exv10w5






Exhibit 10.5




ESCROW AGREEMENT





			
	TO:	 	European American Bank

335 Madison Avenue

New York, New York 10017

Attention: Financial Institutions North America





     The following property is to be deposited with you as Escrow Agent in one or more Money Market
Accounts which shall be entitled “Smith Barney Potomac Futures Fund L. P.” (Escrow Accounts):



     All proceeds of subscriptions (the “Escrow Property”) for Units of Limited Partnership
Interest (“Units”) in Smith Barney Potomac Futures Fund L. P., a New York limited partnership (the
“Partnership”), received by Smith Barney Inc. (“SB”), Selling Agent for the Partnership, or
additional selling agents appointed by SB. SB 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 (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 Smith Barney Futures Management Inc., general partner of the
Partnership (the “General Partner”), as soon as practicable after receipt by the Escrow Agent of
such written notice in accordance with Paragraph 2 below. In the event the General Partner has
directed you to operate two bank money market accounts for the Partnership, such request shall
specify the account from which the Escrow Property should be paid over and delivered to the
Partnership.



     2. If subscriptions for Units in the aggregate value of $2,000,000 have been received during
the Initial Offering Period (as defined in Paragraph 6 below), as evidenced by an affidavit of the
General Partner attesting to said fact, the Escrow Property shall be paid over and delivered to the
Partnership as soon as practicable after the receipt of the written request of the General Partner.
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 $2,000,000
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.



     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 money market 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 Commission’s Rule 240.15c2-4.



     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 the Escrow
Account for the benefit of such subscriber directly to such subscriber, together with such
subscriber’s proportionate share of any interest earned on the Escrow Property during the period
such funds were held in escrow.



     6. The Initial Offering Period for the Units shall mean a period of 90 days commencing on the
date of the Partnership’s Private Placement Offering Memorandum and Disclosure Document unless the
General Partner terminates the offering at an earlier date or extends the Initial Offering Period
for up to an additional 60 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 any such termination or extension.



     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.



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     8. (a) 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. In the
event checks are received which represent proceeds of subscriptions, Escrow Agent will deposit the
checks for collection, but shall be under no duty to enforce the collection of any check. The
Escrow Agent shall not be responsible for the form, terms, validity or negotiability of the checks,
the validity of any signature on any check, or the authority of any person to sign or issue any
check.



          (b) 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 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.



          (c) The Escrow Agent may, at its own discretion, refuse to accept any deposits lacking the
required documentation or containing discrepancies.



          (d) 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



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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:



	 	 	 	 	 
	 

	 	To:
	 	Smith Barney Potomac Futures Fund L. P.
	 

	 	 	 	and Smith Barney Futures Management Inc.
	 
	 	 	 	 
	 

	 	 	 	390 Greenwich Street — 1st floor
	 

	 	 	 	New York, New York 10013
	 

	 	 	 	Attention: Mr. David J. Vogel
	 
	 	 	 	 
	 

	 	To:
	 	Smith Barney Inc.
	 
	 	 	 	 
	 

	 	 	 	390 Greenwich Street — 1st floor
	 

	 	 	 	New York, New York 10013
	 

	 	 	 	Attention: Mr. David J. Vogel





Notices to the Escrow Agent shall be in writing and shall not be deemed to be given until actually
received by the Escrow Agent. 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
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.



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     12. SB 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 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 SB.



     13. In addition, SB agrees to pay the Escrow Agent an Escrow Agent fee of $2,500 per Escrow
Account established. Additionally, SB agrees to pay applicable fees as set forth in Schedules 2
and 3 annexed hereto.



     14. In the event that any checks or other instruments deposited in the account or accounts
established to hold the Escrow Property prove uncollectible after the funds represented thereby
have been released pursuant to the Agreement, SB shall promptly reimburse the Escrow Agent therefor
upon request, and the Escrow Agent shall deliver the returned checks or other instruments to SB.



     15. 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.



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     16. 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.



Dated as of April 15, 1997




	 	 	 	 	 	 	 
	 	 	Parties to the Escrow	 	 
	 	 	 	 	 
	 	 	SMITH BARNEY POTOMAC	 	 
	 	 	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	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	Jack H. Lehman, III

	 	Chairman
and Director
	 	/s/ Jack H. Lehman, III	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	Daniel A. Dantuono

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

	 	 
	 	 

	 	 







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