UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Copies to:
James B. Biery
Burke J. Montgomery
Sidley Austin Brown & Wood LLP
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 check the following box. ý

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o

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. o

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. o

If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. o

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.

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.

Millburn Ridgefield Corporation, a professional futures trading advisor, is the Managing Owner and trading advisor of the Trust.

UBS Financial Services Inc. and additional Selling Agents are offering the Trust's Units at Net Asset Value as of the beginning of each month. As of August 31, 2003, the Net Asset Value of a Unit that sold for $1,000 as of July 1, 2002, when the Trust began trading, was $1,111.86.

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 $1,097,275,000.

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.

These are speculative securities. Read this Prospectus before you decide to invest. See "The Risks You Face" beginning on page 9.

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.

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 35 TO 38 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 6.

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 13.

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.

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, or toll free at 1-800-SEC-0330, for further information.

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

		Page
Part One
*Disclosure Document*
Summary		4
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
	Units Redeemed on or Before the End of the First Eleven Months after Purchase will be Assessed a Redemption Charge		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		10
	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		11
	Trading on Foreign Exchanges Presents Greater Risk Than Trading on U.S. Exchanges		11
	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		12
	Increased Competition Among Trend-Following Traders Could Reduce the Managing Owner's Profitability		12
	The Trust is Subject to Conflicts of Interest		12
	The Managing Owner has not Established Formal Procedures to Resolve Conflicts of Interest		12
	You Will be Taxed Each Year on Your Share of Trust Profits		12
	You Will be Taxed on the Trust's Interest Income Even if the Trust Suffers Trading Losses		13
	Limitations on the Deductibility of "Investment Advisory Fees"		13
	The IRS Could Audit Both the Trust and Individual Unitholders		13
	The Bankruptcy of a Clearing Broker or Currency Dealer Could Cause Losses		13
	The Trust Trades in Unregulated Markets		13
Investment Factors		13
Performance of the Trust		16
Quantitative and Qualitative Disclosures About Market Risk		20
The Managing Owner		25
Use of Proceeds		34
Charges		35
Redemptions; Net Asset Value		38
The Clearing Broker		39
Conflicts of Interest		41
The Trust and the Trustee		42
Federal Income Tax Aspects		45
Purchases by Employee Benefit Plans		48
Plan of Distribution		49
Legal Matters		53
Experts		53
Reports		53
Privacy Policy		53
Part Two
*Statement of Additional Information*
The Futures and Forward Markets		54
Supplemental Performance Information		56
Index to Financial Statements		F-1
Exhibit A—Third 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.

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 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 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.

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%. Since its inception in July 2002, monthly returns for the Trust have ranged from up 9.49% to down 9.27%.

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.

The Managing Owner has been managing client funds in the futures and forward markets for over 30 years. As of August 31, 2003, the Managing Owner was directing the trading of $697 million of client and proprietary capital in these markets. Of that $697 million, the Managing Owner was managing approximately $586 million pursuant to the Diversified Portfolio, the trading portfolio traded on behalf of the Trust, and the balance pursuant to the trading portfolios described under "The Managing Owner—Additional Millburn Trading Portfolios".

The Managing Owner contributed $2 million to the initial trading capital of the Trust. As of August 31, 2003, the investments of the Managing Owner, its principals, affiliates and employees in accounts managed pursuant to the Diversified Portfolio exceeded $131 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 August 31, 2003, the composition of the Managing Owner's Diversified Portfolio, as well as the Trust, was as follows:

As illustrated below, the returns in the Managing Owner's Diversified Portfolio from February 1977 through August 2003 have not been significantly correlated with traditional portfolio components such as stocks and bonds.

	MDP⁽¹⁾
MDP	1.00
S&P 500	(0.05	)
NASDAQ	(0.11	)
EAFE	0.01
Bonds	0.07
Hedge Funds	(0.08	)

An investment in the Trust can, but only if the Trust itself is successful, improve the reward/

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 eleventh, month-end after they are sold. There are no charges for redemptions of Units held at least 12 months. Redemption charges will be reduced in the case of subscriptions in the amount 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 2.5% and 1.5%.

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.

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.

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" 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 initial organizational costs. 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.

ROUTINE EXPENSES	Percentage Return Required First Twelve Months of Investment		Dollar Return Required ($5,000 Initial Investment) First Twelve Months of Investment
Brokerage Fees	7.00	%	$	350.00
Administrative Expenses*	0.50	%	$	25.00
Less Interest Income*	(1.11	)%	$	(56.00	)
Twelve-month "breakeven"	6.39	%	$	319.00

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

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 up to 1.35% 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.

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 lower maximum rate for individuals (15% for most gains recognized on or after May 6, 2003 and in taxable years beginning on or before December 31, 2008). 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.

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

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.

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.

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.

None of the entities indicated in this organizational chart are related. See "Conflicts of Interest." Descriptions of the dealings between the Managing Owner and the Trust are set forth under "Charges."

Set forth below are the principal risks associated with an investment in the Trust. You should consider these risks when making your investment decision.

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 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 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 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%. Since its inception in July 2002, monthly returns for the Trust have ranged from up 9.49% to down 9.27%.

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.

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 eleven months you own them.

Units Redeemed on or Before the End of the First Eleven Months after Purchase will be Assessed a Redemption Charge

If you redeem Units on or before the end of the first consecutive six-month and five 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. See "Redemptions; Net Asset Value—Redemption Procedures."

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 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 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 26 years. Consequently, some of the trading systems and combinations of systems currently being used to trade accounts traded pursuant to the Diversified Portfolio, as the Trust is so traded, 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.

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 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 Financial Services 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."

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 cannot assure that conflicts of interest will not result in losses for the Trust.

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.

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 lower maximum rate for individuals (15% for most gains recognized on or after May 6, 2003 and in taxable years beginning on or before December 31, 2008). 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

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.

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 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 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 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.

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.

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 1977 through August 2003 is approximately 17%. Past performance is not, however, necessarily indicative of future results.

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.

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 August 2003 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.

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:

*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
Australian Dollar		New Zealand Dollar
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

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.

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.

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.

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.

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).

	Monthly Rates of Return
Month	Monthly Rates of Return
Month	2003		2002
January	3.60	%
February	6.01	%
March	(9.27)	%
April	(0.27)	%
May	9.49	%
June	(3.84)	%
July	1.51	%	1.76	%
August	1.61	%	1.20	%
September			5.67	%
October			(7.94)	%
November			(4.84)	%
December			8.06	%
Compound Rate of Return	7.92	%	3.02	%

"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.

The Selected Financial Information for the period ended June 30, 2003 is taken from the unaudited financial statements of the Trust for the six months ended June 30, 2003. The Selected Financial Information for the year ended December 31, 2002 is taken from the financial statements of the Trust. See "Index to Financial Statements." The Trust commenced trading operations on July 1, 2002.

The following summarized quarterly financial information presents the results of operations for the three month periods ended June 30 and March 31, 2003 and December 31 and September 30, 2002. This information has not been audited. The Trust commenced operations July 1, 2002.

	Second Quarter 2003			Fourth Quarter 2002		Third Quarter 2002
Income:	$	262,222	$	116,714		$	73,119		$	36,935
Net Realized and Unrealized Gains (Losses):		5,431,563		(1,035,367	)		(384,118	)		1,337,839
Expenses:		1,609,241		602,131			327,432			142,478
Net Income (Loss):		3,685,720		(1,521,296	)		(520,253	)		1,043,194
Net Income (Loss) per Unit:		51.33		(3.65	)		(41.06	)		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.

Managing Owner's Discussion and Analysis of Financial Condition and Results of Operations

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 and capitalize on trends and other profit opportunities in different sectors of the global capital and commodity markets. The Managing Owner's trading methods 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.

The Trust's net asset value per Unit was down 0.35% during the first quarter of 2003 as a number of well-defined trends, especially in the energy and interest rate sectors, persisted during the first two months of the year and generated profits. However, in early March, these trends halted and reversed abruptly, producing losses that offset the quarter's earlier gains. On balance for the first quarter of 2003, profits from trading energy and interest rate futures were offset by the losses sustained from trading currency and stock index futures, and, to a lesser extent, by losses from metal and agricultural commodities

trading. For example, long crude oil positions were profitable in January and February, but lost money in March. Similar results were experienced in trading other energy contracts. Long German and U.S. interest rate futures positions produced losses in March after having been profitable in the first two months of the quarter, and losses from trading the Asian currencies outweighed gains from long positions in the European currencies and non-dollar cross rate trading. Trading of U.S., Japanese and Hong Kong equity futures resulted in a loss, and trading of metal and agricultural commodity futures was also unprofitable.

The Trust's net asset value per Unit posted a 5.00% gain during the second quarter of 2003, as profits in the April-May period outweighed losses in June. Trading of interest rate futures, currency forwards and equity futures was profitable, while trading of non-financial futures (energy, metals, and agricultural commodities) produced modest losses. For example, long positions in 5-year, 10-year and 30-year interest rate futures contracts for U.S., European and Japanese instruments were very profitable during much of the second quarter, although by mid-June, there were some losses sustained on these positions. A similar pattern of profits in April and May followed by losses in June was exhibited in the currency sector as short U.S. dollar positions against the euro, other European currencies, the Australian, New Zealand and Singapore dollars, and the South African rand produced sizable gains early in the quarter. Later in the quarter, however, there were losses on many of these short foreign dollar positions, although the short dollar positions versus the Aussie, New Zealand, South African and Singaporean currencies were still fractionally profitable. U.S. dollar/yen trading resulted in losses on both long and short dollar positions throughout the quarter, while long euro positions versus the yen, Norwegian krone, and pound sterling, and a long sterling position relative to the yen were profitable. In stock index futures trading, long positions in German, Japanese, and the Nasdaq stock indices were profitable, while a short S&P index trade was somewhat unprofitable. Natural gas trading resulted in a marked loss on a long position, while trading elsewhere in the energy sector had a slight negative impact on the Trust's performance for the quarter. In the agricultural sector, losses were experienced on both long and short positions in corn futures trading, and trading of other soft and agricultural commodities was slightly negative. Long gold and copper positions generated a small loss for the quarter.

During 2002, the Trust achieved net gains of $953,721 from its trading operations (including foreign exchange transactions and translations). Brokerage fees of $431,467 were paid or accrued. The Trust paid a profit share to the Managing Owner of $70,924. Interest income of $110,054 partially offset the Trust's expenses resulting in a net gain (inclusive of administrative expenses) of $522,941 and a 3.02% increase in the Net Asset Value per Unit.

Interest rate trading and, to a lesser extent, stock index trading were profitable during the Trust's first six months of operation. On the other hand, the Trust's currency trading generated losses, and trading in the energy, metals and agricultural sectors had only marginal impacts on performance.

Sluggish worldwide economic activity, the continuing plunge of stock prices and the flight to safety and quality prompted by geopolitical uncertainties triggered large, persistent capital flows into government bills, notes and bonds worldwide. Accordingly, the Trust's long positions in U.S., European, and Japanese interest rate futures generated sizable gains while the Trust's trading in Japanese, German and Hong Kong stock futures was modestly profitable. As tensions in the Middle East heightened at year-end, energy prices moved higher and the Trust's long energy positions were very profitable, largely offsetting losses suffered earlier in the year when energy prices were moving erratically without a trend. Similarly, a long gold position was profitable in December as geopolitical tensions heated up, and this gain offset most of the losses from the Trust's non-precious metals trading where trends were absent. The Trust sustained losses on both long and short dollar positions as the Japanese yen fluctuated erratically in the Y116-Y126 range

during the later half of the year. These losses, and those experienced from trading the Korean won, overwhelmed trading gains made on long positions in the euro and the South African rand. The Trust's non-dollar cross rate trading was also fractionally negative for the year. In the agricultural sector, profits from a long corn trade more than offset a loss from trading cotton, producing a fractional profit for the sector overall by year-end.

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.

The Trust is a speculative commodity pool. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Trust's main line of business.

Market movements result in frequent changes in the fair market value of the Trust's open positions and, consequently, in its earnings and cash flow. The Trust's market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Trust's open

The Trust can rapidly acquire and/or liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Trust's past performance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the Trust could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Trust's speculative trading and the recurrence in the markets traded by the Trust of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Trust's experience to date (i.e., "risk of ruin"). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Trust's losses in any market sector will be limited to Value at Risk or by the Trust's attempts to manage its market risk.

Materiality, as used in this section "Quantitative and Qualitative Disclosures About Market Risk," is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Trust's market sensitive instruments.

The following quantitative disclosures regarding the Trust's market risk exposures contain "forward-looking statements" within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

The Trust's risk exposure in the various market sectors traded by the Managing Owner is quantified below in terms of Value at Risk. Due to the Trust's mark-to-market accounting, any loss in the fair value of the Trust's open positions is directly reflected in the Trust's earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).

Exchange maintenance margin requirements have been used by the Trust as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed 95-99% of the maximum one-day losses in the fair value of any given contract incurred during the time period over which historical price fluctuations are researched for purposes of establishing margin levels. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

In the case of market sensitive instruments which are not exchange traded (almost exclusively currencies in the case of the Trust), dealers' margins have been used as Value at Risk.

The fair value of the Trust's futures and forward positions does not have any optionality component. However, the Managing Owner also trades commodity options on behalf of the Trust. The Value at Risk associated with options is reflected in the following table as the margin requirement attributable to the instrument underlying each option.

In quantifying the Trust's Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category's aggregate Value at Risk. The diversification effects resulting from the fact that

the Trust's positions are rarely, if ever, 100% positively correlated have not been reflected.

The following table indicates the average, highest and lowest amounts of trading Value at Risk associated with the Trust's open positions by market category for the six months ended June 30, 2003 and for fiscal year 2002. During 2002, the Trust's average total capitalization was approximately $46,442,535 million. The Trust commenced operations July 1, 2002. During the six months ended June 30, 2003, the Trust's average total capitalization was approximately $62,524,174.

June 30, 2003
Market Sector		Average Value at Risk		% of Average Capitalization		Highest Value At Risk		Lowest Value At Risk
Interest Rates		$	2.3		4.0	%	$	3.0	$	1.6
Currencies		$	13.9		22.3	%	$	19.6	$	8.1
Stock Indices		$	1.9		3.5	%	$	2.2	$	1.6
Metals		$	0.3		0.8	%	$	0.5	$	0.1
Commodities		$	0.3		0.6	%	$	0.3	$	0.3
Energy		$	0.7		1.3	%	$	0.7	$	0.6
	Total		$	19.4		32.3	%

Average, highest and lowest Value at Risk amounts relate to the quarter-end amounts for the six months ended June 30, 2003. Average Capitalization is the average of the Trust's capitalization at the end of each of the six months ended June 30, 2003. Dollar amounts represent millions of dollars.

Fiscal Year 2002
Market Sector		Average Value at Risk		% of Average Capitalization		Highest Value At Risk		Lowest Value At Risk
Interest Rates		$	1.1		7.0	%	$	1.4	$	0.7
Currencies		$	3.3		21.0	%	$	4.8	$	1.8
Stock Indices		$	0.6		4.0	%	$	0.6	$	0.5
Metals		$	0.2		1.3	%	$	0.2	$	0.1
Commodities		$	0.1		0.3	%	$	0.1	$	0
Energy		$	0.6		4.3	%	$	0.6	$	0.5
	Total		$	5.9		37.9	%

Average, highest and lowest Value at Risk amounts relate to the quarter-end amounts for the third and fourth calendar quarter-ends during the fiscal year. Average Capitalization is the average of the Trust's capitalization at the end of the third and fourth calendar quarters of fiscal year 2002. Dollar amounts represent millions of dollars.

The face value of the market sector instruments held by the Trust is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Trust. The magnitude of the Trust's open positions creates a "risk of ruin" not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions—unusual, but historically recurring from time to time—could cause the Trust to incur severe losses over a short period of time. The foregoing Value at Risk table—as well as the past performance of the Trust—give no indication of this "risk of ruin."

The Trust has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as any market risk they represent) are immaterial.

The Trust also has non-trading cash flow risk as a result of holding a substantial portion (approximately 73%) of its assets in U.S. Treasury notes and other short-term debt instruments (as well as any market risk they represent) for margin and cash management purposes. Although the Managing Owner does not anticipate that, even in the case of major interest rate movements, the Trust would sustain a material mark-to-market loss on its securities positions, if short-term interest rates decline so will the Trust's cash management income. The Trust also maintains a portion (approximately 9%) of its assets in cash in interest-bearing bank accounts. These cash balances are also subject (as well as any market risk they represent) to cash flow risk, which is not material.

The following qualitative disclosures regarding the Trust's market risk exposures—except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Managing Owner manages the Trust's primary market risk exposures—constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Trust's primary market risk exposures as well as the strategies used and to be used by the Managing Owner for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Trust's risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Trust. There can be no assurance that the Trust's current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Trust.

The following were the primary trading risk exposures of the Trust as of June 30, 2003, by market sector.

Financial Instruments. Interest rate movements directly affect the price of the sovereign bond positions held by the Trust and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries may materially impact the Trust's profitability. The Trust's primary interest rate exposure is to interest rate fluctuations in the United States and other major industrialized, or G-7, countries. However, the Trust also may take positions in futures contracts on the government debt of smaller nations. The Managing Owner anticipates that G-7 interest rates, both long-term and short-term, will remain the primary market exposure of the Trust for the foreseeable future.

Currencies. Exchange rate risk is the principal market exposure of the Trust. The Trust's currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Trust trades in a large number of currencies, including cross-rates—i.e., positions between two currencies other than the U.S. dollar. However, the Trust's major exposures have typically been in the dollar/yen, dollar/euro and dollar/Swiss positions. The Managing Owner does not anticipate that the risk profile of the Trust's currency sector will change significantly in the future.

Stock Indices. The Trust's primary equity exposure, through stock index futures, is to equity price risk in the G-7 countries. As of June 30, 2003, the Trust's primary exposures were in the E Mini Nasdaq 100 (United States), Simex (Singapore), TOPIX (Japan), DAX (German) and Hang Seng (Hong Kong) stock indices. The Trust is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Asian indices. (Static markets would not cause major market changes but would make it difficult for the Trust to avoid numerous small losses.)

Metals. The Diversified Portfolio used for the Trust trades precious and base metals. The Trust's primary metals market exposure is to fluctuations in the price of gold aluminum, copper and zinc.

Agricultural. The Trust's primary commodities exposure is to agricultural price movements, which are often directly affected by severe or unexpected weather conditions. Grains, coffee, sugar, cotton and cocoa accounted for the substantial bulk of the Trust's commodities exposure as of June 30, 2003.

Energy. The Trust's primary energy market exposure is to gas and oil price movements, often resulting from political developments in the Middle East and economic conditions worldwide. Energy prices are volatile and

substantial profits and losses have been and are expected to continue to be experienced in this market.

The following were the only non-trading risk exposures of the Trust as of June 30, 2003.

Foreign Currency Balances. The Trust's primary foreign currency balances are in Japanese yen, euro, British pounds and Hong Kong dollars. The Trust controls the non-trading risk of these balances by regularly converting these balances back into dollars (no less frequently than twice a month).

Securities Positions. The Trust's only market exposure in instruments held other than for trading is in its securities portfolio. The Trust holds only cash or interest-bearing, credit risk-free, short-term paper—typically U.S. Treasury instruments with durations no longer than 1 year. Violent fluctuations in prevailing interest rates could cause immaterial mark-to-market losses on the Trust's securities, although substantially all of these short-term instruments are held to maturity.

The Managing Owner attempts to control risk through the systematic application of its trading method, which includes a multi-system approach to price trend recognition, an analysis of market volatility, the application of certain money management principles, which may be revised from time to time, and adjusting leverage or portfolio size. In addition, the Managing Owner limits its trading to markets which it believes are sufficiently liquid in respect of the amount of trading it contemplates conducting.

The Managing Owner develops trading systems using various quantitative models and data and tests those systems in numerous markets against historical data to simulate trading results. The Managing Owner then analyzes the profitability of the systems looking at such features as the percentage of profitable trades, the worst losses experienced, the average giveback of maximum profits on profitable trades and risk adjusted returns. The performance of all systems in the market are then ranked, and a number of systems (typically, five to eight) are selected which make decisions in different ways at different times. This multi-system approach ensures that the total risk intended to be taken in a market is spread over several different strategies.

The Managing Owner also attempts to assess market volatility as a means of monitoring and evaluating risk. In doing so, the Managing Owner uses a volatility overlay system which is designed to measure the risk in a portfolio's position in a market and to signal 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.

The Managing Owner's risk management also focuses on money management principles applicable to a portfolio as a whole rather than to individual markets. The first principle is reducing overall portfolio volatility through diversification among markets. The Managing Owner seeks a portfolio in which returns from trading in different markets are not highly correlated, that is, in which returns are not all positive or negative at the same time. Additional money management principles include limiting the assets committed as margin or collateral, generally within a range of 15% to 35% of an account's net assets; avoiding the use of unrealized profits in a particular market as margin for additional positions in the same market; and changing the equity used for trading 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 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 Managing Owner determines asset allocation among markets on the basis of a systematic portfolio allocation algorithm. From time to time the Managing Owner may adjust the size of a position, long or short, in any given market. 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 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.

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 August 31, 2003 the Managing Owner, together with its affiliate ShareInVest Research L.P., was managing approximately $1,025 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. The value of the Managing Owner's investment in the Trust as of August 31, 2003 was $2,473,239.

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 50. 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 59. 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 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 44. 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 56. 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 46. 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 51. 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 below under "—Additional Performance of the Managing Owner" and in "Supplemental Performance Information."

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.

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.

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 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 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 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 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:

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.

The Managing Owner trades its Diversified Portfolio on behalf of the Trust. The following summary and chart reflect the composite performance results from January 1998 through August 2003 of the Managing Owner's Diversified Portfolio.

Month	2003		2002		2001		2000		1999		1998
January	4.28	%	1.88	%	0.62	%	1.99	%	(4.01	)%	2.87	%
February	6.91	%	(4.31	)%	(1.54	)%	(1.73	)%	3.08	%	(2.71	)%
March	(9.34	)%	1.05	%	9.12	%	(4.55	)%	1.21	%	1.14	%
April	(0.07	)%	(3.26	)%	(5.39	)%	0.67	%	5.51	%	(7.38	)%
May	10.74	%	6.01	%	1.89	%	(1.94	)%	(3.34	)%	4.04	%
June	(4.10	)%	13.44	%	(2.24	)%	(4.43	)%	5.80	%	2.32	%
July	1.97	%	6.06	%	(5.38	)%	(1.85	)%	(3.82	)%	(4.96	)%
August	2.05	%	1.55	%	3.26	%	3.23	%	1.17	%	6.94	%
September			6.62	%	(2.85	)%	(2.77	)%	0.73	%	5.53	%
October			(8.06	)%	4.20	%	4.50	%	(11.81	)%	(1.84	)%
November			(4.14	)%	(8.21	)%	6.02	%	2.19	%	(0.75	)%
December			7.38	%	1.85	%	14.41	%	2.68	%	2.71	%
Compound Annual Rate of Return	11.62	%	24.55	%	(5.79	)%	12.72	%	(1.99	)%	7.12	%

The Trust is a single Diversified Portfolio account of the Managing Owner. The performance set forth above is the composite performance of the Managing Owner's fully-funded Diversified Portfolio accounts, not the performance of the Trust.

OTHER MILLBURN SPONSORED FUNDS
(Each a single-advisor pool)
January 1, 1997 - August 31, 2003

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


Name of CTA:	Millburn Ridgefield Corporation		Millburn Ridgefield Corporation		Millburn Ridgefield Corporation		Millburn Ridgefield Corporation		Millburn Ridgefield Corporation		Millburn Ridgefield Corporation		Millburn Ridgefield Corporation		Millburn Ridgefield Corporation
Name of Program:	Diversified-High Leverage		Diversified- 2XL		Diversified- 2.5XL		Currency Portfolio		Currency-High Leverage		Global Portfolio		Index Portfolio		World Resource Portfolio
Inception of Client Account Trading by CTA:	February 1971		February 1971		February 1971		February 1971		February 1971		February 1971		February 1971		February 1971
Inception of Client Account Trading in Program:	April 1998		January 1998		December 1999		November 1989		July 1993		November 1989		May 2002		September 1995
Number of Open Accounts:	0		0		0		3		1		2		1		1
Actual Assets Overall:	$643 million		$643 million		$643 million		$643 million		$643 million		$643 million		$643 million		$643 million
Actual Assets in Program:	0		0		0		$32.3 million		$5.6 million		$22.5 million		$29.9 million		$21 million
Worst Monthly Drawdown in an Account:	(12.62 (10/99	)% )	(12.39 (7/98	)% )	(20.43 (11/02	)% )	(8.69 (9/01	)% )	(13.90 (9/01	)% )	(9.86 (11/01	)% )	(4.58 (7/03	)% )	(14.82 (10/99	)% )
Worst Peak-to-Valley Drawdown in an Account:	(17.07 (7/99-3/00	)% )	(25.40 (1/98-7/98	)% )	(39.92 (3/01-04/02	)% )	(21.55 (7/97-9/00	)% )	(40.79 (7/97-8/00	)% )	(34.97 (6/99-9/00	)% )	(10.71 (2/03-7/03	)% )	(29.82 (2/97-9/00	)% )
2003 Compound Rate of Return	N/A		N/A		N/A		(3.92 (8 mos	)% )	(10.87 (8 mos	)% )	8.38 (8 mos	% )	(4.48 (8 mos.	)% )	11.28 (8 mos	% )
2002 Compound Rate of Return:	N/A		N/A		68.79 (7 mos.	% )	20.59	%	22.96	%	24.80	%	1.79 (8 mos.	% )	17.85	%
2001 Compound Annual Rate of Return:	N/A		N/A		(16.16	)%	4.18	%	(0.27	)%	5.12	%	N/A		(10.52	)%
2000 Compound Annual Rate of Return:	(8.46 (3 mos.	)% )	N/A		18.15	%	6.89	%	(2.05	)%	(8.11	)%	N/A		2.34	%
1999 Compound Annual Rate of Return:	(5.57	)%	8.76 (5 mos.	% )	3.5 (1 mo.	% )	5.22	%	(0.67	)%	(0.77	)%	N/A		(9.58	)%
1998 Compound Annual Rate of Return:	4.67 (9 mos.	% )	(4.42	)%	N/A		(5.02	)%	(15.45	)%	2.03	%	N/A		5.66	%

PAST PERFORMANCE NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
The Trust's account is traded pursuant to the Managing Owner's Diversified Portfolio, the performance of which is set forth on page 31.
See the notes on page 16.

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, U.S. government-instrument money market or custody accounts opened in the Trust's name, although the actual level may vary from time to time. Assets held in these accounts will be held primarily in interest-bearing 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.

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

Recipient	Nature of Payment	Amount of Payment
The Managing Owner	Brokerage Fee	A flat-rate monthly fee of 0.58 of 1% of the Trust's 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 Counterparties	"Bid-ask" spreads	These spreads are not actually fees paid by the Trust but are dealer profit margins incorporated into forward contract pricing. They are, therefore, unquantifiable.
The Managing Owner	Annual Profit Share	20% of any New Trading Profit, excluding interest income and after reduction for Brokerage Fees and administrative costs.
Others	Trustee fees, legal, accounting, printing, postage and administrative costs	As incurred; not expected to exceed 0.50 of 1% of average month-end Net Assets annually.
Others	Extraordinary charges	Actual payments to third parties; expected to be negligible.

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 $0.06 per round-turn trade of a futures contract and $0.03 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 will range between approximately 0.5% and 1% of average month-end Net Assets per year. The Managing Owner will pay these costs from the Brokerage Fees 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 range between approximately 2% and 2.5% 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 0.5% to 1% per annum paid out in execution costs.

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.

If you subscribe in the amount of $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.

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 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.

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 may pay certain of these costs and, if so, will be reimbursed without interest by the Trust. Under certain circumstances, for example, where such costs are unexpectedly high, the Managing Owner may, but is not obligated to do so, waive a portion of such reimbursement.

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.

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

Redemption charges, described below, apply through the first eleven 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 equals or exceeds 12 months.

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 consecutive six-month and five-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 your subscription is in the amount of $100,000, $500,000 or $1,000,000 or more, your redemption charges will be 3.5% and 2.5%, 3% and 2%, and 2.5% and 1.5%, 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 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 equals or exceeds 12 months.

All additional Units issued to subscribers subject to reduced Brokerage Fees shall, for redemption purposes, be deemed all to have been issued as of the date of the longest outstanding Units held by the particular Unitholder. In the event that Units are sold at an intra-month closing date, the end of such month will constitute the first of the eleven 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.

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 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.

UBS Financial Services Inc. serves as the Trust's primary futures Clearing Broker. The Managing Owner uses a variety of different executing brokers and a portion of the Trust's futures transactions may be cleared by other futures clearing brokers.

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 Financial Services Inc.'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 Financial Services Inc. is a wholly-owned indirect subsidiary of UBS AG ("UBS").

Although agreeing to act as Clearing Broker for the Trust, UBS Financial Services Inc. does not take any part in its ongoing management and was not involved in its organization.

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

UBS Financial Services Inc. will cause all futures trades made on behalf of the Trust and carried by UBS Financial Services Inc. to be cleared through its parent, UBS.

UBS Financial Services Inc. 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 Financial Services Inc. 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 June 9, 2003, UBS Financial Services Inc. was known as UBS PaineWebber Inc. Prior to March 5, 2001, UBS PaineWebber Inc. was known as PaineWebber Inc.

Like most securities firms, UBS Financial Services Inc. is and has been a defendant in numerous legal actions relating to its securities and commodities business that allege various violations of federal and state securities laws. Prior to November 3, 2000, UBS Financial Services Inc. was a wholly owned subsidiary of PaineWebber Group Inc., a public company

listed on the NYSE which regularly reported on Forms 10K and 10Q to the Securities and Exchange Commission SEC and the NYSE regarding pending material litigation, including administrative proceedings. These reports are publicly available and include information about UBS Financial Services matters.

Effective November 3, 2000, UBS Financial Services Inc. became a wholly owned subsidiary of UBS Americas Inc. and an indirect subsidiary of UBS AG. UBS AG, a Swiss banking corporation, is publicly owned, and its shares are listed on the Zurich, New York and Tokyo stock exchanges. UBS AG files annual reports on Form 20-F with the SEC, and also files quarterly reports and certain other material information with the SEC under cover of Form 6-K. These reports are publicly available. Starting with the Form 20-F for the year ended December 31, 2000, these reports include material information about UBS Financial Services matters, including information about any material litigation or administrative proceedings.

UBS Financial Services Inc. and UBS Securities Inc. (formerly known as UBS Warburg LLC) (together "the UBS defendants") are included among the ten firms participating in the global settlement announced on April 28, 2003 among the SEC, NYSE, NASD and the various states relating to the conflicts of interest between equity research and investment banking. Under the terms of the settlement, the UBS defendants will pay a $25 million penalty, $25 million in disgorgement of commissions and fees, and an additional $30 million for investor education and to purchase independent research going forward.

On April 6, 2000, seventeen broker/dealer firms, including UBS Financial Services, entered into a global settlement resolving the allegations involving the pricing and sale of government securities in municipal bond advanced refunding transactions during the period 1990 through 1994. As a result, UBS Financial Services along with nine other firms entered into settlement agreements with the United States Department of Justice, the United States Securities and Exchange Commission, and the United States Internal Revenue Service. Other firms settled similar charges with the NASDR. Without admitting liability, these firms agreed among other things to the entry of a cease and desist order and to make payments in the amount of approximately $21 million to the United States Treasury and $4 million to certain municipal issuers.

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 it 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 firms settled related SEC administrative actions at the same time.

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.

A portion of the Trust's futures transactions are cleared through Deutsche Bank Securities Inc. ("DBSI"). DBSI has its main business office located at 60 Wall Street, New York, New York 10005, U.S.A., and is an indirect wholly owned subsidiary of Deutsche Bank AG. DBSI is registered with the Commodity Futures Trading Commission as a futures commission merchant ("FCM") and is a member of the National Futures Association in such capacity. In the ordinary course of its business, DBSI is involved in numerous legal actions, some of which seek significant damages.

DBSI is not, and during the past five years has not been, subject to any civil, administrative or criminal proceeding that would materially affect its ability to do business as an FCM in the ordinary course.

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 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 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 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 assesses the Trust brokerage commissions and may assess 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.

Other futures clearing brokers employed by the Trust, and their officers and employees, may have similar conflicts of interest.

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 Financial Services Inc. has a financial incentive to discourage its clients from redeeming Units.

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

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 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.

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.

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.

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.

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.

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.

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 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.

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.

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.

The following constitutes the opinion of Sidley Austin Brown & Wood LLP and summarizes the material federal income tax consequences to individual investors in the Trust. Sidley Austin Brown & Wood LLP's opinion is filed as an exhibit to the registration statement related to the Units offered by this Prospectus.

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.

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.

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.

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 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.

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 elects 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.

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 15% for most gains recognized on or after May 6, 2003 and in taxable years beginning on or before December 31, 2008. 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.

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 LLP 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 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.

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 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.

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.

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.

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 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.

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.

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.

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

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.

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.

The Units are offered on a "best efforts" basis without any firm underwriting commitment through Selling Agents including, but not limited to, UBS Financial Services 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 the Trust's bank account at First Republic Bank, San Francisco, California, and then transferred to a U.S. government instrument-only money market account 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 the

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).

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 accounts pending investment in the Trust's trading account.

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 the submission of the subscriber's Subscription Agreement to subscriber's Selling Agent.

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 of up 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:

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 up to 3.5%, 3% and 2.5% of the subscription amount and ongoing compensation at an annual rate of up to 3.5%, 3%, and 2.5% 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, of up to 1.35% 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 of up to a 1.35% 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."

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.

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. Currently, 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. Maximum compensation paid to such Selling Agents and wholesalers shall not exceed the maximum permitted by the NASD in connection with this offering of the Units.

Sidley Austin Brown & Wood LLP, 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 LLP 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 LLP advises the Managing Owner on an ongoing basis, including concerning its responsibilities as Managing Owner.

The Millburn Ridgefield Corporation Statement of Financial Condition as of December 31, 2002 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, 2002 and for the period from July 1, 2002 (commencement of operations) through December 31, 2002 included in this Prospectus have been so included in reliance on the report of Ernst & Young LLP, independent accountants, given on the authority of that firm as experts in auditing and accounting.

The statement of financial condition of Millburn International (Cayman) Limited at December 31, 2002 included in this Prospectus has been so included in reliance on the report of Ernst & Young LLP, independent accountants, given on the authority of that firm as experts in auditing and accounting.

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.

Under CFTC Rules, financial institutions like the Managing Owner are required to provide privacy notices to their clients. As required by such CFTC Rules, we are providing you with the following information.

In order to service your account and process your transactions, the Managing Owner may provide your personal information to its affiliates and to firms that assist the Managing Owner in servicing your account and have a need for such information such as account or fund administrators. The Managing Owner requires third-party service providers to protect the confidentiality of your information and to use the information only for the purposes for which the Managing Owner discloses the information to them.

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

The Managing Owner restricts access to nonpublic personal information about you to its personnel who need to know that information in order to provide products or services to you. The Managing Owner maintains physical, electronic and procedural controls in keeping with federal standards to safeguard your nonpublic personal information.

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.

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.

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.

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.

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 20¢ 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.

The Trust trades the Millburn Diversified Portfolio (MDP). MDP is the composite performance of all fully-funded accounts which have traded the portfolio since its inception in 1977, adjusted to reflect the charges applicable to the Trust. The Trust is separate from MDP and the performance of MDP is not the performance of the Trust. The Trust is one account which has traded MDP since July 1, 2002.

The analyses set forth on the following pages are derived from the over 26-year history of MDP and reflect the characteristics of the portfolio and strategy traded by the Trust over an extended period which includes rising and falling stock prices, interest rates, dollar exchange rates and inflation plus numerous shocks to global economic and financial systems.

MDP is an actively managed portfolio of futures and forward contracts and related options. The S&P 500 Index, NASDAQ Composite Index, Morgan Stanley Capital International European Asian Far Eastern Stock Index (MSCI EAFE) and Lehman Brothers Long-Term U.S. Treasury Bond Index are unmanaged indices commonly used as market benchmarks. These indices are compared to MDP because they represent asset classes often included in investor portfolios, and are useful in illustrating the potential diversification benefits of MDP.

Neither MDP nor the Trust is a complete investment program, and investment in the Trust should be viewed as a diversification opportunity only, not as a substitute for a well diversified portfolio.

The past performance of MDP is not necessarily indicative of the future results of the Trust.

	MDP¹		S&P 500²		NASDAQ³		EAFE⁴		BONDS⁵
2003	8	%	16	%	36	%	15	%	-1	%
2002	24	%	-22	%	-32	%	-16	%	17	%
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
1977-2003	17	%	13	%	12	%	11	%	10	%

MDP has a pro forma compound rate of return of 17% for over 26 years. 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/or bonds is observable in the table for the years 2002, 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 MDP or the Trust will not incur losses, as MDP did in the full years 2001, 1999, 1989, 1986 and 1983. The largest monthly loss during the period shown was 15.4% (9/86).

THE TRUST IS A SINGLE ACCOUNT TRADED PURSUANT TO MILLBURN'S DIVERSIFIED
PORTFOLIO AND IS THUS SEPARATE FROM MDP. THE PAST PERFORMANCE OF MDP IS
NOT NECESSARILY INDICATIVE OF THE FUTURE PERFORMANCE OF THE TRUST.

	MDP
MDP¹	1.00
S&P 500²	(0.05	)
NASDAQ³	(0.11	)
EAFE⁴	(0.01	)
BONDS⁵	0.07
HEDGE FUNDS⁶	(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 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.

For over 26 years, the pattern of MDP's returns has been largely independent of the returns in the equity or bond markets. A similar pattern is evident versus hedge funds by comparing MDP to the HFRI Fund Weighted Composite Index, an internationally recognized benchmark of hedge fund performance created 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 or the Trust will be non-correlated during such periods or will not incur losses.

MDP¹ AND NASDAQ² DURING LOSING QUARTERS OF THE S&P 500 INDEX³—
FEBRUARY 1977—AUGUST 2003

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 32 losing quarters. Over those 32 quarters, the S&P 500's average loss was 5.9%. Over those same 32 quarters, MDP experienced an average gain of 7.6%. The NASDAQ Composite's average performance for those 32 quarters was a loss of 9.5%. 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 or the Trust will capitalize on such opportunities or that they will not incur losses. The performance of MDP and the Trust is independent of the performance of the S&P 500 and are as likely to perform negatively as positively during losing quarters for the S&P 500.

During the period February 1977 through August 2003, in addition to the 32 losing quarters experienced by the S&P 500 Index presented in the chart above, the S&P Index experienced 74 profitable quarters with an average gain of 7.3% per quarter. The NASDAQ Composite was profitable in 62 of those 74 quarters and experienced an average per quarter gain of 11.7% for all 74 quarters. MDP was profitable 44 of those 74 quarters and experienced an average per quarter gain of 9.1% for all 74 quarters.

	MDP¹		S&P 500²		NASDAQ³		EAFE⁴		BONDS⁵
Total No. of 12-Mo. Periods	308		308		308		308		308
Average Return	20	%	14	%	14	%	13	%	11	%
Best 12-Mo. Period	112	%	61	%	105	%	104	%	56	%
Worst 12-Mo. Period	-21	%	-27	%	-60	%	-28	%	-16	%
Standard Deviation	24	%	17	%	27	%	23	%	13	%
No. of Profitable 12-Mo. Periods	249		247		230		222		245
Average Profit	26	%	20	%	26	%	22	%	14	%
Standard Deviation	21	%	12	%	19	%	20	%	11	%
No. of Unprofitable 12-Mo. Periods	59		61		78		86		63
Average Loss	-7	%	-11	%	-20	%	-11	%	-5	%
Standard Deviation	6	%	7	%	15	%	7	%	4	%

The table above contains statistics for all periods of 12 consecutive months from February 1977 through August 2003. The data in this table suggest 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 August 2003 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.

The chart above shows MDP's frequency distribution of 319 monthly returns from February 1977 through August 2003. 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 319 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.

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 August 2003 was smaller than the loss in most of these unleveraged equity indices. There is no guarantee, however, that past drawdown relationships will persist into the future.

ANNUAL RETURNS (rounded to the nearest %)
FEBRUARY 1977—AUGUST 2003
SUPPLEMENTAL TABLE

The following table is similar to the previous Annual Returns table. 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.

	MDP¹		S&P 500²		NASDAQ³		EAFE⁴		BONDS⁵
2003	10	%	6	%	36	%	15	%	-1
2002	27	%	-22	%	-32	%	-16	%	17	%
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	20	%	13	%	12	%	11	%	10	%

The performance shown 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 the previous page); 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 Long-Term U.S. Treasury Bond Index are unmanaged indices commonly used as market benchmarks. The performance of these indices does not reflect any fees or transaction costs as these expenses do not apply to market indices. The HFRI Fund Weighted Composite Index is an unmanaged index of actively managed hedge funds and is an internationally recognized benchmark of hedge fund performance. The performance of the index reflects the fees and transaction costs borne by its underlying hedge fund components but not of the index itself as none apply to the index.

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.

GLOBAL MACRO TRUST

STATEMENT OF FINANCIAL CONDITION

At June 30, 2003

(UNAUDITED)

Global Macro Trust

Statement of Operations

For the three months and six months ended June 30, 2003 (unaudited)

Global Macro Trust

Condensed Schedule of Investments

At June 30, 2003 (unaudited)

Global Macro Trust

Statement of Trust Capital

For the six months ended
June 30, 2003 (unaudited)

Global Macro Trust

Financial Highlights (unaudited) Per Unit

Operating Performance for the three months and
six months ended June 30, 2003 (unaudited)

Global Macro Trust (the "Trust") was organized on July 23, 2001, under the Delaware Business Trust Act. The Trust engages in the speculative trading of futures and forward contracts. The instruments that are traded by the Trust are volatile and involve a high degree of market risk.

The Managing Owner manages the business of the Trust and makes all trading decisions.

The Managing Owner has agreed to make additional capital contributions, subject to certain possible exceptions, in order to maintain its capital account at not less than 1% of the total outstanding capital contributions in 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 in the Trust. The Managing Owner and the holders (the "Unitholders") 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. As of June 30, 2003, there are approximately $175 million of Units authorized for sale.

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 Trust Agreement (the "Agreement").

The Trust records its transactions in futures and forwards, including related income and expense, on a trade date basis.

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 effective interest method. 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.

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.

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

The fair value of the Trust's assets and liabilities, which qualify as financial instruments under Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," approximates the carrying amounts presented in the statement of financial condition.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements. Actual results could differ from these estimates.

The customer agreements between the Trust and its 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 statement of financial condition.

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). Unitholders who make net capital investments in the Trust of $100,000 or more or who invest through asset-based fee or fixed fee investment programs are charged less than the annual brokerage rate of 7.0% as follows:

Net Capital Investments	Brokerage Fee
$100,000 to $499,999	6.5	%
$500,000 to $999,999	6.0	%
Greater than $1,000,000	5.5	%
Asset-based or fixed fee investment programs	4.0	%

Brokerage fees will not be charged to capital accounts of the Managing Owner, its principals, their respective affiliates or the New Profit memo Account. In order to maintain a uniform Net Asset Value per Unit, additional units are issued to Unitholders who are charged less than a 7.0% brokerage fee.

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.

The Agreement provides that the Managing Owner's profit share, equal to 20% of 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 charged to the Unitholders' capital accounts. However, for Unitholders' redemptions during the year, the profit share calculation shall be computed as though the redemption date was at year-end.

Any profit share charged is added to the Managing Owner's capital account to the extent net taxable capital gains are allocated to the Managing Owner, and the remainder, if any, of such profit share is added to the New Profit memo account. The Managing Owner may not make any withdrawal from the balance in the New Profit memo account. If, at the end of a subsequent year, net taxable gains are allocated to the Managing Owner in excess of such year's profit share, a corresponding amount is transferred from the New Profit memo account to the Managing Owner's capital account.

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, at its discretion, may reimburse certain expenses paid by the Trust.

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. Unitholders who redeem Units during the first eleven months after such Units are sold may be assessed redemption charges of their redeemed Units' Net Asset Value as of the date of redemption as follows:

	Redemption Charge
Subscriptions	First 6 months		Second 5 months
Less than $100,000	4.0	%	3.0	%
$100,000 to $499,999	3.5	%	2.5	%
$500,000 to $999,999	3.0	%	2.0	%
Greater than $1,000,000	2.5	%	1.5	%

At June 30, 2003, the due from brokers and due to brokers balances in the statement of financial condition include cash receivable from and payable to brokers.

The Trust conducts its trading activities with various brokers acting either as a broker or counterparty to various transactions. At June 30, 2003, net cash and treasury notes aggregating $39,843,486 were held by such brokers in segregated accounts as collateral 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.

The Trust is party to derivative financial instruments in the normal course of its business. These financial instruments include futures and forward contracts which may be traded on an exchange ("exchange-traded contracts") or over-the-counter ("OTC contracts").

The Trust records its derivative activities on a mark-to-market basis as described in Note 2. For OTC contracts, the Trust enters into master netting agreements with its counterparties, therefore, assets represent the Trust's unrealized gains, less unrealized losses for OTC contracts in which the Trust has a master netting agreement. Similarly, liabilities represent net amounts owed to counterparties on OTC contracts.

Futures contracts are agreements to buy or sell an underlying asset or index for a set price in the future. Initial margin deposits are made upon entering into futures contracts and can be either in cash or treasury securities. Open futures contracts are revalued on a daily basis to reflect the market value of the contracts at the end of each trading day. Variation margin payments are received or made, depending upon whether unrealized gains or losses are incurred. When the contract is closed, the Trust records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed. The Trust bears the market risk that arises from changes in the value of these financial instruments.

Forward contracts entered into by the Trust represent a firm commitment to buy or sell an underlying currency at a specified value and point in time based upon an agreed or contracted quantity. The ultimate gain or loss is equal to the difference between the value of the contract at the onset and the value of the contract at settlement date and is included in the statement of operations.

Each of these financial instruments is subject to various risks similar to those related to the underlying financial instruments, including market risk, credit risk and sovereign 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 financial instruments traded by the Trust contain varying degrees of off-balance sheet risk whereby changes in the market values of the futures and forward contracts underlying the financial instruments or the Trust's satisfaction of the obligations may exceed the amount recognized in the statement 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 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 OTC transactions, the Trust must rely solely on the credit of the individual counterparties. The contract amounts of the forward and futures contracts do not represent the Trust's risk of loss due to counterparty nonperformance. The Trust's exposure to credit risk associated with counterparty nonperformance of these contracts is limited to the unrealized gains inherent in such contracts, which are recognized in the statement of financial condition.

Derivative contracts with a net unrealized loss (liability) of $2,008,911 are related to forward contracts with the remaining unrealized gains/(losses) related to exchange-traded futures contracts. The primary difference in the risks associated with OTC contracts and exchange-traded contracts is credit risk. The Trust views its credit exposure to be $1,733,919, representing the fair value of OTC contracts in an unrealized gain position.

The Trust's trading activities are primarily with brokers and other financial institutions located in North America, Europe and Asia. All futures and forward transactions of the Trust are cleared by major securities firms pursuant to customer agreements. The Trust has limited concentration risk as it executes trades and maintains accounts with several brokers.

The Trust is subject to sovereign risk such as the risk of restrictions being imposed by foreign governments on the repatriation of cash and to political or economic uncertainties. Net unrealized appreciation (depreciation) on futures and forward contracts are denominated in the functional currency. Cash settlement of futures and forward contracts is made in the local currency (settlement currency) and then translated to the functional currency.

Net unrealized appreciation (depreciation) on futures and forward contracts by settlement currency type, denominated in the functional currency, at June 30, 2003 is detailed below:

Currency Type— Futures and Forward Contracts	Percent of Unrealized to Total Net Unrealized		Total Net Unrealized Appreciation/ (Depreciation)
British pound	28.99	%	$	(311,289	)
Euro	50.58			(543,210	)
Hong Kong dollar	5.48			(58,826	)
Japanese yen	(173.31	)		1,861,249
Norwegian krona	(55.59	)		597,055
U.S. dollar	243.85			(2,618,942	)

Total	100.00	%	$	(1,073,963	)

We have audited the accompanying statement of financial condition of Global Macro Trust (the "Trust"), as of December 31, 2002, including the condensed schedule of investments, and the related statement of operations, changes in trust capital and financial highlights for the period from July 1, 2002 (commencement of operations) to December 31, 2002. These financial statements are the responsibility of the Managing Owner. 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. 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, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Global Macro Trust at December 31, 2002, and the results of its operations, changes in trust capital and financial highlights for the period from July 1, 2002 (commencement of operations) to December 31, 2002, in conformity with accounting principles generally accepted in the United States.

Assets
Equity in trading accounts:
	Due from brokers	$	103,163
	Cash denominated in foreign currencies (cost $15,089)		14,578
	Investments in U.S. Treasury notes—at market value (amortized cost $6,559,838)		6,563,623
	Net unrealized appreciation on open contracts		1,456,794

Total equity in trading accounts			8,138,158

Investments in U.S. Treasury notes—at market value (amortized cost $14,734,405)			14,742,908
Cash and cash equivalents			4,302,660
Accrued interest receivable			272,157
Due from Managing Owner			5,037

Total assets		$	27,460,920

Liabilities and trust capital
Due to brokers		$	98,042
Subscriptions from Unitholders received in advance			2,177,000
Accrued brokerage commissions			118,363
Redemptions payable to Unitholders			31,392

Total liabilities			2,424,797

Trust capital
Managing Owner interest (2,156.443 Managing Owner units outstanding)			2,221,645
Unitholders (22,144.905 units of beneficial interest outstanding)			22,814,478

Total trust capital			25,036,123

Total liabilities and trust capital		$	27,460,920

Net asset value per unit of beneficial interest		$	1,030.24

Face Amount	Investments in U.S. Treasury notes	Value as a % of Trust Capital		Value
	Government—United States
$7,000,000	U.S. Treasury notes, 4.625%, 02/28/2003	28.11	%	$	7,037,187
7,100,000	U.S. Treasury notes, 4.000%, 04/30/2003	28.61	%		7,164,344
7,000,000	U.S. Treasury notes, 3.875%, 07/31/2003	28.38	%		7,105,000

	Total investments in U.S. Treasury notes (amortized cost $21,294,243)	85.10	%	$	21,306,531

Global Macro Trust

Statement of Operations

Period from July 1, 2002 (commencement of operations)
to December 31, 2002

Global Macro Trust

Statement of Changes in Trust Capital

Period from July 1, 2002 (commencement of operations)
to December 31, 2002

		Unitholders			New Profit Memo Account			Managing Owner			Total
Opening capital balance		$	1,858		$	—		$	404		$	2,262
	Proceeds from sale of 24,250.912 units of beneficial interest		22,561,036			—			2,001,600			24,562,636
	Net income (loss)		372,546			(14	)		150,409			522,941
	Redemptions (123.426 units of beneficial interest)		(120,962	)		—			(1,678	)		(122,640	)
	Units of beneficial interest allocated 103.036		—			—			—			—
	Managing Owner's allocation—New Profit (68.826 Managing Owner units)		—			314			70,610			70,924
	Transfer of New Profit memo account to Managing Owner		—			(300	)		300			—

Trust capital at December 31, 2002		$	22,814,478		$	—		$	2,221,645		$	25,036,123

Global Macro Trust

Statement of Financial Highlights

Period from July 1, 2002 (commencement of operations)
to December 31, 2002

Per unit operating performance (for a unit of beneficial interest outstanding throughout the period)
	Net income from operations:
		Net investment loss	$	(28.53	)
		Net realized and unrealized gains on trading of futures and forward contracts		63.47
		Net gains from U.S. Treasury notes		0.83

	Net income from operations			35.77
	Less profit share allocated to Managing Owner			5.53

	Net income after profit share allocation			30.24

	Net asset value, beginning of period			1,000.00

	Net asset value, end of period		$	1,030.24

Returns (not annualized)
	Total return before profit share allocation			3.57	%
	Profit share allocation			(0.55	)

	Total return after profit share allocation			3.02	%

Ratios to average trust capital (annualized)
	Net investment loss *			(6.22	)%

	Total expenses *			7.83	%
	Profit share allocation			1.21

	Total expenses and profit share allocation *			9.04	%

Global Macro Trust (the "Trust") was organized on July 23, 2001, under the Delaware Business Trust Act. At such time, original capital of $400 by the Millburn Ridgefield Corporation (the "Managing Owner") and $1,600 by the Initial Unitholder, an affiliated entity, was contributed to the Trust. The Trust commenced trading operations on July 1, 2002. The Trust engages in the speculative trading of futures and forward contracts. The instruments that are traded by the Trust are volatile and involve a high degree of market risk.

The Managing Owner manages the business of the Trust and makes all trading decisions.

The Managing Owner has agreed to make additional capital contributions, subject to certain possible exceptions, in order to maintain its capital account at not less than 1% of the total outstanding capital contributions in 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 in the Trust. The Managing Owner and the holders (the "Unitholders") 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. As of February 11, 2003, there are approximately $220 million of Units authorized for sale.

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 Trust Agreement (the "Agreement").

The Trust records its transactions in futures and forwards, including related income and expense, on a trade date basis.

Open futures contracts are valued at market value and open forward contracts are valued at fair value which is based on pricing models that consider the time value of money and the current market and contractual prices of the underlying financial instruments. 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 net realized and unrealized gains (losses).

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

Net Capital Investments	Brokerage Fee
$100,000 to $499,999	6.5	%
$500,000 to $999,999	6.0	%
Greater than $1,000,000	5.5	%
Asset-based or fixed fee investment programs	4.0	%

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. Unitholders who redeem Units at or prior to the end of the first and second successive six-month periods after such Units are sold may be assessed redemption charges of their redeemed Units' Net Asset Value as of the date of redemption as follows:

	Redemption Charge
Subscriptions	First 6 months		Second 6 months
Less than $100,000	4.0	%	3.0	%
$100,000 to $499,999	3.5	%	2.5	%
$500,000 to $999,999	3.0	%	2.0	%
Greater than $1,000,000	2.5	%	1.5	%

At December 31, 2002, the due from brokers and due to brokers balances in the statement of financial condition include cash receivable from and payable to brokers.

The Trust conducts its trading activities with various brokers acting either as a broker or counterparty to various transactions. At December 31, 2002, net cash and treasury notes aggregating $6,583,322, included in the Trust's equity in trading accounts, were held by such brokers in segregated accounts as collateral 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.

Each of these financial instruments is subject to various risks similar to those related to the underlying financial instruments, including market risk, credit risk and sovereign risk.

Derivative contracts with a net unrealized gain (asset) of $236,936 are related to forward contracts with the remaining unrealized gains related to exchange-traded futures contracts. The primary difference in the risks associated with OTC contracts and exchange-traded contracts is credit risk. The Trust views its credit exposure to be $1,055,434, representing the fair value of OTC contracts in an unrealized gain position.

The Trust's trading activities are primarily with brokers and other financial institutions located in North America, Europe and Asia. All futures and forward transactions of the Trust are cleared by

major securities firms pursuant to customer agreements. The Trust has limited concentration risk as it executes trades and maintains accounts with several brokers.

Net unrealized appreciation (depreciation) on futures and forward contracts by settlement currency type, denominated in the functional currency, at December 31, 2002 is detailed below:

Currency Type— Futures and Forward Contracts	Percent of Unrealized to Total Net Unrealized		Total Net Unrealized Appreciation/ (Depreciation)
British pound	3.01	%	$	43,809
Euro	43.90			639,511
Hong Kong dollar	2.41			35,167
Japanese yen	(2.00	)		(29,089	)
Norwegian krona	(1.01	)		(14,716	)
U.S. dollar	53.69			782,112

Total	100.00	%	$	1,456,794

Per unit operating performance is calculated based on Unitholders' trust capital taken as a whole. An individual Unitholder's per unit operating performance may vary from these per unit values based on the timing of capital transactions and differences in individual Unitholder's brokerage fee and profit share allocation arrangements.

The ratios are calculated based on Unitholders' trust capital taken as a whole and are annualized. The computation of such ratios based on the amount of net investment income (loss), total expenses and profit share allocation to an individual Unitholder's trust capital balance may vary from these ratios based on the timing of capital transactions and differences in individual Unitholder's brokerage fee and profit share allocation arrangements.

Returns are calculated for Unitholders taken as a whole and are not annualized. An individual Unitholder's returns may vary from these returns based on the timing of capital transactions and differences in individual Unitholder's brokerage fee and profit share allocation arrangements.

Financial statements for the period from July 23, 2001 (date of inception) to December 31, 2001 and for the period from January 1, 2002 to June 30, 2002 are presented below:

Assets
Equity in trading accounts:
	Due from brokers	$	2,018

Total equity in trading accounts		$	2,018

Liabilities and trust capital
Total liabilities			—
Trust capital
Managing Owner interest (0.400 Managing Owner units outstanding)			404
Unitholders (1.600 units of beneficial interest outstanding)			1,614

Total trust capital			2,018

Total liabilities and trust capital		$	2,018

Net asset value per unit of beneficial interest		$	1,008.75

Statements of Operations for the period from July 23, 2001 (date of inception) to December 31, 2001 and for the period from January 1, 2002 to June 30, 2002:

	Period from July 23, 2001 (date of inception) to December 31, 2001		Period from January 1, 2002 to June 30, 2002*
Investment income
Interest income	$	18	$	244
Expenses
Total expenses		—		—

Net investment income		18		244

Net income	$	18	$	244

Net income per unit	$	8.75	$	152.50

Statements of Changes in Trust Capital for the period from July 23, 2001 (date of inception) to December 31, 2001 and for the period from January 1, 2002 to June 30, 2002:

Financial Highlights for the period from July 23, 2001 (date of inception) to December 31, 2001 and for the period from January 1, 2002 to June 30, 2002:

	Period from July 23, 2001 (date of inception) to December 31, 2001		Period from January 1, 2002 to June 30, 2002*
Total return (not annualized)	0.88	%	15.12	%

Ratios of net investment income to average Unitholder's trust capital (annualized)	1.98	%	28.11	%

As of February 21, 2003, Unitholders made subscriptions and redemptions of $6,451,479 and $21,702, respectively.

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. In addition, the Corporation is registered with the United States Securities and Exchange Commission as an investment advisor.

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.

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

The Corporation is the general partner, managing owner or managing member of various commodity pools and investment funds formed as limited partnerships, trusts or limited liability companies 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 sponsor, 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.

Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at quoted prices of such currencies.

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

Commission income is earned from sponsored funds generally based on a fixed percentage of the funds' net asset value, as defined in the respective governing documents of the sponsored funds.

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.

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

The Corporation has elected S corporation status, pursuant to which the Corporation does not pay U.S. Corporate or state income tax on its taxable income. Instead, the stockholders are liable for individual income tax on their share of the Corporation's taxable income.

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 June 30, 2003.

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 investment in such sponsored funds as of June 30, 2003, are as follows:

Summarized financial information for the more significant sponsored funds as of June 30, 2003, is as follows:

The combined net asset value of other sponsored funds as of June 30, 2003, is approximately $146,673,000.

As the sponsor, the Corporation conducts and manages the respective businesses of the sponsored funds. The governing documents of the sponsored funds 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 governing documents for two of the public funds require the Corporation to maintain a minimum net worth equal to an amount determined by the total contributions made to the entities that the Corporation serves as the sponsor, not to exceed $1 million. These requirements are defined in each of the respective governing documents of the sponsored funds and the Corporation is in compliance with all such requirements.

For managing the businesses of the sponsored funds, the Corporation earns commissions and fees based on the terms of the respective governing documents of the sponsored funds. As of June 30, 2003 the Corporation had a receivable of $1,469,801 from the sponsored funds for such commissions and fees. The Corporation earns an incentive allocation from certain sponsored funds, which are generally based on a fixed percentage (17.5% to 20%) of the sponsored fund's trading profits, as specified in the governing documents of the sponsored funds.

The Corporation also receives administrative fees from several of the sponsored funds according to the governing documents of the sponsored funds for direct and indirect expenses paid on their behalf by the Corporation. As of June 30, 2003 the Corporation had a receivable of $231,544 from the sponsored funds for expenses paid on their behalf.

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 $1,236,693 to The Millburn Corporation (TMC) at June 30, 2003 for consulting fees.

From time to time, the Corporation enters into borrowing arrangements with CIVR, TMC and with the Apollo Fund ("Apollo"), a limited partnership whose limited partners are the stockholders of the Corporation. Such borrowing arrangements are generally due on demand. Interest on these advances is based on a variable rate, which ranged form 3.34% to 3.68% during the first six months of 2003. At June 30, 2003 the Corporation had outstanding borrowings of $4,423,643 due to Apollo Fund.

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 $947,700 at June 30, 2003. Additionally, the Corporation has advanced TMC $240,926 to fund the security deposit for TMC's leased offices in NYC. This advance is non-interest bearing and is due on demand.

The Corporation made unsecured advances of $1,802,161 to its stockholders, which remain outstanding at June 30, 2003. 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 stockholder's equity ownership interest at June 30, 2003 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.

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 and research 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 June 30, 2003, 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	$	235,767	$	105,285	$	0	$	341,052
2004		1,472,271		2,514,557		0		3,986,828
2005		1,735,089		1,804,304		0		3,539,393
2007		4,680,371		1,490,039		184,194		6,354,604
2009		2,593,383		1,158,112		0		3,751,495

	$	10,716,881	$	7,072,297	$	184,194	$	17,973,372

The sponsored funds 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 the sponsor, 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 the sponsor, has established procedures to actively monitor market risk and minimize credit risk of the sponsored funds.

The Corporation has a noncancelable lease for office space in Greenwich, Connecticut. The future minimum lease payments under this noncancelable lease are as follows:

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 June 30, 2003, the redemption value of the shares the Corporation has committed to repurchase from the stockholder is $1,239,808. This amount is included in temporary equity on the Statement of Financial Condition, and the corresponding decrease in redemption value of $313,715 was recorded to retained earnings.

We have audited the accompanying statement of financial condition of Millburn Ridgefield Corporation (the Corporation) as of December 31, 2002. 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, 2002, of $22,224,610, 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, 2002, in conformity with accounting principles generally accepted in the United States of America.

Millburn Ridgefield Corporation

Statement of Financial Condition

December 31, 2002

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

As the sponsor, 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.

Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at quoted prices of such currencies.

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

Commission income is earned from sponsored funds generally based on a fixed percentage of the funds' net asset value, as defined in the respective governing documents of the sponsored funds. 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.

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

Summarized financial information for the more significant sponsored funds as of December 31, 2002, is as follows:

The combined net asset value of other sponsored funds as of December 31, 2002, is approximately $157,066,133.

minimum net worth equal to an amount determined by the total contributions made to the entities that the Corporation serves as the sponsor, not to exceed $1 million. These requirements are defined in each of the respective governing documents of the sponsored funds and the Corporation is in compliance with all such requirements.

For managing the businesses of the sponsored funds, the Corporation earns commissions and fees based on the terms of the respective governing documents of the sponsored funds. As of December 31, 2002 the Corporation had a receivable of $795,634 from the sponsored funds for such commissions and fees. The Corporation earns an incentive allocation from certain sponsored funds, which are generally based on a fixed percentage (17.5% to 20%) of the sponsored fund's trading profits, as specified in the governing documents of the sponsored funds.

The Corporation also receives administrative fees from several of the sponsored funds according to the governing documents of the sponsored funds for direct and indirect expenses paid on their behalf by the Corporation. The Corporation had a receivable of $527,969 from the sponsored funds for such reimbursements.

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 $1,727,996 to The Millburn Corporation (TMC) at December 31, 2002 for consulting fees.

From time to time, the Corporation enters into borrowing arrangements with CIVR, TMC and with the Apollo Fund ("Apollo"), a limited partnership whose limited partners are the stockholders of the Corporation. Such borrowing arrangements are generally due on demand. Interest on these advances is based on a variable rate, which ranged form 2.62% to 3.03% during 2002. At December 31, 2002 the Corporation had outstanding borrowings of $2,969,291 due to Apollo Fund. In addition, at December 31, 2002, the Corporation had an outstanding advance from TMC equal to $480,000. This amount was repaid subsequent to year end.

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 $935,953 at December 31, 2002. Additionally, the Corporation has advanced TMC $240,926 to fund the security deposit for TMC's leased offices in NYC. This advance is non-interest bearing and is due on demand.

The Corporation made unsecured advances of $1,770,345 to its stockholders during 2002, which remain outstanding at December 31, 2002. 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 stockholder's equity ownership interest at December 31, 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.

At December 31, 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	$	213,409	$	95,301	$	0	$	308,710
2004		1,332,654		2,385,530		0		3,718,184
2005		1,570,549		1,700,727		0		3,271,276
2007		4,236,526		1,348,737		175,313		5,760,576
2009		2,347,450		1,048,286		0		3,395,736

	$	9,700,588	$	6,578,581	$	175,313	$	16,454,482

The Corporation, as the sponsor, has established procedures to actively monitor market risk and minimize credit risk of the sponsored funds.

The Corporation has a noncancelable lease for office space in Greenwich, Connecticut. The future minimum lease payments under this noncancelable lease are as follows:

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, 2002, the redemption value of the shares the Corporation has committed to repurchase from the stockholder is $1,553,523. This amount is included in temporary equity on the Statement of Financial Condition, and the corresponding increase in redemption value of $138,378 was recorded to retained earnings.

In January 2003, the Corporation issued an additional 4,487 shares of common stock at a per share purchase price of $77.75 to existing shareholders.

Millburn International (Cayman) Limited

Statement of Assets and Liabilities

(expressed in United States dollars)

June 30, 2003

(UNAUDITED)

Millburn International (Cayman) Limited

Notes to Statement of Assets and Liabilities (unaudited)

(expressed in United States dollars)

Millburn International (Cayman) Limited (the "Fund"), is an open-ended company with limited liability incorporated under the laws of the Cayman Islands on September 12, 1996. The Fund is registered as a Mutual Fund under the Mutual Funds Law of the Cayman Islands. The investment objective of each of the Fund's trading portfolios (each, a "Portfolio") is to achieve long-term capital appreciation, with a controlled level of risk, primarily through trading a tailored portfolio of futures and forward contracts and related options. Millburn Ridgefield Corporation is the investment adviser (the "Investment Adviser") of the Fund.

The Fund provides four separate Portfolios: the Diversified Portfolio, the World Resource Portfolio (a variation of the Diversified Portfolio), the Currency Portfolio and the Global Portfolio. Each Portfolio trades through a separate trading subsidiary of the Fund and is represented by a separate class of shares of the Fund (each, a "Share Class"), and each investor receives a separate series of shares within the relevant Share Class (each, a "Share Series"). At June 30, 2003, the subsidiary companies are Diversified Trading Ltd. and World Resource Trading Ltd. and the two separate Share Classes are The Diversified Portfolio and The World Resource Portfolio. For the period ended June 30, 2003, the Currency Portfolio and the Global Portfolio were inactive. The World Resource Portfolio became inactive on June 30, 2003, which is the date Millburn World Resource Fund, L.P. ceased trading operations.

The Fund has an investment in The Millburn World Resource Fund, L.P., an affiliated fund (the "Affiliated Fund") of the Investment Adviser. The World Resource Portfolio invests solely in The Millburn World Resource Fund, L.P. To avoid duplication in fees, all fees with respect to the investment in the Affiliated Fund are charged at the Affiliated Fund level. Millburn World Resource Fund, L.P. ceased trading operations on June 30, 2003

The Fund's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and are stated in United States dollars. The following is a summary of the significant accounting and reporting policies used in preparing the financial statements.

The Fund records its transactions in securities, including related income and expense, on a trade date basis.

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

At June 30, 2003, the Fund's investment in Affiliated Fund of $399,745 is valued by the Investment Adviser based on the Fund's percentage ownership of the investment as reported in the Affiliated Fund's audited financial statements. The Affiliated Fund ceased trading operations on June 30, 2003.

The Diversified Portfolio is charged its actual commissions due to clearing and other third party brokers. The World Resource Portfolio is not charged commission expense.

Income taxes have not been provided as the Fund is not subject to any income, withholding or capital gains taxes in the Cayman Islands.

The fair value of the Fund's assets and liabilities, which qualify as financial instruments under Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," approximates the carrying amounts presented in the statement of assets and liabilities.

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 amounts and disclosures reported in the financial statements. Actual results could differ from those estimates.

The customer agreements between the Fund and brokers give the Fund the legal right to net unrealized gains and losses. Unrealized gains and losses related to transactions with these brokers are reflected on a net basis in the equity in trading accounts in the statement of assets and liabilities.

Under the terms of an adviser agreement, the Investment Adviser receives from the Fund an investment adviser fee and, if earned, a profit share.

The investment adviser fee is a monthly fee equal to one-quarter of one percent (3% per annum) of the net assets of The Diversified Portfolio's series of shares at the end of each month. However, the Investment Adviser may, at its discretion, charge a lower investment adviser fee.

The profit share is an amount charged annually equal to 20% of the trading profits for each series of shares of the Diversified Portfolio during such fiscal year over the greater of zero or the highest previous period end cumulative trading profit for such series of shares. Trading profits include net realized and unrealized gains and losses, interest and dividends, less the investment adviser fee, brokerage commissions and administrative expenses. The Investment Adviser may, at its discretion, waive the profit share.

The Fund has entered into a deferred compensation agreement with the Investment Adviser under which the Investment Adviser can elect to defer a portion of the investment adviser fees and profit share payable by the Fund. The deferred compensation is credited to a deferred compensation account (the "Account") and will be increased (or decreased) monthly by the trading profits of the Fund. The Account is not charged an investment adviser fee or profit share. At June 30, 2003, the deferred compensation payable to the Investment Adviser was $10,716,881 of which $1,016,293 related to the current period's earnings on the Account.

Shares in each Portfolio are offered on a continuous basis and may be purchased as of the close of business on the first business day of each month by new investors at $1,000 per share and by shareholders purchasing additional shares at the net asset value per share of the relevant series of shares in a Portfolio. Accordingly, each shareholder investing in a Portfolio is issued a separate series of shares. The minimum initial subscription is $250,000 per investor unless waived by the Fund's Board of Directors. The Board reserves the right to reject any application for shares in whole or in part without stating any reason. Shares may be redeemed, as of the opening of business on the first business day of each month, at the net asset value per share of the relevant series of shares in a Portfolio on at least 20 days' written notice. Shares of each Portfolio have equal dividend, distribution, liquidation and voting rights. The Fund does not intend to pay any dividends on its shares, but may determine to do so at its discretion.

The Net Assets of the Fund attributable to each Portfolio are calculated separately from any other Portfolio at the end of each month and are allocated among the Share Series of the Portfolio on a pro-rata basis. Adjustments will be made to reflect any fees, commissions, expenses and profits or losses attributable to such Share Series.

Although the Fund has issued separate Portfolios and separate series of shares within the Portfolios, the Fund itself constitutes a single legal entity and therefore creditors of the Fund will be entitled to recourse against any assets in any of the Portfolios of the Fund. However, each Portfolio trades through a separate trading subsidiary, so that creditors of each Portfolio have, in the absence of substantive consolidation, no recourse against the other assets of the Fund.

The Fund has authorized 5,000,000 voting participating ordinary shares (par value of $0.01). The following table details the changes in shares of each Portfolio.

At June 30, 2003, the due from brokers balance in the statement of assets and liabilities includes cash receivable from brokers.

The Fund conducts its trading activities with various brokers acting either as a broker or counterparty to various transactions. At June 30, 2003, net cash and U.S. treasury notes aggregating $48,470,591 were held in segregated accounts as required by the 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.

The Fund is party to derivative financial instruments in the normal course of its business. These financial instruments include futures and forward contracts which may be traded on an exchange ("exchange-traded contracts") or over-the-counter ("OTC contracts").

The Fund records its derivative activities on a mark-to-market basis as described in Note 2. For OTC contracts, the Fund enters into master netting agreements with its counterparties, therefore, assets represent the Fund's unrealized gains, less unrealized losses for OTC contracts in which the Fund has a master netting agreement. Similarly, liabilities represent net amounts owed to counterparties on OTC contracts.

Futures contracts are agreements to buy or sell an underlying asset or index for a set price in the future. Initial margin deposits are made upon entering into futures contracts and can be either in cash or treasury securities. Open futures contracts are revalued on a daily basis to reflect the market value of the contracts at the end of each trading day. Variation margin payments are received or made, depending upon whether unrealized gains or losses are incurred. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed. The Fund bears the market risk that arises from changes in the value of these financial instruments.

Forward contracts entered into by the Fund represent a firm commitment to buy or sell an underlying currency at a specified value and point in time based upon an agreed or contracted quantity. The ultimate gain or loss is equal to the difference between the value of the contract at the onset and the value of the contract at settlement date and is included in net income.

Each of these financial instruments is subject to various risks similar to those related to the underlying financial instruments, including market risk, credit risk and sovereign risk.

Market risk is the potential change in the value of the instruments traded by the Fund 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 financial instruments traded by the Fund contain varying degrees of off-balance sheet risk whereby changes in the market values of the futures and forward contracts underlying the financial instruments or the Fund's satisfaction of the obligations may exceed the amount recognized in the statement of assets and liabilities.

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 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 OTC transactions, the Fund must rely solely on the credit of the individual counterparties. The contract amounts of the forward and futures contracts do not represent the Fund's risk of the loss due to counterparty nonperformance. The Fund's exposure to credit risk associated with the counterparty nonperformance of these contracts is limited to the unrealized gains inherent in such contracts, which are recognized in the statement of assets and liabilities.

Derivative contracts with a net unrealized loss (liability) of $859,528 are related to forward contracts with the remaining unrealized gains/(losses) related to exchange-traded futures contracts. The primary difference in the risks associated with OTC contracts and exchange-traded contracts is credit

risk. The Fund views its credit exposure to be $758,532, representing the fair value of OTC contracts in an unrealized gain position.

The Fund's principal trading activities are primarily with brokers and other financial institutions located in North America, Europe and Asia. All futures and forward transactions of the Fund are cleared by major securities firms pursuant to customer agreements. The Fund has limited concentration risk as it executes trades and maintains accounts with several brokers.

The Fund is subject to sovereign risk such as the risk of restrictions being imposed by foreign governments on the repatriation of cash and to political or economic uncertainties. Net unrealized appreciation (depreciation) on futures and forward contracts are denominated in the functional currency. Cash settlement of futures and forward contracts is made in the local currency (settlement currency) and then translated to the functional currency.

Net unrealized appreciation (depreciation) on futures and forward contracts by settlement currency type, denominated in the functional currency, at June 30, 2003 is detailed below:

Currency Type Futures and Forward Contracts	Percent of Unrealized to Total Net Unrealized		Total Net Unrealized Appreciation/ (Depreciation)
British pound	48.97	%	$	(133,869	)
Euro	82.79			(226,329	)
Hong Kong dollar	10.17			(27,794	)
Japanese yen	(308.17	)		842,474
Korean won	(45.12	)		123,344
Norwegian krone	(97.05	)		265,316
U.S. dollar	408.41			(1,116,528	)

Total	100.00	%	$	(273,386	)

To the Board of Directors and Shareholders of
Millburn International (Cayman) Limited

We have audited the accompanying statement of assets and liabilities of Millburn International (Cayman) Limited (the "Fund") comprising The Diversified Portfolio and The World Resource Portfolio, including the condensed schedule of investments, as of December 31, 2002. This statement of assets and liabilities is the responsibility of the Fund's management. Our responsibility is to express an opinion on this statement of assets and liabilities 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 statement of assets and liabilities is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of assets and liabilities. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall statement of assets and liabilities presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the statement of assets and liabilities referred to above presents fairly, in all material respects, the financial position of each of the portfolios constituting Millburn International (Cayman) Limited at December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

Millburn International (Cayman) Limited

Statement of Assets and Liabilities

(expressed in United States dollars)

December 31, 2002

Millburn International (Cayman) Limited

Condensed Schedule of Investments

(expressed in United States dollars)

December 31, 2002

Millburn International (Cayman) Limited

Notes to Statement of Assets and Liabilities

(expressed in United States dollars)

December 31, 2002

The Fund provides four separate Portfolios: the Diversified Portfolio, the World Resource Portfolio (a variation of the Diversified Portfolio), the Currency Portfolio and the Global Portfolio. Each Portfolio trades through a separate trading subsidiary of the Fund and is represented by a separate class of shares of the Fund (each, a "Share Class"), and each investor receives a separate series of shares within the relevant Share Class (each, a "Share Series"). At December 31, 2002, the subsidiary companies are Diversified Trading Ltd. and World Resource Trading Ltd. and the two separate Share Classes are The Diversified Portfolio and The World Resource Portfolio. For the year ended December 31, 2002, the Currency Portfolio and the Global Portfolio were inactive.

The Fund will terminate at the discretion of the Board, or in the event of certain other circumstances, as defined in the Limited Liability Company Agreement.

The Fund's statement of assets and liabilities have been prepared in accordance with accounting principles generally accepted in the United States of America and are stated in United States dollars. The following is a summary of the significant accounting and reporting policies used in preparing the statement of assets and liabilities.

The Fund records its transactions in securities, including related income and expense, on a trade date basis. Open futures contracts are valued at market value and open forward contracts are valued at fair value which is based on pricing models that consider the time value of money and the current market and contractual prices of the underlying financial instruments. 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 net realized and unrealized gains (losses) in net income.

At December 31, 2002, the Fund's investment in Affiliated Fund of $373,452 is valued by the Investment Adviser based on the Fund's percentage ownership of the investment as reported in the Affiliated Fund's audited financial statements. Unrealized gains and losses resulting from changes in valuation are reflected in net income.

The Diversified Portfolio is charged its actual commissions due to clearing and other third party brokers. The World Resource Portfolio is not charged commission expense.

The Fund's Confidential Offering Memorandum provides that the Fund shall bear administrative expenses, including periodic legal, accounting, administrator, and filing fees, up to an amount equal to 0.25% per annum of the average month-end Net Assets of the Fund. Under the terms of an administration agreement, Caledonian Bank and Trust Limited ("Caledonian"), a Cayman Islands company, acts as administrator (the "Administrator") to the Fund. CITCO Fund Services (Cayman Islands) Ltd. resigned as administrator on May 8, 2002 and Caledonian was appointed as the new administrator. The Investment Adviser absorbed all administrative expenses for the year ended December 31, 2002, which amounted to $118,000.

The Fund is not subject to any income, withholding or capital gains taxes in the Cayman Islands. As a result, no income tax liability or expense has been recorded in the accompanying statement of assets and liabilities.

The preparation of the statement of assets and liabilities in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts and disclosures reported in the statement of assets and liabilities. Actual results could differ from those estimates.

Under the terms of an adviser agreement, the Investment Adviser receives from the Fund an investment adviser fee and, if earned, a profit share.

The Fund has entered into a deferred compensation agreement with the Investment Adviser under which the Investment Adviser can elect to defer a portion of the investment adviser fees and profit share payable by the Fund. The deferred compensation is credited to a deferred compensation account (the "Account") and will be increased (or decreased) monthly by the trading profits of the Fund. The Account is not charged an investment adviser fee or profit share. At December 31, 2002, the deferred compensation payable to the Investment Adviser was $9,700,588 of which $2,503,050 related to the current year's earnings on the Account.

Shares in each Portfolio are offered on a continuous basis and may be purchased as of the close of business on the first business day of each month by new investors at $1,000 per share and by shareholders purchasing additional shares at the net asset value per share of the relevant series of shares in a Portfolio. Accordingly, each shareholder investing in a Portfolio is issued a separate series of shares. The minimum initial subscription is $250,000 per investor unless waived by the Fund's Board of Directors. The Board reserves the right to reject any application for shares in whole or in part without stating any reason. Shares may be redeemed, as of the close of business on the first business day of each month, at the net asset value per share of the relevant series of shares in a Portfolio on at least 20 days' written notice. Shares of each Portfolio have equal dividend, distribution, liquidation and voting rights. The Fund does not intend to pay any dividends on its shares, but may determine to do so at its discretion.

The Fund has authorized 5,000,000 voting participating ordinary shares (par value of $0.01). The following table details the changes in shares of each Portfolio.

At December 31, 2002, the due from brokers balance in the statement of assets and liabilities includes cash receivable from brokers.

The Fund conducts its trading activities with various brokers acting either as a broker or counterparty to various transactions. At December 31, 2002, net cash and U.S. treasury notes aggregating $7,217,392 included in the Fund's equity in trading accounts, were held in segregated accounts as required by the 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.

Futures contracts are agreements to buy or sell an underlying asset or index for a set price in the future. Initial margin deposits are made upon entering into futures contracts and can be either in cash or treasury securities. Open futures contracts are revalued on a daily basis to reflect the market value of the contracts at the end of each trading day. Variation margin payments are received or made, depending upon whether unrealized gains or losses are incurred. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed. The Fund bears the market risk that arises from changes in the value of these financial instruments.

Each of these financial instruments is subject to various risks similar to those related to the underlying financial instruments, including market risk, credit risk and sovereign risk.

contracts underlying the financial instruments or the Fund's satisfaction of the obligations may exceed the amount recognized in the statement of assets and liabilities.

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 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 OTC transactions, the Fund must rely solely on the credit of the individual counterparties. The contract amounts of the forward and futures contracts do not represent the Fund's risk of the loss due to counterparty nonperformance. The Fund's exposure to credit risk associated with the counterparty nonperformance of these contracts is limited to the unrealized gains inherent in such contracts, which are recognized in the statement of assets and liabilities.

Derivative contracts with a net unrealized gain (asset) of $217,251 are related to forward contracts with the remaining unrealized gains related to exchange-traded futures contracts. The primary difference in the risks associated with OTC contracts and exchange-traded contracts is credit risk. The Fund views its credit exposure to be $1,238,046, representing the fair value of OTC contracts in an unrealized gain position.

Net unrealized appreciation (depreciation) on futures and forward contracts by settlement currency type, denominated in the functional currency, at December 31, 2002 is detailed below:

Currency Type— Futures and Forward Contracts	Percent of Unrealized to Total Net Unrealized		Total Net Unrealized Appreciation/ (Depreciation)
British pound	3.00	%	$	50,616
Euro	45.79			773,660
Hong Kong dollar	2.50			42,258
Japanese yen	(2.90	)		(49,082	)
Korean won	1.84			31,204
Norwegian krone	(0.92	)		(15,538	)
U.S. dollar	50.69			856,610

Total	100.00	%	$	1,689,728

As of February 21, 2003, shareholders of the Diversified Portfolio made contributions of approximately $900,000 of which approximately $250,000 was received in advance prior to December 31, 2002.

THIRD AMENDED AND RESTATED

DECLARATION OF TRUST AND TRUST AGREEMENT

Dated as of November , 2003

THIRD AMENDED AND RESTATED

DECLARATION OF TRUST AND TRUST AGREEMENT

TABLE OF CONTENTS

GLOBAL MACRO TRUST

THIRD AMENDED AND RESTATED
DECLARATION OF TRUST AND TRUST AGREEMENT

This THIRD 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 day of November, 2003 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").

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.

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. § 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.

(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.

(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.

(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:

(g) Reliance by the Trustee and the Managing Owner; Advice of Counsel. (i) In the absence of negligence or misconduct on the part of the Managing Owner or bad faith on the part of the Trustee, 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 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.

(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.

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.

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.

(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. The Trust shall dissolve 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 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; or (6) any other event which shall make it unlawful for the existence of the Trust to be continued or shall require dissolution 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:

The Trust shall terminate when (i) all assets of the Trust shall have been distributed in the manner provided for in this Agreement and (ii) the Certificate of Trust shall have been canceled in the manner required by the Act.

(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)).

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.

(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.

(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 net 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, provided the Managing Owner's interest in the Trust remains equal to or greater than the greater of (i) 1% of the Trust's then current Net Assets or (ii) $500,000.

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.

(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:

(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.

(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.

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.

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.

(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.

(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.

(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 ballot and 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.

(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.

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.

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. Not by way of qualifying the Managing Owner's obligations to ensure that the Trust's brokerage arrangements are competitive, but rather as a means of providing additional information to the Unitholders, 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.

In addition to the undertakings in the preceding paragraph, the Trust will seek the best price and services available on its commodity brokerage transactions. All brokerage transactions will be effected at competitive rates. Brokerage commissions may not exceed the cap set forth in Section 9(e). The Managing Owner will annually review the brokerage rates paid by the Trust to guarantee that the criteria set forth in this paragraph are followed. The Managing Owner may not rely solely on the rates charged by other major commodity pools in complying with this paragraph.

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 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.

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 successive six-month and five-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 2.5% and 1.5%, 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").

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.

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, 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.

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.

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 periodic reports, audited financial statements and other information from the Managing Owner or the Trust or to redeem or transfer Units.

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.

(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 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.

(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 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, 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.

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.

(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.

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):

Certain terms not defined herein are used with the respective meanings set forth in the Prospectus.

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.

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.

IN WITNESS WHEREOF, the undersigned have duly executed this Third Amended and Restated Declaration of Trust and Trust Agreement as of the day and year first above written.

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. § 3801 et seq.).

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.

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 2.5% and 1.5% 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 11th 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.

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.

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.

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 , 2003 (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.

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 Financial Services Inc. will be required to have a higher net worth (exclusive of home, furnishings and automobiles) and a higher annual gross income 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 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. Minnesota—Minnesota investors are deemed not to (i) represent that they are legally competent to execute the Subscription Agreement and Power of Attorney and (ii) make the representation in respect of risk tolerance in Section 2 on page SA-1.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

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.

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 no later than such time as required by my selling agent. 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 First Republic Bank (for wire instructions, contact Eileen Grace at 203-625-8216). 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 business 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 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. Leverage magnifies the impact of both profit and loss; (iv) the performance of the Trust is expected to be volatile; (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.

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.

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.

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.

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.

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.

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: o (check box if applicable).

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.

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*		$	80,900
National Association of Securities Dealers, Inc. Filing Fee*			30,500
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			18,750

	Total	$	225,000

Section 17 of the Declaration of Trust and Trust Agreement (attached as Exhibit A to the Prospectus which forms a part of this Registration Statement), as may be amended from time to time, 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.

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.

The following documents (unless indicted) are filed herewith and made a part of this Registration Statement.

Exhibit Number		Description of Document
3.03		Form of Third Amended and Restated Declaration and Agreement 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 llp with respect to Federal Income Tax Aspects.
10.01		Form of Subscription Agreement and Power of Attorney (included as Exhibit C in the Prospectus).
10.02		Amended Form of Wholesaling Agreement.
23.01	(a)	Consent of Sidley Austin Brown & Wood llp (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	(a)	Consent of Ernst & Young LLP.
23.03	(b)	Consent of Ernst & Young (Cayman).

The following exhibits are incorporated by reference herein from the exhibits of the same description and number filed on March 31, 2003 with Registrant's Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act for the fiscal year ended December 31, 2002 on Form 10-K (File No. 000-50102; Film No. 03631569).

10.01		Form of Customer Agreement with Deutsche Bank Securities Inc.
10.02		Form of Foreign Exchange and Options Master Agreements with Morgan Stanley & Co. Incorporated and Morgan Stanley Capital Group Inc. (with schedules).

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).

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 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).

(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:

(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.

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 24th day of September 2003.

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 George E. Crapple	Co-Chief Executive Officer and Director (Principal Executive Officer)	September 24, 2003
/s/ HARVEY BEKER Harvey Beker	Co-Chief Executive Officer and Director (Principal Executive Officer)	September 24, 2003
/s/ GREGG R. BUCKBINDER Gregg R. Buckbinder	Senior Vice President (Principal Financial Officer)	September 24, 2003
/s/ TOD A. TANIS Tod A. Tanis	Vice President (Principal Accounting Officer)	September 24, 2003

(Being the principal executive officers, principal financial officer, principal accounting officer and a majority of the directors of Millburn Ridgefield Corporation.)

The following documents (unless indicted) are filed herewith and made a part of this Registration Statement.

Exhibit Number		Description of Document
3.03		Form of Third Amended and Restated Declaration and Agreement 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 llp with respect to Federal Income Tax Aspects.
10.01		Form of Subscription Agreement and Power of Attorney (included as Exhibit C in the Prospectus).
10.02		Amended Form of Wholesaling Agreement.
23.01	(a)	Consent of Sidley Austin Brown & Wood llp (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	(a)	Consent of Ernst & Young LLP.
23.03	(b)	Consent of Ernst & Young (Cayman).

10.01		Form of Customer Agreement with Deutsche Bank Securities Inc.
10.02		Form of Foreign Exchange and Options Master Agreements with Morgan Stanley & Co. Incorporated and Morgan Stanley Capital Group Inc. (with schedules).

1.01		Form of Selling Agreement among the Trust, the Managing 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

Delaware (State of Organization)	6799 (Primary Standard Industrial Classification Number)	36-7362830 (I.R.S. Employer 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)

Title of each class of Securities to be Registered	Proposed Maximum Aggregate Offering Price	Amount of Additional Registration Fee*


Units of Beneficial Interest	$1,097,275,353	$80,900

Stock Indices
Hong Kong Hang Seng
S&P 500
NASDAQ 100
Topix Index
Japanese Nikkei
German DAX
Agricultural Commodities
Coffee		Sugar
Corn		Wheat
Cotton
Metals		Energy
Aluminum		Crude Oil
Copper		Gas Oil
Gold		Heating Oil
Zinc		Natural Gas
		Unleaded Gas

			June 30, 2003			December 31, 2002
Income Statement Data
Investment income:
	Interest income		$	378,936		$	110,054
Expenses:
	Total expenses		$	2,211,372		$	469,910
	Net investment losses		$	(1,832,436	)	$	(359,856	)
Realized and unrealized gains (losses):
	Net realized gain (losses) on closed positions:
		Futures and forward contracts	$	6,954,355		$	(508,799	)
		Foreign exchange transactions		—		$	(2,042	)
	Net change in unrealized appreciation (depreciation):
		Futures and forward contracts	$	(2,530,757	)	$	1,456,794
		Foreign exchange translation	$	(55,777	)	$	(4,520	)
	Net gains (losses) from U.S. Treasury notes:
		Net change in unrealized appreciation (depreciation)	$	28,375		$	12,288
	Total net realized and unrealized gains (losses)		$	4,396,196		$	953,721
	Net income (loss) before Profit Share to Managing Owner		$	2,563,760		$	593,865
	Less profit share to Managing Owner		$	399,336		$	70,924
	Net income (loss) after Profit Share to Managing Owner		$	2,164,424		$	522,941
	Net income (loss) after profit share to Managing Owner per Unit		$	47.68		$	30.24
Balance Sheet Data
	Total Assets		$	138,154,845		$	27,460,920
	Total Liabilities		$	29,959,107		$	2,424,797
	Total Trust Capital		$	108,195,738		$	25,036,123
	Net Asset Value per Unit		$	1,077.92		$	1,030.24

NAME OF FUND	Type of Offering	Inception of Trading	Aggregate Subscriptions	Current Capitalization		Worst Monthly Drawdown %/Month		Worst Peak-to-Valley Drawdown %/Period		2003 Compound 7 Month Rate of Return		2002 Compound Annual Rate of Return		2001 Compound Annual Rate of Return		2000 Compound Annual Rate of Return		1999 Compound Annual Rate of Return		1998 Compound Annual Rate of Return
The Millburn World Resource Trust	Public	Sept. 1995	$100 million	$	21,284,075	(14.82 (10/99	)% )	(29.82 (2/97-9/00	)% )	10.01 (8 mos	% )	16.69	%	(12.10	)%	2.32	%	(10.09	)%	4.39	%
Millburn Global Opportunity Fund L.P.	Public	Jan. 1993	$41.6 million	$	5,531,492	(10.54 (1/94	)% )	(32.09 (6/99-9/00	)% )	8.10 (8 mos	% )	23.01	%	4.77	%	(8.53	)%	(2.26	)%	1.08	%
Millburn Currency Fund II L.P.	Public-Partial Principal Protected	Aug. 1991	$13.4 million		dissolved as of 9/30/00	(9.15 (8/93	)% )	(28.56 (7/97-9/00	)% )	N/A		N/A		N/A		(15.17 (9 mos.	)% )	(1.86	)%	(9.83	)%
Nestor Partners	Private	Feb. 1977	$332 million	$	192,580,662	(12.04 (10/99	)% )	(20.36 (6/99-9/00	)% )	8.91 (8 mos	% )	21.99	%	(7.88	)%	12.37	%	(3.27	)%	4.81	%
Millburn Global Markets Portfolio L.P.	Private	Oct. 1993	$6.4 million		ceased trading as of 2/28/01	(8.51 (2/96	)% )	(30.54 (6/99-9/00	)% )	N/A		N/A		0.60 (2 mos.	% )	(5.39	)%	(1.26	)%	2.34	%
Millburn Currency Fund L.P.	Private	Jan. 1990	$71.7 million	$	18,180,024	(8.86 (5/95	)% )	(21.55 (7/97-9/00	)% )	(5.84 (8 mos	)% )	17.19	%	2.78	%	4.29	%	2.12	%	(7.03	)%
Millburn World Resource Fund L.P.	Private	Jan. 1995	$22.5 million		Ceased Trading as of 6/30/03	(13.58 (10/99	)% )	(22.05 (9/99-9/00	)% )	7.04 (6 mos	% )	22.83	%	(3.90	)%	11.21	%	(3.97	)%	11.98	%
Millburn Index Partners	Private	May 2002	$31 million	$	29,926,631	(4.12 (03/03	)% )	(6.86 3/03-7/03	)%	(0.51 (8 mos	)% )	1.76 (8 mos.	% )	N/A		N/A		N/A		N/A
Millburn Currency Fund III	Private	Feb. 2003	$10 million	$	9,488,743	(7.46 (3/03	)% )	(7.76 (2/03-3/03	)% )	(6.54 (8 mos	)% )	N/A		N/A		N/A		N/A		N/A

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 up to 1.35% 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 up to 0.1125% of the month-end Net Assets of all Units sold which remain outstanding more than twelve months (a 4% or 1.35% 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 up to 0.1125% 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.

		Page
GLOBAL MACRO TRUST
	Financial Statements for the three and six months ended June 30, 2003 (Unaudited)	F-2
	Notes to Financial Statements (Unaudited)	F-7
	Report of Independent Auditors	F-12
	Statement of Financial Condition at December 31, 2002	F-13
	Condensed Schedule of Investments at December 31, 2002	F-14
	Statement of Operations for the period July 1, 2002 (commencement of operations) to December 31, 2002	F-15
	Statement of Changes in Trust Capital for the period July 1, 2002 (commencement of operations) to December 31, 2002	F-16
	Statement of Financial Highlights for the period July 1, 2002 (commencement of operations) to December 31, 2002	F-17
	Notes to Financial Statements	F-18
MILLBURN RIDGEFIELD CORPORATION
	Statement of Financial Condition at June 30, 2003 (Unaudited)	F-25
	Notes to Financial Statement (Unaudited)	F-26
	Independent Auditor's Report	F-31
	Statement of Financial Condition as of December 31, 2002	F-32
	Notes to Financial Statement	F-33
MILLBURN INTERNATIONAL (CAYMAN) LIMITED
	Statement of Assets and Liabilities at June 30, 2003 (Unaudited)	F-38
	Notes to Statement of Assets and Liabilities (Unaudited)	F-39
	Report of Independent Auditors	F-45
	Statement of Assets and Liabilities at December 31, 2002	F-46
	Condensed Schedule of Investments at December 31, 2002	F-47
	Notes to Statement of Assets and Liabilities	F-48

Assets
	Due from brokers		$	1,013,963
	Cash denominated in foreign currencies (cost $1,078,417 at June 30, 2003)			1,018,120
	Investments in U.S. Treasury notes—at market value (amortized cost $39,472,404 at June 30, 2003)			39,459,031
	Unrealized appreciation/(depreciation) on open contracts			(1,073,963	)

		Total equity in trading accounts		40,417,151
Investments in U.S. Treasury notes—at market value (amortized cost $83,265,214)				83,319,250
Cash and cash equivalents				12,853,438
Accrued interest receivable				1,565,006

Due from Managing Owner
		Total assets	$	138,154,845

Liabilities and Trust Capital
	Due to brokers		$	1,647,628
	Subscriptions received in advance			27,745,609
	Redemptions payable to Unitholders			9,527
	Accrued brokerage commissions			536,417
	Accrued expenses			19,926

		Total liabilities	$	29,959,107

Trust Capital
Managing Owner (2,554.075 managing owner units outstanding at June 30, 2003)				2,753,079
Unitholders (97,820.802 units of beneficial interest outstanding at June 30, 2003)				105,442,659

		Total Trust Capital		108,195,738

		Total liabilities and Trust Capital	$	138,154,845

		Net Asset Value per Unit	$	1,077.92

Futures and Forward Contracts		Net Unrealized Appreciation/(Depreciation) as a percentage of Trust Capital		Net Unrealized Appreciation/(Depreciation)
Futures contracts purchased
	Energies	0.04	%	$	45,970
	Interest rates	(0.76	)%		(820,231	)
	Metals	(0.10	)%		(105,862	)

	Stock indices	0.09	%		96,031
Total futures contracts purchased		(0.73	)%		(784,092	)

Futures Contracts Sold
	Energies	(0.08	)%		(83,176	)
	Grains	0.13	%		136,275
	Interest rates	1.54	%		1,665,378
	Softs	0.00	%		563

Total futures contracts sold		1.59	%		1,719,040

Total investment in futures contracts		0.86	%		934,948

Total currency forward contracts purchased		(0.83	)%		(900,453	)

Total currency forward contracts sold		(1.03	)%		(1,108,458	)

Total investment in forward contracts		(1.86	)%		(2,008,911	)

Total investments in futures and forward contracts		(1.00	)%	$	1,073,963

Face Amount		Investments in U.S. Treasury notes	Value as a % of Trust Capital		Value

		Government—United States
$	40,500,000	U.S. Treasury notes, 3.875%%, 07/31/2003	37.65	%	$	40,588,594
	40,500,000	U.S. Treasury notes, 2.750%, 10/31/2003	37.79	%		40,740,468
	40,500,000	U.S. Treasury notes, 4.750%, 2/15/2004	38.45	%		41,449,219

		Total investments in U.S. Treasury notes (amortized cost $122,737,618)	113.89	%	$	122,778,281

	Unit Holders			New Profit Memo Account			Managing Owner			Total
Trust Capital at December 31, 2002 (24,301.348 Units)	$	22,814,478			—		$	2,221,645		$	25,036,123
Proceeds from sale of 75,726.139 units of beneficial interest		80,816,560			—			—			80,816,560
Redemptions (207.298 units of beneficial interest)		(148,911	)		—			(71,794	)		(220,705	)
184.261 Units of beneficial units allocated		—			—			—			—
Managing Owner's allocation—New Profit (370.427 Managing Owner Units)		—			399,336			—			399,336
Net Income (Loss)		1,960,532			(40	)		203,932			2,164,424

Trust Capital at June 30, 2003 (100,374.877 Units)	$	105,442,659		$	399,296		$	2,353,783		$	108,195,738

Net Asset Value per Unit at June 30, 2003				$	1,077.92

			For the three months ended June 30, 2003			For the six months ended June 30, 2003
Net income (loss) from operations:
	Net investment loss		$	(17.34	)	$	(32.22	)
	Net realized and unrealized gains (losses) on trading of futures and forward contracts			73.42			84.25
	Net gains (losses) from U.S. Treasury obligations			0.19			0.61
	Profit share expense			(4.94	)		(4.96	)

		Net income (loss) per unit		51.33			47.68

Net asset value per Unit, beginning of period				1,026.59			1,030.24

Net asset value per Unit, end of Period			$	1,077.92		$	1,077.92

Total return and ratios for the three and six months ended June 30, 2003:
	Total return:			5.00%			4.63%
	Ratio of expenses to average net assets:			7.37% (annualized)			7.30% (annualized)
	Ratio of net investment loss to average net assets:			(6.19)% (annualized)			(6.09)% (annualized)

Futures and Forward Contracts		Net Unrealized Appreciation/ (Depreciation) as a % of Trust Capital		Net Unrealized Appreciation/ (Depreciation)
Futures contracts purchased
	Energies	0.86	%	$	215,684
	Interest rates	3.04	%		761,553
	Metals	0.58	%		145,044
	Softs	0.01	%		1,035

Total futures contracts purchased		4.49	%		1,123,316

Futures contracts sold
	Grains	0.16	%		40,213
	Metals	(0.12	)%		(29,044	)
	Softs	0.03	%		6,712
	Stock indices	0.31	%		78,661

Total futures contracts sold		0.38	%		96,542

Total investments in futures contracts		4.87	%		1,219,858

Total currency forward contracts purchased		1.42	%		356,526
Total currency forward contracts sold		(0.47	)%		(119,590	)

Total investments in forward contracts		0.95	%		236,936

Total investments in futures and forward contracts		5.82	%	$	1,456,794

	Unitholder		New Profit Memo Account		Managing Owner		Total
Proceeds from sale of 2.0 units of beneficial interest	$	1,600	$	—	$	400	$	2,000
Net income		14		—		4		18

Trust capital at December 31, 2001		1,614		—		404		2,018
Net income*		244		—		—		244

Trust capital at June 30, 2002	$	1,858	$	—	$	404	$	2,262

ASSETS
	Cash and cash equivalents			$	2,098,119
	Commissions and fees receivable				2,194,737
	Loans receivable from stockholders and affiliates				3,024,284
	Investments in sponsored funds				13,586,578
	Other investments				956,289
	Other assets				5,773
	Furniture and equipment, net of accumulated depreciation of $93,445				6,579
	Deferred fees				17,973,372

			Total assets	$	39,845,731

LIABILITIES
	Accounts payable and accrued expenses			$	329,583
	Due to affiliated company				1,236,693
	Due to Apollo Fund				4,423,643
	Stockholders' distributions payable				99,680
	Deferred compensation payable				17,973,372

			Total liabilities		24,062,971

	Commitments and contingencies—
		Common stock subject to repurchase, at redemption value			1,239,808

STOCKHOLDERS' EQUITY
	Common stock—$.005 par value; 300,000 shares authorized, 210,849 shares issued and outstanding				1,054
	Additional paid-in capital				2,155,189
	Stock subscription receivable				(10,527	)
	Retained earnings				12,397,236

			Total stockholders' equity		14,542,952

			Total liabilities and stockholders' equity	$	39,845,731

Nestor Partners		$	3,736,752
Global Macro Trust			2,353,784
Millburn STS Partners L.P.			1,544,493
Millburn MCo Partners L.P.			1,286,165
Millburn Multi-Strategy Portfolio L.P.			933,539
Others			3,731,845

	Total	$	13,586,578

		Nestor Partners		Global Macro Trust		Millburn MCo Partners		Apollo Fund		Millburn Multi-Strategy Portfolio
Assets		$	176,046,367	$	136,544,719	$	93,790,782	$	51,173,058	$	28,787,675
Liabilities			4,465,280		28,348,988		262,438		3,791		0

	Net asset value	$	171,581,087	$	108,195,731	$	93,528,344	$	51,169,267	$	28,787,675

ASSETS
	Cash and cash equivalents			$	298,122
	Commissions and fees receivable				3,591,337
	Loans receivable from stockholders and affiliates				2,964,720
	Investments in sponsored funds				22,234,875
	Other investments				1,118,824
	Other assets				827,467
	Furniture and equipment, net of accumulated depreciation of $91,671				8,354
	Deferred fees				16,454,482

			Total assets	$	47,498,181

LIABILITIES
	Accounts payable and accrued expenses			$	564,973
	Due to affiliated company				2,207,996
	Due to Apollo Fund				2,969,291
	Stockholders' distributions payable				573,086
	Deferred compensation payable				16,454,482

			Total liabilities		22,769,828

	Commitments and contingencies—
		Common stock subject to repurchase, at redemption value			1,553,523

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				21,367,468

			Total stockholders' equity		23,174,830

			Total liabilities and stockholders' equity	$	47,498,181

Millburn MCo Partners L.P.		$	4,485,233
Nestor Partners			6,963,561
Global Macro Trust			2,221,645
Millburn STS Partners L.P.			1,559,605
Millburn Equity Partners LLC			1,086,194
Others			5,918,637

	Total	$	22,234,875

		Nestor Partners		Millburn MCo Partners L.P.		Macro Global Trust		Apollo Fund		Millburn Multi- Strategy Portfolio L.P.
Assets		$	145,414,744	$	95,775,070	$	27,460,920	$	33,059,589	$	39,031,850
Liabilities			4,457,911		9,887,626		2,424,797		388,159		12,083,821

	Net asset value	$	140,956,833	$	85,887,444	$	25,036,123	$	32,671,430	$	26,948,029

	Year ended December 31, 2002			Subscriptions for the Period ended June 30, 2003		Redemptions for the Period ended June 30, 2003				Period ended June 30, 2003
			NAV per Share at December 31, 2002									NAV per Share at June 30, 2003
Series of Shares								P/L for the Period ended June 30, 2003
Series of Shares	$	Shares		$	Shares	$	Shares	P/L for the Period ended June 30, 2003		$	Shares
The Diversified Portfolio(a)
Eight	396,903	250.00	1,587.61	—	—	—	—	28,848		425,751	250.00	1,703.00
Nestor Partners II, L.P.	2,969,458	1,582.79	1,876.09	—	—	—	—	311,098		3,280,556	1,582.79	2,072.64
Fourteen	3,424,042	2,500.00	1,369.62	—	—	—	—	248,860		3,672,902	2,500.00	1,469.16
Fifteen	11,336,129	7,800.56	1,453.25	—	—	—	—	873,390		12,209,519	7,800.56	1,565.21
Nineteen	309,834	250.00	1,239.34	—	—	—	—	22,519		332,353	250.00	1,329.41
Twenty	223,896	174.45	1,283.44	—	—	—	—	18,241		242,137	174.45	1,388.00
Twenty-one	208,949	162.01	1,289.73	—	—	—	—	16,098		225,047	162.01	1,389.09
Twenty-two	121,191	100.00	1,211.91	—	—	—	—	8,809		130,000	100.00	1,300.00
Twenty-three	108,542	100.00	1,085.42	—	—	—	—	7,889		116,431	100.00	1,164.31
Twenty-four	1,033,943	1,002.00	1,031.88	—	—	—	—	79,660		1,113,603	1,002.00	1,111.38
Twenty-five	533,301	500.00	1,066.60	—	—	—	—	41,088		574,389	500.00	1,148.78
Twenty-six	—	—	—	499,965	476.07	—	—	8,319		508,284	476.07	1,067.67
Twenty-seven	—	—	—	150,000	150.00	—	—	5,113		155,113	150.00	1,034.09
Twenty-eight	—	—	—	500,000	500.00	—	—	17,042		517,042	500.00	1,034.08
Twenty-nine	—	—	—	250,000	250.00	—	—	(9,852	)	240,148	250.00	960.59
Thirty	—	—	—	10,000,000	10,000.00	—	—	(361,820	)	9,638,180	10,000.00	963.82
Thirty-one	—	—	—	1,000,000	1,000.00	—	—	(36,182	)	963,818	1,000.00	963.82
Thirty-two	—	—	—	500,000	500.00	—	—	28,488		528,488	500.00	1,056.98
Thirty-three	—	—	—	169,200	169.20	—	—	9,276		178,476	169.20	1,054.82
Thirty-four	—	—	—	2,000,000	2,000.00	—	—	113,954		2,113,954	2,000.00	1,056.98
Thirty-five	—	—	—	100,000	100.00	—	—	5,954		105,954	100.00	1,059.54
Thirty-six	—	—	—	500,000	500.00	—	—	(18,827	)	481,173	500.00	962.35

	20,666,188	14,421.81		15,669,165	15,645.27	—	—	1,417,965		37,753,318	30,067.08

The World Resource Portfolio(b), (c)
Two	373,452	250.00	1,493.81	—	—	—	—	26,293		399,745	250.00	1,598.98

	373,452	250.00						26,293		399,745	250.00

Futures and Forward Contracts		Net Appreciation/ (Depreciation) as a % of Net Assets		Net Unrealized Appreciation/ (Depreciation)
Futures contracts purchased
	Energies	1.28	%	$	264,127
	Interest rates	4.45	%		920,847
	Metals	0.70	%		143,691
	Softs	0.00	%		(740	)

Total futures contracts purchased		6.43	%		1,327,925

Futures contracts sold
	Grains	0.24	%		49,250
	Metals	(0.18	)%		(36,581	)
	Softs	0.04	%		8,212
	Stock indices	0.60	%		123,671

Total futures contracts sold		0.70	%		144,552

Total investment in futures contracts		7.13	%		1,472,477

Total currency forward contracts purchased		1.77	%		365,512
Total currency forward contracts sold		(0.72	)%		(148,261	)

Total investment in forward contracts		1.05	%		217,251

Total investment in futures and forward contracts		8.18	%	$	1,689,728

Face Amount		Investments in U.S. Treasury notes	Value as a % of Net Assets		Value
		Government—United States
$	7,925,000	U.S. Treasury notes, 4.625%, 2/28/2003	38.55	%	$	7,967,102
	8,640,000	U.S. Treasury notes, 4.000%, 4/30/2003	42.19	%		8,718,300
	10,715,000	U.S. Treasury notes, 3.875%, 7/31/2003	52.62	%		10,875,725
		Total investments in U.S. Treasury notes (amortized cost $27,536,861)	133.36	%	$	27,561,127

	Year ended December 31, 2001			Subscriptions for the Year ended December 31, 2002		Redemptions for the Year ended December 31, 2002						Year ended December 31, 2002
			NAV per Share at December 31, 2001							P/L for the Year ended December 31, 2002				NAV per Share at December 31, 2002
Series of Shares
Series of Shares	$	Shares		$	Shares	$		Shares				$	Shares
The Diversified Portfolio(a)
One	24,388,030	14,464.83	1,686.02	—	—	(24,124,563	)	(14,464.83	)	(263,467	)	—	—	—
Five	6,395,100	5,089.13	1,256.62	—	—	(6,395,100	)	(5,089.13	)	—		—	—	—
Eight	316,946	250.00	1,267.78	—	—	—		—		79,957		396,903	250.00	1,587.61
Nestor Partners II, L.P.	2,119,449	1,525.34	1,389.49	79,827	57.45	—		—		770,182		2,969,458	1,582.79	1,876.09
Fourteen	2,734,260	2,500.00	1,093.70	—	—	—		—		689,782		3,424,042	2,500.00	1,369.62
Fifteen	11,857,175	10,282.00	1,153.20	—	—	(3,500,002	)	(2,481.44	)	2,978,956		11,336,129	7,800.56	1,453.25
Seventeen	1,203,928	1,000.00	1,203.93	—	—	(1,207,630	)	(1,000.00	)	3,702		—	—	—
Eighteen	2,062,297	2,250.00	916.58	—	—	(2,133,259	)	(2,250.00	)	70,962		—	—	—
Nineteen	248,509	250.00	994.04	—	—	—		—		61,325		309,834	250.00	1,239.34
Twenty	—	—	—	199,970	174.45	—		—		23,926		223,896	174.45	1,283.44
Twenty-one	—	—	—	174,990	162.01	—		—		33,959		208,949	162.01	1,289.73
Twenty-two	—	—	—	100,000	100.00	—		—		21,191		121,191	100.00	1,211.91
Twenty-three	—	—	—	100,000	100.00	—		—		8,542		108,542	100.00	1,085.42
Twenty-four	—	—	—	1,002,000	1,002.00	—		—		31,943		1,033,943	1,002.00	1,031.88
Twenty-five	—	—	—	500,000	500.00	—		—		33,301		533,301	500.00	1,066.60

	51,325,694	37,611.30		2,156,787	2,095.91	(37,360,554	)	(25,285.40	)	4,544,261		20,666,188	14,421.81

The World Resource Portfolio(b)
Two	304,042	250.00	1,216.17	—	—	—		—		69,410		373,452	250.00	1,493.81

	304,042	250.00		—	—	—		—		69,410		373,452	250.00

			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	3
	(f)	Liability of the Trustee	3
	(g)	Reliance by the Trustee and the Managing Owner; Advice of Counsel	4
	(h)	Not Part of Trust Estate	4
3.	Principal Office		4
4.	Business		4
5.	Term, Dissolution, Fiscal Year and Net Asset Value		5
	(a)	Term	5
	(b)	Dissolution	5
	(c)	Fiscal Year	5
	(d)	Net Asset Value	6
6.	Net Worth of Managing Owner		6
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		7
	(a)	Capital Accounts and Allocations	7
	(b)	Allocation of Profit and Loss for Federal Income Tax Purposes	9
	(c)	Profit Share; New Profits Memo Account	11
	(d)	Expenses; Interest Income	11
	(e)	Limited Liability of Unitholders	12
	(f)	Return of Capital Contributions	13
9.	Management of the Trust		13
	(a)	Authority of the Managing Owner	13
	(b)	Notification of Basic Changes	13
	(c)	Certain Agreements	13
	(d)	Fiduciary Duties	13
	(e)	Brokerage Arrangements	14
	(f)	Prohibited Activities	14
	(g)	Freedom of Action	14
10.	Audits and Reports to Unitholders		14
11.	Assignability of Units		16

12.	Redemptions		16
13.	Offering of Units		18
14.	Special Power of Attorney		18
15.	Withdrawal of a Unitholder		19
16.	Benefit Plan Investors		19
17.	Standard of Liability; Indemnification		20
	(a)	Standard of Liability for the Managing Owner	20
	(b)	Indemnification of the Managing Owner by the Trust	20
	(c)	Indemnification by the Unitholders	21
18.	Amendments; Meetings		21
	(a)	Amendments with Consent of the Managing Owner	21
	(b)	Amendments and Actions without Consent of the Managing Owner	22
	(c)	Meetings; Other	22
	(d)	Consent by Trustee	23
19.	Governing Law		23
20.	Miscellaneous		23
	(a)	Notices	23
	(b)	Binding Effect	23
	(c)	Captions	23
21.	Certain Definitions		23
22.	No Legal Title to Trust Estate		25
23.	Legal Title		25
24.	Creditors		25
	Testimonium
	Signatures
	Schedule A—Certificate of Trust		TA-27
	Annex—Request for Redemption		RR-1

		WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee
		By
		MILLBURN RIDGEFIELD CORPORATION as Managing Owner
		By:
		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:

		WILMINGTON TRUST COMPANY, as Trustee
		By:		/s/ PATRICIA A. EVANS Name: Patricia A. Evans Title: Senior Financial Services Officer

GLOBAL MACRO TRUST
c/o	Millburn Ridgefield Corporation Managing Owner	Date
411 West Putnam Avenue Greenwich, Connecticut 06830

Credit my customer securities account			Send to the address below


Name Street			City, State and Zip Code

Entity Unitholder (or assignee)			Individual Unitholder(s) (or assignee(s))

(Name of Entity)
By:

(Authorized corporate officer, partner or trustee)			(Signature(s) of all Unitholder(s) or assignee(s))
Social Security or Taxpayer ID Number________

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)
o		if payment is to be made by debit from investor's securities account, check box
o		if exchanging Millburn World Resource Trust units, check box
o		if exchanging Millburn Global Opportunity Fund L.P. Units, check box

4)	Investor's Name

					Telephone No.
Social Security #		-	-	Taxpayer ID#		-

10)
X		X

Signature of Investor	Date	Signature of Joint Investor (if any)	Date

3.01		Certificate of Trust of Registrant
3.02		Declaration of Trust and Trust Agreement of Registrant

GLOBAL MACRO TRUST
By:		Millburn Ridgefield Corporation Managing Owner
By		/s/ HARVEY BEKER Harvey Beker Co-Chief Executive Officer