SMITH BARNEY WESTPORT FUTURES FUND LP - 10-K Annual Report

Back to GetFilings.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the year ended December 31, 2002

Commission File Number 0-24111
-------

SMITH BARNEY WESTPORT FUTURES FUND L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

New York 13-3939393
- --------------------------------------------------------------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

c/o Smith Barney Futures Management LLC
388 Greenwich St. - 7th Fl.
New York, New York 10013
- --------------------------------------------------------------------------------
(Address and Zip Code of principal executive offices)

(212) 723-5424
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act: Units of Limited
Partnership
Interest
---------------
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter 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 X No
----- ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Acts).

Yes X No
----- -----

Limited Partnership Units with an aggregate value of $75,416,469 were
outstanding and held by non-affiliates as of the last business day of the
registrants most recently completed second fiscal quarter.

As of February 28, 2003, 64,125.6356 Limited Partnership Units were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

PART I

Item 1. Business.
---------

(a) General development of business. Smith Barney Westport Futures Fund
L.P. ("Partnership") is a limited partnership organized on March 21, 1997 under
the partnership laws of the State of New York. The Partnership commenced trading
operations on August 1, 1997. The Partnership engages in speculative trading of
commodity interests, including futures contracts, options and forward contracts.

A Registration Statement on Form S-1 relating to the public offering became
effective on May 30, 1997. Beginning May 30, 1997, 120,000 Units of Limited
Partnership Interest ("Units") were publicly offered at $1,000 per Unit for a
period of ninety days, subject to increase for up to an additional sixty days at
the sole discretion of the General Partner. Between May 30, 1997 (commencement
of the offering period) and July 31, 1997, 40,035 Units were sold at $1,000 per
Unit. Proceeds of the offering were held in an escrow account and were
transferred, along with the general partner's contribution of $404,000 to the
Partnership's trading account on August 1, 1997 when the Partnership commenced
trading. The public offering of Units terminated on February 1, 1998. Sales of
additional Units and additional general partner contributions of Units for the
years ended December 31, 2002, 2001 and 2000, and redemptions of Units for the
years ended December 31, 2002, 2001 and 2000 are reported in the Statement of
Partners' Capital on page F-9 under "Item 8. Financial Statements and
Supplementary Data."

2

The general partner has agreed to make capital contributions, if
necessary, so that its general partnership interest will be equal to the greater
of (i) an amount to entitle it to 1% of each material item of Partnership
income, loss, deduction or credit and (ii) the greater of (a) 1% of the
partners' contributions to the Partnership or (b) $25,000. The Partnership will
be liquidated upon the first of the following to occur: December 31, 2017; the
net asset value per Unit falls below $400 as of the close of any business day;
or under certain circumstances as defined in the Limited Partnership Agreement
of the Partnership (the "Limited Partnership Agreement").

Smith Barney Futures Management LLC acts as the general partner (the
"General Partner") of the Partnership. The Partnership's commodity broker is
Salomon Smith Barney Inc. ("SSB"). SSB is an affiliate of the General Partner.
The General Partner is wholly owned by Salomon Smith Barney Holdings Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc.

The Partnership's trading of futures, forwards and options contracts, if
applicable, on commodities is done primarily on United States of America and
foreign commodity exchanges. It engages in such trading through a commodity
brokerage account maintained with SSB.

The General Partner has entered into a Management Agreement (the
"Management Agreement") with John W. Henry & Company, Inc. ("JWH"), (the
"Advisor") who will make all commodity trading decisions for the Partnership.
The Advisor is not affiliated with the General Partner or SSB. The Advisor is
not responsible for the organization or operation of the Partnership.

3

Pursuant to the terms of the Management Agreement, for the period January
1, 2000 through February 29, 2000, the Partnership was obligated to pay the
Advisor a monthly management fee equal to 1/3 of 1% (4% per year) of month-end
Net Assets (as defined in the Management Agreement) of the Partnership allocated
to the Advisor as of the end of each month and an incentive fee payable
quarterly, equal to 19% of the New Trading Profits (as defined in the Management
Agreement) earned by the Advisor for the Partnership. Effective March 1, 2000
through September 30, 2000, the Partnership was obligated to pay the Advisor a
monthly management fee equal to 1/3 of 1% (4% per year) of month-end Net Assets
allocated to the Advisor and an incentive fee payable quarterly equal to 15% of
New Trading Profits. Effective October 1, 2000, the Partnership pays the Advisor
a monthly management fee equal to 1/6 of 1% (2% per year) of month-end Net
Assets allocated to the Advisor and an incentive fee payable quarterly equal to
20% of the New Trading Profits.
The Partnership had entered into a Customer Agreement with SSB (the
"Customer Agreement") which provided that, effective January 1, 2000 through
February 29, 2000, the Partnership would pay SSB a monthly brokerage fee equal
to 13/24 of 1% of month-end Net Assets allocated to the Advisors (6.5% per year)
in lieu of brokerage commissions on a per trade basis. Effective March 1, 2000,
the monthly brokerage fee was reduced to 11/24 of 1% (5.5% per year) of
month-end Net Assets, in lieu of brokerage commissions on a per trade basis. SSB
also pays a portion of its brokerage fees to its financial consultants who have

4

sold Units and who are registered as associated persons with the Commodity
Futures Trading Commission (the "CFTC"). The Partnership pays for National
Futures Association ("NFA") fees, exchange and clearing fees, give-up and user
fees and floor brokerage fees. The Customer Agreement between the Partnership
and SSB gives the Partnership the legal right to net unrealized gains and
losses.
In addition, SSB pays the Partnership interest on 80% of the average daily
equity maintained in cash in its account during each month at a 30-day U.S.
Treasury bill rate determined weekly by SSB based on the average non-competitive
yield on 3-month U.S. Treasury bills maturing in 30 days from the date on which
such weekly rate is determined.
(b) Financial information about industry segments. The Partnership's
business consists of only one segment, speculative trading of commodity
interests (including, but not limited to, futures contracts, options and forward
contracts on U.S. Treasury Bills, other financial instruments, foreign
currencies, stock indices and physical commodities). The Partnership does not
engage in sales of goods or services. The Partnership's net income (loss) from
operations for the years ended December 31, 2002, 2001, 2000 is set forth under
"Item 6. Selected Financial Data." The Partnership's capital as of December 31,
2002 was $84,642,954.

5

(c) Narrative description of business.
---------------------------------
See Paragraphs (a) and (b) above.
(i) through (xii) - Not applicable.
(xiii) - The Partnership has no employees.

(d) Financial Information About Geographic Areas. The Partnership does not
engage in sales of goods or services or own any long lived assets, and
therefore this item is not applicable.

Item 2. Properties.
----------
The Partnership does not own or lease any properties. The General Partner
operates out of facilities provided by its affiliate, SSB.

Item 3. Legal Proceedings.
-----------------
This section describes the major pending legal proceedings, other than
ordinary routine litigation incidental to the business, to which Salomon Smith
Barney Holdings Inc. ("SSBHI") or its subsidiaries is a party or to which any of
their property is subject. There are no material legal proceedings pending
against the Partnership or the General Partner.
Salomon Smith Barney Inc. ("SSB") is a New York corporation with its
principal place of business at 388 Greenwich St., New York, New York 10013. SSB
is registered as a broker-dealer and futures commission merchant ("FCM"), and
provides futures brokerage and clearing services for institutional and retail
participants in the futures markets. SSB and its affiliates also provide
investment banking and other financial services for clients worldwide.
There have been no administrative, civil or criminal actions pending, on
appeal or concluded against SSB or any of its individual principals within the

6

past five years that management believes may have a material impact on SSB's
ability to act as an FCM. In the ordinary course of its business, SSB is a party
to various claims and regulatory inquiries. Proceedings deemed to be material
for purposes of Commodity Futures Trading Commission ("CFTC") disclosure
requirements are:
In December 1996, a complaint seeking unspecified monetary damages was
filed by Orange County, California against numerous brokerage firms, including
SSB, in the U.S. Bankruptcy Court for the Central District of California (County
of Orange et al. v. Bear Stearns & Co. Inc. et al.). The complaint alleged,
among other things, that the brokerage firms recommended and sold unsuitable
securities to Orange County. SSB and the remaining brokerage firms settled with
Orange County in mid 1999. SSB paid $1,333,333 to settle this matter.
In June 1998, complaints were filed in the U.S. District Court for the
Eastern District of Louisiana in two actions (Board of Liquidations, City Debt
of the City of New Orleans v. Smith Barney Inc. et ano. and The City of New
Orleans v. Smith Barney Inc. et ano.), in which the City of New Orleans seeks a
determination that Smith Barney Inc. and another underwriter will be responsible
for any damages that the City may incur in the event the Internal Revenue
Service denies tax exempt status to the City's General Obligation Refunding
Bonds Series 1991. The complaints were subsequently amended. SSB has asked the

7

court to dismiss the amended complaints. The court denied the motion but stayed
the case. Subsequently, the City withdrew its lawsuit.
In November 1998, a class action complaint was filed in the U.S. District
Court for the Middle District of Florida (Dwight Brock as Clerk for Collier
County v. Merrill Lynch, et al.). The complaint alleged that, pursuant to a
nationwide conspiracy, 17 broker-dealer defendants, including SSB, charged
excessive mark-ups in connection with advanced refunding transactions. Among
other relief, plaintiffs sought compensatory and punitive damages, restitution
and/or rescission of the transactions and disgorgement of alleged excessive
profits. In October 1999, the plaintiff filed a second amended complaint. In
November 1999, SSB moved to dismiss the amended complaint. In May 2001, the
parties reached and the court preliminarily approved a tentative settlement. SSB
paid $1,063,457 to settle this matter and in September 2001, the court approved
the settlement.
In connection with the Louisiana and Florida matters, the IRS and SEC
conducted an industry-wide investigation into the pricing of Treasury securities
in advanced refunding transactions. In April 2000, SSB and several other
broker-dealers entered into a settlement with the IRS and the SEC. Thereafter,
the plaintiffs filed voluntary discontinuances.
In December 1998, SSB was one of 28 market making firms that reached a
settlement with the SEC in the matter titled In the Matter of Certain Market
Making Activities on NASDAQ. As part of the settlement of that matter, SSB,
without admitting or denying the factual allegations, agreed to an order which

8

required that it: (i) cease and desist from committing or causing any violations
of Sections 15(c)(1) and (2) of the Securities Exchange Act of 1934 and SEC
Rules 15c1-2, 15c2-7 and 17a-3 thereunder, (ii) pay penalties totaling
approximately $760,000 and (iii) submit certain policies and procedures to an
independent consultant for review.
In March 1999, a complaint seeking in excess of $250 million was filed by a
hedge fund and its investment advisor against SSB in the Supreme Court of the
State of New York, County of New York (MKP Master Fund, LDC et al. v. Salomon
Smith Barney Inc.). The complaint included allegations that, while acting as
prime broker for the hedge fund, SSB breached its contracts with plaintiffs,
misused their monies and engaged in tortious conduct, including breaching its
fiduciary duties. SSB asked the court to dismiss the complaint in full. In
October 1999, the court dismissed the tort claims, including the breach of
fiduciary duty claims. The court allowed the breach of contract and conversion
claims to stand. In December 1999, SSB filed an answer and asserted
counterclaims against the investment advisor. In response to plaintiff's motion
to strike out the counterclaims, in January 2000, SSB amended its counterclaims
against the investment advisor to seek indemnification and contribution.
Plaintiffs moved to strike SSB's amended counterclaims in February 2000. In
September 2000, the court denied plaintiffs' motion to dismiss SSB's
counterclaims based on indemnification and contribution. In August 2002, SSB
filed a motion for summary judgment.
In April 2002, numerous class action complaints were filed against Solomon
Smith Barney and other investment banks in the U.S. District Court for the
Southern District of New York alleging violations of certain federal securities

9

laws (including Section 11 of the Securities Act of 1933 and Section 10(b) of
the Securities Exchange Act of 1934) with respect to the allocation of shares
for certain initial public offerings and related aftermarket transactions and
damage to investors caused by allegedly biased research analyst reports. On
February 19, 2003, the court issued an opinion denying the defendants' motion to
dismiss. Also pending in the Southern District of New York against SSB and other
investment banks are several alleged class actions which have been consolidated
into a single class action alleging violations of certain federal and state
antitrust laws in connection with the allocation of shares in initial public
offerings underwritten by such parties. The defendants in these actions have
moved to dismiss the consolidated amended complaint but the court has not yet
rendered a decision on those motions.
In April 2002, Citigroup and, in one case, SSB were named as defendants
along with, among others, commercial and/or investment banks, certain current
and former Enron officers and directors, lawyers and accountants in two alleged
consolidated class action complaints that were filed in the U.S. District Court
for the Southern District of Texas seeking unspecified damages. One action,
brought on behalf of individuals who purchased Enron securities (Newby, et al.
v. Enron Corp., et al.), alleges violations of Sections 11 and 15 of the
Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934 and the other action, brought on behalf of current and former Enron
employees (Tittle, et al. v. Enron Corp., et al.), alleges violations of ERISA

10

and RICO, as well as negligence and civil conspiracy. On May 8, 2002, Citigroup
and SSB filed motions to dismiss the complaints. On December 19, 2002, the
motions to dismiss the Newby complaint were denied. The motion to dismiss the
complaint in Tittle remains pending.
Since April 2002, SSB and several other broker dealers have received
subpoenas and/or requests for information from various governmental and
self-regulatory agencies and Congressional committees, including the NASD Inc.
which has raised issues about SSB's internal e-mail retention practices and
research on Winstar Communications, Inc. With respect to Winstar, SSB has
entered into a settlement agreement. SSB agreed to pay a penalty in the amount
of $5 million and did not admit to any wrongdoing. With respect to other such
matters, on December 20, 2002, Citigroup and a number of other broker/dealers
reached a settlement-in-principle with the SEC, the NASD Inc., the New York
Stock Exchange (the "NYSE") and the Attorney General of New York of all issues
raised in their research, initial public offerings allocation and
spinning-related inquiries. In addition, with respect to issues raised by the
NASD, the NYSE and the SEC about SSB's and other firms' e-mail retention
practices, SSB and several other broker/dealers and the NASD, the NYSE and the
SEC entered into a settlement agreement in December 2002. SSB agreed to pay a
penalty in the amount of $1.65 million and did not admit to any allegation of
wrongdoing.
Since May 2002, Citigroup, SSB and certain principals, executive officers
and current and former employees have been named as defendants in a number of
alleged class action complaints filed in the U.S. District Court for the

11

Southern District of New York by purchasers of various securities alleging they
violated federal securities law, including Sections 10 and 20 of the Securities
Exchange Act of 1934 by issuing research reports without reasonable basis and
failing to disclose conflicts of interest in connection with published
investment research, including Global Crossing, WorldCom, Inc., AT&T, Winstar,
Rhythm Net Connections, Level 3 Communications, MetroMedia Fiber Network, XO
Communications and Williams Communications Group Inc. Nearly all of these
actions are pending before a single judge in the U.S. District Court for the
Southern District of New York for coordinated proceedings. The court has
consolidated these actions into nine separate categories corresponding to the
companies named above.
Additional actions have been filed against Citigroup and certain of its
affiliates, including SSB, and certain of their current and former directors,
officers and employees, along with other parties, including: (1) three putative
class actions filed in state courts and federal courts on behalf of persons who
maintained accounts with SSB asserting, among other things, common law claims,
claims under state statutes, and claims under the Investment Advisers Act of
1940, for allegedly failing to provide objective and unbiased investment
research and investment management, seeking, among other things, return of fees
and commissions; (2) approximately fifteen actions filed in different state
courts by individuals asserting, among other claims, common law claims and
claims under state securities laws, for allegedly issuing research reports
without a reasonable basis in fact and for allegedly failing to disclose

12

conflicts of interest with companies in connection with published investment
research, including Global Crossing and WorldCom, Inc.; (3) approximately five
actions filed in different state courts by pension and other funds asserting
common law claims and statutory claims under, among other things, state and
federal securities laws, for allegedly issuing research reports without a
reasonable basis in fact and for allegedly failing to disclose conflicts of
interest with companies in connection with published investment research,
including WorldCom, Inc. and Qwest Communications International Inc.; and (4)
more than two hundred arbitrations asserting common law claims and statutory
claims under, among other things, state and federal securities laws, for
allegedly issuing research reports without a reasonable basis in fact and for
allegedly failing to disclose conflicts of interest with companies in connection
with published investment research.
In July 2002, Citigroup, SSB and various of its affiliates and certain of
their officers and other employees were named as defendants, along with, among
others, commercial and/or investment banks, certain current and former Enron
officers and directors, lawyers and accountants in an alleged class action filed
in the U.S. District Court for the Southern District of New York on behalf of
purchasers of the Yosemite Notes and Enron Credit-Linked Notes, among other
securities (Hudson Soft Co., Ltd v. Credit Suisse First Boston Corporation, et
al.). The complaint alleges violations of RICO and of Sections 10(b) and 20(a)
of the Securities Exchange Act of 1934 and seeks unspecified damages.

13

Additional actions have been filed against Citigroup and certain of its
affiliates, including SSB, along with other parties, including (i) three actions
brought in state courts by state pension plans for alleged violations of state
securities law and common law fraud and unjust enrichment; (ii) an action by
banks that participated in two Enron revolving credit facilities, alleging
fraud, gross negligence and breach of implied duties in connection with
defendants' administration of a credit facility with Enron; (iii) an action
brought by several funds in connection with secondary market purchases of Enron
Corp. debt securities alleging violations of federal securities law, including
Section 11 of the Securities Act of 1933, and claims for fraud and
misrepresentation; (iv) a series of alleged class actions by purchasers of
NewPower Holdings common stock alleging violations of federal securities law,
including Section 11 of the Securities Act of 1933 and Section 10(b) of the
Securities Exchange Act of 1934; (v) an action brought by two investment funds
in connection with purchases of Enron-related securities for alleged violations
of state securities and unfair competition statutes; (vi) an action brought by
several investment funds and fund owners in connection with purchases of notes
of the Osprey I and Osprey II Trusts for alleged violation of state and federal
securities laws and claims for common law fraud, misrepresentation and
conspiracy; (vii) an action brought by several investment funds and fund owners
in connection with purchases of notes of the Osprey I and Osprey II Trusts for
alleged violation of state and federal securities laws and state unfair
competition laws and claims for common law fraud and misrepresentation; (viii)
an action brought by the Attorney General of Connecticut in connection with
various commercial and investment banking services provided to Enron; (ix) a
putative class action brought by clients of SSB in connection with research
reports concerning Enron, alleging breach of contract; (x) actions brought by
several investment funds in connection with the purchase of notes and/or
certificates of the Osprey Trusts, the Marlin Trust, and the Marlin Water trust,

14

as well as the purchase of other Enron or Enron-related securities, alleging
violation of state and federal securities laws, and common law civil conspiracy
and fraud; (xi) an action brought by a retirement and health benefits plan in
connection with the purchase of certain Enron notes, alleging violation of
federal securities law, including Section 11 of the Securities Act of 1933, as
amended, violations of state securities and unfair competition law, and common
law fraud and breach of fiduciary duty; and (xii) an action brought by two
broker/dealers in connection with the purchase of certain notes, alleging
violation of federal and state securities laws. Several of these cases have been
consolidated with the Newby action and stayed pending the Court's decision on
the pending motions of certain defendants to dismiss Newby.
Additionally, Citigroup and certain of its affiliates, including SSB, have
provided substantial information to, and have entered into substantive
discussions with, the Securities and Exchange Commission regarding certain of
their transactions with Enron and a transaction with Dynegy Inc. Citigroup and
certain of its affiliates, including SSB, also have received subpoenas and

15

requests for information from various other regulatory and governmental agencies
and Congressional committees, as well as from the Special Examiner in the Enron
bankruptcy, regarding certain transactions and business relationships with Enron
and its affiliates. Citigroup and such affiliates, including SSB, are
cooperating fully with all such requests.
Citigroup and SSB are involved in a number of lawsuits arising out of the
underwriting of debt securities of WorldCom, Inc. These lawsuits include
putative class actions filed in July 2002 by alleged purchasers of WorldCom debt
securities in the United States District Court for the Southern District of New
York (Above Paradise Investments Ltd. V. Worldcom, Inc., et al.; Municipal
Police Employees Retirement System Of Louisiana V. Worldcom, Inc., et al.), and
in the United States District Court for the Southern District of Mississippi
(Longacre Master Fund V. Worldcom, Inc., et al.). These putative class action
complaints assert violations of federal securities law, including Sections 11
and 12 of the Securities Act of 1933, as amended, and seek unspecified damages
from the underwriters.
On October 11, 2002, the Above Paradise and Municipal Police Employees
lawsuits filed in the United States District Court for the Southern District of
New York were superseded by the filing of a consolidated putative class action
complaint in the United States District Court for the Southern District of New
York (In Re Worldcom, Inc. Securities Litigation). In the consolidated
complaint, in addition to the claims of violations by the underwriters of the
federal securities law, including Sections 11 and 12 of the Securities Act of

16

1933, as amended, the plaintiffs allege violations of Section 10(b) of the
Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated
thereunder, by SSB arising out of alleged conflicts of interest of SSB and Jack
Grubman. The plaintiffs continue to seek unspecified compensatory damages. In
addition to the consolidated class action complaint, the Southern District of
Mississippi class action has been transferred by the Judicial Panel on
MultiDistrict Litigation to the Southern District of New York for centralized
pre-trial proceedings with other WorldCom-related actions.
In addition to the several putative class actions that have been commenced,
certain individual actions have been filed in various federal and state courts
against Citigroup and SSB, along with other parties, concerning WorldCom debt
securities including individual state court actions brought by approximately 18
pension funds and other institutional investors in connection with the
underwriting of debt securities of WorldCom alleging violations of Section 11 of
the Securities Act of 1933, as amended, and, in one case, violations of various
state securities laws and common law fraud. Most of these actions have been
removed to federal court and have been transferred to the Southern District of
New York for centralized pre-trial proceedings with other WorldCom-related
actions.
A putative class action on behalf of participants in WorldCom's 401(k)
salary savings plan and those WorldCom benefit plans covered by ERISA alleging
violations of ERISA and common law fraud (Emanuele V. Worldcom, Inc., Et Al.),
which was commenced in the United States District Court for the District of

17

Columbia, also has been transferred by the Judicial Panel on MultiDistrict
Litigation to the Southern District of New York for centralized pre-trial
proceedings with other WorldCom-related actions. In December 2002, the claims
against SSB and the other underwriters were dismissed without prejudice.
On or about January 27, 2003, lead plaintiff in a consolidated putative
class action in the United States District Court for the District of New Jersey
(In Re AT&T Corporation Securities Litgation) sought leave to amend its
complaint on behalf of purchasers of AT&T common stock asserting claims against,
among others, AT&T Corporation, to add as named defendants Citigroup, SSB and
certain executive officers and current and former employees, asserting claims
under federal securities laws for allegedly issuing research reports without a
reasonable basis in fact and for allegedly failing to disclose conflicts of
interest with AT&T in connection with published investment research.
On or about January 28, 2003, lead plaintiff in a consolidated putative
class action in the United States District Court for the Southern District of
New York (In Re Global Crossing, Ltd. Securities Litigation) filed a
consolidated complaint on behalf of purchasers of the securities of Global
Crossing and its subsidiaries, which names as defendants, among others,
Citigroup, SSB and certain executive officers and current and former employees,
asserting claims under federal securities laws for allegedly issuing research
reports without a reasonable basis in fact and for allegedly failing to disclose

18

conflicts of interest with Global Crossing in connection with published
investment research.
SSBHI and various subsidiaries have also been named as defendants in
various matters incident to and typical of the businesses in which they are
engaged. These include numerous civil actions, arbitration proceedings and other
matters in which SSBHI's broker-dealer subsidiaries have been named, arising in
the normal course of business out of activities as a broker and dealer in
securities, as an underwriter of securities, as an investment banker or
otherwise. In the opinion of SSBHI's management, none of these actions is
expected to have a material adverse effect on the results of operations,
consolidated financial condition or liquidity of SSBHI and its subsidiaries.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
There were no matters submitted to the security holders for a vote during
the last fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Security Holder
Matters.

(a)Market Information. The Partnership has issued no stock. There is no
public market for the Units of Limited Partnership Interest.

(b)Holders. The number of holders of Units of Limited Partnership Interest
as of December 31, 2002 was 2,438.

(c) Distribution. The Partnership did not declare a distribution in 2002
or 2001.

19

(d) Use of Proceeds. For the twelve months ended December 31, 2002, there
were additional sales of 10,558.2078 Units totaling $13,347,000. For
the twelve months ended December 31, 2001, there were additional sales
of 3,123.5530 Units totaling $3,431,000. For the twelve months ended
December 31, 2000, there were additional sales of 87.4301 Units
totaling $74,000.

Proceeds from the sale of additional Units are used in the trading of
commodity interests including futures contracts, options and forward
contracts.

20

Item 6. Selected Financial Data. Net realized and unrealized trading gains
(losses), interest income, net income (loss) and increase (decrease) in Net
Asset Value per Unit for the years ended December 31, 2002, 2001, 2000, 1999 and
1998 and total assets at December 31, 2002, 2001, 2000, 1999 and 1998 were as
follows:

2002 2001 2000 1999 1998

Net realized and unrealized
trading gains (losses) net
of brokerage commissions
and clearing fees of $4,329,291,
$4,017,979, $4,767,560, $8,105,686
and $8,058,297, respectively $ 22,815,900 $ (1,344,785) $ 7,654,176 $ (12,482,163) $ 11,456,921

Interest income 899,995 1,903,410 3,451,534 4,092,286 4,191,852
------------- ------------- ------------- ------------- -------------
$ 23,715,895 $ 558,625 $ 11,105,710 $ (8,389,877) $ 15,648,773
============= ============= ============= ============= =============

Net income (loss) $ 18,056,103 $ (1,381,965) $ 8,154,747 $ (14,122,938) $ 9,558,956
============= ============= ============= ============= =============

Increase(decrease) in Net
Asset Value per Unit $ 301.42 $ (24.66) $ 156.96 $ (130.10) $ 83.01
============= ============= ============= ============= =============

Total assets $ 86,096,513 $ 67,409,207 $ 74,616,075 $ 103,585,998 $ 125,412,315
============= ============= ============= ============= =============

21

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
---------------------------------------------------------------------------

(a) Liquidity. The Partnership does not engage in sales of goods or
services. Its only assets are its equity in its commodity futures trading
account, consisting of cash, net unrealized appreciation (depreciation) on open
positions and receivables. Because of the low margin deposits normally required
in commodity trading, relatively small price movements may result in substantial
losses to the Partnership. Such substantial losses could lead to a material
decrease in liquidity. To minimize this risk, the Partnership follows certain
policies, including:
(1) Partnership funds are invested only in commodity interests which are
traded in sufficient volume to permit, in the opinion of the Advisor, ease of
taking and liquidating positions.
(2) No Advisor initiates additional positions in any commodity if such
additional positions would result in aggregate positions for all commodities
requiring as margin more than 66-2/3% of the Partnership's assets allocated to
the Advisor. For the purpose of this limitation, forward contracts in currencies
will be deemed to have the same margin requirements as the same or similar
futures contracts traded on the Chicago Mercantile Exchange.
(3) The Partnership will not employ the trading technique commonly known as
"pyramiding", in which the speculator uses unrealized profits on existing
positions as margin for the purchase or sale of additional positions in the same
or related commodities.

22

(4) The Partnership will not utilize borrowing except short-term borrowing
if the Partnership takes delivery of any cash commodities, provided that neither
the deposit of margin with a commodity broker nor obtaining and drawing on a
line of credit with respect to forward contracts shall constitute borrowing.
(5) The Advisor may, from time to time, employ trading strategies such as
spread or straddles on behalf of the Partnership. The term "spread" or
"straddle" describes a commodity futures trading strategy involving the
simultaneous buying and selling of futures contracts on the same commodity but
involving different delivery dates or markets and in which the trader expects to
earn a profit from a widening or narrowing of the difference between the prices
of the two contracts.
(6) The Partnership will not permit the churning of its commodity trading
accounts.
The Partnership is party to financial instruments with off-balance sheet
risk, including derivative financial instruments and derivative commodity
instruments, in the normal course of its business. These financial instruments
may include forwards, futures and options, whose value is based upon an
underlying asset, index, or reference rate, and generally represent future
commitments to exchange currencies or cash flows, or to purchase or sell other
financial instruments at specified terms at specified future dates. Each of
these instruments is subject to various risks similar to those relating to the
underlying financial instruments including market and credit risk. The General
Partner monitors and controls the Partnership's risk exposure on a daily basis

23

through financial, credit and risk management monitoring systems and accordingly
believes that it has effective procedures for evaluating and limiting the credit
and market risks to which the Partnership is subject. (See also Item 8.
Financial Statements and Supplementary Data for further information on financial
instrument risk included in the notes to financial statements.)
Other than the risks inherent in commodity trading, the Partnership knows
of no trends, demands, commitments, events or uncertainties which will result in
or which are reasonably likely to result in the Partnership's liquidity
increasing or decreasing in any material way. The Limited Partnership Agreement
provides that the Partnership will cease trading operations and liquidate all
open positions upon the first to occur of the following: (i) December 31, 2017;
(ii) the vote to dissolve the Partnership by limited partners owning more than
50% of the Units; (iii) assignment by the General Partner of all of its interest
in the Partnership or withdrawal, removal, bankruptcy or any other event that
causes the General Partner to cease to be a general partner under the New York
Revised Limited Partnership Act unless the Partnership is continued as described
in the Limited Partnership Agreement; (iv) net asset value per Unit falls to
less than $400 as of the end of any trading day; or (v) the occurrence of any
event which shall make it unlawful for the existence of the Partnership to be
continued.

24

(b) Capital resources. (i) The Partnership has made no material commitments for
capital expenditures.
(ii) The Partnership's capital consists of the capital contributions of the
partners, as increased or decreased by gains or losses on commodity trading, and
by expenses, interest income, redemptions of Units and distributions of profits,
if any. Gains or losses on commodity futures trading cannot be predicted. Market
moves in commodities are dependent upon fundamental and technical factors which
the Partnership may or may not be able to identify. Partnership expenses will
consist of, among other things, commissions, management fees and incentive fees.
The level of these expenses is dependent upon the level of trading gains or
losses and the ability of the Advisors to identify and take advantage of price
movements in the commodity markets, in addition to the level of net assets
maintained. The amount of interest income payable by SSB is dependent upon
interest rates over which the Partnership has no control.
No forecast can be made as to the level of redemptions in any given period.
A limited partner may require the Partnership to redeem his Units at their Net
Asset Value as of the last day of a month on 10 days' notice to the General
Partner. For the purpose of a redemption, any accrued liability for
reimbursement of offering and organization expenses for the Initial Offering
Period will not reduce Net Asset Value per Unit. There is no fee charged to
limited partners in connection with redemptions. For the year ended December 31,

25

2002, 10,123.9710 Units were redeemed totaling $12,678,455. For the year ended
December 31, 2001, 7,510.2400 Units were redeemed totaling $8,450,801. For the
year ended December 31, 2000, 38,747.9674 Units were redeemed totaling
$35,390,012.
For the year ended December 31, 2002, there were additional sales of
10,558.2078 Units totaling $13,347,000. For the year ended December 31, 2001,
there were additional sales of 3,123.5530 Units totaling $3,431,000. For the
year ended December 31, 2000, there were additional sales of 87.4301 Units
totaling $74,000, in a private offering pursuant to SEC Regulation D.
(c) Results of Operations.
---------------------
For the year ended December 31, 2002, the Net Asset Value per Unit
increased 27.5% from $1,096.70 to $1,398.12. For the year ended December 31,
2001, the Net Asset Value per Unit decreased 2.2% from $1,121.36 to $1,096.70.
For the year ended December 31, 2000, the Net Asset Value per Unit increased
16.3% from $964.40 to $1,121.36.
The Partnership experienced net trading gains of $27,145,191 before
commissions and expenses in 2002. Gains were primarily attributable to the
trading in currencies, energy, grains, U.S. and non-U.S. interest rates,
livestock, softs and indices and were partially offset by losses recognized in
the trading of metals.

26

The Partnership experienced net trading gains of $2,673,194 before
commissions and expenses in 2001. Gains were primarily attributable to the
trading of currencies, U.S. and non-U.S. interest rates, indices, softs and
livestock and were partially offset by losses recognized in the trading of
energy, grains and metals.
The Partnership experienced net trading gains of $12,421,736 before
commissions and expenses in 2000. Gains were primarily attributable to the
trading in currencies, energy products, grains, U.S. interest rates, livestock
and indices and were partially offset by losses recognized in the trading of
non-U.S. interest rates, metals and softs.
Commodity markets are highly volatile. Broad price fluctuations and rapid
inflation increase the risks involved in commodity trading, but also increase
the possibility of profit. The profitability of the Partnership depends on the
existence of major price trends and the ability of the Advisor to identify those
price trends correctly. Price trends are influenced by, among other things,
changing supply and demand relationships, weather, governmental, agricultural,
commercial and trade programs and policies, national and international political
and economic events and changes in interest rates. To the extent that market
trends exist and the Advisor is able to identify them, the Partnership expects
to increase capital through operations.
(d) Operational Risk
The Partnership is directly exposed to market risk and credit risk, which
arise in the normal course of its business activities. Slightly less direct, but
of critical importance, are risks pertaining to operational and back office
support. This is particularly the case in a rapidly changing and increasingly
global environment with increasing transaction volumes and an expansion in the
number and complexity of products in the marketplace.

27

Such risks include:
Operational/Settlement Risk - the risk of financial and opportunity loss and
legal liability attributable to operational problems, such as inaccurate pricing
of transactions, untimely trade execution, clearance and/or settlement, or the
inability to process large volumes of transactions. The Partnership is subject
to increased risks with respect to its trading activities in emerging market
securities, where clearance, settlement, and custodial risks are often greater
than in more established markets.
Technological Risk - the risk of loss attributable to technological limitations
or hardware failure that constrain the Partnership's ability to gather, process,
and communicate information efficiently and securely, without interruption, to
customers, among units within the Partnership, and in the markets where the
Partnership participates.
Legal/Documentation Risk - the risk of loss attributable to deficiencies in the
documentation of transactions (such as trade confirmations) and customer
relationships (such as master netting agreements) or errors that result in
noncompliance with applicable legal and regulatory requirements.
Financial Control Risk - the risk of loss attributable to limitations in
financial systems and controls. Strong financial systems and controls ensure
that assets are safeguarded, that transactions are executed in accordance with

28

management's authorization, and that financial information utilized by
management and communicated to external parties, including the Partnership's
unitholder, creditors, and regulators, is free of material errors.
(e) Critical Accounting Policies
The General Partner believes that the accounting policies that will be most
critical to the Partnership's financial condition and results of operations
relate to the valuation of the Partnership's positions. The majority of the
Partnership's positions will be exchange-traded futures contracts, which will be
valued daily at settlement prices published by the exchanges. If applicable, the
Partnership's spot and forward foreign currency contracts will also be valued at
published daily settlement prices or at dealers' quotes. The General Partner
expects that under normal circumstances substantially all of the Partnership's
assets will be valued by objective measures and without difficulty.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Introduction
The Partnership is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company, the risk of market sensitive instruments is
integral, not incidental, to the Partnership's main line of business.
Market movements result in frequent changes in the fair market value of the

29

Partnership's open positions and, consequently, in its earnings and cash flow.
The Partnership's market risk is influenced by a wide variety of factors,
including the level and volatility of interest rates, exchange rates, equity
price levels, the market value of financial instruments and contracts, the
diversification results among the Partnership's open positions and the liquidity
of the markets in which it trades.
The Partnership rapidly acquires and liquidates both long and short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance, and
the Partnership's past performance is not necessarily indicative of its future
results.
Value at Risk is a measure of the maximum amount which the Partnership
could reasonably be expected to lose in a given market sector. However, the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets traded by the Partnership of market movements far exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's experience to date (i.e., "risk of
ruin"). In light of the foregoing as well as the risks and uncertainties
intrinsic to all future projections, the inclusion of the quantification in this
section should not be considered to constitute any assurance or representation
that the Partnership's losses in any market sector will be limited to Value at
Risk or by the Partnership's attempts to manage its market risk.

30

Quantifying the Partnership's Trading Value at Risk
The following quantitative disclosures regarding the Partnership's market
risk exposures contain "forward-looking statements" within the meaning of the
safe harbor from civil liability provided for such statements by the Private
Securities Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).
All quantitative disclosures in this section are deemed to be forward-looking
statements for purposes of the safe harbor except for statements of historical
fact (such as the terms of particular contracts and the number of market risk
sensitive instruments held during or at the end of the reporting period).
The Partnership's risk exposure in the various market sectors traded by the
Advisor is quantified below in terms of Value at Risk. Due to the Partnership's
mark-to-market accounting, any loss in the fair value of the Partnership's open
positions is directly reflected in the Partnership's earnings (realized or
unrealized).
Exchange maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk. Maintenance margin requirements are set by
exchanges to equal or exceed the maximum losses reasonably expected to be
incurred in the fair value of any given contract in 95%-99% of any one-day
intervals. The maintenance margin levels are established by dealers and
exchanges using historical price studies as well as an assessment of current
market volatility (including the implied volatility of the options on a given
futures contract) and economic fundamentals to provide a probabilistic estimate

31

of the maximum expected near-term one-day price fluctuation. Maintenance margin
has been used rather than the more generally available initial margin, because
initial margin includes a credit risk component which is not relevant to Value
at Risk.
In the case of market sensitive instruments which are not exchange traded
(almost exclusively currencies in the case of the Partnership), the margin
requirements for the equivalent futures positions have been used as Value at
Risk. In those rare cases in which a futures-equivalent margin is not available,
dealers' margins have been used.
The fair value of the Partnership's futures and forward positions does not
have any optionality component. However, the Advisor may trade commodity
options. The Value at Risk associated with options is reflected in the following
table as the margin requirement attributable to the instrument underlying each
option. Where this instrument is a futures contract, the futures margin, and
where this instrument is a physical commodity, the futures-equivalent
maintenance margin has been used. This calculation is conservative in that it
assumes that the fair value of an option will decline by the same amount as the
fair value of the underlying instrument, whereas, in fact, the fair values of
the options traded by the Partnership in almost all cases fluctuate to a lesser
extent than those of the underlying instruments.

32

In quantifying the Partnership's Value at Risk, 100% positive correlation
in the different positions held in each market risk category has been assumed.
Consequently, the margin requirements applicable to the open contracts have
simply been added to determine each trading category's aggregate Value at Risk.
The diversification effects resulting from the fact that the Partnership's
positions are rarely, if ever, 100% positively correlated have not been
reflected.

33

The Partnership's Trading Value at Risk in Different Market Sectors
The following table indicates the trading Value at Risk associated with the
Partnership's open positions by market category as of December 31, 2002 and the
highest and lowest value at any point during the year. All open position trading
risk exposures of the Partnership have been included in calculating the figures
set forth below. As of December 31, 2002, the Partnership's total capitalization
was $84,642,954.
December 31, 2002

Year to Date
% of Total High Low
Market Sector Value at Risk Capitalization Value at Risk Value at Risk
- --------------------------------------------------------------------------------------------

Currencies
- - OTC Contracts $ 3,987,429 4.71% $5,257,018 $1,120,894
Energy 3,187,200 3.77% 3,187,200 399,400
Grains 232,658 0.27% 406,000 63,800
Interest Rates U.S. 563,700 0.67% 964,600 128,200
Interest Rates Non-U.S. 2,917,063 3.45% 2,919,099 732,069
Livestock 12,500 0.01% 18,750 10,200
Metals
- - Exchange 398,000 0.47% 398,000 73,500
- - OTC Contracts 413,825 0.49% 476,350 34,000
Softs 363,904 0.43% 627,664 83,911
Indices 726,525 0.86% 1,494,990 599,996
----------- ------
Total $12,802,804 15.13%
=========== ======

34

As of December 31, 2001, the Partnership's total capitalization was $65,918,306.

December 31, 2001
Year to Date
% of Total High Low
Market Sector Value at Risk Capitalization Value at Risk Value at Risk
- --------------------------------------------------------------------------------------------

Currencies
- - OTC Contracts $3,550,245 5.39% $3,954,547 $1,144,067
Energy 1,334,000 2.02% 1,662,000 360,500
Grains 180,800 0.27% 308,200 88,750
Interest Rates U.S. 723,700 1.10% 1,118,900 291,980
Interest Rates Non-U.S. 1,708,918 2.59% 3,149,641 735,704
Livestock 10,200 0.02% 10,200 4,550
Metals
- - Exchange 279,000 0.42% 354,000 85,500
- - OTC Contracts 54,000 0.08% 216,300 24,000
Softs 224,310 0.34% 333,973 97,225
Indices 759,946 1.15% 1,350,419 667,760
---------- ------
Total $8,825,119 13.39%
========== ======

35

Material Limitations on Value at Risk as an Assessment of Market Risk
- ---------------------------------------------------------------------
The face value of the market sector instruments held by the Partnership is
typically many times the applicable maintenance margin requirement (margin
requirements generally range between 2% and 15% of contract face value) as well
as many times the capitalization of the Partnership. The magnitude of the
Partnership's open positions creates a "risk of ruin" not typically found in
most other investment vehicles. Because of the size of its positions, certain
market conditions -- unusual, but historically recurring from time to time --
could cause the Partnership to incur severe losses over a short period of time.
The foregoing Value at Risk table -- as well as the past performance of the
Partnership -- give no indication of this "risk of ruin."
Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash balances
not needed for margin. However, these balances (as well as any market risk they
represent) are immaterial.
Materiality as used in this section, "Qualitative and Quantitative
Disclosures About Market Risk," is based on an assessment of reasonably possible
market movements and the potential losses caused by such movements, taking into
account the leverage, optionality and multiplier features of the Partnership's
market sensitive instruments.

36

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's market
risk exposures - except for (i) those disclosures that are statements of
historical fact and (ii) the descriptions of how the Partnership manages its
primary market risk exposures - constitute forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. The Partnership's primary market risk exposures as well as the
strategies used and to be used by the General Partner and the Advisor for
managing such exposures are subject to numerous uncertainties, contingencies and
risks, any one of which could cause the actual results of the Partnership's risk
controls to differ materially from the objectives of such strategies. Government
interventions, defaults and expropriations, illiquid markets, the emergence of
dominant fundamental factors, political upheavals, changes in historical price
relationships, an influx of new market participants, increased regulation and
many other factors could result in material losses as well as in material
changes to the risk exposures and the management strategies of the Partnership.
There can be no assurance that the Partnership's current market exposure and/or
risk management strategies will not change materially or that any such
strategies will be effective in either the short- or long- term. Investors must
be prepared to lose all or substantially all of their investment in the
Partnership.
The following were the primary trading risk exposures of the Partnership as

37

of December 31, 2002, by market sector.

Interest Rates. Interest rate movements directly affect the price of the
futures positions held by the Partnership and indirectly the value of its stock
index and currency positions. Interest rate movements in one country as well as
relative interest rate movements between countries materially impact the
Partnership's profitability. The Partnership's primary interest rate exposure is
to interest rate fluctuations in the United States and the other G-7 countries.
However, the Partnership also takes futures positions on the government debt of
smaller nations -- e.g., Australia. The General Partner anticipates that G-7
interest rates will remain the primary market exposure of the Partnership for
the foreseeable future.
Currencies. The Partnership's currency exposure is to exchange rate
fluctuations, primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs. These
fluctuations are influenced by interest rate changes as well as political and
general economic conditions. The General Partner does not anticipate that the
risk profile of the Partnership's currency sector will change significantly in
the future. The currency trading Value at Risk figure includes foreign margin
amounts converted into U.S. dollars with an incremental adjustment to reflect
the exchange rate risk inherent to the dollar-based Partnership in expressing
Value at Risk in a functional currency other than dollars.
Stock Indices. The Partnership's primary equity exposure is to equity price

38

risk in the G-7 countries. The stock index futures traded by the Partnership are
limited to futures on broadly based indices. As of December 31, 2002, the
Partnership's primary exposures were in the NASDAQ and EUREX (Germany) stock
indices. The General Partner anticipates little, if any, trading in non-G-7
stock indices. The Partnership is primarily exposed to the risk of adverse price
trends or static markets in the major U.S., European and Japanese indices.
(Static markets would not cause major market changes but would make it difficult
for the Partnership to avoid being "whipsawed" into numerous small losses.)
Metals. The Partnership's primary metal market exposure is to fluctuations
in the price of gold and silver. Although the Advisor will from time to time
trade base metals such as copper, the principal market exposures of the
Partnership have consistently been in the precious metals, gold and silver. The
General Partner anticipates that gold and silver will remain the primary metals
market exposure for the Partnership.
Softs. The Partnership's primary commodities exposure is to agricultural
price movements which are often directly affected by severe or unexpected
weather conditions. Cocoa, cotton and sugar accounted for the substantial bulk
of the Partnership's commodity exposure as of December 31, 2002.
Energy. The Partnership's primary energy market exposure is to gas and oil
price movements, often resulting from political developments in the Middle East.
Oil prices can be volatile and substantial profits and losses have been and are

39

expected to continue to be experienced in this market.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following were the only non-trading risk exposures of the Partnership
as of December 31, 2002.
Foreign Currency Balances. The Partnership's primary foreign currency
balances are in Japanese yen, Euro dollar and Swiss francs. The Advisor
regularly converts foreign currency balances to dollars in an attempt to control
the Partnership's non-trading risk.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The General Partner monitors and controls the Partnership's risk exposure
on a daily basis through financial, credit and risk management monitoring
systems and accordingly believes that it has effective procedures for evaluating
and limiting the credit and market risks to which the Partnership is subject.
The General Partner monitors the Partnership's performance and the
concentration of its open positions, and consults with the Advisor concerning
the Partnership's overall risk profile. If the General Partner felt it necessary
to do so, the General Partner could require the Advisor to close out individual
positions as well as enter certain positions traded on behalf of the
Partnership. However, any such intervention would be a highly unusual event. The
General Partner primarily relies on the Advisor's own risk control policies
while maintaining a general supervisory overview of the Partnership's market
risk exposures.
The Advisor applies its own risk management policies to its trading. The

40

Advisor often follows diversification guidelines, margin limits and stop loss
points to exit a position. The Advisor's research of risk management often
suggests ongoing modifications to its trading programs.
As part of the General Partner's risk management, the General Partner
periodically meets with the Advisor to discuss its risk management and to look
for any material changes to the Advisor's portfolio balance and trading
techniques. The Advisor is required to notify the General Partner of any
material changes to its programs.

41

Item 8. Financial Statements and Supplementary Data.
--------------------------------------------

SMITH BARNEY WESTPORT FUTURES FUND L.P.
INDEX TO FINANCIAL STATEMENTS Page
Number

Oath or Affirmation. F-2

Reports of Independent Accountants. F-3 - F-4

Financial Statements:
Statements of Financial Condition at
December 31, 2002 and 2001. F-5

Condensed Schedules of Investments at
December 31, 2002 and 2001. F-6 - F-7

Statements of Income and Expenses for
the years ended December 31, 2002, 2001
and 2000. F-8

Statements of Partners' Capital for
the years ended December 31, 2002, 2002
and 2000. F-9

Notes to Financial Statements. F-10- F-13

Selected unaudited quarterly financial
data. F-14

F-1

To The Limited Partners of
Smith Barney Westport Futures Fund L.P.

To the best of the knowledge and belief of the undersigned, the information
contained herein is accurate and complete.

By: Daniel R. McAuliffe, Jr.
Chief Financial Officer and Director
Smith Barney Futures Management LLC
General Partner, Smith Barney Westport
Futures Fund L.P.

Smith Barney Futures Management LLC
388 Greenwich Street
7th Floor
New York, N.Y. 10013
212-723-5424

F-2

Report of Independent Auditors

To the Partners of
Smith Barney Westport Futures Fund L.P.:

We have audited the accompanying statement of financial condition of Smith
Barney Westport Futures Fund L.P. (the Partnership), including the condensed
schedule of investments, as of December 31, 2002, and the related statements of
income and expenses, and partners' capital for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of the Partnership as of December 31, 2001
and for the years ended December 31, 2001 and 2000 were audited by other
auditors whose report dated February 28, 2002 expressed an unqualified opinion
on those statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Smith Barney Westport Futures
Fund L.P. as of December 31, 2002, and the results of its operations and changes
in its partners' capital for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

KPMG LLP
New York, New York
March 7, 2003

F-3

Report of Independent Accountants

To the Partners of
Smith Barney Westport Futures Fund L.P.:

In our opinion, the accompanying statement of financial condition, including the
condensed schedule of investments, and the related statements of income and
expenses and of partners' capital present fairly, in all material respects, the
financial position of Smith Barney Westport Futures Fund L.P. at December 31,
2001, and the results of its operations for each of the two years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the management of the General Partner; our responsibility is
to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by the management of the General Partner, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
February 28, 2002

F-4

Smith Barney Westport
Futures Fund L.P.
Statements of Financial Condition
December 31, 2002 and 2001

2002 2001

Assets:
Equity in commodity futures trading account:
Cash (restricted $14,295,525 and $9,716,407 in 2002 and 2001,
respectively) (Note 3c) $77,132,693 $63,559,232
Net unrealized appreciation on open positions * 8,897,390 3,772,859
----------- -----------
86,030,083 67,332,091

Interest receivable 66,430 77,116
----------- -----------
$86,096,513 $67,409,207
----------- -----------
Liabilities and Partners' Capital:
Liabilities:
Accrued expenses:
Commissions (Note 3c) $ 402,177 $ 314,884
Management fees (Note 3b) 142,743 111,671
Professional fees 40,326 72,060
Other 8,097 19,681
Redemptions payable (Note 5) 860,216 972,605
----------- -----------
1,453,559 1,490,901
----------- -----------
Partners' capital (Notes 1 and 5):
General Partner, 643.5318 and 1,212.9836
Unit equivalents outstanding in 2002 and 2001 899,735 1,330,275
Limited Partners, 59,896.9581 and 58,893.2695
Units of Limited Partnership Interest
outstanding in 2002 and 2001, respectively 83,743,219 64,588,031
----------- -----------
84,642,954 65,918,306
----------- -----------
$86,096,513 $67,409,207
----------- -----------

* Forward contracts included in this balance are presented gross in the
accompanying Condensed Schedule of Investments
See accompanying notes to financial statements.

F-5

Smith Barney Westport
Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2002

Number of
Sector Contracts Contract Fair Value
- -------------------- -------------- ------------------------------------ ----------
Total Energy 1.25% Futures contracts purchased 1.25% $1,056,765

Grains ----------
Futures contracts sold 0.37% 310,617
Futures contracts purchased (0.01)% (11,460)
----------
Total Grains 0.36% 299,157
----------
Interest Rates U.S.
Futures contracts sold (0.98)% (825,797)
Futures contracts purchased 0.56% 471,275
----------
Total Interest Rates U.S. (0.42)% (354,522)

Total Interest Rates Non-U.S. 2.80% Futures contracts purchased 2.80% 2,372,546
----------
Total Livestock 0.03% Futures contracts purchased 0.03% 22,190
----------
Metals
Futures contracts purchased 1.03% 872,518

Unrealized depreciation on forward contracts (0.35)% (299,909)
Unrealized appreciation on forward contracts 0.8% 67,638
Total forward contracts (0.27)% (232,271)
----------
Total Metals 0.76% 640,247
----------
Currencies
Unrealized depreciation on forward contracts (2.65)% (2,244,336)
----------
Unrealized appreciation on forward contracts 8.36%
EURO (111,425,000) EURO/USD 3.59%, March 19, 2003 3,040,683
JY (9,065,000,000) JY/USD 1.53%, March 19, 2003 1,293,402
Other 3.24% 2,746,260
----------
7,080,345
----------
Total Currencies 5.71% 4,836,009
----------
Softs
Futures contracts sold (0.01)% (7,627)
Futures contracts purchased 0.27% 231,865
----------
Total Softs 0.26% 224,238
----------
Indices
Futures contracts sold 0.01% 16,177
Futures contracts purchased (0.25)% (215,417)
----------
Total Indices (0.24)% (199,240)
----------

Total Fair Value 10.51% $8,897,390
===========
Investments % of Investments
Country Composition at Fair Value at Fair Value
- ---------------------------------- -------------------------- ------------------------
Australia $ 206,753 2.32%
Canada 49,106 0.55
Germany 830,860 9.34
Japan 714,899 8.04
United Kingdom 177,690 2.00
United States 6,918,082 77.75
-------------------------- ------------------------
$8,897,390 100.00%
========================== ========================

Percentages are based on Partners' capital unless otherwise indicated
See accompanying notes to financial statements.

F-6

Smith Barney Westport
Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2001

Number of
Sector Contracts Contract Fair Value
- ------------------------ ---------------- ------------------------------ ----------
Total Energy (0.37)% Futures contracts sold (0.37)% $(242,843)
----------
Total Grains 0.28% Futures contracts sold 0.29% 193,543
----------
Total Interest Rates U.S. (0.03)% Futures contracts sold (0.03)% (20,832)
----------
Interest Rates Non-U.S.
Futures contracts sold 1.03% 681,997
Futures contracts purchased (0.20)% (134,404)
----------
Total Interest Rates Non-U.S. 0.83% 547,593
----------
Total Livestock (0.01)% Futures contracts sold (0.01)% (12,550)
----------
Metals
Futures contracts sold (0.76)% (504,426)
Futures contracts purchased (0.37)% (246,518)
----------
Total Metals (1.13)% (750,944)
----------
Currencies
Over the counter contracts sold 5.9%
JPY JPY/USD 6.0%, March 20, 2002 3,953,503
(11,920,547,800)
Other (0.10)% (61,329)
Over the counter contracts purchased 0.11% 72,598
----------
Total Currencies 6.01% 3,964,772
----------
Total Softs 0.02% Futures contracts purchased 0.02% 15,674
----------
Total Indices 0.11% Futures contracts purchased 0.11% 78,446
----------
Total Fair Value 5.71% $3,772,859
===========

Investments % of Investments
Country Composition at Fair Value at Fair Value
- ---------------------------------- -------------------------- ------------------------
Australia $ 106,784 2.83%
Canada 36,090 0.96
Germany 774,461 20.53
Japan (252,100) (6.68)
United Kingdom (513,892) (13.62)
United States 3,621,516 95.98
-------------------------- ------------------------
$3,772,859 100.00%
========================== ========================

Percentages are based on Partners' capital unless otherwise indicated
See accompanying notes to financial statements.

F-7

Smith Barney Westport
Futures Fund L.P.
Statements of Income and Expenses
for the years ended
December 31, 2002, 2001, and 2000

2002 2001 2000

Income:
Net gains on trading of commodity interests:
Realized gains on closed positions and foreign currencies $ 22,020,660 $ 11,176,764 $ 3,534,366
Change in unrealized gains (losses) on open positions 5,124,531 (8,503,570) 8,887,370
------------ ------------ ------------
27,145,191 2,673,194 12,421,736
Interest income (Note 3c) 899,995 1,903,410 3,451,534
------------ ------------ ------------
28,045,186 4,576,604 15,873,270
------------ ------------ ------------
Expenses:
Brokerage commissions including clearing fees of
$82,164, $77,835 and $106,719, respectively (Note 3c) 4,329,291 4,017,979 4,767,560
Management fees (Note 3b) 1,501,313 1,387,098 2,791,114
Incentive fees (Note 3b) 4,036,135 376,932 -
Professional fees 104,545 141,044 116,373
Other expenses 17,799 35,516 43,476
------------ ------------ ------------
9,989,083 5,958,569 7,718,523
------------ ------------ ------------
Net income (loss) $ 18,056,103 $ (1,381,965) $ 8,154,747
------------ ------------ ------------
Net income (loss) per Unit of Limited Partnership Interest
and General Partner Unit equivalent (Notes 1 and 6) $ 301.42 $ (24.66) $ 156.96
------------ ------------ ------------

See accompanying notes to financial statements.

F-8

Smith Barney Westport
Futures Fund L.P.
Statements of Partners' Capital
for the years ended
December 31, 2002, 2001 and 2000

Limited General
Partners Partner Total

Partners' capital at December 31, 1999 $ 98,311,536 $ 1,169,801 $ 99,481,337
Net income 7,964,357 190,390 8,154,747
Sale of 87.4301 Units of Limited Partnership Interest 74,000 -- 74,000
Redemption of 38,747.9674 Units of Limited
Partnership Interest (35,390,012) -- (35,390,012)
------------ ------------ ------------
Partners' capital at December 31, 2000 70,959,881 1,360,191 72,320,072
Net loss (1,352,049) (29,916) (1,381,965)
Sale of 3,123.5530 Units of Limited
Partnership Interest 3,431,000 -- 3,431,000
Redemption of 7,510.2400 Units of Limited
Partnership Interest (8,450,801) - (8,450,801)
------------ ------------ ------------
Partners' capital at December 31, 2001 64,588,031 1,330,275 65,918,306
Net income 17,686,643 369,460 18,056,103
Sale of 10,558.2078 Units of Limited
Partnership Interest 13,347,000 -- 13,347,000
Redemption of 9,554.5192 Units of Limited
Partnership Interest and 569.4518 Units of General
Partnership Interest (11,878,455) (800,000) (12,678,455)
------------ ------------ ------------
Partners' capital at December 31, 2002 $ 83,743,219 $ 899,735 $ 84,642,954
------------ ------------ ------------

See accompanying notes to financial statements.

F-9

Smith Barney Westport
Futures Fund L.P.
Notes to Financial Statements

1. Partnership Organization:

Smith Barney Westport Futures Fund L.P. (the "Partnership") is a limited
partnership which was organized on March 21, 1997 under the partnership
laws of the State of New York to engage in the speculative trading of a
diversified portfolio of commodity interests including futures contracts,
options and forward contracts. The commodity interests that are traded by
the Partnership are volatile and involve a high degree of market risk. The
Partnership was authorized to sell 120,000 Units during the initial
offering period of the Partnership. The Partnership continues to offer
Units.

Smith Barney Futures Management LLC acts as the general partner (the
"General Partner") of the Partnership. The Partnership's commodity broker
is Salomon Smith Barney Inc. ("SSB"). SSB is an affiliate of the General
Partner. The General Partner is wholly owned by Salomon Smith Barney
Holdings Inc. ("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly
owned subsidiary of Citigroup Inc.

The General Partner and each limited partner share in the profits and
losses of the Partnership in proportion to the amount of partnership
interest owned by each except that no limited partner shall be liable for
obligations of the Partnership in excess of their initial capital
contribution and profits, if
any, net of distributions.

The Partnership will be liquidated upon the first to occur of the
following: December 31, 2017; the net asset value of a Unit decreases to
less than $400 as of a close of any business day; a decline in net assets
after trading commences is less than $1,000,000; or under certain other
circumstances as defined in the Limited Partnership Agreement.

2. Accounting Policies:

a. All commodity interests (including derivative financial instruments and
derivative commodity instruments) are used for trading purposes. The
commodity interests are recorded on trade date and open contracts are
recorded in the statement of financial condition at fair value on the last
business day of the year, which represents market value for those commodity
interests for which market quotations are readily available. Investments in
commodity interests denominated in foreign currencies are translated into
U.S. dollars at the exchange rates prevailing on the last business day of
the year. Realized gains (losses) and changes in unrealized gains (losses)
on open positions are recognized in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on
trading of commodity interests.

b. Income taxes have not been provided as each partner is individually
liable for the taxes, if any, on their share of the Partnership's income
and expenses.

c. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from these estimates.

d. Certain prior period amounts have been reclassified to conform to
current year presentation.

3. Agreements:

a. Limited Partnership Agreement:

The General Partner administers the business and affairs of the Partnership
including selecting one or more advisors to make trading decisions for the
Partnership.

F-10

b. Management Agreement:

The General Partner, on behalf of the Partnership, has entered into a
Management Agreement with John W. Henry & Company, Inc. ("JWH") (the
"Advisor"), a registered commodity trading advisor. The Advisor is not
affiliated with the General Partner or SSB and is not responsible for the
organization or operation of the Partnership. For the period January 1,
2000 through February 29, 2000, the Partnership was obligated to pay the
Advisor a monthly management fee equal to 1/3 of 1% (4% per year) of
month-end Net Assets allocated to the Advisor and an incentive fee payable
quarterly equal to 19% of the New Trading Profits, as defined in the
Management Agreement. Month-end Net Assets, for the purpose of calculating
management fees are Net Assets, as defined in the Limited Partnership
Agreement, prior to the reduction of redemptions and incentive fees.
Effective March 1, 2000 through September 30, 2000, the Partnership was
obligated to pay the Advisor a monthly management fee equal to 1/3 of 1%
(4% per year) of month-end Net Assets allocated to the Advisor and an
incentive fee payable quarterly equal to 15% of the New Trading Profits, as
defined in the Management Agreement. Effective October 1, 2000 the
Partnership pays the Advisor a monthly management fee equal to 1/6 of 1%
(2% per year) of month-end Net Assets allocated to the Advisor and an
incentive fee payable quarterly equal to 20% of the New Trading Profits, as
defined in the Management Agreement, earned by the Advisor for the
Partnership.

c. Customer Agreement:

For the period January 1, 2000 through February 29, 2000, the Partnership
had entered into a Customer Agreement which provided that the Partnership
pay SSB a monthly brokerage fee equal to 13/24 of 1% (6.5% per year) of
month-end Net Assets, in lieu of brokerage commissions on a per trade
basis. Effective March 1, 2000, the Partnership has entered into a Customer
Agreement which provides that the Partnership will pay SSB a monthly
brokerage fee equal to 11/24 of 1% (5.5% per year) of month-end Net Assets,
as defined, in lieu of brokerage commissions on a per trade basis.
Month-end Net Assets, for the purpose of calculating commissions are Net
Assets, as defined in the Limited Partnership Agreement, prior to the
reduction of all liabilities of the Partnership. The Partnership will pay
for National Futures Association fees as well as exchange, clearing, user,
give-up and floor brokerage fees. SSB will pay a portion of brokerage fees
to its financial consultants who have sold Units in this Partnership. All
of the Partnership's assets are deposited in the Partnership's account at
SSB. The Partnership's cash is deposited by SSB in segregated bank accounts
to the extent required by Commodity Futures Trading Commission regulations.
At December 31, 2002 and 2001, the amount of cash held for margin
requirements was $14,295,525 and $9,716,407, respectively. SSB has agreed
to pay the Partnership interest on 80% of the average daily equity
maintained in cash in its account during each month at a 30-day U.S.
Treasury bill rate determined weekly by SSB based on the average
noncompetitive yield on 3-month U.S. Treasury bills maturing in 30 days
from the date on which such weekly rate is determined. The Customer
Agreement between the Partnership and SSB gives the Partnership the legal
right to net unrealized gains and losses. The Customer Agreement may be
terminated upon notice by either party.

4. Trading Activities:

The Partnership was formed for the purpose of trading contracts in a
variety of commodity interests, including derivative financial instruments
and derivative commodity interests. The results of the Partnership's
trading activities are shown in the statement of income and expenses.

F-11

All of the commodity interests owned by the Partnership are held for
trading purposes. The average fair value during the years ended December
31, 2002 and 2001, based on a monthly calculation, was $7,532,820 and
$4,144,787, respectively.

5. Distributions and Redemptions:

Distributions of profits, if any, will be made at the sole discretion of
the General Partner and at such times as the General Partner may decide. A
limited partner may require the Partnership to redeem their Units at their
Net Asset Value as of the last day of each month on 10 days' notice to the
General Partner. No fee will be charged for redemptions.

6. Financial Highlights:

Changes in the net asset value per Unit of Partnership interest for the
years ended December 31, 2002, 2001 and 2000 were as follows:

2002 2001 2000

Net realized and unrealized gains (losses) * $ 382.18 $ (24.04)$ 149.85
Interest income 15.17 30.58 41.36
Expenses ** (95.93) (31.20) (34.25)
--------- --------- ---------
Increase (decrease) for the year 301.42 (24.66) 156.96
Net asset value per Unit, beginning of year 1,096.70 1,121.36 964.40
--------- --------- ---------
Net asset value per Unit, end of year $ 1,398.12 $ 1,096.70 $ 1,121.36
--------- --------- ---------
`

* Includes brokerage commissions
** Excludes brokerage commissions

Ratios to Average Net Assets :
Net investment loss before incentive fees *** (6.9)% (5.4)%
Incentive fees (5.6)% (0.5)%
---- ---
Net investment loss after incentive fees (12.5)% (5.9)%
---- ---

Net gain (loss) before incentive fees **** 30.4% (1.5)%
Incentive fees **** (5.6)% (0.5)%
---- ---
Net gain (loss) after incentive fees **** 24.8% (2.0)%
---- ---

Operating expenses 8.2% 8.2%
Incentive fees 5.6% 0.5%
---- ---
Total expenses 13.8% 8.7%
---- ---
Total return:
Total return before incentive fees 33.6% (1.7)%
Incentive fees (6.1)% (0.5)%
---- ---
Total return after incentive fees 27.5% (2.2)%
---- ---

*** Interest income less total expenses (exclusive of incentive fees)
**** Supplemental information not required

The above ratios may vary for individual investors based on the timing of
capital transactions during the year.

F-12

7. Financial Instrument Risks:

In the normal course of its business the Partnership is party to financial
instruments with off-balance sheet risk, including derivative financial
instruments and derivative commodity instruments. These financial
instruments may include forwards, futures and options, whose values are
based upon an underlying asset, index, or reference rate, and generally
represent future commitments to exchange currencies or cash flows, or to
purchase or sell other financial instruments at specific terms at specified
future dates, or, in the case of derivative commodity instruments, to have
a reasonable possibility to be settled in cash, through physical delivery
or with another financial instrument. These instruments may be traded on an
exchange or over-the-counter ("OTC"). Exchange traded instruments are
standardized and include futures and certain option contracts. OTC
contracts are negotiated between contracting parties and include forwards
and certain options. Each of these instruments is subject to various risks
similar to those related to the underlying financial instruments including
market and credit risk. In general, the risks associated with OTC contracts
are greater than those associated with exchange traded instruments because
of the greater risk of default by the counterparty to an OTC contract.

Market risk is the potential for changes in the value of the financial
instruments traded by the Partnership due to market changes, including
interest and foreign exchange rate movements and fluctuations in commodity
or security prices. Market risk is directly impacted by the volatility and
liquidity in the markets in which the related underlying assets are traded.

Credit risk is the possibility that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk
with respect to exchange traded instruments is reduced to the extent that
an exchange or clearing organization acts as a counterparty to the
transactions. The Partnership's risk of loss in the event of counterparty
default is typically limited to the amounts recognized in the statement of
financial condition and not represented by the contract or notional amounts
of the instruments. The Partnership has credit risk and concentration risk
because the sole counterparty or broker with respect to the Partnership's
assets is SSB.

The General Partner monitors and controls the Partnership's risk exposure
on a daily basis through financial, credit and risk management monitoring
systems, and accordingly believes that it has effective procedures for
evaluating and limiting the credit and market risks to which the
Partnership is subject. These monitoring systems allow the General Partner
to statistically analyze actual trading results with risk adjusted
performance indicators and correlation statistics. In addition, on-line
monitoring systems provide account analysis of futures, forwards and
options positions by sector, margin requirements, gain and loss
transactions and collateral positions.

The majority of these instruments mature within one year of December 31,
2002. However, due to the nature of the Partnership's business, these
instruments may not be held to maturity.

F-13

Selected unaudited quarterly financial data for the years ended December 31,
2002 and December 31, 2001 is summarized below:
SB Westport

For the period from For the period from For the period from For the period from
October 1, 2002 to July 1, 2002 to April 1, 2002 to June January 1, 2002 to
December 31, 2002 September 30, 2002 30, 2002 March 31, 2002
Net realized and unrealized
trading gains (losses) net of
brokerage commissions and
clearing fees including interest $(7,635,058) $16,774,135 $20,783,204 $(6,206,386)
income

Net Income (loss) $ (8,072,186) $13,094,964 $19,584,195 $(6,550,870)

Increase (decrease) in Net Asset $ (140.60) $223.79 $327.60 $ (109.37)
Value per Unit

For the period from For the period from For the period from For the period from
October 1, 2001 to July 1, 2001 to April 1, 2001 to June January 1, 2001 to
December 31, 2001 September 30, 2001 30, 2001 March 31, 2001
Net realized and unrealized
trading gains (losses) net of
brokerage commissions and
clearing fees including interest $ (2,550,138) $3,640,629 $ (8,868,038) $8,336,172
income

Net Income (loss) $(2,928,096) $3,258,753 $(9,260,740) $7,548,118

Increase (decrease) in Net Asset $ (49.68) $53.71 $ (148.03) $119.34
Value per Unit

F-14

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------------------------------------------------------------
PricewaterhouseCoopers LLP was previously the principal accountant for the
Partnership. On July 9, 2002, that firm was dismissed as principal accountant
and KPMG LLP was engaged as principal accountant. The decision to change
accountants was approved by the general partner of the Partnership.
In connection with the audits of the two fiscal years ended December 31,
2001, and through July 9, 2002, there were no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference thereto in their reports on the financial statements for such
years.
The audit reports of PricewaterhouseCoopers LLP on the financial statements
of the Partnership as of and for the years ended December 31, 2001 and 2000 did
not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principle.

PART III
Item 10. Directors and Executive Officers of the Registrant.
--------------------------------------------------
The Partnership has no officers or directors and its affairs are managed by
its General Partner, Smith Barney Futures Management LLC. Investment decisions
are made by John W. Henry & Company, Inc.

42

Item 11. Executive Compensation.
---------------------
The Partnership has no directors or officers. Its affairs are managed by
Smith Barney Futures Management LLC, its General Partner. SSB, an affiliate of
the General Partner, is the commodity broker for the Partnership and receives
brokerage commissions for such services, as described under "Item 1. Business."
Brokerage commissions and clearing fees of $4,329,291 were earned for the year
ended December 31, 2002. Management fees and incentive fees of $1,501,313 and
$4,036,135, respectively were earned by the Advisor for the year ended December
31, 2002.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
--------------------------------------------------------------
(a). Security ownership of certain beneficial owners. As of March 1, 2003,
the Partnership knows of no person who beneficially owns more than 5%
of the Units outstanding.
(b). Security ownership of management. Under the terms of the Limited
Partnership Agreement, the Partnership's affairs are managed by the
General Partner. The General Partner owns Units of general partnership
interest equivalent to 643.5318 Units (1.1%) of Limited Partnership
Interest as of December 31, 2002.
(c). Changes in control. None.

Item 13. Certain Relationship and Related Transactions.

Salomon Smith Barney Inc. and Smith Barney Futures Management LLC would be
considered promoters for purposes of item 404 (d) of Regulation S-K. The nature

43

and the amounts of compensation each promoter will receive, if any, from the
Partnership are set forth under "Item 1. Business" and "Item 11. Executive
Compensation."
Item 14. Control and Procedures
----------------------
Based on their evaluation of the Partnership's disclosure controls and
procedures as of a date within 90 days of the filing of this report, the Chief
Executive Officer and Chief Financial Officer have concluded that such controls
and procedures are effective.
There were no significant changes in the Partnership's internal controls or
in other factors that could significantly affect such controls subsequent to the
date of their evaluation.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
---------------------------------------------------------------
(a) (1) Financial Statements: Statements of Financial Condition at December 31,
2002 and 2001.
Statements of Income and Expenses for the years ended December 31, 2002,
2001 and 2000.
Statements of Partners' Capital for the years ended December 31, 2002, 2001
and 2000.

(2) Financial Statement Schedules: Financial Data Schedule for the period
ended December 31, 2002.
(3) Exhibits:
3.1 - Limited Partnership Agreement (filed as Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-24923) and
incorporated herein by reference).
3.2 - Certificate of Limited Partnership of the Partnership as filed in

44

the office of the Secretary of State of the State of New York (filed
as Exhibit 3.2 to the Registration Statement on Form S-1 (File No.
333-24923) and incorporated herein by reference).
10.1-Customer Agreement between the Partnership and Smith Barney (filed as
Exhibit 10.1 to the Registration Statement on Form S-1 (File No.
333-24923) and incorporated herein by reference).
10.2-Subscription Agreement (filed as Exhibit 10.2 to the Registration
Statement on Form S-1 (File No. 333-24923) and incorporated herein by
reference).
10.3-Escrow Instructions relating to escrow of subscription funds (filed
as Exhibit 10.3 to the Registration Statement on Form S-1 (File No.
333-24923) and incorporated herein by reference).
10.4-Management Agreement among the Partnership, the General Partner and
John W. Henry & Company Inc. (filed as Exhibit 10.4 to the
Registration Statement on Form S-1 (File No. 333-24923) and
incorporated herein by reference).
10.5-Letter extending the Management Agreement between the General Partner
and John W. Henry & Company, Inc. for 1999 (previously filed).
10.6-Letter extending the Management Agreement between the General Partner

45

and John W. Henry & Company, Inc. for 2000 (previously filed).

10.7-Letter extending the Management Agreement between the General
Partner and John W. Henry & Company, Inc. for 2001 (previously
filed).

10.8-Letter extending the Management Agreement between the General
Partner and John W. Henry and company, Inc. for 2002 (filed
herein).

99.1 Certificate of Chief Executive Officer.

99.2 Certificate of Chief Financial Officer.

(b) Reports on 8-K: (b) None Filed.

46

Supplemental Information To Be Furnished With Reports Filed Pursuant To
Section 15(d) Of The Act by Registrants Which Have Not Registered Securities
Pursuant To Section 12 Of the Act.

Annual Report to Limited Partners

No proxy material has been sent to Limited Partners.

47

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this annual report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York and State of New York on the 27th day of March 2003.

SMITH BARNEY WESTPORT FUTURES FUND L.P.

By: Smith Barney Futures Management LLC
(General Partner)

By /s/ David J. Vogel
-------------------------------------
David J. Vogel, President & Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this
annual report on Form 10-K has been signed below by the following persons in the
capacities and on the date indicated.

/s/ David J. Vogel /s/ Shelley Ullman
- ------------------------------ -----------------------------
David J. Vogel Director
Director, Principal Executive
Officer and President

/s/ Maureen O'Toole /s/ Steve J. Keltz
- -------------------------- -----------------------------
Maureen O'Toole Secretary and Director
Director

/s/ Daniel R. McAuliffe, Jr.
- ------------------------------ -
Daniel R. McAuliffe, Jr.
Chief Financial Officer and
Director

48

TYPE> EX-27
DESCRIPTION> FINANCIAL DATA SCHEDULE
TEXT>
ARTICLE> 5
CIK> 0001037189
NAME> Smith Barney Westport Futures Fund L.P.

PERIOD-TYPE> 12-MONTHS
FISCAL-YEAR-END> DEC-31-2002
PERIOD-START> JAN-01-2002
PERIOD-END> DEC-31-2002
CASH> 77,132,693
SECURITIES> 8,897,390
RECEIVABLES> 66,430
ALLOWANCES> 0
INVENTORY> 0
CURRENT-ASSETS> 86,096,513
PP&E> 0
DEPRECIATION> 0
TOTAL-ASSETS> 86,096,513
CURRENT-LIABILITIES> 1,453,559
BONDS> 0
PREFERRED-MANDATORY> 0
PREFERRED> 0
COMMON> 0
OTHER-SE> 84,642,954
TOTAL-LIABILITY-AND-EQUITY> 86,096,513
SALES> 0
TOTAL-REVENUES> 28,045,186
CGS> 0
TOTAL-COSTS> 0
OTHER-EXPENSES> 9,989,083
LOSS-PROVISION> 0
INTEREST-EXPENSE> 0
INCOME-PRETAX> 18,056,103
INCOME-TAX> 0
INCOME-CONTINUING> 0
DISCONTINUED> 0
EXTRAORDINARY> 0
CHANGES> 0
NET-INCOME> 18,056,103
EPS-PRIMARY> 301.42
EPS-DILUTED> 0

CERTIFICATION

I, David J. Vogel, certify that:
1. I have reviewed this annual report on Form 10-K of Smith Barney
Westport Futures 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 and results of operations of
the registrant as of, and for, the periods presented in this annual
report;

4. The registrant's other certifying officer 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 registrant
and we have:

a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, 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 registrant'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 registrant's other certifying officer and I have disclosed, based

49

on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):

a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant'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 registrant's
internal controls; and

6. The registrant's other certifying officer 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.
Date: March 27, 2003

/s/ David J. Vogel
-----------------------
David J. Vogel
Chief Executive Officer

50

CERTIFICATION

I, Daniel R. McAuliffe, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of Smith Barney
Westport Futures 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 and results of operations of
the registrant as of, and for, the periods presented in this annual
report;

4. The registrant's other certifying officer 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 registrant
and we have:

a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, 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 registrant'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 registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):

51

a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

d. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer 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.
Date: March 27, 2003

/s/Daniel R. McAuliffe, Jr.
-----------------------
Daniel R. McAuliffe, Jr.
Chief Financial Officer

52