**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

 

**Washington, D.C. 20549**

 

**FORM 10-K**

 

**ý****  Annual Report Pursuant toSection 13 or 15(d)of the Securities Exchange Act of 1934**

 

**For the Fiscal Year Ended:  December 31, 2003**

 

**or**

 

**o****  Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934**

 

**Commission File Number:  0-26932**

 

**THE MILLBURN WORLDRESOURCE TRUST**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                    |   | **06-6415583**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (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 theAct:   **None**

 

Securities registered pursuant to Section 12(g)of the Act:   **Units ofBeneficial Interest**

(Title of Class)

 

Indicate by check mark whether the registrant(1) filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

 
| Yes  ý |   | No  o |
|------------------|--------|------------|

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulations S-K is not contained herein, andwill not be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K. ý

 

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

 
| Yes  o |   | No  ý |
|-------------|--------|-----------------|

 

Registrant’s Units of Beneficial Interest are not traded on any marketand, accordingly, have no aggregate market value.  The net asset value of the Units of Beneficial Interest as ofJune 30, 2003 held by non-affiliates was $19,811,323.

 

Documents Incorporated by Reference

 

Registrant’s Financial Statements for the Years endedDecember 31, 2003, 2002 and 2001 with Report of Independent Auditors, theannual report to security holders for the fiscal year ended December 31, 2003,is incorporated by reference into Part II item 8 and Part IV hereof and filedas an exhibit herewith.

 

 

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PART I

 

Item 1.   Business

 

(a)   General development of business

 

The Millburn World Resource Trust (the “Trust”) is a business trustorganized June 7, 1995 pursuant 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 offered at an initial price of $1,000 per Unit.  The proceeds of the Initial Offering andinterest thereon were held in escrow until September 13, 1995 at which time anaggregate of $15,141,664 was turned over to the Trust and the Trust commencedoperations.  The Trust most recentlyoffered Units during January 2002 and, as of December 31, 2003, Units were notbeing offered.  The offering isregistered under the Securities Act of 1933, as amended, and a total of $150million of Units have been registered. UBS Financial Services Inc. (formerly known as UBS PaineWebber Inc.)acts as principal selling agent on a best efforts basis.  A total of $98,280,140 of Units have beensold to the public as of December 31, 2003.

 

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 and redeemed $500,000 as of December 31, 2003.  After reflecting a net gain of $29,201 andprofit share of $0, this investment totaled $605,521 as of December 31, 2003.

 

(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. Financial information regarding the Trust’s business is set forth inItem 6 “Selected Financial Data” and in the Trust’s Financial Statementsincluded as exhibit 13.01 to this report.

 

(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, pursuant to itsWorld Resource Portfolio, in the agricultural, metals, energy, interest rateand stock indices futures and futures options markets and in the currencymarkets, trading primarily forward contracts in the interbank market.  The objective of the Managing Owner’strading method is to participate in all major sustained price moves in themarkets traded.  The Managing Owner regardsits approach as long-term in nature. The Managing Owner makes trading decisions pursuant to its tradingmethod, which includes technical trend analysis, certain non-trend-followingtechnical systems, and the money management principles described below, whichmay be revised from time to time.

 

The first step in the trading methodology is developing intermediate-to long-term trading systems which generate buy or sell decisions in aparticular market based on the direction of the price trend in the market.  Over the last 30 years, the Managing Ownerhas developed hundreds of trading systems. These ‘heritage’ systems are augmented from time to time with theresults of research.  The Managing Ownertests the full range of the systems in each market against five, ten or fifteenyears of historical data to simulate the results the system would have achievedin the markets had the system been used to make trading decisions during thesimulation period.  It then calculates(i) the profitability of the systems and (ii) a number of statistics designedto identify high quality profits such as (a) the percentage of profitabletrades, (b) the worst losses experienced, (c) the average giveback of maximumprofits on profitable trades and (d) Sharpe ratio (risk-adjusted returns).

 

Because there are hundreds of systems in the Managing Owner’s heritageuniverse, there are billions of potential combinations of systems for eachmarket.  The Managing Owner’s SystemSelection Algorithm simulates these potential combinations and searches forboth an optimal number and combination of systems in each market.

 

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The number of systems rangesfrom 5 to 8, and the combination selected will maximize Sharpe ratio, arisk-adjusted measure of returns, subject to minimum levels of diversificationamong systems in the group.

 

The Managing Owner’s Portfolio Allocation Algorithm was designed toselect a portfolio with what the Managing Owner believes to be ‘optimal’risk/reward statistics — Sharpe ratio, volatility and drawdown.  It is designed to dynamically shift theportfolio risk allocations into the markets and sectors which offer the bestpotential for profit.  There arecurrently over 30 markets included in the Portfolio Allocation Algorithmuniverse for potential allocation — markets deemed ‘tradable’.  Using return streams for each market(generated by the system combination selected by the System SelectionAlgorithm), the Portfolio Allocation Algorithm simulates approximately 1 billionpotential combinations of risk allocations. Each market and sector in the universe is constrained to a maximumallocation based on real-world considerations. In any single market, the constraints are based primarily on liquidityand market access.  Sectors areconstrained largely by externally imposed portfolio considerations, such aswould occur in a ‘financial only’, a ‘currency only’ or a ‘commodity oriented’portfolio.  No minimum allocation isspecified, so markets can (and do) have allocations of zero.  The Portfolio Allocation Algorithmreallocates the portfolio when called-for changes exceed certainthresholds.  Its proposed allocationsare reviewed by the Managing Owner’s Asset Allocation Committee and theCommittee may make adjustments in such allocations using its judgment andexperience.

 

Risk is a function of both price level and price volatility.  In attempting to assess market volatility asa means of monitoring and evaluating risk, the Managing Owner uses itsvolatility overlay as a part of individual market risk management.  This system is designed to measure the riskin the portfolio’s position in a market and signals a decrease in position sizewhen risk increases and an increase in position size when risk decreases.  In addition to the volatility overlay, theManaging Owner’s risk management focuses on money management principlesapplicable to the portfolio as a whole rather than to individual markets, andcontrol of leverage and portfolio size. There are, however, no restrictions on the amount of leverage theManaging Owner may use at any given time.

 

Pursuant to the Trust’s Declaration of Trust and Trust Agreement (the“Trust Agreement”), the Managing Owner receives a flat-rate monthly brokeragefee equal to 0.75 of 1% of the month-end Net Assets (a 9.0% annual rate).  The Managing Owner retains the right tocharge less than the annual brokerage rate of 9% to those subscribers whoeither invest $1,000,000 or more in the Units or subscribe without incurringthe selling commission paid by the Managing Owner.  These reductions have no effect on other investors.  The Managing Owner also receives a profitshare equal to 17.5% of any new trading profit as defined in the TrustAgreement, determined as of the end of each calendar quarter.  The quarterly profit share is calculated netof brokerage fees and administrative expenses and excluding interest income.

 

Prudential Financial Derivatives LLC (formerly Prudential SecuritiesIncorporated) and UBS Financial Services Inc. (the “Brokers”) act as theprimary futures brokers for the Trust. The Trust also executes futures trades with Deutsche Bank Securities,Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc.  The Trust executes currency forward tradeswith Prudential Financial Derivatives LLC (formerly Prudential SecuritiesIncorporated), Merrill Lynch, Pierce, Fenner & Smith Inc. and MorganStanley, Inc.  The Trust pays “bid ask”spreads on its forward trades, as such spreads are incorporated into thepricing of forward contracts.  TheManaging Owner monitors the Trust’s trades to ensure that the prices itreceives 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 Managing Owner pays all theroutine costs of executing and clearing the Trust’s trades and all compensationdue to the selling agents.

 

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 10 business days’ written notice to the Managing Owner at their netasset value as of the last day of any month. Units redeemed on or prior to the end of the first and second successivesix-month periods after their sale will pay a redemption charge of 4% 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 or more).  These redemption charges are paid to theManaging Owner.  Requests for redemptionwill be honored and payment will be made, except in the event of highly unusualmarket disruptions, within 15 business days of the effective date ofredemption.

 

3

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The Trust’s cash and Treasury instruments are used by the Trust toengage in its trading activities and as reserves to support that trading.  The Trust’s assets deposited with theTrust’s futures brokers as margin are maintained in “customer segregated fundsaccounts” or “foreign futures and foreign options secured amount accounts” andare held in cash, or U.S. Treasury instruments.  Trust assets not deposited as margin are maintained in bank orbrokerage accounts and are held primarily in bank money market funds or U.S.Treasury instruments.

 

The Trust does not engage in lending (other than through permittedsecurities investments).  The ManagingOwner does not anticipate making any distributions of Trust profits, if any.

 

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 informationabout 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

 

The Trust files quarterly, annual and current reports with theSecurities and Exchange Commission (“SEC”). These reports are available to read and copy at the SEC’s PublicReference Facilities in Washington, D.C. at 450 Fifth Street, N.W., Washington,D.C. 20549.  Please call the SEC’s tollfree number, 1-800-SEC-0330, for further information.  The Trust does not maintain a website where these reports areposted.  However, the Trust’s filingsare posted on the SEC’s website at http://www.sec.gov.

 

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Item 2.   Properties

 

The Trust does not own or use any physical properties in the conduct ofits business.  The Managing Owner or anaffiliate perform all administrative services for the Trust from their offices.

 

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 aresubject.  In addition there are nopending material legal proceedings involving the 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 upon10 business days’ written notice to the Managing Owner at their net assetvalue as of the last day of any month, subject to certain early redemptioncharges.

 

(b)   Holders.

 

As of December 31, 2003, there were 807 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 forIssuance Under Equity Compensation 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.

 

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Item 6.   Selected Financial Data

 

The following is a summary of operations for the fiscal years 2003,2002, 2001, 2000 and 1999, and total assets of the Trust at December 31, 2003,2002, 2001, 2000 and 1999.  The Trustcommenced trading operations on September 13, 1995.

 
|                                                         |   | **For the  Year Ended  December 31, 2003** |       | **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** |   |
|--------------------------------------------------------------|--------|--------------------------------------------|------------|--------------------------------------------|--------|--------------------------------------------|--------|--------------------------------------------|------------|--------------------------------------------|--------|
| Revenue:                                                     |   |                                       |       |                                       |   |                                       |   |                                       |       |                                       |   |
| Total net realized and unrealized gains  (losses)* |   | $                                          | 1,202,555  |                                       | $      | 5,309,031                                  |   | $                                          | (2,138,120 | )                                          | $      | 1,021,419 |   | $ | (3,483,405 | ) |
| Interest income                                              |   | 253,838                                    |       | 469,289                                    |   | 1,467,711                                  |   | 2,037,153                                  |       | 3,026,673                                  |   |
|                                                         |   |                                       |       |                                       |   |                                       |   |                                       |       |                                       |   |
| Expenses:                                                    |   |                                       |       |                                       |   |                                       |   |                                       |       |                                       |   |
| Profit share                                                 |   | —                                     |       | —                                     |   | —                                     |   | —                                     |       | —                                     |   |
| Administrative expenses                                      |   | 102,856                                    |       | 106,135                                    |   | 265,562                                    |   | 297,751                                    |       | 389,267                                    |   |
| Brokerage Commissions                                        |   | 1,774,676                                  |       | 2,041,313                                  |   | 2,629,963                                  |   | 3,298,836                                  |       | 5,496,697                                  |   |
|                                                         |   |                                       |       |                                       |   |                                       |   |                                       |       |                                       |   |
| Net Income (loss)                                            |   | $                                          | (421,139   | )                                          | $      | 3,630,872                                  |   | $                                          | (3,565,934 | )                                          | $      | (538,015 | ) | $ | (6,342,696 | ) |
|                                                         |   |                                       |       |                                       |   |                                       |   |                                       |       |                                       |   |
| Total assets                                                 |   | $                                          | 18,378,284 |                                       | $      | 21,381,228                                 |   | $                                          | 26,592,238 |                                       | $      | 36,609,165 |   | $ | 53,150,824 |   |
| Total Unitholders’ capital                              |   | $                                          | 17,388,934 |                                       | $      | 20,303,891                                 |   | $                                          | 24,822,541 |                                       | $      | 33,288,797 |   | $ | 49,635,958 |   |
| Net asset value per Unit                                     |   | $                                          | 1,125.38   |                                       | $      | 1,164.79                                   |   | $                                          | 998.22     |                                       | $      | 1,135.68 |   | $ | 1,109.88 |   |
| Increase in net asset value per Unit                         |   | $                                          | (39.41     | )                                          | $      | 166.57                                     |   | $                                          | (137.46    | )                                          | $      | 25.80 |   | $ | (124.50 | ) |

 

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

 

6

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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 a particularmarket as margin for additional positions in the same market); and (5) changingthe equity utilized for trading by an account solely on a controlled periodicbasis rather than as an automatic consequence of an increase in equityresulting from trading profits.  TheTrust controls credit risk by dealing exclusively with large, well capitalizedfinancial institutions, such as the Brokers, as brokers and counterparties.

 

The financial instruments traded by the Trust contain varying degreesof off-balance sheet risk whereby changes in the market values of the futuresand forward contracts underlying the financial instruments or the Trust’ssatisfaction of the obligations may exceed the amount recognized in thestatement of financial condition of the Trust.

 

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 

 

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and forward currencytransactions conducted in the interbank market are settled by nettingoffsetting positions held with the same counterparty; net positions are thensettled by entering into offsetting positions and by cash payments.

 

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, todaily price fluctuation limits, which are inherent in the Trust’s futures andforward trading, the Trust’s assets are highly liquid and are expected toremain so.  During its operationsthrough December 31, 2003, the Trust experienced no meaningful periods ofilliquidity in any of the numerous markets traded by the Managing Owner.

 

The Trust records its transactions in futures and forward currencycontracts, including related income and expenses, on a trade date basis.  Open futures contracts are valued at marketvalue and open forward currency contracts are valued at fair value, which isbased on pricing models that consider the time value of money and the currentmarket and contractual prices of the underlying financial instruments.  Realized gains and losses and changes inunrealized appreciation and depreciation on futures and forward currencycontracts are recognized in the periods in which the contracts are closed orthe changes occur.  Based on the natureof the business and operations of the Trust, the Managing Owner believes thatno assumptions relating to the application of critical accounting policiesother than those currently used could reasonably affect reported amounts.

 

The Trust has no off-balance sheet arrangements that have or arereasonably likely to have a current or future effect on its financialcondition, changes in financial condition, revenues or expenses, results ofoperations, liquidity, capital expenditures or capital resources that ismaterial to investors.

 

The Trust does not enter into any contractual obligations or commercialcommitments to make future payments that would affect its liquidity or capitalresources.  The Trust’s sole business istrading futures and forward currency contracts, both long (contracts to buy)and short (contracts to sell).  All suchcontracts are settled by offset, not delivery. Substantially all such contacts are for settlement within one year ofthe trade date and substantially all such contracts are held by the Trust forless than one year before being offset. The Trust’s Financial Statements, included as Exhibit 13.01 to thisreport, present a Condensed Schedule of investments setting forth netunrealized appreciation (depreciation) of the Trust’s open future and forwardcurrency contracts, both long and short, at December 31, 2003.

 

Results of Operations

 

*Performance Summary*

 

The Trust’s success depends on the Managing Owner’s ability torecognize and capitalize on trends and other profit opportunities in differentsectors of the world economy.  TheManaging Owner’s trading methods are confidential, so that substantially theonly information that can be furnished regarding the Trust’s results ofoperations is its performance record. Unlike most operating businesses, general economic or seasonalconditions have no direct effect on the profit potential of the Trust, while,at the same time, its past performance is not necessarily indicative of futureresults.  Because of the speculativenature of its trading, operational or economic trends have little relevance tothe Trust’s results.  The Managing Ownerbelieves, however, that there are certain market conditions — for example,markets with strong price trends — in which the Trust has a better opportunityof being profitable than in others.

 

*2003*

 

During 2003,the Trust achieved net gains of $1,202,555 from trading operations (includingforeign exchange transactions and translations).  Brokerage fees of $1,774,676 were paid or accrued.  The Trust paid no profit share.  Interest income of $253,838 partially offsetthe Trust’s expenses resulting in a net loss (inclusive of administrativeexpenses) of $421,139 and a 3.38% decrease in the Net Asset Value perUnit.  An analysis of the trading gain(loss) by sector is as follows:

 

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| **Sector**    |   | **% Gain  (Loss)** |   |
|---------------|--------|--------------------|--------|
|          |   |               |   |
| Interest Rate |   | 0.04               | %      |
| Currencies    |   | 4.84               | %      |
| Stock Indices |   | 2.32               | %      |
| Metals        |   | 2.39               | %      |
| Energy        |   | (2.33              | )%     |
| Grains        |   | (2.37              | )%     |
| Softs         |   | (0.71              | )%     |
|          |   |               |   |
| Total         |   | 4.18               | %      |

 

The Trust’s performance was quite volatile throughout the year 2003.Substantial gains registered in January and February were largely erased inMarch, when major long term price trends in currencies, energy and interestrates reversed abruptly as the Iraq invasion moved from rhetoric to reality,and as traders and investors rushed to square positions, moving to thesidelines at least temporarily. Then, in May, as the initial phase of the Iraqiconflict was reaching a quicker then expected resolution, concern about largeU.S. budget and trade deficits, unfavorable U.S. interest rate differentials,and Treasury Secretary Snow’s apparent acquiescence to a weaker dollar,reignited a dollar selloff. At the same time, fears of deflation, and the Fed’scontinued easy monetary policy, produced a renewed fall in interest rates.  These broad movements brought with them asizable profit for the portfolio. However, after slightly favorable summerresults, interest rate and energy markets succumbed to volatility withoutsustained trends. Therefore, losses in these two sectors outweighed gains fromcurrency, stock index, and metals trading over the second half of 2003.

 

On a sector basis, currency trading was profitable for 2003. Longpositions in the euro and commodity currencies (South African rand, Australianand New Zealand dollars) were quite profitable as the U.S. currency fell. Onthe other hand, trading of Far Eastern currencies (yen, Korean won, and theSingapore dollar) produced losses, since heavy Central Bank interventionthroughout the region counterbalanced much of the downward pressure on the U.S.unit and led to erratic rate fluctuations.

 

Stock futures trading was profitable due to a general up move inequities worldwide. Long gold and copper positions were profitable,particularly later in the year, as flight to safety and a weak dollar boostedgold prices, and as a weak dollar and surging industrial demand pushed copperprices upward.

 

Energy prices were highly volatile during the year, particularly withthe onset of hostilities in Iraq in March, and, hence energy trading generatedlosses in 2003.

 

Interest rate trading was very profitable during the first half of 2003when rates worldwide were continuing to trend downward. However, when thattrend reversed abruptly in mid-June and was followed by erratic non-directionalrange trading, offsetting losses were experienced, especially during theSeptember – December period.  Lastly,trading of agricultural commodities produced losses throughout the year.

 

*2002*

 

During 2002,the Trust achieved net gains of $5,309,031 from trading operations (includingforeign exchange transactions 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 perUnit.  An analysis of the trading gain(loss) by sector is as follows:

 
| **Sector**    |   | **% Gain  (Loss)** |   |
|---------------|--------|--------------------|--------|
|          |   |               |   |
| Interest Rate |   | 17.20              | %      |
| Currencies    |   | 9.65               | %      |
| Stock Indices |   | 1.45               | %      |
| Metals        |   | (1.43              | )%     |
| Energy        |   | 0.49               | %      |
| Grains        |   | 0.59               | %      |
| Softs         |   | (4.11              | )%     |
|          |   |               |   |
| Total         |   | 23.84              | %      |

 

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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 geopolitical uncertaintiestriggered large, persistent capital flows into government bills, notes andbonds worldwide.  Accordingly, theTrust’s long positions in U.S., European, and Japanese interest rate futuresgenerated sizable gains.  The U. S.dollar weakened during 2002 as market participants came to doubt the likelihoodof economic recovery in America.  Hence,the capital inflows that had supported the dollar, despite America’s hugecurrent account deficit, shrank and reversed. As a result, the Trust’s short dollar positions relative to the euro andSwiss franc were very profitable.  Ashort dollar/long South African rand position was also profitable as goldprices were boosted by safe haven buying. The Trust’s Equity trading was moderately profitable due to shortpositions in German and U.S. equity futures, and the Trust’s long energypositions were slightly profitable as prices gained in the wake of MiddleEastern turmoil, particularly near year-end. Despite strong profits from long gold positions, the Trust’s metalstrading lost money as non-precious metals prices fluctuated erratically, and inthe agricultural sector, losses from trading sugar and cotton outweighed gainsfrom trading corn.

 

*2001*

 

During 2001,the Trust suffered net losses of $2,138,120 from trading operations (includingforeign exchange transactions and translations).  Brokerage fees of $2,629,963 were paid or accrued.  The Trust paid no profit share.  Interest income of $1,467,711 partiallyoffset 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.  An analysis of thetrading gain (loss) by sector is as follows:

 
| **Sector**    |   | **% Gain  (Loss)** |   |
|---------------|--------|--------------------|--------|
|          |   |               |   |
| Interest Rate |   | 7.07               | %      |
| Currencies    |   | 1.34               | %      |
| Stock Indices |   | 8.90               | %      |
| Metals        |   | 0.75               | %      |
| Energy        |   | (20.58             | )%     |
| Grains        |   | (2.41              | )%     |
| Softs         |   | (2.54              | )%     |
|          |   |               |   |
| Total         |   | (7.47              | )%     |

 

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.  Consequently, the Trust suffered losses onboth long and short positions in crude oil trading most particularly, but alsofrom trading of heating oil, London gas oil, unleaded gasoline, and naturalgas.  Volatility also characterizedprice action in soft and agricultural commodities, resulting in losses fromsugar, corn, wheat, and coffee trading. In contrast, a short cotton trade produced a sizable 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 

 

10

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German bond futures was alsoprofitable for most of 2001.  Thesegains were partially offset by losses sustained trading with both long andshort positions in Japanese government bond futures, which were volatile withouttrend.  In currency trading, a long U.S.dollar position against the Japanese yen was very profitable.  Meanwhile, trading of the dollar/euro anddollar/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.

 

Item 7A.  Quantitative andQualitative Disclosures About Market Risk

 

Not required.

 

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-K forthe fiscal year ended December 31, 2001 and is filed as Exhibit 13.02 herewith.

 

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

 
|                                       |   | **4th  Quarter  2003** |   | **3rd  Quarter  2003** |   | **2nd  Quarter  2003** |   | **1st  Quarter  2003** |   |
|--------------------------------------------|--------|------------------------|--------|------------------------|--------|------------------------|--------|------------------------|--------|
| Income:                                    |   | $                      | 46,462 |                   | $      | 54,692                 |   | $                      | 64,532 |   | 88,152 |   |
| Net Realized and Unrealized Gains (Losses) |   | (1,375,217             | )      | 550,959                |   | 1,223,776              |   | 803,037                |   |
| Expenses:                                  |   | 413,728                |   | 474,807                |   | 484,088                |   | 504,909                |   |
| Net Income (Loss):                         |   | (1,742,483             | )      | 130,844                |   | 804,220                |   | 386,280                |   |
| Net Income (Loss) per Unit                 |   | (106.82                | )      | 6.26                   |   | 44.49                  |   | 16.66                  |   |
|                                            |        |                        |        |                        |        |                        |        |                        |        |  |  |  |

 
|                                       |   | **4th  Quarter  2002** |   | **3rd  Quarter  2002** |   | **2nd  Quarter  2002** |   | **1st  Quarter  2002** |    |
|--------------------------------------------|--------|------------------------|--------|------------------------|--------|------------------------|--------|------------------------|---------|
| Income:                                    |   | $                      | 87,416 |                   | $      | 99,412                 |   | $                      | 120,527 |   | 161,934 |   |
| Net Realized and Unrealized Gains (Losses) |   | (1,254,493             | )      | 4,803,087              |   | 2,652,556              |   | (172,119               | )       |
| 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                 | )       |
|                                            |        |                        |        |                        |        |                        |        |                        |         |  |  |  |

 

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 Ownerdismissed PricewaterhouseCoopers LLP as its independent auditor for the Trustand approved the engagement of Ernst & Young LLP as independent auditorsfor the 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.

 

11

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Item 9A.   Controls andProcedures

 

The Managing Owner, with the participation ofthe Managing Owner’s principal executive officers and principal financialofficer, has evaluated the effectiveness of the design and operation of itsdisclosure controls and procedures with respect to the Trust within 90 days ofthe filing date of this annual report, and, based on their evaluation, haveconcluded that these disclosure controls and procedures are effective.  There were no significant changes in theManaging Owner’s internal controls with respect to the Trust or in otherfactors applicable to the Trust that could significantly affect these controlssubsequent to the date of their evaluation.

 

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 Delawarecorporation organized in May 1982 to manage discretionary accounts in futuresand forward markets.  It is thecorporate successor to a futures trading and advisory organization which hasbeen continuously managing assets in the currency and futures markets usingquantitative, systematic techniques since 1971.

 

The principals and senior officers of Millburn Ridgefield Corporationas of December 31, 2003 are as follows:

 

Harvey Beker, age 50.  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 York Universityin 1974 and a Master of Business Administration degree in finance from NYU in1975.  From June 1975 to July 1977, Mr.Beker was employed by Loeb Rhoades, Inc. where he developed and traded silverarbitrage strategies.  From July 1977 toJune 1978, Mr. Beker was a futures trader at Clayton 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 59.  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 BetaKappa.  In 1969 he graduated fromHarvard Law School, *magna cum laude*, where he was a member ofthe Harvard Law Review.  He was a lawyerwith 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 firstassociated with the Managing Owner in 1976 and joined the Managing Owner onApril 1, 1983 on a full-time basis.  Mr.Crapple is a Director, Member of the Executive Committee, Chairman of theAppeals 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 Buckbinder, age 45.  Mr.Buckbinder is Senior Vice-President and Chief Operating Officer of the ManagingOwner and The Millburn Corporation and a partner of ShareInVest ResearchL.P.  He graduated *cum laude* from PaceUniversity in 1980 with a B.B.A. in accounting and received an M.S. in taxationfrom Pace in 1988.  He joined theManaging Owner in January 1998 from Odyssey Partners, L.P. where he wasresponsible 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 and from1980 to 1983 as a senior auditor, 

 

12

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with an emphasis on clients inthe financial services business.  He isa Certified Public Accountant and a member of the American Institute ofCertified Public Accountants.

 

Mark B. Fitzsimmons, age 56.  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 46*.* 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 52.  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 joined Prudential-Bachefrom Heinold Asset Management, Inc. where he was a member of the seniormanagement team.  Heinold was a pioneerand one of the largest sponsors of funds utilizing futures and currency forwardtrading.

 

Grant N. Smith, age 52.  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 of Certain Significant Employees

 

None.

 

(d)   Family Relationships

 

None.

 

(e)   Business Experience

 

See Item 10 (a,b) above.

 

13

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(f)   Involvement in Certain Legal Proceedings

 

None.

 

(g)   Promoters and Control Persons

 

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

 

(h)   Audit Committee Financial Expert

 

The Trust has no employees, officers or directors.  The Trust is managed by the ManagingOwner.  Gregg Buckbinder serves as theManaging Owner’s “audit committee financial expert.”  Mr. Buckbinder is not independent of the management of theManaging Owner.  The Managing Owner is aprivately owned corporation managed by its shareholders.  It has no independent directors.

 

(i)   Code of Ethics

 

The Trust has no employees, officers or directors and is managed by theManaging Owner.  The Managing Owner hasadopted an Executive Code of Ethics that applies to its principal executiveofficers, principal financial officer and principal accounting officer. A copyof this Executive Code of Ethics may be obtained at no charge by writtenrequest to Millburn Ridgefield Corporation, 411 West Putnam Avenue, Greenwich,Connecticut 06830 or by Calling 203-625-7554 (ask for Client Services).

 

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 in the Trust’s Trust Agreement.

 

Item 12.  Security Ownership of Certain Beneficial Ownersand Management

 

(a)   Security Ownership of Certain Beneficial Owners

 

The Trust knows of one person who owns beneficially more than 5% of theUnits as follows:

 
| **Name and Address**                           |   | **Number of  Units** |   | **Percentage  of Units** |   |
|------------------------------------------------|--------|----------------------|--------|--------------------------|--------|
| Jane Newbern  1206 Baxter Rd.  Bremen, Georgia |   | 1,436.419            |   | 9.30                     | %      |

 

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 $605,521 as of December 31, 2003, 3.37% ofthe Partnership’s total equity.

 

(c)   Changes in Control

 

None.

 

14

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(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 $1,774,676 in brokerage feesand $0 in profit share for the year ended December 31, 2003.  The Managing Owners’ managing owner interestshowed an allocation of gain of $29,201 for the year ended December 31,2003.  The Trust is prohibited frommaking any loans.

 

Item 14.   Principal Accountant Fees and Services

 

(1)           Audit Fees

 

The aggregate fees for professional services rendered by Ernst &Young LLP in connection with their audit of the Trust’s financial statementsand reviews of the financial statements included in the quarterly reports onForm 10-Q and in connection with the statutory and regulatory filings for theyears ended December 31, 2003 and December 31, 2002 were approximately $35,000and $33,000, respectively

 

(2)           Audit-RelatedFees

 

There were no fees for assurance and related services rendered by Ernst& Young LLP for the years ended December 31, 2003 and December 31, 2002.

 

(3)           Tax Fees

 

There were no fees for tax compliance, advice or planning servicesrendered by Ernst & Young LLP for the years ended December 31, 2003 andDecember 31, 2002.

 

(4)           All Other Fees

 

None.

 

(5)           Pre-ApprovalPolicies

 

The board of directors of the Managing Owner pre-approves theengagement of the Trust’s auditor for all services to be provided by theauditor.

 

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 areincluded with the 2003 Report of Independent Accountants, a copy of which isfiled herewith as Exhibit 13.01.

 

15

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|   | Affirmation of Millburn Ridgefield Corporation                                               |   |
|--------|----------------------------------------------------------------------------------------------|--------|
|   | Report of Independent Auditors                                                               |   |
|   | Statements of Financial Condition at December 31, 2003 and 2002                              |   |
|   | Condensed Schedules of Investments at December 31, 2003 and 2002                             |   |
|   | Statements of Operations for the Years ended December 31, 2003, 2002  and 2001               |   |
|   | Statements of Changes in Trust Capital for the Years ended December  31, 2003, 2002 and 2001 |   |
|   | Statements of Financial Highlights for the Years ended December 31,  2003, 2002 and 2001     |   |
|   | 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  |            | 2003 Report of Independent Auditors |
|            | 13.02  |            | 2001 Report of Independent Accountants |
|            | 31.1   |            | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
|            | 31.2   |            | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
|            | 31.3   |            | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
|            | 32.1   |            | Section 1350 Certification of Principal Executive Officer |
|            | 32.2   |            | Section 1350 Certification of Principal Executive Officer |
|            | 32.3   |            | Section 1350 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 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.                                           |

 

16

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|   | 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 |
|--------|------|--------|---------------------------------------------------------------|

 

(b)   Reports on Form 8-K

 

None.

 

17

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized, on the26th day of March, 2004.

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

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of theManaging Owner of the Registrant in the capacities and on the date indicated.

 
| **Signature** |               | **Title with  General Partner** |                           | **Date**              |
|---------------|--------------------|--------------------------------------|--------------------------------|-----------------------|
|          |               |                                 |                           |                  |
| /s/           | Harvey Beker       |                                 |                           | Co-Chief              |   | March 26, 2004 |
|          |  Harvey Beker |                                 | Executive Officer and Director |                  |   |
|          |               | (Principal Executive Officer)        |                           |                  |
|          |               |                                 |                           |                  |
| /s/           | George E. Crapple  |                                 |                           | Co-Chief Executive    |   | March 26, 2004 |
|          | George E. Crapple  |                                 | Officer and Director           |                  |   |
|          |               |                                 | (Principal Executive Officer)  |                  |   |
|          |               |                                 |                           |                  |   |
| /s/           | Gregg Buckbinder   |                                 |                           | Senior Vice President |   | March 26, 2004 |
|          | Gregg Buckbinder   |                                 | (Principal Financial Officer)  |                  |   |
|          |               |                                 |                           |                  |   |
| /s/           | Tod A. Tanis       |                                 |                           | Vice President        |   | March 26, 2004 |
|          | Tod A. Tanis       |                                 | (Principal Accounting Officer) |                  |   |
|               |                    |                                      |                                |                       |  |  |  |  |

 

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

 
| Millburn Ridgefield Corporation |                       |
|---------------------------------|----------------------------|
| Managing Owner of Registrant    |                       |
| March 26, 2004                  |                       |
|                            |                       |
| By                              | /s/ Harvey Beker           |   |   |
|                            | Harvey Beker               |   |   |
|                            | Co-Chief Executive Officer |   |

 

18

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EXHIBIT INDEX

The following exhibits are included herewith.

 
| **Designation** |   | **Description** |
|-----------------|--------|-----------------|
|            |   |            |
|            | 13.01  |            | 2003 Report of Independent Auditors |
|            |   |            |   |
|            | 13.02  |            | 2001 Report of Independent Accountants |
|            |   |            |   |
|            | 31.1   |            | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
|            |   |            |   |
|            | 31.2   |            | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
|            |   |            |   |
|            | 31.3   |            | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
|            |   |            |   |
|            | 32.1   |            | Section 1350 Certification of Principal Executive Officer |
|            |   |            |   |
|            | 32.2   |            | Section 1350 Certification of Principal Executive Officer |
|            |   |            |   |
|            | 32.3   |            | Section 1350 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.

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

 

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