<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-50209
THE MILLBURN WORLD RESOURCE TRUST
SUPPLEMENT DATED JANUARY 25, 1999 TO
THE PROSPECTUS AND DISCLOSURE DOCUMENT
DATED MAY 13, 1998
This Supplement updates certain Commodity Futures Trading
Commission required information contained in The Millburn World Resource
Trust Prospectus and Disclosure Document dated May 13, 1998. All capitalized
terms used in this Supplement have the same meaning as in the Prospectus
unless specified otherwise. Prospective investors should review the contents
of both this Supplement and the Prospectus carefully before deciding whether
to invest in the Trust.
Exhibit I of this Supplement updates information on the cover page
of the Prospectus regarding the amount of trading profit the Trust must
realize in order to offset twelve months of Trust expenses and the 3%
redemption charge due on Units redeemed during the first year after they are
sold. Exhibit I also contains an updated version of the Trust's Breakeven
Table set forth on page 8 of the Prospectus. Exhibit II updates the Risk
Factors set forth on pages 11 through 17 of the Prospectus by adding an
additional risk factor regarding the conversion of European currencies to a
single currency. Exhibit III contains an updated version of the performance
record of the Trust set forth on page 21 of the Prospectus and an updated
version of the discussion of the Year 2000 computer issue set forth on page
26 of the Prospectus. Exhibit IV contains updated information regarding the
civil, administrative or criminal proceedings related to the Trust's
Principal Selling Agent and Clearing Brokers set forth on pages 44 through 51
of the Prospectus. Exhibit V contains an updated version of the annual rates
of return since inception of the Millburn Ridgefield client funds set forth
on pages 97 and 98 of the Prospectus. Pursuant to Commodity Futures Trading
Commission Regulations, the performance summaries of the Millburn Ridgefield
client funds and trading programs set forth on pages 86 through 95 of the
Prospectus are not updated in this Supplement.
* * * * * * * * * *
All information in the Prospectus is hereby restated.
__________________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________________
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE
MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT SUPPLEMENT.
<PAGE>
EXHIBIT I
The Trust is subject to substantial charges regardless of its
profitability, as well as to quarterly Profit Shares. In order to offset
Trust expenses during the first year after a Unit is sold, the Trust must
earn trading profits of approximately 6.45%, or of approximately 9.55% if the
3% redemption charge applies, assuming the Trust earns interest on its assets
at an annual rate of approximately 4.3%.
"BREAKEVEN TABLE"
<TABLE>
<CAPTION>
COLUMN I COLUMN II
PERCENTAGE DOLLAR RETURN REQUIRED
RETURN REQUIRED ($5,000 INITIAL
ROUTINE EXPENSES(1) FIRST TWELVE INVESTMENT)
MONTHS OF FIRST TWELVE MONTHS OF
INVESTMENT INVESTMENT
<S> <C> <C>
Brokerage Fees 9.00% $450.00
Administrative Expenses(2) 0.75% $37.50
Profit Share(3) 1.00% $50.00
Redemption Charge(4) 3.10% $155.00
Less Interest Income(5) (4.30)% $(215.00)
TRADING PROFIT REQUIRED FOR AN INITIAL $5,000
INVESTMENT TO "BREAKEVEN" 9.55% $477.50
</TABLE>
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(1) See "Charges" at page 36 of the Prospectus for an explanation of the
expenses and Profit Share included in the "Breakeven Table."
(2) Administrative Expenses are estimated at no more than 0.75 of 1% of average
month-end Net Assets annually. Actual Administrative Expenses incurred
during 1997 were $345,473 or 0.51% of average month-end Net Assets.
(3) The Profit Share is calculated on the basis of the overall profits of the
Trust, not the investment experience of any particular Unit. The 1% Profit
Share assumed during a "breakeven" year is intended, in part, to reflect
possible timing differences between quarterly Profit Shares and annual
performance, as well as Profit Share misallocations which result from
charging all Units the same Profit Share, regardless of the time of
purchase. The 1% Profit Share charge is also included as a reflection of
the approximately 0.7% Profit Share which would accrue on the approximately
4% New Trading Profit which would be necessary to offset the 3% redemption
charge applied to Units redeemed as of the end of the twelfth month after
their issuance.
(4) Redemption charges would equal 3.1% of the initial $5,000 investment
because these charges would equal 3% of the $5,155 Net Asset Value required
for an investor to receive net redemption proceeds of $5,000.
(5) Interest income is estimated based on the yields on 91-day Treasury bills
as of the date of this Prospectus Supplement.
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EXHIBIT II
POSSIBLE EFFECTS OF THE EUROPEAN MONETARY UNION
The January 1, 1999 conversion of most major European currencies to
a single euro currency or reaction to that conversion or to any nation's
withdrawal from the European Monetary Union, could adversely affect the
trading opportunities or results of currency traders in general, including
the Trust. Millburn Ridgefield has reviewed its currency trading strategies
in anticipation of the conversion to the euro currency and believes that this
event will not have a material adverse effect on the performance of the
Trust. However, the conversion to a single euro currency is a very
significant and novel political and economic event and there can be no
certainty about its direct or indirect future effects on currency markets.
Investors should be aware that a risk exists that unforeseen effects of
European Monetary Union could lessen the favorable performance of or cause
losses in the Trust's trading.
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EXHIBIT III
PERFORMANCE OF THE TRUST
THE MILLBURN WORLD RESOURCE TRUST
(SEPTEMBER 13, 1995 - DECEMBER 31, 1998)
TYPE OF POOL: Single-Advisor/Publicly-Offered/No Principal Protection
INCEPTION OF TRADING: September 13, 1995
AGGREGATE SUBSCRIPTIONS: $83,202,157
CURRENT CAPITALIZATION: $75,887,244
WORST MONTHLY DRAWDOWN (MONTH/YEAR): (12.30)% (2/96)
WORST PEAK-TO-VALLEY DRAWDOWN (MONTH/YEAR): (15.03)% (12/95-5/96)
December 31, 1998 NET ASSET VALUE PER UNIT: $1,234.38
<TABLE>
<CAPTION>
MONTHLY RATES OF RETURN
MONTH 1998 1997 1996 1995
<S> <C> <C> <C> <C>
January 3.07% 4.24% (0.36)% --
February (1.19)% 7.17% (12.30)% --
March (1.73)% (4.29)% 2.94% --
April (7.27)% (4.63)% 2.55% --
May 6.64% 3.02% (7.88)% --
June 3.04% (1.73)% 6.64% --
July (4.42)% 2.95% (0.36)% --
August 8.88% (10.22)% 1.49% --
September 0.54% 0.84% 4.01% (6.62)%
October (7.76)% 0.74% 8.09% (1.92)%
November (0.44)% (0.77)% 4.10% 0.92%
December 6.94% 6.45% 0.42% 16.02%
Compound 7.23%
Rate of Return 4.39% 2.39% 7.69% (3 1/2 months)
</TABLE>
<TABLE>
<CAPTION>
MONTH-END NET ASSET VALUE PER UNIT
JAN. FEB. MAR. APR. MAY JUNE
<S> <C> <C> <C> <C> <C> <C>
1995 -- -- -- -- -- --
1996 $1,068.44 $937.05 $964.56 $989.12 $911.19 $971.65
1997 $1,203.79 $1,290.13 $1,234.76 $1,177.54 $1,213.10 $1,192.13
1998 $1,218.74 $1,204.22 $1,183.35 $1,097.33 $1,165.75 $1,201.17
JULY AUG. SEPT. OCT. NOV. DEC.
1995 -- -- $933.80 $915.83 $924.25 $1,072.34
1996 $968.18 $982.59 $1,022.02 $1,104.75 $1,149.99 $1,154.81
1997 $1,227.32 $1,101.91 $1,111.16 $1,119.39 $1,110.78 $1,182.43
1998 $1,148.03 $1,249.93 $1,256.63 $1,159.29 $1,154.22 $1,234.38
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
"Worst Monthly Drawdown" means the largest negative monthly rate of
return experienced by the Trust. A "drawdown" is measured on the basis of
month-end Net Asset Value per Unit only, and does not reflect intra-month
figures.
"Worst Peak-to-Valley Drawdown" represents the greatest percentage
decline incurred by the Trust from a month-end Net Asset Value, without such
month-end Net Asset Value per Unit being equaled or exceeded as of a
subsequent month-end. For example, if the Net Asset Value per Unit declined
by $1 in each of January and February, increased by $1 in March and declined
again by $2 in April, a "peak-to-valley drawdown" analysis conducted as of
the end of April would consider the "drawdown" to be still continuing and to
be $3 in amount, whereas if the Net Asset Value per Unit had increased by $2
in March, the January-February drawdown would have ended as of the end of
February at the $2 level.
Monthly Rate of Return is calculated on the basis of the actual
rate of return recognized by an initial $1,000 investment in the Trust.
Performance information is calculated on an accrual basis in
accordance with generally accepted accounting principles.
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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 Trust, 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 Managing Owner administers the business of the Trust through
various systems and processes maintained by the Managing Owner. The Managing
Owner'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 Managing Owner in preparing for Year 2000 compliance
have not had a material adverse impact on the Managing Owner'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 Managing
Owner's financial position. The Trust 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 Managing Owner, the Trust is dependent on the
capability of the various exchanges, Clearing Brokers and other third parties
with which the Trust 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 Clearing Brokers are addressing
their Year 2000 issues 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 Managing Owner is currently implementing
procedures to monitor the progress of the Clearing Brokers and other third
parties with which the Trust has a material relationship in addressing their
Year 2000 issues.
The most likely and most significant risk to the Trust associated
with the lack of Year 2000 readiness is the failure of third parties,
including the Clearing Brokers, exchanges, foreign exchange counterparties
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 Trust, in which
case sales could be suspended and/or redemption payments delayed until the
Trust's assets could be valued and/or funds could be transferred. If the
Managing Owner 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 Trust, the Managing Owner will attempt to close any Trust 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.
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<PAGE>
EXHIBIT IV
PAINEWEBBER
The following paragraphs restate and update the PaineWebber
disclosure statement regarding civil, administrative or criminal proceedings
related to PaineWebber set forth on pages 44 through 48 of the Prospectus.
PaineWebber's principal office is located at 1000 Harbor Boulevard,
Weehawken, New Jersey 07087, telephone: (201) 902-3000. PaineWebber 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.
PaineWebber did not sponsor the Trust and is not responsible for
the activities of Millburn Ridgefield. It acts only as one of the commodity
brokers and one of the selling agents.
Except as set forth below, neither 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.
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.
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<PAGE>
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 yet ruled on the appeal.
In July 1994, PaineWebber, 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, PaineWebber
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) 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 on June 19, 1997, the
Court affirmed the District Court's grant of defendants' motions for summary
judgement. On July 30, 1997, the Third Circuit Court of Appeals vacated the
prior Third Circuit opinion and listed the case for rehearing en banc. On
October 29, 1997, the court held an en banc rehearing on the appeal from the
District Court's grant of defendants' motions for summary judgment.
On July 16, 1996, PaineWebber entered into a Stipulation and Order
resolving a civil complaint filed by the United States Department of Justice,
alleging that it and other NASDAQ market makers violated Section 1 of the
Sherman Act in connection with certain market making practices. In entering
into the Stipulation and Order, without admitting the allegations, the
parties agreed that the defendants would not engage in certain types of
market making activities and the defendants undertook specified steps to
assure compliance with their agreement. On April 24, 1997, the United States
District Court for the Southern District of New York approved the Stipulation
and Order, one aspect of which requires the defendants to tape record a
certain percentage of their NASDAQ traders' telephone calls. On May 27,
1997, the Court stayed the taping provision pending an appeal by certain
private parties who objected to aspects of the taping provision. Notice of
Appeal has been filed in the United States Court of Appeals for the Second
Circuit; the parties are scheduled to file briefs in July and August, and
oral argument on the appeal was scheduled for late September.
A series of purported class actions concerning PaineWebber sale and
sponsorship of various limited partnership investments have been filed
against PaineWebber and PaineWebber Group Inc. (together hereinafter,
"PaineWebber") among others, by partnership investors since November 1994.
Several such actions (the "Federal Court Limited Partnership Actions") were
filed
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<PAGE>
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 of the Southern District of New York to
be used to resolve the Federal Court and Geodyne Limited 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. On July 30, 1997, the United States Court of
Appeals for the Second Circuit affirmed the judgment approving the settlement.
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, violation of the Texas
Securities Act, and violations of the Texas Deceptive Trade Practices Act, on
behalf of those investors who bought
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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.
THE FOLLOWING ITEMS RELATE TO MATTERS INVOLVING KIDDER, PEABODY AND CO.
INCORPORATED WHICH WAS ACQUIRED BY PAINE WEBBER GROUP ("THE COMPANY") IN
AUGUST 1997. IN CONNECTION WITH THE ACQUISITION, THE SELLER AND ITS PARENT
GENERAL ELECTRIC COMPANY AGREED TO INDEMNIFY PAINE WEBBER GROUP FOR ALL
LOSSES RELATING TO THIS MATTER.
Kidder Peabody & Co. Incorporated ("Kidder, Peabody"), a subsidiary of
the Company, together with other unrelated individuals and firms, has been
named as a defendant in certain actions pending in the United States District
Court of New York for the Southern District of New York brought on behalf of
individuals and two purported classes of investors in three funds (the
"Funds") managed by Askin Capital Management, L.P. and David J. Askin
(collectively, the "Askin Parties"). The actions are Primavera
Familienstiftung v. David J. Askin, et al., Docket No. 95 Civ. 8905; ABF
Capital Management, et al. v. Askin Capital Management, L.P., Docket No. 96
Civ. 2978; Montpellier Resources, Limited et al. v. Askin Capital Management,
L.P., et al., Docket No. 97 Civ. 1856; Richard Johnston as Trustee for the
Demeter Trust, et al. v. Askin Capital Management L.P., et al., Docket No. 97
Civ. 4335. The plaintiffs have alleged, among other things, that Kidder,
Peabody and other brokerage firms aided and abetted false state securities
bylaws, used the Funds as an outlet for otherwise unmarketable tranches of
collateralized mortgage obligations, and violated various rules of the New
York Stock Exchange and National Association of Securities Dealers.
Collectively in the four lawsuits the plaintiffs claim damages of
approximately $650 million, as well as unspecified punitive damages. As a
result of various decisions by the District Court, the only claim remaining
in these cases against Kidder, Peabody is for aiding and abetting the Askin
Parties' fraud on the investors. The parties are presently engaged in
pre-trial discovery. No trial date has been set.
In a separate, but related action now pending in the United States
Bankruptcy Court for the Southern District of New York captioned ABF Capital
Management, et al. v. Kidder, Peabody & Co. Incorporated, a group of
investors in the Funds have sought to equitably subordinate, pursuant to
Section 510[c] of the Bankruptcy code, certain recoveries received by Kidder,
Peabody, amounting to approximately $15.5 million, in connection with the
settlement of Kidder, Peabody's claim in the Funds' bankruptcy proceedings.
This action is also at an early stage; no trial date has been set.
Kidder, Peabody is a defendant, along with other unrelated individuals
and entities, in Richard A. Lippe et. al. v. Bairnco Corp. et al., 96 Civ.
7600, in the United States District Court for the Southern District of New
York brought by the Trustees of the Keene Creditors' Trust ("KCT"). This
action originally was filed on June 8, 1995 as Adversary Proceeding No.
95/9393A in the Bankruptcy Court for the Southern District of New York. On
April 10, 1997, the District Court ordered the withdrawal of the bankruptcy
court. KCT was established pursuant to the Plan of Reorganization approved
in connection with the bankruptcy proceedings related to Keene Corporation
("Keene"). The KCT claims against Kidder, Peabody arise from fairness
opinions rendered by Kidder, Peabody during the 1980's in connection with the
sale of various businesses from
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Keene. KCT alleges that Kidder Peabody's fairness opinions intentionally or
recklessly undervalued the assets being sold. KCT further alleges that such
acts constituted aiding and abetting breaches of fiduciary duties and
self-dealing by Keene's corporate officers and directors, who are also
defendants, in violation of the New York Business Corporation Law and the
Racketeer Influenced and Corrupt Organizations Act. KCT seeks damages from
Kidder, Peabody and other unrelated individuals and firms in excess of $700
million. On September 15, 1997, Kidder, Peabody filed a motion to dismiss
the complaint. KCT has not yet filed its opposition to the motion.
IN ADDITION TO THE FOREGOING PRIVATE LITIGATION, THE FOLLOWING
ADMINISTRATIVE AND EXCHANGE PROCEEDINGS MAY BE CONSIDERED MATERIAL.
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 attended
the two day seminar required by the SEC order. PaineWebber was ordered to
pay a fine of $87,000 as partial reimbursement for the Alabama Securities
Commission's cost for examining the matter.
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 representations 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.
On June 9, 1998, the Kansas Securities Commissioner brought an administrative
action alleging that during the period approximately May 1993 through
February 1994, a registered representative who was terminated by the firm,
recommended certain securities transactions that were not suitable for
certain clients and PaineWebber failed to reasonably supervise its former
employee.
PRUDENTIAL SECURITIES
The following paragraphs restate and update the Prudential
Securities disclosure statement regarding civil, administrative or criminal
proceedings related to Prudential Securities set forth on pages 48 through 51
of the Prospectus.
Prudential Securities' main business office is located at
Prudential Securities Building, One Seaport Plaza, New York, New York 10292,
telephone (212) 214-1000.
-9-
<PAGE>
Prudential Securities did not sponsor the Trust and is not
responsible for the activities of Millburn Ridgefield. It acts only as one
of the commodity brokers.
Prudential Securities, in its capacity as commodities broker for
the Trust, is registered as a broker-dealer with the SEC and is a member of
the National Association of Securities Dealers, Inc. (the "NASD").
Prudential Securities is a major securities firm with a large commodity
brokerage business. It has over 270 offices in 43 states, the District of
Columbia, and 18 foreign countries. Prudential Securities is a clearing
member of the Chicago Board of Trade, Chicago Mercantile Exchange, Commodity
Exchange, Inc., and all other major United States commodity exchanges.
From time to time Prudential Securities (in its respective
capacities as a commodities broker and as a securities broker-dealer) and its
principals are involved in numerous legal actions, some of which individually
and all of which in the aggregate, seek significant or indeterminate damages.
However, except for the actions described below, during the five years
preceding the date of this Prospectus, there has been no administrative,
civil, or criminal action against Prudential Securities or any of its
principals which is material, in light of all the circumstances, to an
investor's decision to invest in the Trust.
On October 21, 1993 Prudential Securities entered into an omnibus
settlement with the SEC, state securities regulators in 51 jurisdictions (49
states, the District of Columbia and Puerto Rico) and the NASD to resolve
allegations that had been asserted against Prudential Securities with respect
to the sale of interests in more than 700 limited partnerships generated by
Prudential Securities' Direct Investment Group and sold from January 1, 1980
through December 31, 1990. The partnerships principally involved real
estate, oil and gas producing properties and aircraft leasing ventures.
The allegations against Prudential Securities were set forth in a
Complaint filed by the SEC on October 21, 1993 and in an Administrative Order
issued by the SEC also on October 21, 1993. It was alleged that federal and
state securities laws had been violated through sales of the limited
partnership interests (and a limited number of certain other securities) to
persons for whom such securities were not suitable in light of their
investment objectives, financial status, or investment sophistication. It
was also alleged that the safety, potential returns and liquidity of the
investments had been misrepresented. Prudential Securities neither admitted
nor denied the allegations asserted against it. The Administrative Order
included findings that Prudential Securities' conduct violated the federal
securities laws and that an order issued by the SEC in 1986 requiring
Prudential Securities to adopt, implement and maintain certain supervisory
procedures had not been complied with. The Administrative Order (to which
Prudential Securities consented without admitting or denying the SEC's
findings), directed Prudential Securities to cease and desist from violating
the federal securities laws and imposed a $10 million civil penalty. The
Administrative Order also required Prudential Securities to adopt certain
remedial measures including the establishment of a Compliance Committee of
its Board of Directors.
Prudential Securities's settlement with the state securities
regulators included an agreement to pay a penalty of $500,000 per
jurisdiction. In settling the NASD disciplinary action, Prudential Securities
consented to a censure and to the payment of a $5 million fine to the NASD.
In connection with the settlement of the allegations asserted
against it, and pursuant to a Final Order and Judgment entered on October 21,
1993 in the action commenced by the SEC, Prudential Securities has deposited
$330 million as a fund to be used for the resolution of claims for
compensatory damages asserted by persons who purchased the limited
partnership interests from Prudential Securities, and has agreed to provide
additional funds, if necessary, for that purpose. The fund is to be
administered by a court-approved Claims Administrator who is a former SEC
Commissioner. Prudential Securities also consented to the establishment of a
court-supervised expedited claims resolution procedures with respect to such
claims.
-10-
<PAGE>
On January 18, 1994, Prudential Securities agreed to the entry of a
Final Consent Order and a Parallel Consent Order by the Texas State
Securities Board. The firm also entered into a related Agreement with the
Texas State Securities Commissioner. The allegations against Prudential
Securities were that the firm had engaged in improper sales practices and
other improper conduct resulting in pecuniary losses and other harm to
investors residing in Texas with respect to purchases and sales of limited
partnership interests during the period of January 1, 1980 through December
31, 1990. Without admitting or denying the allegations, Prudential
Securities consented to a reprimand, agreed to cease and desist from further
violations, and to provide voluntary donations to the State of Texas in the
aggregate amount of $1,500,000. The firm agreed to suspend the creation of
new customer accounts, the general solicitation of new accounts, and the
offering for sale of securities in or from Prudential Securities' North
Dallas office, irrespective of the place of residence of such new customers,
during a period of twenty consecutive business days. Prudential Securities
further agreed to suspend the creation of new customer accounts, the general
solicitation of new customer accounts, and offering for sale of securities
into or from the State of Texas to any new customers, irrespective of the
place of residence of such new customers, during a period of five consecutive
business days. Prudential Securities also agreed to comply with the terms of
an Administrative Order entered by the U.S. Securities and Exchange
Commission on October 21, 1993 (as discussed above) and to institute training
programs for its securities salesmen in Texas.
On January 25, 1994, Prudential Securities agreed to the entry of a
Consent Order issued by the Banking Commissioner of the State of Connecticut,
Department of Banking ("Connecticut Banking Commissioner"). The allegations
against Prudential Securities were that from January 1992 through at least
July 1993, Prudential Securities employed investment adviser agents who
solicited investment advisory business in Connecticut without being
registered to do so. This conduct was found by the Connecticut Banking
Commissioner to be in violation of the Connecticut Uniform Securities Act
(the "Act") and in violation of the terms and conditions of a Stipulation and
Agreement entered into between the Connecticut Banking Commissioner and
Prudential Securities on February 20, 1992. It was further alleged with
respect to Prudential Securities' investment advisory business, that certain
Prudential Securities agents held themselves out to the public in Connecticut
under a business name other than Prudential Securities. Without admitting or
denying the allegations, Prudential Securities agreed to be censured by the
Department of Banking, to cease and desist from violation of the provisions
of the Act, and agreed to pay a civil penalty to the Department of Banking in
the amount of $150,000. Further, Prudential Securities agreed to be subject
to a period of administrative probation which will conclude upon Prudential
Securities' completion of certain remedial actions, including, but not
limited to, the following: (a) Prudential Securities shall review,
implement and maintain supervisory procedures designed to ensure its
compliance with the provisions of the Act; and (b) commencing on April 1,
1994 and continuing until April 1, 1996, Prudential Securities shall file
quarterly reports with the Securities and Business Investments Division of
the Department of Banking (the "Division") relating to its investment
advisory business. In addition, Prudential Securities has agreed to pay the
Department of Banking the cost of two or more examinations of any of its
offices by the Division, such amount not to exceed $10,000.
On March 10, 1994, Prudential Securities agreed to the entry of a
Consent Order issued by the State of Missouri, Commissioner of Securities.
The allegations against Prudential Securities were that the firm failed to
supervise a former registered representative, in violation of Missouri
securities laws. Without admitting or denying the allegations, Prudential
Securities agreed to the following: (a) to maintain and make available to the
Missouri Division of Securities all customer and regulatory complaints
concerning any Prudential Securities employee working in a branch located in
Missouri or any security sold by such employees; (b) beginning 30 days from
the date of the Consent Order and continuing for a period of three years, to
include at least one public service information piece selected by the
Commissioner of Securities in all of Prudential Securities' new account
packages mailed to Missouri residents; (c) for a period of three years from
the date of the Consent Order, to annually provide a notice to Prudential
Securities' Missouri customers which details the procedures for filing a
complaint with Prudential Securities and the applicable regulatory
authorities. In addition, Prudential Securities agreed to pay a fine in the
amount of $175,000.
-11-
<PAGE>
On June 8, 1994, the Business Conduct Committee of the New York
Mercantile Exchange ("NYMEX" or "Exchange") accepted an Offer of Settlement
submitted by Prudential Securities concerning allegations that Prudential
Securities violated NYMEX rules regarding pre-arranged trades and wash
trades. Without admitting or denying the allegations, Prudential Securities
consented to a finding by the Exchange that it had violated NYMEX Rule
8.55(A)(18) relating to conduct substantially detrimental to the interest of
the welfare of the Exchange; agreed to cease and desist from future
violations of Rule 8.55; and agreed to pay a fine in the amount of $20,000.
On September 19, 1994, Prudential Securities consented to the entry
of an Agreement and Order issued by the State of Idaho, Department of
Finance, Securities Bureau (the "Idaho"). The allegations against Prudential
Securities were that the firm failed to supervise certain employees in
connection with securities and options trading activities entered into on
behalf of Idaho clients, in violation of the Idaho Securities Act . It was
further alleged that Prudential Securities failed to amend the Forms U-4 for
certain employees. Prudential Securities agreed to a number of sanctions and
remedial measures including, but not limited to, the following: (a) to
install a new branch manager in the Prudential Securities Boise branch
office, who is to function in a supervisory capacity only; (b) to designate
a regional quality review officer to review all securities options accounts
and options trading activities of Idaho customers in three Prudential
Securities offices; (c) to implement procedures reasonably designed to ensure
compliance with regulations concerning the timely delivery of prospectuses;
and (d) to cooperate in Idaho's ongoing investigation and to comply with all
provisions of the Act. In addition, Prudential Securities has agreed to pay
a fine to the State of Idaho in the amount of $300,000. In addition,
Prudential Securities has voluntarily reimbursed certain customers for losses
suffered in their accounts in the amount of $797,518.49.
On October 27, 1994, Prudential Securities and Prudential
Securities Group entered into an agreement with the Office of the United
States Attorney for the Southern District of New York (the "U.S. Attorney")
deferring prosecution of charges contained in a criminal complaint. The
complaint alleged that Prudential Securities committed fraud in connection
with the sale of certain oil and gas limited partnership interests between
1983 and 1990 in violation of federal securities laws. The agreement
requires that Prudential Securities deposit an additional $330,000,000 into
an account established by the Securities and Exchange Commission to pay
restitution to the investors who purchased the oil and gas partnership
interests. Prudential Securities further agreed to appoint a mutually
acceptable outsider to sit on the Board of Directors of Prudential Securities
Group and the Compliance Committee of Prudential Securities. The outside
director will serve as an "ombudsman" whom Prudential Securities' employees
can contact anonymously with complaints about ethics or compliance.
Prudential Securities will report any allegations or instances of criminal
conduct and material improprieties to the new director. The new director will
submit compliance reports of his findings every three months for a three year
period. If, upon completion of a three-year period, Prudential Securities
has complied with the terms of the agreement then the government will not
pursue the charges in the complaint. If Prudential Securities does not
comply with the agreement then the government may elect to pursue the charges.
On June 19, 1995, Prudential Securities entered into a settlement
with the Commodity Futures Trading Commission ("CFTC")in which, without
admitting or denying the allegations of the complaint, Prudential Securities
consented to findings by the CFTC of certain recordkeeping violations and
failure to supervise in connection with the commodity trading activities, in
1990 and early 1991, of a former broker of Prudential Securities. Pursuant
to the settlement, Prudential Securities agreed to (i) pay a civil penalty of
$725,000, (ii) the entry of a cease and desist order with respect to the
violations charged, and (iii) an undertaking directing the Prudential
Securities' Compliance Committee directing that a review of certain of the
firm's commodity compliance and supervisory policies and procedures be
conducted and a report be submitted to the CFTC, as well as a report to the
CFTC on the actions taken as a result of the review.
On February 29, 1996, the State of New Mexico Securities Division
issued a final order, subject to a settlement whereby Prudential Securities
neither admitted nor denied any allegations that Prudential Securities failed
to supervise two former employees and a Branch Office Manager of its Phoenix
branch. The allegations included misrepresentation, fraud, unsuitability,
-12-
<PAGE>
failure to properly register and failure to report a suspected forgery.
Prudential Securities consented to the imposition of a censure and paid a
fine in the amount of $15,000 and investigative fees in the amount of $2,000.
Stemming from final settlement agreements and consent orders in a
United States District Court for the Southern District of Florida, on
December 10, 1996, the Department of Labor ("DOL") issued a final order
imposing a statutory civil penalty against Prudential Securities in the
amount of $61,250. The DOL assessed the above referenced automatic penalty
under ERISA section 502(l) based upon allegations that Prudential Securities
acted as a fiduciary under ERISA with respect to the Metacor, Inc. Profit
Sharing and Retirement Savings Plan and knowingly facilitated certain
transfers of funds out of the Plan's account to a corporate account that
Metacor maintained in one or more banks. Prudential Securities neither
admitted nor denied the DOL's allegations.
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.
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<PAGE>
EXHIBIT V
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 III "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.
<TABLE>
<CAPTION>
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 RETURN YEAR RATE OF RETURN YEAR RATE OF RETURN
<S> <C> <C> <C> <C> <C>
1998 1.08% 1998 (9.83)% 1998 4.64%
1997 11.51 1997 18.65 1997 11.76
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
</TABLE>
PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS.
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<PAGE>
<TABLE>
<CAPTION>
MILLBURN GLOBAL MILLBURN CURRENCY MRC CURRENCY
MARKETS PORTFOLIO L.P. FUND L.P. PARTNERS L.P.
(DIVERSIFIED; PRIVATELY OFFERED) (CURRENCIES ONLY; (CURRENCIES ONLY;
PRIVATELY OFFERED) PRIVATELY OFFERED)
ANNUAL ANNUAL ANNUAL
YEAR RATE OF RETURN YEAR RATE OF RETURN YEAR RATE OF RETURN
<S> <C> <C> <C> <C> <C>
1998 1.57% 1998 (7.03)%
1997 13.59 1997 20.13 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)
<TABLE>
<CAPTION>
ANNUAL
YEAR RATES OF RETURN
<S> <C>
1998 10.50%
1997 11.87
1996 17.43
1995 36.25
</TABLE>
________________________
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, OTHER THAN THE MILLBURN WORLD
RESOURCE FUND L.P., 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.
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<PAGE>
ACKNOWLEDGMENT OF RECEIPT OF THE
MILLBURN WORLD RESOURCE TRUST SUPPLEMENT
DATED JANUARY 25, 1999 TO THE PROSPECTUS
AND DISCLOSURE DOCUMENT DATED MAY 13, 1998
The undersigned hereby acknowledges that the undersigned has received a
copy of The Millburn World Resource Trust Supplement dated January 25, 1999
to the Prospectus and Disclosure Document dated May 13, 1998.
INDIVIDUAL SUBSCRIBERS: ENTITY SUBSCRIBERS:
_________________________________ ________________________
(Name of Entity)
_________________________________ By:_____________________
Signature of Subscriber(s) Title:__________________
(Trustee, partner or
Dated: ___________, 19___ authorized officer)
Dated: ____________,19___
