exv10w2wa






Exhibit 10.2(a)



AMENDMENT NO. 1 TO THE ESCROW AGREEMENT AND INSTRUCTIONS AMONG SMITH BARNEY WESTPORT FUTURES FUND
L. P., SMITH BARNEY FUTURES MANAGEMENT INC., SMITH BARNEY INC. AND EUROPEAN AMERICAN BANK DATED AS
OF APRIL 8, 1997




          Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Escrow Agreement and Instructions (the “Escrow Agreement”) dated as of April 8, 1997.




          Certain provisions of the Escrow Agreement are modified pursuant to this Amendment No. 1. SB
intends to enter into a Market-Making Agreement with the General Partner and the Partnership
whereby SB will purchase the Units of redeeming/transferring limited partners in the Partnership
for immediate resale to new investors. Upon the commencement of SB’s market-making offering,
subscribers’ subscription amounts received by SB shall be deposited in the Escrow Accounts as
Escrow Property.




          The Escrow Agent shall hold, deal with and dispose of the Escrow Property and any other
property at any time held hereunder subject to the terms and conditions hereinafter set forth:




          1. As long as SB is acting as market-maker for the Partnership, all Escrow Property deposited
with the Escrow Agent shall be paid over and delivered to SB on the first day of the month
succeeding receipt of a request from the General Partner and SB.




          2. Prior to delivery of the Escrow Property to SB as described in Paragraph 1 above, SB shall
have no title to or interest in the funds on deposit, and such funds shall under no circumstances
be subject to the payment or satisfaction of the liabilities or indebtedness of SB.




          3. The Escrow Agent shall cause all funds deposited with it pursuant to this Escrow Agreement
to be maintained and invested as SB shall from time to time direct by written instructions
delivered to the Escrow Agent.




          4. Notices to the Escrow Agent under the Escrow Agreement may be given by either the General
Partner or SB.




          5. Any of the persons whose names and signatures appear on Schedule 1 annexed hereto are
authorized by the General Partner and SB to deliver any instruction or notice to the Escrow Agent
required or permitted by this Escrow Agreement.





 









 








          6. The Escrow Agreement shall remain in full force and effect in accordance with its terms
except as modified by this Amendment No. 1.




Dated as of July 1, 1998




	 	 	 	 	 	 	 
	 	 	Parties to the Escrow	 	 
	 
	 	 	 	 	 	 
	 	 	SMITH BARNEY WESTPORT	 	 
	 	 	FUTURES FUND L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Smith Barney	 	 
	 

	 	 	 	Futures Management Inc.,	 	 
	 

	 	 	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ David J. Vogel
 


	 	 
	 
	 	 	 	 	 	 
	 	 	SMITH BARNEY FUTURES	 	 
	 	 	MANAGEMENT INC.	 	 
	 

	 	 	 		 	 






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ David J. Vogel
 


	 
	 

	 	SMITH BARNEY INC.
	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ David J. Vogel
 

	 	 






ACCEPTED:




EUROPEAN AMERICAN BANK




By                                                            




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SCHEDULE 1




	 	 	 	 	 
	Name	 	Title	 	Signature
	 
	 	 	 	 
	David J. Vogel

	 	President and Director
	 	/s/ David J. Vogel
	 

	 	 	 	 
	 
	 	 	 	 
	Daniel R. McAuliffe,

	 	Director
	 	/s/ Daniel R.
	Jr.

	 	 	 	McAuliffe, Jr.
	 

	 	 	 	 
	 
	 	 	 	 
	Daniel A. Dantuono

	 	Treasurer, Director
and Chief Financial
Officer
	 	/s/ Daniel A. Dantuono

	 

	 	 	 	 







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