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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended: December 31, 1998
or
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number: 33-50388
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
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(Exact name of registrant as specified in its charter)
Delaware 06-1346879
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o MILLBURN RIDGEFIELD CORPORATION
411 West Putnam Avenue
Greenwich, Connecticut 06830
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 625-7554
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
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(Title of Class)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _____
--
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulations S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Aggregate market value of the voting and non-voting common equity held by
non-affiliates as of February 28, 1999: $13,634,319
Documents Incorporated by Reference
None.
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TABLE OF CONTENTS
PAGE
PART I
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Item 1. Business.......................................................... 1
Item 2. Properties........................................................ 2
Item 3. Legal Proceedings................................................. 2
Item 4. Submission of Matters to a Vote of Security Holders............... 2
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters............................................... 3
Item 6. Selected Financial Data........................................... 3
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................... 5
Item 7A. Quantitative and Qualitative Disclosures About Market Risk........ 7
Item 8. Financial Statements and Supplementary Data....................... 7
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............................... 8
PART III
Item 10. Directors and Executive Officers of the Registrant................ 8
Item 11. Executive Compensation............................................ 9
Item 12. Security Ownership of Certain Beneficial Owners and
Management........................................................ 9
Item 13. Certain Relationships and Related Transactions.................... 10
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K....................................................... 10
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PART I
Item 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
The Millburn Global Opportunity Fund L.P. (the "Partnership") is a
limited partnership organized July 9, 1992 pursuant to a Limited Partnership
Agreement (the "Limited Partnership Agreement"), under the Delaware Revised
Uniform Limited Partnership Act. Between October 30, 1992 and December 31, 1992
(the "Initial Offering"), units of limited partnership interest in the
Partnership (the "Units") were publicly offered. The proceeds of the Initial
Offering and interest thereon were held in escrow until January 7, 1993 at which
time an aggregate of $11,420,054 (11,420.054 Units) was turned over to the
Partnership and the Partnership commenced operations. Units continued to be
offered until May 30, 1993. The offering was registered under the Securities Act
of 1933, as amended. Smith Barney, Harris Upham & Co. Incorporated acted as
selling agent on a best efforts basis. A total of 11,420.054 Units were sold to
the public during the initial public offering, and an additional 28,881.766
Units were subsequently sold to the public.
The Partnership engages in speculative trading in futures, forward
contracts and related options, primarily in the currency and financial
instrument markets.
Millburn Ridgefield Corporation (the "General Partner"), a Delaware
corporation, is the general partner and the commodity trading advisor for the
Partnership. The General Partner invested $125,000 in the Partnership at the
outset of trading and subsequently contributed an additional $316,183. After
reflecting net income of $96,063 in 1998; net income of $183,028 in 1997; net
income of $128,677 in 1996, net income of $179,937 in 1995, a net loss of $2,417
in 1994 and net income of $55,006 and deductions for organization and offering
costs of $5,613 in 1993, this investment totaled $1,075,924, $979,861, $796,833,
$668,156, $488,219 and $490,636 as of December 31, 1998, 1997, 1996, 1995, 1994
and 1993, respectively.
Smith Barney Inc., Morgan Stanley & Co. Incorporated, and Deutsche Bank
(the "Currency Dealers") act as the primary currency dealers and futures brokers
for the Partnership. The Partnership also executes currency and forward trades
with other currency dealers and futures brokers when their prices are
advantageous to the Partnership. The Partnership pays the currency dealers "bid
asked" spreads on its forward trades, as such spreads are incorporated into the
pricing of forward contracts. The General Partner monitors the Partnership's
trades to ensure that the prices it receives are competitive.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Partnership's business constitutes only one segment, speculative
trading of currency futures, forward contracts and related options. The
Partnership does not engage in sales of goods and services.
(c) NARRATIVE DESCRIPTION OF BUSINESS
The Partnership engages in the speculative trading of currency futures,
forward contracts and related options. The Partnership's sole trading advisor is
the General Partner. The General Partner trades the Partnership's assets
primarily in currency markets, trading primarily forward contracts in the
interbank market. Pursuant to the Limited Partnership Agreement, the General
Partner receives a flat-rate monthly brokerage fee equal to 0.6875 of 1% of the
Net Assets (an 8.25% annual rate), which is reduced to 0.52 of 1% of Net Assets
(a 6.25% annual rate) for Units issued to Limited Partners who invest $1,000,000
or more in the Partnership. The General Partner also receives a profit share
equal to 17.5% of any new trading profit, determined as of the end of each
calendar quarter. The quarterly profit share is calculated after deducting
interest income and brokerage fees.
The Partnership's assets not deposited as margin will be maintained,
unless applicable foreign regulations require otherwise, only in instruments
authorized by the CFTC for the investment of "customer segregated funds."
REGULATION
Under the Commodity Exchange Act, as amended (the "CEA"), commodity
exchanges and futures trading are subject to regulation by the Commodity Futures
Trading Commission (the "CFTC"). National Futures Association ("NFA"), a
"registered futures association" under the CEA, is the only non-exchange
self-regulatory organization for futures industry
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professionals. The CFTC has delegated to NFA responsibility for the
registration of "commodity trading advisors," "commodity pool operators,"
"futures commission merchants," "introducing brokers" and their respective
associated persons and "floor brokers" and "floor traders." The CEA requires
commodity pool operators and commodity trading advisors, such as the General
Partner, and commodity brokers or futures commission merchants, such as the
Currency Dealers and the General Partner, to be registered and to comply with
various reporting and record keeping requirements. The CFTC may suspend a
commodity pool operator's or trading advisor's registration if it finds that
its trading practices tend to disrupt orderly market conditions or in certain
other situations. In the event that the registration of the General Partner
as a commodity pool operator or a commodity trading advisor were terminated
or suspended, the General Partner would be unable to continue to manage the
business of the Partnership. Should the General Partner's registration be
suspended, termination of the Partnership might result.
As members of NFA, the General Partner and the Currency Dealers are
subject to NFA standards relating to fair trade practices, financial condition
and customer protection. As the self-regulatory body of the futures industry,
NFA promulgates rules governing the conduct of futures industry professionals
and disciplines those professionals which do not comply with such standards.
In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long or net short
position which any person may hold or control in particular commodities. The
CFTC has adopted a rule requiring all domestic commodity exchanges to submit for
approval speculative position limits for all futures contracts traded on such
exchanges. Most exchanges also limit the changes in futures contract prices that
may occur during a single trading day. The Partnership, however, primarily
trades currency forward contracts which are not subject to regulation by any
United States Government agency.
(i) through (xii) - not applicable.
(xiii) the Partnership has no employees.
(d) Financial information about foreign and
domestic operations and export sales
The Partnership does not engage in material operations in foreign
countries (although it does trade in foreign currency forward contracts), nor is
a material portion of its revenues derived from foreign customers.
Item 2. PROPERTIES
The Partnership does not own or use any physical properties in the
conduct of their business. The General Partner or an affiliate perform all
administrative services for the Partnership from their offices.
Item 3. LEGAL PROCEEDINGS
The General Partner is not aware of any pending legal proceedings to
which either the Partnership is a party or to which any of their assets are
subject. In addition there are no pending material legal proceedings involving
the General Partner.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
(a) MARKET INFORMATION. There is no trading market for the Units, and
none is likely to develop. Units may be redeemed upon 10 days' written notice at
their net asset value as of the last day of any month. In the event that all
Units for which redemption is requested cannot be redeemed as of any redemption
date, Units will be redeemed in the order that requests for redemption have been
received by the General Partner.
(b) HOLDERS. As of December 31, 1998, there were 791 holders
of Units.
(c) DIVIDENDS. No distributions or dividends have been made on the
Units, and the General Partner has no present intention to make
any.
(d) RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM
REGISTERED SECURITIES.
Not applicable.
Item 6. SELECTED FINANCIAL DATA
The following is a summary of operations for fiscal year 1998, 1997,
1996, 1995 and 1994 and total assets of the Partnership at December 31, 1998,
1997, 1996, 1995 and 1994. The Partnership commenced trading operations on
January 7, 1993.
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For the Year For the Year For the Year For the Year For the Year
Ended 12/31/98 Ended 12/31/97 Ended 12/31/96 Ended 12/31/9 Ended 12/31/94
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Revenue:
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Net realized and unrealized trading
gain (loss), net of brokerage commissions
of 1,299,470 $1,566,165, $1,699,690,
$2,123,253 and $2,661,651 in 1998, 1997,
1996, 1995 and 1994 respectively $(608,874) $1,696,449 $1,072,015 $4,710,329 $(4,284,368)
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Interest Income $886,163 $1,066,041 1,041,439 1,526,442 1,173,269
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$2,762,490 $2,113,454 $6,236,771 (3,111,099)
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Foreign exchange gain (loss) (44,208) (12,137) (69,231) 70,217 209,552
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Total income (loss) 233,081 2,750,353 2,044,223 6,306,988 (2,901,547)
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Expenses:
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Profit share ___ 336,456 77,846 450,987 161
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Administrative expenses 86,250 98,335 110,646 108,295 163,662
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Total expenses 86,250 434,791 188,492 559,282 163,823
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Net income (loss) $146,831 $2,315,562 $1,855,731 $5,747,706 $(3,065,370)
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Total assets $15,445,407 $19,008,327 $20,512,740 $24,031,331 $25,949,603
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Total limited partners' capital $13,830,609 $17,586,032 $19,148,852 $22,575,405 $24,474,595
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Net asset value per Unit $1,479.31 $ 1,463.50 $ 1,312.41 $ 1,199.40 $ 967.24
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Redemption value per Unit $1,479.31 $ 1,463.50 $ 1,312.41 $ 1,199.40 $ 967.24
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Increase (decrease) in net asset $15.81 $ 151.09 $ 113.01 $ 232.16 $ (88.68)
value per Unit --------- --------- --------- --------- ---------
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Increase (decrease) in redemption $15.81 $ 151.09 $ 113.01 $ 232.16 $ (95.57)
value per Unit --------- --------- --------- -------- ---------
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Reference is made to "Item 6. SELECTED FINANCIAL DATA" and "Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA." The information contained therein
is essential to, and should be read in conjunction with, the following analysis.
CAPITAL RESOURCES
The Partnership does not intend to raise any additional capital through
borrowing and, because it is a closed-end fund, it cannot sell any more Units
unless it undertakes a new public offering, which would require another
registration with the Securities and Exchange Commission. Due to the nature of
the Partnership's business, it will make no significant capital expenditures,
and substantially all its assets are and will be represented by cash equivalents
or deposits in money market funds, United States Treasury securities, and
investments in futures, forward contracts and related options.
The Partnership trades futures, options and forward contracts primarily
on currencies and secondarily on financial instruments. 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 credit risk from
counterparty non-performance associated with these instruments is the net
unrealized gain, if any, on these positions. The risks associated with
exchange-traded contracts are generally perceived to be less than those
associated with over-the-counter transactions, because exchanges typically (but
not universally) provide clearinghouse arrangements in which the collective
credit (in some cases limited in amount, in some cases not) 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 margin in the over-the-counter markets.
The General Partner has procedures in place to control market risk,
although there can be no assurance that they will, in fact, succeed in doing so.
These procedures primarily focus on (1) limiting trading to markets which The
General Partner believes are sufficiently liquid in respect of the amount of
trading contemplated; (2) diversifying positions among various currencies and
financial instruments; (3) limiting the assets committed as margin, generally
within a range of 15% to 35% of an account's Net Assets at exchange minimum
margins, (including imputed margins on forward positions) although the amount
committed to margin at any time may be substantially higher; (4) prohibiting
pyramiding (that is, using unrealized profits in a particular market as margin
for additional positions in the same market); and (5) changing the equity
utilized for trading by an account solely on a controlled periodic basis rather
than as an automatic consequence of an increase in equity resulting from trading
profits. The Partnership controls credit risk by dealing exclusively with large,
well capitalized financial institutions as brokers and counterparties.
The Partnership is generally required to deposit approximately 5% of
the notional value of its forward contract positions with the Currency Dealers
as collateral. At any time, and from time to time, the Partnership may have open
positions with the Currency Dealers with a total notional value of as much as
three times the capitalization of the Partnership and collateral deposits of up
to approximately 15% of the capital of the Partnership.
The Partnership's futures contracts are settled by offset and are
cleared by the exchange clearinghouse function. Options on futures contracts are
settled either by offset or by exercise. If an option on a future is exercised,
the Partnership is assigned a position in the underlying future which is then
settled by offset. The Partnership's spot and forward currency transactions
conducted in the interbank market are settled by netting offsetting positions
held with the same counterparty; net positions are then settled by entering into
offsetting positions and by cash payments.
LIQUIDITY
The Partnership's assets are either held in cash or are invested by the
General Partner in United States Treasury bills or "customer segregated funds
accounts." To the extent deposited as margin with currency dealers or futures
brokers, the Partnership's assets are subject to the General Partner's ability
to close out its currency futures or forward contracts positions. During its
operations through December 31, 1998, the Partnership experienced no meaningful
periods of illiquidify in any of the markets traded by the Partnership.
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Most of the Partnership's positions are in currency forward contracts.
Forward contracts are not traded on a commodity exchange. The Partnership could
be prevented from promptly liquidating unfavorable positions, thereby subjecting
the Partnership to substantial losses which could exceed the margin initially
committed to such trades. In addition, the Partnership may not be able to
execute forward contract trades at favorable prices if little trading in the
contracts it holds is taking place. Other than these limitations on liquidity,
which are inherent in the Partnership's currency trading operations, the
Partnership's assets are highly liquid and are expected to remain so. Generally,
forward contracts can be offset at the discretion of the General Partner.
However, if the market is not liquid, it could prevent the timely closeout of an
unfavorable position until the delivery date, regardless of the changes in their
value or the General Partner's investment strategies.
RESULTS OF OPERATIONS
Operating results show a profit for the fiscal years ended December 31,
1998, 1997 and 1996.
Total Partnership capital as of December 31, 1998, 1997 and 1996
equaled $14,906,533, $18,565,893 and $19,945,685, respectively. The net asset
value per Unit as of December 31, 1998 was $1,479.31, an increase in value for
fiscal year 1998 of 1.1%; the net asset value per Unit as of December 31, 1997
was $1463.50, an increase in value for fiscal year 1997 of 11.5%; the net asset
value per Unit as of December 31, 1996 was $1,312.41, an increase in value for
fiscal year 1996 of 9.4%.
The Partnership's gross trading gains of $690,596 from its currency and
financial instrument trading in 1998 were offset by brokerage commissions of
$1,299,470 for a net trading loss of $608,874. This loss was offset by interest
income, earned or accrued, of $886,163. The Partnership lost $44,208 on foreign
exchange during 1998. Over half of the Partnership's profits in fiscal year 1997
resulted from its currency and financial instrument trading. Such trading showed
a profit as gross trading gains of $3,262,614 overcame brokerage commissions of
$1,566,165 for a net trading gain of $1,696,449. The Partnership also accrued or
earned interest income of $1,066,041 and lost $12,137 on foreign exchange. Over
half of the Partnership's profits in fiscal year 1996 resulted from its currency
and financial instrument trading. Such trading showed a profit as gross trading
gains of $2,771,705 exceeded brokerage fees of $1,699,690 for a net trading gain
of $1,072,015. The Partnership also accrued or earned interest income of
$1,041,439 and lost $69,231 on foreign exchange.
During fiscal year 1998, the Partnership was slightly profitable.
Against a low inflation background, trading in interest rate futures was highly
profitable, particularly during the third quarter when "flight to quality"
produced sizable gains on long positions in US, European and Japanese interest
rate futures. Short positions in Japanese government bond futures near year-end
were also very profitable when the bond yield rebounded from an historically low
level. Currency trading, while registering mixed results in various sectors, was
slightly unprofitable overall. Trading on both sides of dollar/yen produced
excellent results, but these gains were more than offset by losses on trading
the European currencies against the dollar. Meanwhile, gains from trading exotic
currencies were offset by losses in cross rate trading. Stock index trading lost
money as gains in Hong Kong and US index positioning fell short of losses in
trading Japanese and Australian indices. Volatile, non-trending price action in
copper futures resulted in losses in metal trading.
During Fiscal year 1997, the Partnership traded profitably. In the
first two months, gains in currency trading countered losses from interest rate
positions, yielding overall gains in the portfolio. In March and April, there
were losses in all sectors (metals, stock indices, interest rates, and
currencies). Overall gains during the May-June period occurred as profits in
stock index and interest rate trading more than offset losses in metals and
currency trading. During the third quarter, markets were extremely volatile, but
on balance the portfolio produced gains. Profits on interest rate and currency
trading offset losses in stock index and metals markets for an overall third
quarter gain. In the October-December quarter, on the other hand, gains on stock
index and metal trading were profitable, but were offset by losses in currency
and interest rate trading.
During Fiscal Year 1996, the Partnership traded profitably. January
produced gains in all sectors, with significant advances in currency trading
resulting from the strengthening of the dollar. Most of the January gain was
lost in February due to trend reversals and increased volatility. Losses were
registered in 33 of the 41 markets traded in the fund. Losing performance in
this many markets at the same time is a very unusual event. Small losses in the
currency, cross currency, interest rate, stock index and metals sectors resulted
in a down month in March. April was profitable due to gains in the currency
sector, resulting from a strong dollar versus European currencies. In May,
losses in the interest rate and stock index sectors outweighed gains in the
currency and metal sectors. June and July reported modest profits resulting from
small gains in the currency and metals sectors which were offset by losses in
the stock index markets. In August, gains in the interest rate sector due to
falling rates in Japan and Australia could not offset losses in the currency and
stock index sectors. The following four months, September through December,
produced profits in each month due to the continued drop in international
interest rates and continued trends in the currency markets.
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Inflation is not a significant factor in the Partnership's
profitability, except to the extent the inflation may affect forward contract
prices.
THE YEAR 2000 COMPUTER ISSUE
Many existing computer systems use only two digits to refer to a year.
This technique can cause the systems to treat the year 2000 as 1900, an effect
commonly known as the "Year 2000 Problem." The Partnership, like other financial
and business organizations, depends on the smooth functioning of computer
systems and could be adversely affected if the computer systems on which it
relies do not properly process and calculate date-related information concerning
dates on or after January 1, 2000.
The General Partner administers the business of the Partnership through
various systems and processes maintained by the General Partner. The General
Partner's modifications for Year 2000 compliance are proceeding and are expected
to be completed, with respect to mission-critical systems, by April 1999, and,
with respect to other systems, by July 1999. The expenses incurred to date by
the General Partner in preparing for Year 2000 compliance have not had a
material adverse impact on the General Partner's financial position, and the
expenses to be incurred in becoming fully Year 2000 compliant are not expected
to have a material adverse impact on the General Partner's financial position.
The Partnership itself has no systems or information technology applications
relevant to its operations and, thus, has no expenses related to addressing the
Year 2000 Problem.
In addition to the General Partner, the Partnership is dependent on the
capability of the various exchanges, Currency Dealers and other third parties
with which the Partnership has material relationships to prepare adequately for
the Year 2000 Problem and its impact on their systems and processes. The major
U.S. futures exchanges participated in the Futures Industry Association Y2K Beta
Test during September 1998 and will participate in the Futures Industry
Association Y2K industry-wide test for Year 2000 compliance during the first and
second quarters of 1999. The Futures Industry Association Y2K Tests are to test
links with outside entities. The Currency Dealers are addressing their Year 2000
issues and those which are registered as Futures Commission Merchants will
participate in the Futures Industry Association Y2K industry-wide test for Year
2000 compliance during the first and second quarters of 1999. The General
Partner is currently implementing procedures to monitor the progress of the
Currency Dealers, exchanges and other third parties with which the Partnership
has a material relationship in addressing their Year 2000 issues.
The most likely and most significant risk to the Partnership associated
with the lack of Year 2000 readiness is the failure of third parties, including
the Currency Dealers, exchanges, and various regulators to resolve their Year
2000 issues in a timely manner. This risk could involve the temporary inability
to transfer funds electronically or to determine the Net Asset Value of the
Partnership, in which case it could become impossible for the Partnership to
continue trading activities and redemption payments could be delayed until the
Partnership's assets could be valued and/or funds could be transferred. If the
General Partner believes, prior to December 31, 1999, that any third party has
failed to resolve a Year 2000 issue likely to have a material adverse impact on
the Partnership, the General Partner will attempt to close any Partnership
positions carried by such third party or exposed to such third party's failure
to resolve its Year 2000 issue and to cease trading with or through such third
party until such issue is resolved.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required. The Partnership is a "small business issuer."
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements required by this item are included as Exhibit
13.01 to this report.
The supplementary financial information specified by Item 302 of
Regulation S-K is not applicable.
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on
accounting and financial disclosure.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no directors or executive officers. The Partnership
is controlled and managed by the General Partner. There are no "significant
employees" of the Partnership.
Millburn Ridgefield Corporation, the General Partner, 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 which has been continuously managing assets in the
currency and futures markets using quantitative, systematic techniques since
1971.
The principals and senior officers of Millburn Ridgefield Corporation
as of December 31, 1996 are as follows:
Harvey Beker, age 45. Mr. Beker is President, Co-Chief Executive
Officer and a Director of Millburn Ridgefield 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 Millburn, 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 54. Mr. Crapple is Co-Chief Executive Officer
and a Director of Millburn Ridgefield, and a Director of 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 Millburn Ridgefield in 1976
and joined Millburn Ridgefield Corporation on April 1, 1983 on a full-time
basis. Mr. Crapple is a member of the Board of Directors and a former Chairman
of the Eastern Regional Business Conduct Committee of the NFA, Vice-Chairman of
the Board of Directors, member of the Executive Committee of the Managed Funds
Association, a member of the Financial Products Advisory Committee of the CFTC
and a former member of the Board of Directors and Nominating Committee of the
Futures Industry Association.
Gregg R. Buckbinder, age 40. Mr. Buckbinder is Senior Vice President
and Chief Operating Officer of Millburn Ridgefield and The Millburn Corporation.
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 Millburn 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. 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 51. Mr. Fitzsimmons is a Senior Vice-President
of Millburn Ridgefield 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 Millburn Ridgefield in January 1990 from Morgan
Stanley & Co. Incorporated
-8-
<PAGE>
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 41. Mr. Goodman is an Executive Vice-President,
Director of Trading and Co-Director of Research of Millburn Ridgefield 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 Millburn Ridgefield in
1982 as Assistant Director of Trading.
Dennis B. Newton, age 47. Mr. Newton is a Senior Vice-President of
Millburn Ridgefield. His primary responsibilities are in administration and
marketing. Prior to joining Millburn Ridgefield 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 47. Mr. Smith is an Executive Vice-President and
Co-Director of Research of Millburn Ridgefield 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 Millburn Ridgefield in 1975.
Malcolm H. Wiener, age 63. Mr. Wiener is the founder of Millburn
Ridgefield, The Millburn Corporation and ShareInVest Research L.P., serves as an
adviser to these entities and is a major investor in funds managed by Millburn
Ridgefield and ShareInVest Research L.P. He does not, however, have investment
or operational authority or responsibility for any of these entities or
supervisory authority over their officers or employees. Mr. Wiener graduated
MAGNA CUM LAUDE from Harvard College in 1957, where his field of concentration
was Economics and he was elected to Phi Beta Kappa. From 1957 to 1960 he served
as an officer in the United States Navy. Mr. Wiener graduated from the Harvard
Law School in 1963 and practiced law in New York City specializing in corporate
law and financial transactions until 1973. Mr. Wiener began research on and the
trading of futures contracts pursuant to systematic trading methods and money
management principles in 1971 and the management on a full time basis of private
funds in this area in 1973. He is the author of numerous papers on the history
of trade and is a member of the Council on Foreign Relations. He serves on the
boards or visiting committees of various non-profit institutions including the
Kennedy School of Government and the Wiener Center for Social Policy at Harvard
University, the Harvard Art Museums, the Metropolitan Museum in New York, the
Museum of Fine Arts in Boston, the American School of Classical Studies in
Athens and the Council on Economic Priorities in New York.
Item 11. EXECUTIVE COMPENSATION
The Partnership has no directors or officers. None of the directors or
officers of the General Partner receive "other compensation" from the
Partnership. The General Partner makes all trading decisions on behalf of the
Partnership. The General Partner receives monthly brokerage commissions of
0.6875 of 1% of the Net Assets (which is reduced to 0.52 of 1% of Net Assets for
Limited Partners who invest more than $1 million in the Partnership) and a
quarterly profit share of 17.5% of any new trading profit.
-9-
<PAGE>
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Partnership knows of no person who owns beneficially more than 5%
of the Units. All of the Partnership's general partnership interest is held by
the General Partner.
(b) SECURITY OWNERSHIP OF MANAGEMENT
Under the terms of the Limited Partnership Agreement, the Partnership's
affairs are managed by the General Partner, which has discretionary authority
over the Partnership's trading. The General Partner's general partnership
interest was valued at $1,075,924 as of December 31, 1998, approximately 7.2% of
the Partnership's total equity, the equivalent of 727.31 Units.
(c) CHANGES IN CONTROL
None.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Item 11. EXECUTIVE COMPENSATION" and "Item 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT." The Partnership allocated to the
General Partner $1,299,470, $1,566,165 and $1,699,690 in brokerage fees and $0,
$336,456 and $77,846 in profit share for fiscal years 1998, 1997 and 1996,
respectively. The General Partner's general partnership interest showed an
allocation of gain (loss) of $96,063, $183,028 and $128,677 in fiscal years
1998, 1997 and 1996, respectively.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
The following financial statements are included with the 1998 Report of
Independent Accountants, a copy of which is filed herewith as Exhibit
13.01.
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Affirmation of Millburn Ridgefield Corporation F-1
Report of Independent Accountants F-2
Statements of Financial Condition as of
December 31, 1998 and 1997 F-3
Statements of Operations for the years ended
December 31, 1998, 1997 and 1996 F-4
Statements of Changes in Partners' Capital for the years
ended December 31, 1998, 1997, and 1996 F-5
Notes to Financial Statements F-6
</TABLE>
(a)(2) FINANCIAL STATEMENT SCHEDULES
All Schedules are omitted for the reason that they are not required,
are not applicable, because equivalent information has been included in the
financial statements or the notes thereto.
-10
<PAGE>
(a)(3) EXHIBITS AS REQUIRED BY ITEM 601 OF REGULATION S-K
<TABLE>
<CAPTION>
DESIGNATION DESCRIPTION
<S> <C>
1.01 Form of Selling Agreement among the Partnership, the General Partner and the
Selling Agent.
3.01 Limited Partnership Agreement of the Partnership (included as Exhibit A to the
Prospectus).
3.02 Certificate of Limited Partnership of the Partnership.
3.03 Amended and Restated Limited Partnership Agreement (included as Exhibit A to the
Prospectus).
10.01 Form of Subscription Agreement and Power of Attorney.
10.02 Form of Customer Agreement and Forward Dealer Agreement among the Partnership,
the General Partner and the Selling Agent.
10.03 Form of Customer Agreement and Forward Dealer Agreement among the Partnership,
the General Partner and Morgan Stanley & Co. Incorporated
10.04 Form of Customer Agreement and Forward Dealer Agreement among the Partnership,
the General Partner and AIG Trading Corp.
10.05 Escrow Agreement between the Partnership and Chemical Bank, N.A.
THE ABOVE EXHIBITS ARE INCORPORATED HEREIN BY REFERENCE FROM AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT
(FILE NO. 33B50388) FILED ON OCTOBER 30, 1992 ON FORM S-1 UNDER THE SECURITIES ACT OF 1933.
13.01 1998 Report of Independent Accountants (filed herewith).
27.01 Financial Data Schedule (filed herewith).
</TABLE>
(b) REPORTS ON FORM 8-K
No report on Form 8-K was filed by the Partnership during the quarter
ended December 31, 1998.
-11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Greenwich and State of Connecticut on the 26th day of March, 1999.
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
By: Millburn Ridgefield Corporation,
General Partner
By /S/ HARVEY BEKER
------------------------------------------
Harvey Beker
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
General Partner of the Registrant in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Title with
Signature General Partner Date
- --------- --------------- ----
<S> <C> <C>
/S/ HARVEY BEKER President, Co-Chief March 26, 1999
- ----------------- Executive Officer and Director
Harvey Beker (Principal Financial and Accounting
Officer)
/S/ GEORGE E. CRAPPLE Co-Chief March 26, 1999
- ---------------------- Executive Officer and Director
George E. Crapple (Principal Executive Officer)
</TABLE>
(Being the principal executive officer, the principal financial and
accounting officer, and a majority of the directors of Millburn Ridgefield
Corporation)
<TABLE>
<CAPTION>
<S> <C> <C>
Millburn Ridgefield Corporation General Partner of Registrant March 26, 1999
</TABLE>
By /S/ HARVEY BEKER
------------------------------
Harvey Beker
President
-12
<PAGE>
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
AFFIRMATION OF MILLBURN RIDGEFIELD CORPORATION
In compliance with the Commodity Futures Trading Commissions regulations, I
hereby affirm that to the best of my knowledge and belief, the information
contained in the statements of financial condition of The Millburn Global
Opportunity Fund, L.P., as of December 31, 1998 and 1997 and the related
statements of operations and changes in partners' capital for the years ended
December 31, 1998, 1997 and 1996 are complete and accurate.
GEORGE E. CRAPPLE, VICE CHAIRMAN
MILLBURN RIDGEFIELD CORPORATION
GENERAL PARTNER OF THE MILLBURN GLOBAL OPPORTUNITY FUND, L.P.
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
January 20, 1999
To the Partners of
The Millburn Global Opportunity Fund L.P.:
In our opinion, the accompanying statements of financial condition as of
December 31, 1998 and 1997, and the related statements of operations and changes
in partners' capital for the years ended December 31, 1998, 1997 and 1996
present fairly, in all material respects, the financial position of The Millburn
Global Opportunity Fund L.P. (a limited partnership), as of December 31, 1998
and 1997, and the results of its operations for each of the three years then
ended, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the management of the General
Partner; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
New York, NY
F-2
<PAGE>
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
ASSETS: 1998 1997
------------ -------------
<S> <C> <C>
Equity in trading accounts:
Cash $ 481,341 $ 362,797
Investments in U.S. Treasury bills - at value (amortized cost
$3,303,659 and $3,821,293 at December 31, 1998 and 1997,
respectively) (Note 2) 3,303,659 3,821,293
Options owned, at market value (cost $116,789 at December 31, 1997) - 160,575
Net unrealized appreciation on open contracts 305,810 484,001
Net unrealized depreciation on open contracts (65,174) -
------------ -------------
4,025,636 4,828,666
Investments in U.S. Treasury bills - at value (amortized cost $10,832,468
and $14,056,215 at December 31, 1998 and 1997, respectively) 10,832,468 14,056,215
Money market fund 587,303 123,446
------------ -------------
Total assets $ 15,445,407 $ 19,008,327
------------ -------------
------------ -------------
LIABILITIES AND PARTNERS' CAPITAL:
Due to managing owner $ - $ 1,566
Accounts payable and accrued expenses 63,005 64,964
Redemptions payable to limited partners (Note 7) 383,508 270,284
Accrued brokerage commissions 92,361 105,620
------------ -------------
Total liabilities 538,874 442,434
------------ -------------
Partners' capital (Notes 3, 7 and 8):
General Partner 1,075,924 979,861
Limited Partners, 9,349.387 and 12,016.382 Limited Partnership
Units outstanding in 1998 and 1997, respectively 13,830,609 17,586,032
------------ -------------
Total partners' capital 14,906,533 18,565,893
------------ -------------
Total liabilities and partners' capital $ 15,445,407 $ 19,008,327
------------ -------------
------------ -------------
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Income (Note 1):
Net gains (losses) on trading of futures, forwards
and option contracts:
Realized gains (losses):
Futures and forwards $ 821,472 $ 3,868,718 $ 1,648,557
Options 156,275 (49,945) 441,055
----------- ----------- -----------
977,747 3,818,773 2,089,612
Change in unrealized (depreciation) appreciation:
Futures and forwards (243,365) (460,194) 617,041
Options (43,786) (95,965) 65,052
----------- ----------- -----------
(287,151) (556,159) 682,093
----------- ----------- -----------
690,596 3,262,614 2,771,705
Less, Brokerage fees (Note 3) 1,299,470 1,566,165 1,699,690
----------- ----------- -----------
Net realized and unrealized gains
(losses) on trading of futures, forward
and option contracts (608,874) 1,696,449 1,072,015
Interest income 886,163 1,066,041 1,041,439
Foreign exchange loss on cash collateral (44,208) (12,137) (69,231)
----------- ----------- -----------
Total income 233,081 2,750,353 2,044,223
----------- ----------- -----------
Expenses (Note 1):
Profit share (Note 3) - 336,456 77,846
Administrative expenses 86,250 98,335 110,646
----------- ----------- -----------
86,250 434,791 188,492
----------- ----------- -----------
Net income $ 146,831 $ 2,315,562 $ 1,855,731
----------- ----------- -----------
----------- ----------- -----------
Net income per Limited
Partnership Unit (Note 8) $ 15.81 $ 151.09 $ 113.01
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
LIMITED GENERAL
PARTNERS PARTNER TOTAL
------------ ----------- ------------
<S> <C> <C> <C>
Partners' capital at December 31, 1995 $ 22,575,405 $ 668,156 $ 23,243,561
Net income 1,727,054 128,677 1,855,731
Redemptions (4,231.701 Limited Partnership Units) (5,153,607) - (5,153,607)
------------ ----------- ------------
Partners' capital at December 31, 1996 19,148,852 796,833 19,945,685
Net income 2,132,534 183,028 2,315,562
Redemptions (2,574.243 Limited Partnership Units) (3,695,354) - (3,695,354)
------------ ----------- ------------
Partners' capital at December 31, 1997 17,586,032 979,861 18,565,893
Net income 50,768 96,063 146,831
Redemptions (2,666.995 Limited Partnership Units) (3,806,191) - (3,806,191)
------------ ----------- ------------
Partners' capital at December 31, 1998 $ 13,830,609 $ 1,075,924 $ 14,906,533
------------ ----------- ------------
------------ ----------- ------------
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
NOTES TO FINANCIAL STATEMENTS
1. PARTNERSHIP ORGANIZATION:
The Millburn Global Opportunity Fund L.P. (the "Partnership") was
organized under the Delaware Revised Uniform Limited Partnership Act on
July 9, 1992. The Partnership is engaged in speculative trading in
currency forward and financial futures contracts and related options. The
instruments that are traded by the Partnership are volatile and involve a
high degree of risk.
The General Partner has agreed to make additional capital contributions
as General Partner so that its capital contributions to the Partnership
will equal at least 1% of the total contributions to the Partnership.
There are 50,000 Limited Partnership Units ("Units") authorized.
The General Partner and each limited partner share in the profits and
losses of the Partnership, except for brokerage fees and profit-sharing
allocation, on the basis of their proportionate interests of Partnership
capital determined before brokerage fees and profit share (see Note 3),
except that no limited partner shall be liable for obligations of the
Partnership in excess of his initial capital contribution and profits, if
any, net of distributions.
The Partnership is engaged in speculative trading in the futures,
options and forwards markets.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
a. INVESTMENTS
Open options, futures and forward contracts are valued at market
value. Realized gain (loss) and changes in unrealized values on
futures, forward and option contracts are recognized in the periods
in which the contracts are closed or the changes occur, and are
included in net gains (losses) on trading of futures, forward and
option contracts.
Investments in U.S. Treasury Bills are valued at cost plus
amortized discount which approximates fair value. Amortization of
discount is reflected as interest income.
b. FOREIGN CURRENCY TRANSLATION
Assets and liabilities denominated in foreign currencies are
translated at quoted prices of such currencies at year end.
Purchases and sales of investments are translated at the exchange
rate prevailing when such transactions occurred.
c. INCOME TAXES
Income taxes have not been provided, as each partner is
individually liable for the taxes, if any, on his share of the
Partnership's income and expenses.
F-6
<PAGE>
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
d. ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
e. RIGHT OF OFFSET
The customer agreements between the Partnership and brokers give
the Partnership the legal right to net unrealized gains and losses.
Unrealized gains and losses related to transactions with these
brokers are reflected on a net basis in the equity in trading
accounts in the statements of financial condition.
3. LIMITED PARTNERSHIP AGREEMENT:
The Limited Partnership Agreement provides that the General Partner
shall control, conduct and manage the business of the Partnership, and may
make all trading decisions for the Partnership. The General Partner also
pays from its own funds, selling commissions on all sales of Units.
The Partnership will pay the General Partner brokerage fees equal to
0.6875 of 1% (an 8.25% annual rate) of month-end Net Assets, as defined in
the Limited Partnership Agreement, except those equal to the General
Partner's partnership interest.
The Partnership will deduct from each limited partner's capital account
and add to the General Partner's capital account 17.5% of any New Trading
Profit, as defined in the Limited Partnership Agreement, as of the end of
each calendar quarter, based on the performance of the Partnership.
The Partnership pays all routine legal, accounting, administrative,
printing and similar costs associated with its operation, excluding any
indirect expenses of the General Partner.
The Partnership will terminate on December 31, 2022 or if its Net
Assets decline to less than $250,000 or upon the occurrence of certain
other events as defined in the Limited Partnership Agreement.
F-7
<PAGE>
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. TRADING ACTIVITIES:
All of the derivatives, owned by the Partnership, including options,
futures and forwards, are held for trading purposes. The results of the
Partnership's trading activity are shown in the statements of operations.
The fair value of the derivative financial instruments, at December 31,
1998 and 1997 was $240,636 and $644,576, respectively, and the average
fair value during the years then ended calculated on a monthly basis,
approximated $546,403 and $861,367, respectively.
At December 31, 1998 and 1997, cash and treasury bills, aggregating
$3,785,000 and $4,184,090, respectively, included in the Partnership's
equity in trading accounts were held in segregated accounts as required by
U.S. Commodity Futures Trading Commission regulations.
5. DERIVATIVE INSTRUMENTS:
The Partnership is party to financial instruments in the normal course
of its business. These instruments include forwards, futures and
options, whose value is based upon an underlying asset, index, or
reference rate, and generally represent future commitments to exchange
currencies or cash flows, or to purchase or sell other financial
instruments at specific terms at specified future dates. These
instruments may be traded on an exchange or over-the-counter. Exchange
traded instruments are standardized and include futures and certain
options. Each of these instruments is subject to various risks similar
to those related to the underlying instruments including market and
credit risk.
Market risk is the potential change in the value of the financial
instruments traded by the Partnership due to market changes, including
interest and foreign exchange rate movements and fluctuations in
commodity or security prices. Market risk is directly impacted by the
volatility and liquidity in the markets in which the related underlying
assets are traded.
Credit risk is the possibility that a loss my 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 or options
transactions, since typically the collective credit of the members of
the exchange is pledged to support the financial integrity of the
exchange. In the case of over-the-counter transactions, the Partnership
must rely solely on the credit of the individual counterparties. The
Partnership's risk of loss in the event of counterparty default is
typically limited to the amounts recognized in the statement of financial
condition, not to the contract or notional amounts of the instruments.
F-8
<PAGE>
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. OPEN DERIVATIVE INSTRUMENTS (CONTRACTS) AT DECEMBER 31, 1998 AND 1997:
<TABLE>
<CAPTION>
DECEMBER 31, 1998 DECEMBER 31, 1997
------------------------------------------ ----------------------------------------
NOTIONAL OR CONTRACTUAL NOTIONAL OR CONTRACTUAL
AMOUNT OF COMMITMENTS AMOUNT OF COMMITMENTS
------------------------------------------ ----------------------------------------
TO PURCHASE TO SELL TO PURCHASE TO SELL
------------------- ------------------- -------------------- -----------------
<S> <C> <C> <C> <C>
Financial Instruments $ 15,579,000 $ 89,298,000 $ 87,759,000 $ 24,410,000
Stock indices 915,000 2,098,000 386,000 4,410,000
Currencies* 11,745,000 7,994,000 9,016,000 22,768,000
Metals - 3,220,000 - 4,563,000
------------------- -------------------- ------------------- ------------------
$ 28,239,000 $ 102,610,000 $ 97,161,000 $ 56,151,000
------------------- -------------------- ------------------- ------------------
------------------- -------------------- ------------------- ------------------
</TABLE>
* Currencies include offsetting commitments to purchase and sell the same
currency on the same date in the future. These commitments are
economically offsetting but are not, as a technical matter, offset in
the forward market until the settlement date.
The notional or contractual amounts of these derivative instruments, while
not recorded in the financial statements, reflect the extent of the
Partnership's involvement in these instruments.
<TABLE>
<CAPTION>
NOTIONAL OR CONTRACTUAL
AMOUNT OF COMMITMENTS UNREALIZED APPRECIATION
------------------------------------------ ----------------------------------------
TO PURCHASE TO SELL GROSS NET
------------------- ------------------- -------------------- -----------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1998:
Exchange traded $ 16,494,000 $ 94,616,000 $ 915,935 $ 236,885
Non-exchange traded 11,745,000 7,994,000 205,543 3,751
------------------- ------------------- -------------------- ----------------
$ 28,239,000 $ 102,610,000 $ 1,121,478 $ 240,636
------------------- ------------------- -------------------- ----------------
------------------- ------------------- -------------------- ----------------
DECEMBER 31, 1997:
Exchange traded $ 88,183,000 $ 33,383,000 $ 412,370 $ 321,870
Non-exchange traded 8,978,000 22,768,000 267,924 205,917
------------------- ------------------- -------------------- ----------------
$ 97,161,000 $ 56,151,000 $ 680,294 $ 527,787
------------------- ------------------- -------------------- ----------------
------------------- ------------------- -------------------- ----------------
</TABLE>
F-9
<PAGE>
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
NOTES TO FINANCIAL STATEMENTS, CONTINUED
7. REDEMPTIONS:
Units may be redeemed, at the option of any Limited Partner, as of the
close of business on the last day of any month on ten days' prior
notice to the General Partner, provided that no Units may be redeemed
prior to the end of the third full calendar month after the sale of
such Units. Redemptions are subject to early redemption charges of 4%
and 3%, respectively, during the first two successive six-month periods
following the sale of such Units and 1% during the subsequent twelve
months. Redemption charges are paid to the General Partner.
Effective January 1, 1999, approximately $380,000 in redemptions were
made by unitholders.
8. NET ASSET VALUE PER UNIT:
Changes in net asset value per Unit during the years ended December 31,
1998, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------------- --------------- ------------
<S> <C> <C> <C>
Net realized and unrealized (losses)/gains
on currency contracts $ (65.56) $ 110.69 $ 65.28
Interest income 95.42 69.56 63.42
Foreign exchange loss (4.76) (0.79) (4.22)
Profit share expense - (21.95) (4.73)
Administrative expenses (9.29) (6.42) (6.74)
-------------- -------------- -------------
Net income per unit 15.81 151.09 113.01
Net asset value per unit, beginning of year 1,463.50 1,312.41 1,199.40
-------------- -------------- -------------
Net asset value per unit, end of year $ 1,479.31 $ 1,463.50 $ 1,312.41
-------------- -------------- -------------
-------------- -------------- -------------
</TABLE>
F-10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MILLBURN
GLOBAL OPPORTUNITY FUND L.P. STATEMENTS OF FINANCIAL CONDITION AS OF DECEMBER
31, 1998 AND 1997 AND STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,
1998, 1997 AND 1996.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 481,341
<SECURITIES> 14,723,430
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,445,407
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,445,407
<CURRENT-LIABILITIES> 538,874
<BONDS> 0
0
0
<COMMON> 0
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<CGS> 0
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<INCOME-PRETAX> 146,831
<INCOME-TAX> 0
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<NET-INCOME> 146,831
<EPS-PRIMARY> 15.81
<EPS-DILUTED> 15.81
</TABLE>
