Escrow Agreement



  
 Exhibit 10.3 
  
 ESCROW AGREEMENT dated as of December     , 2002 by and among Citigroup Diversified Futures Fund L.P. (the “Partnership”), Smith Barney Futures Management LLC (the
“General Partner”), Salomon Smith Barney Inc. (“SSB”) and JPMorgan Chase Bank, a New York State chartered bank (the “Escrow Agent”). 
  

	To:
	 
	JPMorgan Chase Bank 
 


	  
	 
	450 West 33rd Street, 15th floor 
 


	  
	 
	New York, New York 10001 
 


	  
	 
	Attention: Institutional Trust Services 
 

  
 The following property is to be deposited with you as Escrow Agent in one or more bank accounts further described in Paragraph 4 below which shall be entitled “Subscriber Escrow Accounts for
Citigroup Diversified Futures Fund L.P.”: 
  
 All proceeds of subscriptions (the “Escrow Property”)
for Units of Limited Partnership Interest (“Units”) in CITIGROUP DIVERSIFIED FUTURES FUND L.P., a New York limited partnership, received by SSB, Selling Agent for the Partnership. SSB shall deliver to all such prospective subscribers
interim receipts for the amount of the funds deposited in this escrow. 
  
 As Escrow Agent, you are hereby directed
to hold, deal with and dispose of the Escrow Property and any other property at any time held by you hereunder subject to the terms and conditions hereinafter set forth: 
  

	1.
	 
	During the Initial Offering Period and the Continuous Offering Period (as defined in Paragraph 6 below), all Escrow Property (up to the collected balances in
the account or accounts and as the balances become collected in the account or accounts) deposited with the Escrow Agent and any interest earned thereon (which shall also be part of the Escrow Property) shall be paid over and delivered to the
Partnership as directed by written notice by the General Partner as soon as practicable after receipt by the Escrow Agent of such written notice in accordance with Paragraph 2 below. 
 

  

	2.
	 
	The Escrow Property deposited with the Escrow Agent and any interest earned thereon shall be paid over and delivered to the Partnership as directed by written
notice of the General Partner: 
 

  

	 	(i)
	with respect to the Initial Offering Period, if subscriptions for Units in the aggregate value of $25,000,000 have been received during the Initial Offering
Period, as evidenced by an affidavit of the General Partner attesting to said fact, and 
 

  

	 	(ii)
	during the Continuous Offering Period on the first day of the month. Any such written request shall be made sufficiently in advance of the first day of a month
to provide sufficient time for the Escrow Agent to process the request for delivery to the Partnership on the first day of the month. 
 

  
 During the Continuous Offering Period, any interest earned on the Escrow Property (which shall also be part of the Escrow Property) shall be returned by the
General 







 Partner directly to each subscriber in proportion to their respective subscriptions and to the period their respective
subscriptions were held in escrow. If subscriptions for Units in the aggregate value of $25,000,000 have not been received during the Initial Offering Period, as evidenced by an affidavit of the General Partner attesting to said fact, the Escrow
Property will be paid over and delivered by the Escrow Agent directly to subscribers as soon as practicable after receipt of written directions from the General Partner. Such directions will include the names, address and tax identification number
of each subscriber, along with the aggregate dollar amount (principal plus interest) due to each subscriber. Funds will be delivered by check or wire. 
  

	3.
	 
	Prior to delivery of the Escrow Property to the Partnership as described in Paragraph 2 above, the Partnership 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 the Partnership. 
 

  

	4.
	 
	The Escrow Agent shall cause all funds deposited with it pursuant to this Escrow Agreement to be maintained and invested (as the General Partner shall from time
to time direct by written instructions delivered to the Escrow Agent) in an interest-bearing trust account or accounts which can be readily liquidated on twenty-four hours notice, in an amount equal to the collected balances in the account or
accounts, as permitted under the Securities and Exchange Commission’s Rule 240.15c2-4. Calculations of interest on Escrow Property are set forth in Schedule 2. 
 

  

	5.
	 
	Within 15 days of receipt of a subscription agreement, the General Partner may notify the Escrow Agent that a subscription agreement of a subscriber has not
been accepted, and the General Partner may direct the Escrow Agent by written instruction to return any funds held in escrow for the benefit of such subscriber to SSB for credit to the securities account of such subscriber as instructed, together
with such subscriber’s proportionate share of any interest earned on the Escrow Property during the period such funds were held in escrow as instructed. 
 

  

	6.
	 
	The Initial Offering Period for the Units shall mean a period of 120 days commencing on the date of the Partnership’s Private Placement Offering Memorandum
and Disclosure Document (the “Offering Memorandum”), unless the General Partner terminates the offering at an earlier date or extends the Initial Offering Period for up to an additional 30 days, in which case the Initial Offering Period
shall mean such period as so terminated or extended. The General Partner shall provide the Escrow Agent with prompt written notice of the date of the Offering Memorandum and any such termination or extension. The Continuous Offering Period for the
Units shall mean a period commencing at the end of the Initial Offering Period, provided that subscription funds in the aggregate value of $25,000,000 are received during the Initial Offering Period. 
 

  

	7.
	 
	Any of the persons whose names and signatures appear on Schedule 1 annexed hereto are authorized by the General Partner to deliver any instruction or notice to
the Escrow Agent required or permitted by this Escrow Agreement. In the event funds transfer instructions are given in writing or by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the
person or persons designated on Schedule 1, other than the authorized person detailed on the written or facsimile instruction, and the Escrow Agent may 
 


 
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	rely upon the confirmations of anyone purporting to be the person or persons so designated. It is understood that the Escrow Agent and the beneficiary’s
bank (the beneficiary being such person to whom SSB shall direct that such funds be paid) in any funds transfer may rely upon any account numbers or similar identifying number provided by SSB to identify (i) the beneficiary, (ii) the
beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent, provided that it has exercised due care, may apply any of the escrowed funds for any payment order it executes using any such identifying number, even where its use may result
in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated by the beneficiary. 
 

  

	8.
	 
	As Escrow Agent hereunder, you shall have no duties or responsibilities except those expressly set forth herein. The Escrow Agent shall act hereunder merely as
a depository and in a ministerial capacity. The Escrow Agent shall not be deemed to be a trustee for any person. 
 

  
 The Escrow Agent may consult with counsel and shall be fully protected with respect to any action taken or omitted by it in good faith on advice of counsel and you shall have no liability hereunder except for your bad faith
or gross negligence. You shall have no responsibility as to the validity or value of the Escrow Property and you may rely on any certificate, statement, request, consent, agreement or other instrument which you believe to be genuine and to have been
signed or presented by a proper person or persons. You shall not be bound by any modification of this Escrow Agreement unless in writing and signed by all parties hereto and actually received by you and, if your duties as Escrow Agent hereunder are
affected, unless you shall have given prior written consent thereto. In the event that you shall be uncertain as to your duties or rights hereunder or shall receive instructions from any of the undersigned with respect to the Escrow Property which,
in your opinion, are in conflict with any of the provisions of this Escrow Agreement, you shall be entitled to refrain from taking any action other than to retain the Escrow Property until you shall be directed otherwise in writing by the unanimous
consent of the parties hereto or by final order of a court of competent jurisdiction. 
  
 The Escrow Agent may, at
its own discretion, refuse to accept any deposits lacking the required documentation or containing discrepancies. 
  
 In any event when the Escrow Agent receives disbursement instructions, it is expressly understood and agreed that the Escrow Agent shall not be required to make any such disbursement until such amount is, to the Escrow Agent’s
satisfaction, available in cleared funds. Further, in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of Escrow Property. 
  

	9.
	 
	Any notice which the Escrow Agent is required or desires to give hereunder to any of the undersigned shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is to be given, on the following day if given by telegram, or on the third day after mailing if mailed to the party to whom notice is to be given by first class mail,
registered or certified with return receipt requested, postage prepaid, and properly addressed as follows: 
 

  

 
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	 	To:
	 
	Citigroup Diversified Futures Fund L.P. and Smith Barney Futures Management LLC 
 

    388 Greenwich Street—7th floor 
    New York, New York 10013 
    Attention: Mr. Daniel R. McAuliffe, Jr. 
    Telephone Number: (212) 723-5435 
    Facsimile Number: (212) 723-8990 
  

	 	To:
	 
	Salomon Smith Barney Inc. 
 

    388 Greenwich Street—7th floor 
    New York, New York 10013 
    Attention: Mr. Daniel R. McAuliffe, Jr. 
    Telephone Number: (212) 723-5435 
    Facsimile Number: (212) 723-8990 
  
 Notices to the Escrow Agent shall be in writing and shall not be deemed to be given until actually received by the Escrow Agent at the
following address: 
  

	  
	 
	JPMorgan Chase Bank 
 


	  
	 
	450 West 33rd Street, 15th floor 
 


	  
	 
	New York, New York 10001 
 


	  
	 
	Attention: Ms. Lakeesha Middleton 
 


	  
	 
	Telephone Number: (212) 946-3390 
 


	  
	 
	Facsimile Number: (212) 946-8156 
 

  
 Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday or bank holiday, such time shall be extended to the Escrow Agent’s next business
day. 
  

	10.
	 
	If any property subject hereto is at any time attached, garnished or levied upon, shall become or be the subject of any court order, or in case the payment,
assignment, transfer, conveyance or delivery of the Escrow Property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property, or any part thereof, then in
any of such events the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree, which it is advised by legal counsel of its own choosing, is binding upon it, and if it complies with
any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person, firm, or corporation for any losses, claims, costs, payments or expenses by reason of such compliance, even though such order,
writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. 
 

  

	11.
	 
	The Escrow Agent may resign by giving ten (10) days’ written notice to the undersigned, and thereafter shall deliver the Escrow Property to a successor
escrow agent acceptable to all parties hereto, which acceptance shall be evidenced by the joint written and signed order of the undersigned. If no such order is received by the Escrow Agent by such resignation date, the 




 
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	obligations of the Escrow Agent shall nevertheless cease and terminate and the Escrow Agent is unconditionally and irrevocably authorized and empowered to send
the Escrow Property by registered or certified mail to the respective subscribers thereof. 
 

  

	12.
	 
	SSB shall reimburse the Escrow Agent for all out-of-pocket expenses (including, without limitation, New York taxes and other governmental charges) incurred by
you in connection with your duties hereunder and shall indemnify you against and save you harmless against any and all claims, liabilities, costs, payments and expenses, including fees of counsel (who may be selected by you), for anything done or
omitted by you in the performance of this Agreement, except as a result of your own gross negligence or bad faith, and you shall have a lien on the Escrow Property for the amount thereof. All such fees and expenses shall be paid by SSB.

 

  

	13.
	 
	In addition, SSB agrees to pay the Escrow Agent an Escrow Agent fee of $2,500 per year (or partial year) per Escrow Account established, and no additional fees
or charges for transactions or maintenance shall be charged to SSB with respect to such accounts. A $10 check or wire fee will be charged in the event funds are required to be returned to the subscribers. 
 

  

	14.
	 
	Nothing in this Agreement is intended to or shall confer upon anyone other than the parties hereto any legal or equitable right, remedy or claim. This Agreement
shall be governed by, and its provisions construed in accordance with, the laws of the State of New York, and may be modified only in writing executed by all parties hereto. 
 

  

	15.
	 
	Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The parties hereto acknowledge that the indemnities
given hereunder shall survive the resignation or removal of the Escrow Agent, or the termination of this Agreement. 
 

  

	16.
	 
	Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to
which all or substantially all the escrow business of the Escrow Agent’s corporate trust line of business may be transferred, shall be the Escrow Agent under and in accordance with the terms of this Escrow Agreement without further act.

 

  

	17.
	 
	Upon execution of this agreement, SSB shall provide the Escrow Agent with a fully executed Form W-9. All tax reporting, if applicable, shall be the
responsibility of the General Partner exclusively. 
 

  

	18.
	 
	This Agreement may be executed in one or more counterparts, but in such event each counterpart shall constitute an original and all of such counterparts shall
constitute one Agreement. 
 

  
  

 
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 Dated as of December     , 2002 
  
 
	 Parties to the Escrow
 
	 CITIGROUP DIVERSIFIED FUND L.P.
 
	 By:
 	 	 Smith Barney Futures Management LLC,
 
	  	 	 General Partner
 
	 
	 By                                     
                                        
                    
 
	 
	 SMITH BARNEY FUTURES
 
	 MANAGEMENT LLC
 
	 
	 By                                     
                                        
                    
 
	 
	 SALOMON SMITH BARNEY INC.
 
	 
	 By                                     
                                        
                    
 

 
  
 ACCEPTED: 
 JPMORGAN CHASE BANK 
 By                                     
                                        
                                
  

 
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 SCHEDULE 1 
  
  
 
	 Name
 
	 	  	 	 Title
 
	 	  	  	 Signature
 

	 
	 David J. Vogel
 	 	  	 	 President and Director
 	 	  	  	                                      
                            
 
	 
	 Daniel R. McAuliffe, Jr.
 	 	  	 	 Director and Chief Financial Officer
 	 	  	  	                                      
                            
 
	 
	 Shelley Ullman
 	 	  	 	 Director and Senior Vice President
 	 	  	  	                                      
                            
 

 
  







  
 SCHEDULE 2 
  
 Interest payments shall be calculated at the one-month LIBOR rate minus 50 basis points on the average daily balance in the Escrow Account. 

 
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