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FILED PURSUANT TO RULE 424(B)(3)
REG. NO. 33-90756
THE MILLBURN WORLD RESOURCE TRUST
SUPPLEMENT DATED OCTOBER 29, 1997 TO
THE PROSPECTUS AND DISCLOSURE DOCUMENT
DATED FEBRUARY 19, 1997
In accordance with the rules of the Commodity Futures Trading
Commission (the "CFTC"), this Supplement updates certain information
contained in The Millburn World Resource Trust (the "Trust") Prospectus and
Disclosure Document dated February 19, 1997 (the "Prospectus"). All
capitalized terms used herein have the same meaning set forth in the
Prospectus unless specified otherwise. Prospective investors in the Trust
should review carefully the contents of both this Supplement and the
Prospectus.
Exhibit I hereto contains an updated version of the performance
record of the Trust set forth on page 21 of the Prospectus and must be read
in conjunction with the notes thereto on page 21 of the Prospectus. Exhibit
II hereto contains updated information regarding the civil, administrative or
criminal proceedings related to the Trust's Principal Selling Agents and
Clearing Brokers set forth on pages 44 through 50 of the Prospectus. Exhibit
III hereto contains updated versions of the performance records of the
Millburn Ridgefield client funds and trading programs set forth on pages 86
through 93 of the Prospectus. The performance records of these funds and
trading programs must be read in conjunction with the explanations and notes
on pages 85, 90 and 94 of the Prospectus. Exhibit IV hereto contains an
updated version of the annual rates of return since inception of the Millburn
Ridgefield client funds set forth on pages 95 and 96 of the Prospectus.
* * * * * * * * * *
All information in the Prospectus is hereby restated.
__________________________
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.
__________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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EXHIBIT I
PERFORMANCE OF THE TRUST
THE MILLBURN WORLD RESOURCE TRUST
(SEPTEMBER 13, 1995 - AUGUST 31, 1997)
TYPE OF POOL: Single-Advisor/Publicly-Offered/No Principal Protection
INCEPTION OF TRADING: September 13, 1995
AGGREGATE SUBSCRIPTIONS: $80 million
CURRENT CAPITALIZATION: $67 million
WORST MONTHLY DRAWDOWN (MONTH/YEAR): (12.30)% (2/96)
WORST PEAK-TO-VALLEY DRAWDOWN (MONTH/YEAR): (15.03)% (1/96-5/96)
MONTHLY RATE OF MONTH-END NET
RETURN ASSET VALUE PER UNIT
MONTH 1995 1995
September (1/2 month) (6.62)% $ 933.80
October (1.92)% 915.83
November 0.92% 924.25
December 16.02% 1,072.34
1995 COMPOUND
RATE OF RETURN: (3 1/2 MOS.) 7.23%
MONTH 1996 1996
January (0.36)% $1,068.44
February (12.30)% 937.05
March 2.94% 964.56
April 2.55% 989.12
May (7.88)% 911.19
June 6.64% 971.65
July (0.36)% 968.18
August 1.49% 982.59
September 4.01% 1,022.02
October 8.09% 1,104.75
November 4.10% 1,149.99
December 0.42% 1,154.81
1996 COMPOUND RATE OF RETURN: 7.69%
MONTH 1997 1997
JANUARY 4.24% $1,203.79
FEBRUARY 7.17% 1,290.13
MARCH (4.29)% 1,234.76
APRIL (4.63)% 1,177.54
MAY 3.02% 1,213.10
JUNE (1.73)% 1,192.13
JULY 2.95% 1,227.32
AUGUST (10.22)% 1,101.91
1997 COMPOUND RATE OF RETURN:
(8 MONTHS) (4.58)%
AUGUST 31, 1997 NET ASSET VALUE PER UNIT: $1,101.91
_____________
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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EXHIBIT II
PRUDENTIAL SECURITIES
The following paragraph updates the Prudential Securities
disclosure statement regarding civil, administrative or criminal proceedings
related to Prudential Securities set forth on pages 44 through 47 of the
Prospectus.
On May 20, 1997, the CFTC filed a complaint against Prudential
Securities, Kevin Marshburn (a former Prudential Securities Financial
Advisor) and two of Marshburn's sales assistants. The complaint alleges, in
essence, that during the period from May 1993 through March 1994: (i)
Marshburn fraudulently allocated trades among his personal account and
certain customer accounts; (ii) Prudential Securities did not properly
supervise Marshburn by failing to have policies and procedures in place to
detect and deter the alleged allocation scheme; and (iii) Prudential
Securities failed to maintain and produce records with respect to
transactions during the period in issue. The complaint seeks several forms
of relief against Prudential Securities, including a cease and desist order,
suspension or revocation of registration, restitution, and civil penalties of
up to $100,000 for each alleged violation. Prudential Securities has denied
the operative allegations against it and is vigorously defending the action.
PAINEWEBBER
The following paragraphs restate and update the PaineWebber
disclosure statement regarding civil, administrative or criminal proceedings
related to PaineWebber set forth on pages 47 through 50 of the Prospectus.
PaineWebber's principal office is located at 1200 Harbor Boulevard,
Weehawken, New Jersey 07087; telephone: (201) 902-3000. Paine Webber is a
clearing member of all principal U.S. futures exchanges. It is registered
with the CFTC as a futures commission merchant and is a member of the NFA in
such capacity.
Except as set forth below, neither PaineWebber nor any of its
principals have been involved in any administrative, civil or criminal
proceeding -- whether pending, on appeal or concluded -- within the past five
years that is material to a decision whether to invest in the Trust in light
of all the circumstances.
PaineWebber is involved in a number of proceedings concerning
matters arising in connection with the conduct of its business. Certain
actions, in which compensatory damages of $168 million or more appear to be
sought, are described below. PaineWebber is also involved in numerous
proceedings in which compensatory damages of less than $168 million appear to
be sought, or in which punitive or exemplary damages, together with the
apparent compensatory damages alleged, appear to exceed $168 million.
PaineWebber has denied, or believes it has legitimate defenses and will deny,
liability in all significant cases pending against it, including those
described below, and intends to defend actively each such case.
In March 1992, PaineWebber as well as other individuals and
entities including, INTER ALIA, certain former officers and directors of
Northview Corporation ("Northview"), Calmark Holding Corporation and Calmark
Financial Corporation and their respective officers and directors, were named
as defendants in a purported class action filed by Northview in the Superior
Court of the State of California for the County of Los Angeles.
The complaint sought to set aside as fraudulent and illegal certain
transfers of funds and distributions of cash, and to recover damages
allegedly caused by the defendants for breach of contract, impairment of
capital, unjust enrichment, breach of fiduciary duty, gross negligence and
looting of corporate assets.
As to PaineWebber, plaintiff alleged that in November 1987,
Northview retained PaineWebber to render an opinion respecting the fair
market value of the common stock of Calmark Financial Corporation which
Northview was to receive in exchange for issuing its own stock to Calmark
Holding Corporation, the parent corporation of Calmark Financial Corporation.
The complaint asserted that PaineWebber issued a valuation opinion which
allegedly overstated the value of Calmark Financial Corporation's assets,
which enabled the transaction at issue in the form of a self-tender and
merger to go forward. Plaintiff contends that as a result of PaineWebber's
allegedly overstating the value of the assets of Calmark Financial
Corporation, Northview's assets were improperly transferred to Calmark, whose
principals depleted the assets subsequent to the merger. On March 16, 1990,
Northview filed for protection under Chapter XI of the United States
Bankruptcy Code.
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The complaint sought damages in an amount to be proven at trial,
the imposition of a constructive trust of at least $100 million, punitive
damages, interest, costs and attorneys' fees from all the defendants.
The complaint was amended three times before January 12, 1994. On
February 8, 1994, plaintiff filed a motion for leave to file a Fourth Amended
Complaint, which motion was granted on March 15, 1994. The Fourth Amended
Complaint added a new cause of action for negligent misrepresentation against
PaineWebber and claims for professional negligence and breach of fiduciary
duty against the law firm of Troy & Gould and certain of its principals who
acted as outside counsel to both Northview and Calmark in connection with
their merger.
At the time of the filing of the Fourth Amended Complaint, the
caption of said complaint was amended to reflect that Northview Corporation
is now known as Vagabond Inns Inc. and a new party plaintiff, Thomas Sydorick
as Trustee for the Northview/Vagabond Creditor Trust, was added. On July 13,
1994, the trial court overruled the demurrer filed by PaineWebber to
plaintiff's Fourth Amended Complaint. On August 29, 1994, PaineWebber served
its answer to plaintiffs' latest pleading. The parties are currently engaged
in discovery.
On or about June 10, 1991, PaineWebber was served with a "First
Amended Complaint" in an action captioned ROLO V. CITY INVESTING LIQUIDATING
TRUST, ET AL., Civ. Action 90--4420 (D.N.J.), filed on or about May 13, 1991
naming it and other entities and individuals as defendants. The First
Amended Complaint alleges conspiracy and aiding and abetting violations of:
(1) one or more provisions of the Racketeer Influenced and Corrupt
Organizations Act ("RICO"); (2) one or more provisions of the Interstate Land
Sales Full Disclosure Act; and (3) the common law, on behalf of all persons
(excluding defendants) who purchased lots and/or houses from General
Development Corporation ("GDC") or one of its affiliates and who are members
of an association known as the North Port Out-of-State Lot Owners Association.
The secondary liability claims in the First Amended Complaint
relating to PaineWebber are premised on allegations that PaineWebber served
as (1) the co-lead underwriter in connection with the April 8, 1988 offering
by GDC of 12-7/8% senior subordinated notes pursuant to a Registration
Statement and Prospectus and (2) the underwriter for a 1989 offering of
Adjustable Rate General Development Residential Mortgage Pass-Through
Certificates, Series 1989-A, which plaintiffs contend enabled GDC to acquire
additional financial resources for the perpetuation of (and/or aided and
abetted) an alleged scheme to defraud purchasers of GDC lots and/or houses.
The First Amended Complaint requests certain declaratory relief, equitable
relief, compensatory damages of not less than $500 million, punitive damages
of not less than three times compensatory damages, treble damages with
respect to the RICO count, pre-judgment and post-judgment interest on all
sums awarded, and attorneys' fees, costs, disbursement and expert witness
fees.
On December 27, 1993, the District Court entered an order
dismissing plaintiffs' First Amended Complaint against PaineWebber and the
majority of the other defendants for failure to state a claim upon which
relief can be granted.
On November 8, 1994, the United States Court of Appeals for the
Third Circuit affirmed the District Court's order dismissing this action
against PaineWebber. On November 18, 1994, plaintiffs filed a Petition for
Rehearing and Suggestion for Rehearing EN BANC with the Third Circuit.
On April 4, 1995, the United States Court of Appeals for the Third
Circuit entered an order vacating its order of November 8, 1994, and granted
plaintiffs' application for rehearing and remanded the case to the District
Court for reconsideration. Following the remand by the Third Circuit Court
of Appeals, on August 24, 1995, the District Court entered an order
dismissing the action as to all defendants. On February 20, 1996, plaintiffs
filed a notice of appeal from the District Court's order dismissing the
action. On September 16, 1996, the Third Circuit Court of Appeals heard
arguments on plaintiffs' appeal. The court has not to yet ruled on the appeal.
In July 1994, Paine Webber, together with numerous unrelated firms,
were named as defendants in a series of purported class action complaints
that have since been consolidated for pre-trial purposes in the United States
District Court for the Southern District of New York under the caption IN RE
NASDAQ MARKET-MAKER ANTITRUST AND SECURITIES LITIGATION. MDL Docket
No. 1023. The refiled consolidated complaint in these actions alleges that the
defendant firms engaged in activities as market makers on the NASDAQ
over-the-counter market that violated the federal antitrust laws. The
plaintiffs seek declaratory and injunctive relief, damages in an amount to be
determined and subject to trebling and additional relief. On December 18,
1995, Paine Webber filed its answer to plaintiffs' refiled consolidated
complaint. The parties are presently engaged in pre-trial discovery. On
November 26, 1996, the Court conditionally certified a class of retail
investors who bought or sold certain NASDAQ securities through defendants
(and in limited cases through non-defendants)
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during certain periods of time. The United States District Court for the
Southern District of New York granted plaintiffs' motion for certification of
a class that includes institutional investors, as well as the retail
investors previously certified.
PaineWebber and two other broker-dealers were named as defendants
in litigation brought in November 1994 and subsequently styled IN RE MERRILL
LYNCH ET. AL. Securities Litigation Civ. No. 94-5343 (DRD). The amended
complaint, filed in March 1993, alleged that defendants violated federal
securities laws in connection with the execution of orders to buy and sell
NASDAQ securities. On December 13, 1995, the District Court granted
defendants' motion for summary judgment. On January 19, 1996, the plaintiffs
filed a notice of appeal to the United States Court of Appeals for the Third
Circuit. The appeal was heard on October 24, 1996, and the Court has not yet
ruled on this appeal.
On July 16, 1996, PaineWebber Incorporated entered into a
Stipulation and Order resolving a civil complaint filed by the United States
Department of Justice, alleging that it and other NASDAQ market makers
violated Section 1 of the Sherman Act in connection with certain market
making practices. In entering into the Stipulation and Order, without
admitting the allegations, the parties agreed that the defendants would not
engage in certain types of market making activities and the defendants
undertook specified steps to assure compliance with their agreement. The
Stipulation and Order among various firms, including PaineWebber
Incorporated, and the United States Department of Justice resolving a civil
compliant filed by the Department of Justice has been approved by the United
States District Court of the Southern District of New York.
A series of purported class actions concerning PaineWebber
Incorporated's sale and sponsorship of various limited partnership
investments have been filed against PaineWebber and Paine Webber Group Inc.
(together hereinafter, "PaineWebber") among others, by partnership investors
since November 1994. Several such actions (the "Federal Court Limited
Partnership Actions") were filed in the United States District Court for the
Southern District of New York, one was filed in the United States District
Court for the Southern District of Florida and one complaint (the "New York
Limited Partnership Action") was filed in the Supreme Court of the State of
New York. The time to answer or otherwise move with respect to these
complaints has not yet expired.
The complaints in all of these cases make substantially similar
allegations that, in connection with the sale of interests in approximately
50 limited partnerships between 1980 and 1992, PaineWebber (1) failed to
provide adequate disclosure of the risks involved with each partnership; (2)
made false and misleading representations about the safety of the investments
and the anticipated performance of the partnerships; and (3) marketed the
partnerships to investors for whom such investments were not suitable. The
plaintiffs, who are suing on behalf of all persons who invested in limited
partnerships sold by PaineWebber between 1980 and 1992, also allege that,
following the sale of the partnership units, PaineWebber misrepresented
financial information about the partnerships' value and performance.
The Federal Court Limited Partnership Actions also allege that
PaineWebber violated the Racketeer Influenced and Corrupt Organization Act
("RICO"), and certain of them also claim that PaineWebber violated the
federal securities laws. The plaintiffs seek unspecified damages, including
reimbursement for all sums invested by them in the partnerships, as well as
disgorgement of all fees and other income derived by PaineWebber from the
limited partnerships. In the Federal Court Limited Partnership Actions, the
plaintiffs also seek treble damages under RICO.
In addition, PaineWebber and several of its present or former
officers were sued in two other purported class actions (the "Geodyne Limited
Partnership Actions") filed in the state court in Harris County, Texas. Those
cases, and WOLFF V. GEODYNE RESOURCES, INC. ET. AL., are similar to the other
Limited Partnership Actions except that the plaintiffs purport to sue only on
behalf of those investors who bought interests in the Geodyne Energy
Partnerships, which were a series of oil and gas partnerships that
PaineWebber sold over several years. The plaintiffs in Geodyne Limited
Partnership Actions allege that PaineWebber committed fraud and
misrepresentation, breached its fiduciary obligations to its investors and
brokerage customers, and breached certain contractual obligations. The
complaints seek unspecified damages, including reimbursement of all sums
invested by them in the partnerships, as well as disgorgement of all fees and
other income derived by PaineWebber from the Geodyne partnerships.
PaineWebber has filed an answer denying the allegations in plaintiffs'
complaints.
On January 18, 1996, PaineWebber signed and filed with the federal
court a memorandum of understanding with the plaintiffs in both the Federal
Court Limited Partnership Actions and the Geodyne Limited Partnership Actions
outlining the terms under which the parties have agreed to settle these
actions. Pursuant to that memorandum of understanding, PaineWebber
irrevocably deposited $125 million into an escrow fund under the supervision
of the United States District Court for the Southern District of New York to
be used to resolve the Federal Court and Geodyne Limited
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Partnership Actions in accordance with the definitive settlement agreement
and plan of allocation which the parties subsequently submitted to the court
for its consideration and approval. The court held hearings on the fairness
of the settlement in October and November 1996. On March 20, 1997, the court
issued an order approving the settlement. A notice of appeal to the Federal
Court of Appeals has been filed from the judgment approving the settlement by
the same investors who objected in the District Court.
In addition, three actions were filed against PaineWebber in the
District Court for Brazoria County, Texas, two captioned MALLIA V.
PAINEWEBBER, INC. ("MALLIA I" and "MALLIA II") and one captioned BILLY
HAMILTON V. PAINEWEBBER ("HAMILTON"), relating to PaineWebber's sale and
sponsorship of various limited partnership investments. MALLIA I was
originally filed as a class action, but was later amended to assert claims
only on behalf of the named plaintiffs. The complaints in MALLIA I, MALLIA
II, and HAMILTON, collectively, make allegations on behalf of approximately
65 named plaintiffs that are substantially similar to those in the Federal
Court Limited Partnership Actions except that the plaintiffs purport to bring
only state law claims, principally for common law fraud, negligent
misrepresentation, breach of fiduciary duty, violations of the Texas
Securities Act, and violations of the Texas Deceptive Trade Practices Act, on
behalf of those investors who bought interests in Pegasus aircraft leasing
partnerships and in unspecified other limited partnerships and investments.
The plaintiffs seek unspecified damages. All three actions have been removed
to federal court and the two MALLIA actions have been transferred to the
United States District Court for the Southern District of New York. The
HAMILTON action has been dismissed with the consent of the parties on the
grounds it is duplicative of the two MALLIA actions now before the federal
court in New York.
In April 1995, two investors in the Pegasus limited partnership
filed a purported class action in the Circuit Court of the State of Illinois
for Cook County entitled JACOBSON V. PAINEWEBBER, INC., making allegations
substantially similar to those alleged in the Federal Court Limited
Partnership Actions, but limited in subject matter to the sale of the Pegasus
partnerships, and without a RICO claim. The complaint sought unspecified
damages. The plaintiffs in the JACOBSON case simultaneously remained as
participants in the Federal Court Limited Partnership Actions, and
subsequently dismissed the Illinois action but objected to the proposed
settlement of the Federal Court Limited Partnership Actions. As noted above,
on March 20, 1997, the court approved the fairness of the settlement.
On January 18, 1996, the Securities and Exchange Commission
commenced, and PaineWebber Incorporated simultaneously settled, civil and
administrative proceedings relating to the firm's sale of public proprietary
limited partnerships in the 1980s and early 1990s. Without admitting or
denying the SEC's allegations or findings, the firm agreed to the entry of an
administrative cease and desist order, created a capped $40 million fund,
paid a $5 million civil penalty, and committed to pay $7.5 million of
additional investor claims relating to the limited partnerships. As part of
the settlement, PaineWebber Incorporated represented that it had previously
paid approximately $120 million to resolve investor claims over a period of
several years prior to the SEC settlement. Additionally, pursuant to the
order an independent consultant has reviewed the firm's policies and
procedures concerning retail brokerage operations and the dissemination of
sales and marketing materials, and has made certain recommendations which the
firm is implementing. On the same date, PaineWebber Incorporated also
announced an agreement to settle with the various state securities regulators
pursuant to which PaineWebber Incorporated has made payments in excess of
$4.5 million.
IN ADDITION TO THE FOREGOING PRIVATE LITIGATION, THE FOLLOWING
ADMINISTRATIVE AND EXCHANGE PROCEEDINGS MAY BE CONSIDERED MATERIAL.
In June 1991, the NFA East Regional Business Conduct Committee (the
"Committee") issued a complaint against PaineWebber which alleged that it had
violated NFA By-law 1101 by transacting business with non-members of the NFA
who were required to be registered with the CFTC; further, that it had failed
to observe high standards of commercial honor and just and equitable
principles of trade, in violation of NFA Compliance Rule 2-4, in that it
allegedly knew or in the exercise of reasonable diligence should have known
that it was transacting customer business with unregistered persons who were
required to be registered but who were not so registered. Without admitting
or denying the allegations contained in the complaint, PaineWebber submitted
an offer of settlement. The settlement was accepted by the Committee on
September 25, 1991, and, in connection therewith, the Committee imposed a
$25,000 fine.
On November 15, 1991, based on a hearing by the New York Stock
Exchange ("NYSE"), Panel Decision 91-92, PaineWebber stipulated that during
the period 1984 to 1987 it violated various NYSE rules and federal
regulations relating to solicitations by its investment executives of
inauditable transactions and margins violations. During the period 1984 to
1988 it violated NYSE rules relating to annual audits of branch offices
written tables of supervisory responsibility, a system of follow-ups and
review respecting sales practice activities. Finally, during the period from
1987 to 1990, it failed
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to report certain reportable events to the NYSE on a timely basis. The NYSE
imposed an $800,000 fine on PaineWebber and required a payment of a
contribution of $100,000 towards fines imposed upon the present and former
supervisory personnel also being fined.
In January 1992, PaineWebber, without admitting any of the
allegations against it and solely for the purpose of settling the proceeding,
consented to the issuance by the SEC of an order finding that in connection
with participation in primary distributions of certain unsecured debt
securities issued by certain government sponsored entities, it violated
Securities Exchange Act of 1934 ("Exchange Act") Rules 17a-3 and 17a-4 by not
accurately reflecting transactions in and customer orders for such
securities. The SEC's order and findings were substantially similar to
orders and findings by the SEC and other federal regulators with respect to
97 other financial intermediaries involving the same conduct. The SEC
ordered PaineWebber to: (1) cease and desist from further such violations;
(2) pay a civil penalty of $100,000; and (3) develop, implement and maintain
policies and procedures reasonably designed to ensure its future compliance
with the recordkeeping rules in connection with such activities.
In March 1992, in connection with the SEC's private investigation
into the government securities market, the SEC proposed a settlement of that
part of the inquiry that related to the sale of securities by government
sponsored enterprises ("GSEs"). In an administrative proceeding brought in
January 1992 by the SEC, together with the Comptroller of the Currency and
the Federal Reserve, ninety-eight government securities dealers consented to
the entry of an order relating to the recordkeeping requirements of the
federal securities laws, without admitting or denying any violations but
acknowledging the submission of inaccurate sales information to the GSEs.
The dealers paid an aggregate penalty of $5,165,000 with the approximately
forty largest dealers, including PaineWebber, each paying $100,000. The
overall SEC investigation is still in progress.
In May 1992, the Chicago Mercantile Exchange ("CME") Probable Cause
Committee issued a Notice of Charge against PaineWebber which alleged that it
accepted contemporaneous buy and sell orders for the same customer account in
S&P 500 Index Futures on trade dates October 3, October 30, and December 5,
1990, in violation of CME Rule 433b (Uncommercial Conduct). Without
admitting or denying the allegations, PaineWebber submitted an offer of
settlement. The settlement was accepted by the Floor Practices Committee of
the CME on June 28, 1991, and in connection therewith, the Committee imposed
a $7,500 fine.
On November 27, 1992, the CFTC filed a five-count administrative
complaint against PaineWebber and a former employee. Simultaneous with the
filing of the complaint, the CFTC accepted an offer of settlement from
PaineWebber. The complaint alleged that PaineWebber violated provisions of
the Commodity Exchange Act and CFTC regulations by failing to immediately
take a written record of orders placed, entering trades without account
identification, failing to properly time-stamp orders, failing to supervise
diligently the handling of customers' commodity futures accounts and failing
to maintain and produce to CFTC staff certain records relating to orders
entered. Without admitting or denying the allegations or the findings
contained in the complaint, PaineWebber consented to the entry of a CFTC
order which: (1) found it violated the provisions of the Commodity Exchange
Act and CFTC regulations; (2) directed it to cease and desist from further
violations of those provisions; and (3) imposed a civil monetary penalty of
$150,000.
On December 11, 1992, based on a hearing by the NYSE, Panel
Decision 92-187, the NYSE alleged that PaineWebber exercised conversion
rights of customer securities and exercised customers' expiring rights and
warrants without the customers' authorizations, in violation of Exchange Act
Rule 17a-3. Without admitting or denying the allegations, PaineWebber
consented to a censure, $65,000 fine, and undertakings.
On February 4, 1994, the Alabama Securities Commission issued
Administrative Order CV-93-0020. PaineWebber consented, without admitting or
denying the allegations to findings of violations of the Alabama Securities
Act, to place on the branch order ticket or other record of transactions
before any order for purchase or sale of securities through a block trading
desk is executed, a name or designation of the accounts for which such orders
are to be executed and the number of shares or contracts ordered for each
account for two years from the date of the Alabama order as to trades placed
through its block trading desk by registered representatives in Birmingham,
Alabama. The registered representatives are required to deliver a copy of
the branch order ticket to the branch office manager or to his or her
designee prior to the time the order is placed with a block desk. The
Alabama Securities Commission will be provided with a copy of a consultant's
report concerning respondent's policies, practices and procedures prepared
pursuant to an SEC order on February 18, 1993 and the affidavit of
PaineWebber attesting to the implementation of the recommendations contained
in such consultant's report. PaineWebber is required to certify that all
supervisory and managerial personnel in its Birmingham office have
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attended the two day seminar required by the SEC order. PaineWebber was
to pay a fine of $87,000 as partial reimbursement for the Alabama Securities
Commission's cost for examining the matter.
On July 28, 1994, Order File No. AO-94-22, the Missouri Division of
Securities alleged that PaineWebber failed to reasonably supervise a former
investment executive. PaineWebber consented, without admitting or denying
the allegations, to maintain and make available to the Division upon request
all customer or regulatory complaints received by PaineWebber concerning any
employee or agent working in a PaineWebber Missouri branch office or
concerning any security sold by such an employee or agent, to annually
provide, for a period of three years from the date of the order, a notice to
all Missouri residents who open securities accounts with PaineWebber and all
Missouri customers detailing procedures for filing a complaint with
PaineWebber or the Division; and to include, for a period beginning thirty
days from the date of the order and continuing for three years, in all new
customer account packages mailed to Missouri residents from any PaineWebber
Missouri branch office, certain public information pieces prepared by the
Division. PaineWebber paid a $75,000 fine and $25,000 as reimbursement for
the costs of the investigation.
On September 27, 1995, in matter number 94-078-S, the State of
Vermont Department of Banking, Insurance and Securities entered an
Administrative Consent Order alleging that between 1984 and 1988 PaineWebber
did not reasonably supervise two former investment executives with respect to
certain outside activities and limited partnership investment
recommendations. Without admitting or denying the allegations, PaineWebber
agreed, among other things, to pay an administrative fine of $100,000.
On or about January 18, 1996, PaineWebber consented, without
admitting or denying the findings therein, to the entry of an Order by the
SEC which imposed a censure, a cease and desist order, a $5 million civil
penalty and various remedial sanctions. The SEC alleged that PaineWebber
violated the antifraud and recordkeeping provisions of the federal securities
laws in connection with the offer and sale of certain limited partnership
interests between 1986 and 1992 and failed reasonably to supervise certain
registered representatives and other employees involved in the sale of those
interests. PaineWebber must comply with its representation that it had paid
and will pay a total of $292.5 million to investors, including a payment of
$40 million for a claims fund.
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EXHIBIT III
PERFORMANCE OF THE MILLBURN RIDGEFIELD CLIENT FUNDS
MILLBURN GLOBAL OPPORTUNITY FUND L.P.
TYPE OF POOL: PUBLICLY OFFERED, SINGLE-ADVISOR
INCEPTION OF TRADING: JANUARY 1993
AGGREGATE SUBSCRIPTIONS: $42 MILLION
AUGUST 31, 1997 CAPITALIZATION: $19 MILLION
WORST MONTHLY DRAWDOWN: (10.54)% (1/94)
WORST PEAK-TO-VALLEY DRAWDOWN: (13.78)% (1/94-1/95)
1997 COMPOUND RATE OF RETURN: 9.63% (8 MONTHS)
1996 COMPOUND RATE OF RETURN: 9.42%
1995 COMPOUND RATE OF RETURN: 24.00%
1994 COMPOUND RATE OF RETURN: (8.99)%
1993 COMPOUND RATE OF RETURN: 6.28%
1992 COMPOUND RATE OF RETURN: N/A
_____________
AUGUST 31, 1997 VALUE OF INITIAL $1,000 UNIT: $1,439
______________________________
MILLBURN CURRENCY FUND II, L.P.
TYPE OF POOL: Publicly offered, single-advisor,
75% PRINCIPAL PROTECTED
INCEPTION OF TRADING: AUGUST 1991
AGGREGATE SUBSCRIPTIONS: $13 MILLION
AUGUST 31, 1997 CAPITALIZATION: $2.4 MILLION
WORST MONTHLY DRAWDOWN: (9.15)% (8/93)
WORST PEAK-TO-VALLEY DRAWDOWN: (32.96)% (10/92-1/95)
1997 COMPOUND RATE OF RETURN: 21.33% (8 MONTHS)
1996 COMPOUND RATE OF RETURN: 7.84%
1995 COMPOUND RATE OF RETURN: 11.49%
1994 COMPOUND RATE OF RETURN: (16.59)%
1993 COMPOUND RATE OF RETURN: (12.17)%
1992 COMPOUND RATE OF RETURN: 11.39%
___________
AUGUST 31, 1997 VALUE OF INITIAL $100 UNIT: $125
PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS
WHICH TRADE IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
ALL PERFORMANCE DATA IS CURRENT THROUGH AUGUST 31, 1997
SEE NOTES AT PAGE 94 OF THE PROSPECTUS.
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<PAGE>
PERFORMANCE OF THE MILLBURN RIDGEFIELD CLIENT FUNDS
(CONTINUED)
NESTOR PARTNERS
TYPE OF POOL: Privately offered, single-advisor
INCEPTION OF TRADING: February 1977
AGGREGATE SUBSCRIPTIONS: $187 million
AUGUST 31, 1997 CAPITALIZATION: $171 million
WORST MONTHLY DRAWDOWN: (10.12)% (2/96)
WORST PEAK-TO-VALLEY DRAWDOWN: (11.01)% (2/96-10/96)
1997 COMPOUND RATE OF RETURN: 8.99% (8 months)
1996 COMPOUND RATE OF RETURN: 14.21%
1995 COMPOUND RATE OF RETURN: 26.68%
1994 COMPOUND RATE OF RETURN: 9.53%
1993 COMPOUND RATE OF RETURN: 8.43%
1992 COMPOUND RATE OF RETURN: 14.91%
__________
AUGUST 31, 1997 VALUE OF INITIAL $1,000 UNIT: $30,647
PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THIS FUND
WHICH TRADES IN THE SAME MARKET SECTORS AS THE TRUST
BUT WITH DIFFERENT MARKET ALLOCATIONS.
______________________________
MILLBURN GLOBAL MARKETS PORTFOLIO L.P.
TYPE OF POOL: PRIVATELY OFFERED, SINGLE-ADVISOR
INCEPTION OF TRADING: OCTOBER 1993
AGGREGATE SUBSCRIPTIONS: $2.0 MILLION
AUGUST 31, 1997 CAPITALIZATION: $3.7 MILLION
WORST MONTHLY DRAWDOWN: (9.67)% (1/94)
WORST PEAK-TO-VALLEY DRAWDOWN: (13.12)% (2/96-8/96)
1997 COMPOUND RATE OF RETURN: 10.44% (8 MONTHS)
1996 COMPOUND RATE OF RETURN: 11.77%
1995 COMPOUND RATE OF RETURN: 28.76%
1994 COMPOUND RATE OF RETURN: (4.35)%
1993 COMPOUND RATE OF RETURN: 9.24% (3 MOS.)
1992 COMPOUND RATE OF RETURN: N/A
_________
AUGUST 31, 1997 VALUE OF INITIAL $1,000 UNIT: $1,661
PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THIS FUND WHICH
TRADES IN DIVERSIFIED BUT DIFFERENT MARKET
SECTORS THAN DOES THE TRUST.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
ALL PERFORMANCE DATA IS CURRENT THROUGH AUGUST 31, 1997.
SEE NOTES AT PAGE 94 OF THE PROSPECTUS.
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<PAGE>
PERFORMANCE OF THE MILLBURN RIDGEFIELD CLIENT FUNDS
(CONTINUED)
MILLBURN CURRENCY FUND L.P.
TYPE OF POOL: Privately offered, single-advisor
INCEPTION OF TRADING: JANUARY 1990
AGGREGATE SUBSCRIPTIONS: $56 MILLION
AUGUST 31, 1997 CAPITALIZATION: $32 MILLION
WORST MONTHLY DRAWDOWN: (9.68)% (8/93)
WORST PEAK-TO-VALLEY DRAWDOWN: (24.94)% (10/92-1/95)
1997 COMPOUND RATE OF RETURN: 20.41% (8 MONTHS)
1996 COMPOUND RATE OF RETURN: 13.87%
1995 COMPOUND RATE OF RETURN: 19.28%
1994 COMPOUND RATE OF RETURN: (8.63)%
1993 COMPOUND RATE OF RETURN: (11.71)%
1992 COMPOUND RATE OF RETURN: 14.57%
___________
AUGUST 31, 1997 VALUE OF INITIAL $1,000 UNIT: $2,375
______________________________
MRC CURRENCY PARTNERS L.P.
TYPE OF POOL: PRIVATELY OFFERED, SINGLE-ADVISOR
INCEPTION OF TRADING: AUGUST 1990
AGGREGATE SUBSCRIPTIONS: $93 MILLION
AUGUST 31, 1997 CAPITALIZATION: $0 (CLOSED 5/31/97)
WORST MONTHLY DRAWDOWN: (9.44)% (8/93)
WORST PEAK-TO-VALLEY DRAWDOWN: (20.41)% (10/92-1/95)
1997 COMPOUND RATE OF RETURN: 15.31% (5 MONTHS)
1996 COMPOUND RATE OF RETURN: 16.59%
1995 COMPOUND RATE OF RETURN: 22.02%
1994 COMPOUND RATE OF RETURN: (6.71)%
1993 COMPOUND RATE OF RETURN: (8.53)%
1992 COMPOUND RATE OF RETURN: 15.67%
___________
PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS
WHICH TRADE IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
ALL PERFORMANCE DATA IS CURRENT THROUGH AUGUST 31, 1997.
SEE NOTES AT PAGE 94 OF THE PROSPECTUS.
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<PAGE>
PERFORMANCE OF THE MILLBURN RIDGEFIELD CLIENT FUNDS
(CONTINUED)
MILLBURN WORLD RESOURCE FUND L.P.
TYPE OF POOL: Privately offered, single-advisor
INCEPTION OF TRADING: JANUARY 1995
AGGREGATE SUBSCRIPTIONS: $13.8 MILLION
AUGUST 31, 1997 CAPITALIZATION: $14.7 MILLION
WORST MONTHLY DRAWDOWN: (11.82)% (2/96)
WORST PEAK-TO-VALLEY DRAWDOWN: (14.00)% (2/96-5/96)
1997 COMPOUND RATE OF RETURN: 1.11% (8 MONTHS)
1996 COMPOUND RATE OF RETURN: 17.43%
1995 COMPOUND RATE OF RETURN: 36.25%
1994 COMPOUND RATE OF RETURN: N/A
1993 COMPOUND RATE OF RETURN: N/A
1992 COMPOUND RATE OF RETURN: N/A
___________
AUGUST 31, 1997 VALUE OF INITIAL $1,000 UNIT: $1,618
PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THIS FUND
WHICH TRADES PURSUANT TO THE SAME TRADING PROGRAM AS THE TRUST.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
ALL PERFORMANCE DATA IS CURRENT THROUGH AUGUST 31, 1997.
SEE NOTES AT PAGE 94 OF THE PROSPECTUS.
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<PAGE>
PERFORMANCE OF THE MILLBURN RIDGEFIELD
CLIENT TRADING PROGRAMS
WORLD RESOURCE PORTFOLIO
NAME OF CTA: Millburn Ridgefield Corporation
INCEPTION OF TRADING BY CTA: February 1971
INCEPTION OF TRADING IN PROGRAM: September 1995
NUMBER OF OPEN ACCOUNTS: 10
TOTAL ASSETS UNDER MANAGEMENT: $792 million
TOTAL ASSETS IN PROGRAM: $141 million
WORST MONTHLY DRAWDOWN: (12.28)% (2/96)
WORST PEAK-TO-VALLEY DRAWDOWN: (15.03)% (1/96-5/96)
ACCOUNTS CLOSED PROFITABLE: 0
ACCOUNTS CLOSED UNPROFITABLE: 0
1997 COMPOUND RATE OF RETURN: (4.95)% (8 months)
1996 COMPOUND RATE OF RETURN: 8.33%
1995 COMPOUND RATE OF RETURN: 7.28%
1994 COMPOUND RATE OF RETURN: N/A
1993 COMPOUND RATE OF RETURN: N/A
1992 COMPOUND RATE OF RETURN: N/A
THIS PROGRAM IS UTILIZED ON BEHALF OF THE TRUST.
______________________________
DIVERSIFIED PORTFOLIO
NAME OF CTA: Millburn Ridgefield Corporation
INCEPTION OF TRADING BY CTA: February 1971
INCEPTION OF TRADING IN PROGRAM: February 1971
NUMBER OF OPEN ACCOUNTS: 9
TOTAL ASSETS UNDER MANAGEMENT: $792 million
TOTAL ASSETS IN PROGRAM: $277 million
WORST MONTHLY DRAWDOWN: (13.49)% (2/96)
WORST PEAK-TO-VALLEY DRAWDOWN: (12.93)% (2/96-5/96)
ACCOUNTS CLOSED PROFITABLE: 1
ACCOUNTS CLOSED UNPROFITABLE: 0
1997 COMPOUND RATE OF RETURN: 8.75% (8 months)
1996 COMPOUND RATE OF RETURN: 17.29%
1995 COMPOUND RATE OF RETURN: 30.46%
1994 COMPOUND RATE OF RETURN: 10.46%
1993 COMPOUND RATE OF RETURN: 9.82%
1992 COMPOUND RATE OF RETURN: 16.29%
THIS PROGRAM IS NOT UTILIZED ON BEHALF OF THE TRUST, BUT ALSO
TRADES A DIVERSIFIED RANGE OF MARKETS.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
ALL PERFORMANCE DATA IS CURRENT THROUGH AUGUST 31, 1997.
SEE NOTES AT PAGE 94 OF THE PROSPECTUS.
DRAWDOWN INFORMATION IS PRESENTED ON A WORST ACCOUNT BASIS.
- 12 -
<PAGE>
PERFORMANCE OF THE MILLBURN RIDGEFIELD
CLIENT TRADING PROGRAMS
(CONTINUED)
GLOBAL PORTFOLIO
NAME OF CTA: Millburn Ridgefield Corporation
INCEPTION OF TRADING BY CTA: February 1971
INCEPTION OF TRADING IN PROGRAM: November 1989
NUMBER OF OPEN ACCOUNTS: 5
TOTAL ASSETS UNDER MANAGEMENT: $792 million
TOTAL ASSETS IN PROGRAM: $246 million
WORST MONTHLY DRAWDOWN: (10.54)% (1/94)
WORST PEAK-TO-VALLEY DRAWDOWN: (13.74)% (7/94-1/95)
ACCOUNTS CLOSED PROFITABLE: 3
ACCOUNTS CLOSED UNPROFITABLE: 0
1997 COMPOUND RATE OF RETURN: 12.11% (8 months)
1996 COMPOUND RATE OF RETURN: 11.38%
1995 COMPOUND RATE OF RETURN: 25.76%
1994 COMPOUND RATE OF RETURN: (5.24)%
1993 COMPOUND RATE OF RETURN: 9.10%
1992 COMPOUND RATE OF RETURN: 9.66%
_______________
HIGH LEVERAGE GLOBAL PORTFOLIO
NAME OF CTA: Millburn Ridgefield Corporation
INCEPTION OF TRADING BY CTA: February 1971
INCEPTION OF TRADING IN PROGRAM: July 1993
NUMBER OF OPEN ACCOUNTS: 1
TOTAL ASSETS UNDER MANAGEMENT: $792 million
TOTAL ASSETS IN PROGRAM: $35 million
WORST MONTHLY DRAWDOWN: (13.23)% (1/94)
WORST PEAK-TO-VALLEY DRAWDOWN: (20.05)% (7/94-1/95)
ACCOUNTS CLOSED PROFITABLE: 3
ACCOUNTS CLOSED UNPROFITABLE: 1
1997 COMPOUND RATE OF RETURN: 10.35% (8 months)
1996 COMPOUND RATE OF RETURN: 11.15%
1995 COMPOUND RATE OF RETURN: 32.15%
1994 COMPOUND RATE OF RETURN: (9.03)%
1993 COMPOUND RATE OF RETURN: 9.34% (6 mos.)
1992 COMPOUND RATE OF RETURN: N/A
THESE PROGRAMS ARE NOT UTILIZED ON BEHALF OF THE TRUST
BUT TRADE IN THE SAME MARKET SECTORS AS THE TRUST
WITH DIFFERENT MARKET ALLOCATIONS.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
ALL PERFORMANCE DATA IS CURRENT THROUGH AUGUST 31, 1997.
SEE NOTES AT PAGE 94 OF THE PROSPECTUS.
DRAWDOWN INFORMATION IS PRESENTED ON A WORST ACCOUNT BASIS.
- 13 -
<PAGE>
PERFORMANCE OF THE MILLBURN RIDGEFIELD
CLIENT TRADING PROGRAMS
(CONTINUED)
CURRENCY PORTFOLIO
NAME OF CTA: Millburn Ridgefield Corporation
INCEPTION OF TRADING BY CTA: February 1971
INCEPTION OF TRADING IN PROGRAM: November 1989
NUMBER OF OPEN ACCOUNTS: 10
TOTAL ASSETS UNDER MANAGEMENT: $792 million
TOTAL ASSETS IN PROGRAM: $77 million
WORST MONTHLY DRAWDOWN: (12.03)% (8/93)
WORST PEAK-TO-VALLEY DRAWDOWN: (33.06)% (10/92-1/95)
ACCOUNTS CLOSED PROFITABLE: 20
ACCOUNTS CLOSED UNPROFITABLE: 17
1997 COMPOUND RATE OF RETURN: 22.00% (8 months)
1996 COMPOUND RATE OF RETURN: 11.37%
1995 COMPOUND RATE OF RETURN: 18.88%
1994 COMPOUND RATE OF RETURN: (7.90)%
1993 COMPOUND RATE OF RETURN: (13.00)%
1992 COMPOUND RATE OF RETURN: 12.47%
_______________
HIGH LEVERAGE CURRENCY PORTFOLIO
NAME OF CTA: Millburn Ridgefield Corporation
INCEPTION OF TRADING BY CTA: February 1971
INCEPTION OF TRADING IN PROGRAM: July 1993
NUMBER OF OPEN ACCOUNTS: 1
TOTAL ASSETS UNDER MANAGEMENT: $792 million
TOTAL ASSETS IN PROGRAM: $15 million
WORST MONTHLY DRAWDOWN: (13.10)% (8/93)
WORST PEAK-TO-VALLEY DRAWDOWN: (29.75)% (8/93-1/95)
ACCOUNTS CLOSED PROFITABLE: 0
ACCOUNTS CLOSED UNPROFITABLE: 3
1997 COMPOUND RATE OF RETURN: 30.07% (8 months)
1996 COMPOUND RATE OF RETURN: 16.36%
1995 COMPOUND RATE OF RETURN: 25.15%
1994 COMPOUND RATE OF RETURN: (21.29)%
1993 COMPOUND RATE OF RETURN: (11.10)% (6 mos.)
1992 COMPOUND RATE OF RETURN: N/A
THESE PROGRAMS ARE NOT UTILIZED ON BEHALF OF THE TRUST AND
TRADE IN MATERIALLY DIFFERENT MARKET SECTORS.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
ALL PERFORMANCE DATA IS CURRENT THROUGH AUGUST 31, 1997.
SEE NOTES AT PAGE 94 OF THE PROSPECTUS.
DRAWDOWN INFORMATION IS PRESENTED ON A WORST ACCOUNT BASIS.
- 14 -
<PAGE>
PERFORMANCE OF THE MILLBURN RIDGEFIELD
CLIENT TRADING PROGRAMS
(CONTINUED)
GRAIN PORTFOLIO
NAME OF CTA: Millburn Ridgefield Corporation
INCEPTION OF TRADING BY CTA: February 1971
INCEPTION OF TRADING IN PROGRAM: March 1997
NUMBER OF OPEN ACCOUNTS: 1
TOTAL ASSETS UNDER MANAGEMENT: $792 million
TOTAL ASSETS IN PROGRAM: $1.8 million
WORST MONTHLY DRAWDOWN: (7.89)% (5/97)
WORST PEAK-TO-VALLEY DRAWDOWN: (10.10)% (5/97-6/97)
Accounts closed profitable: 0
ACCOUNTS CLOSED UNPROFITABLE: 0
1997 COMPOUND RATE OF RETURN: (3.78)% (6 months)
1996 COMPOUND RATE OF RETURN: N/A
1995 COMPOUND RATE OF RETURN: N/A
1994 COMPOUND RATE OF RETURN: N/A
1993 COMPOUND RATE OF RETURN: N/A
1992 COMPOUND RATE OF RETURN: N/A
_______________
THIS PROGRAM IS NOT UTILIZED ON BEHALF OF THE TRUST AND
TRADES IN ONLY ONE MARKET SECTOR.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
ALL PERFORMANCE DATA IS CURRENT THROUGH AUGUST 31, 1997.
SEE NOTES AT PAGE 94 OF THE PROSPECTUS.
DRAWDOWN INFORMATION IS PRESENTED ON A WORST ACCOUNT BASIS.
- 15 -
<PAGE>
EXHIBIT IV
ANNUAL RATES OF RETURN SINCE INCEPTION
OF THE MILLBURN RIDGEFIELD CLIENT FUNDS
The following are the annual rates of return of the client (as opposed
to proprietary) futures funds sponsored by Millburn Ridgefield (other than
the Trust itself; see Exhibit I "Performance of the Trust"). Of the
following funds, Nestor Partners trades a diversified portfolio most similar
(but nevertheless materially different) in market sector emphasis to the
World Resource Portfolio. THE MANAGING OWNER WISHES TO EMPHASIZE TO
PROSPECTIVE INVESTORS THAT THERE HAVE BEEN A NUMBER OF YEARS IN WHICH
MILLBURN RIDGEFIELD CLIENT FUNDS HAVE SUSTAINED SIGNIFICANT LOSSES AND THAT
THE VOLATILITY OF THESE FUNDS' PERFORMANCE IS QUALITATIVELY GREATER THAN THAT
OF MANY MANAGED FUTURES FUNDS.
None of the following funds is managed pursuant to the World Resource
Portfolio. None of the following funds is being offered to investors
pursuant to the Prospectus, and it is the performance of the Trust itself,
not of Millburn Ridgefield's other funds, which is most pertinent to a
decision whether or not to invest in the Units.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
MILLBURN GLOBAL MILLBURN CURRENCY NESTOR PARTNERS
OPPORTUNITY FUND L.P. FUND II, L.P. (DIVERSIFIED;
(CURRENCIES AND FINANCIALS; (CURRENCIES ONLY; PRIVATELY OFFERED)
PUBLICLY OFFERED) PUBLICLY OFFERED)
ANNUAL ANNUAL ANNUAL
YEAR RATE OF YEAR RATE OF YEAR RATE OF
RETURN RETURN RETURN
1997(8 mos.) 9.63% 1997(8 mos.) 21.33% 1997(8 mos.) 8.99%
1996 9.42 1996 7.84 1996 14.21
1995 24.00 1995 11.49 1995 26.68
1994 (8.99) 1994 (16.59) 1994 9.53
1993 6.28 1993 (12.17) 1993 8.43
1992 11.39 1992 14.91
1991(5 mos.) 4.75 1991 4.43
1990 48.25
1989 0.43
1988 2.20
1987 43.70
1986 (17.09)
1985 26.56
1984 20.74
1983 (6.28)
1982 26.54
1981 39.11
1980 48.57
1979 60.93
1978 20.78
1977(11 mos.) 3.33
PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS.
- 16 -
<PAGE>
<TABLE>
<CAPTION>
MILLBURN GLOBAL MILLBURN CURRENCY MRC CURRENCY
MARKETS PORTFOLIO L.P. FUND L.P. PARTNERS L.P.
(DIVERSIFIED; (CURRENCIES ONLY; (CURRENCIES ONLY)
PRIVATELY OFFERED) PRIVATELY OFFERED) PRIVATELY OFFERED
<S> <C> <C> <C> <C> <C>
ANNUAL ANNUAL ANNUAL
YEAR RATE OF YEAR RATE OF YEAR RATE OF
RETURN RETURN RETURN
1997(8 mos.) 10.44% 1997(8 mos.) 20.41% 1997(5 mos.) 15.31% (closed 5/31/97)
1996 11.77 1996 13.87 1996 16.59
1995 28.76 1995 19.28 1995 22.02
1994 (4.35) 1994 (8.63) 1994 (6.71)
1993(3 mos.) 9.24 1993 (11.71) 1993 (8.53)
1992 14.57 1992 15.67
1991 3.63 1991 6.35
1990 51.64 1990(5 mos.) 26.16
</TABLE>
MILLBURN WORLD
RESOURCE FUND L.P.
(DIVERSIFIED; PRIVATELY OFFERED)
ANNUAL
YEAR RATES OF RETURN
1997 (8 mos.) 1.11%
1996 17.43
1995 36.25
________________________
Prospective investors should note the significant extent to which
Millburn Ridgefield's private pools have outperformed its public funds. This
is due in principal part to the significantly higher costs to which public
funds are subject, due primarily to the costs associated with the
distribution of the interests in such funds to the public. The Trust, as a
public fund, is subject to such higher costs, and its performance can be
expected to reflect the effect of such costs, which cumulate significantly
over time.
THE ANNUAL RATES OF RETURN SET FORTH ABOVE SUGGEST THAT MILLBURN
RIDGEFIELD'S PERFORMANCE MAY HAVE BEEN ADVERSELY AFFECTED BY INCREASING THE
AMOUNT OF ASSETS UNDER ITS MANAGEMENT. MILLBURN RIDGEFIELD, IN GENERAL,
APPEARS TO HAVE BEEN ABLE TO ACHIEVE BETTER PERFORMANCE IN EARLIER THAN IN
MORE RECENT YEARS. ALTHOUGH THIS COULD BE DUE TO A NUMBER OF FACTORS,
INCREASED ASSETS UNDER MANAGEMENT MAY WELL BE A MATERIALLY CONTRIBUTING
FACTOR. SEE "RISK FACTORS -- (7) POSSIBLE ADVERSE EFFECTS OF INCREASING
MILLBURN RIDGEFIELD'S ASSETS UNDER MANAGEMENT" AT PAGE 13 OF THE PROSPECTUS.
PAST PERFORMANCE -- AND CERTAINLY THE PAST PERFORMANCE OF FUNDS OTHER
THAN THE TRUST -- IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FURTHERMORE, EACH OF THE FOREGOING FUNDS TRADES A DIFFERENT PORTFOLIO THAN
DOES THE MILLBURN WORLD RESOURCE TRUST.
THERE ARE MATERIAL DIFFERENCES BETWEEN THE PORTFOLIOS TRADED BY THE
OTHER MILLBURN RIDGEFIELD CLIENT FUNDS (EVEN THE DIVERSIFIED FUNDS -- NESTOR
PARTNERS AND MILLBURN GLOBAL MARKETS PORTFOLIO L.P.) AND THAT TRADED BY THE
TRUST. FURTHERMORE, MILLBURN RIDGEFIELD'S SYSTEMS HAVE DEVELOPED
SIGNIFICANTLY OVER THE PERIOD PRESENTED IN THE PERFORMANCE RECORDS INCLUDED
HEREIN, SO THAT SUCH SYSTEMS ARE NOT CURRENTLY THE SAME AS THOSE WHICH
GENERATED A SUBSTANTIAL PORTION OF THE PERFORMANCE REFLECTED HEREIN. NO
REPRESENTATION IS OR COULD BE MADE THAT THE TRUST WOULD HAVE PERFORMED, OR
WILL IN THE FUTURE PERFORM, IN A MANNER SIMILAR TO THE RESULTS SET FORTH
ABOVE.
PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS.
- 17 -
<PAGE>
ACKNOWLEDGMENT OF RECEIPT OF THE
MILLBURN WORLD RESOURCE TRUST SUPPLEMENT
DATED OCTOBER 29, 1997 TO THE PROSPECTUS
AND DISCLOSURE DOCUMENT DATED FEBRUARY 19, 1997
The undersigned hereby acknowledges that the undersigned has received
a copy of The Millburn World Resource Trust Supplement dated October 29, 1997 to
the Prospectus and Disclosure Document dated February 19, 1997.
INDIVIDUAL SUBSCRIBERS: ENTITY SUBSCRIBERS:
_________________________________ _____________________________
(Name of Entity)
_________________________________ By: __________________________
Signature of Subscriber(s) Title:_________________________
(Trustee, partner or
Dated: ___________, 19___ authorized officer)
Dated: _____________, 19___
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