**UNITED STATES**

**SECURITIES AND 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, 2002**

 

**or**

** **

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

 

**Commission File Number:  000-21446**

 

**THE MILLBURN GLOBAL OPPORTUNITYFUND L.P.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                     |   | **06-1346879**                         |
|------------------------------------------------------------------|--------|----------------------------------------|
| (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: | **Limited Partnership Units** |   |
|-------------------------------------------------------------------|-------------------------------|--------|
|                                                              | (Title of Class)              |   |

 

Indicateby check mark whether the registrant (1) filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 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 |
|------------------|--------|------|

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulations S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.  ý

Indicateby check mark whether the registrant is an accelerated filer (defined in Rule12b-2 of the Act).

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

 

Aggregatemarket value of the voting and non-voting common equity held by non-affiliatesas of June 30, 2002:  $6,009,436.

 

Documents Incorporated by Reference

 

Registrant’sFinancial Statements for the Years ended December 31, 2002, 2001 and 2000 withReport of Independent Auditors, the annual report to security holders for thefiscal year ended December 31, 2002, are incorporated by reference into Part IIitem 8 and Part IV hereof and filed as an exhibit herewith.

 

 

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PART I

 

Item 1.    Business

 

(a)           General development of business

 

The Millburn Global Opportunity Fund L.P.(the “Partnership”) is a limited partnership organized July 9, 1992pursuant to a Limited Partnership Agreement (the “Limited PartnershipAgreement”), under the Delaware Revised Uniform Limited Partnership Act.  Between October 30, 1992 andDecember 31, 1992 (the “Initial Offering”), units of limited partnershipinterest in the Partnership (the “Units”) were publicly offered.  The proceeds of the Initial Offering andinterest thereon were held in escrow until January 7, 1993 at which timean aggregate of $11,420,054 (11,420.054 Units) was turned over to thePartnership and the Partnership commenced operations.  Units continued to be offered until May 30, 1993.  The offering was registered under theSecurities Act of 1933, as amended. Smith Barney, Harris Upham & Co. Incorporated acted as selling agenton a best efforts basis.  A total of11,420.054 Units were sold to the public during the initial public offering,and an additional 28,881.766 Units were subsequently sold to the public.

 

The Partnership engages in speculativetrading in futures, forward contracts and related options, primarily in thecurrency and financial instrument markets.

 

Millburn Ridgefield Corporation (the “GeneralPartner”), a Delaware corporation, is the general partner and the commoditytrading advisor for the Partnership. The General Partner invested $125,000 in the Partnership at the outsetof trading and subsequently contributed an additional $316,183.  After reflecting a net gain of $152,283 anda redemption of $350,000 in 2002; this investment totaled $374,134, as ofDecember 31, 2002.

 

Smith Barney Inc., Morgan Stanley & Co.Incorporated, and Deutsche Bank (the “Currency Dealers”) act as the primarycurrency dealers and futures brokers for the Partnership.  The Partnership also executes currency andforward trades with other currency dealers and futures brokers when theirprices are advantageous to the Partnership. The Partnership pays the currency dealers “bid asked” spreads on itsforward trades, as such spreads are incorporated into the pricing of forwardcontracts.  The General Partner monitorsthe Partnership’s trades to ensure that the prices it receives are competitive.

 

(b)   Financial information about industry segments

The Partnership’s business constitutes onlyone segment, speculative trading of currency futures, forward contracts andrelated options.  The Partnership doesnot engage in sales of goods and services.

 

(c)   Narrative description of business

 

The Partnership engages in the speculativetrading of currency futures, forward contracts and related options.  The Partnership’s sole trading advisor isthe General Partner.  The General Partnertrades the Partnership’s assets primarily in currency markets, trading primarilyforward contracts in the interbank market. Pursuant to the Limited Partnership Agreement, the General Partnerreceives a flat-rate monthly brokerage fee equal to 0.6875 of 1% of the NetAssets (an 8.25% annual rate), which is reduced to 0.52 of 1% of Net Assets (a6.25% annual rate) for Units issued to Limited Partners who invest $1,000,000or more in the Partnership.  The GeneralPartner also receives a profit share equal to 17.5% of any new trading profit,determined as of the end of each calendar quarter.  The quarterly profit share is calculated after deducting interestincome and brokerage fees.

 

The Partnership’s assets not deposited asmargin will be maintained, unless applicable foreign regulations requireotherwise, only in instruments authorized by the CFTC for the investment of“customer segregated funds.”

 

Regulation

 

Under the Commodity Exchange Act, as amended(the “CEA”), commodity exchanges and futures trading are subject to regulationby the Commodity Futures Trading Commission (the “CFTC”).  National Futures Association (“NFA”), a“registered futures association” under the CEA, is the only non-exchangeself-regulatory

 

1

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organization for futuresindustry professionals.  The CFTC hasdelegated to NFA responsibility for the registration of “commodity tradingadvisors,” “commodity pool operators,” “futures commission merchants,”“introducing brokers” and their respective associated persons and “floorbrokers” and “floor traders.”  The CEA requirescommodity pool operators and commodity trading advisors, such as the GeneralPartner, and commodity brokers or futures commission merchants, such as theCurrency Dealers, to be registered and to comply with various reporting andrecord keeping requirements.  The CFTCmay suspend 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 General Partner as a commodity pool operatoror a commodity trading advisor were terminated or suspended, the GeneralPartner would be unable to continue to manage the business of thePartnership.  Should the General Partner’sregistration be suspended, termination of the Partnership might result.

 

As members ofNFA, the General Partner and the Currency Dealers are subject to NFA standardsrelating to fair trade practices, financial condition and customerprotection.  As the self-regulatory bodyof the futures industry, NFA promulgates rules governing the conduct of futuresindustry professionals and disciplines those professionals which do not complywith such standards.

 

In addition to such registrationrequirements, the CFTC and certain commodity exchanges have established limitson the maximum net long or net short position which any person may hold orcontrol in particular commodities.  Mostexchanges also limit the changes in futures contract prices that may occur duringa single trading day.  The Partnership,however, primarily trades currency forward contracts which are not subject toregulation by any United States Government agency.

 

(i)            through(xii) - not applicable.

 

(xiii)         thePartnership has no employees.

 

(d)           Financialinformation about geographic areas

 

The Partnership does not engage in materialoperations in foreign countries (although it does trade from the United Statesin foreign currency forward contracts and on foreign futures exchanges), nor isa material portion of its revenues derived from foreign customers.

(e)           Available information

 

Not applicable.  The Partnership is not an accelerated filer.

 

Item 2.    Properties

 

The Partnership does not own or use anyphysical properties in the conduct of their business.  The General Partner or an affiliate perform administrativeservices for the Partnership from their offices.

 

Item 3.    Legal Proceedings

 

The General Partner is not aware of anypending legal proceedings to which either the Partnership is a party or towhich any of their assets are subject. In addition there are no pending material legal proceedings involvingthe General Partner.

 

Item 4.    Submission ofMatters to a Vote of Security Holders

 

None.

 

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PART II

 

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

 

(a)           Market Information.   Thereis no trading market for the Units, and none is likely to develop.  Units may be redeemed upon 10 days’written notice at their net asset value as of the last day of any month.  In the event that all Units for whichredemption is requested cannot be redeemed as of any redemption date, Unitswill be redeemed in the order that requests for redemption have been receivedby the General Partner.

 

(b)           Holders.   Asof December 31, 2002, there were 311 holders of Units.

 

(c)           Dividends.   Nodistributions or dividends have been made on the Units, and the General Partnerhas no present intention to make any.

 

(d)           RecentSales of Unregistered Securities; Use of Proceeds from Registered Securities.

 

There have been no sales of registered orunregistered securities of the Partnership since May 30, 1993.

 

Item 6.    Selected Financial Data

 

The following is a summary of operations forfiscal year 2002, 2001, 2000, 1999 and 1998 and total assets of the Partnershipat December 31, 2002, 2001, 2000, 1999 and 1998.  The Partnership commenced trading operations on January 7,1993.

 

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|                                               |   | **For the Year EndedDecember 31, 2002** |      | **For the Year  Ended 12/31/2001** |   | **For the Year  Ended 12/31/2000** |   | **For the Year  Ended 12/31/99** |       | **For the Year  Ended 12/31/98** |   |
|----------------------------------------------------|--------|-----------------------------------------|-----------|------------------------------------|--------|------------------------------------|--------|----------------------------------|------------|----------------------------------|--------|
| Revenue:                                           |   |                                    |      |                               |   |                               |   |                             |       |                             |   |
| Total net  realized and unrealized gains (losses)* |   | $                                       | 1,810,422 |                               | $      | 670,927                            |   | $                                | (861,565   | )                                | $      | 463,999 |   | $ | 646,388 |   |
| Interest  Income                                   |   | 121,410                                 |      | 357,563                            |   | 517,863                            |   | 654,566                          |       | 886,163                          |   |
|                                               |   |                                    |      |                               |   |                               |   |                             |       |                             |   |
| Expenses:                                          |   |                                    |      |                               |   |                               |   |                             |       |                             |   |
| Profit share                                       |   | 4,620                                   |      | —                             |   | —                             |   | 77,599                           |       | —                           |   |
| Administrative  expenses                           |   | 63,237                                  |      | 61,696                             |   | 78,491                             |   | 79,574                           |       | 86,250                           |   |
| Brokerage  commissions                             |   | 478,449                                 |      | 553,083                            |   | 656,725                            |   | 1,062,865                        |       | 1,299,470                        |   |
|                                               |   |                                    |      |                               |   |                               |   |                             |       |                             |   |
| Net income  (loss) after profit share              |   | $                                       | 1,385,526 |                               | $      | 413,711                            |   | $                                | (1,078,918 | )                                | $      | (101,477 | ) | $ | 146,831 |   |
|                                               |   |                                    |      |                               |   |                               |   |                             |       |                             |   |
| Total assets                                       |   | $                                       | 5,621,679 |                               | $      | 6,788,036                          |   | $                                | 8,472,176  |                             | $      | 12,502,524 |   | $ | 15,445,407 |   |
| Total  limited partners’ capital              |   | $                                       | 5,065,864 |                               | $      | 5,953,784                          |   | $                                | 7,162,609  |                             | $      | 10,991,922 |   | $ | 13,830,609 |   |
| Net asset  value per Unit                          |   | $                                       | 1,704.57  |                               | $      | 1,385.67                           |   | $                                | 1,322.54   |                             | $      | 1,445.93 |   | $ | 1,479.31 |   |
| Increase  (decrease) in net asset value per Unit   |   | $                                       | 318.90    |                               | $      | 63.13                              |   | $                                | (123.39    | )                                | $      | (33.38 | ) | $ | 15.81 |   |

 

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*From trading futures and forward contracts, foreign exchangetransactions and U.S. Treasury obligations

 

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

 

Reference is made to “Item 6.  Selected Financial Data” and “Item8.  Financial Statements andSupplementary Data.”  Theinformation contained therein is essential to, and should be read inconjunction with, the following analysis.

 

Capital Resources

 

The Partnership does not intend to raise anyadditional capital through borrowing and, because it is a closed-end fund, itcannot sell any more Units unless it undertakes a new public offering, whichwould require another registration with the Securities and ExchangeCommission.  Due to the nature of thePartnership’s business, it will make no significant capital expenditures, andsubstantially all its assets are and will be represented by cash equivalents ordeposits in money market funds, United States Treasury securities, andinvestments in futures, forward contracts and related options.

 

The Partnership trades futures, options andforward contracts primarily on currencies and secondarily on financialinstruments.  Risk arises from changesin the value of these contracts (market risk) and the potential inability ofcounterparties or brokers to perform under the terms of their contracts (creditrisk).  Market risk is generallymeasured by the face amount of the 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 General Partner has procedures in placeto control market risk, although there can be no assurance that they will, infact, succeed in doing so.  Theseprocedures primarily focus on   (1) realtime monitoring of open positions; (2) diversifying positions among variouscurrencies and financial instruments; (3) limiting the assets committed asmargin, generally within a range of 15% to 35% of an account’s Net Assets atexchange minimum margins, (including imputed margins on forward positions)although the amount committed to margin at any time may be substantiallyhigher; (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 Partnership controls credit risk by dealing exclusively withlarge, well capitalized financial institutions as brokers and counterparties.

 

The Partnership is generally required todeposit approximately 5% of the notional value of its forward contractpositions with the Currency Dealers as collateral.  At any time, and from time to time, the Partnership may have openpositions with the Currency Dealers with a total notional value of as much asthree times the capitalization of the Partnership and collateral deposits of upto approximately 15% of the capital of the Partnership.

 

The Partnership’s futures contracts aresettled by offset and are cleared by the exchange clearinghouse function.  Options on futures contracts are settledeither by offset or by exercise.  If anoption on a future is exercised, the Partnership is assigned a position in theunderlying future which is then settled by offset.  The Partnership’s spot and forward currency transactionsconducted in the interbank market are settled by netting offsetting positionsheld with the same counterparty; net positions are then settled by enteringinto offsetting positions and by cash payments.

 

Liquidity

 

The Partnership’s assets are either held incash or are invested by the General Partner in United States Treasury bills or“customer segregated funds accounts.” To the extent deposited as margin with currency dealers or futuresbrokers, the Partnership’s assets are subject to the General Partner’s abilityto close out its currency futures or forward contracts positions.

 

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During its operations throughDecember 31, 2002, the Partnership experienced no meaningful periods ofilliquidify in any of the markets traded by the Partnership.

 

Most of the Partnership’s positions are incurrency forward contracts.  Forwardcontracts are not traded on a commodity exchange.  The Partnership could be prevented from promptly liquidatingunfavorable positions, thereby subjecting the Partnership to substantial losseswhich could exceed the margin initially committed to such trades.  In addition, the Partnership may not be ableto execute forward contract trades at favorable prices if little trading in thecontracts it holds is taking place. Other than these limitations on liquidity, which are inherent in thePartnership’s currency trading operations, the Partnership’s assets are highlyliquid and are expected to remain so. Generally, forward contracts can be offset at the discretion of theGeneral Partner.  However, if the marketis not liquid, it could prevent the timely closeout of an unfavorable positionuntil the delivery date, regardless of the changes in their value or theGeneral Partner’s investment strategies.

 

Results of Operations

 

Operating results show a profit for thefiscal years ended December 31, 2002, 2001, and 2000.

 

Total Partnership capital as ofDecember 31, 2002, 2001, and 2000 equaled $5,439,998, $6,525,635 and$8,304,055, respectively.  The net assetvalue of a Unit as of December 31, 2002 was $1,704.57, an increase in value forfiscal year 2002 of 23.01%.  The netasset value of a Unit as of December 31, 2001 was $1,385.67, an increase invalue for fiscal year 2001 of 4.77%; and the net asset value per Unit as ofDecember 31, 2000 was $1,322.54 a decrease in value for fiscal year 2000 of8.5%.

 

For 2002, the Partnership’s totaladministrative and brokerage commission expenses of $541,686 were partiallyoffset by interest income of $121,410. Total net realized and unrealized gains of $1,810,422 from its tradingoperations (including foreign exchange transactions and translations) resultedin net income for the year 2002 of $1,385,526 (after a $4,620 profit share tothe General Partner).  For 2001, thePartnership’s total administrative and brokerage commission expenses of$614,779 were partially offset by interest income of $357,563.  Total net realized and unrealized gains of$670,927 from its trading operations (including foreign exchange transactionsand translations) resulted in net income for the year 2001 of $413,711.  For 2000, the Partnership’s totaladministrative and brokerage commission expenses of $735,216 were partiallyoffset by interest income of $517,863. Total net realized and unrealized losses of $861,565 from its tradingoperations (including foreign exchange transactions and translations) resultedin a net loss for the year 2000 of $1,078,918.

 

The Partnershipregistered a sharp gain for the year 2002 as interest rate trading, andcurrency trading were highly profitable. Stock index trading also produced a moderate gain, while  trading of metal futures resulted in afractional loss.  Sluggish worldwideeconomic activity, the continuing plunge of stock prices and the flight tosafety and quality prompted by geopolitical uncertainties triggered large,persistent capital flows into government bills, notes and bonds worldwide.  Accordingly, the Partnership’s longpositions in U. S., European, and Japanese interest rate futures generatedsizable gains.  As market participantscame to doubt the likelihood of economic recovery in America during 2002; theU. S. dollar weakened and the capital inflows that had supported the dollar,despite America’s huge current account deficit, shrank and reversed.  As a result, the Partnership’s short dollarpositions relative to the euro, Swiss franc, and Korean won were veryprofitable.  A short dollar/long SouthAfrican rand position was also profitable as gold prices were boosted by safehaven buying.  The Partnership’s equitytrading was moderately profitable during 2002 due to short positions in Germanand U. S. equity futures, while the Partnership’s metals trading lost money,despite strong profits from long gold positions, as non-precious metals pricesfluctuated erratically.

 

The Partnership wasprofitable for the full year 2001. Trading in interest rate futures, dollar currency positions, and stockindex futures was profitable.  On theother hand, non-dollar cross currency trading produced a loss, while metalstrading had no appreciable impact on performance.  A long position in short-term eurodollar interest rates futuresthat persisted throughout the year was highly profitable in response to the continuouseasing of monetary policy by the Federal Reserve.  A long position in 10-year 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 and, to a lesserextent, so was a long dollar position relative to the Singapore dollar.  Meanwhile, trading of the dollar/euroexchange rate generated a loss.  Also,trading the euro versus the British pound and Norwegian krona producedlosses.  Short German and Japanese stockindex futures positions were quite profitable during the past year.  In addition, both long and short positionsin Hong Kong equity index futures were profitable.  Finally, in metals, losses registered in trading of gold futureswere essentially offset by gains from trading aluminum, copper and zincfutures.

 

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The Partnership  posted a loss for the full year 2000.  The trading environment in all marketsegments was extremely difficult for the first three-quarters of the year, asmost markets in all sectors were highly volatile with little or no consistenttrends.  In the fourth quarter, however,the market environment improved significantly, and four market sectors wereprofitable, one sector had a zero result for the quarter, and the other sectorhad only a fractional loss.  On balance,interest rate trading was profitable thanks to a strong fourth quarter uptrendin futures prices.  Gains from U.S. andGerman interest rate positions led the way, while losses resulted from tradingJapanese and U.K. instruments.  Dollarcurrency trading was also profitable due to a fourth quarter rebound.   Long dollar positions versus the Europeancurrencies and Thai Bhat were the leading gainers for 2000.  Cross rates trading of the Euro and Canadiandollar versus the Yen generated losses. Persistent non-directional volatility plagued equity and metalstrading.  In the equity sector, HongKong, Japanese and German futures produced the largest losses.  Trading in copper, aluminum, zinc and goldresulted in losses.

 

Inflation is not a significant factor in thePartnership’s profitability, except to the extent the inflation may affectforward contract prices.

 

Item 7A. Quantitative andQualitative Disclosures About Market Risk

 

Not required.  The Partnership is a “small business issuer.”

 

Item 8.    Financial Statements and Supplementary Data

 

Financial statements required by this item,including the report of Ernst & Young LLP, are included as Exhibit 13.01 tothis report.  The report ofPricewaterhouseCoopers LLP is incorporated herein by reference from Exhibit13.01 of the Partnership’s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2001 and is filed as Exhibit 13.02 herewith.

 

The following summarized quarterly financialinformation presents the results of operations for the three month periodsended March 31, June 30, September 30 and December 31, 2002 and 2001.  This information has not been audited.

 
|                       |   | **4th Quarter  2002** |     | **3rd Quarter  2002** |   | **2nd Quarter  2002** |   | **1st Quarter  2002** |      |
|----------------------------|--------|-----------------------|----------|-----------------------|--------|-----------------------|--------|-----------------------|-----------|
| Income (Loss):             |   | $                     | (200,206 | )                     | $      | 965,989               |   | $                     | 1,427,885 |   | $ | (261,838 | ) |
| Expenses:                  |   | 153,033               |     | 140,870               |   | 125,948               |   | 126,453               |      |
| Net Income (Loss):         |   | (353,239              | )        | 825,119               |   | 1,301,937             |   | (388,291              | )         |
| Net Income (Loss) per Unit |   | (101.80               | )        | 213.25                |   | 293.54                |   | (86.09                | )         |
|                            |        |                       |          |                       |        |                       |        |                       |           |  |  |  |  |

 
|                        |   | **4th Quarter  2001** |   | **3rd Quarter  2001** |   | **2nd Quarter  2001** |   | **1st Quarter  2001** |     |
|-----------------------------|--------|-----------------------|--------|-----------------------|--------|-----------------------|--------|-----------------------|----------|
| Income  (Loss):             |   | $                     | 5,539  |                  | $      | 443,444               |   | $                     | (450,037 | ) | $ | 1,029,544 |   |
| Expenses:                   |   | 133,068               |   | 149,633               |   | 160,559               |   | 171,519               |     |
| Net Income  (Loss):         |   | (127,529              | )      | 293,811               |   | (610,596              | )      | 858,025               |     |
| Net Income  (Loss) per Unit |   | (28.53                | )      | 57.09                 |   | (116.03               | )      | 150.60                |     |
|                             |        |                       |        |                       |        |                       |        |                       |          |  |  |  |  |

 

There were no extraordinary, unusual or infrequentlyoccurring items recognized in any quarter within the two most recent fiscalyears, and the Trust 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 Directorsof the General Partner dismissed PricewaterhouseCoopers LLP as its independentauditor for the Partnership and approved the engagement of Ernst & YoungLLP as independent auditors for the Partnership.

 

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Disclosure regarding the change of thePartnership’s auditors was previously reported on the Partnership’s currentreport on From 8-K filed December 3, 2002. There were no disagreements with PricewaterhouseCoopers LLP regardingaccounting principles or practices, financial statement disclosure or auditscope or procedure.

 

PART III

 

Item 10.  Directors and Executive Officers of the Registrant

 

The Partnership has no directors or executiveofficers.  The Partnership is controlledand managed by the General Partner. There are no “significant employees” of thePartnership.

 

Millburn Ridgefield Corporation, the GeneralPartner, is a Delaware corporation organized in May 1982 to managediscretionary 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 ofMillburn Ridgefield Corporation as of December 31, 2002 are as follows:

 

Harvey Beker, age 49.  Mr. Beker isCo-Chief Executive Officer and Co-Chairman of the Managing Owner and TheMillburn Corporation, and a partner of ShareInVest Research L.P.  He received a Bachelor of Arts degree ineconomics from New York University in 1974 and a Master of BusinessAdministration degree in finance from NYU in 1975.  From June 1975 to July 1977, Mr. Beker was employed by LoebRhoades, Inc. where he developed and traded silver arbitrage strategies.  From July 1977 to June 1978, Mr. Beker was afutures trader at Clayton Brokerage Co. of St. Louis.  Mr. Beker has been employed by The MillburnCorporation since June 1978.  During histenure at the Managing Owner, he has been instrumental in the development ofthe research, trading and operations areas. Mr. Beker became a principal of the firm in 1982.

 

George E. Crapple, age 58.  Mr.Crapple is Co-Chief Executive Officer and Co-Chairman of the Managing Owner andThe Millburn Corporation and a partner of ShareInVest Research L.P.  In 1966 he graduated with honors from theUniversity of Wisconsin where his field of concentration was economics and hewas elected to Phi Beta Kappa.  In 1969he graduated from Harvard 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  on April 1, 1983 on a full-time basis.  Mr. Crapple is a Director, Member of theExecutive Committee, Chairman of the Appeals Committee and a former Chairman ofthe Eastern Regional Business Conduct Committee of the NFA, past Chairman ofthe Managed Funds Association and a member of the Technology Advisory Committeeof the CFTC.

 

Gregg R. Buckbinder, age 44.  Mr. Buckbinder is Senior Vice-President andChief Operating Officer of the Managing Owner and The Millburn Corporation anda partner of ShareInVest Research L.P. He graduated cum laude from Pace University in 1980 with a B.B.A. inaccounting and received an M.S. in taxation from Pace in 1988.  He joined the Managing Owner in January 1998from Odyssey Partners, L.P. where he was responsible for the operation, administrationand accounting of the firm’s merchant banking and managed account businessesfrom mid-1990 through December 1997. Mr. Buckbinder was employed by Tucker Anthony, a securities broker anddealer, from 1985 to 1990 where he was First Vice President and Controller, andfrom 1983 to 1984 where he designed and implemented various operations andaccounting systems.  He was with thepublic accounting firm of Ernst & Whinney from 1984 to 1985 as a manager inthe tax department and from 1980 to 1983 as a senior auditor, with an emphasison clients in the financial services business. He is a Certified Public Accountant and a member of the AmericanInstitute of Certified Public Accountants.

 

Mark B. Fitzsimmons, age 55.  Mr.Fitzsimmons is a Senior Vice-President of the Managing Owner and The MillburnCorporation and a partner of ShareInVest Research L.P.  His responsibilities include both marketingand investment strategy.  He graduatedsumma cum laude from the University of Bridgeport, Connecticut in 1970 with aB.S. in economics.  His graduate workwas done at the University of Virginia, where he received a certificate ofcandidacy for a Ph.D. in economics in 1973. He joined the Managing Owner in January 1990 from Morgan Stanley &Co. Incorporated where he was a Principal and Manager of institutional foreignexchange sales and was involved in strategic trading for the firm.  From 1977 to 1987 he was with Chemical BankNew York Corporation, first as a Senior Economist in Chemical’s ForeignExchange Advisory Service and later as a Vice-President and Manager ofChemical’s Corporate Trading Group. While at Chemical he also traded both foreign exchange and

 

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fixed income products.  From 1973 to 1977 Mr. Fitzsimmons wasemployed by the Federal Reserve Bank of New York, dividing his time between theInternational Research Department and the Foreign Exchange Department.

 

Barry Goodman, age 45.  Mr. Goodman is Executive Vice-President,Director of Trading and Co-Director of Research of the Managing Owner and TheMillburn Corporation and a partner of ShareInVest Research L.P.  His responsibilities include overseeing thefirm’s trading operation and managing its trading relationships, as well as thedesign and implementation of trading systems. He graduated magna cum laude from Harpur College of the State Universityof New York in 1979 with a B.A. in economics. From 1980 through late 1982 he was a commodity trader for E. F. Hutton& Co., Inc.  At Hutton he alsodesigned and maintained various technical indicators and coordinated researchprojects pertaining to the futures markets. He joined the Managing Owner in 1982 as Assistant Director of Trading.

 

Dennis B. Newton, age 51.  Mr. Newton is a Senior Vice-President of theManaging Owner and the Millburn Corporation. His primary responsibilities are in administration and marketing.  Prior to joining the Managing Owner inSeptember 1991, Mr. Newton was President of Phoenix Asset Management, Inc., aregistered commodity pool operator from April 1990 to August 1991.  Prior to his employment with Phoenix, Mr.Newton was a Director of Managed Futures with Prudential-Bache Securities Inc.from September 1987 to March 1990.  Mr.Newton joined Prudential-Bache from Heinold Asset Management, Inc. where he wasa member of the senior management team. Heinold was a pioneer and one of the largest sponsors of funds utilizingfutures and currency forward trading.

 

Grant N. Smith, age 51.  Mr. Smithis Executive Vice-President and Co-Director of Research of the Managing Ownerand The Millburn 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.

 

Item 11.  Executive Compensation

 

The Partnership has no directors orofficers.  None of the directors orofficers of the General Partner receive “other compensation” from the Partnership.  The General Partner makes all tradingdecisions on behalf of the Partnership. The General Partner receives monthly brokerage commissions of 0.6875 of1% of the Net Assets (which is reduced to 0.52 of 1% of Net Assets for LimitedPartners who invest more than $1 million in the Partnership) and a quarterlyprofit share of 17.5% of any new trading profit.

 

Item 12.  Security Ownership of Certain Beneficial Ownersand Management

 

(a)           Security ownership of certain beneficial owners

 

The Partnership knows of no person who ownsbeneficially more than 5% of the Units. All of the Partnership’s general partnership interest is held by theGeneral Partner.

 

(b)           Security ownership of management

 

Under the terms of the Limited PartnershipAgreement, the Partnership’s affairs are managed by the General Partner, whichhas discretionary authority over the Partnership’s trading.  The General Partner’s general partnershipinterest was valued at $374,134  as ofDecember 31, 2002, approximately 6.88% of the Partnership’s total equity.

 

(c)           Changes in control

 

None.

 

9

----

 

 

Item 13.  Certain Relationships and Related Transactions

 

See “Item 11.  Executive Compensation” and “Item 12.  Security Ownership of Certain BeneficialOwners and Management.”  ThePartnership allocated to the General Partner, $478,449 in brokerage fees and$4,620 in profit share for fiscal year 2002. The General Partner’s general partnership interest showed an allocationof gain (loss) of $152,283 in fiscal year 2002.  The Partnership is prohibited from making any loans.

 

Item 14.  Controls andProcedures

 

The General Partner, with the participationof the General Partner’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 Partnership within 90days of the filing date of this annual report, and, based on their evaluation,have concluded that these disclosure controls and procedures areeffective.  There were no significantchanges in the General Partner’s internal controls with respect to thePartnership or in other factors applicable to the Partnership that couldsignificantly affect these controls subsequent to the date of 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 isincorporated herein by reference from the Partnership’s Annual Report on Form10-K for the fiscal year ended December 31, 2001 and is filed as Exhibit 13.02herewith.

 

Thefollowing financial statements are included with the 2002 Report of IndependentAuditors, a copy of which is filed herewith as Exhibit 13.01.

 
| 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 Partners’ 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 thatthey are not required, are not applicable, because equivalent information hasbeen included in the financial 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 |

 

10

----

 
| 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 incorporatedherein by reference from Amendment No. 1 to the Registration Statement (FileNo. 33-50388) filed on October 30, 1992 on Form S-1 under the Securities Act of1933.

 
| **Designation** |   | **Description**                                                                                                                                |
|-----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.01            |   | Form of Selling Agreement among the  Partnership, the General Partner and the Selling Agent.                                                   |
| 3.01            |   | Limited Partnership Agreement of the  Partnership (included as Exhibit A to the Prospectus).                                                   |
| 3.02            |   | Certificate of Limited Partnership of the  Partnership.                                                                                        |
| 3.03            |   | Amended and Restated Limited Partnership  Agreement (included as Exhibit A to the Prospectus).                                            |
| 10.01           |   | Form of Subscription Agreement and Power of  Attorney.                                                                                         |
| 10.02           |   | Form of Customer Agreement and Forward  Dealer Agreement among the Partnership, the General Partner and the Selling  Agent.                    |
| 10.03           |   | Form of Customer Agreement and Forward  Dealer Agreement among the Partnership, the General Partner and Morgan  Stanley & Co. Incorporated |
| 10.04           |   | Form of Customer Agreement and Forward  Dealer Agreement among the Partnership, the General Partner and AIG Trading  Corp.                     |
| 10.05           |   | Escrow Agreement between the Partnership  and Chemical Bank, N.A.                                                                              |
|            |   |                                                                                                                                           |

 

(b)           Reports on Form 8-K

 

On December 3, 2002, the Partnership filed aCurrent Report on Form 8-K to disclose, pursuant to Item 4 of Form 8-K, that onNovember 27, 2002 the Board of Directors of the General Partner had dismissedPricewaterhouseCoopers LLP as its independent auditor for the Partnership andhad approved the engagement of Ernst & Young LLP as independent auditorsfor the Partnership.

 

11

----

 

SIGNATURES

 

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the Registranthas duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized, on the 28th day of March, 2003.

 
|   | THE MILLBURN GLOBAL OPPORTUNITY FUND L.P. |
|--------|-------------------------------------------|
|   |                                      |
|   | By:                                       | Millburn Ridgefield Corporation, |   |
|   |                                      | General Partner |   |
|   |                                      |   |   |
|   | By:                                       | /s/ Harvey Beker |   |
|   |                                      | Harvey Beker |   |
|   |                                      | Co-Chief Executive Officer |   |
|        |                                           |  |  |  |

 

Pursuant to the requirements of theSecurities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the Managing Owner of the Registrant in thecapacities 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 principalaccounting officer, and a majority of the directors of Millburn RidgefieldCorporation)

 

Millburn Ridgefield Corporation

Managing Owner of Registrant

March 28, 2003

 
| By     | /s/ Harvey Beker           |   |
|--------|----------------------------|--------|
|   | Harvey Beker               |   |
|   | Co-Chief Executive Officer |

 

12

----

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 

I, George E. Crapple, Co-Chief Executive Officer of Millburn RidgefieldCorporation, the General Partner of The Millburn Global Opportunity Fund L.P.(the “Fund”), do hereby certify that:

 
| 1.  I have reviewed this  annual report on Form 10-K of The Millburn Global Opportunity Fund L.P.;                                                                                                                                                                                                                                                                                             |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.  Based on my knowledge,  this annual report does not contain any untrue statement of a material fact  or omit to state a material fact necessary to make the statements made, in  light of the circumstances under which such statements were made, not  misleading with respect to the period covered by this annual report;                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 3.  Based on my knowledge, the  financial statements, and other financial information included in this annual  report, fairly present in all material respects the financial condition,  results of operations and cash flows of the Fund as of, and for, the periods  presented in this annual report;                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 4. The Fund’s other certifying officers and I are responsible for  establishing and maintaining disclosure controls and procedures (as defined  in Exchange Act Rules 13a-14 and 15d-14) for the Fund and have:                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                | (a) | designed such disclosure controls and procedures to ensure that  material information relating to the Fund, including its consolidated subsidiaries,  is made known to us by others within those entities, particularly during the  period in which this annual report is being prepared; |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                | (b) | evaluated the effectiveness of the Fund’s disclosure controls and  procedures as of a date within 90 days prior to the filing date of this  annual report (the “Evaluation Date”); and |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                | (c) | presented in this annual report our conclusions about the  effectiveness of the disclosure controls and procedures based on our  evaluation as of the Evaluation Date; |
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 5.  The Fund’s other  certifying officers and I have disclosed, based on our most recent  evaluation, to the Fund auditors and the audit committee of the Fund’s board  of directors (or persons performing the equivalent functions):                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                | (a) | all significant deficiencies in the design or operation of internal  controls which could adversely affect the Fund’s ability to record, process,  summarize and report financial data and have identified for the Fund auditors  any material weaknesses in internal controls; and |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                | (b) | any fraud, whether or not material, that involves management or other  employees who have a significant role in the Fund’s internal controls; and |
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 6.  The Fund’s other  certifying officers and I have indicated in this annual report whether or not  there were significant changes in internal controls or in other factors that  could significantly affect internal controls subsequent to the date of our  most recent evaluation, including any corrective actions with regard to  significant deficiencies and material weaknesses. |
|                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |  |  |

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

 

13

----

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 

I, Harvey Beker, Co-Chief Executive Officer of Millburn RidgefieldCorporation, the General Partner of The Millburn Global Opportunity Fund L.P.(the “Fund”), do hereby certify that:

 
| 1.  I have reviewed this  annual report on Form 10-K of The Millburn Global Opportunity Fund L.P.;                                                                                                                                                                                                                                                                                             |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.  Based on my knowledge,  this annual report does not contain any untrue statement of a material fact  or omit to state a material fact necessary to make the statements made, in  light of the circumstances under which such statements were made, not  misleading with respect to the period covered by this annual report;                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 3.  Based on my knowledge, the  financial statements, and other financial information included in this annual  report, fairly present in all material respects the financial condition,  results of operations and cash flows of the Fund as of, and for, the periods  presented in this annual report;                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 4. The Fund’s other certifying officers and I are responsible for  establishing and maintaining disclosure controls and procedures (as defined  in Exchange Act Rules 13a-14 and 15d-14) for the Fund and have:                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                | (a); | designed such disclosure controls and procedures to ensure that  material information relating to the Fund, including its consolidated  subsidiaries, is made known to us by others within those entities, particularly  during the period in which this annual report is being prepared |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                | (b) |  evaluated the effectiveness  of the Fund’s disclosure controls and procedures as of a date within 90 days  prior to the filing date of this annual report (the “Evaluation Date”); and |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                | (c) | presented in this annual report our conclusions about the  effectiveness of the disclosure controls and procedures based on our  evaluation as of the Evaluation Date; |
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 5.  The Fund’s other  certifying officers and I have disclosed, based on our most recent  evaluation, to the Fund auditors and the audit committee of the Fund’s board  of directors (or persons performing the equivalent functions):                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                | (a) | all significant deficiencies in the design or operation of internal  controls which could adversely affect the Fund’s ability to record, process,  summarize and report financial data and have identified for the Fund auditors  any material weaknesses in internal controls; and |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                | (b) | any fraud, whether or not material, that involves management or other  employees who have a significant role in the Fund’s internal controls; and |
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 6.  The Fund’s other  certifying officers and I have indicated in this annual report whether or not  there were significant changes in internal controls or in other factors that  could significantly affect internal controls subsequent to the date of our  most recent evaluation, including any corrective actions with regard to  significant deficiencies and material weaknesses. |
|                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |  |

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

 

14

----

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 

I, Gregg R. Buckbinder, Chief Operating Officer and principal financialofficer of Millburn Ridgefield Corporation, the General Partner of The MillburnGlobal Opportunity Fund L.P. (the “Fund”), do hereby certify that:

 
| 1.  I have reviewed this  annual report on Form 10-K of The Millburn Global Opportunity Fund L.P.;                                                                                                                                                                                                                                                                                             |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.  Based on my knowledge,  this annual report does not contain any untrue statement of a material fact  or omit to state a material fact necessary to make the statements made, in  light of the circumstances under which such statements were made, not  misleading with respect to the period covered by this annual report;                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 3.  Based on my knowledge, the  financial statements, and other financial information included in this annual  report, fairly present in all material respects the financial condition,  results of operations and cash flows of the Fund as of, and for, the periods  presented in this annual report;                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 4. The Fund’s other certifying officers and I are responsible for  establishing and maintaining disclosure controls and procedures (as defined  in Exchange Act Rules 13a-14 and 15d-14) for the Fund and have:                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                | (a) | designed such disclosure controls and procedures to ensure that  material information relating to the Fund, including its consolidated  subsidiaries, is made known to us by others within those entities,  particularly during the period in which this annual report is being prepared; |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                | (b) | evaluated the effectiveness of the Fund’s disclosure controls and  procedures as of a date within 90 days prior to the filing date of this  annual report (the “Evaluation Date”); and |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                | (c) | presented in this annual report our conclusions about the  effectiveness of the disclosure controls and procedures based on our  evaluation as of the Evaluation Date; |
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 5.  The Fund’s other  certifying officers and I have disclosed, based on our most recent  evaluation, to the Fund’s auditors and the audit committee of the Fund’s  board of directors (or persons performing the equivalent functions):                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                | (a) | all significant deficiencies in the design or operation of internal  controls which could adversely affect the Fund’s ability to record, process,  summarize and report financial data and have identified for the Fund’s  auditors any material weaknesses in internal controls; and |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                | (b) | any fraud, whether or not material, that involves management or other  employees who have a significant role in the Fund’s internal controls; and |
|                                                                                                                                                                                                                                                                                                                                                                                                |
| 6.  The Fund’s other  certifying officers and I have indicated in this annual report whether or not  there were significant changes in internal controls or in other factors that  could significantly affect internal controls subsequent to the date of our  most recent evaluation, including any corrective actions with regard to  significant deficiencies and material weaknesses. |

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

 

15

----

 

EXHIBIT INDEX

 

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 incorporatedherein by reference from Amendment No. 1 to the Registration Statement (FileNo. 33-50388) filed on October 30, 1992 on Form S-1 under the Securities Act of1933.

 
| **Designation** |   | **Description**                                                                                                                                |
|-----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                                           |
| 1.01            |   | Form of Selling Agreement among the  Partnership, the General Partner and the Selling Agent.                                                   |
| 3.01            |   | Limited Partnership Agreement of the  Partnership (included as Exhibit A to the Prospectus).                                                   |
| 3.02            |   | Certificate of Limited Partnership of the  Partnership.                                                                                        |
| 3.03            |   | Amended and Restated Limited Partnership  Agreement (included as Exhibit A to the Prospectus).                                            |
| 10.01           |   | Form of Subscription Agreement and Power of  Attorney.                                                                                         |
| 10.02           |   | Form of Customer Agreement and Forward  Dealer Agreement among the Partnership, the General Partner and the Selling  Agent.                    |
| 10.03           |   | Form of Customer Agreement and Forward  Dealer Agreement among the Partnership, the General Partner and Morgan  Stanley & Co. Incorporated |
| 10.04           |   | Form of Customer Agreement and Forward  Dealer Agreement among the Partnership, the General Partner and AIG Trading  Corp.                     |
| 10.05           |   | Escrow Agreement between the Partnership  and Chemical Bank, N.A.                                                                              |
|            |   |                                                                                                                                           |

 

16

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