material respect, the amendment will not become
effective prior to all Unitholders having an opportunity to redeem their Units.

          (d)     CONSENT BY TRUSTEE. The Trustee's written consent to any
amendment of this Declaration of Trust shall be required, such consent not to be
unreasonably withheld; provided, however, that the Trustee may,

                                      TA-20
<Page>

in its sole discretion, withhold its consent to any such amendment that would
adversely affect any right, duty or liability of, or immunity or indemnity in
favor of, the Trustee under this Declaration of Trust or any of the documents
contemplated hereby to which the Trustee is a party, or would cause or result in
any conflict with or breach of any terms, conditions or provisions of, or
default under, the charter documents or by-laws of the Trustee or any document
contemplated hereby to which the Trustee is a party; provided further, that the
Trustee may not withhold consent for any action listed in subsections
18(b)(ii)-(vi). Notwithstanding anything to the contrary contained in this
Declaration of Trust, the Trustee may immediately resign if, in its sole
discretion, the Trustee determines that the Unitholders' actions pursuant to
subsections 18(b)(i)-(vi) would adversely affect the Trustee in any manner.

          20.     GOVERNING LAW.

          The validity and construction of this Declaration of Trust shall be
determined and governed by the laws of the State of Delaware without regard to
principles of conflicts of law; provided, that the foregoing choice of law shall
not restrict the application of any state's securities laws to the sale of Units
to its residents or within such state.

          21.     MISCELLANEOUS.

          (a)     NOTICES. All notices under this Declaration of Trust shall be
in writing and shall be effective upon personal delivery, or if sent by first
class mail, postage prepaid, addressed to the last known address of the party to
whom such notice is to be given, upon the deposit of such notice in the United
States mails.

          (b)     BINDING EFFECT. This Declaration of Trust shall inure to and
be binding upon all of the parties, their successors and assigns, custodians,
estates, heirs and personal representatives. For purposes of determining the
rights of any Unitholder or assignee hereunder, the Trust and the Managing Owner
may rely upon the Trust records as to who are Unitholders and assignees, and all
Unitholders and assignees agree that their rights shall be determined and they
shall be bound thereby.

          (c)     CAPTIONS. Captions in no way define, limit, extend or describe
the scope of this Declaration of Trust nor the effect of any of its provisions.
Any reference to "persons" in this Declaration of Trust shall also be deemed to
include entities, unless the context otherwise requires.

          22.     CERTAIN DEFINITIONS.

          This Declaration of Trust contains certain provisions required by the
Blue Sky Guidelines. The terms used in such provisions are defined as follows
(the following definitions are included VERBATIM from such Guidelines and,
accordingly, may not in all cases be relevant to this Declaration of Trust):

     ADMINISTRATOR. The official or agency administering the securities laws of
     a state.

     ADVISOR. Any Person who for any consideration engages in the business of
     advising others, either directly or indirectly, as to the value, purchase,
     or sale of Commodity Contracts or commodity options.

     AFFILIATE. An Affiliate of a Person means: (a) any Person directly or
     indirectly owning, controlling or holding with power to vote 10% or more of
     the outstanding voting securities of such Person; (b) any Person 10% or
     more of whose outstanding voting securities are directly or indirectly
     owned, controlled or held with power to vote, by such Person; (c) any
     Person, directly or indirectly, controlling, controlled by, or under common
     control of such Person; (d) any officer, director or partner of such
     Person; or (e) if such Person is an officer, director or partner, any
     Person for which such Person acts in any such capacity.

     CAPITAL CONTRIBUTIONS. The total investment in a Program by a Participant
     or by all Participants, as the case may be.

                                      TA-21
<Page>

     COMMODITY BROKER. Any Person who engages in the business of effecting
     transactions in Commodity Contracts for the account of others or for his or
     her own account.

     COMMODITY CONTRACT. A contract or option thereon providing for the delivery
     or receipt at a future date of a specified amount and grade of a traded
     commodity at a specified price and delivery point.

     CROSS REFERENCE SHEET. A compilation of the Guidelines sections, referenced
     to the page of the prospectus, Program agreement, or other exhibits, and
     justification of any deviation from the Guidelines.

     NET ASSETS. The total assets, less total liabilities, of the Program
     determined on the basis of generally accepted accounting principles. Net
     Assets shall include any unrealized profits or losses on open positions,
     and any fee or expense including Net Asset fees accruing to the Program.

     NET ASSET VALUE PER PROGRAM INTEREST. The Net Assets divided by the number
     of Program Interests outstanding.

     NET WORTH. The excess of total assets over total liabilities as determined
     by generally accepted accounting principles. Net Worth shall be determined
     exclusive of home, home furnishings and automobiles.

     NEW TRADING PROFITS. The excess, if any, of Net Assets at the end of the
     period over Net Assets at the end of the highest previous period or Net
     Assets at the date trading commences, whichever is higher, and as further
     adjusted to eliminate the effect on Net Assets resulting from new Capital
     Contributions, redemptions, or capital distributions, if any, made during
     the period decreased by interest or other income, not directly related to
     trading activity, earned on Program assets during the period, whether the
     assets are held separately or in a margin account.

     ORGANIZATIONAL AND OFFERING EXPENSES. All expenses incurred by the Program
     in connection with and in preparing a Program for registration and
     subsequently offering and distributing it to the public, including, but not
     limited to, total underwriting and brokerage discounts and commissions
     (including fees of the underwriters' attorneys), expenses for printing,
     engraving, mailing, salaries of employees while engaged in sales activity,
     charges of transfer agents, registrars, trustees, escrow holders,
     depositories, experts, expenses of qualification of the sale of its Program
     Interest under federal and state law including taxes and fees, accountants'
     and attorneys' fees. (Organizational and Offering Expenses as used in this
     Declaration of Trust does not include selling commissions).

     PARTICIPANT. The holder of a Program Interest.

     PERSON. Any natural Person, partnership, corporation, association or other
     legal entity.

     PIT BROKERAGE FEE. Pit Brokerage Fee shall include floor brokerage,
     clearing fees, National Futures Association fees, and exchange fees.

     PROGRAM. A limited partnership, joint venture, corporation, trust or other
     entity formed and operated for the purpose of investing in Commodity
     Contracts.

     PROGRAM BROKER. A Commodity Broker that effects trades in Commodity
     Contracts for the account of a Program.

     PROGRAM INTEREST. A limited partnership interest or other security
     representing ownership in a Program.

     PYRAMIDING. A method of using all or a part of an unrealized profit in a
     Commodity Contract position to provide margin for any additional Commodity
     Contracts of the same or related commodities.

     SPONSOR. Any Person directly or indirectly instrumental in organizing a
     Program or any Person who will manage or participate in the management of a
     Program, including a Commodity Broker who pays any

                                      TA-22
<Page>

     portion of the Organizational and Offering Expenses of the Program, and the
     general partner(s) and any other Person who regularly performs or selects
     the Persons who perform services for the Program. Sponsor does not include
     wholly independent third parties such as attorneys, accountants and
     underwriters whose only compensation is for professional services rendered
     in connection with the offering of the units. The term "Sponsor" shall be
     deemed to include its Affiliates.

     VALUATION DATE. The date as of which the Net Assets of the Program are
     determined.

     VALUATION PERIOD. A regular period of time between Valuation Dates.

          Certain terms not defined herein are used with the respective meanings
set forth in the Prospectus.

          23.     NO LEGAL TITLE TO TRUST ESTATE.

          The Unitholders shall not have legal title to any part of the Trust
Estate.

          24.     LEGAL TITLE.

          Legal title to all the Trust Estate shall be vested in the Trust as a
separate legal entity; except where applicable law in any jurisdiction requires
any part of the Trust Estate to be vested otherwise, the Managing Owner (or the
Trustee, if required by law) may cause legal title to the Trust Estate of any
portion thereof to be held by or in the name of the Managing Owner or any other
person as nominee.

          25.     CREDITORS.

          No creditors of any Unitholders shall have any right to obtain
possession of, or otherwise exercise legal or equitable remedies with respect
to, the Trust Estate.

                                    *********

                                      TA-23
<Page>

          IN WITNESS WHEREOF, the undersigned have duly executed this Amended
and Restated Declaration of Trust and Trust Agreement as of the day and year
first above written.

                                    WILMINGTON TRUST COMPANY
                                    as Trustee


                                    By /s/ Anita E. Dallago
                                       --------------------
                                        Name: Anita E. Dallago
                                        Title: Senior Financial Services Officer


                                    MILLBURN RIDGEFIELD CORPORATION
                                    as Managing Owner


                                    By: /s/ Harvey Beker
                                        ----------------
                                        Harvey Beker
                                        Co-Chief Executive Officer


                                    All Unitholders now and hereafter admitted
                                    as Unitholders of the Trust, pursuant to
                                    powers of attorney now and hereafter
                                    executed in favor of, and granted and
                                    delivered to, the Managing Owner.


                                    By: MILLBURN RIDGEFIELD CORPORATION
                                        as Attorney-in-Fact


                                    By: /s/ George E. Crapple
                                        ---------------------
                                         George E. Crapple
                                         Co-Chief Executive Officer

                                      TA-24
<Page>

                                   SCHEDULE A

                              CERTIFICATE OF TRUST
                                       OF
                               GLOBAL MACRO TRUST


          THIS Certificate of Trust of GLOBAL MACRO TRUST (the "Trust"), dated
July 23, 2001, is being duly executed and filed by Wilmington Trust Company, a
Delaware banking corporation, as trustee, to form a business trust under the
Delaware Business Trust Act (12 DEL.C. Section 3801 et seq.).

          1. NAME. The name of the business trust formed hereby is GLOBAL MACRO
TRUST.

          2. DELAWARE TRUSTEE. The name and business address of the trustee of
the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration.

          IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first above
written.


                                  WILMINGTON TRUST COMPANY,
                                  as Trustee


                                  By: /s/ PATRICIA A. EVANS
                                      ---------------------
                                      Name:  Patricia A. Evans
                                      Title: Senior Financial Services Officer

                                      TA-25
<Page>

                         [PAGE INTENTIONALLY LEFT BLANK]

<Page>

                                                                           ANNEX

                               GLOBAL MACRO TRUST
                             REQUEST FOR REDEMPTION

GLOBAL MACRO TRUST                                        ______________________
c/o MILLBURN RIDGEFIELD CORPORATION
    MANAGING OWNER                                                 DATE
411 WEST PUTNAM AVENUE
GREENWICH, CONNECTICUT  06830

Dear Sirs:

     The undersigned (trust account number GM-_______) hereby requests
redemption subject to all the terms and conditions of the Declaration of Trust
and Trust Agreement (the "Declaration of Trust") of GLOBAL MACRO TRUST (the
"Trust") of _____ Units of Beneficial Interest ("Units") in the Trust. (INSERT
NUMBER OF WHOLE UNITS TO BE REDEEMED; SUBSCRIBERS MAY REDEEM ANY NUMBER OF WHOLE
UNITS, THEY NEED NOT REDEEM ALL OR ANY MINIMUM NUMBER OF THEIR UNITS IN ORDER TO
REDEEM CERTAIN OF THEIR UNITS; HOWEVER, IF NO NUMBER IS INDICATED, ALL UNITS
HELD OF RECORD BY THE UNDERSIGNED WILL BE REDEEMED; FRACTIONAL UNITS MAY ONLY BE
REDEEMED UPON COMPLETE REDEMPTION OF THE UNDERSIGNED'S INTEREST IN THE TRUST.)
Units are redeemed at the Net Asset Value per Unit, as defined in the
Declaration of Trust, less any applicable redemption charge (see below).
Redemption shall be effective as of the end of the current calendar month;
provided that this Request for Redemption is received at least ten (10) days
prior to the end of such month. Payment of the redemption price of Units will
generally be made within fifteen (15) business days of the date of redemption.

     The undersigned hereby represents and warrants that the undersigned is the
true, lawful and beneficial owner of the Units to which this Request for
Redemption relates, with full power and authority to request redemption of such
Units. Such Units are not subject to any pledge or otherwise encumbered in any
fashion.

     Redemption charges of 4% and 3% (3.5% and 2.5%, 3% and 2%, and 2% and 1% in
the case of subscriptions for $100,000, $500,000 or $1,000,000 or more,
respectively) of the Net Asset Value of Units redeemed on or before the end of
the 6th and after the end of the 6th but on or before the end of the 12th full
calendar months, respectively, after the undersigned has purchased the Units
being redeemed will be deducted from the redemption price of all such Units and
paid to the Managing Owner. If the undersigned has purchased Units at more than
one closing, such Units will be treated on a first-in/first-out basis for
purposes of determining whether redemption charges continue to be applicable to
such Units. Redemption charges to not apply to Unitholders who acquired their
Units through broker or trust company asset-based fee or fixed-fee investment
programs or Unitholders who are Selling Agent employees who acquired their Units
through a 401(k) plan or other Selling Agent-sponsored employee benefit plan.

UNITED STATES UNITHOLDERS ONLY:

     Under the penalties of perjury, the undersigned hereby certifies that the
Social Security Number or Taxpayer ID Number indicated on this Request for
Redemption is the undersigned's true, correct and complete Social Security
Number or Taxpayer ID Number and that the undersigned is not subject to backup
withholding under the provisions of Section 3406(a)(1)(C) of the Internal
Revenue Code.

NON-UNITED STATES UNITHOLDERS ONLY:

Under the penalties of perjury, the undersigned hereby certifies that (a) the
undersigned is not a citizen or resident of the United States or (b) (in the
case of an investor which is not an individual) the undersigned is not a United
States corporation, partnership, estate or trust.

      SIGNATURES MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED

   Credit my customer securities account           Send to the address below

--------------------------------------------------------------------------------
  Name              Street                    City, State and Zip Code

Entity Unitholder                             Individual Unitholder(s)
(or assignee)                                 (or assignee(s))

-------------------------------------------   ----------------------------------
(Name of Entity)
                                              ----------------------------------

                                              ----------------------------------
By:                                           (Signature(s) of all Unitholder(s)
   ----------------------------------------   or assignee(s))
   (Authorized corporate officer,
    partner or trustee)
Social Security or Taxpayer ID Number ________________

                                      RR-1
<Page>

                         [PAGE INTENTIONALLY LEFT BLANK]

<Page>

                                                                       EXHIBIT B

                               GLOBAL MACRO TRUST

                            SUBSCRIPTION REQUIREMENTS


     By executing a Subscription Agreement and Power of Attorney Signature Page
for GLOBAL MACRO TRUST (THE "TRUST"), each PURCHASER ("PURCHASER") of UNITS OF
BENEFICIAL INTEREST ("UNITS") in the Trust irrevocably subscribes for Units at
the Net Asset Value per Unit, as described in the Trust's PROSPECTUS DATED
___________ (THE "PROSPECTUS"). The minimum initial subscription is $5,000;
$2,000 for trustees or custodians of employee benefit plans. Incremental
subscriptions will be accepted in multiples of $100 in excess of such minimums.
Existing Unitholders may make additional investments in the Trust in $1,000
minimums, also with $100 increments. Units are sold in fractions calculated to
three decimal places.


     Purchaser is herewith delivering to Purchaser's Selling Agent (hereinafter,
"Selling Agent") an executed Subscription Agreement and Power of Attorney
Signature Page and either (i) delivering a check in the full amount of the
Purchaser's subscription or (ii) hereby authorizing such Selling Agent to debit
Purchaser's customer securities account maintained with such Selling Agent for
the full amount of Purchaser's subscription in accordance with the procedures
described under "Plan of Distribution -- Subscription Procedure" in the
Prospectus. If Purchaser's Subscription Agreement and Power of Attorney is
accepted, Purchaser agrees to contribute Purchaser's subscription to the Trust
and to be bound by the terms of the Trust's Declaration of Trust (Exhibit A to
the Prospectus). Purchaser agrees to reimburse the Trust and MILLBURN RIDGEFIELD
CORPORATION (THE "MANAGING OWNER") for any expense or loss incurred by either as
a result of the cancellation of Purchaser's Units due to a failure of the
Purchaser to deliver good funds in the amount of the subscription price of any
or all of such Units.

     If Purchaser is acting on behalf of an "employee benefit plan," as defined
in and subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or any "plan," as defined in Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") (the subscribing "employee benefit
plan" or a "plan" being hereinafter referred to as the "Plan"), Purchaser, as,
or on behalf of, the fiduciary of the Plan responsible for purchasing the Units
(the "Plan Fiduciary") understands that: the Plan Fiduciary must consider an
investment in the Units in light of the risks relating thereto; the Plan
Fiduciary must determine that, in view of such considerations, the Plan's
investment in the Trust is consistent with the Plan Fiduciary's responsibilities
under ERISA; the Plan's investment in the Trust must not violate and must not be
otherwise inconsistent with the terms of any legal document constituting the
Plan or any trust agreement thereunder; and the Plan Fiduciary (i) must be
responsible for the decision to invest in the Units, including the determination
that such investment is consistent with the requirement imposed by Section 404
of ERISA that Plan investments be diversified so as to minimize the risks of
large losses, (ii) must be independent of the Managing Owner, any of the Trust's
Selling Agents, Wilmington Trust Company, and any of their respective
affiliates, (iii) must be qualified to make such investment decision, and (iv)
none of the Managing Owner, any of the Trust's Selling Agents, any Clearing
Broker, Wilmington Trust Company, any of their respective affiliates or any of
their respective agents or employees may either: (a) have investment discretion
with respect to the investment of the assets of the Plan used to purchase Units;
(b) have authority or responsibility to or regularly give investment advice with
respect to the assets of the Plan used to purchase Units for a fee and pursuant
to an agreement or understanding that such advice will serve as a primary basis
for investment decisions with respect to the Plan and that such advice will be
based on the particular investment needs of the Plan; or (c) be an employer
maintaining or contributing to the Plan. The undersigned must, at the request of
the Managing Owner, furnish the Managing Owner with such information as the
Managing Owner may reasonably require to establish that the purchase of Units by
the Plan does not violate any provision of ERISA or the Code including, without
limitation, those provisions relating to "prohibited transactions" by "parties
in interest" or "disqualified persons," as defined therein.

INVESTOR SUITABILITY

     PURCHASER UNDERSTANDS THAT THE PURCHASE OF UNITS MAY BE MADE ONLY BY
PERSONS WHO, AT A MINIMUM HAVE (i) A NET WORTH OF AT LEAST $150,000 (EXCLUSIVE
OF HOME, FURNISHINGS AND AUTOMOBILES) OR (ii) AN ANNUAL GROSS INCOME OF AT LEAST
$45,000 AND A NET WORTH (SIMILARLY CALCULATED OF AT LEAST $45,000). PURCHASERS
WHO PURCHASE UNITS THROUGH UBS PAINEWEBBER INC. MUST, AT A MINIMUM, HAVE A NET
WORTH OF AT LEAST $150,000 (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) AND
AN ANNUAL GROSS INCOME OF AT LEAST $50,000 AND MUST HAVE CHOSEN
"AGGRESSIVE/SPECULATIVE" OR "MODERATE" AS THEIR PRIMARY RISK TOLERANCE.

     RESIDENTS OF THE FOLLOWING STATES MUST MEET THE SPECIFIC REQUIREMENTS SET
FORTH BELOW (NET WORTH, IS IN ALL CASES, TO BE CALCULATED EXCLUSIVE OF HOME,
FURNISHINGS AND AUTOMOBILES). NO PURCHASER SHOULD INVEST MORE

                                      SR-1
<Page>

THAN 10% OF HIS OR NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) IN
THE UNITS. NO ENTITY, INCLUDING ERISA PLANS, SHOULD INVEST MORE THAN 10% OF ITS
LIQUID NET WORTH (READILY MARKETABLE SECURITIES) IN THE UNITS.

          1.   Alaska -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

          2.   Arizona -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

          3.   California -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

          4.   Iowa -- Net worth of at least $225,000 or a net worth of at least
     $60,000 and an annual taxable income of at least $60,000. Minimum purchase
     for individual retirement accounts and employee benefit plans in Iowa is
     $3,500.

          5.   Maine - Net worth of at least $200,000 or a net worth of at least
     $50,000 and an annual taxable income of at least $50,000.

          6.   Massachusetts -- Net worth of at least $225,000 or a net worth of
     at least $60,000 and annual taxable income of at least $60,000

          7.   Michigan -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and taxable income during the preceding year of at least
     $60,000.

          8.   Mississippi-- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

          9.   Missouri -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

          10.  Nebraska -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

          11.  New Hampshire -- Net worth of at least $250,000 or a net worth of
     at least $125,000 and an annual taxable income of at least $50,000.

          12.  North Carolina -- Net worth of at least $225,000 or a net worth
     of at least $60,000 and annual taxable income of at least $60,000.

          13.  Pennsylvania -- Net worth of at least $175,000 or a net worth of
     at least $100,000 and an annual income of at least $50,000.

          14.  South Carolina -- Net worth of at least $100,000 or a net income
     in the preceding year some portion of which was subject to maximum federal
     and state income tax.

          15.  South Dakota -- Net worth of at least $225,000 or a net worth of
     at least $60,000 and annual taxable income of at least $60,000.

          16.  Tennessee -- Net worth of at least $250,000 or a net worth of at
     least $65,000 and annual taxable income of at least $65,000.

          17.  Texas -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

                            -------------------------

     In the case of IRA and SEP plans, the foregoing suitability standards are
applicable to the beneficiary of the plan for whose account the Units are being
acquired.

     THE FOREGOING SUITABILITY STANDARDS ARE REGULATORY MINIMUMS ONLY. MERELY
BECAUSE PURCHASER MEETS SUCH REQUIREMENTS DOES NOT NECESSARILY MEAN THAT A HIGH
RISK, SPECULATIVE AND ILLIQUID INVESTMENT SUCH AS THE UNITS IS, IN FACT,
SUITABLE FOR PURCHASER.

                                      SR-2
<Page>

                                                                       EXHIBIT C

           THE EXECUTION COPY OF THE SUBSCRIPTION AGREEMENT AND POWER
         OF ATTORNEY ACCOMPANIES THIS PROSPECTUS AS A SEPARATE DOCUMENT.

                               GLOBAL MACRO TRUST
                          UNITS OF BENEFICIAL INTEREST

         BY EXECUTING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY,
                SUBSCRIBERS ARE NOT WAIVING ANY RIGHTS UNDER THE
                            FEDERAL SECURITIES LAWS.

                                ----------------

                           SUBSCRIPTION AGREEMENT AND
                                POWER OF ATTORNEY

GLOBAL MACRO TRUST
c/o MILLBURN RIDGEFIELD CORPORATION
    MANAGING OWNER
411 WEST PUTNAM AVENUE
GREENWICH, CONNECTICUT  06830

Dear Sirs:

          1. SUBSCRIPTION FOR UNITS. I hereby subscribe for the dollar amount of
UNITS OF BENEFICIAL INTEREST ("UNITS") in GLOBAL MACRO TRUST (the "Trust") set
forth in the Subscription Agreement and Power of Attorney Signature Page
attached hereto (minimum $5,000; $2,000 for trustees or custodians of employee
benefit plans), at a purchase price per Unit of Net Asset Value. Subscriptions
in excess of the foregoing minimums are permitted in $100 increments. Existing
investors may subscribe for additional Units in $1,000 minimums, also with $100
increments. Fractional Units will be issued to three decimal places. The terms
of the offering of the Units are described in the current Prospectus of the
Trust (the "Prospectus"). I have either (i) authorized my selling agent to debit
my customer securities account in the amount of my subscription or (ii)
delivered a check to my selling agent made out to "GLOBAL MACRO TRUST." If I
have chosen to subscribe by account debit, I acknowledge that I must have my
subscription payment in such account on but not before the settlement date for
my purchase of Units, which will occur no later than three (3) business days
after the acceptance of my subscription. My Registered Representative shall
inform me of such settlement date, on which date my account will be debited and
the amounts so debited will be transmitted, in the form of a selling agent check
or wire transfer made out to "GLOBAL MACRO TRUST" directly to the Trust's
account at FBR National Bank & Trust (for wire instructions, contact Gail
Rosenhack at 203-625-8215). MILLBURN RIDGEFIELD CORPORATION (THE "MANAGING
OWNER") may, in its sole and absolute discretion, accept or reject this
subscription in whole or in part. SUBSCRIPTIONS ARE REVOCABLE FOR FIVE BUSINESS
DAYS AFTER SUBMISSION. ALL UNITS ARE OFFERED SUBJECT TO PRIOR SALE.

          Subscriptions generally must be submitted no later than five calendar
days prior to the end of a month in order to be invested in the Units as of the
beginning of the immediately following month.

          2. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. I have received the
current Prospectus together with a recent Monthly Report of the Trust. I am of
legal age and am legally competent to execute this Subscription Agreement and
Power of Attorney. I understand that certain investor suitability standards must
be met as a condition of my investment in the Units. I acknowledge that I
satisfy the applicable requirements relating to net worth and annual income and,
if applicable, indicated risk tolerance, as set forth in "Exhibit B --
Subscription Requirements" to the Prospectus. If the undersigned is acting on
behalf of an "employee benefit plan," as defined in and subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or any "plan," as
defined in Section 4975 of the Internal Revenue Code of 1986, as amended (each,
a "Plan"), the individual signing below represents and warrants as, or on behalf
of, the Plan's fiduciary that: the Plan's fiduciary has (a) considered this
investment in light of its risks; (b) determined that this investment is
consistent with the Plan fiduciary's responsibilities under ERISA; (c)
determined that this investment neither violates nor is inconsistent with the
terms of the Plan; that (d) this investment has been authorized and approved by
all necessary parties; (e) none of the Managing Owner, any of the Selling
Agents, any Clearing Broker, Wilmington Trust Company, any of their

                                      SA-1
<Page>

respective affiliates, agents or employees (i) has discretion with respect to
the investment of assets of the Plan used to purchase Units; (ii) has authority
or responsibility to or regularly gives investment advice with respect to the
assets of the Plan used to purchase Units for a fee and pursuant to an agreement
or understanding that such advice will serve as a primary basis for investment
decisions with respect to the Plan and that such advice will be based on the
particular investment needs of the Plan; or (iii) is an employer maintaining or
contributing to the Plan; and (f) the Plan's fiduciary is authorized and
qualified to make, and is responsible for, the decision to invest in the Trust
and is independent of the Managing Owner, the Trust's Selling Agents, the
Clearing Broker, Wilmington Trust Company, and any of their respective
affiliates. If subscriber is not an individual, the person signing the
Subscription Agreement and Power of Attorney Signature Page on behalf of
subscriber is duly authorized to execute such Signature Page and subscriber has
full power and authority to purchase the Units. This subscription, if made as
custodian for a minor, is a gift I have made to such minor, or if not a gift,
such minor satisfies the requirements relating to net worth and annual income
set forth in "Exhibit B -- Subscription Requirements." I am, or am not required
to be, registered with the CFTC or a member of NFA. The information set forth on
the Subscription Agreement and Power of Attorney Signature Page is correct and
complete as of the date of such Subscription Agreement, and, should there be any
material change in such information prior to my admission to the Trust as a
Unitholder, I will immediately furnish revised or corrected information to the
Managing Owner.

          3. POWER OF ATTORNEY. In connection with my purchase of Units, I do
hereby irrevocably constitute and appoint the Managing Owner and its successors
and assigns, as my true and lawful Attorney-in-Fact, with full power of
substitution, in my name, place and stead, to (i) file, prosecute, defend,
settle or compromise litigation, claims or arbitrations on behalf of the Trust
and (ii) make, execute, sign, acknowledge, swear to, deliver, record and file
any documents or instruments which may be considered necessary or desirable by
the Managing Owner to carry out fully the provisions of the Declaration of Trust
of the Trust, including, without limitation, the execution of the said Agreement
itself, and the execution of all amendments permitted by the terms thereof. The
Power of Attorney granted hereby shall be deemed to be coupled with an interest,
shall be irrevocable, shall survive, and shall not be affected by, my subsequent
death, incapacity, disability, insolvency or dissolution or any delivery by me
of an assignment of the whole or any portion of my Units.

          4. GOVERNING LAW. Subscriber hereby acknowledges and agrees that this
Subscription Agreement and Power of Attorney shall be governed by and be
interpreted in accordance with the laws of the State of Delaware, without regard
to principles of conflicts of laws.


          5. RISKS. (i) The Trust is speculative. You may lose all or
substantially all of your investment in the Trust; (ii) The Trust is recently
formed and has a limited performance history; (iii) the Trust is leveraged. The
Trust will acquire positions with a face amount as much as six to ten times or
more of its total equity. Leverage magnifies the impact of both profit and loss;
(iv) the performance of the Trust is expected to be volatile. In the last five
years, monthly returns in the Managing Owner's Diversified Portfolio, the
trading portfolio to be used by the Trust, ranged from up 14.41% to down 11.81%;
(v) You will sustain losses if the Trust is unable to generate sufficient
trading profits and interest income to offset its fees and expenses; and (vi)
the Units are not liquid. No secondary market exists for the Units and you may
redeem Units only as of a month-end. No investor should invest more than 10% of
his or her net worth (exclusive of home, furnishings and automobiles) in the
Trust.


         See "The Risks You Face" in the Prospectus beginning at page 9.

                                ----------------

     PLEASE COMPLETE THE SEPARATE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
SIGNATURE PAGE WHICH ACCOMPANIES THIS PROSPECTUS CAREFULLY, AND ENSURE THAT YOUR
REGISTERED REPRESENTATIVE KNOWS WHETHER YOU ARE SUBSCRIBING BY CHECK OR ACCOUNT
DEBIT.

                                      SA-2
<Page>

                               GLOBAL MACRO TRUST
                          UNITS OF BENEFICIAL INTEREST
                  SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
                  SPECIMEN SIGNATURE PAGE (NOT TO BE COMPLETED)

    PLEASE COMPLETE THE SEPARATE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
                SIGNATURE PAGE WHICH ACCOMPANIES THIS PROSPECTUS.

The investor named below, by execution and delivery of this Subscription
Agreement and Power of Attorney Signature Page for purchase of units of
beneficial interest (the "Units") in GLOBAL MACRO TRUST (THE "TRUST") -- and by
either (i) enclosing a check payable to GLOBAL MACRO TRUST or (ii) authorizing
the Selling Agent to debit investor's securities account in the amount set forth
below -- hereby subscribes for the purchase of Units, at the price of the Net
Asset Value per Unit.

The named investor further acknowledges receipt of the current Prospectus of the
Trust (the "Prospectus") together with a recent Monthly Report of the Trust. The
Prospectus includes the Trust's Declaration of Trust and Agreement, the
Subscription Requirements and the Subscription Agreement and Power of Attorney,
the terms of which govern the investment in the Units being subscribed for
hereby.

By my signature below, I represent that I satisfy the requirements relating to
net worth and annual income and, if applicable, indicated risk tolerance as set
forth in Exhibit B to the Prospectus.


1) Total $ Amount __________________________________ (minimum of $5,000, except
   $2,000 minimum for IRAs and other qualified accounts; $1,000 minimum for
   existing investors making an additional investment; incremental investments
   in $100 multiples. An exchange for all of an investor's Millburn World
   Resource Trust or Millburn Global Opportunity Fund L.P. units may be for less
   than $5,000.)


2) Account #_________________________ (must be completed)
/ /  if payment is to be made by debit from investor's securities account check
     box

/ /  if exchanging Millburn World Resource Trust units, check box

/ /  if exchaning Millburn Global Opportunity Fund L.P. Units, check box

--------------------------------------------------------------------------------

3) Social Security # ________-________-______ Taxpayer ID# __________-__________
   Taxable Investors
   (check one): / / Individual Ownership
                / / Joint Tenants with Right of Survivorship
                / / Tenants in Common   / / Community Property
                / / Grantor or Other Revocable Trust
                / / Trust other than a Grantor or Revocable Trust
                / / Estate             / / UGMA/UTMA (Minor)
                / / Partnership        / / Corporation
                / / Limited Liability Company

   Non-Taxable Investors
   (check one) SELLING AGENT SPONSORED PLAN

                / / IRA             / / Profit Sharing
                / / IRA Rollover    / / Defined Benefit
                / / Pension         / / 401(k)
                / / SEP             / / Other (specify)

               NON-SELLING AGENT SPONSORED PLAN

                / / IRA             / / Profit Sharing
                / / IRA Rollover    / / Defined Benefit
                / / Pension         / / Other (specify)
                / / SEP             / / 401(k)
                                    / / check box if Selling Agent in No. 11
                                         is Custodian

--------------------------------------------------------------------------------

4) Investor's Name _____________________________________________________________

                   _____________________________________________________________
                       Telephone No.                 E-Mail Address

5) _____________________________________________________________________________
   Additional Information (for Estates, Partnerships, LLCs, Trusts and
   Corporations)

6) Resident Address    _________________________________________________________
   of Investor          Street (P.O. Box not acceptable)  City  State   Zip Code

7) Mailing Address     _________________________________________________________
   (if different)       Street                            City  State   Zip Code

8) Custodian Name      _________________________________________________________
   and Mailing Address  Name        Street                City  State   Zip Code

SIGNATURE(S) -- Do not sign without familiarizing yourself with the information
in the Prospectus, including: (i) the fundamental risks and financial hazards of
this investment, including the risk of losing your entire investment; (ii) the
Trust's substantial charges; (iii) the Trust's highly leveraged trading
activities; (iv) the lack of liquidity of the Units; (v) the existence of actual
and potential conflicts of interest in the structure and operation of the Trust;
(vi) that Unitholders may not take part in the management of the Trust; and
(vii) the tax consequences of an investment in the Trust. THE INTERNAL REVENUE
SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER
THAN THE CERTIFICATIONS BELOW REQUIRED TO AVOID BACKUP WITHHOLDING.

                                      SP-1
<Page>

9)                            INVESTOR(S) MUST SIGN

X                                 X
  -----------------------------     --------------------------------------------
Signature of Investor     Date      Signature of Joint Investor (if any)   Date

   EXECUTING AND DELIVERING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
   SHALL IN NO RESPECT BE DEEMED TO CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THE
   SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF 1934.

                          UNITED STATES INVESTORS ONLY

   UNDER PENALTY OF PERJURY, BY SIGNATURE ABOVE, I HEREBY CERTIFY THAT: (A) THE
   SOCIAL SECURITY NUMBER OR TAXPAYER IDENTIFICATION NUMBER SET FORTH ABOVE IS
   MY TRUE, CORRECT AND COMPLETE SOCIAL SECURITY NUMBER OR TAXPAYER
   IDENTIFICATION NUMBER; (B) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE I
   AM EXEMPT FROM BACKUP WITHHOLDING OR BECAUSE (i) I HAVE NOT BEEN NOTIFIED BY
   THE INTERNAL REVENUE SERVICE (THE "IRS") THAT I AM SUBJECT TO BACKUP
   WITHHOLDING, OR (ii) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO
   BACKUP WITHHOLDING [CROSS OUT ITEM (B) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE
   IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE YOU HAVE
   FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN] AND (C) I AM
   A U.S. PERSON.

          THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY
   PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS ABOVE REQUIRED TO
   AVOID BACKUP WITHHOLDING.

                        NON-UNITED STATES INVESTORS ONLY

   Under the penalties of perjury, by signature above, I hereby certify that (a)
   I am not a citizen or resident of the United States or (b) (in the case of an
   investor which is not an individual) the investor is not a United States
   corporation, partnership, estate or trust: / / (check box if applicable).

    ----------------------------------------------------------------------------

   10)                    REGISTERED REPRESENTATIVE MUST SIGN

   I hereby certify that I have informed the investor of all pertinent facts
   relating to the: risks; tax consequences; liquidity and marketability;
   management; and control of the Managing Owner with respect to an investment
   in the Units, as set forth in the Prospectus. I have also informed the
   investor of the unlikelihood of a public trading market developing for the
   Units. I do not have discretionary authority over the account of the
   investor.

   I have reasonable grounds to believe, based on information obtained from the
   investor concerning his/her investment objectives, other investments,
   financial situation and needs and any other information known by me, that an
   investment in the Trust is suitable for such investor in light of his/her
   financial position, net worth and other suitability characteristics.

   The Registered Representative MUST sign below in order to substantiate
   compliance with Rule 2810 of the NASD's Conduct Rules.

     X                                           X
      ----------------------------------------    ------------------------------
     Registered Representative Signature  Date   Office Manager Signature   Date
                                                 (if required by Selling
                                                   Agent procedures)

   11)

    Selling Agent        _______________________________________________________
    Registered Representative
    Name (please print)  _______________________________________________________
                             First     M.I.        Last        Reg. Rep. Number

    Registered Representative
    Address              _______________________________________________________
    (for confirmations)  Street (P.O. Box not acceptable) City   State  Zip Code

    Registered Representative
    Phone and E-Mail     _______________________________________________________
                              Phone Number                   E-Mail Address

                                      SP-2
<Page>

                         [PAGE INTENTIONALLY LEFT BLANK]

<Page>

                         [PAGE INTENTIONALLY LEFT BLANK]

                                        4
<Page>

                                     PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS


      Item 13.  Other Expenses of Issuance and Distribution.

      The following is an estimate of the costs incurred in connection with
preparing and filing this Registration Statement.

<Table>
<Caption>

                                                              Approximate
                                                                 Amount
                                                              ------------
<S>       <C>                                                  <C>

          Securities and Exchange Commission Registration
          Fee*.........................................        $18,400
          National Association of Securities Dealers, Inc.
          Filing Fee*..................................         20,500
          Printing Expenses............................         20,000
          Fees of Certified Public Accountants.........         20,000
          Blue Sky Expenses (Excluding Legal Fees)*....          4,850
          Fees of Counsel..............................         50,000
          Miscellaneous Offering Costs.................          6,250
                                                              --------
              Total....................................       $140,000

          ------------------------
          *Actual, not estimated.
</Table>

      Item 14. Indemnification of Directors and Officers.

         Section 17 of the Amended and Restated Declaration of Trust and Trust
Agreement (attached as Exhibit A to the Prospectus which forms a part of this
Registration Statement) provides for the indemnification of the Managing Owner,
certain of its affiliates and certain of its directors, officers and controlling
persons by the Registrant in certain circumstances. Such indemnification is
limited to claims sustained by such persons in connection with the Registrant;
provided that such claims were not the result of negligence or misconduct on the
part of a Managing Owner or its affiliates, directors, officers and controlling
persons. The Registrant is prohibited from incurring the cost of any insurance
covering any broader indemnification than that provided above. Advances of
Registrant funds to cover legal expenses and other costs incurred as a result of
any legal action initiated against the Managing Owner by a Unitholder are
prohibited.

      Item 15.  Recent Sales of Unregistered Securities.

         On July 23, 2001, the Registrant sold one Unit of Beneficial Interest
to the Initial Unitholder to permit the formation of the Registrant in
preparation for the filing of Registrant's initial Registration Statement on
Form S-1. The sale of this Unit was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) thereof. No discounts or
commissions were paid in connection with the sale, and no other offeree or
purchaser was solicited. There have been no other sales of unregistered
securities of the Registrant.

<Page>

      Item 16.  Exhibits and Financial Statement Schedules.

            The following documents (unless indicted) are filed herewith and
made a part of this Registration Statement.

            (a)   Exhibits.


          Exhibit
          Number              Description of Document
          -------             -----------------------
      3.03              Form of Amended and Restated Declaration and Agreement
      (Amended)         of Trust of Registrant (included as Exhibit A to the
                        Prospectus).

      5.01              Opinion of Richards, Layton & Finger relating to the
                        legality of the Units.

      8.01              Opinion of Sidley Austin Brown & Wood with respect to
                           Federal Income Tax Aspects.

      10.01             Form of Subscription Agreement and Power of Attorney
                        (included as Exhibit C in the Prospectus).

      23.01(a)          Consent of Sidley Austin Brown & Wood (included in
                        Exhibit 8.01).

      23.01(b)          Consent of Richards, Layton & Finger (included in
                        Exhibit 5.01).

      23.02             Consent of Arthur F. Bell, Jr. & Associates, L.L.C.

      23.03             Consent of PricewaterhouseCoopers LLP.

      23.04             Consent of Deloitte & Touche LLP.

            The following exhibits are incorporated by reference herein from
the exhibits of the same description and number filed on December 16, 2002
with Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form S-1 (Reg. No. 333-67072).

      10.03             Form of Wholesaling Agreement

            The following exhibits are incorporated by reference herein from
the exhibits of the same description and number filed on January 11, 2002
with Amendment No. 1 to Registrant's Registration Statement on Form S-1 (Reg.
No. 333-67072).

      1.01              Form of Selling Agreement among the Trust, the Managing
      Amended           Owner and the Selling Agent (including the form of
                        Additional Selling Agent Agreement)

      10.02             Form of Customer Agreement among the Trust, the Managing
                        Owner and the Clearing Broker

            The following exhibits are incorporated by reference herein from
the exhibits of the same description and number filed on August 8, 2001 with
Registrant's Registration Statement on Form S-1 (Reg. No. 333-67072).

      3.01              Certificate of Trust of Registrant

      3.02              Declaration of Trust and Trust Agreement of Registrant


                                       -2-

<Page>

            (b)  Financial Statement Schedules.

            No Financial Schedules are required to be filed herewith.

      Item 17.  Undertakings.

            (a)(1) The undersigned Registrant hereby undertakes to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
      the Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high and of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than a 20 percent change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective registration statement.

            (iii) To include any material information with respect to the plan
      of distribution not previously disclosed in the registration statement or
      any material change to such information in the registration statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

            (b) Insofar as indemnification for liabilities under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 14 above, or
otherwise, the Registrant had been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any such
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      -3-

<Page>

                                   SIGNATURES
            Pursuant to the requirements of the Securities Act of 1933, the
Managing Owner of the Registrant has duly caused this Registration Statement
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenwich in the State of Connecticut on the 20th day
of December 2002.

      GLOBAL MACRO TRUST

      By:  Millburn Ridgefield Corporation
                   Managing Owner

      By /s/ Harvey Beker
         --------------------------------------------
          Harvey Beker
          Co-Chief Executive Officer

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of Millburn Ridgefield Corporation, Managing Owner of the Registrant, in the
capacities and on the date indicated.

<Table>

<S>   <C>                    <C>                                <C>
      /s/ George E. Crapple    Co-Chief Executive                 December 20, 2002
      ----------------------   Officer and Director (Principal
      George E. Crapple        Executive Officer)

      /s/ Harvey Beker         Co-Chief Executive Officer         December 20, 2002
      -----------------------  and Director (Principal
      Harvey Beker             Executive Officer)


      /s/ Gregg R. Buckbinder  Senior Vice President (Principal   December 20, 2002
      -----------------------  Financial Officer)
      Gregg R. Buckbinder

      /s/ Tod A. Tanis         Vice President (Principal          December 20, 2002
      -----------------------  Accounting Officer)
      Tod A. Tanis
</Table>

            (Being the principal executive officers, principal financial
officer, principal accounting officer and a majority of the directors of
Millburn Ridgefield Corporation.)

     MILLBURN RIDGEFIELD CORPORATION
     Managing Owner of Registrant

     By  /s/ Harvey Beker                                 December 20, 2002
         --------------------------------

     Harvey Beker
     Co-Chief Executive Officer

                                      -4-

<Page>

                                  EXHIBIT INDEX

<Table>
<Caption>

          Exhibit
          Number              Description of Document
          -------             -----------------------
<S>   <C>               <C>
      5.01              Opinion of Richards, Layton & Finger relating to the
                        legality of the Units.

      8.01              Opinion of Sidley Austin Brown & Wood with respect to
                        Federal Income Tax Aspects.

      23.01(a)          Consent of Sidley Austin Brown & Wood (included in
                        Exhibit 8.01).

      23.01(b)          Consent of Richards, Layton & Finger (included in
                        Exhibit 5.01).

      23.02             Consent of Arthur F. Bell, Jr. & Associates, L.L.C.

      23.03             Consent of PricewaterhouseCoopers LLP.

      23.04             Consent of Deloitte & Touche LLP.
</Table>
[{"type": "S-1", "sequence": "1", "filename": "a2096740zs-1.txt", "description": "S-1", "secsgml_size_bytes": 576046}]
{"company-data": {"conformed-name": "GLOBAL MACRO TRUST", "cik": "0001145765", "assigned-sic": "6799", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-102095", "film-number": "02865672"}, "business-address": {"street1": "C/O MILLBURN CORP", "street2": "411 WEST PUTNAM AVENUE", "city": "GREENWICH", "state": "CT", "zip": "06830", "phone": "2036257554"}, "mail-address": {"street1": "C/O MILLBURN CORP", "street2": "411 WEST PUTNAM AVENUE", "city": "GREENWICH", "state": "CT", "zip": "06830"}}
As Filed with the Securities Exchange Commission on December 20, 2002
                                                           REGISTRATION NO. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-1
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               GLOBAL MACRO TRUST

            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                     6799                       36-7362830
       DELAWARE          (Primary Standard Industrial        (I.R.S. Employer
(State of Organization)     Classification Number)        Identification Number)

                       C/O MILLBURN RIDGEFIELD CORPORATION
                             411 WEST PUTNAM AVENUE
                          GREENWICH, CONNECTICUT 06830
                                  203/625-7554

        (Address, including zip code, and telephone number, including area code,
           of registrant's principal executive offices)

                                GEORGE E. CRAPPLE
                         MILLBURN RIDGEFIELD CORPORATION
                             411 WEST PUTNAM AVENUE
                          GREENWICH, CONNECTICUT 06830
                                  203/625-7554

          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                          --------------------------

                                   COPIES TO:
                                 James B. Biery
                               Burke J. Montgomery
                           Sidley Austin Brown & Wood
                                 Bank One Plaza
                             Chicago, Illinois 60603
                          --------------------------

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
     AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
                                   STATEMENT.

            If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act") check the following box.  /X/
            If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.  / /
            If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.  / /
            If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.  / /
            If delivery of the Prospectus is expected to be made pursuant to
Rule 434, please check the following box.  / /

            THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
PROPOSED                 AMOUNT OF
    TITLE OF EACH CLASS OF        MAXIMUM AGGREGATE          REGISTRATION
  SECURITIES TO BE REGISTERED      OFFERING PRICE                FEE*
--------------------------------------------------------------------------------

 Units of Beneficial Interest.....  $227,434,000              $20,976.00
--------------------------------------------------------------------------------
* PURSUANT TO RULE 457(o). AS OF THE DATE HEREOF, UNDER REGISTRANT'S PREVIOUS
REGISTRATION STATEMENT ON FORM S-1 (REGISTRATION NO. 333-67072), REGISTRANT HAS
$27,434,000 OF REGISTERED BUT UNSOLD UNITS AND HAS PAID $12,005 IN REGISTRATION
FEES TO THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH ITS
REGISTRATION STATEMENT AND AMENDMENT NO. 1 THERETO FILED ON AUGUST 8, 2001 AND
JANUARY 11, 2002, RESPECTIVELY. THIS REGISTRATION STATEMENT CARRIES FORWARD THE
UNSOLD BALANCE OF $27,434,000 OF UNITS FROM REGISTRATION NO. 333-67072 AND
REGISTERS AN ADDITIONAL $200,000,000 OF UNITS OF BENEFICIAL INTEREST. PURSUANT
TO THE PROVISIONS OF RULE 429 OF THE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, THE FORM OF PROSPECTUS SET
FORTH HEREIN ALSO RELATES TO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1
(REGISTRATION NO. 333-67072) DECLARED EFFECTIVE MARCH 26, 2002 AND CONSTITUTES
POST-EFFECTIVE AMENDMENT NO. 2 THERETO.
GLOBAL MACRO TRUST

                                   $227,434,000

                          UNITS OF BENEFICIAL INTEREST

THE TRUST

GLOBAL MACRO TRUST is a Delaware statutory trust organized to seek profit
opportunities in global fixed-income instruments, currencies, stock indices and
commodities.

The primary objective of the Trust is substantial appreciation of its assets
over time.

An investment in the Trust may provide valuable diversification to a traditional
portfolio of stocks and bonds.

THE MANAGING OWNER

MILLBURN RIDGEFIELD CORPORATION, a professional futures trading advisor, is the
Managing Owner and trading advisor of the Trust.

THE UNITS

UBS PaineWebber Inc. and additional Selling Agents are offering the Trust's
Units at Net Asset Value as of the beginning of each month. As of November 30,
2002, the Net Asset Value of a Unit that sold for $1,000 as of July 1, 2002,
when the Trust began trading, was $953.43.

The Selling Agents will use their best efforts to sell the Units but are not
required to sell any specific number or dollar amount of Units.

If the total amount of Units registered pursuant to this offering is sold, the
proceeds to the Trust will be $227,434,000.

There is no scheduled termination date for the offering of Units. No escrow
account will be used in connection with this offering.

The minimum initial investment is $5,000; $2,000 for employee benefit plans and
IRAs; and $1,000 for existing Unitholders.

THE RISKS

         THESE ARE SPECULATIVE SECURITIES. READ THIS PROSPECTUS BEFORE YOU
DECIDE TO INVEST. SEE "THE RISKS YOU FACE" BEGINNING ON PAGE 9.

o   The Trust is speculative. You may lose all or substantially all of your
    investment in the Trust.

o   The Trust is recently formed and has a limited performance history.

o   The Trust is leveraged. The Trust will acquire positions with a face
    amount of as much as six to ten times or more of its total equity.
    Leverage magnifies the impact of both profit and loss.

o   The performance of the Trust is expected to be volatile. In the last
    five years, monthly returns in the Managing Owner's Diversified
    Portfolio, the trading portfolio to be used by the Trust, ranged from
    up 14.41% to down 11.81%.

o   You will sustain losses if the Trust is unable to generate sufficient
    trading profits and interest income to offset its fees and expenses.

o   The Units are not liquid. No secondary market exists for the Units and
    you may redeem Units only as of a month-end.

         TO PURCHASE UNITS, YOU WILL BE REQUIRED TO REPRESENT AND WARRANT, AMONG
OTHER THINGS, THAT YOU HAVE RECEIVED A COPY OF THIS PROSPECTUS AND THAT YOU
SATISFY THE MINIMUM NET WORTH AND INCOME STANDARDS FOR A RESIDENT OF YOUR STATE
TO INVEST IN THE TRUST.

         YOU ARE ENCOURAGED TO DISCUSS YOUR INVESTMENT DECISION WITH YOUR
FINANCIAL, TAX AND LEGAL ADVISORS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS
OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS DISCLOSURE DOCUMENT.

            THE DATE OF THIS PROSPECTUS IS___________________ , 2003.
COMMODITY FUTURES TRADING COMMISSION
                            RISK DISCLOSURE STATEMENT

          YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS
YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS
ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE
POOL.

          FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS
THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID
DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A
COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGES 28 TO 30
AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO
RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 7.

          THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE,
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY
STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK
FACTORS OF THIS INVESTMENT, AT PAGES 9 TO 12.

          YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN
FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED
STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE
SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE
POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE
UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR
MARKETS IN NON-UNITED STATES JURIS-DICTIONS WHERE TRANSACTIONS FOR THE POOL MAY
BE EFFECTED.

                              --------------------

    PLEASE SEE THE IMPORTANT PRIVACY POLICY STATEMENT ON THE FOLLOWING PAGE.

                              --------------------

          THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN
THE TRUST'S REGISTRATION STATEMENT. YOU CAN READ AND COPY THE ENTIRE
REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") IN WASHINGTON, D.C.

          THE TRUST FILES QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN
READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN
WASHINGTON, D.C. AT 450 FIFTH STREET, N.W., ROOM 1200, WASHINGTON, D.C. 20549.
PLEASE CALL THE SEC AT 1-202-942-8090 FOR FURTHER INFORMATION.

          THE TRUST'S FILINGS ARE POSTED ON THE SEC WEBSITE AT
http://www.sec.gov.

                              --------------------

                                       -1-
MILLBURN RIDGEFIELD CORPORATION
                                 PRIVACY POLICY

          Under the rules of the Commodity Futures Trading Commission, financial
institutions like the Managing Owner are required to provide privacy notices to
their clients. We believe that protecting the privacy of your nonpublic personal
information is of the utmost importance, and we are committed to maintaining the
privacy of your nonpublic personal information in our possession. As required by
the rules, we are providing you with the following information.

          We collect nonpublic personal information about you from the following
sources:

          (i)    Information we receive from you on managed account agreements
                 or fund subscription documents and related forms (for example,
                 name, address, Social Security number, birth date, assets,
                 income, and investment experience); and

          (ii)   Information about your transactions with us (for example,
                 account activity and balances).

          In order to service your account and process your transactions, we may
provide your personal information to our affiliates and to firms that assist us
in servicing your account and have a need for such information such as account
or fund administrators. We require third-party service providers to protect the
confidentiality of your information and to use the information only for the
purposes for which we disclose the information to them.

          We do not disclose any nonpublic information about our customers or
former customers to anyone other than in connection with the administration,
processing and servicing of customer accounts as described above or to our
accountants, attorneys and auditors or as otherwise permitted or required by
law.

          We restrict access to nonpublic personal information about you to our
personnel who need to know that information in order to provide products or
services to you. We maintain physical, electronic and procedural controls in
keeping with federal standards to safeguard your nonpublic personal information.

          This policy applies to the Managing Owner, The Millburn Corporation
and each investment vehicle to which the Managing Owner or any of its affiliates
serves as the general partner, investment manager or investment advisor.

                                       -2-
GLOBAL MACRO TRUST
                              ORGANIZATIONAL CHART

[CHART OF GLOBAL MACRO TRUST CHART]

  NONE OF THE ENTITIES INDICATED IN THIS ORGANIZATIONAL CHART ARE RELATED. SEE
"CONFLICTS OF INTEREST" BEGINNING ON PAGE 32. NO LOANS HAVE BEEN, ARE OR WILL BE
 MADE BETWEEN THE MANAGING OWNER OR ANY PRINCIPAL OF THE MANAGING OWNER AND THE
TRUST. DESCRIPTIONS OF THE DEALINGS BETWEEN THE MANAGING OWNER AND THE TRUST ARE
                 SET FORTH UNDER "CHARGES" BEGINNING ON PAGE 28.

                         MILLBURN RIDGEFIELD CORPORATION
                             411 West Putnam Avenue
                          Greenwich, Connecticut 06830
                                 (203) 625-7554
                                 MANAGING OWNER

                                       -3-
GLOBAL MACRO TRUST

                                TABLE OF CONTENTS
PART ONE

DISCLOSURE DOCUMENT                                    PAGE
-------------------                                    ----
SUMMARY..................................................5

THE RISKS YOU FACE.......................................9

   YOU COULD LOSE YOUR ENTIRE INVESTMENT IN THE TRUST....9

   THE TRUST IS A RECENTLY FORMED ENTITY.................9

   THE TRUST IS A HIGHLY LEVERAGED INVESTMENT............9

   THE PERFORMANCE OF THE TRUST WILL BE VOLATILE.........9

   THE TRUST'S EXPENSES WILL CAUSE LOSSES UNLESS
   OFFSET BY PROFITS AND INTEREST INCOME.................9

   AN INVESTMENT IN THE TRUST IS NOT LIQUID..............9

   THE TIMING OF YOUR INVESTMENT AND REDEMPTION
   DECISIONS WILL AFFECT THE PROFITABILITY OF YOUR
   INVESTMENT............................................9

   THE MANAGING OWNER ALONE DIRECTS
   THE TRUST'S TRADING...................................9

   THE MANAGING OWNER IS A TECHNICAL TRADER AND DOES
   NOT ANALYZE ECONOMIC FACTORS EXTERNAL TO MARKET
   PRICE.................................................9

   LACK OF PRICE TRENDS WILL CAUSE LOSSES; THERE
   HAVE BEEN SUSTAINED PERIODS WITH INSUFFICIENT
   PRICE TRENDS FOR THE DIVERSIFIED PORTFOLIO TO
   TRADE PROFITABLY. THE MANAGING OWNER EXPECTS
   THAT THERE WILL BE SIMILAR PERIODS IN THE FUTURE.....10

   LACK OF MARKET LIQUIDITY COULD MAKE IT IMPOSSIBLE
   FOR THE TRUST TO REALIZE PROFITS OR LIMIT LOSSES.....10

   THE MANAGING OWNER'S TRADING SYSTEMS HAVE BEEN
   DEVELOPED OVER TIME AND ARE SUBJECT TO CHANGE........10

   TRADING ON FOREIGN EXCHANGES PRESENTS GREATER
   RISK THAN TRADING ON U.S. EXCHANGES..................10

   THE MANAGING OWNER ANTICIPATES THE TRUST'S
   PERFORMANCE TO BE NON-CORRELATED TO STOCKS AND
   BONDS, NOT NEGATIVELY CORRELATED.....................11

   THE TRUST MAY BE SUBJECT TO PROFIT SHARES DESPITE
   CERTAIN UNITS HAVING DECLINED IN VALUE...............11

   THE MANAGING OWNER'S INCREASED EQUITY UNDER
   MANAGEMENT COULD LEAD TO LOWER RETURNS FOR
   INVESTORS............................................11

   INCREASED COMPETITION AMONG TREND-FOLLOWING
   TRADERS COULD REDUCE THE MANAGING OWNER'S
   PROFITABILITY........................................11

   THE TRUST IS SUBJECT TO CONFLICTS OF INTEREST........11

   THE MANAGING OWNER HAS NOT ESTABLISHED FORMAL
   PROCEDURES TO RESOLVE CONFLICTS OF INTEREST..........11

   YOU WILL BE TAXED EACH YEAR ON YOUR SHARE OF TRUST
   PROFITS..............................................11

   YOU WILL BE TAXED ON THE TRUST'S INTEREST INCOME
   EVEN IF THE TRUST SUFFERS TRADING LOSSES.............12

   LIMITATIONS ON THE DEDUCTIBILITY OF "INVESTMENT
   ADVISORY FEES".......................................12

   THE IRS COULD AUDIT BOTH THE TRUST AND INDIVIDUAL
   UNITHOLDERS..........................................12

   THE BANKRUPTCY OF A CLEARING BROKER OR CURRENCY
   DEALER COULD CAUSE LOSSES............................12

   THE TRUST TRADES IN UNREGULATED MARKETS..............12

INVESTMENT FACTORS......................................12

PERFORMANCE OF THE TRUST ...............................15

THE MANAGING OWNER......................................20

USE OF PROCEEDS.........................................27

CHARGES.................................................28

REDEMPTIONS; NET ASSET VALUE............................30

THE CLEARING BROKER.....................................31

CONFLICTS OF INTEREST...................................32

THE TRUST AND THE TRUSTEE...............................34

FEDERAL INCOME TAX ASPECTS..............................36

PURCHASES BY EMPLOYEE BENEFIT PLANS.....................38

PLAN OF DISTRIBUTION....................................40

LEGAL MATTERS...........................................42

EXPERTS.................................................42

REPORTS.................................................43
PART TWO

STATEMENT OF ADDITIONAL INFORMATION                    PAGE
-----------------------------------                    ----
THE FUTURES AND FORWARD MARKETS.........................44

SUPPLEMENTAL PERFORMANCE INFORMATION....................46

INDEX TO FINANCIAL STATEMENTS...........................55

EXHIBIT A - AMENDED AND RESTATED
   DECLARATION OF TRUST
   AND TRUST AGREEMENT................................TA-1

EXHIBIT B - SUBSCRIPTION REQUIREMENTS.................SR-1

EXHIBIT C - SUBSCRIPTION AGREEMENT
   AND POWER OF ATTORNEY..............................SA-1
THE EXECUTION COPY OF THE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
ACCOMPANIES THIS PROSPECTUS.

                                       -4-
GLOBAL
                                   MACRO TRUST

SUMMARY

GENERAL

Global Macro Trust seeks profit opportunities in global fixed-income
instruments, currencies, stock indices and various commodity products. Millburn
Ridgefield Corporation serves as the Trust's Managing Owner and trading advisor.
The Managing Owner uses its proprietary quantitative, systematic trading method
to trade in futures and forward contracts and related options for the Trust.
Positions held by the Trust may be either long, that is, contracts to buy, or
short, that is, contracts to sell. The ability to take both long and short
positions provides the Trust with the flexibility to capitalize on opportunities
in both rising and falling markets.

The Trust began trading July 1, 2002.

OVERVIEW

The Managing Owner trades the Trust's assets in the markets that make up the
Managing Owner's Diversified Portfolio and uses the same trading strategies it
uses in trading the Diversified Portfolio. The Diversified Portfolio itself is
not a distinct trading strategy. Rather, it is a grouping of separate futures
and forward markets, featuring a variety of global fixed-income instruments,
currencies, stock indices, agricultural commodities, energy products and
precious and industrial metals, to which the Managing Owner applies its trading
method.

The Trust's primary objective is to achieve substantial capital appreciation
over time with controlled volatility. The Trust also offers investors the
advantages of limited liability in a leveraged trading vehicle and the
convenience of professional management.

The performance of the Trust is not dependent upon any single nation's economy
or currency. On the contrary, periods of economic uncertainty can augment the
profit potential of the Trust by increasing the likelihood of significant
movements in global interest and exchange rates, and stock and commodity prices.
Additionally, because the Trust can take short positions as easily as long
positions, the Trust is as likely to be profitable or unprofitable in falling
markets as in rising markets.

If the Trust is successful, of which there can be no assurance, it can provide
valuable diversification to traditional portfolios of stocks and bonds due to
the Trust's performance being generally unrelated to the general stock and bond
markets. The Trust may also incur losses.

Ninety percent (90%) or more of the Trust's assets are invested in U.S. Treasury
securities and other highly rated and liquid instruments, some of which will be
deposited as collateral or margin in connection with the Trust's trading.
Accordingly, in addition to its potential to profit from its trading, the Trust
earns interest on 90% or more of its assets.

THE OFFERING

The Selling Agents are offering the Trust's Units at Net Asset Value per Unit as
of the first business day of each calendar month. The Managing Owner may, from
time to time, also permit intra-month closings. The Net Asset Value per Unit is
determined by dividing the Trust's Net Assets, that is, its assets minus its
liabilities, by the number of Units outstanding on the date the calculation is
being performed.

The minimum investment is $5,000; $2,000 for trustees or custodians of eligible
employee benefit plans and individual retirement accounts. Existing investors
subscribing for additional Units may do so in $1,000 minimums. Investments in
excess of the minimums must be made in multiples of $100. Units will be sold in
fractions calculated to three decimal places.

To subscribe, you must complete and sign the Subscription Agreement and Power of
Attorney Signature Page which accompanies this Prospectus and deliver it to your
Selling Agent. SEE EXHIBIT B -- SUBSCRIPTION REQUIREMENTS AND EXHIBIT C --
SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY. YOU SHOULD REVIEW THIS ENTIRE
PROSPECTUS CAREFULLY BEFORE DECIDING WHETHER TO INVEST IN THE UNITS.

MAJOR RISKS OF THE TRUST

The Trust is speculative. You may lose all or substantially all of your
investment in the Trust.

The Trust is recently formed and thus has a limited performance history. The
past performance of the Trust and the Managing Owner's Diversified Portfolio are
not necessarily indicative of the future results of the Trust.

The Trust is leveraged. The Trust acquires positions with a face amount of as
much as six to ten times or more of its total equity. Leverage magnifies the
impact of both profit and loss.

The performance of the Trust is expected to be volatile. In the last five years,
monthly returns in the Managing Owner's Diversified Portfolio have ranged from
up 14.41% to down 11.81%.

                                       -5-
To be profitable, the Trust's fees and expenses must be offset by trading
profits and interest income.

The Units are not liquid. No secondary market exists for the Units, and the
Units may be redeemed only as of a month-end.

INVESTMENT CONSIDERATIONS

The Managing Owner has been managing client funds in the futures and forward
markets for approximately 30 years. As of October 31, 2002, the Managing Owner
was directing the trading of approximately $447 million of client and
proprietary capital in these markets. Of that $447 million, the Managing Owner
was managing approximately $295 million pursuant to the Diversified Portfolio,
the trading portfolio traded on behalf of the Trust, and the balance pursuant to
the trading portfolios described on page 26.

The Managing Owner contributed $2 million to the initial trading capital of the
Trust. As of October 31, 2002, the investments of the Managing Owner, its
Principals, affiliates and employees in accounts managed pursuant to the
Diversified Portfolio exceeded $98 million.

The Managing Owner employs a highly systematic, trend-following trading approach
relying primarily on technical, price-based information. The Managing Owner may,
however, from time to time, exercise discretion to adjust position sizes and
will, over time, change the markets represented in the Diversified Portfolio.
The Managing Owner's trading approach seeks to identify and profit from
sustained market trends while limiting losses in trendless markets.

The Managing Owner has the ability to shift capital readily among different
international economies and markets. As of November 30, 2002, the composition of
the Managing Owner's Diversified Portfolio, as well as the Trust, was as
follows:

                                   [PIE CHART]
Interest Rates                30%
Energy                        14%
Stocks                        11%
Agricultural Commodities       4%
Metals                         5%
Currency-Dollar               21%
Currency-Crosses               5%
Exotic Currencies             10%
As illustrated below, the returns in the Managing Owner's Diversified Portfolio
from February 1977 through November 2002 have not been significantly correlated
with traditional portfolio components such as stocks and bonds.
MDP(1)
                     --------------------------------
MDP         1.00
                            S&P 500        (0.04)
                             NASDAQ        (0.10)
                               EAFE         0.00
                              Bonds         0.06
                        Hedge Funds        (0.08)
An investment in the Trust can, BUT ONLY IF THE TRUST ITSELF IS SUCCESSFUL,
improve the reward/risk profile of a traditional portfolio of stocks and bonds.

REDEMPTIONS

You may redeem your Units as of the end of any calendar month, upon 10 days'
prior written notice to the Managing Owner.

A redemption charge of 4% of Net Asset Value applies to Units redeemed on or
before the sixth month-end after they are sold. A redemption charge of 3% of Net
Asset Value applies to Units redeemed after the sixth, but on or before the
twelfth, month-end after they are sold. There are no charges for redemptions of
Units held more than 12 months. Redemption charges will be reduced in the case
of subscriptions of $100,000 or more to 3.5% and 2.5%, of $500,000 or more to 3%
and 2%, and of $1,000,000 or more to 2% and 1%.

Redemption charges do not apply if you acquire your Units through, and the Units
participate in, asset-based or fixed-fee investment programs sponsored by the
Selling Agents or for Selling Agent employees investing through Selling
Agent-sponsored employee benefit plans.

CHARGES

The Trust's expenses must be offset by trading gains and interest income to
avoid depletion of the Trust's assets.

The Trust pays Brokerage Fees to the Managing Owner of 7% of net assets per
year, of which approximately 1% is paid to the Trust's executing and clearing
brokers, and up to 4% to the Selling Agents. Brokerage Fees will be reduced in
respect of subscribers submitting net subscriptions of $100,000 or more to 6.5%,
of $500,000 or more to 6% and of $1,000,000 or more to 5.5%. Net subscriptions
for such purposes shall be calculated as subscriptions minus redemptions.

----------
(1) Millburn Diversified Portfolio through June 30, 2002, pro forma to reflect
the cost/fee structure of the Trust, and the actual returns of the Trust from
July 1, 2002. See notes on pages 47 and 55.

                                       -6-
If the Trust earns net trading profits for any year in excess of the highest
amount of net trading profits earned in all previous years, the Trust will
allocate 20% of those "new" net trading profits to the Managing Owner as the
Managing Owner's Profit Share. Please refer to "Charges," beginning on page 28,
for a more detailed discussion of the Brokerage Fee and Profit Share.

The Trust pays its own operating costs such as legal, audit and administrative
expenses, which the Managing Owner expects will not exceed 0.50% per year of the
Trust's average annual Net Assets, assuming Trust assets of at least
$25,000,000. The Trust itself could be subject to taxes or could incur
extraordinary charges incidental to its trading, but the Managing Owner believes
that neither situation is likely. There are no other charges borne by investors
or the Trust.

The Managing Owner paid, without reimbursement, the Trust's organizational costs
and the cost of the offering of Units pursuant to this Prospectus. You will not
bear any part of those costs.

The following breakeven table indicates the approximate amount of trading profit
the Trust must earn, during the first twelve months after a Unit is sold, to
offset the costs applicable to an investor paying a 7% Brokerage Fee.

                                 BREAKEVEN TABLE
DOLLAR RETURN
                                                                   REQUIRED ($5,000
                                                    PERCENTAGE          INITIAL
                                                 RETURN REQUIRED      INVESTMENT)
                                                   FIRST TWELVE      FIRST TWELVE
ROUTINE                                              MONTHS OF          MONTHS OF
EXPENSES                                            INVESTMENT        INVESTMENT
--------                                            ----------        ----------
Brokerage Fees                                        7.00%           $   350.00

Administrative Expenses*                              0.50%           $    25.00

Less Interest Income*                                (1.39)%          $   (70.00)

TWELVE-MONTH "BREAKEVEN" WITHOUT REDEMPTION CHARGE    6.11%           $   305.00

Redemption Charge                                     3.00%           $   150.00

Profit Share*                                         0.51%           $    26.00

TWELVE-MONTH "BREAKEVEN" WITH CHARGE                  9.62%           $   481.00
----------

* Estimated. Administrative expenses are estimated at 0.50% of the Trust's
average annual Net Assets, assumed to be $25,000,000. Brokerage Fees and
Administrative Expenses must be offset before a Profit Share is allocated to the
Managing Owner. In a breakeven year, however, a small Profit Share on the
Trust's trading profits, necessary to offset the redemption charge, would be
allocated to the Managing Owner. Interest income is assumed to be 90% of the
current 91-day Treasury bill rate.

The Breakeven Table assumes a constant $5,000 Net Asset Value and a breakeven
year. See "Charges" beginning on page 28.

If you acquire your Units through, and the Units participate in, a Selling Agent
asset-based or fixed- fee investment program, you will pay annual Brokerage Fees
of 4%, not 7%, of which 0.35% is paid to the Selling Agent annually for
administrative purposes. Consequently, the twelve-month "breakeven" point for
you would be approximately 3.11% or $155.50 of trading profit on a $5,000
initial investment. Brokerage Fees for Selling Agent employees who purchase
Units through Selling Agent 401(k) plans, or other Selling Agent-sponsored
employee benefit plan, are 3.65% and the twelve-month "breakeven" point is
approximately 2.76% or $138.00 of trading profit on a $5,000 initial investment.

FEDERAL INCOME TAX ASPECTS

The Trust will be treated as a partnership for federal income tax purposes.
Thus, you will be taxed each year on the Trust's income whether or not you
redeem Units from the Trust or receive distributions from the Trust.

40% of any trading profits on certain U.S. exchange-traded futures contracts and
certain foreign currency forward contracts are taxed as short-term capital gains
at ordinary income rates, while 60% of any trading profits are taxed as
long-term capital gains at a 20% maximum rate for individuals. The Trust's
trading gains from other contracts will be primarily short-term capital gains.
This tax treatment applies regardless of how long an investor holds Units.
Interest income is taxed at ordinary income rates.

Capital losses on the Units may be deducted against capital gains. However,
capital losses in excess of capital gains may only be deducted against ordinary
income to the extent of $3,000 per year. Consequently, you could pay tax on the
Trust's interest income even though you have lost money on your Units.

THE FUTURES AND FORWARD MARKETS

Futures contracts are generally traded on exchanges and call for the future
delivery of various commodities or are settled in cash.

Forward currency contracts are traded off-exchange through banks or dealers.

                                       -7-
Futures and forward trading is a "zero-sum," risk transfer economic activity.
For every gain realized by a futures or forward trader, there is an equal and
offsetting loss suffered by another.

IS THE TRUST A SUITABLE INVESTMENT FOR YOU?

You should consider investing in the Trust if you are interested in its
potential to produce returns that are generally unrelated to those of stocks and
bonds and you are prepared to risk significant losses.

The Trust is a diversification opportunity for an investment portfolio, not a
complete investment program.

You should consider an investment in the Trust to be a 3 to 5 year commitment.

To invest, you must, at a minimum, have either (i) a net worth of at least
$150,000, exclusive of home, furnishings and automobiles, or (ii) a net worth,
similarly calculated, of at least $45,000 and an annual gross income of at least
$45,000. A number of States in which the Units are offered impose higher
suitability standards. These standards are regulatory minimums only, and just
because you meet the standard does not necessarily mean the Units are a suitable
investment for you.

You should not invest more than 10% of your net worth (exclusive of home,
furnishings and automobiles) in the Trust.

THESE ARE SPECULATIVE SECURITIES. YOU MAY LOSE ALL OR SUBSTANTIALLY ALL OF YOUR
INVESTMENT IN THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                              --------------------

                                       -8-
THE RISKS YOU FACE

SET FORTH BELOW ARE THE PRINCIPAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE
TRUST. YOU SHOULD CONSIDER THESE RISKS WHEN MAKING YOUR INVESTMENT DECISION.

YOU COULD LOSE YOUR ENTIRE INVESTMENT IN THE TRUST

An investment in the Trust is a speculative investment. You will be relying on
the Managing Owner to trade profitably for the Trust and profitability is not
assured. You could lose all or substantially all of your investment in the
Trust.

THE TRUST IS A RECENTLY FORMED ENTITY

The Trust is a recently formed entity and has a limited performance history. THE
PAST PERFORMANCE OF THE TRUST AND MANAGING OWNER'S DIVERSIFIED PORTFOLIO ARE NOT
NECESSARILY INDICATIVE OF THE TRUST'S FUTURE RESULTS.

THE TRUST IS A HIGHLY LEVERAGED INVESTMENT

The Trust generally holds positions with a face value of as much as six, and
possibly as much as ten or more, times its total equity. Consequently, small
adverse movements in the prices of the Trust's open positions can cause
significant losses.

THE PERFORMANCE OF THE TRUST WILL BE VOLATILE

The Managing Owner expects that the performance of the Trust will be volatile.
The Trust may suffer sudden and substantial losses from time to time and the
day-to-day value of the Units will be variable and uncertain. The Net Asset
Value per Unit may change materially between the date on which you subscribe for
Units and the date the Units are issued or the date you request a redemption and
the month-end redemption date. In the last five years, monthly returns in the
Managing Owner's Diversified Portfolio have ranged from up 14.41% to down
11.81%.

THE TRUST'S EXPENSES WILL CAUSE LOSSES UNLESS OFFSET BY PROFITS AND INTEREST
INCOME

The Trust pays annual expenses of up to approximately 7.5% of its average
month-end Net Assets. The Trust must earn trading profits and interest income at
least equal to these expenses to avoid losses.

AN INVESTMENT IN THE TRUST IS NOT LIQUID

There is no secondary market for the Units. You may redeem your Units only as of
the close of business on the last day of a calendar month, and you must give the
Trust at least 10 days' prior written notice of your intent to redeem. Early
redemption charges apply if you redeem Units through the end of the first year
you own them.

THE TIMING OF YOUR INVESTMENT AND REDEMPTION DECISIONS WILL AFFECT THE
PROFITABILITY OF YOUR INVESTMENT

The Managing Owner expects that a majority of the Trust's trades will result in
small profits only or in losses. The majority of any profits earned by the Trust
will most likely come from a small number of trades each year. Accordingly, you
will not know when is a good time to invest in the Trust or to redeem your
Units, and the timing of your investment and redemption decisions will affect
the amount of profit or loss you experience as an investor in the Trust.

THE MANAGING OWNER ALONE DIRECTS THE TRUST'S TRADING

The Trust is a single-advisor fund. The use of a single advisor trading one
program involves a greater risk of loss than the diversified, multi-advisor
approach employed by many futures funds. In addition, if the management services
of the Managing Owner were to become unavailable for any reason, the Trust would
terminate. Furthermore, were the Managing Owner to lose the services of its key
principals, the Managing Owner could decide to dissolve the Trust, possibly
causing it to realize losses.

THE MANAGING OWNER IS A TECHNICAL TRADER AND DOES NOT ANALYZE ECONOMIC FACTORS
EXTERNAL TO MARKET PRICE

The Managing Owner's systematic strategies are developed on the basis of a
statistical analysis of market prices. Consequently, any factor external to the
market itself that dominates prices may cause major losses. For example, a
pending political or economic event may be very likely to cause a major price
movement, but the Managing Owner would continue to maintain positions indicated
by its trading method that would incur major losses if the event proved to be
adverse.

The Managing Owner's systematic strategies retain certain discretionary aspects.
Decisions, for example, to adjust the size of the positions indicated by the
systematic strategies, which contracts to trade and

                                       -9-
method of order entry require judgmental input from the Managing Owner's
principals. Additionally, the Managing Owner may determine not to enter a new
position indicated by its strategies if the Managing Owner determines prevailing
market conditions to be unusual, for example, significantly more volatile than
the expected volatility factored into the design of the strategies. The Managing
Owner does, however, exit positions when its trading strategies indicate that it
should do so. Discretionary decision-making may result in the Managing Owner
making unprofitable trades when a more wholly systematic approach would not have
done so.

LACK OF PRICE TRENDS WILL CAUSE LOSSES; THERE HAVE BEEN SUSTAINED PERIODS WITH
INSUFFICIENT PRICE TRENDS FOR THE DIVERSIFIED PORTFOLIO TO TRADE PROFITABLY. THE
MANAGING OWNER EXPECTS THAT THERE WILL BE SIMILAR PERIODS IN THE FUTURE

The Trust cannot trade profitably unless there are major price trends in at
least some of the markets it trades. Moreover, the price trends must be of a
type the Managing Owner's systems are designed to identify. In the past there
have been sustained periods with few trending markets where gains from trading
those markets were insufficient to offset losses from trades in non-trending
markets. For example, the Managing Owner's Diversified Portfolio incurred a loss
for the year in 1983, 1986, 1989, 1999 and 2001. The Managing Owner expects that
there will be similar periods in the future.

Markets in which prices move rapidly and then reverse and then do so again may
cause losses. In such "whipsaw" market conditions, the Managing Owner may
establish positions for the Trust on the basis of incorrectly identifying the
rapid movement or the reversal as a trend.

LACK OF MARKET LIQUIDITY COULD MAKE IT IMPOSSIBLE FOR THE TRUST TO REALIZE
PROFITS OR LIMIT LOSSES

In illiquid markets, the Trust could be unable to close out positions to limit
losses or to take positions in order to follow trends. There are too many
different factors that can contribute to market illiquidity to predict when or
where illiquid markets may occur.

Unexpected market illiquidity has caused major losses for some traders in recent
years in such market sectors as emerging markets and mortgage-backed securities.
There can be no assurance that the same will not happen in the markets traded by
the Trust. In addition, the large size of the positions the Trust may take
increases the risk of illiquidity by both making its positions more difficult to
liquidate and increasing the losses incurred while trying to do so.

United States commodity exchanges impose limits on the amount the price of some,
but not all, futures contracts may change on a single day. Once a futures
contract has reached its daily limit, it may be impossible for the Trust to
liquidate a position in that contract, if the market has moved adversely to the
Trust, until the limit is either raised by the exchange or the contract begins
to trade away from the limit price.

THE MANAGING OWNER'S TRADING SYSTEMS HAVE BEEN DEVELOPED OVER TIME AND ARE
SUBJECT TO CHANGE

In executing its trading method, the Managing Owner uses combinations of trading
systems to generate buy and sell signals in the various markets traded. The
Managing Owner has developed, modified, retained and discarded numerous systems
over more than 25 years. Consequently, some of the trading systems and
combinations of systems currently being used to trade accounts managed pursuant
to the Diversified Portfolio, as is the Trust, are not identical to those used
5, 10, 15 or 20 years ago.

TRADING ON FOREIGN EXCHANGES PRESENTS GREATER RISK THAN TRADING ON U.S.
EXCHANGES

The Trust will trade on commodity exchanges outside the United States. Trading
on foreign exchanges is not regulated by any United States governmental agency
and may involve certain risks that do not arise when trading on United States
exchanges. For example, an adverse change in the exchange rate between the
United States dollar and the currency in which a non-U.S. futures contract is
denominated would reduce the profit or increase the loss on a trade in that
contract.

Trading on foreign exchanges also presents risks of loss due to (1) the possible
imposition of exchange controls, which could make it difficult or impossible for
the Trust to repatriate some or all of its assets held by non-U.S.
counterparties; (2) possible government confiscation of assets; (3) taxation;
(4) possible government disruptions, which could result in market closures and
thus an inability to exit positions and repatriate Trust assets for sustained
periods of time, or even permanently; and (5) limited rights in the event of the
bankruptcy or insolvency of a foreign broker or exchange resulting in a
different and possibly less favorable distribution of the bankrupt's assets than
would occur in the United States.

                                      -10-
THE MANAGING OWNER ANTICIPATES THE TRUST'S PERFORMANCE TO BE NON-CORRELATED TO
STOCKS AND BONDS, NOT NEGATIVELY CORRELATED

The performance of the Managing Owner's Diversified Portfolio has been generally
non-correlated to the performance of the stock and bond markets, as represented
by the S&P 500 Stock Index and the Lehman Brothers U.S. Long Treasury Bond
Index. Non-correlation means that there is no statistically valid relationship
between two asset classes and should not be confused with negative correlation,
where the performance of two asset classes would be opposite. Because of this
non-correlation, you should not expect the Trust to be automatically profitable
during unfavorable periods for the stock and/or bond markets, or VICE VERSA.

If the Trust does not perform in a manner non-correlated with the general
financial markets or does not perform successfully, you will obtain no
diversification benefits by investing in the Units and the Trust may have no
gains to offset your losses from other investments.

THE TRUST MAY BE SUBJECT TO PROFIT SHARES DESPITE CERTAIN UNITS HAVING DECLINED
IN VALUE

Investors will purchase Units at different times and will, accordingly,
recognize different amounts of profit and loss on their investments. Profit
Shares are accrued, or the accruals are reversed to reflect losses, on a monthly
basis so that Profit Shares are not allocated in respect of Units that did not
appreciate in value. However, Profit Shares are ultimately calculated on the
basis of the cumulative net trading profits recognized by the Trust as a whole,
not on the profits recognized by any particular Unit or Units. Consequently, the
Managing Owner may still be allocated a Profit Share even though certain Units
have lost value since the date they were purchased.

Conversely, Units purchased at a Net Asset Value reduced by accrued Profit
Shares will benefit from any reversal of such accruals, and the benefit of such
reversals to Units outstanding at the time of such purchase will be diluted.

Similarly, Units may incur losses generating a loss carryforward for purposes of
calculating subsequent Profit Shares. The benefit of any such loss carryforward
will be diluted by the admission of new Unitholders.

THE MANAGING OWNER'S INCREASED EQUITY UNDER MANAGEMENT COULD LEAD TO LOWER
RETURNS FOR INVESTORS

The Managing Owner has not agreed to limit the amount of money it may manage and
is actively seeking additional accounts. The more money the Managing Owner
manages, the more difficult it may become for the Managing Owner to trade
profitably for the Trust because of the difficulty of trading larger positions
without negatively affecting prices and performance.

INCREASED COMPETITION AMONG TREND-FOLLOWING TRADERS COULD REDUCE THE MANAGING
OWNER'S PROFITABILITY

A substantial number of commodity trading advisors use technical trading
systems, particularly trend-following systems, like the Managing Owner's
systems. As the amount of money under the management of such systems increases,
competition for the same positions increases, making the positions more costly
and more difficult to acquire.

THE TRUST IS SUBJECT TO CONFLICTS OF INTEREST

The Trust is subject to numerous actual and potential conflicts of interest,
including: (1) the compensation that the Selling Agents receive gives them an
incentive to promote the sale of Units as well as to discourage redemptions; (2)
the brokerage commissions that UBS PaineWebber Inc. receives as a Clearing
Broker for the Trust gives an additional incentive to promote the sale of Units
as well as to discourage redemptions; (3) the Managing Owner has significant
financial incentives both to promote the sale of the Units and to discourage
their redemption; and (4) the Managing Owner of the Trust will not select any
other advisor even if doing so would be in the best interests of the Trust. See
"Conflicts of Interest" beginning on page 32.

THE MANAGING OWNER HAS NOT ESTABLISHED FORMAL PROCEDURES TO RESOLVE CONFLICTS OF
INTEREST

Because the Managing Owner has not established any formal procedures for
resolving conflicts of interest, you will be dependent on the good faith of the
parties with conflicts to resolve the conflicts equitably. The Managing Owner
can not assure that conflicts of interest will not result in losses for the
Trust.

YOU WILL BE TAXED EACH YEAR ON YOUR SHARE OF TRUST PROFITS

You will be taxed on your share of Trust income or gain each year, whether or
not you redeem Units or receive distributions from the Trust.

                                      -11-
Because a substantial portion of the Trust's open positions are
"marked-to-market" at the end of each year, some of your tax liability will be
based on unrealized gains which the Trust may, in fact, never realize.

40% of any trading profits on certain U.S. exchange-traded futures contracts and
certain foreign currency forward contracts are taxed as short-term capital gains
at ordinary income rates (unless offset by capital losses), while 60% of any
trading profits are taxed as long-term capital gains at a 20% maximum rate for
individuals. These rates apply regardless of how long the Trust holds a
contract, or an investor his or her Units.

All performance information included in this Prospectus is presented on a
pre-tax basis; the investors who experienced such performance had to pay the
related taxes from other sources.

Over time, the compounding effects of the annual taxation of the Trust's income
are material to the economic consequences of investing in the Trust. For
example, a 10% compound annual rate of return over five years would result in an
initial $10,000 investment compounding to $16,105. However, if one factors in a
30% tax rate each year, the result would be $14,025.

YOU WILL BE TAXED ON THE TRUST'S INTEREST INCOME EVEN IF THE TRUST SUFFERS
TRADING LOSSES

Losses on the Trust's trading are almost exclusively capital losses.
Non-corporate investors may use net capital losses to offset up to $3,000 of
ordinary income each year. So, for example, if your share of the Trust's trading
(i.e., capital) loss was $10,000 in a given fiscal year and your share of
interest income was $5,000, you would incur a net loss in the Net Asset Value of
your Units equal to $5,000, but would nevertheless recognize taxable income of
$2,000.

LIMITATIONS ON THE DEDUCTIBILITY OF "INVESTMENT ADVISORY FEES"

The Managing Owner does not intend to treat the ordinary expenses of the Trust
as "investment advisory fees" for federal income tax purposes. The Managing
Owner believes that this is the position adopted by virtually all United States
futures fund sponsors. However, were the ordinary expenses of the Trust
characterized as "investment advisory fees," non-corporate taxpayers would be
subject to substantial restrictions on the deductibility of those expenses,
would pay increased taxes in respect of an investment in the Trust and could
actually recognize taxable income despite having incurred a financial loss.

THE IRS COULD AUDIT BOTH THE TRUST AND INDIVIDUAL UNITHOLDERS

The IRS could audit the Trust's tax returns and require the Trust to adjust such
returns. If an audit results in an adjustment, you could be audited and required
to pay additional taxes, plus interest and possibly penalties.

THE BANKRUPTCY OF A CLEARING BROKER OR CURRENCY DEALER COULD CAUSE LOSSES

The Managing Owner must assess the credit-worthiness of the Clearing Brokers and
foreign currency counterparties it selects for the Trust. If one of the Trust's
Clearing Brokers or foreign currency counterparties becomes bankrupt, the Trust
will be limited to recovering only its PRO RATA share of all available customer
funds segregated by the Clearing Broker or counterparty. The Managing Owner
attempts to mitigate this risk by selecting only well capitalized, major
financial institutions as Clearing Brokers and foreign currency counterparties.

THE TRUST TRADES IN UNREGULATED MARKETS

The Trust will conduct all or substantially all of its currency forward and
related options trading in unregulated markets. There is no way to determine
fair pricing or prevent trading abuses in such markets. The absence of
regulation in such markets could expose the Trust to significant losses.

Various national governments have expressed concern regarding the disruptive
effects of speculative trading in the currency markets and the need to regulate
the "derivatives" markets in general. Future regulatory changes may limit the
Trust's ability to trade in certain markets.

INVESTMENT FACTORS

ALTHOUGH THERE CAN BE NO ASSURANCE THAT THE MANAGING OWNER WILL TRADE
SUCCESSFULLY ON BEHALF OF THE TRUST OR THAT THE TRUST WILL AVOID SUBSTANTIAL
LOSSES, IF THE TRUST IS SUCCESSFUL, AN INVESTMENT IN THE TRUST OFFERS INVESTORS
THE FOLLOWING POTENTIAL ADVANTAGES.

ACCESS TO THE DIVERSIFIED PORTFOLIO

The Trust offers you access to the Managing Owner's oldest and most successful
trading portfolio. The Managing Owner has been managing investment funds
pursuant to its Diversified Portfolio since February 1977. The composite
compounded annual return for the Diversified Portfolio, adjusted to reflect the
fees and expenses of the Trust, from February

                                      -12-
1977 through November 2002 is approximately 17%. PAST PERFORMANCE IS NOT,
HOWEVER, NECESSARILY INDICATIVE OF FUTURE RESULTS.

MILLBURN RIDGEFIELD CORPORATION

The Managing Owner and its principals have extensive experience in designing,
sponsoring, marketing and administering futures funds. The Managing Owner,
together with its predecessors, is one of the longest operating of all futures
money managers and was a pioneer in developing systematic trading technologies.
The Managing Owner's trading experience, together with its predecessors, spans
approximately 30 years. The Trust provides you the opportunity to place capital
under the management of a trading advisor with one of the longest continuous
trading records of any active manager.

INVESTMENT DIVERSIFICATION

If you are not prepared to spend substantial time trading in the futures and
forward markets, you may nevertheless participate through investing in the
Trust. An investment in the Trust can provide valuable diversification to a
traditional portfolio of stocks and bonds. The Managing Owner believes that the
profit potential of the Trust does not depend upon favorable general economic
conditions and that the Trust is just as likely to be profitable or unprofitable
during periods of declining stock and bond markets as at any other time.

Allocating a small portion of your investment portfolio to a managed futures
investment, such as the Trust, can potentially enhance the performance of the
portfolio. Modern portfolio theory suggests that a diverse portfolio with
positively performing assets that have little or no correlation with each other
should have higher returns and lower risk, as measured by variability of
returns, than a less diversified portfolio: the Nobel Prize for Economics in
1990 was awarded to Dr. Harry Markowitz for demonstrating that the total return
can increase, and/or risks can be reduced, when portfolios have positively
performing asset categories that are essentially non-correlated.

Historically, managed futures investments have had very little correlation to
the stock and bond markets. Non-correlated performance is not, however,
negatively correlated performance. Non-correlation means only that the
performance of managed futures likely has no relation to the performance of
stocks and bonds. The performance of the Managing Owner's Diversified Portfolio
from February 1997 through November 2002 has exhibited a substantial degree of
non-correlation with the general equity and debt markets.

Non-correlation will not provide diversification advantages beyond, perhaps,
lowering a portfolio's overall volatility unless the non-correlated assets are
performing positively. There can be no assurance that the Trust will perform
positively or avoid losses.

MARKET DIVERSIFICATION

The Trust trades in 30 to 50 or more markets, though not necessarily in all
markets at all times.

The diversification of the Trust permits investors to participate in markets
that would otherwise not be included in their portfolios, thereby both
potentially diversifying risk and increasing profit opportunities.

The markets traded in the Diversified Portfolio change from time to time.
Currently these markets include:

 CURRENCIES

 MAJOR                                   CROSSES

British Pound                           Euro - Pound
Euro currency                           Euro - Norwegian Krone
Japanese Yen                            Euro - Yen
Swiss Franc                             Euro - Swiss Franc
                                        Australian Dollar - Yen
                                        British Pound - Yen
                                        Canadian Dollar - Yen
                                        Swiss Franc - Yen

SECONDARY

Canadian Dollar                         Norwegian Krone
Korean Won                              Singapore Dollar
Mexican Peso                            Thai Baht

Czech Koruna                            South African Rand

 INTEREST RATES

Short-term Eurodollar deposits          Tokyo Yen Bonds
Short-term Euro Yen deposits            U.S. Treasury Bonds
German 5 and 10-year Euro Bonds         U.S. Treasury 5 and 10-year Notes

Long Gilt Future

 STOCK INDICES

Hong Kong Hang Seng
S&P 500
NASDAQ 100
Topix Index
Japanese Nikkei
German DAX

                                      -13-
AGRICULTURAL COMMODITIES

Coffee                                  Sugar
Corn                                    Wheat
Cotton

 METALS                                  ENERGY

Aluminum                                Crude Oil
Copper                                  Gas Oil
Gold                                    Heating Oil

Zinc                                    Natural Gas

                                        Unleaded Gas

OPPORTUNITY TO PROFIT IN RISING AS WELL AS IN DECLINING MARKETS

The Trust may realize positive or negative returns in both rising and declining
markets as futures or forwards positions may be established on either the long
or the short side of a market. Unlike short selling in the securities markets,
selling short in futures or forwards in anticipation of a drop in price can be
accomplished without additional restrictions or special margin requirements.

It is potentially advantageous for investors to own investments that can
appreciate during a period of generally declining prices, financial disruption
or economic instability.

Investors must realize, however, that the Trust is not specifically designed to
appreciate in declining markets. Rather, it is designed to perform independent
of the direction of stocks and bonds and the general economy. The Trust will
only increase in value if the Managing Owner's trading systems identify market
trends and the Trust is able to trade those trends profitably.

INTEREST ON TRUST ASSETS

The Trust will receive all of the interest income earned on its assets.
Approximately 90% of the Trust's assets are invested in deposit accounts and U.
S. Treasury bills or notes. The interest earned on the Trust's assets can offset
a portion, though not all, of its routine costs. However, the Trust's interest
income is subject to the risk of trading losses.

SMALL MINIMUM INVESTMENT; SMALLER MINIMUM ADDITIONAL INVESTMENT

The Managing Owner typically manages individual accounts only of substantial
size -- $3,000,000 or more. You may gain access to the Managing Owner for a
minimum investment of only $5,000; $2,000 in the case of trustees or custodians
of eligible employee benefit plans and individual retirement accounts. You may
make additional investments in minimums of only $1,000.

LIMITED LIABILITY

If you open an individual futures account, you will be generally liable for all
losses incurred in the account, and may lose substantially more than you
committed to the account. However, as an investor in the Trust, you cannot lose
more than your investment plus undistributed profits.

ADMINISTRATIVE CONVENIENCE

The Managing Owner is responsible for all aspects of the Trust's operation. You
will receive monthly unaudited and annual audited financial reports as well as
information necessary for you to complete your federal income tax returns. The
approximate daily Net Asset Value per Unit is available by calling
representatives of the Managing Owner at (212) 332-7300 (ask for the Marketing
Department).

                                      -14-
PERFORMANCE OF THE TRUST

                               GLOBAL MACRO TRUST
                        (JULY 1, 2002 - OCTOBER 31, 2002)

      TYPE OF POOL: Single-Advisor/Publicly-Offered/No Principal Protection
      INCEPTION OF TRADING: July 2002
      TOTAL ACTUAL ASSETS UNDER MANAGEMENT IN TRUST: $16.4 million
      LARGEST % MONTHLY DRAWDOWN: (7.94)% (10/02)
      WORST PEAK-TO-VALLEY DRAWDOWN: (7.94)% (10/02)
      AGGREGATE SUBSCRIPTIONS FROM INCEPTION: $16,823,104
      VALUE OF INITIAL $1,000 INVESTMENT: $1002
MONTHLY RATES OF RETURN
              -------------------------------------------
                        MONTH                  2002
              -------------------------------------------
January
              -------------------------------------------
                       February
              -------------------------------------------
                        March
              -------------------------------------------
                        April
              -------------------------------------------
                         May
              -------------------------------------------
                        June
              -------------------------------------------
                         July                  1.76%
              -------------------------------------------
                        August                 1.20%
              -------------------------------------------
                      September                5.67%
              -------------------------------------------
                       October                (7.94)%
              -------------------------------------------
                       November
              -------------------------------------------
                       December
              -------------------------------------------
                   Compound Annual             0.19%
                   Rate of Return           (4 mos.)
              -------------------------------------------
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

     "WORST MONTHLY DRAWDOWN" IS THE LARGEST NEGATIVE MONTHLY RATE OF RETURN
EXPERIENCED BY A FUND OR A SINGLE ACCOUNT TRADED PURSUANT TO A TRADING
PORTFOLIO.

     "WORST PEAK-TO-VALLEY DRAWDOWN" IS THE GREATEST PERCENTAGE DECLINE IN NET
ASSET VALUE OF A FUND UNIT OR OF A SINGLE ACCOUNT EXPERIENCED BY A FUND OR A
SINGLE ACCOUNT WITHOUT SUCH NET ASSET VALUE BEING SUBSEQUENTLY EQUALED OR
EXCEEDED. FOR EXAMPLE, IF THE VALUE OF A FUND UNIT OR OF AN ACCOUNT DROPPED BY
1% IN EACH OF JANUARY AND FEBRUARY, ROSE 1% IN MARCH AND DROPPED AGAIN BY 2% IN
APRIL, A "PEAK-TO-VALLEY DRAWDOWN" WOULD BE STILL CONTINUING AT THE END OF APRIL
IN THE AMOUNT OF APPROXIMATELY (3)%, WHEREAS IF THE VALUE OF THE FUND UNIT OR
THE ACCOUNT HAD RISEN BY APPROXIMATELY 2% OR MORE IN MARCH, THE DRAWDOWN WOULD
HAVE ENDED AS OF THE END OF FEBRUARY AT THE (2)% LEVEL.

     MONTHLY RATE OF RETURN FOR A FUND IS THE ACTUAL MONTHLY RATE OF RETURN
RECOGNIZED BY AN INITIAL $1,000 INVESTMENT IN THE FUND AND FOR ACCOUNTS IT IS
THE NET PERFORMANCE OF THE FULLY-FUNDED SUBSET DIVIDED BY THE BEGINNING EQUITY
OF THE SUBSET. THE MANAGING OWNER HAS ADOPTED A METHOD OF COMPUTING RATE OF
RETURN REFERRED TO AS THE "FULLY-FUNDED SUBSET" METHOD, PURSUANT TO AN ADVISORY
PUBLISHED BY THE COMMODITY FUTURES TRADING COMMISSION. THE FULLY-FUNDED SUBSET
REFERS TO THE SUBSET OF ACCOUNTS INCLUDED IN THE COMPOSITE THAT WERE FUNDED
ENTIRELY WITH ACTUAL FUNDS.

     PERFORMANCE INFORMATION IS CALCULATED ON AN ACCRUAL BASIS IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

                                      -15-
SELECTED FINANCIAL INFORMATION

     THE SELECTED FINANCIAL INFORMATION FOR THE PERIOD ENDED SEPTEMBER 30, 2002
IS TAKEN FROM THE UNAUDITED FINANCIAL STATEMENTS OF THE TRUST FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2002 THE SELECTED FINANCIAL INFORMATION FOR THE YEAR
ENDED DECEMBER 31, 2001 IS TAKEN FROM THE FINANCIAL STATEMENTS OF THE TRUST
AUDITED BY PRICEWATERHOUSECOOPERS LLP. SEE "INDEX TO FINANCIAL STATEMENTS" AT
PAGE 55. THE TRUST COMMENCED TRADING OPERATIONS ON JULY 1, 2002.

                              --------------------
INCOME STATEMENT DATA                                            SEPTEMBER 30, 2002       DECEMBER 31, 2001
INVESTMENT INCOME:

 Interest income                                                    $     36,951             $      18

EXPENSES:

 Total expenses                                                     $    142,478                    --

 Net investment losses                                              $   (105,527)                   --

REALIZED AND UNREALIZED GAINS (LOSSES):                                                             --

 Net realized gain (losses) on closed positions                     $    602,008                    --

 Net change in unrealized appreciation (depreciation)               $    732,548                    --

 Net realized and unrealized gains (losses) on trading of
     futures and forward contracts and foreign exchange
     translation                                                    $  1,334,556                    --

 Net gains (losses) from U.S. Treasury obligations                  $      3,283                    --

     Total net realized and unrealized gains (losses)               $  1,337,839                    --

 Net income (loss) before profit share to Managing Owner            $  1,232,312                    --

 Incentive fee to Managing Owner                                    $    189,102                    --

 Net income (loss)                                                  $  1,043,210                    --

 Net income (loss) per Unit                                         $      79.30                    --

BALANCE SHEET DATA

 Total Assets                                                       $ 17,200,980             $   2,018

 Total  Liabilities                                                 $  3,561,400                    --

 Total Trust Capital                                                $ 13,639,580             $   2,018

 Net Asset Value per Unit                                           $   1,088.30                    --
--------------------

SELECTED QUARTERLY FINANCIAL DATA

The following summarized quarterly financial information presents the results of
operations for the three month period ended September 30, 2002. This information
has not been audited. The Trust commenced operations July 1, 2002.
Third Quarter 2002
                                                                     -------------------
Income:                                                  $       36,935
                 Net Realized and Unrealized Gains (Losses):                   1,337,839
                 Expenses:                                                       142,478
                 Net Income (Loss):                                            1,043,194
                 Net Income (Loss) per Unit:                                       71.30
There were no extraordinary, unusual or infrequently occurring items recognized
in any quarter reported above, and the Trust has not disposed of any segments of
its business.

                                      -16-
MANAGING OWNER'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS

GENERAL

The Trust was organized on July 23, 2001 under the Delaware Statutory Trust Act,
and the Trust's Registration Statement under the Securities Act of 1933, as
amended, became effective on March 26, 2002. The Trust commenced trading
operations July 1, 2002.

The Trust's success depends on the Managing Owner's ability to recognize price
trends in different sectors of the world economy. The Managing Owner's trading
systems do not predict price movements, nor do they rely on fundamental economic
supply or demand analysis or on macroeconomic assessments of the relative
strengths of different national economies or economic sectors. Instead, the
systems apply proprietary computer models to analyzing past market data, and
from this data alone attempt to determine whether market prices are trending.
Technical traders such as the Managing Owner base their strategies on the theory
that market prices reflect the collective judgment of numerous different traders
and are, accordingly, the best and most efficient indication of market
movements. However, there are frequent periods during which fundamental factors
external to the market dominate prices.

If the Managing Owner's models identify a trend, they signal positions which
follow it. When these models identify the trend as having ended or reversed,
these positions are either closed out or reversed. Due to their trend-following
character, the Managing Owner's systems do not predict either the commencement
or the end of a price movement. Rather, their objective is to identify a trend
early enough to profit from it and to detect its end or reversal in time to
close out the Trust's positions while retaining most of the profits made from
following the trend.

In analyzing the performance of the Managing Owner's trend-following systems,
economic conditions, political events, weather factors, etc., are not directly
relevant because the Managing Owner uses only market data in developing its
systems. Additionally, in general there is no direct connection between
particular market conditions and price trends. There are so many influences on
the markets that the same general type of economic event may lead to a price
trend in some cases but not in others. Further, even if significant price trends
do occur, if these trends are not comprised of the type of price movements which
the systems are designed to identify, the Managing Owner may not position the
Trust to profit from or avoid losses due to the trend. Moreover, there have been
prolonged periods in the futures markets without significant price movements, as
well as markets, in which prices appear to be moving in one direction but then
quickly reverse. Such periods may recur with considerable frequency, and the
Managing Owner would expect it to be very difficult to achieve profitability in
such markets.

The performance summary set forth below is an outline description of how the
Trust performed in the past trading in a wide variety of markets. The Trust's
futures and currency forward contract prices are marked-to-market every trading
day, and the Trust's trading accounts are credited or debited with its daily
gains or losses. Accordingly, there is no material economic distinction between
realized gains or losses on closed positions and unrealized gains or losses on
open positions. The Trust's past performance is not necessarily indicative of
how it will perform in the future.

PERFORMANCE SUMMARY

2002

The Trust commenced trading operations July 1, 2002. Prior to the commencement
of trading operations, the Trust earned $34 in interest from original capital
contributions, which consisted of $400 from Millburn Ridgefield Corporation, the
Trust's Managing Owner, and $1,600 from its initial Unitholder. Net assets
increased $13,637,546 for the three months ended September 30, 2002. This
increase was attributable to subscriptions of $12,615,390 and net income from
operations of $1,043,210, which was partially offset by redemptions of $21,038.
Brokerage commissions are calculated on the Net Asset Value of the Trust on the
last day of each month and are affected by trading performance and redemptions.
Brokerage commissions for the three months ended September 30, 2002 were
$129,902.

The Trust's net asset value per Unit registered a gain during its first quarter
of operation, increasing 7.01%. Trading of interest rate, stock index, and
energy futures was profitable, while currency trading resulted in losses.

Interest rates on government debt declined sharply during the summer. Hence, the
Trust's long positions in German 5 and 10-year bonds, U.S. Treasury 5 and
10-year notes and the 30-year bond, and short-term eurodollar deposits were
profitable. A long Japanese government bond position was also profitable,
although the size of the gain was cut significantly

                                      -17-
after a major sell-off followed the Bank of Japan's announcement that it would
purchase stocks from major banks.

Global stock markets declined during the quarter, and the Trust's short
positions in German, Hong Kong, Japanese, and U.S. stock index futures were
profitable.

Though energy prices were volatile during the quarter, long positions in crude
oil, natural gas, London gas oil, and heating oil were profitable. A long
position in unleaded gasoline did produce a fractional loss, however.

Currency trading, on the other hand, was unprofitable during the July-September
period. The sustained dollar decline that had characterized the second quarter
came to an end in the third quarter. A trend reversal that started in late July
was followed by volatile but generally non-directional market activity
thereafter. Hence, short dollar positions relative to the yen, euro, Korean won,
and Swiss franc produced losses, and were closed or reversed to long positions.
Non-dollar cross rate trading had no significant impact on Net Asset Value for
the quarter.

In the metals sector of the Trust's portfolio, a short aluminum trade generated
a modest gain that offset a fractional loss on a short gold trade.

Finally, the gain from a long corn trade was partially offset by losses from
trading cotton, and coffee.

LIQUIDITY AND CAPITAL RESOURCES

The Trust raises additional capital only through the sale of Units and trading
profits (if any) and does not engage in borrowing. The Trust sells no securities
other than the Units.

The Trust's assets are held primarily in U.S. Treasury bills or other
high-quality, readily marketable securities, as well as in cash. Accordingly,
except in very unusual circumstances, the Trust should be able to close out any
or all of its open trading positions and liquidate any securities positions
quickly and at market prices. This permits the Managing Owner to limit losses as
well as reduce market exposure on short notice. In addition, because there is a
readily available market value for the Trust's positions and assets, the Trust's
monthly Net Asset Value calculations are precise.

The value of the Trust's cash and financial instruments is not materially
affected by inflation. Changes in interest rates, which are often associated
with inflation, could cause the value of certain of the Trust's debt securities
to decline, but only to a limited extent. More important, changes in interest
rates could cause periods of strong up or down market price trends, during which
the Trust's profit potential generally increases. However, inflation can also
give rise to markets which have numerous short price trends followed by rapid
reversals, markets in which the Trust is likely to suffer losses.

The Trust trades futures, options and forward contracts on currencies, interest
rates, energy and agricultural products, metals and stock indices. Risk arises
from changes in the value of these contracts (market risk) and the potential
inability of counterparties or brokers to perform under the terms of their
contracts (credit risk). Market risk is generally measured by the face amount of
the positions acquired and the volatility of the markets traded. The Managing
Owner seeks to control market risk through real-time monitoring of open
positions, market diversification inherent in the Diversified Portfolio and by
limiting the Trust's margin-to-equity ratio to a range of approximately 15% to
35%.

The credit risk from counterparty non-performance is the net unrealized gain, if
any, on open positions plus the value of the margin or collateral held by the
counterparty. Credit risk associated with exchange-traded contracts is generally
considered to be quite low because exchanges typically provide clearinghouse
arrangements in which the collective credit of the members of the exchange is
pledged to support the financial integrity of the exchange. In over-the-counter
transactions, on the other hand, traders must rely solely on the credit of their
respective individual counterparties. Margins, which may be subject to loss in
the event of a default, are generally required in exchange trading, and
counterparties may require collateral in the over-the-counter markets. The
Managing Owner seeks to minimize credit risk associated with the Trust's
over-the-counter transactions by transacting only with large, well capitalized
financial institutions.

                                      -18-
THE MANAGING OWNER

MILLBURN RIDGEFIELD CORPORATION

Millburn Ridgefield Corporation, the Managing Owner, is a Delaware corporation
organized in May 1982 to manage discretionary accounts in futures and forward
markets. It is the corporate successor to a futures trading and advisory
organization that has been continuously managing assets in the currency and
futures markets using quantitative, systematic techniques since 1971. As of
October 31, 2002 the Managing Owner, together with its affiliate ShareInVest
Research L.P., was managing approximately $750 million in currencies, currency
overlays, financial and commodity futures, equities and funds of funds.

The Managing Owner has been registered with the Commodity Futures Trading
Commission ("CFTC") as a "commodity pool operator" since September 13, 1984 and
as a "commodity trading advisor" since July 1, 1982, and is a member of National
Futures Association ("NFA"). The Millburn Corporation, an affiliate of the
Managing Owner, performs certain administrative and operating functions for the
Managing Owner. ShareInVest Research L.P., an affiliate of the Managing Owner,
manages U.S. small capitalization growth stock hedge funds. THE REGISTRATION OF
THE MANAGING OWNER WITH THE CFTC MUST NOT BE TAKEN AS AN INDICATION THAT THE
CFTC HAS RECOMMENDED OR APPROVED EITHER THE MANAGING OWNER OR THE TRUST.

The Managing Owner contributed $2 million to the initial trading capital of the
Trust. However, the Managing Owner has no intent or commitments to, nor is it a
reasonable possibility that the Managing Owner will, fund Trust cash flow
deficits, if any, or provide other direct or indirect financial assistance to
the Trust.

BACKGROUND AND MANAGEMENT

The Managing Owner is organized into four main departments: research, trading,
operations and investor services. The Managing Owner provides its personnel with
a computerized infrastructure that supports the Managing Owner's research
efforts and allows departments to coordinate and communicate effectively. The
Managing Owner was among the first systematic money managers to begin building a
comprehensive in-house computerized database, and this database has been updated
continuously since its introduction in 1975. The Managing Owner's currency
database contains more than twenty-five years of market activity, and the
interest-rate futures database covers the period since 1977, the first year
these contracts were traded.

The systems implemented by the research staff generate signals that the trading
department executes and monitors in more than thirty currency and futures
markets on a 24-hour basis. The face value of the trades executed by the trading
department is in excess of $30 billion per year. The trading process is
facilitated by the use of computers in the related support functions. These
functions include (1) position accounting, (2) profit and loss statements, (3)
trading system signal sheets and (4) portfolio adjustments. A system of checks
and balances is in place to guard against errors. Examples are multiple
confirmations of executed trades and continuous review of positions by both the
trading staff and the senior officers of the firm. The Managing Owner has also
invested in sophisticated communications, news and quotation capabilities.

The background of each of the principals and senior officers of the Managing
Owner and its affiliates who perform services on the Managing Owner's behalf is
set forth below.

HARVEY BEKER, AGE 49. Mr. Beker is Co-Chief Executive Officer and Co-Chairman of
the Managing Owner and The Millburn Corporation, and a partner of ShareInVest
Research L.P. He received a Bachelor of Arts degree in economics from New York
University in 1974 and a Master of Business Administration degree in finance
from NYU in 1975. From June 1975 to July 1977, Mr. Beker was employed by Loeb
Rhoades, Inc. where he developed and traded silver arbitrage strategies. From
July 1977 to June 1978, Mr. Beker was a futures trader at Clayton Brokerage Co.
of St. Louis. Mr. Beker has been employed by The Millburn Corporation since June
1978. During his tenure at the Managing Owner, he has been instrumental in the
development of the research, trading and operations areas. Mr. Beker became a
principal of the firm in 1982.

GEORGE E. CRAPPLE, AGE 58. Mr. Crapple is Co-Chief Executive Officer and
Co-Chairman of the Managing Owner and The Millburn Corporation and a partner of
ShareInVest Research L.P. In 1966 he graduated with honors from the University
of Wisconsin where his field of concentration was economics and he was elected
to Phi Beta Kappa. In 1969 he graduated from Harvard Law School, MAGNA CUM
LAUDE, where he was a member of the Harvard Law Review. He was a lawyer with
Sidley & Austin, Chicago, Illinois, from 1969 until April 1, 1983, as a partner
since 1975, specializing in commodities, securities, corporate and tax law. He
was first associated with the Managing Owner in 1976 and joined the Managing
Owner on April 1, 1983 on a full-time

                                      -19-
basis. Mr. Crapple is a Director, Member of the Executive Committee, Chairman of
the Appeals Committee and a former Chairman of the Eastern Regional Business
Conduct Committee of the NFA, past Chairman of the Managed Funds Association and
a member of the Technology Advisory Committee of the CFTC.

GREGG R. BUCKBINDER, AGE 43. Mr. Buckbinder is Senior Vice-President and Chief
Operating Officer of the Managing Owner and The Millburn Corporation and a
partner of ShareInVest Research L.P. He graduated CUM LAUDE from Pace University
in 1980 with a B.B.A. in accounting and received an M.S. in taxation from Pace
in 1988. He joined the Managing Owner in January 1998 from Odyssey Partners,
L.P. where he was responsible for the operation, administration and accounting
of the firm's merchant banking and managed account businesses from mid-1990
through December 1997. Mr. Buckbinder was employed by Tucker Anthony, a
securities broker and dealer, from 1985 to 1990 where he was First Vice
President and Controller, and from 1983 to 1984 where he designed and
implemented various operations and accounting systems. He was with the public
accounting firm of Ernst & Whinney from 1984 to 1985 as a manager in the tax
department and from 1980 to 1983 as a senior auditor, with an emphasis on
clients in the financial services business. He is a Certified Public Accountant
and a member of the American Institute of Certified Public Accountants.

MARK B. FITZSIMMONS, AGE 54. Mr. Fitzsimmons is a Senior Vice-President of the
Managing Owner and The Millburn Corporation and a partner of ShareInVest
Research L.P. His responsibilities include both marketing and investment
strategy. He graduated SUMMA CUM LAUDE from the University of Bridgeport,
Connecticut in 1970 with a B.S. in economics. His graduate work was done at the
University of Virginia, where he received a certificate of candidacy for a Ph.D.
in economics in 1973. He joined the Managing Owner in January 1990 from Morgan
Stanley & Co. Incorporated where he was a Principal and Manager of institutional
foreign exchange sales and was involved in strategic trading for the firm. From
1977 to 1987 he was with Chemical Bank New York Corporation, first as a Senior
Economist in Chemical's Foreign Exchange Advisory Service and later as a
Vice-President and Manager of Chemical's Corporate Trading Group. While at
Chemical he also traded both foreign exchange and fixed income products. From
1973 to 1977 Mr. Fitzsimmons was employed by the Federal Reserve Bank of New
York, dividing his time between the International Research Department and the
Foreign Exchange Department.

BARRY GOODMAN, AGE 45. Mr. Goodman is Executive Vice-President, Director of
Trading and Co-Director of Research of the Managing Owner and The Millburn
Corporation and a partner of ShareInVest Research L.P. His responsibilities
include overseeing the firm's trading operation and managing its trading
relationships, as well as the design and implementation of trading systems. He
graduated MAGNA CUM LAUDE from Harpur College of the State University of New
York in 1979 with a B.A. in economics. From 1980 through late 1982 he was a
commodity trader for E. F. Hutton & Co., Inc. At Hutton he also designed and
maintained various technical indicators and coordinated research projects
pertaining to the futures markets. He joined the Managing Owner in 1982 as
Assistant Director of Trading.

DENNIS B. NEWTON, AGE 51. Mr. Newton is a Senior Vice-President of the Managing
Owner and the Millburn Corporation. His primary responsibilities are in
administration and marketing. Prior to joining the Managing Owner in September
1991, Mr. Newton was President of Phoenix Asset Management, Inc., a registered
commodity pool operator from April 1990 to August 1991. Prior to his employment
with Phoenix, Mr. Newton was a Director of Managed Futures with Prudential-Bache
Securities Inc. from September 1987 to March 1990. Mr. Newton joined
Prudential-Bache from Heinold Asset Management, Inc. where he was a member of
the senior management team. Heinold was a pioneer and one of the largest
sponsors of funds utilizing futures and currency forward trading.

GRANT N. SMITH, AGE 50. Mr. Smith is Executive Vice-President and Co-Director of
Research of the Managing Owner and The Millburn Corporation and a partner of
ShareInVest Research L.P. He is responsible for the design, testing and
implementation of quantitative trading strategies, as well as for planning and
overseeing the computerized decision-support systems of the firm. He received a
B.S. degree from the Massachusetts Institute of Technology in 1974 and an M.S.
degree from M.I.T. in 1975. While at M.I.T. he held several teaching and
research positions in the computer science field and participated in various
projects relating to database management. He joined the Managing Owner in 1975.

The Managing Owner shares with its affiliates a staff of over 40, including the
above-named individuals. The past performance of the Managing Owner is set forth
on pages 24, 25 and 26 and in "Supplemental Performance Information" beginning
on page 46.

                                      -20-
TRADING STRATEGIES IN GENERAL

Forward and futures traders may generally be classified as either systematic or
discretionary. A systematic trader will generally rely to some degree on
judgmental decisions concerning, for example, which markets to follow and trade,
when to liquidate a position in a contract that is about to expire and how heavy
a weighting a particular market should have in a portfolio. However, although
these judgmental decisions may have a substantial effect on a systematic trading
advisor's performance, the trader relies primarily on trading programs or models
that generate trading signals. The systems used to generate trading signals
themselves may be changed from time to time, but the trading instructions
generated by the systems are followed without significant additional analysis or
interpretation. Discretionary traders on the other hand -- while they may use
market charts, computer programs and compilations of quantifiable information to
assist them in making trading decisions -- make trading decisions on the basis
of their own judgment and trading instinct, not on the basis of trading signals
generated by any program or model.

The Managing Owner is a systematic trader.

In addition to being distinguished from one another on the basis of whether they
are systematic or discretionary traders, futures trading advisors are also
distinguished as relying on either technical or fundamental analysis, or on a
combination of the two.

Technical analysis is not based on the anticipated supply and demand of a
particular commodity, currency or financial instrument. Instead, it is based on
the theory that the study of the markets themselves will provide a means of
anticipating the external factors that affect the supply and demand for a
particular commodity, currency or financial instrument in order to predict
future prices. Technical analysis operates on the theory that market prices at
any given point in time reflect all known factors affecting supply and demand
for a particular commodity, currency or financial instrument.

Fundamental analysis, in contrast, is based on the study of factors external to
the trading markets that affect the supply and demand of a particular commodity,
currency or financial instrument in an attempt to predict future prices. Such
factors might include the economy of a particular country, government policies,
domestic and foreign political and economic events, and changing trade
prospects. Fundamental analysis theorizes that by monitoring relevant supply and
demand factors for a particular commodity, currency or financial instrument, a
state of current or potential disequilibrium of market conditions may be
identified that has yet to be reflected in the price level of that instrument.
Fundamental analysis assumes that the markets are imperfect, that information is
not instantaneously assimilated or disseminated and that econometric models can
be constructed that generate equilibrium prices that may indicate that current
prices are inconsistent with underlying economic conditions and will,
accordingly, change in the future.

The Managing Owner is predominantly a technical trader.

Trend-following advisors, such as the Managing Owner, gear their trading
approaches towards positioning themselves to identify and follow major price
movements. In contrast, market forecasters attempt to predict future price
levels without relying on such trends to point the way, scalpers attempt to make
numerous small profits on short-term trades, and arbitrage traders attempt to
capture temporary price imbalances between inter-related markets.
Trend-following traders assume that a majority of their trades will be
unprofitable. Their objective is to make a few large profits, more than
offsetting their numerous but smaller losses, by successfully identifying and
following major trends. Consequently, during periods in which no major price
trends develop in a market, a trend-following advisor is likely to incur
substantial losses.

THE MANAGING OWNER'S TRADING STRATEGY

MULTIPLE TRADING SYSTEMS

The objective of the Managing Owner's trading method is to participate in all
major sustained price moves in the markets traded. The Managing Owner regards
its approach as long-term in nature. The Managing Owner makes trading decisions
pursuant to its trading method, which includes technical trend analysis, certain
non-trend-following technical systems, and the money management principles
described below, which may be revised from time to time. Given trends in price
of sufficient duration and magnitude, these trading systems may be profitable
even though more than half of all individual trades are unprofitable. A period
of time without such trends, however, may result in substantial losses.

The Managing Owner is engaged in a substantial ongoing research effort to
improve its trading methods and to apply its quantitative analytic expertise to
new financial products.

Successful systematic futures trading depends primarily on two factors:
development and selection of the trading systems used in each market, and

                                      -21-
allocation of portfolio risk among the markets available for trading.

Market environments change over time, and particular systems may perform well in
one environment but poorly in another. Likewise, portfolio sectors and
individual markets go through periods where systematic trading is very
profitable and other periods where no system makes any money.

The goal of the Managing Owner's research has been to develop an algorithm to
select the optimal mix of systems in each market and an algorithm to dynamically
determine optimum portfolio allocations, allocating risk to markets according to
a forecast of profitability using a mix of systems.

The first step in the trading methodology is developing intermediate- to
long-term trading systems which generate buy or sell decisions in a particular
market based on the direction of the price trend in the market. Over the last 30
years, the Managing Owner has developed hundreds of trading systems. These
`heritage' systems are augmented from time to time with the results of research.
The Managing Owner tests the full range of the systems in each market against
five, ten or fifteen years of historical data to simulate the results the system
would have achieved in the markets had the system been used to make trading
decisions during the simulation period. It then calculates (i) the profitability
of the systems and (ii) a number of statistics designed to identify high quality
profits such as (a) the percentage of profitable trades, (b) the worst losses
experienced, (c) the average giveback of maximum profits on profitable trades
and (d) Sharpe ratio (risk-adjusted returns).

Since the early 1980s the Managing Owner has selected up to four systems in each
market after a review of statistical data for the heritage systems in an effort
to diversify away from reliance on a single system in a market. The Managing
Owner has attempted to select systems with different characteristics to smooth
the return stream from the market. The Managing Owner then selects its portfolio
weightings taking into account statistical data on the systems' returns in each
market, liquidity constraints and the Managing Owner's judgment and experience.
The Managing Owner has achieved a major improvement in this process through the
recent implementation of its System Selection Algorithm and Portfolio Allocation
Algorithm.

Because there are hundreds of systems in the Managing Owner's heritage universe,
there are billions of potential combinations of systems for each market. The
System Selection Algorithm simulates these potential combinations and searches
for both an optimal number and combination of systems in each market. The number
of systems ranges from 5 to 8, and the combination selected will maximize Sharpe
ratio, a risk-adjusted measure of returns, subject to minimum levels of
diversification among systems in the group.

The System Allocation Algorithm is rerun whenever new systems become available
for inclusion in the system universe.

The Portfolio Allocation Algorithm was designed to select a portfolio with what
the Managing Owner believes to be `optimal' risk/reward statistics -- Sharpe
ratio, volatility and drawdown. It is designed to dynamically shift the
portfolio risk allocations into the markets and sectors which offer the best
potential for profit. There are currently over 30 markets included in the
Portfolio Allocation Algorithm universe for potential allocation -- markets
deemed `tradable'. Using return streams for each market (generated by the system
combination selected by the System Selection Algorithm), the Portfolio
Allocation Algorithm simulates approximately 1 billion potential combinations of
risk allocations. Each market and sector in the universe is constrained to a
maximum allocation based on real-world considerations. In any single market, the
constraints are based primarily on liquidity and market access. Sectors are
constrained largely by externally imposed portfolio considerations, such as
would occur in a `financial only', a `currency only' or a `commodity oriented'
portfolio. No minimum allocation is specified, so markets can (and do) have
allocations of zero. The Portfolio Allocation Algorithm reallocates the
portfolio when called-for changes exceed certain thresholds. Its proposed
allocations are reviewed by the Managing Owner's Asset Allocation Committee and
the Committee may make adjustments in such allocations using its judgment and
experience.

The implementation of the System Selection Algorithm and the Portfolio
Allocation Algorithm constitute a major advance which mines the Managing Owner's
30 years of research achievements and extracts what the Managing Owner believes
to be significant additional value.

RISK MANAGEMENT

Risk is a function of both price level and price volatility. For example, a
100,000 barrel crude oil position is worth more and is, therefore, more risky
with oil at $30 per barrel than with oil at $10 per barrel. Similarly, oil would
be more risky if prices are moving in a 5% daily range than if prices are moving
in a 1% daily range. In attempting to assess market volatility as a means of
monitoring and

                                      -22-
evaluating risk, the Managing Owner uses its volatility overlay as a part of
individual market risk management. This system is designed to measure the risk
in the portfolio's position in a market and signals a decrease in position size
when risk increases and an increase in position size when risk decreases. The
Managing Owner's volatility overlay maintains overall portfolio risk and
distribution of risk across markets within designated ranges. It is applied to
the systematic strategies described above. A secondary benefit of the volatility
overlay can be timely profit taking. Because markets tend to become more
volatile after a profitable trend has been long underway, the volatility overlay
often signals position reductions before trend reversals.

In addition to the volatility overlay, the Managing Owner's risk management
focuses on money management principles applicable to the portfolio as a whole
rather than to individual markets. The first principle is portfolio
diversification which attempts to improve the quality of profits by reducing
volatility, as described in the discussion of the Portfolio Allocation Algorithm
above.

Additional money management principles applicable to the portfolio as a whole
include:

(1) limiting the assets committed as margin or collateral, generally within a
range of 15% to 35% of an account's net assets, though the amount may at any
time be substantially higher;

(2) prohibiting pyramiding -- that is, using unrealized profits in a particular
market as margin for additional positions in the same market; and

(3) changing the equity used for trading by an account solely on a controlled
periodic basis, not automatically due to an increase in equity from trading
profits.

Another important risk management function is the careful control of leverage or
portfolio size. Leverage levels are determined by simulating the entire
portfolio -- all markets, all systems, all risk control overlays, the exact
weightings of the markets in the portfolio and the proposed level of leverage --
over the past five or ten years to determine the worst case experienced by the
portfolio in the simulation period. The worst case or peak-to-trough drawdown is
measured from a daily high in portfolio assets to the subsequent daily low
whether that occurs days, weeks or months after the daily high. If the Managing
Owner considers the drawdown too severe, it reduces the leverage or portfolio
size. There are, however, no restrictions on the amount of leverage the Managing
Owner may use at any given time.

Decisions whether to trade a particular market require the exercise of judgment.
The decision not to trade certain markets for certain periods, or to reduce the
size of a position in a particular market, may result at times in missing
significant profit opportunities.

The Managing Owner employs discretion in the execution of trades where trader
expertise plays a role in timing of orders and, from time to time, may adjust
the size of a position, long or short, in any given market indicated by its
systematic trading strategies. This exercise of discretion generally occurs only
in response to unusual market conditions that may not have been factored into
the design of the trading systems and is generally intended to reduce risk
exposure. Decisions to make such adjustments also require the exercise of
judgment and may include consideration of the volatility of the particular
market; the pattern of price movements, both inter-day and intra-day; open
interest; volume of trading; changes in spread relationships between various
forward contracts; and overall portfolio balance and risk exposure.

With respect to the execution of trades, the Managing Owner may rely to an
extent upon the judgment of others, including dealers, bank traders and floor
brokers. No assurance is given that it will be possible to execute trades
regularly at or near the desired buy or sell point.

The trading method, systems and money management principles utilized by the
Managing Owner are proprietary and confidential. The foregoing description is
general and is not intended to be complete.

                                      -23-
ADDITIONAL PERFORMANCE OF THE MANAGING OWNER

          The Managing Owner trades its Diversified Portfolio on behalf of the
Trust. The following summary and chart reflect the composite performance results
from January 1997 through October 2002 of the Managing Owner's Diversified
Portfolio. As of October 31, 2002, 18 accounts traded pursuant to the
Diversified Portfolio had been closed in the last 5 years and 9 accounts
remained open. Of the 18 closed accounts, 15 were profitable and 3 were
unprofitable when closed. Of the 9 open accounts, 9 were profitable as of
October 31, 2002.

                       THE MILLBURN DIVERSIFIED PORTFOLIO
                      (JANUARY 1, 1996 - OCTOBER 31, 2002)

               NAME OF PROGRAM:  Diversified Portfolio
               INCEPTION OF TRADING BY THE MANAGING OWNER:  February 1971
               INCEPTION OF TRADING PURSUANT TO PROGRAM:  February 1971
               NUMBER OF ACCOUNTS TRADED PURSUANT TO PROGRAM:  9
               TOTAL ACTUAL ASSETS TRADED BY THE MANAGING OWNER:  $400 million
               TOTAL ACTUAL ASSETS IN PROGRAM:  $295 million
               LARGEST % DRAWDOWN IN AN ACCOUNT SINCE 1997:  (13.79)%  (10/99)
               WORST PEAK-TO-VALLEY DRAWDOWN IN AN
                    ACCOUNT SINCE 1997:  (23.97)% (7/97-9/00)
               NUMBER OF ACCOUNTS CLOSED PROFITABLE SINCE 1997:  15
               NUMBER OF ACCOUNTS CLOSED UNPROFITABLE SINCE 1997:  3
MONTHLY RATES OF RETURN
-------------------------------------------------------------------------------------------------------------------------------
     MONTH                  2002            2001               2000              1999              1998              1997
---------------------- --------------- ------------------ ----------------- ----------------- ----------------- ---------------
January                 1.88%           0.62%              1.99%            (4.01)%            2.87%             8.14%

    February               (4.31)%         (1.54)%            (1.73)%            3.08%            (2.71)%            5.72%

     March                  1.05%           9.12%             (4.55)%            1.21%            (1.14)%           (2.83)%

     April                 (3.26)%         (5.39)%             0.67%             5.51%            (7.38)%           (3.01)%

      May                   6.01%           1.89%             (1.94)%           (3.34)%            4.04%             1.50%

      June                 13.44%          (2.24)%            (4.43)%            5.80%             2.32%             0.52%

      July                  6.06%          (5.38)%            (1.85)%           (3.82)%           (4.96)%            8.15%

     August                 1.55%           3.26%              3.23%             1.17%             6.94%            (8.52)%

   September                6.62%          (2.85)%            (2.77)%            0.73%             5.53%             1.20%

    October                (8.04)%          4.20%              4.50%           (11.81)%           (1.84)%           (2.22)%

    November                               (8.21)%             6.02%             2.19%            (0.75)%           (0.31)%

    December                                1.85%             14.41%             2.68%             2.71%             5.02%

Compound Annual            21.02%          (5.79)%            12.72%            (1.99)%            7.12%            12.68%
Rate of Return          (10 mos.)
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

     The Trust is a Single Diversified Portfolio Account of the Managing Owner.
The Performance Set Forth Above is the Composite Performance of All the Managing
Owner's Diversified Portfolio Accounts, Not the Performance of the Trust.

                            SEE THE NOTES ON PAGE 15.

                                      -24-
OTHER MILLBURN SPONSORED FUNDS
                          (Each a single-advisor pool)
                       January 1, 1997 - October 31, 2002
Worst            Worst
                                                                                                Monthly       Peak-to-Valley
                                                                                               Drawdown          Drawdown
                            Type of        Inception of      Aggregate         Current             %                %
    NAME OF FUND           Offering          Trading       Subscriptions    Capitalization       Month           Period
----------------------   --------------   --------------   --------------   --------------   --------------   --------------
The Millburn World                                                                             (14.82)%            (29.82)%
   Resource Trust           Public          Sept. 1995      $100 million      $21,968,104       (10/99)         (2/97-9/00)

   Millburn Global                                                                              (10.54)%            (32.09)%
Opportunity Fund L.P.       Public          Jan. 1993      $41.6 million      $5,853,080         (1/94)         (6/99-9/00)

                            Public-
                            Partial
  Millburn Currency        Principal                                         dissolved as        (9.15)%            (28.56)%
    Fund II L.P.           Protected        Aug. 1991      $13.4 million      of 9/30/00         (8/93)         (7/97-9/00)

                                                                                                (12.04)%            (20.36)%
   Nestor Partners          Private         Feb. 1977       $320 million     $157,539,393       (10/99)         (6/99-9/00)

   Millburn Global                                                             ceased
  Markets Portfolio                                                          trading as          (8.51)%            (30.54)%
        L.P.                Private         Oct. 1993       $6.4 million      of 2/28/01         (2/96)         (6/99-9/00)

  Millburn Currency                                                                              (8.86)%            (21.55)%
      Fund L.P.             Private         Jan. 1990      $71.7 million     $23,255,122         (5/95)         (7/97-9/00)

    MRC Currency                                                             dissolved as        (9.44)%            (20.41)%
    Partners L.P.           Private         Aug. 1990        $93 million      of 5/31/97         (8/93)         (9/92-1/95)

   Millburn World                                                                               (13.58)%            (22.05)%
 Resource Fund L.P.         Private         Jan. 1995      $22.5 million      $4,578,211        (10/99)         (9/99-9/00)

                                                                                                (14.64)%            (24.38)%
  Apollo Fund L.P.          Private        Sept. 1982       $159 million     $42,040,562        (10/99)         (6/99-9/00)

   Millburn Index                                                                                (0.63)%             (0.63)%
      Partners              Private         May 2002         $22 million     $22,392,176        (10/02)             (10/02)
2002             2001             2000             1999             1998             1997
                           Compound         Compound         Compound         Compound         Compound         Compound
                            Rate of          Annual           Annual           Annual           Annual           Annual
                            Return           Rate of          Rate of          Rate of          Rate of          Rate of
    NAME OF FUND          (10 month)         Return           Return           Return           Return           Return
----------------------   --------------   --------------   --------------   --------------   --------------   --------------
The Millburn World
   Resource Trust            12.27%          (12.10)%           2.32%          (10.09)%           4.39%            2.39%

   Millburn Global
Opportunity Fund L.P.        21.95%            4.77%           (8.53)%          (2.26)%           1.08%           11.51%

  Millburn Currency                                           (15.17)%
    Fund II L.P.               N/A              N/A          (9 mos.)           (1.86)%          (9.83)%          18.65%

   Nestor Partners           18.96%           (7.88)%          12.37%           (3.27)%           4.81%           11.76%

   Millburn Global
  Markets Portfolio                           0.60%
        L.P.                   N/A          (2 mos.)           (5.39)%          (1.26)%           2.34%           13.59%

  Millburn Currency
      Fund L.P.              14.81%            2.78%            4.29%            2.12%           (7.03)%          20.13%

    MRC Currency                                                                                                  15.31%
    Partners L.P.              N/A              N/A              N/A              N/A              N/A          (5 mos.)

   Millburn World
 Resource Fund L.P.          17.81%           (3.90)%          11.21%           (3.97)%          11.98%           10.50%

  Apollo Fund L.P.           36.12%           (9.56)%          15.26%           (4.17)%           5.64%           14.72%

   Millburn Index             0.74%
      Partners             (6 mos.)             N/A              N/A              N/A              N/A              N/A
SEE THE NOTES ON PAGE 15.

       PAST PERFORMANCE IS NOT NECESS'ARILY INDICATIVE OF FUTURE RESULTS.
          Purchasers of Units will acquire no interest in these funds.

                                      -25-
ADDITIONAL MILLBURN TRADING PORTFOLIOS
                       January 1, 1997 - January 31, 2002
Millburn          Millburn            Millburn            Millburn
                                                       Ridgefield        Ridgefield          Ridgefield          Ridgefield
                                   NAME OF CTA:       Corporation        Corporation        Corporation         Corporation
                                                  -------------------  ---------------    ---------------     ----------------
                                                      Diversified-
                                                         High           Diversified -      Diversified -          Currency
                               NAME OF PROGRAM:        Leverage             2XL               2.5 XL              Portfolio
                                                  -------------------  ---------------    ---------------     ----------------
INCEPTION OF CLIENT ACCOUNT TRADING BY CTA:      February 1971      February 1971      February 1971       February 1971

INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM:        April 1998       January 1998       December 1999       November 1989

                       NUMBER OF OPEN ACCOUNTS:            0                  0                  0                   2

                         ACTUAL ASSETS OVERALL:       $400 million      $400 million        $400 million        $400 million

                      ACTUAL ASSETS IN PROGRAM:            0                  0                  0             $27.98 million

                                                        (12.62)%          (12.39)%            (20.43)%
          WORST MONTHLY DRAWDOWN IN AN ACCOUNT:         (10/99)            (7/98)             (11/02)          (8.69)% (9/01)

                                                         (17.07)%          (25.40)%           (39.92)%            (21.55)%
   WORST PEAK-TO-VALLEY DRAWDOWN IN AN ACCOUNT:        (7/99-3/00)        (1/98-7/98)       (3/01-04/02)        (7/97-9/00)

                                                                                               68.79%              18.00%
                  2002 COMPOUND RATE OF RETURN:            N/A                N/A             (7 mos.)           (10 mos.)

           2001 COMPOUND ANNUAL RATE OF RETURN:            N/A                N/A             (16.16)%             4.18%

          2000 COMPOUND ANNUAL  RATE OF RETURN:     (8.46)% (3 mos.)          N/A              18.15%              6.89%

           1999 COMPOUND ANNUAL RATE OF RETURN:          (5.57)%        8.76% (5 mos.)      3.5% (1 mo.)           5.22%

           1998 COMPOUND ANNUAL RATE OF RETURN:       4.67% (9 mos.)        (4.42)%              N/A              (5.02)%

           1997 COMPOUND ANNUAL RATE OF RETURN:            N/A                N/A                N/A               20.86%
Millburn             Millburn              Millburn             Millburn
                                                    Ridgefield           Ridgefield           Ridgefield            Ridgefield
                                   NAME OF CTA:     Corporation          Corporation          Corporation           Corporation
                                                  ---------------      ---------------      ---------------       ----------------
                                                     Currency-                                Global-High          World Resource
                               NAME OF PROGRAM:    High Leverage       Global Portfolio         Leverage             Portfolio
                                                  ---------------      ---------------      ---------------       ----------------
INCEPTION OF CLIENT ACCOUNT TRADING BY CTA:    February 1971        February 1971        February 1971         February 1971

INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM:      July 1993          November 1989           July 1993          September 1995

                       NUMBER OF OPEN ACCOUNTS:          1                    2                     0                     2

                         ACTUAL ASSETS OVERALL:    $400 million         $400 million           $400 million         $400 million

                      ACTUAL ASSETS IN PROGRAM:    $6.1 million         $21.5 million               0              $30.5 million

          WORST MONTHLY DRAWDOWN IN AN ACCOUNT:   (13.90)% (9/01)      (9.86)% (11/01)       (5.70)% (8/97)       (14.82)% (10/99)

                                                     (40.79)%             (34.97)%              (6.56)%               (28.82)%
   WORST PEAK-TO-VALLEY DRAWDOWN IN AN ACCOUNT:     (7/97-8/00)          (6/99-9/00)          (7/97-10/97)          (2/97-9/00)

                                                      19.67%               22.58%                                       13.34%
                  2002 COMPOUND RATE OF RETURN:      (10 mos.)            (10 mos.)                N/A                (10 mos.)

           2001 COMPOUND ANNUAL RATE OF RETURN:       (0.27)%               5.12%                  N/A                 (10.52)%

          2000 COMPOUND ANNUAL  RATE OF RETURN:       (2.05)%              (8.11)%                 N/A                  2.34%

           1999 COMPOUND ANNUAL RATE OF RETURN:       (0.67)%              (0.77)%                 N/A                 (9.58)%

           1998 COMPOUND ANNUAL RATE OF RETURN:      (15.45)%               2.03%                  N/A                  5.66%

           1997 COMPOUND ANNUAL RATE OF RETURN:       27.99%               13.65%                 11.82%                1.88%
PAST PERFORMANCE NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
         THE TRUST'S ACCOUNT IS TRADED PURSUANT TO THE MANAGING OWNER'S
                             DIVERSIFIED PORTFOLIO.
                            SEE THE NOTES ON PAGE 15.

                                      -26-
USE OF PROCEEDS

The entire proceeds of this offering of the Units will be used by the Trust to
engage in its trading activities and as reserves to support that trading.

The Trust will deposit its assets in cash with the Trust's Clearing Broker to be
used as margin, in accounts established in the name of the Trust at major United
States banks and with its foreign exchange counterparties. The assets deposited
as margin with the Clearing Broker will be held in "customer segregated funds
accounts" or "foreign futures and foreign options secured amount accounts," as
required by the Commodity Exchange Act and CFTC regulations. In general, the
Managing Owner expects that approximately 3% to 7% of the Trust's assets will be
held in customer segregated funds and approximately 3% to 6% will be held in
foreign futures and options secured amount accounts. Assets held in customer
segregated funds accounts and foreign futures and options secured amount
accounts will be held in cash or in U.S. Treasury instruments approved by the
CFTC for the investment of customer segregated funds. In general, the Managing
Owner expects that approximately 70% to 85% of the Trust's assets will be held
in bank accounts opened in the Trust's name, although the actual level may vary
from time to time. Assets held in bank accounts will either be held as
interest-bearing money market bank deposits or in U.S. Treasury instruments.

The Trust will trade in the forward currency markets. The Trust will deposit
assets with its currency forward counterparties in order to initiate and
maintain its currency forward contracts. Such assets will be held in U.S.
Treasury instruments or in cash, for which the Trust will receive an interest
credit at short-term rates. The foreign exchange counterparties, including the
Clearing Broker, may receive a benefit as a result of the deposit of such cash
in the form of a reduction in their outstanding overnight borrowings, despite
such cash belonging to the Trust, not the counterparties. Approximately 9% to
18% of the Trust's assets will be held, in the Trust's name, in cash or U.S.
Treasury instruments in accounts in the United States, with the Clearing Broker
as well as with other counterparties. These accounts are not subject to the
segregation regulations of the CFTC and thus may offer less protection than
segregated funds accounts in the event of the bankruptcy of the Clearing Broker
or other counterparty.

On an ongoing basis, the Managing Owner anticipates that the Trust will be able
to earn interest on approximately 90% of its daily Net Assets. The Managing
Owner will not receive any interest income earned on the approximately 10% of
the Trust's Net Assets which do not earn interest for the Trust.

Under current margin requirements, the Managing Owner expects the Trust's
average margin to equity ratio, including collateral held by foreign exchange
counterparties, to be approximately 15% to 35% of the Trust's assets. However,
margin requirements vary from time to time, and the Trust is not limited in the
amount of leverage it may use at any one time.

The Managing Owner does not anticipate making any distributions of Trust
profits.

The Trust will not lend any of its assets to any person or entity other than
through permitted securities investments. The Managing Owner will not commingle
the property of the Trust with the property of any other person or entity in
violation of law.

                                      -27-
CHARGES

          The Managing Owner believes that you should consider the charges to
which the Trust is subject when making your investment decision.

CHARGES PAID BY THE TRUST
RECIPIENT                     NATURE OF PAYMENT                 AMOUNT OF PAYMENT
    ---------                     -----------------                 -----------------
The Managing                  Brokerage Fee                     A flat-rate monthly fee of 0.58 of 1% of the Trust's
    Owner                                                           month-end Net Assets before accruals for unpaid
                                                                    Brokerage Fees or Profit Shares (a 7% annual rate).
                                                                    The Managing Owner will, in turn, pay all the routine
                                                                    costs of executing and clearing the Trust's trades and
                                                                    all selling commissions due to the Selling Agents.

                                                                    Persons who invest $100,000 or more in the Trust or
                                                                    who purchase their Units through asset-based or
                                                                    fixed-fee investment programs and whose Units
                                                                    participate in such programs, or who are Selling Agent
                                                                    employees who purchase their Units through 401(k)
                                                                    plans or other Selling Agent-sponsored employee
                                                                    benefit plans, pay annual Brokerage Fees at reduced
                                                                    rates.  This reduction has no effect on other
                                                                    investors.

    Forward                       "Bid-ask" spreads                 These spreads are not actually fees paid by the Trust
    Counterparties                                                  but are dealer profit margins incorporated into
                                                                    forward contract pricing.  They are, therefore,
                                                                    unquantifiable.

    The Managing                  Annual Profit Share               20% of any New Trading Profit, excluding interest
    Owner                                                           income and after reduction for Brokerage Fees and
                                                                    administrative costs.

    Others                        Trustee fees, legal,              As incurred; not expected to exceed 0.50 of 1% of
                                  accounting, printing,             average month-end Net Assets annually.
                                  postage and administrative
                                  costs

    Others                        Extraordinary charges             Actual payments to third parties; expected to be
                                                                    negligible.
--------------------

FLAT-RATE BROKERAGE FEES

The Trust will pay the Managing Owner a flat-rate annual Brokerage Fee equal to
7% of the Trust's average month-end Net Assets after reduction for expenses but
before reduction for any accrued but unpaid Brokerage Fees or Profit Shares.

The Managing Owner, not the Trust, will pay all routine costs of executing and
clearing the Trust's futures trades. These costs include brokerage commissions
paid to the Clearing Broker and NFA transaction fees of $0.08 per round-turn
trade of a futures contract and $0.04 for each trade of a commodity option
executed on a United States exchange. The Trust's Brokerage Fee is not affected
by the number of transactions actually executed by the Managing Owner on behalf
of the Trust. The Trust will pay any extraordinary costs associated with its
trading -- for example, insurance or delivery expenses.

The Managing Owner has negotiated brokerage rates with the Clearing Broker
ranging from approximately $7.75 to approximately $15.00 per round-turn trade,
including all related exchange and regulatory fees. Commissions on some foreign
exchanges are somewhat higher. At these rates, the Managing Owner estimates the
Trust's aggregate execution and clearing costs at approximately 1% of average
month-end Net Assets per year. The Managing Owner will pay these costs from the
Brokerage Fees
                                      -28-
it receives from the Trust. The Managing Owner does not receive any portion of
the commissions paid to the Clearing Broker.

The balance of the Brokerage Fees, after payment of compensation to the Selling
Agents, will be retained by the Managing Owner. The amount of the Brokerage Fee
retained per Unit by the Managing Owner is estimated to equal approximately 2%
of the average month-end Net Asset Value per Unit per year, i.e., the 7%
Brokerage Fee received less (i) the 4% selling commissions or ongoing
compensation paid and (ii) the estimated 1% per annum paid out in execution
costs.

"BID-ASK" SPREADS

Currency dealers trade with a spread between the price at which they are
prepared to buy or sell a particular currency. These "bid-ask" spreads represent
a profit margin to the dealer for making a market in the currency. The Managing
Owner cannot quantify the amount of dealer profit that is embedded in a price
quoted by a dealer, but the Managing Owner believes that the Trust will effect
its currency transactions at prevailing market prices. Because the Trust will
buy currency at the offer price and sell it at the bid price, the Trust, not the
Managing Owner, will pay the dealer spreads. Dealer profit from the Trust's
currency trading may, over time, be substantial.

BROKERAGE FEE DIFFERENTIALS

If you subscribe for $100,000, $500,000 or $1,000,000 or more, you will be
subject to Brokerage Fees of 6.5%, 6% and 5.5%, respectively. If you subscribe
through, and your Units participate in, asset-based or fixed-fee investment
programs, you pay Brokerage Fees of 4%. Selling Agent employees who purchase
Units through Selling Agent sponsored 401(k) and similar plans pay Brokerage
Fees of 3.65%.

If your Units are subject to reduced Brokerage Fees, rather than actually being
charged the reduced amount, your Units will be charged the same 7% Brokerage Fee
as those of other investors. However, the Managing Owner will rebate to you the
difference between the 7% Brokerage Fee and the reduced Brokerage Fee to which
you are subject. This rebate will be in the form of additional Units, calculated
to three decimal places and issued at the then current Unit Net Asset Value.
Accordingly, the Net Asset Value of your investment in the Trust will reflect
the reduced Brokerage Fee applicable to your Units and a somewhat higher Profit
Share as a result of the lower Brokerage Fee. The Managing Owner uses this
rebate procedure to maintain a uniform Net Asset Value across all Units.

The level of the Brokerage Fees you pay will be determined by taking into
account the net investments you make -- i.e., subscriptions minus redemptions.
Thus, if you first invest $50,000 in the Trust, you will qualify for reduced
Brokerage Fees upon a subsequent investment of $50,000, even if your original
investment has lost value.

If, immediately after you redeem Units, your aggregate net investment is less
than $1,000,000, $500,000, or $100,000, you will no longer qualify for the level
of reduced Brokerage Fee you were paying. If you make a subsequent investment,
you will again qualify for reduced Brokerage Fees at the former level if the
amount of the investment, plus the amount of your remaining net capital
contributions -- that is, subscriptions minus redemptions, assuming redemptions
to be made first from profits,

not capital contributions -- equals or exceeds the relevant break point.

20% PROFIT SHARE BASED ON "HIGH WATER MARK" NEW TRADING PROFIT

The Trust pays the Managing Owner a Profit Share equal to 20% of any cumulative
New Trading Profit recognized by the Trust as of the end of each calendar year.
New Trading Profit is any cumulative Trading Profit in excess of the highest
level -- the "High Water Mark" -- of cumulative Trading Profit as of any
previous calendar year-end. Trading Profit includes (1) realized trading profit
(loss) plus or minus (2) the change in unrealized trading profit (loss) on open
positions as of the previous calendar year-end. New Trading Profit is calculated
after payment of the monthly Brokerage Fee and ongoing administrative expenses.
For purposes of determining the Unit Net Asset Value and for allocating Profit
Shares in respect of Units redeemed as of a date other than December 31, the
Profit Share is accrued, and the accruals are reversed to reflect losses, on a
monthly basis. Trading Profit does not include interest earned on the Trust's
assets. Profit Shares previously paid do not reduce New Trading Profit. That is,
the Managing Owner does not have to "earn back" its Profit Shares in order to
produce New Trading Profit.

For example, assume that at the end of the first year of trading the Trust had,
after payment of monthly Brokerage Fees and administrative costs, a realized
profit of $50,000 on its closed positions and an unrealized profit of $150,000
on open positions. Trading Profit would equal $200,000 and 20%, or $40,000,
would be allocated as a Profit Share. Assume that during the second calendar
year, again

                                      -29-
after payment of monthly Brokerage Fees and administrative costs, the Trust had
realized profits of $60,000 and a decrease in the unrealized profits on its open
positions of $50,000. Cumulative New Trading Profit would have increased to
$210,000 ($200,000 + $60,000 - $50,000), and 20% of $10,000, or $2,000, would be
allocated as a Profit Share. Now assume that during the third year, again after
payment of monthly Brokerage Fees and administrative costs, the Trust incurred
realized losses of $150,000 and a decrease in the unrealized profit on its open
positions of $100,000. Trading Profit would have decreased as of the end of such
year to $(40,000) ($210,000 - $150,000 - $100,000), and no Profit Share would be
paid. The Managing Owner would retain the $42,000 already paid as Profit Shares
but would not receive additional Profit Shares until cumulative New Trading
Profit exceeded $210,000 as of a year-end.

Redemption of Units will result in a proportional decrease in any loss
carryforward -- since the last calendar year-end as of which a Profit Share was
paid -- as of the date of redemption. Redemption of Units at a time when there
is accrued New Trading Profit will result in a proportional Profit Share
allocation to the Managing Owner.

ADMINISTRATIVE EXPENSES

The Trust pays all routine legal, accounting, administrative, printing and
similar costs associated with its operations. Such costs include the Trustee's
fees and the costs of the ongoing offering of the Units, including registration
and filing fees and the cost of updating this Prospectus. The Managing Owner
estimates such costs will not exceed 0.50 of 1% of the Trust's average month-end
Net Assets in any given year, assuming Trust assets of $25,000,000. The Managing
Owner anticipates that the Trust will pay approximately $85,000 of legal and
audit expenses during the first full year of Trust operations, regardless of the
Trust's total capitalization.

EXTRAORDINARY EXPENSES

The Trust is responsible for the taxes, if any, imposed on the Trust itself. The
Trust is required to pay any extraordinary charges incidental to its trading.
The Managing Owner expects that any such charges will be negligible.

CHARGES PAID BY THE MANAGING OWNER

SELLING COMMISSIONS AND ONGOING COMPENSATION

The Managing Owner pays, from its own funds, all costs incurred in connection
with the sale and distribution of the Units.

CHARGES PAID BY CERTAIN INVESTORS

REDEMPTION CHARGES

Redemption charges, described below, apply through the first twelve months after
a Unit is issued. Redemption charges reduce the amount of your redemption
proceeds. If you subscribe for Units through, and such Units participate in,
asset-based or fixed-fee investment programs or if you are a Selling Agent
employee who purchased Units through a 401(k) plan or other Selling
Agent-sponsored employee benefit plan, you will not be subject to redemption
charges. Redemption charges will not apply to investors who exchange their units
in the Millburn World Resource Trust or Millburn Global Opportunity Fund L.P.
for Units of the Trust, provided they do so through the Selling Agent through
which they purchased the World Resource Trust or Global Opportunity Fund units,
and provided the combined holding period of the units exchanged and the Units
received exceeds 12 months.

REDEMPTIONS; NET ASSET VALUE

REDEMPTION PROCEDURE

The Trust is intended as a medium- to long-term investment, which the Managing
Owner construes to mean at least a 3-5 year period. However, you may redeem
Units as of the close of business, as determined by the Managing Owner, on the
last day of any calendar month. You must give at least 10 days' prior written
notice to the Managing Owner of your intent to redeem.

If you redeem Units on or before the end of the first and second consecutive
six-month periods after you buy such Units, you will pay redemption charges of
4% and 3%, respectively, of your redeemed Units' Net Asset Value as of the date
of redemption. Units are considered sold, for purposes of determining whether
redemption charges apply, on the closing date -- the first day of the month --
of the investment, not the day subscriptions are received or accepted. If you
subscribe for $100,000, $500,000 or $1,000,000 or more, your redemption charges
will be 3.5% and 2.5%, 3% and 2%, and 2% and 1%, respectively. Redemption
charges are paid to the Managing Owner. Units purchased on different closing
dates are treated on a "first-in, first-out" basis for purposes of calculating
the periods to which redemption charges apply. Redemption charges do not apply
to Units purchased through, and that participate in, Selling Agent asset-based
or fixed-fee investment programs, to Selling Agent employees who purchased Units
through 401(k) plans or other

                                      -30-
Selling Agent-sponsored employee benefit plans, or to Units received in exchange
for units of Millburn World Resource Trust or Millburn Global Opportunity Fund
L.P., provided the exchange is effected through the Selling Agent that sold the
Millburn World Resource Trust or Millburn Global Opportunity Fund L.P. units
exchanged, and provided the combined holding period of the units exchanged and
the Units received exceeds 12 months.

All additional Units issued to subscribers subject to reduced Brokerage Fees
shall, for redemption purposes, be deemed to have been issued as of the date on
which each such Unitholder first acquired Units. In the event that Units are
sold at an intra-month closing date, the end of such month will constitute the
first of the twelve month-ends as of which such redemption charges are due.

The Managing Owner may declare additional redemption dates upon notice to the
Unitholders and may, in unusual circumstances, permit certain, or all,
Unitholders to redeem as of dates other than month-end.

Unitholders may redeem any whole number of Units.

Fractional Units may be redeemed only upon redemption of a Unitholder's entire
remaining interest in the Trust.

A form of Request for Redemption is attached to the Declaration of Trust and
Trust Agreement as an Annex.

All requests for redemption will be honored and payment will be made within 15
business days of the month-end redemption date. The Managing Owner will make
arrangements with Selling Agents who so request to pay redemptions through
crediting Unitholders' customer securities accounts with such Selling Agents. In
the unlikely event a market disruption that results in the closing of financial
markets in the United States or abroad makes it impossible or impracticable to
value the Units or liquidate Trust assets, redemptions may be suspended or
payment of redemption proceeds may be delayed. Unitholders will be notified by
telephone or first-class mail if redemptions are suspended or if redemption
payments will be delayed due to such a market disruption.

Units purchased by the Managing Owner, other than Units representing its
required investment in the Trust, may be redeemed on the same terms as any other
Units.

NET ASSET VALUE

Net Assets are determined in accordance with generally accepted accounting
principles of the United States of America and include unrealized profits as
well as unrealized losses on open commodity positions. Net Assets include the
sum of all cash, U.S. Treasury bills or other fixed-income instruments, valued
at cost plus accrued interest, the liquidating value, or cost of liquidation, of
all futures, forward and options positions and the fair market value of all
other assets of the Trust, less all liabilities, of the Trust, including accrued
liabilities, irrespective of whether such liabilities, such as Profit Shares,
may, in fact, never be paid. If a contract cannot be liquidated on a day with
respect to which Net Assets are being determined, the settlement price on the
next day on which the contract can be liquidated shall be the basis for
determining the liquidating value of such contract, or such day, or such other
value as the Managing Owner may deem fair and reasonable.

THE CLEARING BROKER

UBS PaineWebber Inc. serves as the Trust's Clearing Broker. Although the
Managing Owner uses a variety of different executing brokers, all of the Trust's
futures, forward and commodity options trades are cleared at UBS PaineWebber
Inc.

The Customer Agreement among the Clearing Broker, the Managing Owner and the
Trust provides that the Clearing Broker shall not be liable to the Trust except
for gross negligence, willful misconduct or bad faith and, in the case of trades
executed as well as cleared by the Clearing Broker, for errors in such
execution.

UBS PaineWebber's principal office is located at 800 Harbor Boulevard,
Weehawken, New Jersey 07086; telephone: (201) 352-3000. It is registered with
the CFTC as a futures commission merchant and is a member of the NFA in such
capacity. UBS PaineWebber is a wholly-owned indirect subsidiary of UBS AG
("UBS").

ALTHOUGH AGREEING TO ACT AS THE CLEARING BROKER FOR THE TRUST, UBS PAINEWEBBER
DOES NOT TAKE ANY PART IN ITS ONGOING MANAGEMENT AND WAS NOT INVOLVED IN ITS
ORGANIZATION.

The following is a summary description of UBS PaineWebber and of certain civil,
administrative or criminal proceedings relating to UBS PaineWebber.

All futures trades made on behalf of the Trust are carried by UBS PaineWebber.
UBS PaineWebber

                                      -31-
will cause all futures trades made on behalf of the Trust and carried by UBS
PaineWebber to be cleared through its parent, UBS.

UBS PaineWebber did not sponsor the Trust and is not responsible for the
activities of Millburn Ridgefield. It acts only as one of the commodity brokers
and one of the selling agents.

Except as set forth below, neither UBS PaineWebber nor any of its principals
have been involved in any administrative, civil or criminal proceeding --
whether pending, on appeal or concluded -- within the past five years that is
material to a decision whether to invest in the Trust in light of all the
circumstances. Prior to March 5, 2001, UBS PaineWebber was known as PaineWebber
Inc. ("PaineWebber").

On April 6, 2000, the SEC brought and settled civil administrative charges
against ten brokerage firms, including PaineWebber, resolving its investigation
of the pricing of government securities by broker-dealers in municipal bond
advanced refunding transactions during the period 1990 through 1994. Consistent
with the SEC orders involving the other broker-dealers in the settlement, the
PaineWebber order contains findings that the firm violated Securities Act
Sections 17(A)(2) and 17(A)(3) by effecting defeasance escrow transactions with
municipalities at prices deemed not reasonably related to the current wholesale
market prices for the securities under the particular facts and circumstances.
PaineWebber neither admitted nor denied the findings in the order. Pursuant to
the terms of the order, PaineWebber is required to pay fines of approximately
$26 million. The SEC settlements are part of a global resolution involving 17
brokerage firms and the SEC, NASD Regulation, Inc., the United States attorney
for the Southern District of New York and the Internal Revenue Service. The
global resolution requires the firms to pay a total of more than $135 million.

IN THE MATTER OF CERTAIN MARKET MAKING ACTIVITIES ON NASDAQ was an SEC
administrative action instituted and settled without a hearing or an admission
of or denial of findings on January 11, 1999. The administrative action found
that on certain occasions in 1994 PaineWebber traders and a PaineWebber
registered representative engaged in certain improper trading activities in
connection with specified NASDAQ securities, failed to maintain certain required
books and records and failed reasonably to supervise in connection with the
above activities. PaineWebber agreed to pay a civil penalty of $6.3 million and
disgorgement of $381,685; to an administrative cease and desist order
prohibiting the firm from violating certain provisions of the federal securities
laws; and to submit certain of its policies and procedures relating to the
matters alleged in the order to review by an SEC-appointed consultant.
Twenty-seven other market makers and fifty-one traders at the firm settled
related SEC administrative actions at the same time.

On July 16, 1996, PaineWebber entered into a Stipulation and Order resolving a
civil complaint filed by the United States Department of Justice, alleging that
it and other NASDAQ market makers violated Section 1 of the Sherman Act in
connection with certain market making practices. In entering into the
Stipulation and Order, without admitting the allegations, the parties agreed
that the defendants would not engage in certain types of market making
activities and the defendants undertook specified steps to assure compliance
with their agreement. On April 24, 1997, the United States District Court for
the Southern District of New York approved the Stipulation and Order. The
District Court's approval was appealed by certain private parties in May 1997
and was affirmed in August 1998.

                              --------------------

Other than as may be set forth above, there have been no material
administrative, civil or criminal actions or proceedings -- whether pending, on
appeal or settled -- against the Clearing Broker or any of its principals.

CONFLICTS OF INTEREST

GENERAL

The Managing Owner has not established any formal procedures to resolve the
conflicts of interest described below. You should be aware that no such
procedures have been established, and that, consequently, you will be dependent
on the good faith of the respective parties subject to such conflicts to resolve
such conflicts equitably. Although the Managing Owner will attempt to monitor
and resolve these conflicts in good faith, it will be extremely difficult, if
not impossible, for it to assure that these conflicts will not, in fact, result
in losses for the Trust. Notwithstanding the conflict of interest, the Trust
will trade in parallel with all other Managing Owner Accounts traded pursuant to
the Managing Owner's Diversified Portfolio.

THE MANAGING OWNER

The responsibilities of the Managing Owner include acting as the managing owner
and trading advisor for the Trust and engaging commodity brokers and dealers to
execute trades on behalf of the Trust. The

                                      -32-
Managing Owner has a conflict of interest in that it has a financial
disincentive to replace itself as either the trading advisor or the entity
receiving the Brokerage Fees from the Trust.

The Managing Owner receives the difference between (1) the amount paid out to
the Selling Agents plus the amount paid out for executing the Trust's trades and
(2) the Brokerage Fee the Managing Owner receives from the Trust. Thus, the
Managing Owner has a conflict of interest between trading in the manner which it
believes to be in the best interests of the Trust and trading in low volume or
in the forward markets so as to reduce the Trust's futures trading costs.

The Managing Owner directs the trading for clients other than the Trust. The
Managing Owner and its principals may have incentives (financial or otherwise)
to favor such other accounts over the Trust in such matters as, for example, the
allocation of available speculative position limits. Different accounts also pay
different fees, trade at different levels of leverage and will, from time to
time, compete for the same positions.

The Managing Owner has agreed to treat the Trust equitably with its other
accounts. However, the Managing Owner trades different portfolios for other
accounts and there can be no assurance whatsoever that such other portfolios
will not outperform the Trust. The Managing Owner will, however, trade the
Trust's account in parallel with all other accounts managed by the Managing
Owner pursuant to the Diversified Portfolio.

THE CLEARING BROKER

The Clearing Broker acts from time to time as commodity broker for other
accounts with which it is affiliated or in which it or one of its respective
affiliates has a financial interest. In addition, various accounts traded
through the Clearing Broker (and over which its personnel may have discretionary
trading authority) may take positions in the futures markets opposite to those
of the Trust or compete with the Trust for the same positions. The Clearing
Broker may have a conflict of interest in its execution of trades for the Trust
and for other of its customers. The Managing Owner has, however, no reason to
believe that the Clearing Broker would knowingly or deliberately favor any other
customer over the Trust with respect to the execution of commodity trades.

The Clearing Broker will assess the Trust brokerage commissions and forward
contract "bid-ask" spreads. These commission rates and forward contract pricing
arrangements for the Trust may not have been negotiated at arm's length.

Certain officers or employees of the Clearing Broker are, and may in the future
be, members of United States commodities exchanges and are serving, and may in
the future serve, on the governing bodies and standing committees of such
exchanges and of their clearinghouses and of various industry organizations. In
such capacities, these employees have a fiduciary duty to the exchanges and
their clearinghouses which could compel such employees to act in the best
interests of these entities, perhaps to the detriment of the Trust.

THE SELLING AGENTS

The Selling Agents receive substantial selling commissions on the sale of Units.
Consequently, the Selling Agents have a conflict of interest in advising their
clients whether to invest in the Units.

The Selling Agents receive ongoing compensation or installment selling
commissions based on Units sold by them which remain outstanding longer than
twelve months. Consequently, the Selling Agents have a disincentive to advise
clients to redeem their Units even when doing so is in such clients' best
interests.

The total dollar amount of brokerage commissions paid by the Trust is dependent
upon the size of the Trust's capitalization. Consequently, UBS PaineWebber Inc.
has a financial incentive to discourage its clients from redeeming Units.

PROPRIETARY TRADING AND TRADING FOR OTHER ACCOUNTS

The Managing Owner, the Clearing Broker and their respective principals and
affiliates may trade in the futures and forward markets for their own accounts
and for the accounts of their clients. In doing so, they may take positions
opposite to those held by the Trust or may compete with the Trust for positions
in the marketplace. Records of this trading are not available for inspection.
Such trading may create conflicts of interest on behalf of one or more of such
persons in respect of their obligations to the Trust.

Because the Managing Owner, the Clearing Broker and their respective principals
and affiliates may trade for their own accounts at the same time that they are
managing the Trust's account, you should be aware that, as a result of a neutral
allocation system, testing a new trading system, trading their proprietary
accounts more aggressively or other actions not constituting a violation of
fiduciary duty, such persons may from time to time take positions in their

                                      -33-
proprietary accounts which are opposite, or ahead of, the positions taken for
the Trust.

FIDUCIARY DUTY AND REMEDIES

In evaluating the foregoing conflicts of interest, a prospective investor should
be aware that the Managing Owner has a responsibility to Unitholders to exercise
good faith and fairness in all dealings affecting the Trust. The fiduciary
responsibility of the Managing Owner is comparable to that of a general partner
of a limited partnership.

If you believe that the Managing Owner has violated its fiduciary duty to the
Unitholders, you may seek legal relief individually or on behalf of the Trust
under applicable laws to recover damages from or require an accounting by the
Managing Owner. The Declaration of Trust and Trust Agreement ("Declaration of
Trust") is governed by Delaware law and any breach of the Managing Owner's
fiduciary duty under the Declaration of Trust and Trust Agreement will generally
be governed by Delaware law. The Declaration of Trust does not limit fiduciary
obligations under Delaware or common law. The Managing Owner may, however,
assert as a defense to claims of breach of fiduciary duty that the conflicts of
interest and fees payable to the Managing Owner have been disclosed to you in
the Prospectus.

THE TRUST AND THE TRUSTEE

The following summary briefly describes certain aspects of the operation of the
Trust. You should carefully review the Declaration of Trust attached hereto as
Exhibit A and consult with your own advisors concerning the implications to you
of investing in a Delaware statutory trust.

PRINCIPAL OFFICE; LOCATION OF RECORDS

The Trust is organized under the Delaware Statutory Trust Act (formerly, the
Delaware Business Trust Act). The Trust is administered by the Managing Owner,
whose office is located at 411 West Putnam Avenue, Greenwich, Connecticut 06830
(telephone: (203) 625-7554). The records of the Trust, including a list of the
Unitholders and their addresses, is located at the foregoing address, and
available for inspection and copying by Unitholders as provided in the
Declaration of Trust. Certain administrative and transfer agent services are
provided at the Managing Owner's Chicago area office, 1560 Sherman Avenue, Suite
810, Evanston, Illinois 60201.

CERTAIN ASPECTS OF THE TRUST

The Trust is the functional equivalent of a limited partnership. No special
custody arrangements are applicable to the Trust that would not be applicable to
a limited partnership. You should not anticipate any legal or practical
protections under the Delaware Statutory Trust Act greater than those available
to limited partners of a limited partnership.

To the greatest extent permissible under Delaware law, the Trustee acts in a
passive role, delegating all authority over the operation of the Trust to the
Managing Owner. The Managing Owner is the functional equivalent of a sole
general partner in a limited partnership.

The Declaration of Trust gives Unitholders voting rights comparable to those
typically extended to limited partners in publicly-offered futures funds.

THE TRUSTEE

Wilmington Trust Company, a Delaware banking corporation, is the sole Trustee of
the Trust. The Trustee's principal offices are located at Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-0001. The Trustee is not
affiliated with either the Managing Owner or the Selling Agents.

The Trustee will accept service of legal process on the Trust in the State of
Delaware and will make certain filings under the Delaware Statutory Trust Act.
The Trustee does not owe any other duties to the Trust, the Managing Owner or
the Unitholders. The Declaration of Trust provides that the Trustee is
compensated by the Trust. The Managing Owner has the discretion to replace the
Trustee.

Under the Declaration of Trust, the Trustee has delegated to the Managing Owner
the exclusive management and control of all aspects of the business of the
Trust. The Trustee has no duty or liability to supervise or monitor the
performance of the Managing Owner, nor shall the Trustee have any liability for
the acts or omissions of the Managing Owner. In the course of its management,
the Managing Owner may, in its sole and absolute discretion, appoint an
affiliate or affiliates of the Managing Owner as additional managing owners and
retain such persons, including affiliates of the Managing Owner, as it deems
necessary for the efficient operation of the Trust.

The Trustee is not registered in any capacity with the CFTC.

                                      -34-
MANAGEMENT OF TRUST AFFAIRS; VOTING BY UNITHOLDERS

You will not take any part in the management or control and will have no voice
in the operations of the Trust or its business. Unitholders may, however, remove
and replace the Managing Owner as managing owner of the Trust, and may amend the
Declaration of Trust, except in certain limited respects, by the affirmative
vote of a majority of the outstanding Units then owned by Unitholders. The
owners of a majority of the outstanding Units then owned by Unitholders may also
compel dissolution of the Trust. Although the Trust will not hold any regular,
or annual, meetings of the Unitholders, upon receipt of a written proposal
signed by the owners of at least 10% of the outstanding Units that a meeting be
called, the Managing Owner will call a meeting of the Trust. The details of this
procedure are set forth in Section 18 of the Declaration of Trust attached to
this Prospectus. The Managing Owner has no power under the Declaration of Trust
to restrict any of the Unitholders' voting rights.

The Managing Owner has the right to amend the Declaration of Trust without the
consent of the Unitholders provided that any such amendment is for the benefit
of and not adverse to the Unitholders or the Trustee.

In the event that the Managing Owner or the Unitholders vote to amend the
Declaration of Trust in any material respect, the amendment will not become
effective before all Unitholders have had an opportunity to redeem their Units.

RECOGNITION OF THE TRUST IN CERTAIN STATES

A number of states do not have "business trust" statutes such as that under
which the Trust has been formed in the State of Delaware. In order to protect
Unitholders against any possible loss of limited liability, the Declaration of
Trust provides that no written obligation may be undertaken by the Trust unless
such obligation is explicitly limited so as not to be enforceable against any
Unitholder personally.

POSSIBLE REPAYMENT OF DISTRIBUTIONS RECEIVED BY UNITHOLDERS; INDEMNIFICATION OF
THE TRUST BY UNITHOLDERS

The Units are limited liability investments; you may not lose more than the
amount you invest plus any profits recognized on your investment. However, you
could be required, as a matter of bankruptcy law, to return to the Trust's
estate any distribution which you received at a time when the Trust was in fact
insolvent or in violation of the Declaration of Trust. In addition, although the
Managing Owner is not aware of this provision ever having been invoked in the
case of any public futures fund, Unitholders agree in the Declaration of Trust
that they will indemnify the Trust for any harm suffered by it as a result of
(1) Unitholders' actions unrelated to the business of the Trust, (2) transfers
of their Units in violation of the Declaration of Trust or (3) taxes imposed on
the Trust by the states or municipalities in which such investors reside.

INDEMNIFICATION AND STANDARD OF LIABILITY

The Managing Owner and certain of its affiliates, officers, directors and
controlling persons may not be liable to the Trust or any Unitholder for errors
in judgment or other acts or omissions not amounting to misconduct or
negligence, as a consequence of the indemnification and exculpatory provisions
described in the following paragraph. You may, therefore, have more limited
rights of action than you would absent such provisions.

The Managing Owner and its affiliates shall not have any liability to the Trust
or to any Unitholder for any loss suffered by the Trust which arises out of any
action or inaction of the Managing Owner or any such affiliate if the Managing
Owner or its affiliates, in good faith, determined that such course of conduct
was in the best interests of the Trust, and such course of conduct did not
constitute negligence or misconduct.

The Trust has agreed to indemnify the Managing Owner and its affiliates,
officers, directors and controlling persons against claims, losses or
liabilities based on their conduct relating to the Trust, provided that the
conduct resulting in the claims, losses or liabilities for which indemnity is
sought did not constitute negligence, misconduct or breach any fiduciary
obligation to the Trust and was done in good faith and in a manner the Managing
Owner, in good faith, determined to be in the best interests of the Trust.

The Declaration of Trust provides that the Managing Owner, its affiliates and
the Selling Agents shall not be indemnified for any losses, liabilities or
expenses arising from or out of an alleged violation of federal or state
securities laws unless (1) there has been a successful adjudication on the
merits of each count involving alleged securities law violations as to the
particular indemnitee and the court approves indemnification of the litigation
costs, or (2) such claims have been dismissed with prejudice on the merits by a
court of competent jurisdiction as to the particular indemnitee and the court
approves indemnification of the litigation costs, or (3) a court of competent
jurisdiction approves a settlement of the claims against a particular indemnitee
and finds that indemnification of the settlement and related costs

                                      -35-
should be made. It is the opinion of the Securities and Exchange Commission and
certain States that indemnification for violation of the securities laws is
against public policy and unenforceable.

TRANSFERS OF UNITS RESTRICTED

Subject to compliance with applicable securities laws, you may assign your Units
upon notice to the Trust and the Managing Owner. No assignment will be effective
in respect of the Trust or the Managing Owner until the first day of the month
following the month in which such notice is received. An assignee may become a
substituted Unitholder only with the consent of the Managing Owner and upon
execution and delivery of an instrument of transfer in form and substance
satisfactory to the Managing Owner.

There are no certificates for the Units. Transfers of Units are reflected on the
books and records of the Trust. Transferors and transferees of Units will each
receive notification from the Managing Owner to the effect that such transfers
have been duly reflected as notified to the Managing Owner.

REPORTS TO UNITHOLDERS

The Managing Owner will provide you with monthly reports in compliance with CFTC
requirements. The Managing Owner also distributes, not later than March 15 of
each year, audited financial statements and the tax information related to the
Trust necessary for the preparation of your annual federal income tax returns.

The Managing Owner will notify all Unitholders within seven business days of any
decline in the Net Asset Value per Unit to less than 50% of such Net Asset Value
as of the previous month-end valuation date. In addition, the Managing Owner
will notify all Unitholders of any change in the fees paid by the Trust or of
any material changes in the basic investment policies or structure of the Trust.
Any such notifications shall include a description of your voting rights.

FEDERAL INCOME TAX ASPECTS

THE FOLLOWING CONSTITUTES THE OPINION OF SIDLEY AUSTIN BROWN & WOOD AND
SUMMARIZES THE MATERIAL FEDERAL INCOME TAX CONSEQUENCES TO INDIVIDUAL INVESTORS
IN THE TRUST. SIDLEY AUSTIN BROWN & WOOD'S OPINION IS FILED AS AN EXHIBIT TO THE
REGISTRATION STATEMENT RELATED TO THE UNITS OFFERED BY THIS PROSPECTUS.

THE TRUST'S PARTNERSHIP TAX STATUS

The Trust will be treated as a partnership and, based on the type of income
expected to be earned by the Trust, it will not be treated as a "publicly traded
partnership." Accordingly, the Trust will not pay any federal income tax.

TAXATION OF UNITHOLDERS ON PROFITS AND LOSSES OF THE TRUST

Each Unitholder (other than Foreign Unitholders, discussed below, and tax-exempt
investors) must pay tax on his share of the Trust's annual income and gains, if
any, even if the Trust does not make any cash distributions.

The Trust generally allocates the Trust's gains and losses equally to each Unit.
However, a Unitholder who redeems any Units will be allocated his share of the
Trust's gains and losses in order that the amount of cash a Unitholder receives
for a redeemed Unit will generally equal the Unitholder's adjusted tax basis in
the redeemed Unit. A Unitholder's adjusted tax basis in a redeemed Unit
generally equals the amount paid for the Unit, increased by income or gains
allocated to the Unit and decreased (but not below zero) by distributions,
deductions and losses allocated to the Unit.

TRUST LOSSES BY UNITHOLDERS

A Unitholder may deduct Trust losses only to the extent of his adjusted tax
basis in his Units. However, a Unitholder subject to "at-risk" limitations
(generally, non-corporate taxpayers and closely-held corporations) can only
deduct losses to the extent the Unitholder is "at-risk." The "at-risk" amount is
similar to adjusted tax basis, except that it does not include any amount
borrowed on a nonrecourse basis or from someone with an interest in the Trust.

"PASSIVE-ACTIVITY LOSS RULES" AND THEIR EFFECT ON THE TREATMENT OF INCOME AND
LOSS

The trading activities of the Trust are not a "passive activity." Accordingly, a
Unitholder can deduct Trust losses from taxable income (subject to certain
limitations, such as the limitation on deductibility of capital losses,
discussed below). However, a Unitholder cannot offset losses from "passive
activities" against Trust gains.

CASH DISTRIBUTIONS AND UNIT REDEMPTIONS

A Unitholder who receives cash from the Trust, either through a distribution or
a partial redemption, will not pay tax on that cash until his adjusted tax basis
in the Units is reduced to zero. A Unitholder

                                      -36-
who receives cash upon the complete redemption of Units will recognize gain or
loss for federal income tax purposes. Such gain or loss will generally equal the
difference between the amount of cash received and the Unitholder's adjusted tax
basis for his Units.

GAIN OR LOSS ON SECTION 1256 CONTRACTS AND NON-SECTION 1256 CONTRACTS

Section 1256 Contracts include certain futures and forward contracts as well as
certain stock index option contracts traded on United States exchanges. For tax
purposes, Section 1256 Contracts that remain open at year-end are
marked-to-market and treated as if the position were closed at year-end. The
gain or loss on Section 1256 Contracts is characterized as 60% long-term capital
gain or loss and 40% short-term capital gain or loss, regardless of how long the
position was open.

Non-Section 1256 Contracts include Section 988 transactions, i.e., transactions
in which the amount paid or received is denominated by reference to a foreign
currency. In general, gain or loss on Section 988 transactions is characterized
as ordinary income or loss. However, the Trust plans to make an election to
treat gain or loss on Non-Section 1256 Contracts, such as foreign futures
contracts, certain foreign currency forward contracts and non-equity options on
foreign currencies, as capital gain or loss.

TAX ON CAPITAL GAINS AND LOSSES

A non-corporate Unitholder's long-term capital gains -- net gain on capital
assets held more than one year and 60% of the gain on Section 1256 Contracts --
are taxed at a maximum rate of 20%. Short-term capital gains -- net gain on
capital assets held one year or less and 40% of the gain on Section 1256
Contracts -- are subject to tax at the same rates as ordinary income.

Individual taxpayers can deduct capital losses only to the extent of their
capital gains plus $3,000. Accordingly, the Trust could suffer significant
losses and a Unitholder could still be required to pay taxes on his share of the
Trust's interest income. Capital losses generally may not be carried back to
offset capital gains in prior years, but can be carried forward indefinitely.

An individual taxpayer can carry back net capital losses on Section 1256
Contracts three years to offset earlier gains on Section 1256 Contracts. To the
extent the taxpayer cannot offset past Section 1256 Contract gains, he can carry
forward such losses indefinitely as losses on Section 1256 Contracts.

LIMITED DEDUCTION FOR CERTAIN EXPENSES

Individual taxpayers are subject to material limitations on their ability to
deduct investment advisory expenses and other expenses of producing income.
Sidley Austin Brown & Wood has advised the Managing Owner that the amount, if
any, of the Trust's expenses which might be subject to this limitation should be
DE MINIMIS. Based on such advice, the Managing Owner treats these items as
ordinary business deductions, or income allocations not subject to the material
deductibility limitations that apply to investment advisory expenses. However,
the IRS could take a different position. The IRS could contend that the
Brokerage Fee, the Profit Share or the ordinary expenses of the Trust should be
recharacterized as investment advisory expenses or, alternatively, capitalized.
If these items were treated as investment advisory expenses or were capitalized,
individual taxpayers would have additional tax liability, and if recharacterized
as investment advisory fees, would be subject to limited deductibility. See also
"-- Syndication Expenses," below.

INTEREST INCOME

Interest received by the Trust is taxed as ordinary income. Net capital losses
can offset ordinary income only to the extent of $3,000 per year. See "-- Tax on
Capital Gains and Losses," above.

SYNDICATION EXPENSES

Neither the Trust nor any Unitholder is entitled to any deduction for
syndication expenses (i.e., expenses incurred in issuing and marketing the
Trust), nor can these expenses be amortized by the Trust or any Unitholder even
though the payment of such expenses reduces Net Asset Value.

The Managing Owner has paid or will pay all organization and offering costs from
its own funds. However, the IRS could take the position that a portion of the
Brokerage Fee paid by the Trust to the Managing Owner constitutes non-deductible
syndication expenses.

INVESTMENT INTEREST DEDUCTIBILITY LIMITATIONS

Individual taxpayers can deduct "investment interest" -- interest on
indebtedness allocable to property held for investment -- only to the extent
that it does not exceed net investment income. Net investment income does not
include certain net capital gains. A taxpayer can elect to include certain net
capital gain in investment income if he forgoes the benefit of the reduced
capital gains rate.

                                      -37-
IRS AUDITS OF THE TRUST AND ITS UNITHOLDERS

The IRS audits Trust-related items at the Trust level rather than at the
Unitholder level. The Managing Owner acts as "tax matters partner" with the
authority to determine the Trust's responses to an audit. If an audit results in
an adjustment, all Unitholders may be required to pay additional taxes,
interest, and penalties.

DISCLOSURE OF REPORTABLE TRANSACTIONS

The IRS has recently issued temporary regulations (the "Regulations") that may
require certain taxpayers, including partnerships and their partners, to
disclose their direct or indirect participation in certain reportable
transactions, including "loss transactions." Loss transactions are broadly
defined to include any transaction resulting in (or reasonably expected to
result in) gross losses (including losses arising from the sale or other
disposition of securities and losses arising from Section 988 transactions) in
excess of certain thresholds. The Regulations will generally only apply to
transactions entered into on or after January 1, 2003.

TAXATION OF FOREIGN INVESTORS

A Unitholder who is a non-resident alien individual, foreign corporation,
foreign partnership, foreign trust or foreign estate (a "Foreign Unitholder")
generally is not subject to taxation by the United States on capital gains from
commodity trading, provided that such Foreign Unitholder (in the case of an
individual) does not spend more than 182 days in the United States during his
taxable year, and provided further, that such Foreign Unitholder is not engaged
in a trade or business within the United States during a taxable year to which
income, gain, or loss of the Trust is treated as "effectively connected." An
investment in the Trust should not, by itself, cause a Foreign Unitholder to be
engaged in a trade or business within the United States for the foregoing
purposes, assuming that the trading activities of the Trust continue to be
conducted as described in this Prospectus. In the event that the Trust were
found to be engaged in a United States trade or business, a Foreign Unitholder
would be required to file a United States federal income tax return for such
year and pay tax at full United States rates. In the case of a Foreign
Unitholder which is a foreign corporation, an additional 30% "branch profits"
tax might be imposed. Furthermore, in such event the Trust would be required to
withhold taxes from the income or gain allocable to such a Unitholder under
Section 1446 of the Internal Revenue Code of 1986, as amended (the "Code").

Portfolio interest income (other than so-called "contingent interest") allocable
to a Foreign Unitholder is likewise not subject to United States federal income
tax withholding, provided that such Foreign Unitholder is not engaged in a trade
or business within the United States and provides the Trust with a Form W-8BEN
or other applicable form. Similarly, a Foreign Unitholder's allocable share of
interest on U.S. bank deposits, certificates of deposit and discount obligations
with maturities (from original issue) of 183 days or less is not subject to
United States federal income tax withholding. Generally, other interest from
United States sources (including original issue discount) paid to the Trust and
allocable to Foreign Unitholders will be subject to United States federal income
tax withholding at a statutory rate of 30% (subject to applicable treaty
reductions).

TAX-EXEMPT U.S. UNITHOLDERS

Tax-exempt U.S. Unitholders will not be required to pay tax on their share of
income or gains of the Trust, so long as such Unitholder does not use borrowed
funds in connection with its purchase of Units.

STATE AND OTHER TAXES

In addition to the federal income tax consequences described above, the Trust
and the Unitholders may be subject to various state and other taxes.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS BEFORE DECIDING
WHETHER TO INVEST.

PURCHASES BY EMPLOYEE BENEFIT PLANS

Although there can be no assurance that an investment in the Trust, or any other
managed futures product, will achieve the investment objectives of an employee
benefit plan, such investments have certain features which may be of interest to
such plans. For example, the futures markets are one of the few investment
fields in which employee benefit plans can participate in leveraged strategies
without being required to pay tax on "unrelated business taxable income." In
addition, because they are not taxpaying entities, employee benefit plans are
not subject to paying annual tax on their profits, if any, from the Trust
despite receiving no distributions from it, as are other Unitholders.

GENERAL

The following section sets forth certain consequences under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code,

                                      -38-
which a fiduciary of an "employee benefit plan" as defined in and subject to
ERISA or of a "plan" as defined in Section 4975 of the Code who has investment
discretion should consider before deciding to invest any of such plan's assets
in the Trust (such "employee benefit plans" and "plans" being referred to herein
as "Plans," and such fiduciaries with investment discretion being referred to
herein as "Plan Fiduciaries"). The following summary is not intended to be
complete, but only to address certain questions under ERISA and the Code which
are likely to be raised by the Plan Fiduciary's own counsel.

In general, the terms "employee benefit plan" as defined in ERISA and "plan" as
defined in Section 4975 of the Code together refer to any plan or account of
various types which provide retirement benefits or welfare benefits to an
individual or to an employer's employees and their beneficiaries. Such plans and
accounts include, but are not limited to, corporate pension and profit sharing
plans, "simplified employee pension plans," KEOGH plans for self-employed
individuals (including partners), individual retirement accounts described in
Section 408 of the Code and medical benefit plans, but generally do not include
any such plan maintained by a church or by a state or local government.

Each Plan Fiduciary must give appropriate consideration to the facts and
circumstances that are relevant to an investment in the Trust, including the
role that an investment in the Trust plays in the Plan's overall investment
portfolio. Each Plan Fiduciary, before deciding to invest in the Trust, must be
satisfied that investment in the Trust is a prudent investment for the Plan,
that the investments of the Plan, including the investment in the Trust, are
diversified so as to minimize the risk of large losses and that an investment in
the Trust complies with the terms of the Plan and the related trust.

"PLAN ASSETS"

The purchase of Units by a Plan raises the issue of whether that purchase will
cause, for purposes of Title I of ERISA and subject to Section 4975 of the Code,
the underlying assets of the Trust to be considered to constitute assets of such
Plan. A regulation issued under ERISA (the "ERISA Regulation") contains rules
for determining when an investment by a Plan in an equity interest of an entity
will result in the underlying assets of such entity being considered assets of
such Plan for purposes of ERISA and Section 4975 of the Code (i.e., "plan
assets"). Those rules provide that assets of an entity will not be considered
assets of a Plan which purchases an equity interest in the entity if certain
exceptions apply, including an exception applicable if the equity interest
purchased is a "publicly-offered security." The Units are expected to qualify as
a "publicly-offered security" pursuant to the foregoing rules. However, if the
Managing Owner believes that the forgoing exception may not apply, the Managing
Owner will limit the percentage of plan assets in the Trust, in accordance with
rules under ERISA, so that the Trust will qualify for another available
exception. The Managing Owner may reject subscriptions of plan asset investors,
in whole or in part, so the Trust will so qualify.

INELIGIBLE PURCHASERS

Units may not be purchased with the assets of a Plan if the Managing Owner, the
Trustee, any Selling Agent, any Clearing Broker, or any of their respective
affiliates or any of their respective agents or employees: (1) has investment
discretion with respect to the investment of the assets of such Plan to be
invested in the Units; (2) has authority or responsibility to give or regularly
gives investment advice with respect to such Plan assets, for a fee, and
pursuant to an agreement or understanding that such advice will serve as a
primary basis for investment decisions with respect to such Plan assets and that
such advice will be based on the particular investment needs of the Plan; or (3)
is an employer maintaining or contributing to such Plan, except as is otherwise
permissible under ERISA and Section 4975 of the Code. A party that is described
in clause (1) or (2) of the preceding sentence is a fiduciary under ERISA and
the Code with respect to the Plan, and any such purchase might result in a
"prohibited transaction" under ERISA and the Code.

Except as otherwise set forth, the foregoing statements regarding the
consequences under ERISA and the Code of an investment in the Trust are based on
the provisions of the Code and ERISA as currently in effect, and the existing
administrative and judicial interpretations thereunder. No assurance can be
given that administrative, judicial or legislative changes will not occur that
will not make the foregoing statements incorrect or incomplete.

ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF PLANS IS IN NO RESPECT A REPRESENTATION
BY THE TRUST, THE MANAGING OWNER, ANY SELLING AGENT OR ANY OTHER PARTY RELATED
TO THE TRUST THAT THIS INVESTMENT MEETS SOME OR ALL OF THE RELEVANT LEGAL
REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN OR THAT THIS
INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR PLAN. THE PERSON WITH INVESTMENT
DISCRETION SHOULD CONSULT WITH HIS OR HER FINANCIAL AND LEGAL ADVISORS AS TO THE
PROPRIETY OF AN INVESTMENT IN THE TRUST IN LIGHT OF THE CIRCUMSTANCES OF THE
PARTICULAR PLAN AND CURRENT TAX LAW.

                                      -39-
PLAN OF DISTRIBUTION

SUBSCRIPTION PROCEDURE

The Units are offered on a "best efforts" basis without any firm underwriting
commitment through Selling Agents including, but not limited to, UBS PaineWebber
Inc. You may purchase Units at Net Asset Value as of the first business day of
each calendar month. The Managing Owner may from time to time cause the Trust to
issue Units at intra-month closings. The minimum initial investment is $5,000;
$2,000 for trustees or custodians of eligible employee benefit plans and
individual retirement accounts. Larger subscriptions are permitted in $100
increments. Additional subscriptions by existing Unitholders are permitted in
$1,000 minimums with $100 increments. Units are sold in fractions calculated up
to three decimal places.

In order to purchase Units, you must complete, sign and deliver to a Selling
Agent an original of the Subscription Agreement and Power of Attorney Signature
Page which accompanies this Prospectus, together with a check for the amount of
your subscription. Checks should be made payable to "GLOBAL MACRO TRUST."
Subscription proceeds will be deposited in a money market account in the Trust's
name at FBR National Bank & Trust, Bethesda, Maryland, pending investment in the
Trust's trading accounts.

Clients of certain Selling Agents may make subscription payments by authorizing
the Selling Agents to debit their customer securities account for the amount of
the subscription. When a subscriber authorizes such a debit, the subscriber will
be required to have the amount of his or her subscription payment on deposit in
his or her account on a settlement date specified by such Selling Agent. The
Selling Agent will debit the account and transmit the debited funds directly to
the Trust's bank account via check or wire transfer made payable to "GLOBAL
MACRO TRUST." The settlement date specified by such Selling Agents shall be no
later than three business days following notification by the Managing Owner of
the acceptance of an investor's subscription and no later than the termination
of the Initial Offering Period or subsequent monthly offering period.

Investors in Millburn World Resource Trust or Millburn Global Opportunity Fund
L.P. may exchange their World Resource Trust or Global Opportunity Fund units
for Units of the Trust by redeeming their World Resource Trust or Global
Opportunity Fund units and applying the redemption proceeds to the purchase of
Units of the Trust. Redemption charges, if applicable, will be waived with
respect to the World Resource Trust or Global Opportunity Fund units redeemed
provided that the redemption proceeds are applied to the purchase of Units of
the Trust. For determining any redemption charges applicable to Trust Units
purchased in an exchange for World Resource Trust or Global Opportunity Fund
units, the Managing Owner will deem such Trust Units to have been purchased on
the date the World Resource Trust or Global Opportunity Fund units were
purchased. Selling Agents will not receive any initial selling commissions for
the Units acquired in exchange for World Resource Trust or Global Opportunity
Fund units. However, Selling Agents receiving ongoing compensation or
installment selling commissions in respect of World Resource Trust or Global
Opportunity Fund units will continue to receive the compensation or commissions
with respect to the Trust Units acquired (subject to the limitations of National
Association of Securities Dealers, Inc. ("NASD") Rule 2810(b)(4)(B)(i)
pertaining to maximum allowable selling commissions). Redemptions from the World
Resource Trust or Global Opportunity Fund will be effected according to the
terms of that fund and purchases of the Trust's Units will be in accordance with
the terms of this Prospectus and the Trust's Declaration of Trust. However,
investors purchasing Trust Units with the redemption proceeds from all their
World Resource Trust or Global Opportunity Fund units may do so for less than
the $5,000/$2,000 minimum, except in certain states.

The Managing Owner will determine, in its sole discretion, whether to accept or
reject a subscription in whole or in part. The Managing Owner will make its
determination within five (5) business days of the submission of a subscription
to the Managing Owner, except with respect to plan asset investors, including
IRAs, in which case the Managing Owner will make its determination no later than
five (5) business days before the end of a month (other than for subscriptions
submitted after that date). Settlement of the subscription payments on accepted
subscriptions occurs within three (3) business days of acceptance of the related
subscription.

The Managing Owner will make every reasonable effort to determine the
suitability of prospective Unitholders in the Trust through information received
on the Subscription Agreement. Generally, the Managing Owner must receive
subscription documents at least five (5) calendar days before the end of a month
for them to be accepted as of the first day of the immediately following month.

The Trust will receive any interest earned on subscriptions held in its bank
account pending investment in the Trust's trading account.

                                      -40-
There are no fees applicable to subscriptions held pending investment in the
Trust's trading account.

Subscriptions, if rejected, will be returned to investors, together with any
interest accrued thereon, promptly following the end of the month in which the
subscription was rejected or sooner if practicable. Subscriptions are final and
binding on a subscriber as of the close of business on the fifth business day
following such subscriber's receipt of a final Prospectus.

THE SELLING AGENTS

Neither the Trust nor the Unitholders pay selling commissions in connection with
the sale of the Units. The Managing Owner pays the Selling Agents, from its own
funds, selling commissions equal to 4% of Net Asset Value of all Units sold by
each Selling Agent. In addition to selling commissions, the Managing Owner will
also pay ongoing compensation to the Selling Agents which are registered with
the CFTC as "futures commission merchants" or "introducing brokers" in the
amount of 0.33 of 1% (a 4% annual rate) of the month-end Net Assets of all Units
sold by them which remain outstanding more than twelve months after such Units
were first issued (not the date that the related subscription was received or
accepted by the Trust). Such ongoing compensation may only be paid on Units sold
by Registered Representatives who are (1) registered with the CFTC, (2) have
passed either the Series 3 or the Series 31 Examination, and (3) agree to
provide certain ongoing services to their clients who own outstanding Units,
including the following:

(i)   inquiring of the Managing Owner from time to time, at the request of the
      Unitholder, as to the Net Asset Value per Unit;

(ii)  inquiring of the Managing Owner from time to time, at the request of the
      Unitholder, as to the commodities markets and the Trust;

(iii) assisting, at the request of the Managing Owner, in the redemption of
      Units; and

(iv)  providing other services to Unitholders as reasonably requested by the
      Managing Owner.

If a Selling Agent or a Selling Agent's Registered Representative is not
registered with the CFTC, or if a Registered Representative does not agree to
provide ongoing services to his or her clients who own outstanding Units, the
Managing Owner will not pay ongoing compensation to the Selling Agent. However,
the Managing Owner will pay the Selling Agent installment selling commissions,
payable in the same manner as ongoing compensation, limited in amount such that
the total initial and installment selling commissions equal 9.5% of such
subscription price.

The Managing Owner pays reduced selling commissions of 3.5%, 3% and 2% of the
subscription amount and ongoing compensation at a 3.5%, 3%, and 2% annual rate
in respect of Units purchased by investors investing $100,000, $500,000 or
$1,000,000 or more, respectively, in the Trust.

The Managing Owner pays an initial administrative fee, but no selling
commissions, equal to 0.35% of the Net Asset Value of Units sold through, and
participating in, asset-based or fixed-fee investment programs. In respect of
such Units that remain outstanding more than twelve months after such Units were
first issued, the Managing Owner pays an administrative fee, but no installment
selling commissions or ongoing compensation, based on the month-end Net Asset
Value of such Units at a 0.35% annual rate. Investors paying reduced or no
selling commissions will pay Brokerage Fees reduced to reflect the reduced or
absence of selling commissions. See "Charges--Brokerage Fee Differentials" at
page 29.

The Managing Owner may engage one or more registered broker-dealers to solicit
other broker-dealers to become Selling Agents and to assist those Selling Agents
with the offering and sale of the Units, that is, to act as wholesalers. As
compensation for its services, any such wholesaler will receive a portion of the
selling commissions and ongoing compensation that would otherwise be paid to the
Selling Agents. Such wholesalers must, however, meet the same eligibility
requirements applicable to Selling Agents in order to receive ongoing
compensation.

The Managing Owner may also engage one or more registered broker-dealers to
assist Selling Agents with the offer and sale of the Units.  The Managing
Owner, not the Trust, will compensate such broker-dealers from its own funds
subject to the limitations of NASD Rule 2810(b)(4)(B)(i) pertaining to
maximum allowable selling commissions.

In addition to distributing Units through the Selling Agents, the Trust may from
time to time sell Units directly, without selling commissions or ongoing
compensation. Units sold directly by the Trust will pay Brokerage Fees of 3.65%,
reflecting the fact that no sales commissions or administrative fees were paid
in connection with the sale. Direct Unit sales by the Trust will be effected on
behalf of the Trust solely by principals of the Managing Owner and have no
effect on any other Units.

The Selling Agents will determine the suitability of prospective Unitholders in
the Trust, pursuant to Rule 2810 of the NASD, based upon information contained
in the Subscription Agreement and documents furnished to the Selling Agents by
their customers in opening accounts.

                                      -41-
SELLING AGENT COMPENSATION

Recipient        Nature and Amount of Compensation
---------        ---------------------------------

Selling Agents   Selling commissions of up to
                 4% of the Net Asset Value of Units
                 sold--paid by the Managing Owner.

                 Administrative Fee, but no selling
                 commissions, of 0.35% of the Net Asset
                 Value of Units sold through and
                 participating in asset-based or fixed-fee
                 investment programs--paid by the Managing
                 Owner.

                 If CFTC qualified, ongoing compensation of
                 up to 0.33 of 1% or Administrative Fees of
                 0.0291% of the month-end Net Assets of all
                 Units sold which remain outstanding more
                 than twelve months (a 4% or 0.35% annual
                 rate, respectively)--paid by the Managing
                 Owner.

                 If not CFTC qualified, installment selling
                 commissions of up to 0.33 of 1% or
                 Administrative Fees of 0.0291% of the
                 month-end Net Assets of all Units sold
                 which remain outstanding more than twelve
                 months, provided installment selling
                 commissions plus initial selling
                 commissions or total Administrative Fees
                 shall not exceed 9.5% of a Unit's initial
                 subscription price.

Wholesalers      A portion of the selling
                 commission that would otherwise be paid to
                 the Selling Agents solicited by the
                 wholesalers--paid by the Managing Owner.

                 If CFTC qualified, a portion of the ongoing
                 compensation that would otherwise be paid
                 to the Selling Agents solicited by the
                 wholesalers--paid by the Managing Owner.

                 If not CFTC qualified, a portion of the
                 ongoing compensation or installment selling
                 commissions that would otherwise be payable
                 to the Selling Agents solicited by the
                 wholesalers. However, such compensation
                 shall not, when aggregated with the
                 selling commission, ongoing compensation or
                 installment selling commissions paid to the
                 Selling Agents solicited by the wholesalers,
                 exceed 9.5% of the subscription price of
                 the Units sold by the Selling Agents.

                 The Managing Owner, and not the Trust,
                 shall compensate wholesalers in connection
                 with wholesaler solicited Selling Agents
                 that sell Units through asset-based or
                 fixed-fee investment programs. If not CFTC
                 qualified, such compensation, when
                 aggregated with the Administrative Fees
                 paid to the Selling Agents, shall not
                 exceed 9.5% of the subscription price of
                 the Units sold by the Selling Agents.

Under no circumstances will the maximum compensation paid to the Selling
Agents, broker-dealers assisting selling-agents and wholesalers, including
initial selling commissions, Administrative Fees paid in connection with
Units purchased through fee-based investment programs, expense
reimbursements, and installment selling commissions, exceed 10% of the
proceeds of the sale of the Units. Ongoing compensation paid to
CFTC-qualified Selling Agents and wholesalers in respect of CFTC-qualified
Registered Representatives, as described above, is not included in the 10%
limitation.

LEGAL MATTERS

Sidley Austin Brown & Wood, Chicago, Illinois and Richards, Layton & Finger,
P.A., Wilmington, Delaware have advised the Managing Owner on the offering of
the Units. Sidley Austin Brown & Wood does not represent the Trust or the
Unitholders. Richards, Layton & Finger, P.A. acted as special counsel to the
Trust in connection with assessing the legality of its securities but does not
otherwise represent the Trust or the Unitholders. Sidley Austin Brown & Wood
advises the Managing Owner on an ongoing basis, including concerning its
responsibilities as Managing Owner. Sidley Austin Brown & Wood drafted "Federal
Income Tax Aspects."

EXPERTS

The Millburn Ridgefield Corporation Statement of Financial Condition as of
December 31, 2001 included in this Prospectus has been included herein in
reliance on the report of Arthur F. Bell, Jr. & Associates, L.L.C., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.

The financial statements of Global Macro Trust as of December 31, 2001 and for
the period July 23, 2001 (date Trust was organized) through December 31, 2001
included in this Prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in auditing and accounting.

The statements of financial condition of Nestor Partners at December 31, 2001
and 2000 included in this Prospectus have been so included in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in auditing and accounting.

The financial statements of Millburn MCo Partners L.P. for the year ended
December 31, 2001 included in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report appearing herein,
and are included in reliance

                                      -42-
upon such report of such firm given upon their authority as experts in
accounting and auditing.

On November 27, 2002, the Managing Owner engaged Ernst & Young LLP to replace
PricewaterhouseCoopers LLP as its independent auditor for the Trust.

REPORTS

After the Trust commences trading, CFTC Rules require that this Prospectus be
accompanied by summary financial information, which may be a recent Monthly
Report of the Trust, current within 60 calendar days.

                                      -43-
THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT AND A STATEMENT
OF ADDITIONAL INFORMATION. THESE PARTS ARE BOUND TOGETHER AND MAY NOT BE
DISTRIBUTED SEPARATELY.

                                    PART TWO
                       STATEMENT OF ADDITIONAL INFORMATION

                         THE FUTURES AND FORWARD MARKETS

FUTURES AND FORWARD CONTRACTS

Futures contracts in the United States are generally traded on exchanges and
call for the future delivery of various commodities. These contractual
obligations may be satisfied either by taking or making physical delivery or by
making an offsetting sale or purchase of a futures contract on the same
exchange.

Forward currency contracts are agreements to make or accept delivery of a
currency and are traded off-exchange through banks or dealers. In such
instances, the bank or dealer generally acts as principal in the transaction and
charges "bid-ask" spreads. These contractual obligations are generally satisfied
by making an offsetting agreement.

Unlike an investment in bonds where one expects some consistency of yield or in
stocks where one expects to participate in economic growth, futures and forward
trading is a "zero-sum," risk transfer economic activity. For every gain
realized by one futures and forward trader, there is an equal and offsetting
loss suffered by another.

HEDGERS AND SPECULATORS

The two broad classifications of persons who trade futures are "hedgers" and
"speculators." Hedging is designed to minimize the losses that may occur because
of price changes, for example, between the time a merchandiser contracts to sell
a commodity and the time of delivery. The futures and forward markets enable the
hedger to shift the risk of price changes to the speculator. The speculator
risks capital with the hope of making profits from such changes. Speculators,
such as the Trust, rarely take delivery of the physical commodity but rather
close out their futures positions through offsetting futures contracts.

EXCHANGES; POSITION AND DAILY LIMITS; MARGINS

Commodity exchanges in the United States generally have an associated
"clearinghouse." Once trades made between members of an exchange have been
cleared, each clearing broker looks only to the clearinghouse for all payments
in respect of such broker's open positions. The clearinghouse "guarantee" of
performance on open positions does not run to customers. If a member firm goes
bankrupt, customers could lose money.

Federal legislation adopted in December 2000 has made possible a variety of new
futures and derivative exchanges and clearing organizations that will be subject
to less CFTC oversight than are the commodities exchanges on which the Trust
anticipates trading in the United States. Additionally, this legislation permits
a variety of highly qualified persons to trade contracts for future delivery on
various non-agricultural commodities among themselves off-exchange. The Managing
Owner currently expects that substantially all of the Trust's futures trading in
the United States will be conducted on exchanges subject to the full oversight
of the CFTC. However, it is not now possible to determine what impact the
existence of these new exchanges will have on the Trust's trading activities.

The Managing Owner will trade for the Trust on a number of foreign commodity
exchanges. Foreign commodity exchanges differ in certain respects from their
United States counterparts and are not regulated by any United States agency.

The CFTC and the United States exchanges have established "speculative position
limits" on the maximum positions that the Managing Owner may hold or control in
futures contracts on some, but not all, commodities. For example, the CFTC
limits the number of contracts the Managing Owner can control in corn to 5,500
in a single delivery month, whereas the Chicago Mercantile Exchange limits the
number of S&P 500 Index contracts the Managing Owner can control to 20,000 and
U.S. Treasury bonds traded on the Chicago Board of Trade are not subject to
position limits. To date, position limits have not been a material imposition on
the ability of the Managing Owner to effect its trading method. In the event the
Managing Owner controls contracts in excess of the applicable limits, the
Managing Owner will equitably reduce the position it controls across affected
accounts managed by the Managing Owner, including the Trust, giving due
consideration to such factors as account size, position size, account
risk/reward parameters and trading portfolio composition.

                                      -44-
United States exchanges limit the maximum change in some, but not all, futures
prices during any single trading day. Once the "daily limit" has been reached,
it becomes very difficult to execute trades in the same direction the market has
moved. That is, if a market is "limit up," it is difficult, or impossible, to
buy, but very easy to sell. Because these limits apply on a day-to-day basis,
they do not limit ultimate losses, but may reduce or temporarily eliminate
liquidity. For example, the Chicago Board of Trade imposes daily limits of
20CENTS on corn futures and no daily limits on U.S. Treasury bond futures. The
Chicago Mercantile Exchange coordinates trading halts in the S&P 500 Index
futures with halts in the trading of the stocks underlying the Index and imposes
trading pauses or halts at moves of 2.5%, 5%, 10% and 20% in the value of the
Index.

When a position is established, "initial margin" is deposited. On most
exchanges, at the close of each trading day "variation margin," representing the
unrealized gain or loss on the open positions, is either credited to or debited
from a trader's account. If "variation margin" payments cause a trader's
"initial margin" to fall below "maintenance margin" levels, a "margin call" is
made, requiring the trader to deposit additional margin or have his position
closed out.

                                      -45-
SUPPLEMENTAL PERFORMANCE INFORMATION

ANNUAL RETURNS (rounded to the nearest %)

FEBRUARY 1977 - NOVEMBER 2002
MDP(1)      S&P 500(2)   NASDAQ(3)     EAFE(4)     BONDS(5)
                        --------------------------------------------------------------------------------
Jul-Nov 2002   -5%          -5%           1%         -12%           8%
                            Jan-Jun 2002   14%         -13%         -25%          -1%           4%
                              2001         -9%         -12%         -21%         -21%           4%
                              2000         12%          -9%         -39%         -14%          20%
                              1999         -5%          21%          86%          27%          -9%
                              1998          5%          29%          40%          20%          14%
                              1997         12%          33%          22%           2%          15%
                              1996         15%          23%          23%           6%          -1%
                              1995         26%          38%          40%          12%          31%
                              1994          8%           1%          -3%           8%          -8%
                              1993          8%          10%          15%          33%          18%
                              1992         15%           8%          15%         -12%           8%
                              1991          5%          30%          57%          12%          19%
                              1990         49%          -3%         -18%         -23%           6%
                              1989         -1%          32%          19%          11%          19%
                              1988          4%          17%          15%          29%           9%
                              1987         41%           5%          -5%          25%          -3%
                              1986        -13%          19%           7%          70%          24%
                              1985         27%          32%          31%          57%          32%
                              1984         28%           6%         -11%           8%          15%
                              1983         -6%          23%          20%          25%           2%
                              1982         35%          22%          19%          -1%          42%
                              1981         45%          -5%          -3%          -1%           0%
                              1980         69%          33%          34%          24%          -3%
                              1979         63%          19%          28%           6%          -1%
                              1978         26%           7%          12%          34%          -1%
                              1977         10%          -3%          10%          20%           4%
                        --------------------------------------------------------------------------------
COMPOUND ANNUAL RETURN
1977-2002 (YEAR-TO-DATE)        17%          13%          11%           11%          10%
MDP has a pro forma 25-year compound rate of return of 17%. MDP has tended to be
profitable during periods of stress in equity and bond markets. The benefit of
including MDP in a portfolio of stocks and bonds is observable in the table for
the years 2002 (year-to-date), 2000, 1994, 1990, 1987, 1981 and 1979 when MDP
performed well in difficult years for other asset classes. THERE CAN, OF COURSE,
BE NO ASSURANCE THAT THIS PATTERN WILL CONTINUE OR THAT THE TRUST WILL NOT INCUR
LOSSES, AS IT DID IN THE FULL YEARS 2001, 1999, 1989, 1986 AND 1983. The largest
monthly loss during the period shown was 15.4% (9/86).

        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.

----------
(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to reflect
the cost/fee structure of the Trust. There are material limitations inherent in
pro forma comparisons. See Note at page 54. Performance from July 2002 forward
is actual performance of the Trust.
(2) S&P 500 Index includes net dividends. Source: Standard & Poor's.
(3) NASDAQ Composite Index. Source: Strategic Financial Solutions.
(4) Morgan Stanley Capital International EAFE Index includes net dividends.
Source: Strategic Financial Solutions.
(5) Lehman Brothers U.S. Long Treasury Bond Index. Source: Lehman Brothers, Inc.

                                      -46-
MONTHLY CORRELATION COEFFICIENTS AND ANALYSIS

FEBRUARY 1977 - NOVEMBER 2002
MDP(1)
-------------------------------
MDP      1.00
         S&P 500     (0.04)
          NASDAQ     (0.10)
            EAFE      0.00
           Bonds      0.06
     Hedge Funds     (0.08)
Statistically, investments with a correlation of 1.00 make or lose money at the
same time, and investments with a correlation of -1.00 always move in the
opposite direction. The returns of the portfolio to be utilized by the Trust
have near zero correlation with the returns of other asset classes. This
non-correlation can be attributed to the following: the portfolio includes
markets typically absent from traditional portfolios; it is equally likely to
have short or long positions in any market; and it can exploit global conditions
that frequently are detrimental to equities or bonds.

KEY TO FOLLOWING CHART:

% of months where MDP and benchmark both rise

% of months where MDP and benchmark move in opposite directions

% of month where MDP and benchmark both fall

                                [GRAPHIC IMAGES]

DATA POINTS
S&P 500(2)               NASDAQ(3)               EAFE(4)               BONDS(5)            HEDGE FUNDS(6)
----------------------------------------------------------------------------------------------------------------
36%                   34%                    35%                    36%                   43%
----------------------------------------------------------------------------------------------------------------
            49%                   51%                    50%                    48%                   47%
----------------------------------------------------------------------------------------------------------------
            15%                   15%                    15%                    16%                   10%
----------------------------------------------------------------------------------------------------------------
For 25 years, the pattern of MDP's returns has been largely independent of the
returns in the equities or bond markets. A similar pattern is evident versus the
Hedge Fund Research Index since its creation in 1990. The charts above show that
there were only a small percentage of months where MDP lost value at the same
time as the equity, bond or hedge fund indices. In a much higher percentage of
time, MDP appreciated at the same time or moved in the opposite direction.
Adding a profitable investment that is not correlated to the rest of your
portfolio in losing periods should increase overall return and reduce volatility
for the portfolio as a whole. THERE CAN BE NO ASSURANCE, HOWEVER, THAT MDP WILL
BE NON-CORRELATED DURING SUCH PERIODS OR THAT THE TRUST WILL NOT INCUR LOSSES.

        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.

----------
(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to reflect
the cost/fee structure of the Trust. There are material limitations inherent in
pro forma comparisons. See Note at page 54. Performance from July 2002 forward
is actual performance of the Trust.
(2) S&P 500 Index includes net dividends. Source: Standard & Poor's.
(3) NASDAQ Composite Index. Source: Strategic Financial Solutions.
(4) Morgan Stanley Capital International EAFE Index includes net dividends.
Source: Strategic Financial Solutions.
(5) Lehman Brothers U.S. Long Treasury Bond Index. Source: Lehman Brothers, Inc.
(6) Hedge Fund Research Composite Index (since 1990). Source: Hedge Fund
Research, Inc.

                                      -47-
MDP(1) AND NASDAQ(2) DURING LOSING QUARTERS OF THE S&P 500 INDEX(3) -

FEBRUARY 1977 - NOVEMBER 2002

                                   [BAR CHART]

X-AXIS: FISCAL QUARTERS FROM MARCH 1977 THROUGH NOVEMBER 2002

Y-AXIS: PERCENTAGE GAIN/LOSS (-35.0% - 35.0%)

DATA POINTS:
MDP       S&P 500    NASDAQ
Mar-77     2.18%     -2.86%    -1.49%
Sep-77    -6.16%     -2.78%     1.12%
Dec-77    12.09%     -0.12%     4.16%
Mar-78    25.38%     -4.94%     1.09%
Dec-78    -5.38%     -4.93%   -11.22%
Mar-80    36.54%     -4.11%   -13.32%
Jun-81    28.87%     -2.29%     2.66%
Sep-81     3.76%    -10.23%   -16.55%
Mar-82    23.91%     -7.31%   -10.31%
Jun-82     7.95%     -0.56%    -2.49%
Sep-83     3.63%     -0.13%    -6.92%
Mar-84     7.72%     -2.40%    -9.99%
Jun-84     2.38%     -2.57%    -4.44%
Sep-85    -3.64%     -4.10%    -5.36%
Sep-86    -5.66%     -6.97%   -13.53%
Dec-87    22.88%    -22.53%   -25.62%
Mar-90    12.52%     -3.00%    -4.24%
Sep-90    21.35%    -13.75%   -25.48%
Jun-91     0.19%     -0.23%    -1.33%
Mar-92   -10.60%    -2.51%      2.98%
Mar-94    -3.22%     -3.79%    -4.30%
Dec-94    10.13%     -0.01%    -1.62%
Sep-98     6.94%     -9.95%   -10.60%
Sep-99    -2.06%     -6.25%     2.24%
Jun-00    -6.25%     -2.66%   -13.26%
Sep-00    -2.15%     -0.97%    -7.39%
Dec-00    28.91%     -7.83%   -32.73%
Mar-01     7.64%    -11.86%   -25.51%
Sep-01    -6.50%    -14.68%   -30.65%
Jun-02     6.50%    -13.40%   -20.71%
Sept-02    8.83%    -17.28%   -19.90
As described on the previous page, the returns of MDP have not been
significantly correlated with traditional portfolio components. As an
illustration of the potential value of adding a non-correlated investment to a
portfolio of traditional investments, the chart above compares the performance
of MDP to the S&P 500 Index and the NASDAQ Composite Index during down quarters
for the S&P 500 since February 1977 when the Managing Owner's oldest
continuously traded diversified account began trading. Since February 1977, the
S&P 500 has had 31 losing quarters. Over those 31 quarters, the S&P 500's
average loss was 6.0%. Over those same 31 quarters, MDP experienced an average
gain of 7.7%. The NASDAQ Composite's average performance for those 31 quarters
was a loss of 9.8%. Events that trigger negative performance in traditional
markets may lead to trends of the type MDP is designed to identify in some of
the markets in which MDP trades and thus can create profit opportunities for
MDP's method of trading. THERE CAN BE NO ASSURANCE, HOWEVER, THAT MDP WILL
CAPITALIZE ON SUCH OPPORTUNITIES OR THAT THE TRUST WILL NOT INCUR LOSSES. THE
PERFORMANCE OF MDP IS INDEPENDENT OF THE PERFORMANCE OF THE S&P 500 AND MDP IS
AS LIKELY TO PERFORM NEGATIVELY AS IT IS TO PERFORM POSITIVELY DURING LOSING
QUARTERS FOR THE S&P 500.

During the period February 1977 through November 2002, in addition to the 31
losing quarters experienced by the S&P 500 Index presented in the chart above,
the S&P Index experienced 72 profitable quarters with an average gain of 7.20%
per quarter. The NASDAQ Composite was profitable in 60 of those 72 quarters and
experienced an average per quarter gain of 11.55% for all 72 quarters. MDP was
profitable 43 of those 72 quarters and experienced an average per quarter gain
of 9.20% for all 72 quarters.

        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.

----------
(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to reflect
the cost/fee structure of the Trust. There are material limitations inherent in
pro forma comparisons. See Note at page 54. Performance from July 2002 forward
is actual performance of the Trust.
(2) NASDAQ Composite Index. Source: Strategic Financial Solutions.
(3) S&P 500 Index includes net dividends. Source: Standard & Poor's.

                                      -48-
ROLLING 12-MONTH RETURNS
FEBRUARY 1977 - NOVEMBER 2002
MDP(1)     S&P 500(2)   NASDAQ(3)     EAFE(4)      BONDS(5)
------------------------------------------------------------------------------------------------------
TOTAL NO. OF 12-MO. PERIODS    299         299          299          299          299
                         AVERAGE RETURN     19%         15%          15%          14%          10%
                     BEST 12-MO. PERIOD    112%         61%         105%         104%          56%
                    WORST 12-MO. PERIOD    -21%        -27%         -60%         -28%         -16%
                     STANDARD DEVIATION     24%         16%          26%          23%          13%

       NO. OF PROFITABLE 12-MO. PERIODS     240        244          227          220          236
                         AVERAGE PROFIT     26%         21%          26%          23%          14%
                     STANDARD DEVIATION     22%         12%          19%          20%          11%

    NO. OF UNPROFITABLE 12-MO.  PERIODS     59          55           72           79           63
                           AVERAGE LOSS     -7%        -11%         -20%         -11%          -5%
                     STANDARD DEVIATION      6%          6%          15%           7%           4%
------------------------------------------------------------------------------------------------------
The table above contains statistics for all periods of 12 consecutive months
from February 1977 through November 2002. The data in this table suggests that
MDP's risk does not exceed the risk for other investments. MDP's best
twelve-month period exceeded the S&P 500's and was comparable to NASDAQ's and
EAFE's. MDP's worst twelve-month period was substantially better than the S&P
500's, NASDAQ's and EAFE's.

Standard deviation of returns is a common measure of volatility or risk. MDP's
standard deviation in rolling 12-month periods from February 1997 through
November 2002 was higher than the S&P 500 and the U.S. Bond's and was comparable
to NASDAQ's and EAFE's. However, the major part of MDP's standard deviation was
attributable to volatility in profitable periods. Volatility in losing periods
has been low. THERE CAN BE NO ASSURANCE, HOWEVER, THAT THESE PATTERNS WILL
CONTINUE OR THAT THE TRUST WILL NOT INCUR LOSSES.

        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.

----------
(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to
reflect the cost/fee structure of the Trust. There are material limitations
inherent in pro forma comparisons. See Note at page 54. Performance from July
2002 forward is actual performance of the Trust.
(2) S&P 500 Index includes net dividends. Source: Standard & Poor's.
(3) NASDAQ Composite Index. Source: Strategic Financial Solutions.
(4) Morgan Stanley Capital International EAFE Index includes net dividends.
Source: Strategic Financial Solutions.
(5) Lehman Brothers U.S. Long Treasury Bond Index. Source: Lehman Brothers,
Inc.

                                      -49-
FREQUENCY DISTRIBUTION OF MDP(1) MONTHLY RETURNS
FEBRUARY 1977 - NOVEMBER 2002

                                   [BAR CHART]

X-AXIS: PROFIT/LOSS RANGES (-15% TO 20%)
Y-AXIS: MONTHS (0 TO 60)

DATA POINTS
RANGE             FREQUENCY (MONTHS)
-15% to -20%               1
-12.5% to -15%             3
-10% to -12.5%             2
-7.5% to -10%             15
-5% to -7.5%              20
-2.5% to -5%              36
0% to -2.5%               52
0% to 2.5%                55
2.5% to 5%                41
5% to 7.5%                45
7.5% to 10%               17
10% to 12.5%               8
12.5% to 15%               7
15% to 20%                 8
The chart above shows MDP frequency distribution of 310 monthly returns from
February 1977 through November 2002. Approximately 80% of all monthly returns
were in the 0 to 7.5% range positive or negative, and there was a positive skew
to the statistics in every range. There have only been 29 months of 10% or
greater profit or loss out of a sample of 310 months. 23 of these months have
been profitable with an average of 14.1%. 6 of these months have been
unprofitable with an average of 13.0%. THERE CAN BE NO ASSURANCE, HOWEVER, THAT
THIS PATTERN WILL CONTINUE OR THAT THE TRUST WILL NOT INCUR LOSSES.

        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.

----------
(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to
reflect the cost/fee structure of the Trust. There are material limitations
inherent in pro forma comparisons. See Note at page 54. Performance from July
2002 forward is actual performance of the Trust.

                                      -50-
MAXIMUM DRAWDOWN FOR MDP AND OTHER BENCHMARKS

FEBRUARY 1977 - NOVEMBER 2002

                                   [BAR CHART]

X-AXIS: MDP(1), S&P(2), Nasdaq(3), EAFE(4), Bonds(5)
Y-AXIS: Percentage Drawdown (0% to 70%)

DATA POINTS
MDP        -28.47%

S&P        -44.73%

Nasdaq     -75.05%

EAFE       -46.30%

Bond       -20.07%
The chart above shows the worst peak-to-trough loss, based on month-end
information, for MDP, S&P 500, NASDAQ, EAFE and U.S. Bonds since February 1977.
Despite the use of futures and the leverage available in futures trading, MDP's
worst experienced loss through November 2002 was smaller than the loss in most
of these unleveraged equity indices. Past performance is not necessarily
indicative of future results and there is no guarantee that past drawdown
relationships will persist into the future.

        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.

----------

(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to reflect
the cost/fee structure of the Trust. There are material limitations inherent in
pro forma comparisons. See Note at page 54. Performance from July 2002 forward
is actual performance of the Trust.

(2) S&P 500 Index includes net dividends. Source: Standard & Poor's.
(3) NASDAQ Composite Index. Source: Strategic Financial Solutions.
(4) Morgan Stanley Capital International EAFE Index includes net dividends.
Source: Strategic Financial Solutions.
(5) Lehman Brothers U.S. Long Treasury Bond Index. Source: Lehman Brothers, Inc.

                                      -51-
ENHANCING A TRADITIONAL PORTFOLIO WITH MDP
FEBRUARY 1977 - NOVEMBER 2002

                                     [CHART]

X-AXIS: MONTHLY STANDARD DEVIATION (2.75% TO 3.50%)
Y-AXIS:  COMPOUND ANNUAL RETURN (11.0% TO 14.0%)

DATA POINTS
48% US Equities     60% US Equities
                                       32% US Bonds        40% US Bonds
                                       20% MDP(1)

Compound Annual Rate of Return      13.33%              11.85%

Monthly Standard Deviation           2.82%               3.20%
The chart above shows the result of adding 20% MDP to a portfolio of stocks and
bonds, represented by the S&P 500 Index and Lehman Brothers Long Treasury Bond
Index, respectively. Over the past 25 years, a portfolio consisting of 20% MDP
and 48% stocks plus 32% bonds would have had higher returns and lower volatility
than a 60%/40% portfolio consisting of stocks and bonds. The results presented
above represent a blending of the performance of a composite of all accounts
using the Millburn Diversified Portfolio with the actual performance of the S&P
500 Index and Lehman Long Treasury Bond Index. Prospective investors should note
that the Managing Owner did not manage any account consisting of 20% MDP and 48%
S&P 500 Index plus 32% Lehman Long Treasury Bond Index, and that the chart above
is presented for illustrative purposes only, not as a recommendation that any
investor should allocate 20% of his or her portfolio to MDP. In order for a
portfolio consisting of the Trust and stocks and bonds to outperform a portfolio
consisting only of stocks and bonds, the Trust must outperform stocks or bonds
over the period being measured. THERE CAN BE NO ASSURANCE THAT THAT WILL, IN
FACT, OCCUR.

        PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

 THE RISK OF AN ACCOUNT, SUCH AS THE TRUST, TRADED PURSUANT TO MDP INCURRING
SUDDEN, MAJOR LOSSES IS NOT REFLECTED IN THE FOREGOING CHART, WHICH IS BASED ON
                         STATISTICAL AVERAGES OVER TIME.

----------

(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to reflect
the cost/fee structure of the Trust. There are material limitations inherent in
pro forma comparisons. See Note at page 54. Performance from July 2002 forward
is actual performance of the Trust.

                                      -52-
ANNUAL RETURNS (rounded to the nearest %)

FEBRUARY 1977 - NOVEMBER 2002

SUPPLEMENTAL TABLE

The following table is similar to the Annual Returns table on page 46. The pro
forma adjustments to MDP's performance, however, reflect the cost/fee structure
of the Trust applicable to investors who purchase Units through a Selling Agent
asset-based or fixed-fee investment program. SEE THE NOTE ON THE FOLLOWING PAGE.
MDP(1)     S&P 500(2)    NASDAQ(3)     EAFE(4)      BONDS(5)
        ---------------------------------------------------------------------------
Jul-Nov 2002    -3%          -5%           1%          -12%          8%
        Jan-Jun 2002    15%         -13%         -25%           -1%          4%
          2002           3%          -5%           1%          -12%          8%
          2001          -6%         -12%         -21%          -21%          4%
          2000          15%          -9%         -39%          -14%         20%
          1999          -2%          21%          86%           27%         -9%
          1998           8%          29%          40%           20%         14%
          1997          14%          33%          22%            2%         15%
          1996          18%          23%          23%            6%         -1%
          1995          30%          38%          40%           12%         31%
          1994          11%           1%          -3%            8%         -8%
          1993          11%          10%          15%           33%         18%
          1992          18%           8%          15%          -12%          8%
          1991           8%          30%          57%           12%         19%
          1990          52%          -3%         -18%          -23%          6%
          1989           2%          32%          19%           11%         19%
          1988           7%          17%          15%           29%          9%
          1987          43%           5%          -5%           25%         -3%
          1986         -10%          19%           7%           70%         24%
          1985          30%          32%          31%           57%         32%
          1984          31%           6%         -11%            8%         15%
          1983          -3%          23%          20%           25%          2%
          1982          39%          22%          19%           -1%         42%
          1981          49%          -5%          -3%           -1%          0%
          1980          74%          33%          34%           24%         -3%
          1979          67%          19%          28%            6%         -1%
          1978          30%           7%          12%           34%         -1%
          1977          13%          -3%          10%           20%          4%
        ---------------------------------------------------------------------------
COMPOUND ANNUAL RETURN
1977-2002 (YEAR-TO-DATE)           20%          13%          11%          11%         10%
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

           MDP PRIOR TO JULY 2002 IS NOT THE PERFORMANCE OF THE TRUST.

----------
(1) February 1977-June 2002 Millburn Diversified Portfolio, pro forma to
reflect the cost/fee structure of the Trust. There are material limitations
inherent in pro forma comparisons. See Note at page 54. Performance from July
2002 forward is actual performance of the Trust.
(2) S&P 500 Index includes net dividends. Source: Standard & Poor's.
(3) NASDAQ Composite Index. Source: Strategic Financial Solutions.
(4) Morgan Stanley Capital International EAFE Index includes net dividends.
Source: Strategic Financial Solutions.
(5) Lehman Brothers U.S. Long Treasury Bond Index. Source: Lehman Brothers,
Inc.

                                      -53-
NOTE TO SUPPLEMENTAL PERFORMANCE INFORMATION

          The performance shown from July 1, 2002 is the actual performance of
the Trust. The performance shown prior to July 1, 2002 represents the pro forma
composite performance of all fully-funded accounts traded pursuant to the
Managing Owner's Diversified Portfolio during the period presented. The
historical performance of the Diversified Portfolio composite has been
retroactively adjusted on a pro forma basis approximately to reflect the
cost/fee structure of the Trust. The purpose of this pro forma presentation is
to provide an approximation of the rates of return such composite accounts would
have achieved had they been traded pursuant to the Trust's cost/fee structure.
HOWEVER, THERE ARE MATERIAL LIMITATIONS INHERENT IN PRO FORMA COMPARISONS. IT IS
NOT FEASIBLE TO MAKE ALL THE PRO FORMA ADJUSTMENTS NECESSARY TO REFLECT THE
EFFECT OF ALL THE BUSINESS TERMS OF THE TRUST ON THE ACTUAL PERFORMANCE OF THE
ACCOUNTS IN THE COMPOSITE. THE PRO FORMA PERFORMANCE OF THE COMPOSITE ACCOUNTS
SHOULD NOT BE CONSIDERED TO BE INDICATIVE OF HOW ANY ONE ACCOUNT IN THE
COMPOSITE WOULD HAVE PERFORMED HAD IT BEEN SUBJECT TO THE TRUST'S COST/FEE
STRUCTURE.

          The pro forma calculations were made on a month-to-month basis. That
is, the adjustments to fees and income in one month do not affect the actual
figures used in the following month for making similar pro forma calculations.
ACCORDINGLY, THE PRO FORMA PERFORMANCE DOES NOT REFLECT ON A CUMULATIVE BASIS
THE EFFECT OF THE DIFFERENCES BETWEEN THE FEES TO BE CHARGED AND INTEREST TO BE
EARNED BY THE TRUST AND THE FEES CHARGED AND INTEREST EARNED BY THE ACCOUNTS IN
THE COMPOSITE. The following assumptions were made in calculating the pro forma
rates of return: a Brokerage Fee of 7% per annum of month-end Net Assets (4% for
the table on page 53); an annual Profit Share of 20% of New Trading Profit;
operating and administrative expenses of 0.50% per annum of average annual Net
Assets; and actual interest income earned by the accounts in the Diversified
Portfolio composite.

          The Millburn Diversified Portfolio is an actively managed portfolio of
futures and forward contracts and related options. The Managing Owner will trade
its Diversified Portfolio on behalf of the Trust and the Trust will pay the fees
and expenses and will be subject to the Profit Share as described in this
Prospectus. The S&P 500 Index, NASDAQ Composite Index, Morgan Stanley Capital
International EAFE Index and Lehman Brothers U.S. Long Treasury Bond Index are
unmanaged indices commonly used as market benchmarks. The performance of the
indices does not reflect any fees or transaction costs as these expenses do not
apply to market indices.

                                      -54-
INDEX TO FINANCIAL STATEMENTS
PAGE
                                                                                                            ----
GLOBAL MACRO TRUST

         Financial Statements for the three and nine months ended September 30, 2002 (Unaudited).............56

         Notes to Financial Statements (Unaudited)...........................................................62

         Report of Independent Accountants...................................................................65

         Statement of Financial Condition at December 31, 2001...............................................66

         Statement of Operations for the period July 23, 2001 through December 31, 2001......................66

         Statement of Changes in Trust Capital for the period July 23, 2001
                  through December 31, 2001..................................................................66

         Notes to Financial Statements.......................................................................67

MILLBURN RIDGEFIELD CORPORATION

         Statement of Financial Condition at September 30, 2002 (Unaudited)..................................69

         Notes to Financial Statement (Unaudited)............................................................70

         Independent Auditor's Report........................................................................75

         Statement of Financial Condition as of December 31, 2001............................................76

         Notes to Financial Statement........................................................................77

NESTOR PARTNERS

         Statement of Financial Condition at September 30, 2002 (Unaudited)..................................82

         Notes to Financial Statement (Unaudited)............................................................83

         Report of Independent Accountants...................................................................87

         Statements of Financial Condition at December 31, 2001 and 2000.....................................88

         Notes to Statements of Financial Condition..........................................................89

MILLBURN MCo PARTNERS L.P.

         Statement of Financial Condition at September 30, 2002 (Unaudited)..................................93

         Notes to Financial Statement (Unaudited)............................................................94

         Independent Auditor's Report........................................................................97

         Statement of Financial Condition at December 31, 2001...............................................98

         Statement of Operations and Preferred Profit Allocation at December 31, 2001........................99

         Statement of Changes in Partners' Capital at December 31, 2001.....................................100

         Statement of Cash Flows at December 31, 2001.......................................................101

         Condensed Schedule of Investments at December 31, 2001.............................................102

         Notes to Financial Statements......................................................................105
--------------------

     Schedules are omitted for the reason that they are not required or are not
applicable or that equivalent information has been included in the financial
statements or notes thereto.

                                      -55-
GLOBAL MACRO TRUST
                        STATEMENT OF FINANCIAL CONDITION
                              AT SEPTEMBER 30, 2002
                                   (UNAUDITED)
ASSETS

   Cash                                                                                        $     251,789
   Cash denominated in foreign currencies (cost $72,214 at September 30, 2002)                        67,459
   Investments in U.S. Treasury notes - at value (amortized cost $4,628,050 at
     September 30, 2002)                                                                           4,622,125

   Unrealized appreciation/(depreciation) on open contracts                                          737,303
                                                                                               -------------

         TOTAL EQUITY IN TRADING ACCOUNTS                                                          5,678,676

Investments in U.S. Treasury notes - at value (amortized cost $8,901,355)                          8,910,563
Money market fund                                                                                  2,400,215
Accrued interest receivable                                                                          211,526
                                                                                               -------------

         TOTAL ASSETS                                                                          $  17,200,980
                                                                                               =============

LIABILITIES AND TRUST CAPITAL

   Due to Managing Owner                                                                       $       1,678
   Redemptions payable to Unitholders                                                                 19,360
   Incentive fee payable                                                                             189,102
   Subscriptions received in advance                                                               3,291,656
   Accrued brokerage commissions                                                                      59,604
                                                                                               -------------

         TOTAL LIABILITIES                                                                     $   3,561,400
                                                                                               =============

   TRUST CAPITAL

   Managing Owner (2074.788 managing owner units outstanding at
     September 30, 2002)                                                                           2,257,994
   Unitholders (10458.139 units of beneficial interest outstanding
     at September 30, 2002)                                                                       11,381,586
                                                                                               -------------

         TOTAL TRUST CAPITAL                                                                      13,639,580
                                                                                               -------------

         TOTAL LIABILITIES AND TRUST CAPITAL                                                   $  17,200,980
                                                                                               =============

         NET ASSET VALUE PER UNIT                                                              $    1,088.30
                                                                                               =============
See accompanying notes to financial statements.

                                      -56-
GLOBAL MACRO TRUST
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 (UNAUDITED)
--------------------
FOR THE THREE            FOR THE NINE
                                                                               MONTHS ENDED            MONTHS ENDED
INVESTMENT INCOME:                                                          SEPTEMBER 30, 2002      SEPTEMBER 30, 2002
Interest income                                                           $           36,935      $           36,951
                                                                            ------------------      ------------------

EXPENSES:
  Administrative expenses                                                               12,576                  12,576
  Brokerage commissions                                                                129,902                 129,902
                                                                            ------------------      ------------------

        TOTAL EXPENSES                                                                 142,478                 142,478
                                                                            ------------------      ------------------

        NET INVESTMENT LOSS                                                           (105,543)               (105,527)
                                                                            ------------------      ------------------

REALIZED AND UNREALIZED GAINS (LOSSES)
  Net gains (losses) on trading of futures and forward contracts
    Net realized gains (losses) on closed positions:
      Futures and forward contracts                                                    602,008                 602,008
      Foreign exchange transactions                                                          0                       0
                                                                            ------------------      ------------------

        Net realized gains (losses) on closed positions                                602,008                 602,008
                                                                            ------------------      ------------------

    Net change in unrealized appreciation (depreciation):
      Futures and forward contracts                                                    737,303                 737,303
      Foreign exchange transactions                                                     (4,755)                 (4,755)
                                                                            ------------------      ------------------

        Net change in unrealized appreciation (depreciation)                           732,548                 732,548
                                                                            ------------------      ------------------

        Net realized and unrealized gains (losses) on trading of
         futures and forward contracts and foreign exchange translation              1,334,556               1,334,556
                                                                            ------------------      ------------------

  Net gains (losses) from U.S. Treasury obligations
    Net realized gains                                                                       0                       0
    Net change in unrealized appreciation (depreciation)                                 3,283                   3,283
                                                                            ------------------      ------------------

      Net gains (losses) from U.S. Treasury obligations                                  3,283                   3,283
                                                                            ------------------      ------------------

      TOTAL NET REALIZED AND UNREALIZED GAINS (LOSSES)                               1,337,839               1,337,839
                                                                            ------------------      ------------------

      NET INCOME (LOSS) BEFORE PROFIT SHARE TO MANAGING OWNER                        1,232,296               1,232,312
                                                                            ------------------      ------------------

  Less incentive fee to Managing Owner                                                 189,102                 189,102
                                                                            ------------------      ------------------

      NET INCOME (LOSS)                                                     $        1,043,194      $        1,043,210
                                                                            ==================      ==================

      NET INCOME (LOSS) PER UNIT                                            $            71.30      $            79.30
See accompanying notes to financial statements.

                                      -57-
GLOBAL MACRO TRUST
CONDENSED SCHEDULE OF INVESTMENTS
AT SEPTEMBER 30, 2002 (UNAUDITED)
--------------------
NET UNREALIZED
                                                           APPRECIATION/(DEPRECIATION) AS              NET UNREALIZED
        FUTURES AND FORWARD CONTRACTS                       A PERCENTAGE OF TRUST CAPITAL        APPRECIATION/(DEPRECIATION)
Futures Contracts Purchased                                             6.35%                                 $        37,878
      Energies                                                                                                        818,326
      Interest rates                                                                                                   11,790
      Metals                                                                                                           (1,388)
                                                                                                              ---------------
      Softs

         TOTAL FUTURES CONTRACTS PURCHASED                                                                            866,606
                                                                                                              ---------------

Futures Contracts Sold                                                  0.25%
      Interest rates                                                                                                  (28,424)
      Metals                                                                                                          (15,531)
      Softs                                                                                                            (2,780)
      Stock Indices                                                                                                    77,461
      Grains                                                                                                            3,850
                                                                                                              ---------------

         TOTAL FUTURES CONTRACTS SOLD                                                                                  34,576
                                                                                                              ---------------

         TOTAL INVESTMENT IN FUTURES CONTRACTS                          6.60%                                         901,182
                                                                       -----                                  ---------------

Forward Contracts Purchased                                             0.56%                                          75,950
                                                                       -----                                  ---------------

Forward Contracts Sold                                                 -1.76%                                        (239,829)
                                                                       -----                                  ---------------

      TOTAL INVESTMENT IN FORWARD CONTRACTS                            -1.20%                                        (163,879)
                                                                       -----                                  ---------------

      TOTAL INVESTMENTS IN FUTURES
      AND FORWARD CONTRACTS                                             5.40%                                 $       737,303
                                                                       =====                                  ===============
VALUE AS A PERCENTAGE OF
    FACE AMOUNT                  INVESTMENTS IN U.S. TREASURY NOTES             TRUST CAPITAL               VALUE
    -----------                  ----------------------------------       ------------------------          -----
Government - United States                    99.22%

$     4,000,000              U.S. Treasury notes, 4.000%, 4/30/2003                                     $    4,058,750
      4,800,000              U.S. Treasury notes, 5.75%, 10/31/2002                                          4,815,000
      4,600,000              U.S. Treasury notes, 4.625%, 2/28/2003                                          4,658,938
                                                                                                        ---------------

                 Total investments in U.S. Treasury notes
                  (amortized cost $13,529,405)                                     99.22%               $   13,532,688
                                                                                   -----                ---------------
See accompanying notes to financial statements.

                                      -58-
GLOBAL MACRO TRUST
CONDENSED SCHEDULE OF INVESTMENTS
AT SEPTEMBER 30, 2002 (UNAUDITED)
(CONTINUED)
--------------------
CURRENCY COMPOSITION -                       PERCENTAGE OF UNREALIZED TO              NET UNREALIZED
FUTURES AND FORWARD CONTRACTS                     TOTAL UNREALIZED              APPRECIATION/(DEPRECIATION)
                                             ---------------------------        ---------------------------
British Pound                                           0.05%                               $          362
Euro                                                   51.86%                                      382,366
Hong Kong Dollar                                        1.97%                                       14,507
Japanese Yen                                            6.58%                                       48,496
Norwegian krona                                         1.92%                                       14,167
U.S. Dollar                                            37.62%                                      277,405
                                                      ------                                --------------

Total                                                 100.00%                               $      737,303
                                                      ======                                ==============
See accompanying notes to financial statements.

                                      -59-
GLOBAL MACRO TRUST
STATEMENT OF TRUST CAPITAL
FOR THE THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 2002 (UNAUDITED)
--------------------

THREE MONTHS ENDED SEPTEMBER 30, 2002
MANAGING
                                                  UNITHOLDERS         MANAGING           OWNER
                             UNIT HOLDERS            UNITS             OWNER              UNITS           TOTAL
                             ------------         -----------       -----------         ---------      ------------
Trust Capital at June        $      1,627              1.6000       $       404             0.400      $      2,034
  30, 2002 (2.00 Units)

Addition of 12,550.345         10,613,790          10,474.328         2,001,600         2,076.017        12,615,390
  Units

Redemption of (19.418)            (19,360)            (17.789)           (1,678)           (1.629)          (21,038)
  Units

Net Income (Loss)                 785,529                   0           257,665                 0         1,043,194
                             ------------         -----------       -----------         ---------      ------------

Trust Capital at
  September 30, 2002
  (12,532.927 Units)         $ 11,381,586          10,458.139       $ 2,257,994         2,074.788      $ 13,639,580
                             ------------         -----------       -----------         ---------      ------------
Net Asset Value per Unit at September 30, 2002               $      1,088.30
                                                             ===============

NINE MONTHS ENDED SEPTEMBER 30, 2002
MANAGING
                                                  UNITHOLDERS         MANAGING           OWNER
                             UNIT HOLDERS            UNITS             OWNER              UNITS           TOTAL
                             ------------         -----------       -----------         ---------      ------------
Trust Capital at June        $      1,614              1.6000       $       404             0.400      $     2,018
  30, 2002 (2.00 Units)

Addition of 12,550.345         10,613,790          10,474.328         2,001,600         2,076.017        12,615,390
  Units

Redemption of (19.418)            (19,360)            (17.789)           (1,678)           (1.629)          (21,038)
  Units

Net Income (Loss)                 785,542                   0           257,668                 0         1,043,210
                             ------------         -----------       -----------         ---------      ------------

Trust Capital at
  September 30, 2002
  (12,532.927 Units)         $ 11,381,586          10,458.139       $ 2,257,994         2,074.788      $ 13,639,580
                             ------------         -----------       -----------         ---------      ------------
Net Asset Value per Unit at September 30, 2002               $      1,088.30
                                                             ===============

                 See accompanying notes to financial statements.

                                      -60-
GLOBAL MACRO TRUST
FINANCIAL HIGHLIGHTS (UNAUDITED) PER UNIT
OPERATING PERFORMANCE FOR THE THREE MONTHS AND
NINE MONTHS ENDED SEPTEMBER 30, 2002 (UNAUDITED)
--------------------
FOR THE THREE MONTHS                FOR THE NINE MONTHS
                                                               ENDED SEPTEMBER 30,                 ENDED SEPTEMBER 30,
                                                                       2002                                2002
                                                               --------------------                -------------------
Net income (loss) from operations:
   Net investment loss                                         $             (37.08)               $            (29.08)
   Net realized and unrealized gains (losses) on trading of
    futures and forward contracts                                            125.13                             125.13
   Net gains (losses) from U.S. Treasury obligations                           0.35                               0.35
   Profit share expense                                                      (17.10)                            (17.10)
                                                               --------------------                -------------------

       Net income (loss) per unit                                             71.30                              79.30
                                                               --------------------                -------------------

Net asset value per Unit, beginning of period                              1,017.00                           1,009.00
                                                               --------------------                -------------------

Net asset value per Unit, end of Period                        $           1,088.30                $          1,088.30
                                                               ====================                ===================

TOTAL RETURN AND RATIOS:

   TOTAL RETURN:                                                               7.01%                              7.86%
   RATIO OF EXPENSES TO AVERAGE NET ASSETS:                                    7.11% (annualized)                 7.11% (annualized)
   RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS:                        -5.61% (annualized)                -5.61% (annualized)
See accompanying notes to financial statements.

                                      -61-
GLOBAL MACRO TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
--------------------

1. ORGANIZATION

          The Global Macro Trust (the "Trust") was organized on July 23, 2001
under the Delaware Statutory Trust Act, and the Trust's Registration Statement
under the Securities Act of 1933, as amended, became effective on March 26,
2002.

          The Trust is engaged in speculative trading in the futures, options
and forward markets. The instruments that are traded by the Trust are volatile
and involve a high degree of risk. The Trust commenced trading operations July
1, 2002.

          Millburn Ridgefield Corporation (the "Managing Owner") contributed
$2,000,000 to the initial trading capital of the Trust. The Managing Owner and
the holders of the Units of Beneficial Interest ("Units") issued by the Trust
will share in any profits and losses of the Trust in proportion to the
percentage interest owned by each, before brokerage commissions and profit share
allocations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a. INVESTMENTS

          Open futures and forward contracts are valued at market value.
Realized gains (losses) and changes in unrealized appreciation (depreciation) on
futures and forward contracts are recognized in the periods in which the
contracts are closed or the changes occur, and are included in the statements of
operations in net realized and unrealized gains (losses) on trading of futures
and forward contracts.

          Investments in U.S. Treasury notes are valued at market value. The
Trust amortizes premiums and accretes discounts on U.S. Treasury notes using the
straight-line method, which approximates the interest method. Investments in
U.S. Treasury bills are valued at cost plus amortized discount which
approximates value. Such securities are normally on deposit with financial
institutions as collateral for performance of the Trust's trading obligations or
held for safekeeping in a custody account.

          b. FOREIGN CURRENCY TRANSLATION

          Assets and liabilities denominated in foreign currencies are
translated at quoted prices of such currencies. Purchases and sales of
investments are translated at the exchange rate prevailing when such
transactions occurred.

          c. INCOME TAXES

          Income taxes have not been provided, as each Unitholder is
individually liable for the taxes, if any, on his share of the Trust's income
and expenses.

          d. ESTIMATES

          The preparation of 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 and reported amounts of revenues and
expenses during the period. Actual results could differ from these estimates.

          e. RIGHT OF OFFSET

          The customer agreements between the Trust and certain brokers give the
Trust the legal right to net unrealized gains and losses. Unrealized gains and
losses related to offsetting transactions with these brokers are reflected on a
net basis in the equity in trading accounts in the statements of financial
condition.

                                      -62-
GLOBAL MACRO TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
--------------------

3. TRUST AGREEMENT

          The Trust Agreement (the "Agreement") provides that the Managing Owner
shall control, conduct and manage the business of the Trust, and may make all
trading decisions.

          The Trust pays brokerage fees to the Managing Owner at the annual rate
of 7.0% of the Trust's average month-end Net Assets of Unitholders interests
(prior to reduction for accrued brokerage commissions or Profit Share). The
Managing Owner will charge less than the annual brokerage rate of 7.0% to those
subscribers who either invest $100,000 or more in the Units or subscribe without
incurring the selling commission paid by the Managing Owner.

          The Managing Owner, not the Trust, will pay all routine costs of
executing and clearing the Trust's futures trades, including brokerage
commissions payable to the clearing brokers. The Managing Owner also pays, from
its own funds, selling commissions on all sales of Units.

          Profit Share equal to 20% of any New Trading Profits (as defined in
the Agreement) in excess of the highest cumulative level of Trading Profit as of
any previous calendar year-end is added to the New Profits Memo Account. A
transfer from such account to the Managing Owner's capital account is made to
the extent taxable capital gains are allocated to the Managing Owner.

          The Trust pays its legal, accounting, auditing, printing, postage and
similar administrative expenses (including the Trustee's fees, the charges of an
outside accounting services agency and the expenses of updating the Prospectus),
as well as extraordinary costs.

4. TRADING ACTIVITIES

          All of the derivatives owned by the Trust, including futures and
forwards, are held for trading purposes. The results of the Trust's trading
activity are shown in the statements of operations. The fair value of the
derivative financial instruments, at September 30, 2002 was $737,303.

          The Trust conducts its trading activities with various brokers acting
either as a broker or counterparty to various transactions. At September 30,
2002, net cash, treasury notes, and treasury bills, aggregating $4,941,373
included in the Trust's equity in trading accounts are held by such brokers in
segregated accounts as required by U.S. Commodity Futures Trading Commission's
regulations or by the counterparty bank or broker. Such collateral can be sold
or repledged by the counterparties.

5. DERIVATIVE INSTRUMENTS

          The Trust is party to derivative financial instruments in the normal
course of its business. These financial instruments include forwards and
futures, whose values are based upon an underlying asset, index, or reference
rate, and generally represent future commitments to exchange currencies or cash
flows, or to purchase or sell other financial instruments at specific terms at
specified future dates. These instruments may be traded on an exchange or
over-the-counter. Exchange traded instruments are standardized and include
futures contracts. Each of these instruments is subject to various risks similar
to those related to the underlying financial instruments including market and
credit risk.

          Market risk is the potential change in the value of the instruments
traded by the Trust due to market changes, including interest and foreign
exchange rate movements and fluctuations in futures or security prices. Market
risk is directly impacted by the volatility and liquidity in the markets in
which the related underlying assets are traded. The Trust's risk of loss due to
market risk may exceed the related amounts presented in the statements of
financial condition.

          Credit risk is the possibility that a loss may occur due to the
failure of a counterparty to perform according to the terms of a contract.
Credit risk is normally reduced to the extent that an exchange or clearing
organization

                                      -63-
GLOBAL MACRO TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
--------------------

acts as a counterparty to futures transactions, since typically the collective
credit of the members of the exchange is pledged to support the financial
integrity of the exchange. In the case of over-the-counter transactions, the
Trust must rely solely on the credit of the individual counterparties. The
Trust's risk of loss in the event of counterparty default is typically limited
to the amounts recognized in the statements of financial condition, not to the
contract or notional amounts of the instruments.

          The Trust has limited concentration risk as it executes trades and
maintains accounts with several brokers.

          The fair value of the Trust derivative financial instruments at
September 30, 2002 is detailed below:
UNREALIZED APPRECIATION/
                                                             (DEPRECIATION)
                                                      ----------------------------
                                                          GROSS            NET
SEPTEMBER 30, 2002
     Exchange traded                                  $     963,591   $    901,182
     Non-exchange traded                                    116,456       (163,879)
                                                      -------------   ------------
                                                      $   1,080,047   $    737,303
                                                      =============   ============
6. TERMINATION

          The Trust will terminate on December 31, 2031 or at an earlier date if
certain conditions occur as defined in the Declaration of Trust and the
Agreement.

7. REDEMPTIONS

          Units may be redeemed, at the option of any Unitholder, at Net Asset
Value (as defined in the Agreement) as of the close of business on the last
business day of any calendar month on ten business days' written notice to the
Managing Owner. Persons who redeem Units at or prior to the end of the first and
second successive six-month periods after such Units are sold will be assessed
redemption charges of 4% and 3%, respectively (redemption charges are less in
the case of subscriptions of $100,000 or more), of their redeemed Units' Net
Asset Value as of the date of redemption. All redemption charges will be paid to
the Managing Owner.

8. SUBSEQUENt EVENTS

          Effective October 1, 2002, Unitholders made contributions of
approximately $4,200,000.

                                      -64-
REPORT OF INDEPENDENT ACCOUNTANTS

To the Managing Owner and Initial Unitholder of Global Macro Trust

In our opinion, the accompanying statement of financial condition, and the
related statements of operations and of changes in trust capital present fairly,
in all material respects, the financial position of Global Macro Trust (the
"Trust") at December 31, 2001, the results of its operations and changes in its
net assets for the period July 23, 2001 (date Trust was organized) through
December 31, 2001, in conformity with accounting principles generally accepted
in the United States of America. These financial statements are the
responsibility of the Trust's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these financial statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
March 15, 2002

                                      -65-
GLOBAL MACRO TRUST
                        STATEMENT OF FINANCIAL CONDITION
                              AT DECEMBER 31, 2001

                                     ASSETS:
Cash                                               $ 2,018
                                                         -------

           Total assets                                  $ 2,018
                                                         =======
TRUST CAPITAL:
Trust Capital(1)(2)(6):

        Managing Owner interest                          $   404
        Initial Unitholder interest                        1,614
                                                         -------

           Total Trust capital                           $ 2,018
                                                         =======
See accompanying notes to financial statements.

                               GLOBAL MACRO TRUST
                             STATEMENT OF OPERATIONS
             FOR THE PERIOD JULY 23, 2001 (DATE TRUST WAS ORGANIZED)
                            THROUGH DECEMBER 31, 2001
Interest Income                                    $ 18
                                                         ----

      Net Income                                         $ 18
                                                         ----
See accompanying notes to financial statements.

                               GLOBAL MACRO TRUST
                      STATEMENT OF CHANGES IN TRUST CAPITAL
             FOR THE PERIOD JULY 23, 2001 (DATE TRUST WAS ORGANIZED)
                            THROUGH DECEMBER 31, 2001
MANAGING
                                           UNITHOLDERS         OWNER          TOTAL
                                           -----------       --------       --------
Initial capital contribution         $     1,600       $    400       $  2,000

      Net income                                    14              4             18
                                           -----------       --------       --------

      Trust capital at December 31, 2001   $     1,614       $    404       $  2,018
                                           ===========       ========       ========
See accompanying notes to financial statements.

             THE TRUST HAS NOT YET COMMENCED TRADING OPERATIONS AND
                     ITS ASSETS AND LIABILITIES ARE NOMINAL.

                                      -66-
GLOBAL MACRO TRUST
NOTES TO FINANCIAL STATEMENTS
--------------------

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

          Global Macro Trust (the "Trust") was organized on July 23, 2001 under
the Delaware Business Trust Act and has had no operations to date other than
matters relating to its organization and registration of its Units of Beneficial
Interest ("Units") under the Securities Act of 1933, as amended. At such time,
the only capital contributed to the Trust was the original capital contribution
of $400 by Millburn Ridgefield Corporation (the "Managing Owner") and $1,600 by
the Initial Unitholder. These contributions have been made to the Trust. Upon
commencement of operations, the Managing Owner has agreed to make additional
capital contributions as Managing Owner so that its aggregate capital
contribution to the Trust will equal at least the greater of $500,000 or 1% of
the total capital accounts of the Trust. The Managing Owner and the holders of
Units issued by the Trust will share in any profits and losses of the Trust in
proportion to the percentage interest owned by each, subject to the Managing
Owner's receipt of a 7.0% annual Brokerage Fee (6.5%, 6%, 5.5% or 4% in the case
of Unitholders whose investments equal or exceed $100,000, $500,000 or
$1,000,000 or who invest through asset-based or fixed fee investment programs or
a 401(k) plan or other employer-sponsored employee benefit plan custodied with a
Selling Agent, respectively) and 20% annual Profit Share.

          The proceeds of the offering of Units will be held in cash or invested
in U.S. Treasury securities, commercial paper and other cash equivalents and
used to trade in the futures, options and forward markets.

          The preparation of financial statements in conformity with generally
accepted accounting principles 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 and reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.

(2) THE OFFERING OF THE UNITS

          The Trust will offer Units to the public initially at the price of
$1,000 per Unit, and, after the initial sale of the Units, at the Net Asset
Value per Unit (as defined in the Declaration of Trust and Trust Agreement) as
of the first business day of each calendar month. Selling commissions will be
paid by the Managing Owner. These selling commissions will equal 4% (3.5%, 3%,
or 2% in the case of Unitholders whose investments equal or exceed $100,000,
$500,000 or $1,000,000, respectively) of the subscription price (Net Asset
Value) per Unit after trading begins. The Managing Owner will pay an
administrative fee of 0.35% of Net Asset Value in respect of Units sold through,
and participating in, asset-based or fixed fee investment programs, such as
broker "wrap accounts," and 401(k) and other employer-sponsored employee benefit
plans custodied with a Selling Agent.

          The proceeds from the subscriptions for Units will be held in the
Trust's name at FRB National Bank and Trust and invested in interest-bearing
obligations. Interest earned on subscription proceeds while held pending
investment in the Trust's trading account will be paid to the Trust. If a
subscription is rejected, the subscription funds plus any interest earned while
held in the Trust's account will be returned to the investor promptly following
the end of the month in which such subscription was rejected.

(3) ORGANIZATIONAL AND INITIAL OFFERING COSTS

          Organizational and initial offering costs will be borne by the
Managing Owner, not the Trust.

(4) OPERATING EXPENSES

          The Trust will pay Brokerage Fees, "bid-ask" spreads, administrative
expenses and Profit Shares.

               (a) Brokerage fees will be paid to the Managing Owner at the
annual rate of 7.0% of the Trust's average month-end Net Assets (prior to
reduction for accrued Brokerage Fees or Profit Shares). Brokerage Fees will be
paid at rates of 6.5%, 6%, and 5.5% of average month-end Net Assets (prior to
reduction for accrued Brokerage Fees or Profit Shares) in respect of Units sold
to subscribers whose investments in the Units equal or exceed $100,000, $500,000
or $1,000,000, respectively. In respect of Units sold through, and participating
in,

                                      -67-
GLOBAL MACRO TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
--------------------

asset-based or fixed-fee investment programs, Brokerage Fees will be paid at the
rate of 4% of average month-end Net Assets (prior to reduction for accrued
Brokerage Fees or Profit Shares).

               (b) "Bid-ask" spreads will be paid by the Trust on a
per-transaction basis to the Trust's forward contract counterparties.

               (c) Profit Shares equal to 20% of any New Trading Profits in
excess of the highest cumulative level of Trading Profit as of any previous
calendar year-end will be paid to the Managing Owner.

          The Trust will pay its legal, accounting, auditing, printing, postage
and similar administrative expenses (including the Trustee's fees, the charges
of an outside accounting services agency and the expenses of updating the
Prospectus), as well as extraordinary costs.

          The Managing Owner has elected not to charge fees until the
commencement of trading operations.

(5) TERMINATION

          The Trust will terminate on December 31, 2031 or at an earlier date if
certain conditions occur as defined in the Declaration of Trust and Trust
Agreement.

(6) REDEMPTIONS

          Units may be redeemed, at the option of any Unitholder, at Net Asset
Value as of the close of business on the last business day of any calendar month
on ten days' prior written notice to the Managing Owner. Persons who redeem
Units on or prior to the end of the first and second successive six-month
periods after such Units are sold will be assessed redemption charges of 4% and
3%, respectively (3.5% and 2.5%, 3% and 2%, and 2% and 1%, respectively, in the
case of subscriptions equaling or exceeding $100,000, $500,000 or $1,000,000,
respectively) of their redeemed Units' Net Asset Value as of the date of
redemption. All redemption charges will be paid to the Managing Owner. Units
sold through, and participating in, asset-based or fixed fee investment programs
or a 401(k) plan or other employer-sponsored employee benefit plan custodied
with a Selling Agent are not subject to redemption charges.

(7) FINANCIAL HIGHLIGHTS

          Financial highlights for the period July 23, 2001 (date Trust was
organized) through December 31, 2001 are as follows:
Ratio of net investment income to average net assets (annualized)      2.04%
                                                                                 ----

          Total return                                                           0.90%
                                                                                 ----
-68-
MILLBURN RIDGEFIELD CORPORATION
                        STATEMENT OF FINANCIAL CONDITION
                              AT SEPTEMBER 30, 2002
                                   (UNAUDITED)

                              --------------------
ASSETS

        Cash and cash equivalents                                $  2,151,978
        Commissions and fees receivable                             2,749,786
        Loans receivable from stockholders and affiliates           2,661,631
        Investments in sponsored funds                             18,492,670
        Other investments                                             901,015
        Other assets                                                    5,773
        Furniture and equipment, net of accumulated
           depreciation of $90,170                                      9,854
        Deferred fees                                              17,012,588
                                                                 ------------

             Total assets                                        $ 43,985,295
                                                                 ============

     LIABILITIES

        Accounts payable and accrued expenses                    $    477,711
        Due to affiliated companies                                 1,418,757
        Due to Apollo Fund                                          2,689,421
        Deferred compensation payable                              17,012,588
                                                                 ------------

             Total liabilities                                   $ 21,598,477
                                                                 ============

        Commitments and contingencies--
           Common stock subject to repurchase,
           at redemption value                                   $  1,658,939
                                                                 ------------

     STOCKHOLDERS' EQUITY

        Common stock - $.005 par value; 300,000 shares
           authorized, 206,362 shares issued and outstanding            1,032
        Additional paid-in capital                                  1,806,330
        Retained earnings                                          18,920,517
                                                                 ------------

             Total stockholders' equity                            20,727,879
                                                                 ------------

             Total liabilities and stockholders' equity          $ 43,985,295
                                                                 ============
THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THIS COMPANY.

                             See accompanying notes.

                                      -69-
MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT (UNAUDITED)
--------------------

Note 1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          A.   General

               Millburn Ridgefield Corporation (the Corporation) was
               incorporated in the state of Delaware on May 19, 1982. The
               Corporation earns commissions and fees as a Commodity Trading
               Advisor and Commodity Pool Operator and is registered with and
               subject to the regulations of the Commodity Futures Trading
               Commission (CFTC), an agency of the United States (U.S.)
               government, which regulates most aspects of the commodity futures
               industry. It is also subject to the rules of the National Futures
               Association (NFA), an industry self-regulatory organization.

               The Corporation's statement of financial condition is presented
               in accordance with accounting principles generally accepted in
               the United States of America. The preparation of the statement of
               financial condition 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 statement of
               financial condition. Actual results could differ from those
               estimates.

          B.   Cash and Cash Equivalents

               Cash and cash equivalents includes cash and investments in money
               market mutual funds.

          C.   Investments in Sponsored Funds

               The Corporation is the general partner or managing owner of
               various commodity pools and investment funds formed as limited
               partnerships or trusts, collectively referred to as sponsored
               funds. The Corporation's investments in sponsored funds are
               carried at its share of the underlying equity in the net asset
               value of the funds. The funds carry their assets and liabilities
               at fair value as required by accounting principles generally
               accepted in the United States of America for such entities. The
               Corporation has not consolidated the assets, liabilities and
               operating results of its investments in sponsored funds as the
               Corporation does not have a controlling financial interest in
               such funds.

               As the general partner or managing owner, the Corporation has a
               fiduciary responsibility to the sponsored funds and potential
               liability beyond amounts recognized as an asset in the statement
               of financial condition.

          D.   Other Investments

               The Corporation invests in various other commodity and investment
               funds sponsored by third parties. These investments are carried
               at their reported net asset values.

          E.   Revenue Recognition

               Commission income is earned from sponsored funds generally based
               on a fixed percentage of the funds' net asset value, as defined
               in the respective limited partnership or trust agreements.
               Commission income from managed accounts (of which the Corporation
               is the Commodity Trading Advisor) is earned based on the terms
               specified in the respective advisory agreements.

               Incentive, management and other fees accrue based on the terms of
               the respective advisory agreements. Incentive fees generally are
               based on a percentage of the net profits experienced by a client
               account. Management fees generally are based on a fixed
               percentage of the client assets under management.

                                      -70-
MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT (UNAUDITED)
(CONTINUED)
--------------------

Note 1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (CONTINUED)

          E.   Revenue Recognition (Continued)

               Commissions and fees are recognized when earned, in accordance
               with the related advisory agreements.

          F.   Foreign Currency Translation

               Assets and liabilities denominated in non-U.S. dollar currencies
               are translated into U.S. dollar equivalents based on year-end
               spot foreign exchange rates.

          G.   Income Taxes

               The Corporation has elected S corporation status, pursuant to
               which the Corporation does not pay U.S. corporate income tax on
               its taxable income. Instead, the stockholders are liable for
               individual income tax on their share of the Corporation's taxable
               income.

          H.   Interim Financial Statements

               In the opinion of management, the unaudited interim financial
               statements reflect all adjustments, which were of a normal and
               recurring nature, necessary for a fair presentation of financial
               position as of September 30, 2002.

Note 2.   INVESTMENTS IN SPONSORED FUNDS

          The Corporation has general partner interests in various limited
          partnerships and is the managing owner of two trusts, collectively
          referred to as sponsored funds. The Corporation's investments in such
          sponsored funds as of September 30, 2002, are as follows:
Millburn MCo Partners L.P.                  $  4,789,842
                  Nestor Partners                                4,001,213
                  Global Macro Trust                             2,257,994
                  Millburn STS Partners L.P.                     1,500,000
                  Millburn Equity Partners L.P.                  1,119,004
                  Others                                         4,824,617
                                                              ------------

                           Total                              $ 18,492,670
                                                              ============
-71-
MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT (UNAUDITED)
(CONTINUED)
--------------------

Note 2.   INVESTMENTS IN SPONSORED FUNDS (CONTINUED)

          Summarized financial information for the more significant sponsored
          funds as of September 30, 2002, is as follows:
MILLBURN MULTI-                                                         THE MILLBURN       MILLBURN
                            STRATEGY PORTFOLIO   MILLBURN MCo      NESTOR              NESTOR             WORLD          CURRENCY
                                  L.P            PARTNERS L.P.    PARTNERS        PARTNERS II, L.P.  RESOURCE  TRUST     FUND L.P.
                            ------------------   ------------   -------------     -----------------  ---------------   ------------
Assets            $       38,589,942   $ 93,891,509   $ 174,325,387     $      25,168,794  $    26,096,940   $ 23,611,863
          Liabilities                        0         48,707       5,763,296             1,054,307        1,701,777        204,553
                            ------------------   ------------   -------------     -----------------  ---------------   ------------

          Net asset value   $       38,589,942   $ 93,842,802   $ 168,562,091     $      24,114,487  $    24,395,163   $ 23,407,310
                            ==================   ============   =============     =================  ===============   ============
The combined net asset value of other sponsored funds as of September
          30, 2002, is approximately $134,568,000

          As the general partner or managing owner, the Corporation conducts and
          manages the respective businesses of the sponsored funds. The limited
          partnership or trust agreements typically require the Corporation, as
          sponsor, to maintain a specified investment in the respective fund.
          Such minimum investments generally are 1% of either net assets, total
          assets or total contributions or a minimum dollar amount (if greater).
          In addition, the trust agreements of two public funds sponsored by the
          Corporation to maintain a minimum investment equal to a percentage of
          the total contributions made to the two public funds and to all other
          entities that the Corporation is managing owner or general partner.
          The minimum net worth provisions of the trust agreements mandate that
          the Corporation's net worth must be at least $50,000, but is not
          required to exceed $1,000,000. These requirements are defined in each
          respective limited partnership or trust agreement and the Corporation
          is in compliance with all such requirements.

Note 3.   RELATED PARTY TRANSACTIONS

          The Corporation has extensive transactions and relationships with
          affiliated companies. The affiliates provide administrative,
          accounting, research and other services to the Corporation.
          Additionally, CommInVest Research, L.P. (CIVR) owns the trading
          systems used by the Corporation in managing client assets. The
          Corporation, in turn, is charged consulting fees for such services.
          The Corporation owes $1,155,307 to The Millburn Corporation (TMC) at
          September 30, 2002 for consulting fees.

          The Corporation has entered into borrowing arrangements with the
          Apollo Fund, a limited partnership whose limited partners are the
          stockholders of the Corporation. The loan is due on demand and bears
          interest at a variable rate which approximated 3.0% during 2002. The
          outstanding balance on the loan is $2,689,421 at September 30, 2002.

          During 2002, the Corporation entered into a borrowing arrangement with
          CIVR. Advances under the arrangement are due on demand and bear
          interest at an annualized rate of 2% above the interest rate of a
          money market fund held by CIVR. At September 30, 2002, outstanding
          advances under the arrangement aggregated $263,450.

          Additionally, the Corporation has loaned funds to TMC in connection
          with construction and furnishing costs incurred by TMC for its offices
          located in New York City. The loan is due on demand with interest
          accruing at an annualized rate of 2% above the interest rate of a
          money market fund held by the Corporation. The outstanding balance of
          the loan is $1,213,047 at September 30, 2002. Additionally, the
          Corporation has advanced TMC $240,926 to fund the security deposit for
          TMC's leased offices in New York City. This advance is non-interest
          bearing and is due on demand.

                                      -72-
MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT (UNAUDITED)
(CONTINUED)
--------------------

          The Corporation made unsecured advances of $1,207,658 to its
          stockholders which remain outstanding at September 30, 2002. The
          advances are non-interest bearing and are due on demand.

Note 3.   RELATED PARTY TRANSACTIONS (CONTINUED)

          Management believes recovery of advances to stockholders is likely as
          the value of each stockholders' equity ownership interest at September
          30, 2002 exceeds the amounts advanced to each stockholder. The
          Corporation has an agreement with CIVR to utilize CIVR's trading
          services and systems. In consideration for these services, the
          Corporation has agreed to pay CIVR its net fee income, as defined in
          the agreement, and a portion of its deferred fees earned from certain
          non-U.S. domiciled entities (see Note 4.) This agreement automatically
          renews each year unless terminated by the Corporation upon 30 days
          written notice to CIVR.

Note 4.   DEFERRED FEES

          The Corporation has entered into deferred compensation agreements with
          Millburn International (Cayman) Limited ("International"), Nestor
          Partners II, LP ("Nestor II"), and Millburn Alternative Investments,
          Ltd. ("MAIL"). The Corporation is the advisor or general partner for
          these entities. Such agreements allow the Corporation to defer the
          receipt of all or a portion of the management and incentive fees and
          or net brokerage commissions earned in its capacity as advisor or
          general partner.

          Deferred fees are subject to the claims of the entities' general
          creditors. Pursuant to the terms of the applicable deferred
          compensation agreements, the fees may either remain invested in the
          entity and share in the earnings, appreciation or depreciation of the
          respective entities' assets or may be invested in other entities.

          The Corporation has agreed to pay these deferred fees to a certain
          stockholder, and to CIVR for providing trading services and systems
          (see Note 3). The Corporation is obligated to pay these amounts only
          to the extent that it receives payment from the non-U.S. domiciled
          entities.

          At September 30, 2002, the fees and commissions receivable under the
          deferred compensation agreements and the dates they are due are as
          follows:
International     Nestor II        MAIL         Total
2003          $   2,686,978    $ 1,198,259                $  3,885,237
             2004              1,400,950      2,358,363                   3,759,313
             2005              1,648,290      1,694,896                   3,343,186
             2007              4,439,064      1,413,217     $ 172,571     6,024,852
                           -------------    -----------     ---------  ------------

                           $  10,175,282    $ 6,664,735     $ 172,571  $ 17,012,588
                           =============    ===========     =========  ============
Note 5.   TRADING ACTIVITIES AND RELATED RISKS

          The sponsored funds for which the Corporation is either the general
          partner or managing owner engage in speculative trading of futures
          contracts, options on futures contracts and forward contracts
          (collectively, "derivatives"). These derivatives include both
          financial and non-financial contracts held as part of diversified
          trading programs and may be traded on an exchange or over-the-counter.
          Exchange traded investments are standardized and include futures and
          certain options. The sponsored funds are exposed to both market risk,
          the risk arising from changes in the market value of the contracts,
          and credit risk, the risk of failure by another party to perform
          according to the terms of a contract. Theoretically, the sponsored

                                      -73-
MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT (UNAUDITED)
(CONTINUED)
--------------------

          funds and the Corporation, as general partner or managing owner, are
          exposed to market risk equal to the notional value of derivative
          contracts purchased and unlimited liability on such contracts sold
          short.

          The Corporation, as general partner or managing owner, has established
          procedures to actively monitor market risk and minimize credit risk of
          the sponsored funds.

Note 6.   LEASE COMMITMENT

          The Corporation has a noncancelable lease for office space in
          Greenwich, Connecticut. This lease commenced May 1, 2002, and provides
          for annual rent of $94,054. The future minimum lease payments under
          this noncancelable lease are as follows:
2002                      $  23,513
                            2003                         94,054
                            2004                         94,901
                            2005                         99,138
                            2006                         99,138
                            Thereafter                   33,046
                                                      ---------

                                                      $ 443,790
                                                      =========
Note 7.   STOCK REPURCHASE AGREEMENT

          The Corporation has entered into an agreement effective January 1,
          1999 with one of its stockholders which provides for the stockholder
          to irrevocably sell, and the Corporation to irrevocably repurchase
          9,990 shares on December 31, 2004 and 9,990 shares on December 31,
          2005 of the Corporation's outstanding common stock. The purchase price
          is the net book value as defined in the agreement and as determined on
          those future dates. At September 30, 2002, the redemption value of the
          shares the Corporation has committed to repurchase from the
          stockholder is $1,658,939. This amount is included in temporary equity
          on the statement of financial condition, and the corresponding
          increase in redemption value of $243,794 was recorded to retained
          earnings.

                                      -74-
INDEPENDENT AUDITOR'S REPORT

To the Stockholders and Board of Directors
Millburn Ridgefield Corporation

We have audited the accompanying statement of financial condition of Millburn
Ridgefield Corporation (the Corporation) as of December 31, 2001. This financial
statement is the responsibility of the Corporation's management. Our
responsibility is to express an opinion on this financial statement based on our
audit. The Corporation has investments in sponsored funds. The financial
statements for certain of these sponsored funds were audited by other auditors.
The value of such investments, audited by other auditors, at December 31, 2001,
of $13,682,399, is derived from the audited financial statements of such funds.
The reports of the other auditors have been furnished to us, and our opinion,
insofar as it relates to these investments, is based solely on the reports of
such other auditors.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the statement of
financial condition is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement of financial condition. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall statement of financial condition presentation. We
believe that our audit and the reports of other auditors provide a reasonable
basis for our opinion.

In our opinion, based on our audit and the reports of other auditors, the
statement of financial condition referred to above presents fairly, in all
material respects, the financial position of Millburn Ridgefield Corporation as
of December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.

                                  ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.

Hunt Valley, Maryland
September 5, 2002

                                      -75-
MILLBURN RIDGEFIELD CORPORATION
                        STATEMENT OF FINANCIAL CONDITION
                             AS OF DECEMBER 31, 2001
                              --------------------
ASSETS

           Cash and cash equivalents                                  $  1,192,560
           Commissions and fees receivable                               1,478,221
           Loans receivable from stockholders and affiliates             1,746,996
           Investments in sponsored funds                               13,699,863
           Other investments                                              667, 270
           State tax refund receivable                                      49,770
           Other assets                                                    805,772
           Furniture and equipment, net of accumulated
              depreciation of $85,726                                       14,299
           Deferred fees                                                13,172,942
                                                                      ------------

                Total assets                                          $ 32,827,693
                                                                      ============

     LIABILITIES

           Accounts payable and accrued expenses                      $    730,703
           Due to affiliated companies                                   1,134,460
           Deferred compensation payable                                13,172,942
                                                                      ------------

                Total liabilities                                     $ 15,038,105
                                                                      ============

           Commitments and contingencies--
              Common stock subject to repurchase,
              at redemption value
                                                                      $  1,415,145
                                                                      ------------

     STOCKHOLDERS' EQUITY

           Common stock - $.005 par value; 300,000 shares
               authorized, 206,362 shares issued and outstanding             1,032
           Additional paid-in capital                                    1,806,330
           Retained earnings                                            14,567,081
                                                                      ------------

                Total stockholders' equity                              16,374,443
                                                                      ------------

                Total liabilities and stockholders' equity            $ 32,827,693
                                                                      ============
THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THIS COMPANY.

                             See accompanying notes.

                                      -76-
MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT
--------------------

Note 1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          A.   General

               Millburn Ridgefield Corporation (the Corporation) was
               incorporated in the state of Delaware on May 19, 1982. The
               Corporation earns commissions and fees as a Commodity Trading
               Advisor and Commodity Pool Operator and is registered with and
               subject to the regulations of the Commodity Futures Trading
               Commission (CFTC), an agency of the United States (U.S.)
               government, which regulates most aspects of the commodity futures
               industry. It is also subject to the rules of the National Futures
               Association, an industry self-regulatory organization.

               The Corporation's statement of financial condition is presented
               in accordance with accounting principles generally accepted in
               the United States of America. The preparation of the statement of
               financial condition 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 statement of
               financial condition. Actual results could differ from those
               estimates.

          B.   Cash and Cash Equivalents

               Cash and cash equivalents includes cash and investments in money
               market mutual funds.

          C.   Investments in Sponsored Funds

               The Corporation is the general partner or managing owner of
               various commodity pools and investment funds formed as limited
               partnerships or trusts, collectively referred to as sponsored
               funds. The Corporation's investments in sponsored funds are
               carried at its share of the underlying equity in the net asset
               value of the funds. The funds carry their assets and liabilities
               at fair value as required by accounting principles generally
               accepted in the United States of America for such entities. The
               Corporation has not consolidated the assets, liabilities and
               operating results of its investments in sponsored funds as the
               Corporation does not have a controlling financial interest in
               such funds.

               As the general partner or managing owner, the Corporation has a
               fiduciary responsibility to the sponsored funds and potential
               liability beyond amounts recognized as an asset in the statement
               of financial condition.

          D.   Other Investments

               The Corporation invests in various other commodity and investment
               funds sponsored by third parties. These investments are carried
               at their reported net asset values.

          E.   Revenue Recognition

               Commission income is earned from sponsored funds generally based
               on a fixed percentage of the funds' net asset value, as defined
               in the respective limited partnership or trust agreements.
               Commission income from managed accounts (of which the Corporation
               is the Commodity Trading Advisor) is earned based on the terms
               specified in the respective advisory agreements.

                                      -77-
MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT
(CONTINUED)
--------------------

Note 1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (CONTINUED)

          E.   Revenue Recognition (Continued)

               Incentive, management and other fees accrue based on the terms of
               the respective advisory agreements. Incentive fees generally are
               based on a percentage of the net profits experienced by a client
               account. Management fees generally are based on a fixed
               percentage of the client assets under management.

               Commissions and fees are recognized when earned, in accordance
               with the related advisory agreements.

          F.   Foreign Currency Translation

               Assets and liabilities denominated in non-U.S. dollar currencies
               are translated into U.S. dollar equivalents based on year-end
               spot foreign exchange rates.

          G.   Income Taxes

               The Corporation has elected S corporation status, pursuant to
               which the Corporation does not pay U.S. or state corporate income
               tax on its taxable income. Instead, the stockholders are liable
               for individual income tax on their share of the Corporation's
               taxable income.

Note 2.   INVESTMENTS IN SPONSORED FUNDS

          The Corporation has general partner interests in various limited
          partnerships and is the managing owner of a trust, collectively
          referred to as sponsored funds. The Corporation's investments in such
          sponsored funds as of December 31, 2001, are as follows:
Millburn Mco Partners L.P.                              $  6,150,303
               Nestor Partners                                            3,126,481
               The Millburn World Resource Trust                            900,516
               Millburn Multi-Strategy Portfolio L.P.                       858,871
               Millburn Hedge Fund L.P.                                     617,926
               Millburn Currency Fund L.P.                                  578,433
               The Millburn Global Opportunity Fund L.P.                    571,851
               Others                                                       895,482
                                                                       ------------

                        Total                                          $ 13,699,863
                                                                       ============
-78-
MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT
(CONTINUED)
--------------------

Note 2.   INVESTMENTS IN SPONSORED FUNDS (CONTINUED)

          Summarized financial information for the more significant sponsored
          funds as of December 31, 2001, is as follows:
Millburn                                        Nestor       The Millburn      Millburn
                            Multi-Strategy  Millburn MCo       Nestor        Partners II,       World         Currency
                            Portfolio L.P.  Partners L.P.     Partners           L.P.       Resource Trust    Fund L.P.
                            --------------  -------------   -------------   -------------   --------------  -------------
Assets            $  47,657,956   $ 135,646,848   $ 155,687,931   $  21,516,354   $  26,592,238   $  21,812,314
          Liabilities           8,896,808      15,020,334       2,106,691       6,022,040         869,181         141,011
                            -------------   -------------   -------------   -------------   -------------   -------------

          Net asset value   $  38,761,148   $ 120,626,514   $ 153,581,240   $  15,494,314   $  25,723,057   $  21,671,303
                            =============   =============   =============   =============   =============   =============
The combined net asset value of other sponsored funds as of December
          31, 2001, is approximately $58,115,000.

          As the general partner or managing owner, the Corporation conducts and
          manages the respective businesses of the sponsored funds. The limited
          partnership or trust agreements typically require the Corporation, as
          sponsor, to maintain a specified investment in the respective fund.
          Such minimum investments generally are 1% of either net assets, total
          assets or total contributions or a minimum dollar amount (if greater).
          The trust agreement of Millburn World Resource Trust (the Trust), a
          public fund sponsored by the Corporation, requires the Corporation to
          maintain a minimum investment equal to the lesser of 1% of the total
          contributions to the Trust or $500,000. The Corporation, as managing
          owner, has also agreed to maintain a net worth not less than the
          greater of $50,000 or 5% of the total contributions to the Trust and
          to all other entities of which it is managing owner or general
          partner; however, such amount is not required to exceed $1,000,000.
          These requirements are defined in each respective limited partnership
          or trust agreement and the Corporation is in compliance with all such
          requirements.

Note 3.   RELATED PARTY TRANSACTIONS

          The Corporation has extensive transactions and relationships with
          affiliated companies. The affiliates provide administrative,
          accounting, research and other services to the Corporation.
          Additionally, CommInVest Research, L.P. (CIVR) owns the trading
          systems used by the Corporation in managing client assets. The
          Corporation, in turn, is charged consulting fees for such services.
          The Corporation owes $1,134,460 to The Millburn Corporation (TMC) at
          December 31, 2001 for consulting fees.

          From time to time, the Corporation enters into borrowing arrangements
          with the Apollo Fund ("Apollo"), a limited partnership whose limited
          partners are the stockholders of the Corporation. Interest on these
          advances is based on a variable rate, which ranged from 4.64% to 7.27%
          during 2001.

          The Corporation has loaned funds to TMC in connection with
          construction and furnishing costs incurred by TMC for its offices
          located in New York City. The loan is due on demand with interest
          accruing at an annualized rate of 2% above the interest rate of a
          money market fund held by the Corporation. The outstanding balance of
          the loan is $1,185,200 at December 31, 2001. Additionally, the
          Corporation has advanced TMC $240,926 to fund the security deposit for
          TMC's leased offices in New York City. This advance is non-interest
          bearing and is due on demand.

                                      -79-
MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT
(CONTINUED)
--------------------

Note 3.   RELATED PARTY TRANSACTIONS (CONTINUED)

          The Corporation made unsecured advances of $320,870 to its
          stockholders during 2001, which remain outstanding at December 31,
          2001. The advances are non-interest bearing and are due on demand.
          Management believes recovery of advances to stockholders is likely as
          the value of each stockholders' equity ownership interest at December
          31, 2001 exceeds the amounts advanced to each stockholder.

          The Corporation has an agreement with CIVR to utilize CIVR's trading
          services and systems. In consideration for these services, the
          Corporation has agreed to pay CIVR its net fee income, as defined in
          the agreement, and a portion of its deferred fees earned from certain
          non-U.S. domiciled entities (see Note 4.) This agreement automatically
          renews each year unless terminated by the Corporation upon 30 days
          written notice to CIVR.

Note 4.   DEFERRED FEES

          The Corporation has entered into deferred compensation agreements with
          Millburn International (Cayman) Limited ("International"), and Nestor
          Partners II, LP ("Nestor II"), and Millburn Alternative Investments,
          Ltd. ("MAIL"). The Corporation is the advisor or general partner for
          these entities. Such agreements allow the Corporation to defer the
          receipt of all or a portion of the management and incentive fees and
          or net brokerage commissions earned in its capacity as advisor or
          general partner.

          Deferred fees are subject to the claims of the entities' general
          creditors. Pursuant to the terms of the applicable deferred
          compensation agreements, the fees may either remain invested in the
          entity and share in the earnings, appreciation or depreciation of the
          respective entities' assets or may be invested in other entities.

          The Corporation has agreed to pay these deferred fees to a certain
          stockholder, and to CIVR for providing trading services and systems
          (see Note 3). The Corporation is obligated to pay these amounts only
          to the extent that it receives payment from the non-U.S. domiciled
          entities.

          At December 31, 2001, the fees and commissions receivable under the
          deferred compensation agreements and the dates they are due are as
          follows:
International      Nestor II         MAIL            Total
2003   $   1,861,528   $     846,977   $           0   $   2,708,505
               2004         943,365       2,336,927               0       3,280,292
               2005       3,219,888       1,611,420               0       4,831,308
               2006       1,179,324         988,919         174,594       2,352,837
                      -------------   -------------   -------------   -------------

                      $   7,204,105   $   5,794,243   $     174,594   $  13,172,942
                      =============   =============   =============   =============
Note 5.   TRADING ACTIVITIES AND RELATED RISKS

          The sponsored funds for which the Corporation is either the general
          partner or managing owner engage in speculative trading of futures
          contracts, options on futures contracts and forward contracts
          (collectively, "derivatives"). These derivatives include both
          financial and non-financial contracts held as part of diversified
          trading programs and may be traded on an exchange or over-the-counter.
          Exchange traded investments are standardized and include futures and
          certain options. The sponsored funds are exposed to both market risk,
          the risk arising from changes in the market value of the contracts,
          and credit risk, the risk of failure by another party to perform
          according to the terms of a contract. Theoretically, the sponsored
          funds and the Corporation, as general partner or managing owner, are
          exposed to market risk equal to the notional value of derivative
          contracts purchased and unlimited liability on such contracts sold
          short.

                                      -80-
MILLBURN RIDGEFIELD CORPORATION
NOTES TO FINANCIAL STATEMENT
(CONTINUED)
--------------------

Note 5.   TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)

          The Corporation, as general partner or managing owner, has established
          procedures to actively monitor market risk and minimize credit risk of
          the sponsored funds.

Note 6.   LEASE COMMITMENT

          The Corporation has a noncancelable lease for office space in
          Greenwich, Connecticut, which it renewed April 5, 2002. The new lease
          commenced May 1, 2002 and provides an annual rent of $94,054. The
          future minimum lease payments under this noncancelable lease are as
          follows:
2002                                    $  84,310
                          2003                                       94,054
                          2004                                       94,901
                          2005                                       99,138
                          2006                                       99,138
                          Thereafter                                 33,046
                                                                  ---------

                                                                  $ 504,587
                                                                  =========
Note 7.   STOCK REPURCHASE AGREEMENT

          The Corporation has entered into an agreement effective January 1,
          1999 with one of its stockholders which provides for the stockholder
          to irrevocably sell, and the Corporation to irrevocably repurchase
          9,990 shares on December 31, 2004 and 9,990 shares on December 31,
          2005 of the Corporation's outstanding common stock. The purchase price
          is the net book value as defined in the agreement and as determined on
          those future dates. At December 31, 2001, the redemption value of the
          shares is $1,415,145. This amount is included in temporary equity on
          the Statement of Financial Condition, and the corresponding decrease
          in redemption value of $845,157 was recorded to retain earnings.

                                      -81-
NESTOR PARTNERS
                        STATEMENT OF FINANCIAL CONDITION
                              AT SEPTEMBER 30, 2002
                                   (UNAUDITED)
ASSETS

Equity in trading accounts:
   Cash                                                                            $        5,612,613
   Cash denominated in foreign currencies                                                           -
   Investments in U.S. Treasury notes - at value (amortized cost $41,177,218 at
      September 30, 2002)                                                                  41,178,441
   Net unrealized appreciation on open contracts                                           10,093,015

         TOTAL EQUITY IN TRADING ACCOUNTS                                                  56,884,069

Investments in U.S. Treasury notes - at value (amortized cost $108,524,315 at             108,627,361
   September 30, 2002)
Money market fund                                                                          11,315,883
Accrued interest receivable                                                                 2,212,933
                                                                                   ------------------

         TOTAL ASSETS                                                              $      179,040,246
                                                                                   ==================

LIABILITIES AND PARTNERS' CAPITAL

Due to broker                                                                      $        4,714,858
Accrued expenses                                                                              283,627
Accrued brokerage commissions                                                                 355,935
Accrued profit share                                                                        4,631,235
Capital contributions received in advance                                                     492,500
                                                                                   ------------------

         TOTAL LIABILITIES                                                                 10,478,155

PARTNERS' CAPITAL                                                                         168,562,091
                                                                                   ------------------

         TOTAL LIABILITIES AND PARTNERS' CAPITAL                                   $      179,040,246
                                                                                   ==================
THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THIS PARTNERSHIP.

          See accompanying notes to statements of financial condition.

                                      -82-
NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
--------------------

1. ORGANIZATION OF THE PARTNERSHIP

          a.   Nestor Partners (the "Partnership") is a limited partnership
which was organized in 1976 under the New Jersey Uniform Limited Partnership
Act. The Limited Partnership Agreement was amended and restated as of October
30, 1997. The Partnership engages in the speculative trading of futures and
forward contracts. The instruments that are traded by the Partnership are
volatile and involve a high degree of market risk.

          b.   The General Partner of the Partnership is Millburn Ridgefield
Corporation. Principals, employees' and other affiliates of the General Partner
have invested in the Partnership as special limited partners.

          c.   The limited partners, special limited partners, New Profit memo
account and the General Partner share in the profits and losses of the
Partnership determined before brokerage commissions (see Note 2) and profit
share allocations on the basis of their proportionate interests of Partnership
capital (see Note 4). No limited partner or special limited partner shall be
liable for Partnership obligations in excess of their capital contribution plus
profits, if any.

          d.   The General Partner, subject to Commodity Futures Trading
Commission requirements, may (at its discretion) sell additional Limited
Partnership Interests to persons desiring to become limited partners.

          e.   The Partnership will terminate on October 31, 2017 or in the
event of certain other circumstances, as defined in the Limited Partnership
Agreement.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a.   INVESTMENTS

          Open futures and forward contracts are valued at market value. The
difference between cost and carrying value of investments is reflected as net
unrealized appreciation (depreciation). Realized gains (losses) and changes in
unrealized values on futures and forward contracts are recognized in the periods
in which the contracts are closed or the changes occur, and are included in net
gains (losses) on trading of futures and forward contracts.

          Investments in U.S. Treasury bills are valued at cost plus amortized
discount which approximates value. Investments in U.S. Treasury notes are valued
at market value. The Partnership amortizes premiums and accretes discounts on
U.S. Treasury notes using the Straight-line method, which approximates the
interest method. Such securities are normally on deposit with financial
institutions as collateral for performance of the Partnership's trading
obligations or held for safekeeping in a custody account.

          b.   FOREIGN CURRENCY TRANSLATION

          Assets and liabilities denominated in foreign currencies are
translated at quoted prices of such currencies. Purchases and sales of
investments are translated at the exchange rate prevailing when such
transactions occurred.

          c.   COMMISSIONS

          The Limited Partnership Agreement provides that the Partnership will
pay the General Partner brokerage commissions at a fixed rate of 0.542% per
month of net asset value (6.5% per annum) of limited partnership interests,
which amount is charged to the limited partners' capital accounts. The General
Partner retains the right to charge less than the annual brokerage rate of 6.5%
with respect to the capital accounts of the investors who either subscribe to
the Partnership without incurring a selling commission paid by the General
Partner or are affiliated with the General Partner. The General Partner bears
all commission and clearing charges due to third party brokers.

          d.   ADMINISTRATIVE EXPENSES

          The Partnership bears expenses, including periodic legal, accounting
and filing fees, up to an amount equal to 1/4 of 1% per annum of the average net
assets of the Partnership. The General Partner bears any excess over such
amounts. The Partnership will pay any taxes or extraordinary expenses applicable
to it.

                                      -83-
NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
--------------------

          The Partnership paid approximately $470,000 to an affiliate of the
General Partner for legal and accounting services provided to the Partnership.

          e.   INCOME TAXES

          Income taxes have not been provided, as each partner is individually
liable for the taxes, if any, on their share of the Partnership's income and
expenses.

          f.   ESTIMATES

          The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that may affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amount of
revenues and expenses during the period. Actual results could differ from those
estimates.

          g.   RIGHT OF OFFSET

          The customer agreements between the Partnership and brokers give the
Partnership the legal right to net unrealized gains and losses. Unrealized gains
and losses related to offsetting transactions with these brokers are reflected
on a net basis in the equity in trading accounts in the statements of financial
condition.

          h.   RECLASSIFICATIONS

          Certain amounts in the statement of financial condition at December
31, 2000 have been reclassified to conform to the presentation of the financial
statements for the year ended December 31, 2001.

3. GENERAL PARTNER'S DUTIES

          The Limited Partnership Agreement provides that, subject to certain
limitations, the General Partner shall conduct and manage the business of the
Partnership. The General Partner has the right to make all investment decisions
regarding the Partnership, authorize the payments of distributions to partners,
enter into customer agreements with brokers and take such other actions as it
deems necessary or desirable to manage the business of the Partnership.

4. GENERAL PARTNER'S PROFIT SHARE

          The Limited Partnership Agreement provides that a General Partner's
profit share equal to 20% of Trading Profits (as defined in the Limited
Partnership Agreement), at the end of each year is charged to the limited
partners' capital accounts. However, for limited partners' withdrawals during
the year, profit share calculation shall be computed as though the withdrawal
date were at year end.

          Any profit share charged is added to the General Partner's capital
account to the extent net taxable capital gains are allocated to the General
Partner, and the remainder, if any, of such profit share is added to the New
Profit memo account. If, at the end of a subsequent year, net taxable gains are
allocated to the General Partner in excess of such year's profit share, a
corresponding amount is transferred from the New Profit memo account to the
General Partner's capital account.

5. TRADING ACTIVITIES

          All of the derivatives owned by the Partnership, including futures and
forwards, are held for trading purposes. The results of the Partnership's
trading activity are shown in the statements of operations. The fair value of
the derivative financial instruments, at December 31, 2001 and 2000 was
$6,988,849 and $31,633,896, respectively.

                                      -84-
NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
--------------------

          At September 30, 2002, net cash, treasury notes and treasury bills
aggregating $46,791,054 included in the Partnership's equity in trading accounts
were held in segregated accounts as required by U.S. Commodity Futures Trading
Commission regulations or by the counterparty bank or broker. Such collateral
can be sold or repledged by the counterparties.

6. FINANCIAL HIGHLIGHTS

          Financial highlights for the year ended December 31, 2001 are as
follows:
LIMITED        SPECIAL LIMITED
                                                                                   PARTNERS           PARTNERS
                                                                               ---------------     ---------------
RATIOS TO AVERAGE NET ASSETS:

                 Ratio to net investment income (loss)                                   (0.19)%              3.97%
                                                                               ===============     ===============

                 Ratios of expenses(1):
                 Expenses                                                                 4.94%               0.74%
                 Profit share allocation                                                  0.06%               0.00%
                                                                               ---------------     ---------------
                      RATIO OF TOTAL EXPENSES AND PROFIT SHARE                            5.00%               0.74%
                      ALLOCATION
                                                                               ===============     ===============

          TOTAL RETURN(2):

                 Total return before profit share allocation                             (6.15)%             (2.30)%
                 Profit share allocation                                                 (0.02)%              0.00%
                                                                               ---------------     ---------------
                        TOTAL RETURN AFTER PROFIT SHARE ALLOCATION                       (6.17)%             (2.30)%
                                                                               ===============     ===============
(1)  The ratios of expenses to average net assets are calculated for
               each common class taken as a whole. The computation of such
               ratios based on the amount of expenses and profit share
               allocation assessed to an individual partner's capital account
               may vary from these ratios based on the timing of capital
               transactions and differences in individual investor's commission
               fees and profit share amounts.

          (2)  Total return is calculated for each common class taken as a
               whole. An individual investor's return may vary from these
               results based on the time of capital transactions and differences
               in individual investor's commission fees and profit share
               amounts.

7. DERIVATIVE FINANCIAL INSTRUMENTS

          The Partnership is party to derivative financial instruments in the
normal course of its business. These financial instruments include forwards and
futures, whose value is based upon an underlying asset, index, or reference
rate, and generally represent future commitments to exchange currencies or cash
flows, or to purchase or sell other financial instruments at specific terms at
specified future dates. These instruments may be traded on an exchange or
over-the-counter. Exchange traded instruments are standardized and include
futures. Each of these instruments is subject to various risks similar to those
related to the underlying financial instruments including market and credit
risk.

          Market risk is the potential change in the value of the financial
instruments traded by the Partnership due to market changes, including interest
and foreign exchange rate movements and fluctuations in futures or security
prices. Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded. The Partnership's
risk of loss due to market risk may exceed the related amounts presented in the
statements of financial condition.

                                      -85-
NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
--------------------

          Credit risk is the possibility that a loss may occur due to the
failure of a counterparty to perform according to the terms of a contract.
Credit risk is reduced to the extent that an exchange or clearing organization
acts as a counterparty to futures transactions, since typically the collective
credit of the members of the exchange is pledged to support the financial
integrity of the exchange. In the case of over-the-counter transactions, the
Partnership must rely solely on the credit of the individual counterparties. The
Partnership's risk of loss in the event of counterparty default is typically
limited to the amounts recognized in the statements of financial condition, not
to the contract or notional amounts of the instruments.

          The Partnership has limited concentration risk as it executes trades
and maintains accounts with several brokers.

          The fair value of the Partnership's derivative financial instruments
at September 30, 2002 is detailed below:
UNREALIZED APPRECIATION
                                                                     -----------------------------------
                                                                           GROSS               NET
SEPTEMBER 30, 2002:
     Exchange traded                                                 $     12,936,850   $     12,144,964
     Non-exchange traded                                                    1,475,732         (2,053,549)
                                                                     ----------------   ----------------

                                                                     $     14,412,582   $     10,091,415
                                                                     ================   ================
8. WITHDRAWALS/REDEMPTIONS

          Subject to certain conditions, a partner may withdraw/redeem part or
all of his capital contribution and undistributed profits, if any, from the
Partnership as of the end of any month.

9. SUBSEQUENT EVENTS

          As of February 21, 2002, special limited partners made contributions
and withdrawals of approximately $140,000 and $1,000,000, respectively. Limited
partners made contributions and withdrawals of approximately $1,300,000 and
$4,700,000, respectively.

                                      -86-
REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of Nestor Partners:

In our opinion, the accompanying statements of financial condition present
fairly, in all material respects, the financial position of Nestor Partners at
December 31, 2001 and 2000, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the General Partner; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statements of financial
condition, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall statements of financial condition
presentation. We believe that our audits of the statements of financial
condition provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
February 21, 2002

                                      -87-
NESTOR PARTNERS
                        STATEMENTS OF FINANCIAL CONDITION
                          AT DECEMBER 31, 2001 AND 2000
ASSETS                                                                                    2001                2000

Equity in trading accounts:
Cash                                                                           $         2,317,482   $      3,660,001
   Cash denominated in foreign currencies (cost $494,516 and $3,158,951 at
      December 31, 2001 and 2000, respectively)                                               503,069          3,454,742
   Investments in U.S. Treasury bills - at value (amortized cost $0 and
      $8,392,770 at December 31, 2001 and 2000, respectively)                                       -          8,392,770
   Investments in U.S. Treasury notes - at value (amortized cost $64,762,372 and
      $46,437,938 at December 31, 2001 and 2000, respectively)                             64,897,503         46,857,338
   Net unrealized appreciation on open contracts                                            6,988,849         31,633,896
                                                                                  -------------------   ----------------

         TOTAL EQUITY IN TRADING ACCOUNTS                                                  74,706,903         93,998,747

Investments in U.S. Treasury bills - at value (amortized cost $0 and $57,227,943
   at December 31, 2001 and 2000, respectively)                                                     -         57,227,943
Investments in U.S. Treasury notes - at value (amortized cost $70,636,200 and              70,964,778         15,455,662
   $15,328,548 at December 31, 2001 and 2000, respectively)
Money market fund                                                                           7,899,039         15,690,842
Accrued interest receivable                                                                 2,117,211            801,814
                                                                                  -------------------   ----------------

         TOTAL ASSETS                                                             $       155,687,931   $    183,175,008
                                                                                  ===================   ================

LIABILITIES AND PARTNERS' CAPITAL

Due to broker                                                                     $           856,715   $      5,466,616
Accrued expenses                                                                              370,200            417,975
Accrued brokerage commissions                                                                 377,590            444,999
Capital contributions received in advance                                                     502,186            196,398
                                                                                  -------------------   ----------------

         TOTAL LIABILITIES                                                                  2,106,691          6,525,988

Partners' capital                                                                         153,581,240        176,649,020
                                                                                  -------------------   ----------------

         TOTAL LIABILITIES AND PARTNERS' CAPITAL                                  $       155,687,931   $    183,175,008
                                                                                  ===================   ================
THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THIS PARTNERSHIP.

          See accompanying notes to statements of financial condition.

                                      -88-
NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS
--------------------

1. ORGANIZATION OF THE PARTNERSHIP

          a.   Nestor Partners (the "Partnership") is a limited partnership
which was organized in 1976 under the New Jersey Uniform Limited Partnership
Act. The Limited Partnership Agreement was amended and restated as of October
30, 1997. The Partnership engages in the speculative trading of futures and
forward contracts. The instruments that are traded by the Partnership are
volatile and involve a high degree of market risk.

          b.   The General Partner of the Partnership is Millburn Ridgefield
Corporation. Principals, employees' and other affiliates of the General Partner
have invested in the Partnership as special limited partners.

          c.   The limited partners, special limited partners, New Profit memo
account and the General Partner share in the profits and losses of the
Partnership determined before brokerage commissions (see Note 2) and profit
share allocations on the basis of their proportionate interests of Partnership
capital (see Note 4). No limited partner or special limited partner shall be
liable for Partnership obligations in excess of their capital contribution plus
profits, if any.

          d.   The General Partner, subject to Commodity Futures Trading
Commission requirements, may (at its discretion) sell additional Limited
Partnership Interests to persons desiring to become limited partners.

          e.   The Partnership will terminate on October 31, 2017 or in the
event of certain other circumstances, as defined in the Limited Partnership
Agreement.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a.   INVESTMENTS

          Open futures and forward contracts are valued at market value. The
difference between cost and carrying value of investments is reflected as net
unrealized appreciation (depreciation). Realized gains (losses) and changes in
unrealized values on futures and forward contracts are recognized in the periods
in which the contracts are closed or the changes occur, and are included in net
gains (losses) on trading of futures and forward contracts.

          Investments in U.S. Treasury bills are valued at cost plus amortized
discount which approximates value. Investments in U.S. Treasury notes are valued
at market value. The Partnership amortizes premiums and accretes discounts on
U.S. Treasury notes using the Straight-line method, which approximates the
interest method. Such securities are normally on deposit with financial
institutions as collateral for performance of the Partnership's trading
obligations or held for safekeeping in a custody account.

          b.   FOREIGN CURRENCY TRANSLATION

          Assets and liabilities denominated in foreign currencies are
translated at quoted prices of such currencies. Purchases and sales of
investments are translated at the exchange rate prevailing when such
transactions occurred.

          c.   COMMISSIONS

          The Limited Partnership Agreement provides that the Partnership will
pay the General Partner brokerage commissions at a fixed rate of 0.542% per
month of net asset value (6.5% per annum) of limited partnership interests,
which amount is charged to the limited partners' capital accounts. The General
Partner retains the right to charge less than the annual brokerage rate of 6.5%
with respect to the capital accounts of the investors who either subscribe to
the Partnership without incurring a selling commission paid by the General
Partner or are affiliated with the General Partner. The General Partner bears
all commission and clearing charges due to third party brokers.

          d.   ADMINISTRATIVE EXPENSES

          The Partnership bears expenses, including periodic legal, accounting
and filing fees, up to an amount equal to 1/4 of 1% per annum of the average net
assets of the Partnership. The General Partner bears any excess over such
amounts. The Partnership will pay any taxes or extraordinary expenses applicable
to it.

                                      -89-
NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
--------------------

          The Partnership paid approximately $470,000 to an affiliate of the
General Partner for legal and accounting services provided to the Partnership.

     e.   INCOME TAXES

     Income taxes have not been provided, as each partner is individually liable
for the taxes, if any, on their share of the Partnership's income and expenses.

     f.   ESTIMATES

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that may affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amount of
revenues and expenses during the period. Actual results could differ from those
estimates.

     g.   RIGHT OF OFFSET

     The customer agreements between the Partnership and brokers give the
Partnership the legal right to net unrealized gains and losses. Unrealized gains
and losses related to offsetting transactions with these brokers are reflected
on a net basis in the equity in trading accounts in the statements of financial
condition.

     h.   RECLASSIFICATIONS

     Certain amounts in the statement of financial condition at December 31,
2000 have been reclassified to conform to the presentation of the financial
statements for the year ended December 31, 2001.

3. GENERAL PARTNER'S DUTIES

     The Limited Partnership Agreement provides that, subject to certain
limitations, the General Partner shall conduct and manage the business of the
Partnership. The General Partner has the right to make all investment decisions
regarding the Partnership, authorize the payments of distributions to partners,
enter into customer agreements with brokers and take such other actions as it
deems necessary or desirable to manage the business of the Partnership.

4. GENERAL PARTNER'S PROFIT SHARE

     The Limited Partnership Agreement provides that a General Partner's profit
share equal to 20% of Trading Profits (as defined in the Limited Partnership
Agreement), at the end of each year is charged to the limited partners' capital
accounts. However, for limited partners' withdrawals during the year, the profit
share calculation shall be computed as though the withdrawal date were at year
end.

     Any profit share charged is added to the General Partner's capital account
to the extent net taxable capital gains are allocated to the General Partner,
and the remainder, if any, of such profit share is added to the New Profit memo
account. If, at the end of a subsequent year, net taxable gains are allocated to
the General Partner in excess of such year's profit share, a corresponding
amount is transferred from the New Profit memo account to the General Partner's
capital account.

5. TRADING ACTIVITIES

     All of the derivatives owned by the Partnership, including futures and
forwards, are held for trading purposes. The results of the Partnership's
trading activity are shown in the statements of operations. The fair value of
the derivative financial instruments, at December 31, 2001 and 2000 was
$6,988,849 and $31,633,896, respectively.

                                      -90-
NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

--------------------

     At December 31, 2001 and 2000, net cash, treasury notes and treasury bills
aggregating $66,861,339 and $56,898,235, respectively, included in the
Partnership's equity in trading accounts were held in segregated accounts as
required by U.S. Commodity Futures Trading Commission regulations or by the
counterparty bank or broker. Such collateral can be sold or repledged by the
counterparties.

6. FINANCIAL HIGHLIGHTS

     Financial highlights for the year ended December 31, 2001 are as follows:
LIMITED         SPECIAL LIMITED
                                                                         PARTNERS           PARTNERS
RATIOS TO AVERAGE NET ASSETS:

          Ratio to net investment income (loss)                             (0.19)%                 3.97%
                                                                        =========           ============

          Ratios of expenses(1):
          Expenses                                                           4.94%                  0.74%
          Profit share allocation                                            0.06%                  0.00%
                                                                        ---------           ------------
             RATIO OF TOTAL EXPENSES AND PROFIT SHARE
             ALLOCATION                                                      5.00%                  0.74%
                                                                        =========           ============

     TOTAL RETURN(2):

          Total return before profit share allocation                       (6.15)%                (2.30)%
          Profit share allocation                                           (0.02)%                 0.00%
                                                                        ---------           ------------
             TOTAL RETURN AFTER PROFIT SHARE ALLOCATION                     (6.17)%                (2.30)%
                                                                        =========           ============
(1) The ratios of expenses to average net assets are calculated for each
         common class taken as a whole. The computation of such ratios based on
         the amount of expenses and profit share allocation assessed to an
         individual partner's capital account may vary from these ratios based
         on the timing of capital transactions and differences in individual
         investor's commission fees and profit share amounts.

     (2) Total return is calculated for each common class taken as a whole. An
         individual investor's return may vary from these results based on the
         time of capital transactions and differences in individual investor's
         commission fees and profit share amounts.

7. DERIVATIVE FINANCIAL INSTRUMENTS

     The Partnership is party to derivative financial instruments in the normal
course of its business. These financial instruments include forwards and
futures, whose value is based upon an underlying asset, index, or reference
rate, and generally represent future commitments to exchange currencies or cash
flows, or to purchase or sell other financial instruments at specific terms at
specified future dates. These instruments may be traded on an exchange or
over-the-counter. Exchange traded instruments are standardized and include
futures. Each of these instruments is subject to various risks similar to those
related to the underlying financial instruments including market and credit
risk.

     Market risk is the potential change in the value of the financial
instruments traded by the Partnership due to market changes, including interest
and foreign exchange rate movements and fluctuations in futures or security
prices. Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded. The Partnership's
risk of loss due to market risk may exceed the related amounts presented in the
statements of financial condition.

                                      -91-
NESTOR PARTNERS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
--------------------

     Credit risk is the possibility that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk is
reduced to the extent that an exchange or clearing organization acts as a
counterparty to futures transactions, since typically the collective credit of
the members of the exchange is pledged to support the financial integrity of the
exchange. In the case of over-the-counter transactions, the Partnership must
rely solely on the credit of the individual counterparties. The Partnership's
risk of loss in the event of counterparty default is typically limited to the
amounts recognized in the statements of financial condition, not to the contract
or notional amounts of the instruments.

     The Partnership has limited concentration risk as it executes trades and
maintains accounts with several brokers.

     The fair value of the Partnership's derivative financial instruments at
December 31, 2001 and 2000 is detailed below:
UNREALIZED APPRECIATION
                                                                     -----------------------------
                                                                         GROSS           NET
DECEMBER 31, 2001:
   Exchange traded                                                   $   2,619,521   $    (566,392)
   Non-exchange traded                                                  10,438,196       7,555,241
                                                                     -------------   -------------

                                                                     $  13,057,717   $   6,988,849
                                                                     =============   =============
DECEMBER 31, 2000:
   Exchange traded                                                   $  18,028,835   $  16,346,640
   Non-exchange traded                                                  17,230,988      15,287,256
                                                                     -------------   -------------

                                                                     $  35,259,823   $  31,633,896
                                                                     =============   =============
8. WITHDRAWALS/REDEMPTIONS

     Subject to certain conditions, a partner may withdraw/redeem part or all of
his capital contribution and undistributed profits, if any, from the Partnership
as of the end of any month.

9. SUBSEQUENT EVENTS

     As of February 21, 2002, special limited partners made contributions and
withdrawals of approximately $140,000 and $1,000,000, respectively. Limited
partners made contributions and withdrawals of approximately $1,300,000 and
$4,700,000, respectively.

                                      -92-
MILLBURN MCo PARTNERS L.P.
                        STATEMENT OF FINANCIAL CONDITION
                              AT SEPTEMBER 30, 2002
                                   (UNAUDITED)
ASSETS

   Investments - at fair value (cost - $53,434,460)                             $   83,855,552
   Cash and cash equivalents                                                         9,683,941
   Receivables for investments sold                                                    352,016
                                                                                --------------

       TOTAL                                                                    $   93,891,509
                                                                                ==============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities - Capital contributions received in advance                         $       48,707

Partners' capital:
   General partner                                                                   4,789,846
   Limited partners                                                                 89,052,956
                                                                                --------------

        TOTAL PARTNERS' CAPITAL                                                     93,842,802
                                                                                --------------

TOTAL                                                                           $   93,891,509
                                                                                ==============
THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THIS PARTNERSHIP.

                 See notes to statement of financial condition.

                                      -93-
MILLBURN MCo PARTNERS L.P.
NOTES TO STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
--------------------

1. ORGANIZATION

     Millburn MCo Partners L.P. (the "Partnership"), a general partnership
formed pursuant to the provisions of a General Partnership Agreement, commenced
operations on July 6, 1977. The Partnership converted to a Delaware Limited
Partnership on December 1, 1994. The objective of the Partnership is to achieve
capital appreciation of its assets from its trading activities and its
investments in a diversified portfolio of investment funds. Millburn Ridgefield
Corporation (the "General Partner") has agreed to maintain capital equal to 1%
of Partnership capital.

     The General Partner is a registered "commodity pool operator" and the
Partnership is exempt under Section 4.7 of the Commodity Futures Trading
Commission's general regulations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.   BASIS OF ACCOUNTING

     The Partnership maintains its accounting records on the accrual basis of
accounting and its financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America.
Management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements. Actual results
could differ from those estimates.

     b.   DISSOLUTION OF THE PARTNERSHIP

     The Partnership will terminate on December 31, 2021 or at an earlier date
by withdrawal, insolvency, bankruptcy or dissolution of the General Partner or
any event that shall make it unlawful for the existence of the Partnership to be
continued.

     c.   VALUATION OF SECURITIES

     Securities that are listed on a national securities exchange are valued at
their last sale price on the last business day of the period on the securities
exchange on which such securities are principally traded. If there are no sales
for such securities on the last business day of the period, then the securities
are valued at the mean of the bid and asked prices at the close of trading on
such date. Securities which are not listed on a securities exchange but for
which bid and asked prices are reported on the NASDAQ System are valued at the
last bid price (for long positions) and at the last asked price (for short
positions).

     d.   VALUATION OF LIMITED PARTNERSHIPS

     Investments in limited partnerships are reflected in the financial
statements at fair value which approximates the market value of the underlying
net assets.

     e.   INVESTMENT TRANSACTIONS

     Securities transactions are recorded on a trade date basis.

     f.   FOREIGN CURRENCY

     Investments and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollar amounts at the date of valuation.

     g.   INTERIM FINANCIAL STATEMENT

     In the opinion of management, the unaudited interim financial statement
reflects all adjustments, which were of a normal and recurring nature, necessary
for a fair presentation of financial position as of September 30, 2002.

                                      -94-
MILLBURN MCo PARTNERS L.P.
NOTES TO STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
(CONTINUED)
--------------------

3. INVESTMENTS IN LIMITED PARTNERSHIPS

     The Partnership invests in a diversified portfolio of investment limited
partnerships and offshore investment funds (collectively, the "investment
funds"). These investments are subject to the terms of the respective limited
partnership agreements and private placement memoranda.

     The following table summarizes by investment objective the Partnership's
investments in investment funds at September 30, 2002. At September 30, 2002, no
single investment exceeded 10% of the Partnership's capital.
PERCENTAGE OF          FAIR VALUE AT
                   INVESTMENT OBJECTIVE           PARTNERSHIP'S CAPITAL    SEPTEMBER 30, 2002
Equities:
                  Long/short - U.S.                       36.0%               $  33,805,120
                  Long/short - International               4.7                    4,419,428
                                                        ------                -------------
                     TOTAL                                40.7                   38,224,548
                                                        ------                -------------
                Distressed                                10.7                   10,034,526
                Merger Arbitrage                           9.8                    9,214,141
                Fixed Income Arbitrage                     9.5                    8,838,658
                Global Macro                               7.9                    7,425,635
                Multi-Strategy                             5.7                    5,305,785
                Convertible Arbitrage                      5.1                    4,812,259
                                                        ------                -------------
                     TOTAL                                89.4%               $  83,855,552
                                                        ======                =============
Withdrawals from these investments are subject to the terms of the
respective partnership agreements and offering memoranda. Redemption frequency
from these investments ranges from monthly to an annual basis. Certain
investments have lock-up periods that provide for early withdrawal penalties.

4. PARTNERS' CAPITAL

     Any partner may withdraw from the Partnership at the end of a fiscal year,
by giving advance written notice to the General Partner seventy-five days prior
to withdrawal. Withdrawals other than at year end are at the discretion of the
General Partner. Partners may make contributions at the beginning of any month
with approval by the General Partner.

     On January 2, 2002, the Partnership distributed cash and certain
investments to a newly formed limited liability company, Millburn Equity
Partners LLC (the "LLC"). Partners in the Partnership at December 31, 2001 were
assigned an ownership interest in the LLC, equal to their percentage ownership
in the Partnership at December 31, 2001, adjusted for capital withdrawals
payable as of year-end. The Partnership has no economic or ownership interest in
the LLC. The cash and investments transferred to the LLC had a fair value of
$25,077,037 at December 31, 2001.

5. DERIVATIVE FINANCIAL INSTRUMENTS

     In the normal course of business, the Partnership, and the investment funds
it invests in, trade various financial instruments and enter into various
financial transactions for speculative purposes and to attempt to reduce their
market risk in connection with their normal proprietary trading activities.
These transactions have market risk and credit risk.

     Market risk is the potential adverse change in value caused by unfavorable
movements in interest rates, foreign exchange rates, or market prices of other
financial instruments. In certain cases, the Partnership may use derivative
financial instruments to hedge the market value of other positions. The notional
or contractual amount of

                                      -95-
MILLBURN MCo PARTNERS L.P.
NOTES TO STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
(CONTINUED)
--------------------

derivative financial instruments provides only a measure of the involvement in
these types of transactions and does not represent the amounts subject to market
risk or credit risk.

     Credit risk arises from the failure of the counterparty to perform
according to the terms of the contract. The Partnership's exposure to credit
risk is limited to those contracts in which it currently has a gain outstanding
reduced by such gains received in cash from the daily mark to market mechanism
on exchange traded futures. The counterparties are generally major brokerage
firms and banks located primarily in the United States.

     The Partnership had indirect exposure to market and credit risk from
derivative financial instruments based on its holdings in various investment
funds that trade derivative financial instruments.

                                      -96-
INDEPENDENT AUDITORS' REPORT

The Partners of Millburn MCo Partners L.P.:

We have audited the accompanying statement of financial condition, including the
condensed schedule of investments, of Millburn MCo Partners L.P. (the
"Partnership") as of December 31, 2001, and the related statements of operations
and preferred profit allocation, changes in partners' capital and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such financial statements referred to above present fairly, in
all material respects, the financial position of Millburn MCo Partners L.P. at
December 31, 2001, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.

Deloitte & Touche LLP
New York, New York
May 15, 2002

                                      -97-
MILLBURN MCo PARTNERS L.P.
                        STATEMENT OF FINANCIAL CONDITION
                              AT DECEMBER 31, 2001
ASSETS

   Investments - at fair value (cost - $55,787,136)                             $  98,911,445
   Cash and cash equivalents                                                       11,484,496
   Due from broker                                                                    144,562
   Receivable for investments sold                                                 25,106,335
                                                                                -------------

       TOTAL                                                                    $ 135,646,838
                                                                                =============

 LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
   Capital withdrawals payable                                                  $  13,020,334
   Capital contributions received in advance                                        2,000,000
                                                                                -------------

         TOTAL LIABILITIES                                                      $  15,020,334
                                                                                =============

Partners' capital:
   General partner                                                                  6,150,303
   Limited partners                                                               114,476,211

         TOTAL PARTNERS' CAPITAL                                                  120,626,514
                                                                                -------------

TOTAL                                                                           $ 135,646,848
                                                                                =============
See notes to financial statements.

                                      -98-
MILLBURN MCo PARTNERS L.P.
STATEMENT OF OPERATIONS AND PREFERRED PROFIT ALLOCATION
YEAR ENDED DECEMBER 31, 2001
--------------------
INVESTMENT INCOME:

             Dividends                                                          $       136,206
             Interest                                                                   279,888
                                                                                ---------------

                   TOTAL INCOME                                                         416,094
                                                                                ---------------
          EXPENSES:
             Management fees                                                            131,517
             Administration                                                             327,438
             Interest                                                                    10,524
             Foreign tax expense                                                            719
                                                                                ---------------

                   TOTAL EXPENSES                                                       470,198
                                                                                ---------------

             NET INVESTMENT LOSS                                                        (54,104)
                                                                                ---------------

          REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
             Net realized gain on investments                                        22,916,689
             Net change in unrealized appreciation of investments                   (18,245,355)
                                                                                ---------------

                   NET GAIN ON INVESTMENTS                                            4,671,334
                                                                                ---------------

             NET INCOME                                                               4,617,230

             Less preferred profit allocation to General Partner                        519,715
                                                                                ---------------

                 NET INCOME FOR PRO RATA ALLOCATION TO PARTNERS                 $     4,097,515
                                                                                ===============
See notes to financial statements.

                                      -99-
MILLBURN MCo PARTNERS L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 2001
--------------------
GENERAL             LIMITED
                                                               PARTNER             PARTNERS               TOTAL
Partners' capital - Beginning of Year                          $  5,871,747        $ 126,599,563       $ 132,471,310

  Contributions                                                     327,438
                                                                                         630,172             957,610
  Withdrawals                                                      (800,000)         (16,619,636)        (17,419,636)
  Allocation of net income:
    Preferred profit allocation                                     519,715                    -             519,715
    Pro rata allocation                                             231,403            3,866,112           4,097,515
                                                               ------------        -------------       -------------

Partners' capital - End of year                                $  6,150,303        $ 114,476,211       $ 120,626,514
                                                               ============        =============       =============
See notes to financial statements.

                                     -100-
MILLBURN MCo PARTNERS L.P.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2001
--------------------
Cash flows from operating activities:
  Net income                                                                     $  4,617,230
  Adjustments to reconcile net income to net cash provided by
    operating activities:
    Net change in unrealized appreciation of investments                           18,245,355
    Net realized gains on investments                                             (22,916,689)
    Purchase of investments                                                       (23,447,697)
    Proceeds from sale of investments                                              52,082,221
    Increase in due from broker                                                      (142,462)
    Increase in receivable for investments sold                                   (17,077,415)
    Decrease in due to brokers
                                                                                     (557,905)
                                                                                 ------------

           Net cash provided by operating activities                               10,802,638
                                                                                 ------------

Cash flows from financing activities:
  Capital contributions                                                             2,957,610
  Capital withdrawals (including $4,432,429 accrued in 2000)                       (8,831,731)
                                                                                 ------------

           Net cash used in financing activities                                   (5,874,121)
                                                                                 ------------

Net increase in cash and cash equivalents                                           4,928,517

Cash and cash equivalents, beginning of year                                        6,555,979
                                                                                 ------------

Cash and cash equivalents, end of year                                           $ 11,484,496
                                                                                 ============

Supplemental disclosure of cash flow information -
  Cash paid during the year for interest                                         $     10,524
                                                                                 ============

Supplemental disclosure of noncash financing activity -
  Capital withdrawals accrued but not paid at December 31, 2001                  $ 13,020,334
                                                                                 ============
See notes to financial statements.

                                     -101-
MILLBURN MCo PARTNERS L.P.
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001
--------------------
% OF
                                                                  VALUE        NET ASSETS
Common Stock (14.89%)

  UNITED STATES (14.27%)
    Advertising Services                                       $     29,423       0.02%
    Aerospace/Defense                                               369,307       0.31%
    Apparel Manufacturers                                           175,873       0.15%
    Auto Truck Parts                                                568,474       0.47%
    Batteries/Battery Systems                                        44,482       0.04%
    Beverages                                                        69,000       0.06%
    Broadcast Services/Programming                                  435,625       0.36%
    Building-Heavy Construction                                     149,100       0.12%
    Building Mobil Homes                                            355,490       0.30%
    Building - Maintenance and Service                              100,000       0.08%
    Cable and Television                                            328,588       0.27%
    Chemicals                                                       784,860       0.65%
    Coating/Paint                                                   157,438       0.13%
    Computers - Integrated Services                                  73,720       0.06%
    Containers - Metal/Glass                                         65,900       0.05%
    Diversified Manufacturing                                       213,012       0.18%
    Electric Products Misc.                                         196,900       0.16%
    Electric Integrated                                             172,700       0.14%
    Electronic Components                                            15,900       0.01%
    Electronic Connectors                                            84,600       0.07%
    Filtration Products                                             177,520       0.15%
    Finance - Credit Card                                            71,380       0.06%
    Finance - Investment                                          2,716,480       2.25%
    Finance - Other Services                                            121       0.00%
    Financial Guarantee                                             342,526       0.29%
    Forestry                                                        274,000       0.23%
    Hotels and Motels                                                47,130       0.04%
    Instruments - Controls                                          236,500       0.20%
    Insurance  -  MultiLine                                         377,788       0.32%
    Insurance  -  Property/Casualty Insurance                     1,217,376       1.01%
    Machinery - General Industry                                    129,375       0.11%
    Machinery - Materials                                           215,802       0.18%
    Machinery - Pumps                                               129,830       0.11%
    Medical - Drugs                                                 122,640       0.10%
    Medical - HMO                                                   541,742       0.45%
    Medical - Biomedical                                             89,179       0.07%
(continued)

                                     -102-
MILLBURN MCo PARTNERS L.P.
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001
(CONTINUED)
--------------------
% OF
                                                                  VALUE        NET ASSETS
Metal Processors & Fabrication                             $     98,350       0.08%
    Multimedia                                                    1,027,094       0.85%
    Networking Products                                             613,562       0.51%
    Oil & Gas Drilling                                              945,654       0.78%
    Oil Company Integrated                                          208,500       0.17%
    Power Conversion                                                 11,700       0.01%
    Publishing - Newspapers                                         254,200       0.21%
    Real Estate Operator Developer                                  102,320       0.08%
    Resorts Theme Parks                                             296,504       0.25%
    Retail - Catalog Shopping                                        26,600       0.02%
    Retail - Department Stores                                      148,500       0.12%
    Retail - Restaurants                                            171,488       0.14%
    Retail - Apparel                                                505,091       0.42%
    Semiconductors                                                  119,950       0.10%
    Steel Products                                                    4,620       0.00%
    Telecom - Cellular Telecom                                      107,566       0.09%
    Telecom - Wireless Equipment                                    185,025       0.15%
    Telecom Services                                                115,396       0.10%
    Telephone - Integrated                                          677,554       0.56%
    Transport - Air Freight                                         345,565       0.29%
    Transport - Equipment                                            65,040       0.05%
    Waste Disposal                                                  106,000       0.09%
                                                               ------------

      Total United States (cost $10,225,021)                     17,216,060
                                                               ------------

  CANADA (0.28%)
    Oil & Gas Drilling                                              211,724       0.18%
    Telecom - Cellular Telecom                                      120,900       0.10%
                                                               ------------

      Total Canada (cost $326,319)                                  332,624
                                                               ------------

  EASTERN EUROPE (0.00%)
    Diversified Operations (cost $3,000)                              4,230       0.00%
                                                               ------------

  GERMANY (0.10%)
    Telephone - Integrated (cost $181,302)                          123,978       0.10%
                                                               ------------

  JAPAN (0.17%)
    Insurance Property/Casualty (cost $257,710)                     204,350       0.17%
                                                               ------------
(continued)

                                     -103-
MILLBURN MCo PARTNERS L.P.
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001
(CONTINUED)
--------------------
% OF
                                                                  VALUE        NET ASSETS
United Kingdom (0.07%)
    Beverages                                                  $     69,405       0.06%
      Telecom Services                                               14,810       0.01%
        Total United Kingdom (cost $87,633)                          84,215
                                                               ------------

        Total common stock (cost $11,080,985)                    17,965,457
                                                               ------------

Preferred Stock
  AUSTRALIA (0.55%)
    Multimedia (cost $191,376)                                      661,500       0.55%
                                                               ------------

Bonds
  UNITED STATES (0.21%)
    Building and Construction Materials (cost $212,423)             248,800       0.21%
                                                               ------------

Investments in limited partnerships
  and offshore investment funds (66.35%)
    Convertible Arbitrage                                         4,970,484       4.12%
    Distressed                                                    7,406,863       6.14%
    Fixed Income Arbitrage                                        7,026,026       5.82%
    Global Macro                                                  9,751,322       8.08%
    International Equities                                        3,232,426       2.68%
    Long/Short Equities
       Lone Redwood, LP                                           6,092,484       5.05%
       Other                                                     25,157,602      20.86%
                                                               ------------

       Total Long/Short Equities                                 31,250,086
                                                               ------------

    Merger Arbitrage                                             10,875,925       9.02%
    Multi-Strategy                                                5,522,566       4.58%
                                                               ------------

Total investments in limited partnerships
  and offshore investment funds (cost $44,302,352)               80,035,698
                                                               ------------

Total (cost $55,787,136)                                       $ 98,911,455
                                                               ============
(concluded)

                       See notes to financial statements.

                                     -104-
MILLBURN MCo PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001
--------------------

1. ORGANIZATION

     Millburn MCo Partners L.P. (the "Partnership"), a general partnership
formed pursuant to the provisions of a General Partnership Agreement, commenced
operations on July 6, 1977. The Partnership converted to a Delaware Limited
Partnership on December 1, 1994. The objective of the Partnership is to achieve
capital appreciation of its assets from its trading activities and its
investments in a diversified portfolio of investment funds and managed accounts.
Millburn Ridgefield Corporation (the "General Partner") has agreed to maintain
capital equal to 1% of Partnership capital. The General Partner is a registered
"commodity pool operator" and the Partnership is exempt under Section 4.7 of the
Commodity Futures Trading Commission's general regulations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.   BASIS OF ACCOUNTING

     The Partnership maintains its accounting records on the accrual basis of
accounting and its financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America.
Management is required to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses, as well as the
disclosure of contingent assets and liabilities at the date of the financial
statements and during the reporting period. However, actual results could differ
from those estimates.

     b.   ISSOLUTION OF THE PARTNERSHIP

     The Partnership will terminate on December 31, 2021 or at an earlier date
by withdrawal, insolvency, bankruptcy or dissolution of the General Partner or
any event that shall make it unlawful for the existence of the Partnership to be
continued.

     c.   ALLOCATION OF PARTNERSHIP PROFITS AND LOSSES

     Profits and losses of the Partnership are allocated to partners in
proportion to their respective interests in the Partnership, except for the
preferred profit allocation to the General Partner.

     d.   VALUATION OF SECURITIES

     Securities that are listed on a national securities exchange are valued at
their last sale price on the last business day of the period on the securities
exchange on which such securities are principally traded. If there are no sales
for such securities on the last business day of the period, then the securities
are valued at the mean of the bid and asked prices at the close of trading on
such date. Securities which are not listed on a securities exchange but for
which bid and asked prices are reported on the NASDAQ System are valued at the
last bid price (for long positions) and at the last asked price (for short
positions).

     e.   VALUATION OF LIMITED PARTNERSHIPS

     Investments in limited partnerships are reflected in the financial
statements at fair value which approximates the market value of the underlying
net assets. The resulting difference between cost and fair value is reflected in
net change in unrealized appreciation of investments.

     f.   INVESTMENT TRANSACTIONS

     Securities transactions are recorded on a trade date basis. Dividend income
is recognized on the ex-dividend date and interest income is recognized on an
accrual basis. Discounts and premiums on debt securities purchased are amortized
over the life of the respective securities.

     From time to time, the Partnership enters into transactions in futures
contracts that are used for hedging and non-hedging purposes. Contracts that
trade on an exchange are valued at market value. Realized and unrealized changes
in fair values are recognized in the Statement of Operations and Preferred
Profit Allocation. The Partnership did not trade any futures contracts during
2001.

                                     -105-
MILLBURN MCo PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001
(CONTINUED)
--------------------

     g.   FOREIGN CURRENCY

     Investments and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollar amounts at the date of valuation.
Purchases and sales of investments and income and expense items denominated in
foreign currencies are translated into U.S. dollar amounts on the respective
dates of such transactions.

     The Partnership does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates. Such fluctuations are included
in the net realized and unrealized gain or loss on investments.

     h.   OPERATING EXPENSES

     The Partnership pays all operating and administrative expenses provided
that these expenses will not be assessed against any Partner's capital account
in excess of .25 of 1% per annum of the average month-end Net Assets in each
Partner's capital account. The General Partner will pay any additional operating
and administrative expenses.

     i.   CASH FLOW

     For purposes of cash flow reporting, the Partnership considers short-term
investments with a maturity of three months or less to be cash equivalents.

     j.   INCOME TAXES

     The Partnership is not subject to Federal and state income taxes, therefore
a provision for income taxes has not been recorded in the financial statements.
The partners include their representative share of taxable Partnership profits
or losses in their individual tax returns.

3. INVESTMENTS IN LIMITED PARTNERSHIPS AND MANAGED ACCOUNTS

     The Partnership invests in a diversified portfolio of investment limited
partnerships, offshore investment funds and managed accounts (collectively, the
"investment funds"). These investments are subject to the terms of the
respective limited partnership agreements, private placement memoranda and
managed account agreements.

     Income and loss from investments is net of the Partnership's proportionate
share of fees and expenses incurred or charged by these funds. During 2001,
management fees charged by these investment funds ranged from zero to two
percent of net assets annually, and performance based fees ranged from zero to
twenty percent of net profits earned annually.

     The following table summarizes by investment objective the Partnership's
investments in investment funds at December 31, 2001. At December 31, 2001, no
single investment exceeded 10% of the Partnership's capital.
FEES
   INVESTMENT OBJECTIVE          PERCENTAGE OF         FAIR VALUE AT      2001 INCOME     ----------------------------
                             PARTNERSHIP'S CAPITAL   DECEMBER 31, 2001      (LOSS)          MANAGEMENT     INCENTIVE
Equities:
Long/short                           25.9%             $  31,250,086     $ (2,744,628)    $     451,593   $    761,251
Long biased                          15.7                 18,875,756          761,841           131,517              -
International                         2.7                  3,232,426         (790,588)                -              -
                                  -------              -------------     ------------     -------------   ------------
   TOTAL                             44.3                 53,358,268       (2,773,375)          583,110        761,251
                                  -------              -------------     ------------     -------------   ------------
Merger Arbitrage                      9.0                 10,875,925          679,991           121,865        152,048
Global Macro                          8.1                  9,751,322        4,354,579           160,574      1,067,078
Distressed                            6.1                  7,406,863          827,275           129,647        260,454
Fixed Income Arbitrage                5.8                  7,026,026          810,793           100,544        291,104
Multi-Strategy                        4.6                  5,522,566          303,580           111,304         98,373
Convertible Arbitrage                 4.1                  4,970,485          468,491            61,037        117,124
                                  -------              -------------     ------------     -------------   ------------
  TOTAL                              82.0%             $  98,911,455     $  4,671,334     $   1,268,081   $  2,742,432
                                  =======              =============     ============     =============   ============
-106-
MILLBURN MCo PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001
(CONTINUED)
--------------------

     Withdrawals from these investments are subject to the terms of the
respective partnership, offering memoranda or managed account agreements.
Redemption frequency from these investments ranges from daily to an annual
basis. Certain investments have lock-up periods that provide for early
withdrawal penalties.

4. PARTNERS' CAPITAL

     As of the end of each calendar month, the change in the Net Asset Value of
the Partnership from the first business day of such month shall be allocated pro
rata among the Partners based on the respective balance in each Partner's
capital account, except for the preferred profit allocation to the General
Partner.

     The General Partner shall receive a monthly preferred profit allocation
equal to 1/12 of 1% of the Net Asset Value of each limited partners capital
account, not affiliated with the General Partner, at the end of each calendar
month, after reduction for all expenses accrued but without reduction for any
withdrawals as of each such date.

     The monthly preferred profit allocation shall be deducted from the
respective capital accounts of the Limited Partners and shall be pro rated for
partial months. The General Partner may waive, in the case of the capital
accounts of certain affiliated limited partners, all or a portion of its
preferred profit allocation.

     Any partner may withdraw from the Partnership at the end of a fiscal year,
by giving advance written notice to the General Partner seventy-five days prior
to withdrawal. Withdrawals other than at year end are at the discretion of the
General Partner. Partners may make contributions at the beginning of any month
with approval by the General Partner.

5. DERIVATIVE FINANCIAL INSTRUMENTS

In the normal course of business, the Partnership, and the investment funds it
invests in, trade various financial instruments and enter into various financial
transactions for speculative purposes and to attempt to reduce their market risk
in connection with their normal proprietary trading activities. These
transactions have market risk and credit risk.

     Market risk is the potential adverse change in value caused by unfavorable
movements in interest rates, foreign exchange rates, or market prices of other
financial instruments. In certain cases, the Partnership may use derivative
financial instruments to hedge the market value of other positions. The notional
or contractual amount of derivative financial instruments provides only a
measure of the involvement in these types of transactions and does not represent
the amounts subject to market risk or credit risk. Credit risk arises from the
failure of the counterparty to perform according to the terms of the contract.
The Partnership's exposure to credit risk is limited to those contracts in which
it currently has a gain outstanding reduced by such gains received in cash from
the daily mark to market mechanism on exchange traded futures. The
counterparties are generally major brokerage firms and banks located primarily
in the United States.

     The Partnership had indirect exposure to market and credit risk from
derivative financial instruments based on its holdings in various investment
funds that trade derivative financial instruments. The Partnership's potential
loss in all cases is limited to the capital invested in these investment funds.

                                     -107-
MILLBURN MCo PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001
(CONTINUED)
--------------------

6. FINANCIAL HIGHLIGHTS

     The revised Audit and Accounting Guide, AUDITS OF INVESTMENT COMPANIES (the
"Revised Guide"), requires disclosure of an investment partnership's return, as
well as ratios of expenses and net investment income to average net assets. The
Partnership has adopted the disclosures required by the Revised Guide. The
following are the financial highlights of the Partnership for the year ended
December 31, 2001:
Limited Partners
Total return, before preferred profit allocation(1)(3)                         3.6%
         Less preferred profit allocation                                              (0.4%)
                                                                                       ----
         Total return, after preferred profit allocation(1)(3)                          3.2%
                                                                                       ====

         Ratios to average net assets:
             Ratio of net investment loss(2)(4)                                         0.0%
                                                                                       ====
             Expense ratio:(2)(4)
                 Expenses (including interest expense)                                  0.4%
                 Preferred profit allocation                                            0.4%
                                                                                       ----
                 Total expenses and preferred profit allocation                         0.8%
                                                                                       ====
(1) The total return is calculated for the limited partners taken as a
whole. Total return is measured by comparing the ending capital value of the
limited partners to the beginning capital value of such limited partners
adjusted for cash flows related to capital contributions or redemptions during
the period. Returns are geometrically linked based on the timing of cash flow
transactions during the period. An individual investor's return may vary from
these returns based on timing of capital transactions and differences in
preferred profit allocation arrangements.

     (2) The ratios of net investment loss and expenses and preferred profit
allocation to average net assets are calculated based on the monthly average of
total limited partners' capital. The computation of such ratios based on the
amount of net investment loss and expenses assessed to an individual partner's
capital account may vary from these ratios based on the timing of capital
transactions. The ratio of expenses and preferred profit allocation to average
net assets for each partner may also vary based on differences in preferred
profit allocation arrangements. The ratio of net investment loss to average net
assets has not been adjusted to reflect the effect of the preferred profit
allocation.

     (3) The total return is net of the incentive fees charged by the investment
funds the Partnership invests in.

     (4) The ratios of net investment loss and expenses to average net assets
have not been adjusted for the Partnership's proportionate share of investment
income earned, and expenses and incentive fees charged or incurred by the
investment funds the Partnership invests in.

7. SUBSEQUENT EVENTS

     On January 2, 2002, the Partnership distributed cash and certain
investments to a newly formed limited liability company, Millburn Equity
Partners LLC (the "LLC"). Partners in the Partnership at December 31, 2001 were
assigned an ownership interest in the LLC, equal to their percentage ownership
in the Partnership at December 31, 2001, adjusted for capital withdrawals
payable as of year-end. The Partnership has no economic or ownership interest in
the LLC. The cash and investments transferred to the LLC had a fair value of
$25,077,037 at December 31, 2001.

     The Partnership had contributions of approximately $2,640,000 in the first
quarter of 2002.

                                     -108-
EXHIBIT A

                               GLOBAL MACRO TRUST

                              AMENDED AND RESTATED

                    DECLARATION OF TRUST AND TRUST AGREEMENT

                            DATED AS OF APRIL 1, 2002

II- PAGE
GLOBAL MACRO TRUST

                              AMENDED AND RESTATED

                    DECLARATION OF TRUST AND TRUST AGREEMENT

                                TABLE OF CONTENTS
Page
                                                                                           ----
1.    Declaration of Trust....................................................................1
2.    The Trustee.............................................................................1
      (a)      TERM; RESIGNATION..............................................................1
      (b)      POWERS.........................................................................2
      (c)      COMPENSATION AND EXPENSES OF THE TRUSTEE.......................................2
      (d)      INDEMNIFICATION................................................................2
      (e)      SUCCESSOR TRUSTEE..............................................................2
      (f)      LIABILITY OF THE TRUSTEE.......................................................3
      (g)      RELIANCE BY THE TRUSTEE AND THE MANAGING OWNER; ADVICE OF COUNSEL..............3
      (h)      NOT PART OF TRUST ESTATE.......................................................4
3.    Principal Office........................................................................4
4.    Business................................................................................4
5.    Term, Dissolution, Fiscal Year and Net Asset Value......................................4
      (a)      TERM...........................................................................4
      (b)      DISSOLUTION....................................................................5
      (c)      FISCAL YEAR....................................................................5
      (d)      NET ASSET VALUE................................................................5
6.    Net Worth of Managing Owner.............................................................5
7.    Capital Contributions; Units; Managing Owner's Liability................................6
      (a)      TYPES OF BENEFICIAL INTERESTS..................................................6
      (b)      MANAGING OWNER'S LIABILITY.....................................................6
      (c)      NO CERTIFICATES................................................................6
      (d)      UNITHOLDER CONSENT.............................................................6
8.    Allocation of Profits and Losses........................................................6
      (a)      CAPITAL ACCOUNTS AND ALLOCATIONS...............................................6
      (b)      ALLOCATION OF PROFIT AND LOSS FOR FEDERAL INCOME TAX PURPOSES..................8
      (c)      PROFIT SHARE; NEW PROFITS MEMO ACCOUNT........................................10
      (d)      EXPENSES; INTEREST INCOME.....................................................10
      (e)      LIMITED LIABILITY OF UNITHOLDERS..............................................11
      (f)      RETURN OF CAPITAL CONTRIBUTIONS...............................................12
9.    Management of the Trust................................................................12
      (a)      AUTHORITY OF THE MANAGING OWNER...............................................12
      (b)      NOTIFICATION OF BASIC CHANGES.................................................12
      (c)      CERTAIN AGREEMENTS............................................................12
      (d)      FIDUCIARY DUTIES..............................................................12
      (e)      BROKERAGE ARRANGEMENTS........................................................13
      (f)      PROHIBITED ACTIVITIES.........................................................13
      (g)      FREEDOM OF ACTION.............................................................13
10.   Audits and Reports to Unitholders......................................................13
11.   Assignability of Units.................................................................14
12.   Redemptions............................................................................15
13.   Offering of Units......................................................................16
14.   Special Power of Attorney..............................................................17
15.   Withdrawal of a Unitholder.............................................................17
16.   Benefit Plan Investors.................................................................18
-i-
17.   Standard of Liability; Indemnification.................................................18
      (a)      STANDARD OF LIABILITY FOR THE MANAGING OWNER..................................18
      (b)      INDEMNIFICATION OF THE MANAGING OWNER BY THE TRUST............................18
      (c)      INDEMNIFICATION BY THE UNITHOLDERS............................................19
18.   Amendments; Meetings...................................................................19
      (a)      AMENDMENTS WITH CONSENT OF THE MANAGING OWNER.................................19
      (b)      AMENDMENTS AND ACTIONS WITHOUT CONSENT OF THE MANAGING OWNER..................20
      (c)      MEETINGS; OTHER...............................................................20
      (d)      CONSENT BY TRUSTEE............................................................20
19.   Governing Law..........................................................................21
20.   Miscellaneous..........................................................................21
      (a)      NOTICES.......................................................................21
      (b)      BINDING EFFECT................................................................21
      (c)      CAPTIONS......................................................................21
21.   Certain Definitions....................................................................21
22.   No Legal Title to Trust Estate.........................................................23
23.   Legal Title............................................................................23
24.   Creditors..............................................................................23

      Testimonium
      Signatures

      Schedule A - Certificate of Trust...................................................TA-25

      Annex - Request for Redemption.......................................................RR-1
-ii-
GLOBAL MACRO TRUST

                              AMENDED AND RESTATED
                    DECLARATION OF TRUST AND TRUST AGREEMENT

          This AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
("Declaration of Trust") of GLOBAL MACRO TRUST (the "Trust") is made and entered
into as of this 1st day of April, 2002 by and among MILLBURN RIDGEFIELD
CORPORATION, a Delaware corporation, as managing owner (the "Managing Owner"),
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the
"Trustee"), and each other party who shall execute a counterpart of this
Declaration of Trust as an owner of a unit ("Unit") of beneficial interest of
the Trust or who becomes a party to this Declaration of Trust as a Unitholder by
execution of a Subscription Agreement and Power of Attorney Signature Page or
otherwise and who is shown in the books and records of the Trust as a Unitholder
(individually, a "Unitholder" and, collectively, the "Unitholders").

                              W I T N E S S E T H:

          WHEREAS, the parties hereto desire to continue the Trust for the
business and purpose of issuing Units, the capital of which shall be used to
engage in speculative trading, buying, selling or otherwise acquiring, holding
or disposing of futures and forward contracts on currencies, interest rate,
energy and agricultural products, metals and stock indices, hybrid instruments,
swaps, any rights pertaining thereto and any options thereon or on physical
commodities, with the objective of capital appreciation through speculative
trading, and to amend and restate the original Declaration of Trust and Trust
Agreement of the Trust in its entirety.

          NOW THEREFORE, the parties hereto agree as follows:

          2.      DECLARATION OF TRUST.

          The Trustee hereby declares the investments in the Trust shall be held
in trust upon and subject to the conditions set forth herein for the use and
benefit of the Unitholders. It is the intention of the parties hereto that the
Trust shall be a business trust under the Act, and that this Declaration of
Trust shall constitute the governing instrument of the Trust. The Trustee has
filed the Certificate of Trust required by Section 3810 of the Delaware Business
Trust Act, 12 DEL. C. SECTION 3801, et seq., as amended from time to time (the
"Act").

          Nothing in this Declaration of Trust shall be construed to make the
Unitholders partners or members of a joint stock association except to the
extent that such Unitholders, as constituted from time to time, are deemed to be
partners under the Internal Revenue Code of 1986, as amended (the "Code"), and
applicable state and local tax laws. Notwithstanding the foregoing, it is the
intention of the parties hereto that the Trust be treated as a partnership for
purposes of taxation under the Code and applicable state and local tax laws.
Effective as of the date hereof, the Trustee shall have all of the rights,
powers and duties set forth herein and in the Act with respect to accomplishing
the purposes of the Trust.

          3.      THE TRUSTEE.

          (a)     TERM; RESIGNATION. (i) Wilmington Trust Company has been
appointed and has agreed to serve as the Trustee of the Trust. The Trust shall
have only one trustee unless otherwise determined by the Managing Owner. The
Trustee shall serve until such time as the Managing Owner removes the Trustee or
the Trustee resigns and a successor Trustee is appointed by the Managing Owner
in accordance with the terms of Section 2(e) hereof.

          (ii)    The Trustee may resign at any time upon the giving of at least
sixty (60) days' advance written notice to the Managing Owner; provided, that
such resignation shall not become effective unless and until a successor Trustee
shall have been appointed by the Managing Owner in accordance with Section 2(e)
hereof. If the

                                      TA-1
Managing Owner does not act within such sixty (60) day period, the Trustee may
apply to the Court of Chancery of the State of Delaware for the appointment of a
successor Trustee.

          (b)     POWERS. Except to the extent expressly set forth in this
Section 2, the duty and authority of the Trustee to manage the business and
affairs of the Trust are hereby delegated to the Managing Owner. The Trustee
shall have only the rights, obligations or liabilities specifically provided for
herein and in the Act and shall have no implied rights, obligations or
liabilities with respect to the business or affairs of the Trust. The Trustee
shall have the power and authority to execute, deliver, acknowledge and file all
necessary documents, including any amendments to or cancellation of the
Certificate of Trust, and to maintain all necessary records of the Trust as
required by the Act. The Trustee shall provide prompt notice to the Managing
Owner of its performance of any of the foregoing. The Managing Owner shall keep
the Trustee informed of any actions taken by the Managing Owner with respect to
the Trust that affect the rights, obligations or liabilities of the Trustee
hereunder or under the Act.

          (c)     COMPENSATION AND EXPENSES OF THE TRUSTEE. The Trustee shall be
entitled to receive from the Trust or, if the assets of the Trust are
insufficient, from the Managing Owner reasonable compensation for its services
hereunder in accordance with a separate fee agreement between the Managing Owner
and the Trustee, and shall be entitled to be reimbursed by the Trust or, if the
assets of the Trust are insufficient, by the Managing Owner for reasonable
out-of-pocket expenses incurred by the Trustee in the performance of its duties
hereunder, including without limitation, the reasonable compensation,
out-of-pocket expenses and disbursements of counsel and such other agents as the
Trustee may employ in connection with the exercise and performance of its rights
and duties hereunder, to the extent attributable to the Trust.

          (d)     INDEMNIFICATION. The Managing Owner agrees, whether or not any
of the transactions contemplated hereby shall be consummated, to assume
liability for, and does hereby indemnify, protect, save and keep harmless the
Trustee and its successors, assigns, legal representatives, officers, directors,
agents, employees and servants (the "Indemnified Parties") from and against any
and all liabilities, obligations, losses, damages, penalties, taxes (excluding
any taxes payable by the Trustee on or measured by any compensation received by
the Trustee for its services hereunder or as indemnity payments pursuant to this
Section 2(d)), claims, actions, suits, costs, expenses or disbursements
(including legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses"), which may be imposed on, incurred by or asserted
against the Indemnified Parties in any way relating to or arising out of the
formation, operation or termination of the Trust, the execution, delivery and
performance of any other agreements to which the Trust is a party or the action
or inaction of the Trustee hereunder or thereunder, except for Expenses
resulting from the gross negligence or willful misconduct of the Indemnified
Parties. The indemnities contained in this Section 2(d) shall survive the
termination of this Declaration of Trust or the removal or resignation of the
Trustee. In addition, the Indemnified Parties shall be entitled to
indemnification from any cash, net equity in any commodity futures, forward and
option contracts, all funds on deposit in the accounts of the Trust, any other
property held by the Trust, and all proceeds therefrom, including any rights of
the Trust pursuant to any agreements to which the Trust is a party (the "Trust
Estate") to the extent such expenses are attributable to the formation,
operation or termination of the Trust as set forth above, and to secure the same
the Trustee shall have a lien against the Trust Estate which shall be prior to
the rights of the Managing Owner and the Unitholders to receive distributions
from the Trust Estate. The Trustee nevertheless agrees that it will, at its own
cost and expense, promptly take all action as may be necessary to discharge any
liens on any part of the Trust Estate which result from claims against the
Trustee personally that are not related to the ownership or the administration
of the Trust Estate or the transactions contemplated by any documents to which
the Trust is a party.

          (e)     SUCCESSOR TRUSTEE. Upon the resignation or removal of the
Trustee, the Managing Owner shall appoint a successor Trustee by delivering a
written instrument to the outgoing Trustee. Any successor Trustee must satisfy
the requirements of Section 3807 of the Act. Any resignation or removal of the
Trustee and appointment of a successor Trustee shall not become effective until
a written acceptance of appointment is delivered by the successor Trustee to the
outgoing Trustee and the Managing Owner and any fees and expenses due to the
outgoing Trustee are paid. Following compliance with the preceding sentence, the
successor Trustee shall become fully vested with all of the rights, powers,
duties and obligations of the outgoing Trustee under this Declaration of Trust,
with like effect as if originally named as Trustee, and the outgoing Trustee
shall be discharged of its duties and obligations under this Declaration of
Trust.

                                      TA-2
(f)     LIABILITY OF THE TRUSTEE. Except as otherwise provided in this
Section 2, in accepting the trust created hereby, Wilmington Trust Company acts
solely as Trustee hereunder and not in its individual capacity, and all persons
having any claim against the Trustee by reason of the transactions contemplated
by this Declaration of Trust and any other agreement to which the Trust is a
party shall look only to the Trust Estate for payment or satisfaction thereof.
The Trustee shall not be liable or accountable hereunder or under any other
agreement to which the Trust is a party, except for the Trustee's own gross
negligence or willful misconduct. In particular, but not by way of limitation:

          (i)     the Trustee shall have no liability or responsibility for the
     validity or sufficiency of this Declaration of Trust or for the form,
     character, genuineness, sufficiency, value or validity of the Trust Estate;

          (ii)    the Trustee shall not be liable for any actions taken or
     omitted to be taken by it in accordance with the instructions of the
     Managing Owner;

          (iii)   the Trustee shall not have any liability for the acts or
     omissions of the Managing Owner;

          (iv)    the Trustee shall not be liable for its failure to supervise
     the performance of any obligations of the Managing Owner, any commodity
     broker or any selling agent;

          (v)     no provision of this Declaration of Trust shall require the
     Trustee to expend or risk funds or otherwise incur any financial liability
     in the performance of any of its rights or powers hereunder if the Trustee
     shall have reasonable grounds for believing that repayment of such funds or
     adequate indemnity against such risk or liability is not reasonably assured
     or provided to it;

          (vi)    under no circumstances shall the Trustee be liable for
     indebtedness evidenced by or other obligations of the Trust arising under
     this Declaration of Trust or any other agreements to which the Trust is a
     party;

          (vii)   the Trustee shall be under no obligation to exercise any of
     the rights or powers vested in it by this Declaration of Trust, or to
     institute, conduct or defend any litigation under this Declaration of Trust
     or any other agreements to which the Trust is a party, at the request,
     order or direction of the Managing Owner or any Unitholders unless the
     Managing Owner or such Unitholders have offered to the Trustee security or
     indemnity satisfactory to it against the costs, expenses and liabilities
     that may be incurred by the Trustee (including, without limitation, the
     reasonable fees and expenses of its counsel) therein or thereby; and

          (viii)  notwithstanding anything contained herein to the contrary, the
     Trustee shall not be required to take any action in any jurisdiction other
     than in the State of Delaware if the taking of such action will (a) require
     the consent or approval or authorization or order of or the giving of
     notice to, or the registration with or taking of any action in respect of,
     any state or other governmental authority or agency of any jurisdiction
     other than the State of Delaware, (b) result in any fee, tax or other
     governmental charge under the laws of any jurisdiction or any political
     subdivision thereof in existence as of the date hereof other than the State
     of Delaware becoming payable by the Trustee or (c) subject the Trustee to
     personal jurisdiction other than in the State of Delaware for causes of
     action arising from personal acts unrelated to the consummation by the
     Trustee of the transactions contemplated hereby.

          (g)     RELIANCE BY THE TRUSTEE AND THE MANAGING OWNER; ADVICE OF
COUNSEL. (i) In the absence of bad faith, the Trustee and the Managing Owner may
conclusively rely upon certificates or opinions furnished to the Trustee or the
Managing Owner and conforming to the requirements of this Declaration of Trust
in determining the truth of the statements and the correctness of the opinions
contained therein, and shall incur no liability to anyone in acting on any
signature, instrument, notice, resolution, request, consent, order, certificate,
report, opinion, bond or other document or paper which is believed to be genuine
and believed to be signed by the proper party or parties, and need not
investigate any fact or matter pertaining to or in any such document; provided,
however, that the Trustee or the Managing Owner shall have examined any
certificates or opinions so as to determine compliance

                                      TA-3
of the same with the requirements of this Declaration of Trust. The Trustee or
the Managing Owner may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of the determination
of which is not specifically prescribed herein, the Trustee or the Managing
Owner may for all purposes hereof rely on a certificate, signed by the president
or any vice-president or by the treasurer or other authorized officers of the
relevant party, as to such fact or matter, and such certificate shall constitute
full protection to the Trustee or the Managing Owner for any action taken or
omitted to be taken by either of them in good faith in reliance thereon.

          (ii)    In the exercise or administration of the trust hereunder and
in the performance of its duties and obligations under this Declaration of
Trust, the Trustee, at the expense of the Trust, (i) may act directly or through
its agents, attorneys, custodians or nominees pursuant to agreements entered
into with any of them, and the Trustee shall not be liable for the conduct or
misconduct of such agents, attorneys, custodians or nominees if such agents,
attorneys, custodians or nominees shall have been selected by the Trustee with
reasonable care and (ii) may consult with counsel, accountants and other skilled
professionals to be selected with reasonable care by the Trustee; provided that
the Trustee shall not allocate any of its internal expenses or overhead to the
account of the Trust. The Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the opinion or advice
of any such counsel, accountant or other such persons.

          (h)     NOT PART OF TRUST ESTATE. Amounts paid to the Trustee from the
Trust Estate, if any, pursuant to this Section 2 shall not be deemed to be part
of the Trust Estate immediately after such payment.

          4.      PRINCIPAL OFFICE.

          The address of the principal office of the Trust is c/o the Managing
Owner, 411 West Putnam Avenue, Greenwich, Connecticut 06830; telephone: (203)
625-7554. The Trustee is located at Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.
The Trustee shall receive service of process on the Trust in the State of
Delaware at the foregoing address. In the event Wilmington Trust Company resigns
or is removed as the Trustee, the Trustee of the Trust in the State of Delaware
shall be the successor Trustee.

          5.      BUSINESS.

          The Trust's business and purpose is to engage in speculative trading,
buying, selling or otherwise acquiring, holding or disposing of futures and
forward contracts on currencies, interest rate, energy and agricultural
products, metals, stock and stock indices, hybrid instruments, swaps, any rights
pertaining thereto and any options thereon or on physical commodities, and to
engage in all activities necessary, convenient or incidental thereto. The
objective of the Trust's business is appreciation of its assets through
speculative trading. The Trust shall have the power to engage in all activities
which are necessary, suitable, desirable, convenient or incidental to the
accomplishment to the foregoing business and purposes. The Trust shall do so
under the direction of the Managing Owner.

          6.      TERM, DISSOLUTION, FISCAL YEAR AND NET ASSET VALUE.

          (a)     TERM. The term of the Trust commenced on the day on which the
Certificate of Trust was filed with the Secretary of State of the State of
Delaware pursuant to the provisions of the Act and shall end upon the first to
occur of the following: (1) December 31, 2031; (2) receipt by the Managing Owner
of an approval to dissolve the Trust at a specified time by Unitholders owning
Units representing more than fifty percent (50%) of the total number of
outstanding Units then owned by Unitholders, notice of which is sent by
certified mail return receipt requested to the Managing Owner not less than 90
days prior to the effective date of such dissolution; (3) death, insanity,
bankruptcy, retirement, resignation, expulsion, withdrawal, insolvency or
dissolution of the Managing Owner or any other event that causes the Managing
Owner to cease to be a managing owner unless, (i) at the time of such event
there is at least one remaining managing owner of the Trust who carries on the
business of the Trust (and each remaining managing owner of the Trust is hereby
authorized to carry on the business of the Trust in such an event), or (ii)
within 90 days after such event Unitholders owning at least fifty percent (50%)
of the total number of outstanding Units then owned by Unitholders agree in
writing to continue the business of the Trust and to

                                      TA-4
the appointment, effective as of the date of such event, of one or more managing
owners of the Trust pursuant to the terms of Sections 18(b) and 18(c); (4) a
decline in the aggregate Net Assets of the Trust to less than $250,000; (5) a
decline in the Net Asset Value per Unit to $250 or less; (6) dissolution of the
Trust pursuant hereto; or (7) any other event which shall make it unlawful for
the existence of the Trust to be continued or shall require termination of the
Trust.

          (b)     DISSOLUTION. Upon the occurrence of an event causing the
dissolution of the Trust, the Trust shall be dissolved and its affairs wound up.
Upon dissolution, the New Profits Memo Account will be added to the Managing
Owner's capital account.

          Upon the dissolution of the Trust, the Managing Owner (or, if the
Managing Owner has withdrawn, such person as the Unitholders may, by majority
vote of the Units, select) shall wind up the Trust's affairs and, in connection
therewith, shall distribute the Trust's assets in the following manner and
order:

          (i)     FIRST TO pay or make reasonable provision to pay (all claims
of the Trustee and then all other claims and obligations, including all
contingent, conditional or unmatured claims and obligations, for which the
Managing Owner (or its successor) may create a reserve, known to the Trust
(including claims of Unitholders) and all claims and obligations which are known
to the Trust but for which the identity of the claimant is unknown; and

          (ii)    SECOND TO distribution in cash of the remaining assets to the
Unitholders in proportion to their capital accounts, after giving effect to the
allocations pursuant to Section 8 hereof as if the date of distribution were the
end of a calendar year.

          (c)     FISCAL YEAR. The fiscal year of the Trust shall begin on
January 1 of each year and end on the following December 31.

          (d)     NET ASSET VALUE. The Net Assets of the Trust are its assets
less its liabilities determined in accordance with generally accepted accounting
principles. If a futures, forward or other contract cannot be liquidated on the
day with respect to which Net Assets are being determined, the settlement price
on the first subsequent day on which the contract can be liquidated shall be the
basis for determining the liquidating value of such contract for such day, or
such other value as the Managing Owner may deem fair and reasonable. The
liquidating value of a commodity futures or option contract not traded on a
United States commodity exchange shall mean its liquidating value as determined
by the Managing Owner on a basis consistently applied for each different variety
of contract.

          The Brokerage Fee shall be charged (other than to the Managing Owner's
capital account) at the basic rate of 7.0% per annum of the average month-end
Net Assets of the Trust (prior to reduction for accrued but unpaid fees)
allocable to the Unitholders (but not to the Managing Owner's capital account),
and additional Units shall be allocated to Unitholders subject to reduced
Brokerage Fees as described in Section 8(a)(3) hereof. Brokerage Fees, accrued
as well as paid, shall reduce Net Asset Value.

          Accrued Profit Shares (as described in Section 8 hereof) shall reduce
Net Asset Value, even though such Profit Shares may never, in fact, be paid.
Accrued Profit Shares shall be calculated on a basis which reflects any
aggregate New Trading Profit (as defined), accrued equally in respect of all
outstanding Units (except as necessary to reflect the difference in the
Brokerage Fees charged certain Unitholders) but not in respect of the Managing
Owner's capital account or the New Profits Memo Account (see Section 8(a)).

          7.      NET WORTH OF MANAGING OWNER.

          The Managing Owner agrees that at all times so long as it remains
managing owner of the Trust, it will maintain its Net Worth at an amount not
less than the greater of $50,000 or 5% of the total contributions to the Trust
and to all other entities of which it is managing owner or general partner. In
no event shall the Managing Owner be required to maintain a net worth in excess
of $1,000,000.

                                      TA-5
8.      CAPITAL CONTRIBUTIONS; UNITS; MANAGING OWNER'S LIABILITY.

          (a)     TYPES OF BENEFICIAL INTERESTS. The beneficial interests in the
Trust shall consist of two types: a general liability interest and limited
liability Units. The Managing Owner shall acquire the general liability
interest, and investors shall all acquire limited liability Units.

          (b)     MANAGING OWNER'S LIABILITY. Upon the initial contribution by
the Managing Owner to the Trust, the Managing Owner became the holder of the
general liability interest of the Trust. The Managing Owner's general liability
interest shall be accounted for on a Unit-equivalent basis, but may receive
allocations on an aggregate basis so as to simplify the Trust's accounting. The
Managing Owner's general liability interest will not be subject to full
Brokerage Fees, but rather only to actual execution costs, nor shall it be
subject to Profit Shares.

          (c)     NO CERTIFICATES. No certificates or other evidences of
beneficial ownership of the Units will be issued.

          (d)     UNITHOLDER CONSENT. Every Unitholder, by virtue of having
purchased or otherwise acquired Units, shall be deemed to have expressly
consented and agreed to be bound by the terms of this Declaration of Trust.

          The Unitholders' respective capital contributions to the Trust shall
be as shown on the books and records of the Trust.

          The Managing Owner shall have unlimited liability for the repayment,
satisfaction and discharge of all debts, liabilities and obligations of the
Trust to the full extent, and only to the extent, of the Managing Owner's
assets.

          The Managing Owner shall be liable for the acts, omissions,
obligations and expenses of the Trust, to the extent not paid out of the assets
of the Trust, to the same extent that the Managing Owner would be so liable if
the Trust were a partnership under the Delaware Revised Uniform Limited
Partnership Act and the Managing Owner were a general partner of such
partnership. The obligations of the Managing Owner under this paragraph shall be
evidenced by its ownership of the general liability interest.

          The Managing Owner, so long as it is generally liable for the
obligations of the Trust, shall invest in the Trust, as a general liability
interest, no less than 1% of the total capital contributions to the Trust
(including the Managing Owner's contributions) but in no event shall the
Managing Owner invest less than $500,000 of the total capital contributions to
the Trust. The Managing Owner may withdraw any interest it may have in excess of
such requirement as of any month-end on the same terms as any Unitholder.

          Any Units acquired by the Managing Owner or any of its principals or
their respective affiliates will be non-voting, and will not be considered
outstanding for purposes of determining whether the majority approval of the
outstanding Units has been obtained.

          The general liability interest in the Trust held by the Managing Owner
will be non-voting.

          9.      ALLOCATION OF PROFITS AND LOSSES.

          (a)     CAPITAL ACCOUNTS AND ALLOCATIONS. A capital account shall be
established for each Unit and for the Managing Owner. In addition, a New Profits
Memo Account shall be established on the books of the Trust for bookkeeping
purposes only. The initial balance of each capital account shall be the amount
contributed to the Trust in respect of a Unit or by the Managing Owner. As of
the close of business (as determined by the Managing Owner) on the last day of
each month, the following determinations and allocations shall be made:

          (1)     The Net Assets of the Trust will be determined without regard
to Brokerage Fees or Profit Shares.

                                      TA-6
(2)     Any increase or decrease in the Trust's Net Assets (as
determined pursuant to Paragraph 1 above), as compared to the last such
determination of Net Assets, shall then be credited or charged equally to the
capital account of each Unit and PRO RATA to the capital account of the Managing
Owner and to the New Profits Memo Account.

          (3)     Brokerage Fees shall be charged equally to all Units at the
rate of 0.5833 of 1% of the month-end Trust assets (prior to reduction for any
accrued but unpaid fees or Profit Shares) allocable to such Units, not including
the capital accounts of the Managing Owner, its principals, their respective
affiliates or the New Profits Memo Account (a 7.0% annual rate). Such Brokerage
Fees shall be paid out to the Managing Owner; provided that in respect of Units
which are subject to per annum Brokerage Fees of 6.5%, 6%, 5.5%, or 4% (or as
otherwise reduced to reflect reduced sales commissions) of the average month-end
Trust assets allocable to such Units, the difference between the 0.5833 of 1%
Brokerage Fees charged and the reduced Brokerage Fee due as of the end of each
month shall not be paid out to the Managing Owner but shall instead be credited
to a Suspense Account which shall not be included in the Net Asset Value of the
Units, and shall be used solely as a means of efficiently accounting for the
reduction in the Brokerage Fee payable by such Unitholders while maintaining a
uniform Net Asset Value per Unit.

          Brokerage Fees will not be charged to (or calculated on a basis of
average month-end Trust assets which include) capital accounts of the Managing
Owner, its principals, their respective affiliates or the New Profits Memo
Account. The capital accounts of the Managing Owner, its principals, their
respective affiliates and the New Profits Memo Account shall be charged for
their respective PRO RATA shares of the out-of-pocket brokerage commissions paid
by the Managing Owner on behalf of the Trust, but not for any Brokerage Fees.

          (4)     The Managing Owner's Profit Share will equal 20% of any New
Trading Profit (as defined in Section 8(c)). As of the end of each month, the
amount of any such Profit Share shall be calculated and shall reduce the Net
Asset Value per Unit. The amount of any such Profit Share shall be deducted from
each Unit's capital account and credited to the New Profits Memo Account, as a
bookkeeping entry only, as of the end of each calendar year. The capital
accounts of the Managing Owner, its principals, their respective affiliates and
the New Profits Memo Account will not be subject to the Profit Share.

          (5)     The amounts credited to the Suspense Account as provided in
Paragraph 3 above as of the end of any month shall be reduced by the 20% Profit
Share if there is an accrued Profit Share in respect of the Units as of the
month-end that such amounts are so credited. If such month-end is also a
year-end, the amount of such Profit Share shall be credited to the New Profits
Memo Account, as a bookkeeping entry only, and the remainder of the Suspense
Account shall be reinvested in Units as of such month-end, at Net Asset Value,
for the benefit of the appropriate Unitholders. If such month-end is not also a
year-end, the Profit Share accrual, as well as the remainder of the Suspense
Account, shall be reinvested in Units as of such month-end, at Net Asset Value,
for the benefit of the appropriate Unitholders.

          (6)     The Managing Owner's Profit Share with respect to Units
redeemed as of a month-end which is not the end of a calendar year shall be
computed as though such month-end were the end of a calendar year, and the
amount of the Profit Share so computed shall be deducted from the redeemed
Units' capital accounts and credited to the New Profits Memo Account, as a
bookkeeping entry only.

          (7)     When Units subject to reduced per annum Brokerage Fees are
redeemed: (i) if a Profit Share is then accrued, the difference between the 7.0%
per annum and reduced per annum Brokerage Fee attributable to such Units for the
month-end of redemption shall be assessed a 20% Profit Share which shall be
credited to the New Profits Memo Account, as a bookkeeping entry only; and (ii)
the Profit Share, if any, due in respect of such Units shall be calculated on
the same basis as in respect of all other Units, as set forth in Paragraph 4
above, and credited to the New Profits Memo Account, as a bookkeeping entry
only.

          If no Profit Share is accrued as of the date of redemption, then no
New Profits Memo Account credits shall be made in respect of any portion of the
Units redeemed.

          (8)     The amount of any distributions made in respect of a Unit as
of the end of such month and any amount (not reduced by any early redemption
charges) paid upon partial redemption of Units or upon

                                      TA-7
withdrawal of the Managing Owner's interest as of the end of such month shall be
charged against the capital account of such Unit or of the Managing Owner. The
capital account of any Unit fully redeemed shall be eliminated.

          (9)     Brokerage Fees shall be treated as if paid or payable to a
third party and shall not be credited to the capital account of the general
liability interest held by the Managing Owner.

          (10)    Persons who make a net capital investment in the Trust,
including both initial and subsequent investments and without regard to profits
or losses, of $100,000, $500,000, $1,000,000 or more or who invest through
asset-based fee or fixed fee investment programs (such as broker or trust
company "wrap accounts") shall be entitled to pay Brokerage Fees of 6.5%, 6%,
5.5% or 4% per annum, respectively, of the average month-end assets of their
respective capital accounts; provided that, if after any redemption of Units,
the aggregate Net Asset Value of an investor's Units is less than $100,000,
$500,000 or $1,000,000, such Unitholder will no longer be eligible for the level
of per annum Brokerage Fee such investor was paying but rather shall be subject
to the higher Brokerage Fee applicable to the aggregate Net Asset Value of such
investor's Units as if that amount were such investor's initial investment in
the Trust. Should such person subsequently make an additional subscription, if
the amount of such subsequent subscription plus such Unitholder's remaining net
capital contributions (subscriptions less redemptions, but assuming redemptions
to be made first from accumulated net profits, not capital contributions) equals
$100,000, $500,000 or $1,000,000 or more, such person will pay the Brokerage Fee
applicable to such person's net capital investment in the Trust described in
this Paragraph 10. Redemptions shall not cause investors who invest through
asset-based fee or fixed fee investment programs to pay increased Brokerage
Fees.

          Reduced Brokerage Fees apply to a Unitholder's entire capital account,
not just that part of such capital account corresponding to capital
contributions of $100,000, $500,000 and $1,000,000 or more.

          (b)     ALLOCATION OF PROFIT AND LOSS FOR FEDERAL INCOME TAX PURPOSES.
Each of the parties hereto, by entering into this Declaration of Trust, (i)
expresses its intention that the Units will qualify under applicable tax law as
though the Units were interests in a partnership which holds the Trust Estate
for their benefit, (ii) agrees that it will file its own federal, state and
local income, franchise and other tax returns in a manner that is consistent
with the treatment of the Trust as though it were a partnership in which each of
the Unitholders is a partner and (iii) agrees to use reasonable efforts to
notify the Managing Owner promptly upon a receipt of any notice from any taxing
authority having jurisdiction over such Unitholder with respect to the treatment
of the Units as anything other than interests in a partnership. As of the end of
each fiscal year, income and expense and capital gain or loss of the Trust shall
be allocated among the Unitholders pursuant to the following provisions of this
Section 8(b) for federal income tax purposes. Such allocations shall be PRO RATA
from short-term capital gain or loss and long-term capital gain or loss. For
purposes of this Section 8(b), capital gain and capital loss shall be allocated
separately and not netted.

          (1)     Items of ordinary income and expenses attributable to the
Trust (other than Brokerage Fees, which shall be allocated as set forth in
Section 8(b)(2)), shall be allocated equally among all Units of the Trust
outstanding as of the end of each calendar month (including Units being then
redeemed), and PRO RATA to the account of the Managing Owner.

          (2)     Ordinary deductions attributable to Brokerage Fees paid to the
Managing Owner shall be allocated to each Unitholder and the Managing Owner in
the same manner as such Brokerage Fees are allocated for financial purposes
pursuant to Section 8(a).

          (3)     Capital Gain or Loss (as defined in Section 8(b)(3)(H)) shall
be allocated as follows:

          (A)     There shall be established a tax account with respect to each
     outstanding Unit and with respect to the Managing Owner. The initial
     balance of each tax account shall be the net amount paid to the Trust for
     each Unit and the amount contributed to the Trust by the Managing Owner.
     Amounts reinvested in Units from the Suspense Account, as described in
     Section 8(a) hereof, shall not increase the aggregate tax basis of the
     affected Unitholders in their Units; rather the Units acquired upon
     reinvestment will have an initial tax basis of $0. As of the end of each
     fiscal year:

                                      TA-8
(i)    Each tax account for the Units and the Managing Owner
          shall be increased by the amount of income or gain allocated to such
          tax account pursuant to Sections 8(b)(1), 8(b)(3)(B) and 8(b)(3)(D).

                  (ii)   Each tax account for the Units shall be decreased by
          the amount of expense or loss allocated to each Unit pursuant to
          Sections 8(b)(1), 8(b)(2) and 8(b)(3)(F) and by the amount of any
          distributions paid out with respect to such Units other than upon
          redemption.

                  (iii)  When a Unit is redeemed, the tax account attributable
          to such Unit (determined after making all allocations described in
          this Section 8(b)) shall be eliminated.

          (B)     The Managing Owner shall be allocated Capital Gain, if any, up
     to the amount of any bookkeeping credit to the New Profits Memo Account,
     including any credits made as of the end of the fiscal year of allocation.
     To the extent any such tax allocation is made, the balance in the New
     Profits Memo Account shall be reduced, and the balance in the Managing
     Owner's capital account, for financial purposes, correspondingly increased.

          (C)     Each Unitholder who redeems a Unit during a fiscal year
     (including Units redeemed as of the end of the last day of such fiscal
     year) shall be allocated Capital Gain, if any, up to the amount of the
     excess, if any, of the amount received in respect of the Units so redeemed
     over the sum of the tax accounts (determined after making the allocation
     described in Sections 8(b)(1) and 8(b)(2), but prior to making the
     allocations described in this Section 8(b)(3)(C)) allocable to such Units
     (an "Excess"). In the event that the aggregate amount of Capital Gain
     available to be allocated pursuant to this Section 8(b)(3)(C) is less than
     the aggregate amount of Capital Gain required to be so allocated, the
     aggregate amount of available Capital Gain shall be allocated among all
     such Unitholders in the ratio which each such Unitholder's Excess bears to
     the aggregate Excess of all such Unitholders.

          (D)     Capital Gain remaining after the allocation described in
     Section 8(b)(3)(C) shall be allocated among all Unitholders who hold Units
     outstanding as of the end of the applicable fiscal year (other than Units
     redeemed as of the end of the last day of such fiscal year) whose capital
     accounts with respect to such Units are in excess of the related tax
     accounts (determined after making the allocations described in Sections
     8(b)(1) and 8(b)(2)) allocable to such Units, in the ratio that each such
     Unitholder's Excess bears to the aggregate Excess of all such Unitholders.
     Capital Gain remaining after the allocation described in the preceding
     sentence shall be allocated among all Unitholders described in said
     sentence in proportion to their holdings of such Units.

          (E)     Each Unitholder who redeems a Unit during a fiscal year
     (including Units redeemed as of the end of the last day of such fiscal
     year) shall be allocated Capital Loss, if any, up to the amount of the sum
     of the excess of the tax accounts (determined after making the allocations
     described in Sections 8(b)(1) and 8(b)(2), but prior to making the
     allocations described in this Section 8(b)(3)(E)) allocable to the Units so
     redeemed over the amount received in respect of such Units (a "Negative
     Excess"). In the event that the aggregate amount of available Capital Loss
     required to be allocated pursuant to this Section 8(b)(3)(E) is less than
     the aggregate amount required to be so allocated, the aggregate amount of
     available Capital Loss shall be allocated among all such Unitholders in the
     ratio that each such Unitholder's Negative Excess bears to the aggregate
     Negative Excess of all such Unitholders.

          (F)     Capital Loss remaining after the allocation described in
     Section 8(b)(3)(E) shall be allocated among all Unitholders who hold Units
     outstanding as of the end of the applicable fiscal year (other than Units
     redeemed as of the end of the last day of such fiscal year) whose tax
     accounts with respect to such Units are in excess of their capital accounts
     (determined after making the allocations described in Sections 8(b)(1) and
     8(b)(2) with respect to such Units, in the ratio that each such
     Unitholder's Negative Excess bears to the aggregate Negative Excess of all
     such Unitholders. Capital Loss remaining after the allocation described in
     the preceding sentence shall be allocated among all Unitholders described
     in such sentence in proportion to their holdings of such Units.

                                      TA-9
(G)     For purposes of this Section 8(b), the Managing Owner's
     interest in the Trust will be treated as if it were a single Unit.

          (H)     For purposes of this Section 8(b), "Capital Gain" or "Capital
     Loss" shall mean gain or loss characterized as gain or loss from the sale
     or exchange of a capital asset by the Code, including, but not limited to,
     gain or loss required to be taken into account pursuant to Section 1256
     thereof.

          (4)     The allocation of profit and loss for federal income tax
purposes set forth herein allocates taxable profit and loss among the
Unitholders in the ratio and to the extent that financial profit and loss are
allocated to such Unitholders and so as to eliminate, to the maximum practicable
extent, any disparity between a Unit's capital account and its tax account,
consistent with principles set forth in Section 704 of the Code, including
without limitation a "Qualified Income Offset."

          (5)     The allocations of profit and loss to the Unitholders in
respect of their Units shall not exceed the allocations permitted under
Subchapter K of the Code, as determined by the Managing Owner, whose
determination shall be binding.

          (c)     PROFIT SHARE; NEW PROFITS MEMO ACCOUNT. The Managing Owner's
Profit Share will equal 20% of any cumulative trading profits ("New Trading
Profit"), not including interest income, after deduction of all accrued but
unpaid fees and expenses other than the Profit Share itself ("Trading Profit"),
over the highest level of such cumulative Trading Profit as of any previous
calendar year-end, or $0, if higher (the "Profit Share High Water Mark"). Profit
Shares will be calculated on Units subject to reduced per annum as well as on
those subject to a 7.0% per annum Brokerage Fee in the manner described in
Section 8(a) hereof. Trading Profit does not include profits allocable to the
Managing Owner's capital account or to the New Profits Memo Account.

          New Trading Profit is reduced by routine administrative expenses.

          If Units are redeemed when there is a loss carryforward for Profit
Share calculation purposes (i.e., the current level of cumulative Trading Profit
is below the Profit Share High Water Mark), such loss carryforward will be
reduced in proportion to the proportion of the total outstanding Units redeemed.

          Neither any Unitholder nor the Managing Owner shall have any interest
in the New Profits Memo Account, except as described in Section 5(b) hereof.
However, as described in Section 8(b)(3)(B), bookkeeping entries in the New
Profits Memo Account shall be reduced, and the Managing Owner's capital account
correspondingly increased to the extent that priority allocations of Capital
Gain are made to the Managing Owner pursuant to said Section 8(b)(3)(B).

          In the event that the Net Asset Value per Unit is less than $400 as of
any calendar month-end, the balance of any bookkeeping entries to the New
Profits Memo Account then outstanding will be cancelled, and an amount equal to
such balance shall be allocated equally among all outstanding Units, but not to
the Managing Owner's capital account.

          (d)     EXPENSES; INTEREST INCOME. The Trust shall bear all of any
taxes applicable to it. The Trust shall pay the Managing Owner a Brokerage Fee
equal to 0.5833 of 1% (a 7.0% annual rate) of the month-end assets of the Trust
(prior to reduction for any accrued but unpaid Brokerage Fees and Profit
Shares), not including the Managing Owner's capital account; provided that in
the case of subscribers who invest $100,000, $500,000 or $1,000,000 or more in
the Trust or who invest through broker or trust company asset-based fee or
fixed-fee investment programs, such Brokerage Fee shall be reduced to 0.5417 of
1% (a 6.5% annual rate), 0.50 of 1% (a 6% annual rate), 0.4583 of 1% (a 5.5%
annual rate) or 0.3333 of 1% (a 4% annual rate), respectively, of such month-end
assets of the Trust attributable to each such Unitholder's capital account, as
contemplated by Section 8(a)(10) above.

          The Managing Owner shall pay all routine charges incidental to trading
(including, without limitation, brokerage commissions, exchange, clearinghouse,
regulatory, floor brokerage and "give-up" fees). Any extraordinary charges
incidental to trading (for example, insurance or delivery charges) will be paid
by the Trust.

                                      TA-10
The Trust's organizational and offering expenses, including redemption
fees, are limited to 15% of the capital contributions to the Trust.

          The Trust will pay its ongoing administrative expenses, including the
fees of the Trustee. All of the expenses which are for the account of the Trust
shall be billed directly to the Trust. The Trust shall bear all of its own
legal, accounting and administrative expenses, but none of the Managing Owner's
"overhead" expenses incurred in connection with the administration of the Trust
(including, but not limited to, salaries and rent) shall be charged to the
Trust.

          Appropriate reserves may be created, accrued and charged against the
Net Assets for contingent liabilities, if any, as of the date any such
contingent liability becomes known to the Managing Owner. Such reserves shall
reduce Net Asset Value for all purposes.

          Any goods and services provided to the Trust by the Managing Owner
shall be provided at rates and terms at least as favorable as those which may be
obtained from third parties in arm's-length negotiations.

          In the event that the Trust shall be subject to taxation by any state
or local or by any foreign taxing authority, the Trust shall be obligated to pay
such taxes to such jurisdiction. In the event that the Trust shall be required
to make payments to any federal, state or local or any foreign taxing authority
in respect of any Unitholder's allocable share of the Trust's income, the amount
of such taxes shall be considered a loan by the Trust to such Unitholder, and
such Unitholder shall be liable for, and shall pay to the Trust, any taxes so
required to be withheld and paid over by the Trust within ten (10) days after
the Managing Owner's request therefor. Such Unitholder shall also be liable for
(and the Managing Owner shall be entitled to redeem Units of such Unitholder as
necessary to satisfy) interest on the amount of taxes paid over by the Trust to
the Internal Revenue Service ("IRS") or other taxing authority, from the date of
the Managing Owner's request for payment to the date of payment or redemption,
as the case may be, at the rate of two percent (2%) per annum over the prime
rate charged from time to time by FBR National Bank & Trust, Bethesda, Maryland.
Any amount payable by the Trust to such Unitholder shall be reduced by any
obligations owed to the Trust by the Unitholder, including, without limitation,
the amount of any taxes required to be paid over by the Trust to the IRS or
other taxing authority and interest thereon as aforesaid. Amounts, if any,
deducted by the Trust from any actual distribution or redemption payment to such
Unitholder shall be treated as an actual distribution to such Unitholder for all
purposes of this Declaration of Trust.

          The Trust will receive all interest income earned on its assets.

          (e)     LIMITED LIABILITY OF UNITHOLDERS. Each Unit, when purchased in
accordance with this Declaration of Trust, shall, except as otherwise provided
by law, be fully-paid and nonassessable. Any provisions of this Declaration of
Trust to the contrary notwithstanding, Unitholders (including the Managing
Owner, except to the extent otherwise provided herein) shall be entitled to the
same limitation on personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

          The Trust will indemnify, to the full extent permitted by law, each
Unitholder (other than the Managing Owner in the event that the Managing Owner
acquires Units) against any claims of liability asserted against such Unitholder
solely because such Unitholder is a beneficial owner of the Trust (other than in
respect of taxes due from such Unitholder as such a beneficial owner).

          Every written note, bond, contract, instrument, certificate or
undertaking made or issued by the Managing Owner shall give notice to the effect
that the same was executed or made by or on behalf of the Trust and that the
obligations of any of the foregoing are not binding upon the Unitholders
individually but are binding only upon the assets and property of the Trust, and
that no resort shall be had to the Unitholders' personal property for the
satisfaction of any obligation or claim thereunder, and appropriate references
may be made to this Declaration of Trust and may contain any further recital
which the Managing Owner deems appropriate, but the omission thereof shall not
operate to bind the Unitholders individually or otherwise invalidate any such
note, bond, contract, instrument, certificate or undertaking.

                                      TA-11
(f)     RETURN OF CAPITAL CONTRIBUTIONS. No Unitholder or subsequent
assignee shall have any right to demand the return of his or her capital
contribution or any profits added thereto, except through redeeming Units or
upon dissolution of the Trust, in each case as provided herein. In no event
shall a Unitholder or subsequent assignee be entitled to demand or receive
property other than cash.

          10.     MANAGEMENT OF THE TRUST.

          (a)     AUTHORITY OF THE MANAGING OWNER. Pursuant to Section 3806 of
the Act, the Trust shall be managed by the Managing Owner, and the conduct of
the Trust's business (including the maintenance of accounts and allocations)
shall be controlled and conducted solely by the Managing Owner in accordance
with this Declaration of Trust.

          The Managing Owner, to the exclusion of all other Unitholders, shall
control, conduct and manage the business of the Trust. The Managing Owner shall
have sole discretion in determining what distributions of profits and income, if
any, shall be made to the Unitholders (subject to the allocation provisions
hereof), shall execute various documents on behalf of the Trust and the
Unitholders pursuant to powers of attorney and shall supervise the liquidation
of the Trust if an event causing dissolution of the Trust occurs.

          The Managing Owner may, in furtherance of the business of the Trust,
cause the Trust to buy, sell, hold or otherwise acquire or dispose of
commodities, futures contracts, forward contracts on currencies and options
traded on exchanges or otherwise, swaps, hybrid instruments, arbitrage
positions, repurchase agreements, interest-bearing securities, deposit accounts
and similar instruments and other assets, and cause the trading of the Trust to
be limited to only certain of the foregoing instruments.

          The Managing Owner may take such other actions on behalf of the Trust
as the Managing Owner deems necessary or desirable to manage the business of the
Trust.

          The Managing Owner is hereby authorized to perform all duties imposed
by Sections 6221 through 6232 of the Code on the Managing Owner as the "tax
matters partner" of the Trust.

          (b)     NOTIFICATION OF BASIC CHANGES. The Managing Owner shall send
to all Unitholders and assignees prior notice of any change in the basic
investment approach of the Trust and of any increase in its charges. Such
notifications shall contain a description of Unitholder's voting and redemption
rights and a description of any material effect of such change or increase. The
Managing Owner is hereby specifically authorized to enter into, on behalf of the
Trust, the Customer Agreements, the Selling Agreements and the Additional
Selling Agent Agreements as described in the Prospectus.

          (c)     CERTAIN AGREEMENTS. In addition to any specific contract or
agreements described herein, the Trust, and the Managing Owner on behalf of the
Trust, may enter into any other contracts or agreements specifically described
in or contemplated by the Prospectus without any further act, approval or vote
of any Unitholder other than the Managing Owner, notwithstanding any other
provisions of this Declaration of Trust, the Act or any applicable law, rule or
regulations.

          (d)     FIDUCIARY DUTIES. The Managing Owner shall be under a
fiduciary duty to conduct the affairs of the Trust in the best interests of the
Trust, provided that the Managing Owner shall not be obligated to engage in any
conduct on behalf of the Trust to the detriment of any other commodity pool to
which the Managing Owner owes similar fiduciary duties. The Unitholders will
under no circumstances be deemed to have contracted away the fiduciary
obligations owed them by the Managing Owner under the common law. The Managing
Owner's fiduciary duty includes, among other things, the safekeeping of all
funds and assets of the Trust and the use thereof for the benefit of the Trust.
The Managing Owner shall at all times act with integrity and good faith and
exercise due diligence in all activities relating to the conduct of the business
of the Trust and in resolving conflicts of interest. The Managing Owner will
take no actions with respect to the property of the Trust which do not benefit
the Trust, and the Managing Owner will not use the assets of the Trust as
compensating balances for the Managing Owner's exclusive benefit.

                                      TA-12
(e)     BROKERAGE ARRANGEMENTS. The Trust's brokerage arrangements
shall be non-exclusive, and the brokerage commissions paid by the Trust shall be
competitive. Such brokerage commissions may not exceed 14% annually of the
average net assets of the Trust, excluding Trust assets not directly related to
trading activity. The Trust shall seek the best price and services available for
its commodity transactions.

          The Brokerage Fees paid by the Trust may not exceed the amount
permitted under applicable North American Securities Administrators Association,
Inc. Guidelines for the Registration of Commodity Pool Programs ("Blue Sky
Guidelines") in effect as of the date hereof.

          (f)     PROHIBITED ACTIVITIES. The Trust shall make no loans to any
party, and the funds of the Trust will not be commingled with the funds of any
other person or entity (deposit of funds with a commodity broker, clearinghouse
or forward dealer or entering into joint ventures or partnerships shall not be
deemed to constitute "commingling" for these purposes). The Managing Owner shall
make no loans to the Trust.

          The Trust shall not employ the trading technique commonly known as
"pyramiding." The Managing Owner taking into account the Trust's open trade
equity on existing positions in determining generally whether to acquire
additional commodity positions on behalf of the Trust will not be considered to
be engaging in "pyramiding."

          No person or entity may receive, directly or indirectly, any advisory,
management or incentive fees, or any profit-sharing allocation from joint
ventures, partnerships or similar arrangements in which the Trust participates,
for investment advice or management who shares or participates in any per-trade
commodity brokerage commissions paid by the Trust; no broker may pay, directly
or indirectly, rebates or give-ups to any trading advisor or manager or to the
Managing Owner or any of their respective affiliates; and such prohibitions may
not be circumvented by any reciprocal business arrangements.

          The maximum period covered by any contract entered into by the Trust,
except for the various provisions of the Selling Agreement which survive, shall
not exceed one year. Any material change in the basic investment policies or
structure of the Trust shall require the approval of Unitholders owning Units
representing more than fifty percent (50%) of the total outstanding Units owned
by Unitholders as of a record date established for a vote thereon. Any
agreements between the Trust and the Managing Owner or any affiliate of the
Managing Owner shall be terminable by the Trust upon no more than 60 days'
written notice.

          (g)     FREEDOM OF ACTION. The Managing Owner is engaged, and may in
the future engage, other business activities and shall not be required to
refrain from any other activity nor forego any profits from any such activity,
whether or not in competition with the Trust. The Trustee and the Unitholders
may similarly engage in any such other business activities. The Managing Owner
shall devote to the Trust such time as the Managing Owner may deem advisable to
the conduct of the Trust's business and affairs.

          11.     AUDITS AND REPORTS TO UNITHOLDERS.

          The Trust's books shall be audited annually by an independent
certified public accountant. The Trust will use its best efforts to cause each
Unitholder to receive (i) within 90, but in no event later than 120 days, after
the close of each fiscal year certified financial statements for the fiscal year
then ended, (ii) within 90 days of the end of each fiscal year (but in no event
later than March 15 of each year) such tax information as is necessary for a
Unitholder to complete his or her federal income tax return and (iii) such other
annual and monthly information as the Commodity Futures Trading Commission may
by regulation require. Unitholders or their duly authorized representatives may
inspect the books and records of the Trust during normal business hours upon
reasonable written notice to the Managing Owner and obtain copies of such
records upon payment of reasonable reproduction costs; provided, however, that
upon request by the Managing Owner, the requesting Unitholder shall represent
that the inspection and/or copies of such records will not be used for
commercial purposes unrelated to such Unitholder's interest as an investor in
the Trust.

          The Managing Owner shall calculate the Net Asset Value per Unit on a
monthly basis and sell and redeem Units at Net Asset Value.

                                      TA-13
The Brokerage Fees and Profit Share may not be increased without prior
written notice to all Unitholders within sufficient time for the exercise of
their redemption rights prior to any such increase becoming effective. The
Brokerage Fees and the Profit Share may not be increased during any period when
a redemption charge is in effect with respect to any Units.

          The Managing Owner shall notify the Unitholders of (i) changes to the
trading method of the Managing Owner which the Managing Owner believes to be
material, (ii) changes in Brokerage Fees, Profit Share or other fees paid by the
Trust or (iii) material changes in the basic investment policies or structure of
the Trust. The Managing Owner shall so notify Unitholders, by certified mail or
other means of notification providing for evidence of delivery, prior to any
such change. Such notification shall set forth the Unitholders' voting and
redemption rights. The Managing Owner will send written notice to each
Unitholder within seven days of any decline in the Net Asset Value per Unit to
50% or less of such value as of the previous month-end. Any such notice shall
contain a description of the Unitholders' voting and redemption rights. The
Managing Owner, not the Trust, shall pay the cost of any notification delivered
pursuant to this paragraph.

          The Managing Owner shall prepare or cause to be prepared and shall
file on or before the due date (or any extension thereof) any federal, state or
local tax returns required to be filed by the Trust. The Managing Owner shall
cause the Trust to pay any taxes payable by the Trust; provided, however, that
such taxes need not be paid if the Managing Owner or the Trust are in good faith
and by appropriate legal proceedings contesting the validity, applicability or
amount thereof, and such contest does not materially endanger any right or
interest of the Trust.

          The Managing Owner shall maintain and preserve all required records
relating to the Trust for a period of not less than six (6) years from the
receipt of such records.

          In particular, and not by way of limitation, the Managing Owner will
retain all Subscription Agreement and Power of Attorney Signature Pages
submitted by persons admitted as Unitholders, and all other records necessary to
substantiate that Units are sold only to purchasers for whom the Units are a
suitable investment, for at least six (6) years after Units are sold to such
persons.

          The Managing Owner shall seek the best price and services for the
Trust's trading, and will, with the assistance of the Trust's commodity
broker(s), make an annual review of the commodity brokerage arrangements
applicable to the Trust. In connection with such review, the Managing Owner will
ascertain, to the extent practicable, the commodity brokerage rates charged to
other major commodity pools whose trading and operations are, in the opinion of
the Managing Owner, comparable to those of the Trust, in order to assess whether
the rates charged the Trust are reasonable in light of the services it receives
and the terms upon which the Trust was promoted to subscribers. If, as a result
of such review, the Managing Owner determines that such rates are unreasonable
in light of the services provided to the Trust and the terms upon which the
Trust was promoted, the Managing Owner will notify the Unitholders, setting
forth the rates charged to the Trust and several funds which are, in the
Managing Owner's opinion, comparable to the Trust. The Managing Owner shall also
make an annual review of the forward trading arrangements for the Trust in an
attempt to determine whether such arrangements are competitive with those of
other comparable pools in light of the circumstances.

          12.     ASSIGNABILITY OF UNITS.

          Each Unitholder expressly agrees that he or she will not assign,
transfer or dispose of, by gift or otherwise, any of his or her Units or any
part or all of his or her right, title and interest in the capital or profits of
the Trust in violation of any applicable federal or state securities laws or
without giving written notice to the Managing Owner. No assignment, transfer or
disposition by an assignee of Units or of any part of his or her right, title
and interest in the capital or profits of the Trust shall be effective against
the Trust, the Trustee or the Managing Owner until the Managing Owner receives
the written notice of the assignment; the Managing Owner shall not be required
to give any assignee any rights hereunder prior to receipt of such notice. The
Managing Owner may, in its sole discretion, waive any such notice. No such
assignee, except with the consent of the Managing Owner (such consent to be
withheld only in the event that such assignment could give rise to negative
legal or tax consequences), may become a substituted Unitholder, nor will the
estate or any beneficiary of a deceased Unitholder or assignee have any right to
redeem Units from the Trust except by redemption as provided in Section 12
hereof. Each Unitholder

                                      TA-14
agrees that with the consent of the Managing Owner any assignee may become a
substituted Unitholder without need of the further act or approval of any
Unitholder. If the Managing Owner withholds consent, an assignee shall not
become a substituted Unitholder, and shall not have any of the rights of a
Unitholder, except that the assignee shall be entitled to receive that share of
capital and profits and shall have that right of redemption to which his or her
assignor would otherwise have been entitled. No assignment, transfer or
disposition of Units shall be effective against the Trust, the Trustee or the
Managing Owner until the first business day of the calendar month following the
month in which the Managing Owner receives notice of such assignment, transfer
or disposition. The Managing Owner will send written confirmation to both the
transferors and transferees of Units that the transfers in question have been
duly recorded on the Trust's books and records. The Managing Owner will not
permit the assignment, transfer or disposition of Units where, after the
assignment, transfer or disposition, either the Unitholder or the assignee would
hold less than the minimum number of Units equivalent to an initial minimum
purchase (as stated in the then-current prospectus in respect of the Units),
except for assignments, transfers or dispositions by gift, inheritance,
intrafamily transfers, family dissolutions or transfers to Affiliates of the
Unitholder.

          13.     REDEMPTIONS.

          A Unitholder (including the Managing Owner except to the extent that
its power to redeem is limited by any other provision of this Declaration of
Trust) or any assignee of Units of whom the Managing Owner has received written
notice, may redeem all or any of his or her Units, effective as of the close of
business (as determined by the Managing Owner) on the last business day of any
calendar month, provided that (i) all liabilities, contingent or otherwise, of
the Trust (including the Trust's allocable share of the liabilities, contingent
or otherwise, of any entities in which the Trust invests), except any liability
to Unitholders on account of their capital contributions, have been paid or
there remains property of the Trust sufficient to pay them and (ii) the Managing
Owner shall have received a redemption request at least ten business days prior
to the date of redemption, or such later time as shall be acceptable to the
Managing Owner. Unitholders who redeem Units on or prior to the end of the first
and second successive six-month periods after such Units are sold will be
assessed redemption charges of 4% and 3%, respectively (3.5% and 2.5%, 3% and 2%
and 2% and 1%, respectively, in the case of Unitholders who have invested
$100,000, $500,000 or $1,000,000 or more, respectively, in the Trust), of their
Units' Net Asset Value as of the date of redemption. Units purchased by the same
Unitholder on different closing dates will be treated on a "first-in, first-out"
basis for purposes of calculating the foregoing six-month periods. Additional
Units issued to Unitholders subject to a reduced rather than a 7.0% annual
Brokerage Fee will be deemed all to have been issued as of the date of the
longest outstanding Units held by a particular Unitholder. All redemption
charges will be paid to the Managing Owner.

          Redemption charges shall not apply to Unitholders who acquired their
Units through broker or trust company asset-based fee or fixed-fee investment
programs.

          Any number of whole Units may be redeemed. Fractional Units may only
be redeemed upon redemption of a Unitholder's entire interest in the Trust.

          Redemption requests must be in writing unless the Managing Owner
determines otherwise.

          The Managing Owner may declare additional redemption dates upon notice
to the Unitholders as well as to those assignees of whom the Managing Owner has
received notice as described above.

          Redemption payments will be made (by mailing a check or crediting a
customer securities account) within 15 business days after the date of
redemption, except that under special circumstances, including, but not limited
to, inability to liquidate commodity positions or default or delay in payments
due from commodity brokers, banks or other persons or entities, the Trust may in
turn delay payment to Unitholders or assignees requesting redemption of their
Units of the proportionate part of the Net Asset Value of such Units equal to
that proportionate part of the aggregate Net Asset Value of the Trust
represented by the sums which are the subject of such default or delay.

          All redemptions will be made at Net Asset Value as of the effective
date of the redemption (the "Valuation Date").

                                      TA-15
The Managing Owner may require a Unitholder to redeem all or a portion
of such Unitholder's Units if the Managing Owner considers doing so to be
desirable for the protection of the Trust, and will use its best efforts to do
so to the extent necessary to prevent the Trust from being deemed to hold "plan
assets" under the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Code with respect to any
"employee benefit plan" as defined in and subject to ERISA or with respect to
any "plan" as defined in Section 4975 of the Code.

          If at the close of business (as determined by the Managing Owner) on
any business day, the Net Asset Value per Unit has decreased to $500 or less,
after adding back all distributions, the Trust will liquidate all open positions
as expeditiously as possible and suspend trading. Within 7 business days after
any such suspension of trading, the Managing Owner shall declare a "Special
Redemption Date." Such Special Redemption Date shall be a business day within 30
business days from the date of suspension of trading by the Trust, and the
Managing Owner shall mail notice of such date to each Unitholder and assignee of
Units of whom it has received written notice, by first class mail, postage
prepaid, not later than 7 business days of the date of the decline of the Net
Asset Value of the Trust precipitating such Special Redemption Date, together
with instructions as to the procedure such Unitholder or assignee must follow to
have such Unitholder's or assignee's interest (only entire, not partial,
interests may be so redeemed unless otherwise determined by the Managing Owner)
in the Trust redeemed on such date. Upon redemption pursuant to a Special
Redemption Date, a Unitholder or any other assignee of whom the Managing Owner
has received written notice, shall receive from the Trust an amount equal to the
Net Asset Value of such Unitholder's interest, determined as of the close of
business (as determined by the Managing Owner) on such Special Redemption Date.
No redemption charges shall be assessed on any such Special Redemption Date. As
in the case of a regular redemption, an assignee shall not be entitled to
redemption on any Special Redemption Date until the Managing Owner has received
written notice (see Section 11) of the assignment, transfer or disposition under
which the assignee claims an interest in the Units to be redeemed. If, after
such Special Redemption Date, the Net Assets of the Trust are at least $250,000
and the Net Asset Value per Unit is in excess of $250, the Trust may, in the
discretion of the Managing Owner, resume trading. If the preceding conditions
are not met or the Managing Owner determines not to resume trading, the Trust
will be dissolved and terminated.

          The Managing Owner may declare additional Special Redemption Dates
upon notice to the Unitholders and assignees of whom the Managing Owner has
received notice. In the event the Managing Owner does, in its discretion,
declare a Special Redemption Date, the Managing Owner may, in its notice of such
Special Redemption Date modify the circumstances under which the Managing Owner
is again required to declare a Special Redemption Date, as set forth in the
preceding paragraph.

          14.     OFFERING OF UNITS.

          The Managing Owner on behalf of the Trust shall (i) cause to be filed
from time to time a Registration Statement or Registration Statements, and such
amendments thereto as the Managing Owner may deem advisable, with the Securities
and Exchange Commission for the registration and ongoing public offering of
Units, (ii) use its best efforts to qualify Units for sale from time to time
under the securities laws of such states of the United States or other
jurisdictions as the Managing Owner shall deem advisable and (iii) take such
action with respect to the matters described in (i) and (ii) as the Managing
Owner shall deem advisable or necessary.

          The Managing Owner shall not accept any subscriptions for Units if
doing so would cause the Trust to be considered to hold "plan assets" for any
purpose of ERISA or Section 4975 of the Code with respect to any "employee
benefit plan" as defined in and subject to ERISA or with respect to any "plan"
as defined in Section 4975 of the Code.

          All Units subscribed for upon transfer of funds from a subscriber's
account (or receipt of a check in the subscription amount) are issued subject to
the collection of the funds represented by such transfer (or check). In the
event that a transfer (or check) of a subscriber is not honored, the Trust shall
cancel the Units issued to such subscriber in consideration of such dishonored
transfer (or check); provided that the Managing Owner may waive such
cancellation upon receipt of what it believes to be reasonable assurances that
such transfer (or check) will be honored or replaced by another transfer (or
check) which will be honored within 10 business days of original dishonor. Any
losses or profits sustained by the Trust in connection with its trading
allocable to cancelled Units shall be deemed an increase or decrease in the Net
Assets of the Trust and allocated as described above in Section 8,

                                      TA-16
not a liability of the Managing Owner. Each subscriber agrees to reimburse the
Trust for any expense or losses incurred in connection with any such
cancellation of Units issued to him or her.

          Units will be sold as of the first day of each calendar month subject
to the Managing Owner's discretion to hold intra-month closings and to suspend
or terminate the offering of Units.

          Each Unitholder consents, by the act of purchasing Units, to the Trust
issuing to such Unitholder additional Units (in fractions calculated up to three
decimal places) in lieu of all interest earned on such Unitholder's subscription
while held pending investment in the Units.

          15.     SPECIAL POWER OF ATTORNEY.

          Each Unitholder by virtue of having purchased or otherwise acquired
Units does hereby irrevocably constitute and appoint the Managing Owner and each
officer of the Managing Owner, with full power of substitution, as his or her
true and lawful attorney-in-fact, in his or her name, place and stead, to
execute, acknowledge, swear to (and deliver as may be appropriate) on his or her
behalf and file and record in the appropriate public offices and publish (as may
in the reasonable judgment of the Managing Owner be required by law): (i) this
Declaration of Trust, including any amendments and/or restatements hereto duly
adopted as provided herein; (ii) certificates in various jurisdictions, and
amendments and/or restatements thereto; (iii) all conveyances and other
instruments which the Managing Owner deems appropriate to qualify or continue
the Trust in the State of Delaware and the jurisdictions in which the Trust may
conduct business, or which may be required to be filed by the Trust or the
Unitholders under the laws of any jurisdiction or under any amendments or
successor statutes to the Act, to reflect the dissolution or termination of the
Trust or the Trust being governed by any amendments or successor statutes to the
Act or to reorganize or refile the Trust in a different jurisdiction; and (iv)
to file, prosecute, defend, settle or compromise litigation, claims or
arbitrations on behalf of the Trust. The Power of Attorney granted herein shall
be irrevocable and deemed to be a power coupled with an interest (including,
without limitation, the interest of the other Unitholders in the Managing Owner
being able to rely on the Managing Owner's authority to act as contemplated by
this Section 14) and shall survive and shall not be affected by the subsequent
incapacity, disability or death of a Unitholder.

          16.     WITHDRAWAL OF A UNITHOLDER.

          The Trust shall be dissolved upon the death, insanity, bankruptcy,
retirement, resignation, expulsion, withdrawal, insolvency or dissolution of the
Managing Owner, or any other event that causes the Managing Owner to cease to be
the managing owner of the Trust, unless the Trust is continued pursuant to the
terms of Section 5(a)(3). In addition, the Managing Owner may withdraw from the
Trust, without any breach of this Declaration of Trust, at any time upon 120
days' written notice by first class mail, postage prepaid, to the Trustee, each
Unitholder and each assignee of whom the Managing Owner has notice. In the event
of the Managing Owner's removal or withdrawal from the Trust, the Managing Owner
shall be entitled to a redemption of its interest in the Trust at its Net Asset
Value as of the close of business on the last business day of the month
following the date of removal or withdrawal. If the Managing Owner withdraws
from the Trust and the Trust's business is continued, the withdrawing Managing
Owner shall pay all expenses incurred as a result of its withdrawal.

          The Managing Owner may not assign its general liability interest or
its obligation to direct the trading of the Trust without the consent of each
Unitholder. The Managing Owner will notify all Unitholders of any change in the
principals of the Managing Owner.

          The death, incompetency, withdrawal, insolvency or dissolution of a
Unitholder or any other event that causes a Unitholder to cease to be a
beneficial owner (within the meaning of the Act) in the Trust shall not
terminate or dissolve the Trust, and a Unitholder, his or her estate, custodian
or personal representative shall have no right to redeem or value such
Unitholder's interest except as provided in Section 12 hereof. Each Unitholder
expressly agrees that in the event of his or her death, he or she waives on
behalf of himself or herself and his or her estate, and directs the legal
representatives of his or her estate and any person interested therein to waive,
the furnishing of any inventory, accounting or appraisal of the assets of the
Trust and any right to an audit or examination of the books of the Trust.
Nothing in this Section 15 shall, however, waive any right given elsewhere in
this Declaration of Trust for a Unitholder to be informed of the Net Asset Value
of his or her Units, to receive

                                      TA-17
periodic reports, audited financial statements and other information from the
Managing Owner or the Trust or to redeem or transfer Units.

          17.     BENEFIT PLAN INVESTORS.

          Each Unitholder that is an "employee benefit plan" as defined in and
subject to ERISA or a "plan" as defined in Section 4975 of the Code (each such
employee benefit plan and plan, a "Plan"), and each fiduciary thereof who has
caused the Plan to become a Unitholder (a "Plan Fiduciary"), represents and
warrants that: (a) the Plan Fiduciary has considered an investment in the Trust
for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has
determined that, in view of such considerations, the investment in the Trust by
such Plan is consistent with such Plan Fiduciary's responsibilities under ERISA;
(c) the investment in the Trust by the Plan does not violate and is not
otherwise inconsistent with the terms of any legal document constituting the
Plan or any trust agreement entered into thereunder; (d) the Plan's investment
in the Trust has been duly authorized and approved by all necessary parties; (e)
none of the Managing Owner, the Selling Agents, the Trustee, any of their
respective affiliates or any of their respective agents or employees: (i) has
investment discretion with respect to the investment of the assets of the Plan
used to purchase Units; (ii) has authority or responsibility to or regularly
gives investment advice with respect to the assets of the Plan used to purchase
Units for a fee and pursuant to an agreement or understanding that such advice
will serve as a primary basis for investment decisions with respect to the Plan
and that such advice will be based on the particular investment needs of the
Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f)
the Plan Fiduciary: (i) is authorized to make, and is responsible for, the
decision for the Plan to invest in the Trust, including the determination that
such investment is consistent with the requirement imposed by Section 404 of
ERISA that Plan investments be diversified so as to minimize the risks of large
losses; (ii) is independent of the Managing Owner, the Selling Agents, the
Trustee, and any of their respective affiliates; and (iii) is qualified to make
such investment decision.

          18.     STANDARD OF LIABILITY; INDEMNIFICATION.

          (a)     STANDARD OF LIABILITY FOR THE MANAGING OWNER. The Managing
Owner and its Affiliates, as defined below, shall have no liability to the Trust
or to any Unitholder for any loss suffered by the Trust which arises out of any
action or inaction of the Managing Owner or its Affiliates, if the Managing
Owner, in good faith, determined that such course of conduct was in the best
interests of the Trust, and such course of conduct did not constitute negligence
or misconduct of the Managing Owner or its Affiliates.

          (b)     INDEMNIFICATION OF THE MANAGING OWNER BY THE TRUST. To the
fullest extent permitted by law, subject to this Section 17, the Managing Owner
and its Affiliates shall be indemnified by the Trust, solely from the assets of
the Trust, against any losses, judgments, liabilities, expenses and amounts paid
in settlement of any claims sustained by them in connection with the Trust;
provided that such claims were not the result of negligence or misconduct on the
part of the Managing Owner or its Affiliates, and the Managing Owner, in good
faith, determined that such conduct was in the best interests of the Trust; and
provided further that Affiliates of the Managing Owner shall be entitled to
indemnification only for losses incurred by such Affiliates in performing the
duties of the Managing Owner and acting wholly within the scope of the authority
of the Managing Owner.

          Notwithstanding anything to the contrary contained in the preceding
two paragraphs, the Managing Owner and its Affiliates and any persons acting as
selling agent for the Units shall not be indemnified for any losses, liabilities
or expenses arising from or out of an alleged violation of federal or state
securities laws unless (1) there has been a successful adjudication on the
merits of each count involving alleged securities law violations as to the
particular indemnitee and the court approves indemnification of the litigation
costs, or (2) such claims have been dismissed with prejudice on the merits by a
court of competent jurisdiction as to the particular indemnitee and the court
approves indemnification of the litigation costs, or (3) a court of competent
jurisdiction approves a settlement of the claims against a particular indemnitee
and finds that indemnification of the settlement and related costs should be
made.

          In any claim for indemnification for federal or state securities law
violations, the party seeking indemnification shall place before the court the
position of the Securities and Exchange Commission, the California Department of
Corporations, the Massachusetts Securities Division, the Pennsylvania Securities
Commission, the

                                      TA-18
Tennessee Securities Division, the Texas Securities Board and any other state or
applicable regulatory authority with respect to the issue of indemnification for
securities law violations.

          The Trust shall not bear the cost of that portion of any insurance
which insures any party against any liability the indemnification of which is
herein prohibited.

          For the purposes of this Section 17, the term "Affiliates" shall mean
any person acting on behalf of or performing services on behalf of the Trust
who: (1) directly or indirectly controls, is controlled by, or is under common
control with the Managing Owner; or (2) owns or controls 10% or more of the
outstanding voting securities of the Managing Owner; or (3) is an officer or
director of the Managing Owner; or (4) if the Managing Owner is an officer,
director, partner or trustee, is any entity for which the Managing Owner acts in
any such capacity.

          Advances from the funds of the Trust to the Managing Owner or its
Affiliates for legal expenses and other costs incurred as a result of any legal
action initiated against the Managing Owner by a Unitholder are prohibited.

          Advances from the funds of the Trust to the Managing Owner or its
Affiliates for legal expenses and other costs incurred as a result of a legal
action will be made only if the following three conditions are satisfied: (1)
the legal action relates to the performance of duties or services by the
Managing Owner or its Affiliates on behalf of the Trust; (2) the legal action is
initiated by a third party who is not a Unitholder; and (3) the Managing Owner
or its Affiliates undertake to repay the advanced funds, with interest from the
initial date of such advance, to the Trust in cases in which they would not be
entitled to indemnification under the standard of liability set forth in Section
17(a).

          In no event shall any indemnity or exculpation provided for herein be
more favorable to the Managing Owner or any Affiliate than that contemplated by
the Blue Sky Guidelines as in effect on the date of this Declaration of Trust.

          In no event shall any indemnification permitted by this subsection (b)
of Section 17 be made by the Trust unless all provisions of this Section for the
payment of indemnification have been complied with in all respects. Furthermore,
it shall be a precondition of any such indemnification that the Trust receive a
determination of qualified independent legal counsel in a written opinion that
the party which seeks to be indemnified hereunder has met the applicable
standard of conduct set forth herein. Receipt of any such opinion shall not,
however, in itself, entitle any such party to indemnification unless
indemnification is otherwise proper hereunder. Any indemnification payable by
the Trust hereunder shall be made only as provided in the specific case.

          In no event shall any indemnification obligations of the Trust under
this subsection (b) of Section 17 subject a Unitholder to any liability in
excess of that contemplated by subsection (e) of Section 8 hereof.

          (c)     INDEMNIFICATION BY THE UNITHOLDERS. In the event that the
Trust is made a party to any claim, dispute or litigation or otherwise incurs
any loss or expense as a result of or in connection with any activities of a
Unitholder, obligations or liabilities unrelated to the business of the Trust or
as a result of or in connection with a transfer, assignment or other disposition
or an attempted transfer, assignment or other disposition by a Unitholder or an
assignee of its Units or of any part of its right, title and interest in the
capital or profits of the Trust in violation of this Declaration of Trust, such
Unitholder shall indemnify and reimburse the Trust for all loss and expense
incurred, including reasonable attorneys' fees.

          19.     AMENDMENTS; MEETINGS.

          (a)     AMENDMENTS WITH CONSENT OF THE MANAGING OWNER. If at any time
during the term of the Trust the Managing Owner shall deem it necessary or
desirable to amend this Declaration of Trust, the Managing Owner may proceed to
do so, provided that such amendment shall be effective only if embodied in an
instrument approved by the Managing Owner and, pursuant to a vote called by the
Managing Owner, by the holders of Units representing a majority of the
outstanding Units. Such vote shall be taken at least 30 but not more than 60
days after

                                      TA-19
delivery by the Managing Owner to each Unitholder of record by certified mail of
notice of the proposed amendment and voting procedures. Notwithstanding the
foregoing, the Managing Owner may amend this Declaration of Trust without the
consent of the Unitholders in order (i) to clarify any clerical inaccuracy or
ambiguity or reconcile any inconsistency (including any inconsistency between
this Declaration of Trust and the Prospectus), (ii) to effect the intent of the
allocations proposed herein to the maximum extent possible in the event of a
change in the Code or the interpretations thereof affecting such allocations,
(iii) to attempt to ensure that the Trust is not treated as an association
taxable as a corporation for federal income tax purposes, (iv) to qualify or
maintain the qualification of the Trust as a trust in any jurisdiction, (v) to
delete or add any provision of or to this Declaration of Trust required to be
deleted or added by the Staff of the Securities and Exchange Commission or any
other federal agency or any state "Blue Sky" or similar official or in order to
opt to be governed by any amendment or successor statute to the Act, (vi) to
make any amendment to this Declaration of Trust which the Managing Owner deems
advisable, provided that such amendment is for the benefit of and not adverse to
the Unitholders or the Trustee, or that is required by law, (vii) to make any
amendment that is appropriate or necessary, in the opinion of the Managing
Owner, to prevent the Trust or the Managing Owner or its directors, officers or
controlling persons from in any manner being subjected to the provisions of the
Investment Company Act of 1940, as amended, and (viii) to make any amendment
that is appropriate or necessary, in the opinion of the Managing Owner, to avoid
causing the assets of the Trust from being considered for any purpose of ERISA
or Section 4975 of the Code to constitute assets of any Plan.

          (b)     AMENDMENTS AND ACTIONS WITHOUT CONSENT OF THE MANAGING OWNER.
In any vote called by the Managing Owner or pursuant to subsection (c) of this
Section 18, upon the affirmative vote (which may be in person or by proxy) of
more than fifty percent (50%) of the Units then owned by Unitholders, the
following actions may be taken with respect to the Trust, irrespective of
whether the Managing Owner concurs: (i) this Declaration of Trust may be
amended, provided, however, that approval of all Unitholders shall be required
in the case of amendments changing or altering this Section 18, extending the
term of the Trust, or materially changing the Trust's basic investment policies
or structure; in addition, reduction of the capital account of any Unitholder or
assignee or modification of the percentage of profits, losses or distributions
to which a Unitholder or an assignee is entitled hereunder shall not be effected
by any amendment or supplement to this Declaration of Trust without such
Unitholder's or assignee's written consent; (ii) the Trust may be dissolved;
(iii) the Managing Owner may be removed and replaced; (iv) a new managing owner
or managing owners may be elected if the Managing Owner withdraws from the
Trust; (v) the sale of all or substantially all of the assets of the Trust may
be approved; and (vi) any contract with the Managing Owner or any affiliate
thereof may be disapproved and, as a result, terminated upon 60 days' notice.

          (c)     MEETINGS; OTHER. Any Unitholder upon request addressed to the
Managing Owner shall be entitled to obtain from the Managing Owner, upon payment
in advance of reasonable reproduction and mailing costs, a list of the names and
addresses of record of all Unitholders and the number of Units held by each
(which shall be mailed by the Managing Owner to the Unitholder within ten days
of the receipt of the request); provided, that the Managing Owner may require
any Unitholder requesting such information to submit written confirmation that
such information will not be used for commercial purposes. Upon receipt of a
written proposal, signed by Unitholders owning Units representing at least 10%
of all Units then owned by Unitholders, that a meeting of the Trust be called to
vote upon any matter upon which the Unitholders may vote pursuant to this
Declaration of Trust, the Managing Owner shall, by written notice to each
Unitholder of record sent by certified mail within 15 days after such receipt,
call a meeting of the Trust. Such meeting shall be held at least 30 but not more
than 60 days after the mailing of such notice, and such notice shall specify the
date of, a reasonable place and time for, and the purpose of such meeting. Such
notice shall establish a record date for Units entitled to vote at the meeting,
which shall be not more than 15 days prior to the date established for such
meeting.

          The Managing Owner may not restrict the voting rights of Unitholders
as set forth herein.

          In the event that the Managing Owner or the Unitholders vote to amend
this Declaration of Trust in any material respect, the amendment will not become
effective prior to all Unitholders having an opportunity to redeem their Units.

          (d)     CONSENT BY TRUSTEE. The Trustee's written consent to any
amendment of this Declaration of Trust shall be required, such consent not to be
unreasonably withheld; provided, however, that the Trustee may,

                                      TA-20
in its sole discretion, withhold its consent to any such amendment that would
adversely affect any right, duty or liability of, or immunity or indemnity in
favor of, the Trustee under this Declaration of Trust or any of the documents
contemplated hereby to which the Trustee is a party, or would cause or result in
any conflict with or breach of any terms, conditions or provisions of, or
default under, the charter documents or by-laws of the Trustee or any document
contemplated hereby to which the Trustee is a party; provided further, that the
Trustee may not withhold consent for any action listed in subsections
18(b)(ii)-(vi). Notwithstanding anything to the contrary contained in this
Declaration of Trust, the Trustee may immediately resign if, in its sole
discretion, the Trustee determines that the Unitholders' actions pursuant to
subsections 18(b)(i)-(vi) would adversely affect the Trustee in any manner.

          20.     GOVERNING LAW.

          The validity and construction of this Declaration of Trust shall be
determined and governed by the laws of the State of Delaware without regard to
principles of conflicts of law; provided, that the foregoing choice of law shall
not restrict the application of any state's securities laws to the sale of Units
to its residents or within such state.

          21.     MISCELLANEOUS.

          (a)     NOTICES. All notices under this Declaration of Trust shall be
in writing and shall be effective upon personal delivery, or if sent by first
class mail, postage prepaid, addressed to the last known address of the party to
whom such notice is to be given, upon the deposit of such notice in the United
States mails.

          (b)     BINDING EFFECT. This Declaration of Trust shall inure to and
be binding upon all of the parties, their successors and assigns, custodians,
estates, heirs and personal representatives. For purposes of determining the
rights of any Unitholder or assignee hereunder, the Trust and the Managing Owner
may rely upon the Trust records as to who are Unitholders and assignees, and all
Unitholders and assignees agree that their rights shall be determined and they
shall be bound thereby.

          (c)     CAPTIONS. Captions in no way define, limit, extend or describe
the scope of this Declaration of Trust nor the effect of any of its provisions.
Any reference to "persons" in this Declaration of Trust shall also be deemed to
include entities, unless the context otherwise requires.

          22.     CERTAIN DEFINITIONS.

          This Declaration of Trust contains certain provisions required by the
Blue Sky Guidelines. The terms used in such provisions are defined as follows
(the following definitions are included VERBATIM from such Guidelines and,
accordingly, may not in all cases be relevant to this Declaration of Trust):

     ADMINISTRATOR. The official or agency administering the securities laws of
     a state.

     ADVISOR. Any Person who for any consideration engages in the business of
     advising others, either directly or indirectly, as to the value, purchase,
     or sale of Commodity Contracts or commodity options.

     AFFILIATE. An Affiliate of a Person means: (a) any Person directly or
     indirectly owning, controlling or holding with power to vote 10% or more of
     the outstanding voting securities of such Person; (b) any Person 10% or
     more of whose outstanding voting securities are directly or indirectly
     owned, controlled or held with power to vote, by such Person; (c) any
     Person, directly or indirectly, controlling, controlled by, or under common
     control of such Person; (d) any officer, director or partner of such
     Person; or (e) if such Person is an officer, director or partner, any
     Person for which such Person acts in any such capacity.

     CAPITAL CONTRIBUTIONS. The total investment in a Program by a Participant
     or by all Participants, as the case may be.

                                      TA-21
COMMODITY BROKER. Any Person who engages in the business of effecting
     transactions in Commodity Contracts for the account of others or for his or
     her own account.

     COMMODITY CONTRACT. A contract or option thereon providing for the delivery
     or receipt at a future date of a specified amount and grade of a traded
     commodity at a specified price and delivery point.

     CROSS REFERENCE SHEET. A compilation of the Guidelines sections, referenced
     to the page of the prospectus, Program agreement, or other exhibits, and
     justification of any deviation from the Guidelines.

     NET ASSETS. The total assets, less total liabilities, of the Program
     determined on the basis of generally accepted accounting principles. Net
     Assets shall include any unrealized profits or losses on open positions,
     and any fee or expense including Net Asset fees accruing to the Program.

     NET ASSET VALUE PER PROGRAM INTEREST. The Net Assets divided by the number
     of Program Interests outstanding.

     NET WORTH. The excess of total assets over total liabilities as determined
     by generally accepted accounting principles. Net Worth shall be determined
     exclusive of home, home furnishings and automobiles.

     NEW TRADING PROFITS. The excess, if any, of Net Assets at the end of the
     period over Net Assets at the end of the highest previous period or Net
     Assets at the date trading commences, whichever is higher, and as further
     adjusted to eliminate the effect on Net Assets resulting from new Capital
     Contributions, redemptions, or capital distributions, if any, made during
     the period decreased by interest or other income, not directly related to
     trading activity, earned on Program assets during the period, whether the
     assets are held separately or in a margin account.

     ORGANIZATIONAL AND OFFERING EXPENSES. All expenses incurred by the Program
     in connection with and in preparing a Program for registration and
     subsequently offering and distributing it to the public, including, but not
     limited to, total underwriting and brokerage discounts and commissions
     (including fees of the underwriters' attorneys), expenses for printing,
     engraving, mailing, salaries of employees while engaged in sales activity,
     charges of transfer agents, registrars, trustees, escrow holders,
     depositories, experts, expenses of qualification of the sale of its Program
     Interest under federal and state law including taxes and fees, accountants'
     and attorneys' fees. (Organizational and Offering Expenses as used in this
     Declaration of Trust does not include selling commissions).

     PARTICIPANT. The holder of a Program Interest.

     PERSON. Any natural Person, partnership, corporation, association or other
     legal entity.

     PIT BROKERAGE FEE. Pit Brokerage Fee shall include floor brokerage,
     clearing fees, National Futures Association fees, and exchange fees.

     PROGRAM. A limited partnership, joint venture, corporation, trust or other
     entity formed and operated for the purpose of investing in Commodity
     Contracts.

     PROGRAM BROKER. A Commodity Broker that effects trades in Commodity
     Contracts for the account of a Program.

     PROGRAM INTEREST. A limited partnership interest or other security
     representing ownership in a Program.

     PYRAMIDING. A method of using all or a part of an unrealized profit in a
     Commodity Contract position to provide margin for any additional Commodity
     Contracts of the same or related commodities.

     SPONSOR. Any Person directly or indirectly instrumental in organizing a
     Program or any Person who will manage or participate in the management of a
     Program, including a Commodity Broker who pays any

                                      TA-22
portion of the Organizational and Offering Expenses of the Program, and the
     general partner(s) and any other Person who regularly performs or selects
     the Persons who perform services for the Program. Sponsor does not include
     wholly independent third parties such as attorneys, accountants and
     underwriters whose only compensation is for professional services rendered
     in connection with the offering of the units. The term "Sponsor" shall be
     deemed to include its Affiliates.

     VALUATION DATE. The date as of which the Net Assets of the Program are
     determined.

     VALUATION PERIOD. A regular period of time between Valuation Dates.

          Certain terms not defined herein are used with the respective meanings
set forth in the Prospectus.

          23.     NO LEGAL TITLE TO TRUST ESTATE.

          The Unitholders shall not have legal title to any part of the Trust
Estate.

          24.     LEGAL TITLE.

          Legal title to all the Trust Estate shall be vested in the Trust as a
separate legal entity; except where applicable law in any jurisdiction requires
any part of the Trust Estate to be vested otherwise, the Managing Owner (or the
Trustee, if required by law) may cause legal title to the Trust Estate of any
portion thereof to be held by or in the name of the Managing Owner or any other
person as nominee.

          25.     CREDITORS.

          No creditors of any Unitholders shall have any right to obtain
possession of, or otherwise exercise legal or equitable remedies with respect
to, the Trust Estate.

                                    *********

                                      TA-23
IN WITNESS WHEREOF, the undersigned have duly executed this Amended
and Restated Declaration of Trust and Trust Agreement as of the day and year
first above written.

                                    WILMINGTON TRUST COMPANY
                                    as Trustee

                                    By /s/ Anita E. Dallago
                                       --------------------
                                        Name: Anita E. Dallago
                                        Title: Senior Financial Services Officer

                                    MILLBURN RIDGEFIELD CORPORATION
                                    as Managing Owner

                                    By: /s/ Harvey Beker
                                        ----------------
                                        Harvey Beker
                                        Co-Chief Executive Officer

                                    All Unitholders now and hereafter admitted
                                    as Unitholders of the Trust, pursuant to
                                    powers of attorney now and hereafter
                                    executed in favor of, and granted and
                                    delivered to, the Managing Owner.

                                    By: MILLBURN RIDGEFIELD CORPORATION
                                        as Attorney-in-Fact

                                    By: /s/ George E. Crapple
                                        ---------------------
                                         George E. Crapple
                                         Co-Chief Executive Officer

                                      TA-24
SCHEDULE A

                              CERTIFICATE OF TRUST
                                       OF
                               GLOBAL MACRO TRUST

          THIS Certificate of Trust of GLOBAL MACRO TRUST (the "Trust"), dated
July 23, 2001, is being duly executed and filed by Wilmington Trust Company, a
Delaware banking corporation, as trustee, to form a business trust under the
Delaware Business Trust Act (12 DEL.C. Section 3801 et seq.).

          1. NAME. The name of the business trust formed hereby is GLOBAL MACRO
TRUST.

          2. DELAWARE TRUSTEE. The name and business address of the trustee of
the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration.

          IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first above
written.

                                  WILMINGTON TRUST COMPANY,
                                  as Trustee

                                  By: /s/ PATRICIA A. EVANS
                                      ---------------------
                                      Name:  Patricia A. Evans
                                      Title: Senior Financial Services Officer

                                      TA-25
[PAGE INTENTIONALLY LEFT BLANK]
ANNEX

                               GLOBAL MACRO TRUST
                             REQUEST FOR REDEMPTION

GLOBAL MACRO TRUST                                        ______________________
c/o MILLBURN RIDGEFIELD CORPORATION
    MANAGING OWNER                                                 DATE
411 WEST PUTNAM AVENUE
GREENWICH, CONNECTICUT  06830

Dear Sirs:

     The undersigned (trust account number GM-_______) hereby requests
redemption subject to all the terms and conditions of the Declaration of Trust
and Trust Agreement (the "Declaration of Trust") of GLOBAL MACRO TRUST (the
"Trust") of _____ Units of Beneficial Interest ("Units") in the Trust. (INSERT
NUMBER OF WHOLE UNITS TO BE REDEEMED; SUBSCRIBERS MAY REDEEM ANY NUMBER OF WHOLE
UNITS, THEY NEED NOT REDEEM ALL OR ANY MINIMUM NUMBER OF THEIR UNITS IN ORDER TO
REDEEM CERTAIN OF THEIR UNITS; HOWEVER, IF NO NUMBER IS INDICATED, ALL UNITS
HELD OF RECORD BY THE UNDERSIGNED WILL BE REDEEMED; FRACTIONAL UNITS MAY ONLY BE
REDEEMED UPON COMPLETE REDEMPTION OF THE UNDERSIGNED'S INTEREST IN THE TRUST.)
Units are redeemed at the Net Asset Value per Unit, as defined in the
Declaration of Trust, less any applicable redemption charge (see below).
Redemption shall be effective as of the end of the current calendar month;
provided that this Request for Redemption is received at least ten (10) days
prior to the end of such month. Payment of the redemption price of Units will
generally be made within fifteen (15) business days of the date of redemption.

     The undersigned hereby represents and warrants that the undersigned is the
true, lawful and beneficial owner of the Units to which this Request for
Redemption relates, with full power and authority to request redemption of such
Units. Such Units are not subject to any pledge or otherwise encumbered in any
fashion.

     Redemption charges of 4% and 3% (3.5% and 2.5%, 3% and 2%, and 2% and 1% in
the case of subscriptions for $100,000, $500,000 or $1,000,000 or more,
respectively) of the Net Asset Value of Units redeemed on or before the end of
the 6th and after the end of the 6th but on or before the end of the 12th full
calendar months, respectively, after the undersigned has purchased the Units
being redeemed will be deducted from the redemption price of all such Units and
paid to the Managing Owner. If the undersigned has purchased Units at more than
one closing, such Units will be treated on a first-in/first-out basis for
purposes of determining whether redemption charges continue to be applicable to
such Units. Redemption charges to not apply to Unitholders who acquired their
Units through broker or trust company asset-based fee or fixed-fee investment
programs or Unitholders who are Selling Agent employees who acquired their Units
through a 401(k) plan or other Selling Agent-sponsored employee benefit plan.

UNITED STATES UNITHOLDERS ONLY:

     Under the penalties of perjury, the undersigned hereby certifies that the
Social Security Number or Taxpayer ID Number indicated on this Request for
Redemption is the undersigned's true, correct and complete Social Security
Number or Taxpayer ID Number and that the undersigned is not subject to backup
withholding under the provisions of Section 3406(a)(1)(C) of the Internal
Revenue Code.

NON-UNITED STATES UNITHOLDERS ONLY:

Under the penalties of perjury, the undersigned hereby certifies that (a) the
undersigned is not a citizen or resident of the United States or (b) (in the
case of an investor which is not an individual) the undersigned is not a United
States corporation, partnership, estate or trust.

      SIGNATURES MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED

   Credit my customer securities account           Send to the address below

--------------------------------------------------------------------------------
  Name              Street                    City, State and Zip Code

Entity Unitholder                             Individual Unitholder(s)
(or assignee)                                 (or assignee(s))

-------------------------------------------   ----------------------------------
(Name of Entity)
                                              ----------------------------------

                                              ----------------------------------
By:                                           (Signature(s) of all Unitholder(s)
   ----------------------------------------   or assignee(s))
   (Authorized corporate officer,
    partner or trustee)
Social Security or Taxpayer ID Number ________________

                                      RR-1
[PAGE INTENTIONALLY LEFT BLANK]
EXHIBIT B

                               GLOBAL MACRO TRUST

                            SUBSCRIPTION REQUIREMENTS

     By executing a Subscription Agreement and Power of Attorney Signature Page
for GLOBAL MACRO TRUST (THE "TRUST"), each PURCHASER ("PURCHASER") of UNITS OF
BENEFICIAL INTEREST ("UNITS") in the Trust irrevocably subscribes for Units at
the Net Asset Value per Unit, as described in the Trust's PROSPECTUS DATED
___________ (THE "PROSPECTUS"). The minimum initial subscription is $5,000;
$2,000 for trustees or custodians of employee benefit plans. Incremental
subscriptions will be accepted in multiples of $100 in excess of such minimums.
Existing Unitholders may make additional investments in the Trust in $1,000
minimums, also with $100 increments. Units are sold in fractions calculated to
three decimal places.

     Purchaser is herewith delivering to Purchaser's Selling Agent (hereinafter,
"Selling Agent") an executed Subscription Agreement and Power of Attorney
Signature Page and either (i) delivering a check in the full amount of the
Purchaser's subscription or (ii) hereby authorizing such Selling Agent to debit
Purchaser's customer securities account maintained with such Selling Agent for
the full amount of Purchaser's subscription in accordance with the procedures
described under "Plan of Distribution -- Subscription Procedure" in the
Prospectus. If Purchaser's Subscription Agreement and Power of Attorney is
accepted, Purchaser agrees to contribute Purchaser's subscription to the Trust
and to be bound by the terms of the Trust's Declaration of Trust (Exhibit A to
the Prospectus). Purchaser agrees to reimburse the Trust and MILLBURN RIDGEFIELD
CORPORATION (THE "MANAGING OWNER") for any expense or loss incurred by either as
a result of the cancellation of Purchaser's Units due to a failure of the
Purchaser to deliver good funds in the amount of the subscription price of any
or all of such Units.

     If Purchaser is acting on behalf of an "employee benefit plan," as defined
in and subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or any "plan," as defined in Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") (the subscribing "employee benefit
plan" or a "plan" being hereinafter referred to as the "Plan"), Purchaser, as,
or on behalf of, the fiduciary of the Plan responsible for purchasing the Units
(the "Plan Fiduciary") understands that: the Plan Fiduciary must consider an
investment in the Units in light of the risks relating thereto; the Plan
Fiduciary must determine that, in view of such considerations, the Plan's
investment in the Trust is consistent with the Plan Fiduciary's responsibilities
under ERISA; the Plan's investment in the Trust must not violate and must not be
otherwise inconsistent with the terms of any legal document constituting the
Plan or any trust agreement thereunder; and the Plan Fiduciary (i) must be
responsible for the decision to invest in the Units, including the determination
that such investment is consistent with the requirement imposed by Section 404
of ERISA that Plan investments be diversified so as to minimize the risks of
large losses, (ii) must be independent of the Managing Owner, any of the Trust's
Selling Agents, Wilmington Trust Company, and any of their respective
affiliates, (iii) must be qualified to make such investment decision, and (iv)
none of the Managing Owner, any of the Trust's Selling Agents, any Clearing
Broker, Wilmington Trust Company, any of their respective affiliates or any of
their respective agents or employees may either: (a) have investment discretion
with respect to the investment of the assets of the Plan used to purchase Units;
(b) have authority or responsibility to or regularly give investment advice with
respect to the assets of the Plan used to purchase Units for a fee and pursuant
to an agreement or understanding that such advice will serve as a primary basis
for investment decisions with respect to the Plan and that such advice will be
based on the particular investment needs of the Plan; or (c) be an employer
maintaining or contributing to the Plan. The undersigned must, at the request of
the Managing Owner, furnish the Managing Owner with such information as the
Managing Owner may reasonably require to establish that the purchase of Units by
the Plan does not violate any provision of ERISA or the Code including, without
limitation, those provisions relating to "prohibited transactions" by "parties
in interest" or "disqualified persons," as defined therein.

INVESTOR SUITABILITY

     PURCHASER UNDERSTANDS THAT THE PURCHASE OF UNITS MAY BE MADE ONLY BY
PERSONS WHO, AT A MINIMUM HAVE (i) A NET WORTH OF AT LEAST $150,000 (EXCLUSIVE
OF HOME, FURNISHINGS AND AUTOMOBILES) OR (ii) AN ANNUAL GROSS INCOME OF AT LEAST
$45,000 AND A NET WORTH (SIMILARLY CALCULATED OF AT LEAST $45,000). PURCHASERS
WHO PURCHASE UNITS THROUGH UBS PAINEWEBBER INC. MUST, AT A MINIMUM, HAVE A NET
WORTH OF AT LEAST $150,000 (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) AND
AN ANNUAL GROSS INCOME OF AT LEAST $50,000 AND MUST HAVE CHOSEN
"AGGRESSIVE/SPECULATIVE" OR "MODERATE" AS THEIR PRIMARY RISK TOLERANCE.

     RESIDENTS OF THE FOLLOWING STATES MUST MEET THE SPECIFIC REQUIREMENTS SET
FORTH BELOW (NET WORTH, IS IN ALL CASES, TO BE CALCULATED EXCLUSIVE OF HOME,
FURNISHINGS AND AUTOMOBILES). NO PURCHASER SHOULD INVEST MORE

                                      SR-1
THAN 10% OF HIS OR NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) IN
THE UNITS. NO ENTITY, INCLUDING ERISA PLANS, SHOULD INVEST MORE THAN 10% OF ITS
LIQUID NET WORTH (READILY MARKETABLE SECURITIES) IN THE UNITS.

          1.   Alaska -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

          2.   Arizona -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

          3.   California -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

          4.   Iowa -- Net worth of at least $225,000 or a net worth of at least
     $60,000 and an annual taxable income of at least $60,000. Minimum purchase
     for individual retirement accounts and employee benefit plans in Iowa is
     $3,500.

          5.   Maine - Net worth of at least $200,000 or a net worth of at least
     $50,000 and an annual taxable income of at least $50,000.

          6.   Massachusetts -- Net worth of at least $225,000 or a net worth of
     at least $60,000 and annual taxable income of at least $60,000

          7.   Michigan -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and taxable income during the preceding year of at least
     $60,000.

          8.   Mississippi-- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

          9.   Missouri -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

          10.  Nebraska -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

          11.  New Hampshire -- Net worth of at least $250,000 or a net worth of
     at least $125,000 and an annual taxable income of at least $50,000.

          12.  North Carolina -- Net worth of at least $225,000 or a net worth
     of at least $60,000 and annual taxable income of at least $60,000.

          13.  Pennsylvania -- Net worth of at least $175,000 or a net worth of
     at least $100,000 and an annual income of at least $50,000.

          14.  South Carolina -- Net worth of at least $100,000 or a net income
     in the preceding year some portion of which was subject to maximum federal
     and state income tax.

          15.  South Dakota -- Net worth of at least $225,000 or a net worth of
     at least $60,000 and annual taxable income of at least $60,000.

          16.  Tennessee -- Net worth of at least $250,000 or a net worth of at
     least $65,000 and annual taxable income of at least $65,000.

          17.  Texas -- Net worth of at least $225,000 or a net worth of at
     least $60,000 and annual taxable income of at least $60,000.

                            -------------------------

     In the case of IRA and SEP plans, the foregoing suitability standards are
applicable to the beneficiary of the plan for whose account the Units are being
acquired.

     THE FOREGOING SUITABILITY STANDARDS ARE REGULATORY MINIMUMS ONLY. MERELY
BECAUSE PURCHASER MEETS SUCH REQUIREMENTS DOES NOT NECESSARILY MEAN THAT A HIGH
RISK, SPECULATIVE AND ILLIQUID INVESTMENT SUCH AS THE UNITS IS, IN FACT,
SUITABLE FOR PURCHASER.

                                      SR-2
EXHIBIT C

           THE EXECUTION COPY OF THE SUBSCRIPTION AGREEMENT AND POWER
         OF ATTORNEY ACCOMPANIES THIS PROSPECTUS AS A SEPARATE DOCUMENT.

                               GLOBAL MACRO TRUST
                          UNITS OF BENEFICIAL INTEREST

         BY EXECUTING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY,
                SUBSCRIBERS ARE NOT WAIVING ANY RIGHTS UNDER THE
                            FEDERAL SECURITIES LAWS.

                                ----------------

                           SUBSCRIPTION AGREEMENT AND
                                POWER OF ATTORNEY

GLOBAL MACRO TRUST
c/o MILLBURN RIDGEFIELD CORPORATION
    MANAGING OWNER
411 WEST PUTNAM AVENUE
GREENWICH, CONNECTICUT  06830

Dear Sirs:

          1. SUBSCRIPTION FOR UNITS. I hereby subscribe for the dollar amount of
UNITS OF BENEFICIAL INTEREST ("UNITS") in GLOBAL MACRO TRUST (the "Trust") set
forth in the Subscription Agreement and Power of Attorney Signature Page
attached hereto (minimum $5,000; $2,000 for trustees or custodians of employee
benefit plans), at a purchase price per Unit of Net Asset Value. Subscriptions
in excess of the foregoing minimums are permitted in $100 increments. Existing
investors may subscribe for additional Units in $1,000 minimums, also with $100
increments. Fractional Units will be issued to three decimal places. The terms
of the offering of the Units are described in the current Prospectus of the
Trust (the "Prospectus"). I have either (i) authorized my selling agent to debit
my customer securities account in the amount of my subscription or (ii)
delivered a check to my selling agent made out to "GLOBAL MACRO TRUST." If I
have chosen to subscribe by account debit, I acknowledge that I must have my
subscription payment in such account on but not before the settlement date for
my purchase of Units, which will occur no later than three (3) business days
after the acceptance of my subscription. My Registered Representative shall
inform me of such settlement date, on which date my account will be debited and
the amounts so debited will be transmitted, in the form of a selling agent check
or wire transfer made out to "GLOBAL MACRO TRUST" directly to the Trust's
account at FBR National Bank & Trust (for wire instructions, contact Gail
Rosenhack at 203-625-8215). MILLBURN RIDGEFIELD CORPORATION (THE "MANAGING
OWNER") may, in its sole and absolute discretion, accept or reject this
subscription in whole or in part. SUBSCRIPTIONS ARE REVOCABLE FOR FIVE BUSINESS
DAYS AFTER SUBMISSION. ALL UNITS ARE OFFERED SUBJECT TO PRIOR SALE.

          Subscriptions generally must be submitted no later than five calendar
days prior to the end of a month in order to be invested in the Units as of the
beginning of the immediately following month.

          2. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. I have received the
current Prospectus together with a recent Monthly Report of the Trust. I am of
legal age and am legally competent to execute this Subscription Agreement and
Power of Attorney. I understand that certain investor suitability standards must
be met as a condition of my investment in the Units. I acknowledge that I
satisfy the applicable requirements relating to net worth and annual income and,
if applicable, indicated risk tolerance, as set forth in "Exhibit B --
Subscription Requirements" to the Prospectus. If the undersigned is acting on
behalf of an "employee benefit plan," as defined in and subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or any "plan," as
defined in Section 4975 of the Internal Revenue Code of 1986, as amended (each,
a "Plan"), the individual signing below represents and warrants as, or on behalf
of, the Plan's fiduciary that: the Plan's fiduciary has (a) considered this
investment in light of its risks; (b) determined that this investment is
consistent with the Plan fiduciary's responsibilities under ERISA; (c)
determined that this investment neither violates nor is inconsistent with the
terms of the Plan; that (d) this investment has been authorized and approved by
all necessary parties; (e) none of the Managing Owner, any of the Selling
Agents, any Clearing Broker, Wilmington Trust Company, any of their

                                      SA-1
respective affiliates, agents or employees (i) has discretion with respect to
the investment of assets of the Plan used to purchase Units; (ii) has authority
or responsibility to or regularly gives investment advice with respect to the
assets of the Plan used to purchase Units for a fee and pursuant to an agreement
or understanding that such advice will serve as a primary basis for investment
decisions with respect to the Plan and that such advice will be based on the
particular investment needs of the Plan; or (iii) is an employer maintaining or
contributing to the Plan; and (f) the Plan's fiduciary is authorized and
qualified to make, and is responsible for, the decision to invest in the Trust
and is independent of the Managing Owner, the Trust's Selling Agents, the
Clearing Broker, Wilmington Trust Company, and any of their respective
affiliates. If subscriber is not an individual, the person signing the
Subscription Agreement and Power of Attorney Signature Page on behalf of
subscriber is duly authorized to execute such Signature Page and subscriber has
full power and authority to purchase the Units. This subscription, if made as
custodian for a minor, is a gift I have made to such minor, or if not a gift,
such minor satisfies the requirements relating to net worth and annual income
set forth in "Exhibit B -- Subscription Requirements." I am, or am not required
to be, registered with the CFTC or a member of NFA. The information set forth on
the Subscription Agreement and Power of Attorney Signature Page is correct and
complete as of the date of such Subscription Agreement, and, should there be any
material change in such information prior to my admission to the Trust as a
Unitholder, I will immediately furnish revised or corrected information to the
Managing Owner.

          3. POWER OF ATTORNEY. In connection with my purchase of Units, I do
hereby irrevocably constitute and appoint the Managing Owner and its successors
and assigns, as my true and lawful Attorney-in-Fact, with full power of
substitution, in my name, place and stead, to (i) file, prosecute, defend,
settle or compromise litigation, claims or arbitrations on behalf of the Trust
and (ii) make, execute, sign, acknowledge, swear to, deliver, record and file
any documents or instruments which may be considered necessary or desirable by
the Managing Owner to carry out fully the provisions of the Declaration of Trust
of the Trust, including, without limitation, the execution of the said Agreement
itself, and the execution of all amendments permitted by the terms thereof. The
Power of Attorney granted hereby shall be deemed to be coupled with an interest,
shall be irrevocable, shall survive, and shall not be affected by, my subsequent
death, incapacity, disability, insolvency or dissolution or any delivery by me
of an assignment of the whole or any portion of my Units.

          4. GOVERNING LAW. Subscriber hereby acknowledges and agrees that this
Subscription Agreement and Power of Attorney shall be governed by and be
interpreted in accordance with the laws of the State of Delaware, without regard
to principles of conflicts of laws.

          5. RISKS. (i) The Trust is speculative. You may lose all or
substantially all of your investment in the Trust; (ii) The Trust is recently
formed and has a limited performance history; (iii) the Trust is leveraged. The
Trust will acquire positions with a face amount as much as six to ten times or
more of its total equity. Leverage magnifies the impact of both profit and loss;
(iv) the performance of the Trust is expected to be volatile. In the last five
years, monthly returns in the Managing Owner's Diversified Portfolio, the
trading portfolio to be used by the Trust, ranged from up 14.41% to down 11.81%;
(v) You will sustain losses if the Trust is unable to generate sufficient
trading profits and interest income to offset its fees and expenses; and (vi)
the Units are not liquid. No secondary market exists for the Units and you may
redeem Units only as of a month-end. No investor should invest more than 10% of
his or her net worth (exclusive of home, furnishings and automobiles) in the
Trust.

         See "The Risks You Face" in the Prospectus beginning at page 9.

                                ----------------

     PLEASE COMPLETE THE SEPARATE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
SIGNATURE PAGE WHICH ACCOMPANIES THIS PROSPECTUS CAREFULLY, AND ENSURE THAT YOUR
REGISTERED REPRESENTATIVE KNOWS WHETHER YOU ARE SUBSCRIBING BY CHECK OR ACCOUNT
DEBIT.

                                      SA-2
GLOBAL MACRO TRUST
                          UNITS OF BENEFICIAL INTEREST
                  SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
                  SPECIMEN SIGNATURE PAGE (NOT TO BE COMPLETED)

    PLEASE COMPLETE THE SEPARATE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
                SIGNATURE PAGE WHICH ACCOMPANIES THIS PROSPECTUS.

The investor named below, by execution and delivery of this Subscription
Agreement and Power of Attorney Signature Page for purchase of units of
beneficial interest (the "Units") in GLOBAL MACRO TRUST (THE "TRUST") -- and by
either (i) enclosing a check payable to GLOBAL MACRO TRUST or (ii) authorizing
the Selling Agent to debit investor's securities account in the amount set forth
below -- hereby subscribes for the purchase of Units, at the price of the Net
Asset Value per Unit.

The named investor further acknowledges receipt of the current Prospectus of the
Trust (the "Prospectus") together with a recent Monthly Report of the Trust. The
Prospectus includes the Trust's Declaration of Trust and Agreement, the
Subscription Requirements and the Subscription Agreement and Power of Attorney,
the terms of which govern the investment in the Units being subscribed for
hereby.

By my signature below, I represent that I satisfy the requirements relating to
net worth and annual income and, if applicable, indicated risk tolerance as set
forth in Exhibit B to the Prospectus.

1) Total $ Amount __________________________________ (minimum of $5,000, except
   $2,000 minimum for IRAs and other qualified accounts; $1,000 minimum for
   existing investors making an additional investment; incremental investments
   in $100 multiples. An exchange for all of an investor's Millburn World
   Resource Trust or Millburn Global Opportunity Fund L.P. units may be for less
   than $5,000.)

2) Account #_________________________ (must be completed)
/ /  if payment is to be made by debit from investor's securities account check
     box

/ /  if exchanging Millburn World Resource Trust units, check box

/ /  if exchaning Millburn Global Opportunity Fund L.P. Units, check box

--------------------------------------------------------------------------------

3) Social Security # ________-________-______ Taxpayer ID# __________-__________
   Taxable Investors
   (check one): / / Individual Ownership
                / / Joint Tenants with Right of Survivorship
                / / Tenants in Common   / / Community Property
                / / Grantor or Other Revocable Trust
                / / Trust other than a Grantor or Revocable Trust
                / / Estate             / / UGMA/UTMA (Minor)
                / / Partnership        / / Corporation
                / / Limited Liability Company

   Non-Taxable Investors
   (check one) SELLING AGENT SPONSORED PLAN

                / / IRA             / / Profit Sharing
                / / IRA Rollover    / / Defined Benefit
                / / Pension         / / 401(k)
                / / SEP             / / Other (specify)

               NON-SELLING AGENT SPONSORED PLAN

                / / IRA             / / Profit Sharing
                / / IRA Rollover    / / Defined Benefit
                / / Pension         / / Other (specify)
                / / SEP             / / 401(k)
                                    / / check box if Selling Agent in No. 11
                                         is Custodian

--------------------------------------------------------------------------------

4) Investor's Name _____________________________________________________________

                   _____________________________________________________________
                       Telephone No.                 E-Mail Address

5) _____________________________________________________________________________
   Additional Information (for Estates, Partnerships, LLCs, Trusts and
   Corporations)

6) Resident Address    _________________________________________________________
   of Investor          Street (P.O. Box not acceptable)  City  State   Zip Code

7) Mailing Address     _________________________________________________________
   (if different)       Street                            City  State   Zip Code

8) Custodian Name      _________________________________________________________
   and Mailing Address  Name        Street                City  State   Zip Code

SIGNATURE(S) -- Do not sign without familiarizing yourself with the information
in the Prospectus, including: (i) the fundamental risks and financial hazards of
this investment, including the risk of losing your entire investment; (ii) the
Trust's substantial charges; (iii) the Trust's highly leveraged trading
activities; (iv) the lack of liquidity of the Units; (v) the existence of actual
and potential conflicts of interest in the structure and operation of the Trust;
(vi) that Unitholders may not take part in the management of the Trust; and
(vii) the tax consequences of an investment in the Trust. THE INTERNAL REVENUE
SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER
THAN THE CERTIFICATIONS BELOW REQUIRED TO AVOID BACKUP WITHHOLDING.

                                      SP-1
9)                            INVESTOR(S) MUST SIGN

X                                 X
  -----------------------------     --------------------------------------------
Signature of Investor     Date      Signature of Joint Investor (if any)   Date

   EXECUTING AND DELIVERING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
   SHALL IN NO RESPECT BE DEEMED TO CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THE
   SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF 1934.

                          UNITED STATES INVESTORS ONLY

   UNDER PENALTY OF PERJURY, BY SIGNATURE ABOVE, I HEREBY CERTIFY THAT: (A) THE
   SOCIAL SECURITY NUMBER OR TAXPAYER IDENTIFICATION NUMBER SET FORTH ABOVE IS
   MY TRUE, CORRECT AND COMPLETE SOCIAL SECURITY NUMBER OR TAXPAYER
   IDENTIFICATION NUMBER; (B) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE I
   AM EXEMPT FROM BACKUP WITHHOLDING OR BECAUSE (i) I HAVE NOT BEEN NOTIFIED BY
   THE INTERNAL REVENUE SERVICE (THE "IRS") THAT I AM SUBJECT TO BACKUP
   WITHHOLDING, OR (ii) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO
   BACKUP WITHHOLDING [CROSS OUT ITEM (B) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE
   IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE YOU HAVE
   FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN] AND (C) I AM
   A U.S. PERSON.

          THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY
   PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS ABOVE REQUIRED TO
   AVOID BACKUP WITHHOLDING.

                        NON-UNITED STATES INVESTORS ONLY

   Under the penalties of perjury, by signature above, I hereby certify that (a)
   I am not a citizen or resident of the United States or (b) (in the case of an
   investor which is not an individual) the investor is not a United States
   corporation, partnership, estate or trust: / / (check box if applicable).

    ----------------------------------------------------------------------------

   10)                    REGISTERED REPRESENTATIVE MUST SIGN

   I hereby certify that I have informed the investor of all pertinent facts
   relating to the: risks; tax consequences; liquidity and marketability;
   management; and control of the Managing Owner with respect to an investment
   in the Units, as set forth in the Prospectus. I have also informed the
   investor of the unlikelihood of a public trading market developing for the
   Units. I do not have discretionary authority over the account of the
   investor.

   I have reasonable grounds to believe, based on information obtained from the
   investor concerning his/her investment objectives, other investments,
   financial situation and needs and any other information known by me, that an
   investment in the Trust is suitable for such investor in light of his/her
   financial position, net worth and other suitability characteristics.

   The Registered Representative MUST sign below in order to substantiate
   compliance with Rule 2810 of the NASD's Conduct Rules.

     X                                           X
      ----------------------------------------    ------------------------------
     Registered Representative Signature  Date   Office Manager Signature   Date
                                                 (if required by Selling
                                                   Agent procedures)

   11)

    Selling Agent        _______________________________________________________
    Registered Representative
    Name (please print)  _______________________________________________________
                             First     M.I.        Last        Reg. Rep. Number

    Registered Representative
    Address              _______________________________________________________
    (for confirmations)  Street (P.O. Box not acceptable) City   State  Zip Code

    Registered Representative
    Phone and E-Mail     _______________________________________________________
                              Phone Number                   E-Mail Address

                                      SP-2
[PAGE INTENTIONALLY LEFT BLANK]
[PAGE INTENTIONALLY LEFT BLANK]

                                        4
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

      Item 13.  Other Expenses of Issuance and Distribution.

      The following is an estimate of the costs incurred in connection with
preparing and filing this Registration Statement.
Approximate
                                                                 Amount
                                                              ------------
Securities and Exchange Commission Registration
          Fee*.........................................        $18,400
          National Association of Securities Dealers, Inc.
          Filing Fee*..................................         20,500
          Printing Expenses............................         20,000
          Fees of Certified Public Accountants.........         20,000
          Blue Sky Expenses (Excluding Legal Fees)*....          4,850
          Fees of Counsel..............................         50,000
          Miscellaneous Offering Costs.................          6,250
                                                              --------
              Total....................................       $140,000

          ------------------------
          *Actual, not estimated.
Item 14. Indemnification of Directors and Officers.

         Section 17 of the Amended and Restated Declaration of Trust and Trust
Agreement (attached as Exhibit A to the Prospectus which forms a part of this
Registration Statement) provides for the indemnification of the Managing Owner,
certain of its affiliates and certain of its directors, officers and controlling
persons by the Registrant in certain circumstances. Such indemnification is
limited to claims sustained by such persons in connection with the Registrant;
provided that such claims were not the result of negligence or misconduct on the
part of a Managing Owner or its affiliates, directors, officers and controlling
persons. The Registrant is prohibited from incurring the cost of any insurance
covering any broader indemnification than that provided above. Advances of
Registrant funds to cover legal expenses and other costs incurred as a result of
any legal action initiated against the Managing Owner by a Unitholder are
prohibited.

      Item 15.  Recent Sales of Unregistered Securities.

         On July 23, 2001, the Registrant sold one Unit of Beneficial Interest
to the Initial Unitholder to permit the formation of the Registrant in
preparation for the filing of Registrant's initial Registration Statement on
Form S-1. The sale of this Unit was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) thereof. No discounts or
commissions were paid in connection with the sale, and no other offeree or
purchaser was solicited. There have been no other sales of unregistered
securities of the Registrant.
Item 16.  Exhibits and Financial Statement Schedules.

            The following documents (unless indicted) are filed herewith and
made a part of this Registration Statement.

            (a)   Exhibits.

          Exhibit
          Number              Description of Document
          -------             -----------------------
      3.03              Form of Amended and Restated Declaration and Agreement
      (Amended)         of Trust of Registrant (included as Exhibit A to the
                        Prospectus).

      5.01              Opinion of Richards, Layton & Finger relating to the
                        legality of the Units.

      8.01              Opinion of Sidley Austin Brown & Wood with respect to
                           Federal Income Tax Aspects.

      10.01             Form of Subscription Agreement and Power of Attorney
                        (included as Exhibit C in the Prospectus).

      23.01(a)          Consent of Sidley Austin Brown & Wood (included in
                        Exhibit 8.01).

      23.01(b)          Consent of Richards, Layton & Finger (included in
                        Exhibit 5.01).

      23.02             Consent of Arthur F. Bell, Jr. & Associates, L.L.C.

      23.03             Consent of PricewaterhouseCoopers LLP.

      23.04             Consent of Deloitte & Touche LLP.

            The following exhibits are incorporated by reference herein from
the exhibits of the same description and number filed on December 16, 2002
with Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form S-1 (Reg. No. 333-67072).

      10.03             Form of Wholesaling Agreement

            The following exhibits are incorporated by reference herein from
the exhibits of the same description and number filed on January 11, 2002
with Amendment No. 1 to Registrant's Registration Statement on Form S-1 (Reg.
No. 333-67072).

      1.01              Form of Selling Agreement among the Trust, the Managing
      Amended           Owner and the Selling Agent (including the form of
                        Additional Selling Agent Agreement)

      10.02             Form of Customer Agreement among the Trust, the Managing
                        Owner and the Clearing Broker

            The following exhibits are incorporated by reference herein from
the exhibits of the same description and number filed on August 8, 2001 with
Registrant's Registration Statement on Form S-1 (Reg. No. 333-67072).

      3.01              Certificate of Trust of Registrant

      3.02              Declaration of Trust and Trust Agreement of Registrant

                                       -2-
(b)  Financial Statement Schedules.

            No Financial Schedules are required to be filed herewith.

      Item 17.  Undertakings.

            (a)(1) The undersigned Registrant hereby undertakes to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
      the Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high and of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than a 20 percent change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective registration statement.

            (iii) To include any material information with respect to the plan
      of distribution not previously disclosed in the registration statement or
      any material change to such information in the registration statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

            (b) Insofar as indemnification for liabilities under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 14 above, or
otherwise, the Registrant had been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any such
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      -3-
SIGNATURES
            Pursuant to the requirements of the Securities Act of 1933, the
Managing Owner of the Registrant has duly caused this Registration Statement
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenwich in the State of Connecticut on the 20th day
of December 2002.

      GLOBAL MACRO TRUST

      By:  Millburn Ridgefield Corporation
                   Managing Owner

      By /s/ Harvey Beker
         --------------------------------------------
          Harvey Beker
          Co-Chief Executive Officer

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of Millburn Ridgefield Corporation, Managing Owner of the Registrant, in the
capacities and on the date indicated.
/s/ George E. Crapple    Co-Chief Executive                 December 20, 2002
      ----------------------   Officer and Director (Principal
      George E. Crapple        Executive Officer)

      /s/ Harvey Beker         Co-Chief Executive Officer         December 20, 2002
      -----------------------  and Director (Principal
      Harvey Beker             Executive Officer)

      /s/ Gregg R. Buckbinder  Senior Vice President (Principal   December 20, 2002
      -----------------------  Financial Officer)
      Gregg R. Buckbinder

      /s/ Tod A. Tanis         Vice President (Principal          December 20, 2002
      -----------------------  Accounting Officer)
      Tod A. Tanis
(Being the principal executive officers, principal financial
officer, principal accounting officer and a majority of the directors of
Millburn Ridgefield Corporation.)

     MILLBURN RIDGEFIELD CORPORATION
     Managing Owner of Registrant

     By  /s/ Harvey Beker                                 December 20, 2002
         --------------------------------

     Harvey Beker
     Co-Chief Executive Officer

                                      -4-
EXHIBIT INDEX
Exhibit
          Number              Description of Document
          -------             -----------------------
5.01              Opinion of Richards, Layton & Finger relating to the
                        legality of the Units.

      8.01              Opinion of Sidley Austin Brown & Wood with respect to
                        Federal Income Tax Aspects.

      23.01(a)          Consent of Sidley Austin Brown & Wood (included in
                        Exhibit 8.01).

      23.01(b)          Consent of Richards, Layton & Finger (included in
                        Exhibit 5.01).

      23.02             Consent of Arthur F. Bell, Jr. & Associates, L.L.C.

      23.03             Consent of PricewaterhouseCoopers LLP.

      23.04             Consent of Deloitte & Touche LLP.