**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

 

**Washington, D.C. 20549**

 

**FORM 10-K**

 

**ý****  Annual Report Pursuant to Section 13 or15(d)of the Securities Exchange Act of 1934**

**For the Fiscal Year Ended:  December 31, 2002**

 

**or**

** **

**o****  Transition Report Pursuant to Section 13 or15(d)of the Securities Exchange Act of 1934**

** **

**Commission File Number:  0-26932**

 

**THE MILLBURN WORLD RESOURCE TRUST**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                                                                     |             | **06-6415-583**                       |
|------------------------------------------------------------------------------------------------------------------|------------------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization)                                                  |             | (I.R.S. Employer  Identification No.) |
|                                                                                                             |             |                                  |
| **c/o MILLBURN RIDGEFIELD CORPORATION  411 West Putnam Avenue  Greenwich, Connecticut  06830**         |
| (Address of principal executive offices)                                                                         |
|                                                                                                             |
| Registrant’s telephone number, including area code:   **(203) 625-7554**                |
|                                                                                                             |
| Securities  registered pursuant to Section 12(b) of the Act:   **None**                      |
|                                                                                                             |             |
| Securities  registered pursuant to Section 12(g) of the Act:   Units  of Beneficial Interest |
|                                                                                                             | (Title of Class) |
|                                                                                                                  |                  |                                       |  |

 

Indicate by check mark whetherthe registrant (1) filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.

 

Yes  ý                        No  o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulations S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.  o

 

Indicate by check mark whetherthe registrant is an accelerated filer (defined in Rule 12b of the Act).

 

Yes  o                        No  ý

 

Aggregate market value of thevoting and non-voting common equity held by non-affiliates as of June 30, 2002:$22,610,242

 

Documents Incorporated by Reference

 

Registrant’s FinancialStatements for the Years ended December 31, 2002, 2001 and 2000 with Report ofIndependent Auditors, the annual report to security holders for the fiscal yearended December 31, 2002, is incorporated by reference into Part II item 8 andPart IV hereof and filed as an exhibit herewith.

 

 

----

 

PART I

 

Item 1.   Business

 

(a)   General development of business

 

The MillburnWorld Resource Trust (the “Trust”) is a business trust organized June 7, 1995pursuant to a Declaration of Trust and Trust Agreement (the “Trust Agreement”),under the Delaware Business Trust Act. Between July 12, 1995 and September 11, 1995 (the “Initial Offering”),units of beneficial interest in the Trust (the “Units”) were publicly offeredat an initial price of $1,000 per Unit. The proceeds of the Initial Offering and interest thereon were held inescrow until September 13, 1995 at which time an aggregate of $15,141,664 wasturned over to the Trust and the Trust commenced operations.  The Trust most recently offered Units duringJanuary 2002 and, as of December 31, 2002, Units were not being offered.  The offering is registered under theSecurities Act of 1933, as amended.  UBSPaineWebber Inc. acts as principal selling agent on a best efforts basis.  A total of $98,280,140 of  Units have been sold to the public as ofDecember 31, 2002.

 

The Trust engages in speculative trading in the futures, options andforward markets.

 

Millburn Ridgefield Corporation (the “Managing Owner”), a Delawarecorporation, is the managing owner and the commodity trading advisor for theTrust.  The Managing Owner invested $400in the Trust as an initial capital contribution to the Trust and $155,005 inthe Trust at the outset of trading and subsequently has contributed anadditional $417,000 as of December 31, 2002. After reflecting a net gain of $175,804 and profit share of $0, thisinvestment totaled (after deductions for redemptions) $576,320, as ofDecember 31, 2002.

 

(b)   Financial information about industry segments

 

The Trust’s business constitutes only one segment, i.e., a speculativecommodity pool.  The Trust does notengage in sales of goods and services.

 

(c)   Narrative description of business

 

The Trust engages in the speculative trading of futures, options onfutures and forward contracts.  TheTrust’s sole trading advisor is the Managing Owner.  The Managing Owner trades the Trust’s assets in the agricultural,metals, energy, interest rate and stock indices futures and futures optionsmarkets and in the currency markets, trading primarily forward contracts in theinterbank market.  Pursuant to the TrustAgreement, the Managing Owner receives a flat-rate monthly brokerage fee equalto 0.75 of 1% of the month-end Net Assets (a 9.0% annual rate). The ManagingOwner retains the right to charge less than the annual brokerage rate of 9% tothose subscribers who either invest $1,000,000 or more in the Units orsubscribe without incurring the selling commission paid by the ManagingOwner.  The Managing Owner also receivesa profit share equal to 17.5% of any new trading profit as defined, determinedas of the end of each calendar quarter. The quarterly profit share is calculated net of brokerage fees andadministrative expenses and excluding interest income.

 

Prudential Securities Incorporated and UBS PaineWebber Inc. (the“Brokers”) act as the primary futures brokers for the Trust.  The Trust executes currency forward tradeswith Prudential Securities Incorporated. The Trust pays “bid asked” spreads on its forward trades, as such spreadsare incorporated into the pricing of forward contracts.  The Managing Owner monitors the Trust’strades to ensure that the prices it receives are competitive.

 

The Trust’s organizational and initial offering costs, $600,000, wereadvanced by the Managing Owner, for which it was reimbursed by the Trust in 24equal monthly installments.  Thereimbursement of these costs was completed in the year ended December 31,1997.  The Trust pays its administrativeexpenses, including offering costs, and any extraordinary expenses which it mayincur.

 

The Trust is open-ended and may offer Units at net asset value as ofthe first day of each month, although it is not currently doing so.  Unitholders may redeem any or all of theirUnits upon business 10 days’ written notice to the Managing Owner at theirnet asset value as of the last day of any month.  Units redeemed on or prior to the end

 

2

----

 

of the first and secondsuccessive six-month periods after their sale will pay a redemption charge of4% and 3%, respectively, of the net asset value at which they are redeemed (3%and 2%, respectively, in the case of subscriptions for $1,000,000 ormore).  These redemption charges arepaid to the Managing Owner.  Requests forredemption will be honored and payment will be made, except in the event of highlyunusual market disruptions, within 15 business days of the effective date ofredemption.

 

The Trust’s assets not deposited as margin are maintained, unlessapplicable foreign regulations require otherwise, only in instrumentsauthorized by the CFTC for the investment of “customer segregated funds.”

 

Regulation

 

Under the Commodity Exchange Act, as amended (the “CEA”), commodityexchanges and futures trading are subject to regulation by the CommodityFutures Trading Commission (the “CFTC”). National Futures Association (“NFA”), a “registered futures association”under the CEA, is the only non-exchange self-regulatory organization forfutures industry professionals.  TheCFTC has delegated to NFA responsibility for the registration of “commoditytrading advisors,” “commodity pool operators,” “futures commission merchants,”“introducing brokers” and their respective associated persons and “floorbrokers” and “floor traders.”  The CEArequires commodity pool operators and commodity trading advisors, such as theManaging Owner, and commodity brokers or futures commission merchants, such asthe Brokers, to be registered and to comply with various reporting and recordkeeping requirements.  The CFTC maysuspend a commodity pool operator’s or trading advisor’s registration if itfinds that its trading practices tend to disrupt orderly market conditions orin certain other situations.  In theevent that the registration of the Managing Owner as a commodity pool operatoror a commodity trading advisor were terminated or suspended, the Managing Ownerwould be unable to continue to manage the business of the Trust.  Should the Managing Owner’s registration besuspended, termination of the Trust might result.

 

As members of NFA, the Managing Owner and the Brokers are subject toNFA standards relating to fair trade practices, financial condition andcustomer protection.  As theself-regulatory body of the futures industry, NFA promulgates rules governingthe conduct of futures industry professionals and disciplines thoseprofessionals which do not comply with such standards.

 

In addition to such registration requirements, the CFTC and certaincommodity exchanges have established limits on the maximum net long or netshort position which any person may hold or control in particularcommodities.  Most exchanges also limitthe changes in futures contract prices that may occur during a single tradingday.   Currency forward contracts arenot subject to regulation by any United States Government agency.

 

(i)   through (xii) - not applicable.

 

(xiii)   the Trust has no employees.

 

(d)   Financial information about geographic areas

 

The Trust does not engage in material operations in foreign countries(although it does trade from the United States in foreign currency forwardcontracts and on foreign futures exchanges), nor is a material portion of itsrevenues derived from foreign customers.

 

(e)   Available information

 

Not applicable.  The Trust isnot an accelerated filer.

 

Item 2.   Properties

 

The Trust does not own or use any physical properties in the conductof  its business.  The Managing Owner or an affiliate performall administrative services for the Trust from their offices.

 

3

----

 

Item 3.   Legal Proceedings

 

The Managing Owner is not aware of any pending legal proceedings towhich either the Trust is a party or to which any of  its assets are subject. In addition there are no pending material legal proceedings involvingthe Managing Owner.

 

Item 4.   Submission of Matters to a Vote of SecurityHolders

 

None.

 

PART II

 

Item 5.   Market for the Registrant’s Common Equity andRelated Stockholder Matters

 

(a)   Market Information.

 

There is no trading market for the Units, and none is likely todevelop.  Units may be redeemed upon  business 10 days’ written notice to theManaging Owner at their net asset value as of the last day of any month,subject to certain early redemption charges.

 

(b)   Holders.

 

As of December 31, 2002, there were 953 holders of Units.

 

(c)   Dividends.

 

No distributions or dividends have been made on the Units, and theManaging Owner has no present intention to make any.

 

(d)   Securities Authorized for Issuance Under EquityCompensation Plans

 

None.

 

(e)   Recent Sales of Unregistered Securities; Use ofProceeds from Registered Securities.

 

Registrant has made no sales of unregistered securities within the pastthree years.

 

Reg. S-K Item  701(f)

 

(1)   The use of proceedsinformation is being disclosed for Registration Statement No. 33-90756 declaredeffective on July 12, 1995 and Registration Statement No. 333-50209, filedpursuant to Rule 429 under the Securities Act of 1933, declared effective May18, 1998.

 

(4)(iv)   For the account of theissuer, the amount of Units sold as of December 31, 2002 is $98,280,140, andthe aggregate offering price of the amount sold as of December 31, 2002 is$98,280,140.

 

(vi)   The net offering proceedsto the issuer totaled $98,280,140.

 

(vii)   From the effective date of the RegistrationStatements to December 31, 2002, the amount of net offering proceeds to theissuer for commodity futures and forward trading totaled $98,280,140.

 

4

----

 

Item 6.   Selected Financial Data

 

The following is a summary of operations for the fiscal years 2002,2001, 2000, 1999 and 1998, and total assets of the Trust at December 31, 2002,2001, 2000, 1999 and 1998.  The Trustcommenced trading operations on September 13, 1995.

 
|                                                    |   | **For the  Year Ended  December 31, 2002** |       | **For the  Year Ended  December 31, 2001** |   | **For the  Year Ended  December 31, 2000** |   | **For the  Year Ended  December 31, 1999** |       | **For the  Year Ended  December 31, 1998** |   |
|---------------------------------------------------------|--------|--------------------------------------------|------------|--------------------------------------------|--------|--------------------------------------------|--------|--------------------------------------------|------------|--------------------------------------------|--------|
| Revenue:                                                |   |                                       |       |                                       |   |                                       |   |                                       |       |                                       |   |
| Total net realized and  unrealized gains (losses)* |   | $                                          | 5,309,031  |                                       | $      | (2,138,120                                 | )      | $                                          | 1,021,419  |                                       | $      | (3,483,405 | ) | $ | 6,436,716 |   |
| Interest income                                         |   | 469,289                                    |       | 1,467,711                                  |   | 2,037,153                                  |   | 3,026,673                                  |       | 3,810,781                                  |   |
|                                                    |   |                                       |       |                                       |   |                                       |   |                                       |       |                                       |   |
| Expenses:                                               |   |                                       |       |                                       |   |                                       |   |                                       |       |                                       |   |
| Profit share                                            |   | —                                     |       | —                                     |   | —                                     |   | —                                     |       | —                                     |   |
| Administrative expenses                                 |   | 106,135                                    |       | 265,562                                    |   | 297,751                                    |   | 389,267                                    |       | 581,101                                    |   |
| Brokerage Commissions                                   |   | 2,041,313                                  |       | 2,629,963                                  |   | 3,298,836                                  |   | 5,496,697                                  |       | 6,057,327                                  |   |
|                                                    |   |                                       |       |                                       |   |                                       |   |                                       |       |                                       |   |
| Net Income (loss)                                       |   | $                                          | 3,630,872  |                                       | $      | (3,565,934                                 | )      | $                                          | (538,015   | )                                          | $      | (6,342,696 | ) | $ | 3,609,069 |   |
|                                                    |   |                                       |       |                                       |   |                                       |   |                                       |       |                                       |   |
| Total assets                                            |   | $                                          | 21,381,228 |                                       | $      | 26,592,238                                 |   | $                                          | 36,609,165 |                                       | $      | 53,150,824 |   | $ | 76,437,649 |   |
| Total Unitholders’ capital                         |   | $                                          | 20,303,891 |                                       | $      | 24,822,541                                 |   | $                                          | 33,288,797 |                                       | $      | 49,635,958 |   | $ | 72,947,006 |   |
| Net asset value per Unit                                |   | $                                          | 1,164.79   |                                       | $      | 998.22                                     |   | $                                          | 1,135.68   |                                       | $      | 1,109.88 |   | $ | 1,234.38 |   |
| Increase in net asset value per Unit                    |   | $                                          | 166.57     |                                       | $      | (137.46                                    | )      | $                                          | 25.80      |                                       | $      | (124.50 | ) | $ | 51.95 |   |

 

----

*        From trading of futures and forward contracts,foreign exchange transactions and U.S. Treasury obligations

 

5

----

 

Item 7.   Management’s Discussion and Analysis of FinancialCondition and Results of Operations

 

Reference is made to “Item 6.  SelectedFinancial Data” and “Item 8.  FinancialStatements and Supplementary Data.” The information contained therein is essential to, and should be read inconjunction with, the following analysis.

 

Capital Resources

 

Units may be offered for sale as of the beginning, and may be redeemedas of the end, of each month.  Units arenot, however, currently being offered.

 

The amount of capital raised for the Trust should not have asignificant impact on its operations, as the Trust has no significant capitalexpenditure or working capital requirements other than for monies to paytrading losses, brokerage commissions and charges.  Within broad ranges of capitalization, the Managing Owner’strading positions should increase or decrease in approximate proportion to thesize of the Trust.

 

The Trust raises additional capital only through the sale of Units andtrading profits (if any) and does not engage in borrowing.

 

The Trust trades futures, options and forward contracts on interestrates, commodities, currencies, metals, energy and stock indices.  Risk arises from changes in the value ofthese contracts (market risk) and the potential inability of counterparties orbrokers to perform under the terms of their contracts (credit risk).  Market risk is generally to be measured bythe face amount of the futures positions acquired and the volatility of themarkets traded.  The credit risk fromcounterparty non-performance associated with these instruments is the netunrealized gain, if any, on these positions. The risks associated with exchange-traded contracts are generallyperceived to be less than those associated with over-the-counter transactions,because exchanges typically (but not universally) provide clearinghousearrangements in which the collective credit (in some cases limited in amount,in some cases not) of the members of the exchange is pledged to support thefinancial integrity of the exchange.  Inover-the-counter transactions, on the other hand, traders must rely solely onthe credit of their respective individual counterparties.  Margins which may be subject to loss in theevent of a default, are generally required in exchange trading, andcounterparties may require margin in the over-the-counter markets.

 

The Managing Owner has procedures in place to control market risk,although there can be no assurance that they will, in fact, succeed in doingso.  These procedures primarily focus on(1) real time monitoring of open positions; (2) diversifying positionsamong various markets; (3) limiting the assets committed as margin,generally within a range of 15% to 35% of an account’s Net Assets at exchangeminimum margins, (including imputed margins on forward positions) although theamount committed to margin at any time may be substantially higher;(4) prohibiting pyramiding (that is, using unrealized profits in aparticular market as margin for additional positions in the same market); and(5) changing the equity utilized for trading by an account solely on acontrolled periodic basis rather than as an automatic consequence of anincrease in equity resulting from trading profits.  The Trust controls credit risk by dealing exclusively with large,well capitalized financial institutions, such as the Brokers, as brokers andcounterparties.

 

Due to the nature of the Trust’s business, substantially all its assetsare represented by cash and United States government obligations, while theTrust maintains its market exposure through open futures and forward contractpositions.

 

The Trust’s futures contracts are settled by offset and are cleared bythe exchange clearinghouse function. Open futures positions are marked to market each trading day and theTrust’s trading accounts are debited or credited accordingly.  Options on futures contracts are settledeither by offset or by exercise.  If anoption on a future is exercised, the Trust is assigned a position in theunderlying future which is then settled by offset.  The Trust’s spot and forward currency transactions conducted inthe interbank market are settled by netting offsetting positions held with thesame counterparty; net positions are then settled by entering into offsettingpositions and by cash payments.

 

6

----

 

Liquidity

 

The Trust’s assets are generally held as cash or cash equivalents whichare used to margin the Trust’s futures positions and withdrawn, as necessary,to pay redemptions and expenses.  Otherthan potential market-imposed limitations on liquidity, due, for example, to daily price fluctuationlimits, which are inherent in the Trust’s futures and forward trading, theTrust’s assets are highly liquid and are expected to remain so.  During its operations through December 31,2002, the Trust experienced no meaningful periods of illiquidity in any of thenumerous markets traded by the Managing Owner.

 

Results of Operations

* *

*Performance Summary*

 

The Trust’s success depends on the Managing Owner’s ability to recognizeand capitalize on trends and other profit opportunities in different sectors ofthe world economy.  The Managing Owner’strading methods are confidential, so that substantially the only informationthat can be furnished regarding the Trust’s results of operations is itsperformance record.  Unlike mostoperating businesses, general economic or seasonal conditions have no directeffect on the profit potential of the Trust, while, at the same time, its pastperformance is not necessarily indicative of future results.  Because of the speculative nature of itstrading, operational or economic trends have little relevance to the Trust’sresults.  The Managing Owner believes,however, that there are certain market conditions — for example, markets withstrong price trends — in which the Trust has a better opportunity of beingprofitable than in others.

* *

*2002*

 

During 2002, the Trust achieved net gains of  $5,309,031 from trading operations (including foreign exchangetransactions and translations). Brokerage fees of $2,041,313 were paid or accrued.  The Trust paid no profit share.  Interest income of $469,289 partially offsetthe Trust’s expenses resulting in a net gain (inclusive of administrativeexpenses) of $3,630,872 and a 16.69% increase in the Net Asset Value per Unit.

 

The Trust’s interest rate trading and currency trading were highlyprofitable.  Stock index and energytrading were also fractionally profitable, while trading of agriculturalcommodities and metals produced losses.

 

Sluggish worldwide economic activity, the continuing plunge of stockprices and the flight to safety and quality prompted by geopoliticaluncertainties triggered large, persistent capital flows into government bills,notes and bonds worldwide.  Accordingly,the Trust’s long positions in U.S., European, and Japanese interest ratefutures generated sizable gains.  The U.S. dollar weakened during 2002 as market participants came to doubt thelikelihood of economic recovery in America. Hence, the capital inflows that had supported the dollar, despiteAmerica’s huge current account deficit, shrank and reversed.  As a result, the Trust’s short dollarpositions relative to the euro and Swiss franc were very profitable.  A short dollar/long South African randposition was also profitable as gold prices were boosted by safe havenbuying.  The Trust’s Equity trading wasmoderately profitable due to short positions in German and U.S. equity futures,and the Trust’s long energy positions were slightly profitable as prices gainedin the wake of Middle Eastern turmoil, particularly near year-end.  Despite strong profits from long goldpositions, the Trust’s metals trading lost money as non-precious metals pricesfluctuated erratically, and in the agricultural sector, losses from tradingsugar and cotton outweighed gains from trading corn.

* *

*2001*

 

During 2001, the Trust suffered net losses of $2,138,120 from tradingoperations (including foreign exchange transactions and translations).  Brokerage fees of $2,629,963 were paid oraccrued.  The Trust paid no profitshare.  Interest income of $1,467,711partially offset the Trust’s expenses resulting in a net loss (inclusive ofadministrative expenses) of $3,565,934 and a 12.10% decrease in the Net AssetValue per Unit.

 

Energy prices were highly volatile throughout the year, buffeted by theconflicting influences of slowing worldwide growth on the one hand, and OPEC’seffort to support oil prices and Middle-East turmoil on the other.

 

7

----

 

Consequently, the Trustsuffered losses on both long and short positions in crude oil trading mostparticularly, but also from trading of heating oil, London gas oil, unleadedgasoline, and natural gas.  Volatilityalso characterized price action in soft and agricultural commodities, resultingin losses from sugar, corn, wheat, and coffee trading.  In contrast, a short cotton trade produced asizable gain.

 

A long position in short-term eurodollar interest rates futures thatpersisted throughout the year was highly profitable in response to thecontinuous easing of monetary policy by the Federal Reserve.  A long position in 10-year German bondfutures was also profitable for most of 2001. These gains were partially offset by losses sustained trading with bothlong and short positions in Japanese government bond futures, which werevolatile without trend.  In currencytrading, a long U.S. dollar position against the Japanese yen was veryprofitable.  Meanwhile, trading of thedollar/euro and dollar/Canadian dollar exchange rates generated losses.  Also, trading the euro versus the Britishpound and Norwegian krona produced losses. Short German and Japanese stock index futures positions were quiteprofitable during the past year.  Inaddition, both long and short positions in Hong Kong equity index futures wereprofitable.  Finally, in metals, gainsfrom trading aluminum, copper and zinc futures were only partially offset bylosses from trading gold futures.

* *

*2000*

 

During 2000, the Trust achieved net gains of $1,021,419 from tradingoperations (including foreign exchange transactions and translations).  Brokerage fees of $3,298,836 were paid oraccrued.  The Trust paid no profitshare.  Interest income of $2,037,153partially offset the Trust’s expenses resulting in a net loss (inclusive ofadministrative expenses) of $538,015. However, due to the timing of redemptions of the Trust’s Units inrelation to the fluctuating values of the Trust’s investments, the Net AssetValue of a Unit increased $25.80 or 2.3%.

 

The trading environmentin all market segments, with the sole exception of energy, was extremelydifficult for the first three-quarters of 2000.  In the fourth quarter,however, the market environment improved significantly, and five market sectorswere profitable, two sectors had a zero result for the quarter, and the othertwo sectors had only fractional losses. On balance, a persistent uptrend in energy prices during 2000 generatedprofits across the board, with gains accruing from trading of crude oil,heating oil, London gas oil, natural gas and unleaded gasoline.  Interest rate trading was also profitablethanks to a strong fourth quarter uptrend in futures prices.  Gains from U.S. and German interest ratepositions led the way, while losses resulted from trading Japanese and U.K.instruments.  Currency trading was alsoprofitable due to a fourth quarter rebound.  Long dollar positions versus the Euro and Thai Bhat were the leading gainersfor 2000, while trading of the Euro versus the Yen, Norwegian Krona, and poundsterling generated losses.  Persistentnon-directional volatility plagued equity, metals and agricultural futurestrading.  In the equity sector, HongKong and Japanese futures produced the largest losses.  Trading in copper, aluminum, zinc and goldresulted in losses.  Profits from sugartrading were overwhelmed by losses from cotton and wheat trading, inparticular.

 

Item 7A.  Quantitative andQualitative Disclosures About Market Risk

 

Not required.  The Trust is asmall business issuer.

 

Item 8.   Financial Statements and Supplementary Data

 

Financial statements required by this item, including the report ofErnst & Young LLP, are included as Exhibit 13.01 to this report.  The report of PricewaterhouseCoopers LLP isincorporated herein by reference from the Trust’s Annual Report on Form 10-Kfor the fiscal year ended December 31, 2001 and is filed as Exhibit 13.02herewith.

 

8

----

 

The followingsummarized quarterly financial information presents the results of operationsfor the three month periods ended March 31, June 30, September 30 and December31, 2002 and 2001.  This information hasnot been audited.

 
|                       |   | **4th  Quarter  2002** |   | **3rd  Quarter  2002** |   | **2nd  Quarter  2002** |   | **1st  Quarter  2002** |   |
|----------------------------|--------|------------------------|--------|------------------------|--------|------------------------|--------|------------------------|--------|
| Income:                    |   | (1,167,077             | )      | 4,182,499              |   | 2,773,083              |   | (10,185                | )      |
| Expenses:                  |   | (496,107               | )      | (564,323               | )      | (524,473               | )      | (562,545               | )      |
| Net Income (Loss):         |   | (1,663,184             | )      | 3,618,176              |   | 2,248,610              |   | (572,730               | )      |
| Net Income (Loss) per Unit |   | (80.11                 | )      | 171.80                 |   | 98.34                  |   | (23.46                 | )      |

 
|                       |   | **4th  Quarter  2001** |     | **3rd  Quarter  2001** |   | **2nd  Quarter  2001** |   | **1st  Quarter  2001** |       |
|----------------------------|--------|------------------------|----------|------------------------|--------|------------------------|--------|------------------------|------------|
| Income:                    |   | $                      | (769,181 | )                      | $      | (968,386               | )      | $                      | (1,692,698 | ) | $ | 2,759,856 |   |
| Expenses:                  |   | 631,701                |     | 692,158                |   | 762,482                |   | 809,184                |       |
| Net Income (Loss):         |   | (1,400,882             | )        | (1,660,544             | )      | (2,455,180             | )      | 1,950,672              |       |
| Net Income (Loss) per Unit |   | (54.14                 | )        | (61.95                 | )      | (87.30                 | )      | 65.93                  |       |
|                            |        |                        |          |                        |        |                        |        |                        |            |  |  |  |  |

 

There were no extraordinary, unusual or infrequently occurring itemsrecognized in any quarter within the two most recent fiscal years, and theTrust has not disposed of any segments of its business.  There have been no year-end adjustments thatare material to the results of any fiscal quarter reported above.

 

Item 9.   Changes in and Disagreements with Accountantson Accounting and Financial Disclosure

 

On November 27, 2002, the Board of Directors of the Managing Owner dismissedPricewaterhouseCoopers LLP as its independent auditor for the Trust andapproved the engagement of Ernst & Young LLP as independent auditors forthe Trust.

 

The disclosure called for by paragraph (a) of Item 304 of Reg. S-K waspreviously reported on Registrant’s current report on Form 8-K filed December3, 2002.  There were no disagreementswith PricewaterhouseCoopers LLP regarding accounting principles or practices,financial statement disclosure or audit scope or procedure.

 

PART III

 

Item 10.   Directors and Executive Officers of the Registrant

 

(a,b)  Identification ofDirectors and Executive Officers

 

The Trust has no directors or executive officers.  The Trust is controlled and managed by theManaging Owner under a delegation of authority by the Trust’s Trustee,Wilmington Trust Company.

 

Millburn Ridgefield Corporation, the Managing Owner, is a Delaware corporation organized in May 1982 tomanage discretionary accounts in futures and forward markets.  It is the corporate successor to a futurestrading and advisory organization which has been continuously managing assetsin the currency and futures markets using quantitative, systematic techniquessince 1971.

 

The principals and senior officers of Millburn Ridgefield Corporationas of December 31, 2002 are as follows:

 

Harvey Beker, age 49.  Mr. Beker is Co-Chief ExecutiveOfficer and Co-Chairman of the Managing Owner and The Millburn Corporation, anda partner of ShareInVest Research L.P. He received a Bachelor of Arts degree in economics from New YorkUniversity in 1974 and a Master of Business Administration degree in financefrom NYU in 1975.  From June 1975 toJuly 1977, Mr. Beker was employed by Loeb Rhoades, Inc. where he developed andtraded silver arbitrage strategies. From July 1977 to June 1978, Mr. Beker was a futures trader at Clayton

 

9

----

 

Brokerage Co. of St.Louis.  Mr. Beker has been employed byThe Millburn Corporation since June 1978. During his tenure at the Managing Owner, he has been instrumental in thedevelopment of the research, trading and operations areas.  Mr. Beker became a principal of the firm in1982.

 

George E. Crapple, age 58.  Mr. Crapple is Co-Chief ExecutiveOfficer and Co-Chairman of the Managing Owner and The Millburn Corporation anda partner of ShareInVest Research L.P. In 1966 he graduated with honors from the University of Wisconsin wherehis field of concentration was economics and he was elected to Phi Beta Kappa.  In 1969 he graduated from Harvard Law School,*magna cumlaude*, where he was a member of the Harvard Law Review.  He was a lawyer with Sidley & Austin,Chicago, Illinois, from 1969 until April 1, 1983, as a partner since 1975,specializing in commodities, securities, corporate and tax law.  He was first associated with the ManagingOwner in 1976 and joined the Managing Owner on April 1, 1983 on a full-time basis. Mr. Crapple is a Director, Member of the Executive Committee, Chairmanof the Appeals Committee and a former Chairman of the Eastern Regional BusinessConduct Committee of the NFA, past Chairman of the Managed Funds Associationand a member of the Technology Advisory Committee of the CFTC.

 

Gregg R. Buckbinder, age 44. Mr. Buckbinder is Senior Vice-President and Chief Operating Officer ofthe Managing Owner and The Millburn Corporation and a partner of ShareInVestResearch L.P.  He graduated *cum laude*from Pace University in 1980 with a B.B.A. in accounting and received an M.S.in taxation from Pace in 1988.  Hejoined the Managing Owner in January 1998 from Odyssey Partners, L.P. where hewas responsible for the operation, administration and accounting of the firm’smerchant banking and managed account businesses from mid-1990 through December1997.  Mr. Buckbinder was employed byTucker Anthony, a securities broker and dealer, from 1985 to 1990 where he wasFirst Vice President and Controller, and from 1983 to 1984 where he designedand implemented various operations and accounting systems.  He was with the public accounting firm ofErnst & Whinney from 1984 to 1985 as a manager in the tax department andfrom 1980 to 1983 as a senior auditor, with an emphasis on clients in thefinancial services business.  He is aCertified Public Accountant and a member of the American Institute of CertifiedPublic Accountants.

 

Mark B. Fitzsimmons, age 55.  Mr. Fitzsimmons is a SeniorVice-President of the Managing Owner and The Millburn Corporation and a partnerof ShareInVest Research L.P.  Hisresponsibilities include both marketing and investment strategy.  He graduated *summa cum laude* from theUniversity of Bridgeport, Connecticut in 1970 with a B.S. in economics.  His graduate work was done at the Universityof Virginia, where he received a certificate of candidacy for a Ph.D. ineconomics in 1973.  He joined theManaging Owner in January 1990 from Morgan Stanley & Co. Incorporated wherehe was a Principal and Manager of institutional foreign exchange sales and wasinvolved in strategic trading for the firm. From 1977 to 1987 he was with Chemical Bank New York Corporation, firstas a Senior Economist in Chemical’s Foreign Exchange Advisory Service and lateras a Vice-President and Manager of Chemical’s Corporate Trading Group.  While at Chemical he also traded bothforeign exchange and fixed income products. From 1973 to 1977 Mr. Fitzsimmons was employed by the Federal ReserveBank of New York, dividing his time between the International ResearchDepartment and the Foreign Exchange Department.

 

Barry Goodman, age 45*.* Mr. Goodman is Executive Vice-President, Director of Trading andCo-Director of Research of the Managing Owner and The Millburn Corporation anda partner of ShareInVest Research L.P. His responsibilities include overseeing the firm’s trading operation andmanaging its trading relationships, as well as the design and implementation oftrading systems.  He graduated *magna cumlaude* from Harpur College of the State University of New York in1979 with a B.A. in economics.  From1980 through late 1982 he was a commodity trader for E. F. Hutton & Co.,Inc.  At Hutton he also designed andmaintained various technical indicators and coordinated research projectspertaining to the futures markets.  Hejoined the Managing Owner in 1982 as Assistant Director of Trading.

 

Dennis B. Newton, age 51.  Mr.Newton is a Senior Vice-President of the Managing Owner and the MillburnCorporation.  His primaryresponsibilities are in administration and marketing.  Prior to joining the Managing Owner in September 1991, Mr. Newtonwas President of Phoenix Asset Management, Inc., a registered commodity pooloperator from April 1990 to August 1991. Prior to his employment with Phoenix, Mr. Newton was a Director ofManaged Futures with Prudential-Bache Securities Inc. from September 1987 toMarch 1990.  Mr. Newton joinedPrudential-Bache from Heinold Asset Management, Inc. where he was a member ofthe senior management team.  Heinold wasa pioneer and one of the largest sponsors of funds utilizing futures andcurrency forward trading.

 

10

----

 

Grant N. Smith, age 51.  Mr. Smith is ExecutiveVice-President and Co-Director of Research of the Managing Owner and TheMillburn Corporation and a partner of ShareInVest Research L.P.  He is responsible for the design, testingand implementation of quantitative trading strategies, as well as for planningand overseeing the computerized decision-support systems of the firm.  He received a B.S. degree from theMassachusetts Institute of Technology in 1974 and an M.S. degree from M.I.T. in1975.  While at M.I.T. he held severalteaching and research positions in the computer science field and participatedin various projects relating to database management.  He joined the Managing Owner in 1975.

 

(c)    Identification ofCertain Significant Employees

 

None.

 

(d)    Family Relationships

 

None.

 

(e)     Business Experience

 

See Item 10 (a,b) above.

 

(f)     Involvement inCertain Legal Proceedings

 

None.

 

(g)     Promoters and ControlPersons

 

The Managing Owner is the sole promoter and control person of theTrust.

 

(h)     Section 16(a)Beneficial Ownership Reporting Compliance

 

The Managing Owner filed its initial report on Form 3 after 10 daysafter the Trust became registered pursuant to Section 12 of the SecuritiesExchange Act of 1934.  The ManagingOwner has not owned and does not own any securities issued by the Trust, and,accordingly, the number of transactions not reported on a timely basis is zero.

 

George E. Crapple, Harvey Beker and Gregg R.Buckbinder, the principal executive officers and principal financial officer,respectively, of the Managing Owner are the officers and employees of theManaging Owner who perform policy making functions for the Trust.  Each of Messrs. Crapple, Beker andBuckbinder filed his initial report on Form 3 after 10 days after the Trustbecame registered under Section 12 of the Securities Exchange Act of 1934.  None of Messrs. Crapple, Beker andBuckbinder owns or has owned any securities issued by the Trust, and,accordingly, the number of transactions not reported on a timely basis byMessrs. Crapple, Beker and Buckbinder is zero.

 

Item 11.   Executive Compensation

 

The Trust has no directors or officers.  None of the directors or officers of the Managing Owner receive“other compensation” from the Trust. The Managing Owner makes all trading decisions on behalf of theTrust.  The Managing Owner receivesmonthly brokerage commissions of 0.75 of 1% of the Net Assets (which is reducedto 0.58 of 1% of Net Assets for Unitholders who invest more than $1 million inthe Trust) and a quarterly profit share of 17.5% of any new trading profit asdefined.

 

Item 12.   Security Ownership of Certain Beneficial Ownersand Management

 

(a)   Security Ownership of Certain Beneficial Owners

 

11

----

 

The Trustknows of one person who owns beneficially more than 5% of the Units asfollows:  

 
| **Name and Address** |   | **Number of  Units** |   | **Percentage  of Units** |   |
|----------------------|--------|----------------------|--------|--------------------------|--------|
| Jane Newbern         |   | 1,407.964            |   | 8.08                     | %      |
| 1206 Baxter Rd.      |   |                 |   |                     |   |
| Bremen, Georgia      |   |                 |   |                     |   |

 

All of the Trust’s managing owner interest is held by the ManagingOwner.

 

(b)   Security Ownership of Management

 

Under the terms of the Trust Agreement, the Trust’s affairs are managedby the Managing Owner, which has discretionary authority over the Trust’strading.  The Managing Owner’s managingowner interest was valued at $576,320 as of December 31, 2002, 2.76% ofthe Partnership’s total equity.

 

(c)   Changes in Control

 

None.

 

(d)   Securities Authorized for Issuance Under EquityCompensation Plans

 

None.

 

Item 13.   Certain Relationships and Related Transactions

 

See “Item 11.  Executive Compensation”and “Item 12.  Security Ownership ofCertain Beneficial Owners and Management.” The Trust allocated to the Managing Owner $2,041,313 in brokerage feesand $0 in profit share for the year ended December 31, 2002.  The ManagingOwners’ managing owner interest showed an allocation of gain of $175,804 forthe year ended December 31, 2002.  TheTrust is prohibited from making any loans.

 

Item 14.   Controls and Procedures

 

The Managing Owner, with the participation of the Managing Owner’sprincipal executive officers and principal financial officer, has evaluated theeffectiveness of the design and operation of its disclosure controls andprocedures with respect to the Trust within 90 days of the filing date of thisannual report, and, based on their evaluation, have concluded that thesedisclosure controls and procedures are effective.  There were no significant changes in the Managing Owner’sinternal controls with respect to the Trust or in other factors applicable tothe Trust that could significantly affect these controls subsequent to the dateof their evaluation.

 

PART IV

 

Item 15.   Exhibits, Financial Statement Schedules andReports on Form 8-K

 

(a)(1)   Financial Statements

 

The 2001 Report of Independent Accountants is incorporated herein byreference from the Trust’s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2001 and is filed as Exhibit 13.02 herewith.

 

The following are included with the 2002 Report of IndependentAccountants, a copy of which is filed herewith as Exhibit 13.01.

 

12

----

 
|   | Affirmation of Millburn Ridgefield Corporation                                               |
|--------|----------------------------------------------------------------------------------------------|
|   | Report of Independent Auditors                                                               |
|   | Statements of Financial Condition at  December 31, 2002 and 2001                             |
|   | Condensed Schedules of Investments at December 31, 2002 and 2001                             |
|   | Statements of Operations for the Years  ended December 31, 2002, 2001 and 2000               |
|   | Statements of Changes in Trust Capital for  the Years ended December 31, 2002, 2001 and 2000 |
|   | Statements of Financial Highlights for the  Years ended December 31, 2002, 2001 and 2000     |
|   | Notes to Financial Statements                                                                |

 

(a)(2)   Financial Statement Schedules

 

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

 

(a)(3)   Exhibits as required by Item 601 of Regulation S-K

 

The following exhibits are included herewith.

 
| **Designation** |   | **Description**                              |
|-----------------|--------|----------------------------------------------|
| 13.01           |   | 2002 Report of Independent Auditors          |
| 13.02           |   | 2001 Report of Independent Accountants       |
| 99.1            |   | Certification of Principal Executive Officer |
| 99.2            |   | Certification of Principal Executive Officer |
| 99.3            |   | Certification of Principal Financial Officer |

 

The following exhibits are incorporated by reference from Amendment No.1 to the Registration Statement (File No. 33-90756) filed on June 27, 1995 onForm S-1 under the Securities Act of 1933.

 
| 3.02  |   | Certificate of Trust of the Trust.                    |
|-------|--------|-------------------------------------------------------|
| 10.01 |   | Form of Subscription Agreement and Power of Attorney. |

 

The following exhibits are incorporated by reference fromPost-Effective Amendment No. 1 to the Registration Statement (File No.33-90756) filed on March 1, 1996 on Form S-1 under the Securities Act of 1933.

 
| 10.02    |   | Selling Agreement among the Trust, the Managing Owner and the  Principal Selling Agents (includes a form of Additional Selling Agent and  Correspondent Selling Agent Agreement). |
|----------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.03(a) |   | Customer Agreement among the Trust, the Managing Owner and a Principal  Selling Agent in its capacity as a futures commission merchant.                                           |
| 10.03(b) |   | Customer Agreement among the Trust, the Managing Owner and a  Principal Selling Agent in its capacity as a futures commission merchant.                                           |
| 10.04    |   | Escrow Agreement between the Trust and Chemical Bank, N.A.                                                                                                                        |

 

The followingexhibit is incorporated by reference from Post-Effective Amendment No. 5 to theRegistration Statement (File No. 33-90756) filed February 18, 1997 on Form S-1under the Securities Act of 1933.

 

13

----

 
| 3.01 |   | Amended and Restated Declaration of Trust and Trust Agreement |
|------|--------|---------------------------------------------------------------|

 

(b)   Reports on Form 8-K

 

On December 3, 2002, the Trust filed a Current Report on Form 8-K todisclose that on November 27, 2002 the Board of Directors of the Managing Ownerhad dismissed PricewaterhouseCoopers LLP as its independent auditor for theTrust and had approved the engagement of Ernst & Young LLP as independentauditors for the Trust.

 

14

----

 

SIGNATURES

 

Pursuant tothe requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized, on the 28th day ofMarch, 2003.

 
|   | THE MILLBURN WORLD RESOURCE TRUST |
|--------|-----------------------------------|
|   |                              |
|   | By:                               | Millburn Ridgefield Corporation,  Managing Owner |
|   |                              |   |
|   | By:                               | /s/ Harvey Beker |   |
|   |                              | Harvey Beker |
|   |                              | Co-Chief Executive Officer |

 

Pursuant tothe requirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the Managing Owner of theRegistrant in the capacities and on the date indicated.

 
| **Signature**           |   | **Title with  General Partner** |   | **Date**            |
|-------------------------|--------|--------------------------------------|--------|---------------------|
|                    |   |                                 |   |                |
| /s/ Harvey Beker        |   | Co-Chief                             |   | March 28, 2003 |
| Harvey Beker            |   | Executive Officer and Director       |   |                |
|                    |   | (Principal Executive Officer)        |   |                |
|                    |   |                                 |   |                |
| /s/ George E. Crapple   |   | Co-Chief Executive                   |   | March 28, 2003 |
| George E. Crapple       |   | Officer and Director                 |   |                |
|                    |   | (Principal Executive Officer)        |   |                |
|                    |   |                                 |   |                |
| /s/ Gregg R. Buckbinder |   | Senior Vice President                |   | March 28, 2003 |
| Gregg R. Buckbinder     |   | (Principal Financial Officer)        |   |                |
|                    |   |                                 |   |                |
| /s/ Tod A. Tanis        |   | Vice President                       |   | March 28, 2003 |
| Tod A. Tanis            |   | (Principal Accounting Officer)       |   |                |

 

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

 
| Millburn Ridgefield Corporation |
|---------------------------------|
| Managing Owner of Registrant    |
| March 28, 2003                  |
|                            |   |
| By                              | /s/ Harvey Beker |   |
|                            | Harvey Beker |
|                            | Co-Chief Executive Officer |

 

15

----

 

CERTIFICATION OF PRINCIPALEXECUTIVE OFFICER

 

I, George E. Crapple, Co-ChiefExecutive Officer of Millburn Ridgefield Corporation, the Managing Owner of TheMillburn World Resource Trust (the “Trust”), do hereby certify that:

 

1. I have reviewed this annualreport on Form 10-K of The Millburn World Resource Trust;

 

2. Based on my knowledge, thisannual report does not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3. Based on my knowledge, thefinancial statements, and other financial information included in this annualreport, fairly present in all material respects the financial condition,results of operations and cash flows of the Trust as of, and for, the periodspresented in this annual report;

 

4. The Trust’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the Trust and have:

 

(a) designedsuch disclosure controls and procedures to ensure that material informationrelating to the Trust, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis annual report is being prepared;

 

(b) evaluatedthe effectiveness of the Trust’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

(c) presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5. The Trust’s other certifyingofficers and I have disclosed, based on our most recent evaluation, to theTrust’s auditors and the audit committee of the Trust’s board of directors (orpersons performing the equivalent functions):

 

(a) allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the Trust’s ability to record, process, summarize andreport financial data and have identified for the Trust’s auditors any materialweaknesses in internal controls; and

 

(b) any fraud,whether or not material, that involves management or other employees who have asignificant role in the Trust’s internal controls; and

 

6. The Trust’s other certifyingofficers and I have indicated in this annual report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significant deficienciesand material weaknesses.

 
| By:                         | /s/ George  E. Crapple |   |
|-----------------------------|------------------------|--------|
|                        |
|                        |
| George E.  Crapple          |
| Co-Chief  Executive Officer |
| March 28,  2003             |

 

16

----

 

CERTIFICATION OF PRINCIPALEXECUTIVE OFFICER

 

I, Harvey Beker, Co-ChiefExecutive Officer of Millburn Ridgefield Corporation, the Managing Owner of TheMillburn World Resource Trust (the “Trust”), do hereby certify that:

 

1. I have reviewed this annualreport on Form 10-K of The Millburn World Resource Trust ;

 

2. Based on my knowledge, thisannual report does not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respectto the period covered by this annual report;

 

3. Based on my knowledge, thefinancial statements, and other financial information included in this annualreport, fairly present in all material respects the financial condition,results of operations and cash flows of the Trust as of, and for, the periodspresented in this annual report;

 

4. The Trust’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the Trust and have:

 

(a) designedsuch disclosure controls and procedures to ensure that material informationrelating to the Trust, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis annual report is being prepared;

 

(b) evaluatedthe effectiveness of the Trust’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

(c) presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5. The Trust’s other certifyingofficers and I have disclosed, based on our most recent evaluation, to theTrust’s auditors and the audit committee of the Trust’s board of directors (orpersons performing the equivalent functions):

 

(a) allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the Trust’s ability to record, process, summarize andreport financial data and have identified for the Trust’s auditors any materialweaknesses in internal controls; and

 

(b) any fraud,whether or not material, that involves management or other employees who have asignificant role in the Trust’s internal controls; and

 

6. The Trust’s other certifyingofficers and I have indicated in this annual report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 
| By:                         | /s/ Harvey  Beker |   |
|-----------------------------|-------------------|--------|
|                        |
|                        |
| Harvey Beker                |
| Co-Chief  Executive Officer |
| March 28,  2003             |

 

17

----

 

CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER

 

I, Gregg R. Buckbinder, ChiefOperating Officer and principal financial officer of Millburn RidgefieldCorporation, the Managing Owner of The Millburn World Resource Trust (the“Trust”), do hereby certify that:

 

1. I have reviewed this annualreport on Form 10-K of The Millburn World Resource Trust;

 

2. Based on my knowledge, thisannual report does not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3. Based on my knowledge, thefinancial statements, and other financial information included in this annualreport, fairly present in all material respects the financial condition,results of operations and cash flows of the Trust as of, and for, the periodspresented in this annual report;

 

4. The Trust’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the Trust and have:

 

(a) designedsuch disclosure controls and procedures to ensure that material informationrelating to the Trust, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis annual report is being prepared;

 

(b) evaluatedthe effectiveness of the Trust’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

(c) presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5. The Trust’s other certifyingofficers and I have disclosed, based on our most recent evaluation, to theTrust’s auditors and the audit committee of the Trust’s board of directors (orpersons performing the equivalent functions):

 

(a) allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the Trust’s ability to record, process, summarize andreport financial data and have identified for the Trust’s auditors any materialweaknesses in internal controls; and

 

(b) any fraud,whether or not material, that involves management or other employees who have asignificant role in the Trust’s internal controls; and

 

6. The Trust’s other certifyingofficers and I have indicated in this annual report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 
| By:                      | /s/ Gregg R.  Buckbinder |   |
|--------------------------|--------------------------|--------|
|                     |
|                     |
| Gregg R.  Buckbinder     |
| Chief  Financial Officer |
| March 28,  2003          |

 

18

----

 

EXHIBIT INDEX

 

The followingexhibits are included herewith.

 
| **Designation** |   | **Description**                              |
|-----------------|--------|----------------------------------------------|
| 13.01           |   | 2002 Report of Independent Auditors          |
| 13.02           |   | 2001 Report of Independent Accountants       |
| 99.1            |   | Certification of Principal Executive Officer |
| 99.2            |   | Certification of Principal Executive Officer |
| 99.3            |   | Certification of Principal Financial Officer |

 

The followingexhibits are incorporated by reference from Amendment No. 1 to the RegistrationStatement (File No. 33-90756) filed on June 27, 1995 on Form S-1 under theSecurities Act of 1933.

 
| 3.02  |   | Certificate of Trust of the Trust.                    |
|-------|--------|-------------------------------------------------------|
| 10.01 |   | Form of Subscription Agreement and Power of Attorney. |

 

The followingexhibits are incorporated by reference from Post-Effective Amendment No. 1 tothe Registration Statement (File No. 33-90756) filed on March 1, 1996 on FormS-1 under the Securities Act of 1933.

 
| 10.02    |   | Selling Agreement among the Trust, the Managing Owner and the  Principal Selling Agents (includes a form of Additional Selling Agent and  Correspondent Selling Agent Agreement). |
|----------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.03(a) |   | Customer Agreement among the Trust, the Managing Owner and a  Principal Selling Agent in its capacity as a futures commission merchant.                                           |
| 10.03(b) |   | Customer Agreement among the Trust, the Managing Owner and a  Principal Selling Agent in its capacity as a futures commission merchant.                                           |
| 10.04    |   | Escrow Agreement between the Trust and Chemical Bank, N.A.                                                                                                                        |

 

The followingexhibit is incorporated by reference from Post-Effective Amendment No. 5 to theRegistration Statement (File No. 33-90756) filed February 18, 1997 on Form S-1under the Securities Act of 1933.

 
| 3.01 |   | Amended and Restated Declaration of Trust and Trust Agreement |
|------|--------|---------------------------------------------------------------|

 

19

----