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                                                                    EXHIBIT 10.2

                       S&P MANAGED FUTURES INDEX FUND, LP

                                ESCROW AGREEMENT

     This Agreement entered into as of this _____________ day of ______________,
2003, by and between S&P Managed Futures Index Fund, LP (the "Fund"), a Delaware
limited partnership, and Fifth Third Bank, Cincinnati, (the "Escrow Agent") and
RefcoFund Holdings, LLC, a Delaware limited liability company and provides as
follows:

                                   WITNESSETH

     WHEREAS, the Fund proposes to offer $100,000,000 of units of limited
partnership interests (referred to herein as the "Units") for subscription in
the S&P Managed Futures Index Fund, LP, at a price of $1,000 per Unit during the
initial offering period and at net asset value thereafter, in a public offering
of the Units;

     WHEREAS, the initial offering of the Units shall terminate as of
______________, 20____ (subject to extension until on or prior to
_______________________, 20____ at the option of RefcoFund Holdings, LLC, the
general partner (the "General Partner") of the Fund, upon verbal notice promptly
confirmed in writing to the Escrow Agent, and to prior sale of all available
Units) (the "Initial Offering Period"), and the Units shall be sold to the
public as soon as practicable thereafter, provided that the minimum number of
Units required for the Partnership to commence operations is sold during the
Initial Offering Period.

     WHEREAS, the minimum number of Units (the "Minimum Units") which may be
sold during the Initial Offering Period is ________________.

     WHEREAS, in connection with the proposed offering of Units, the Fund has
entered into an agreement with Refco Securities, LLC and certain additional
selling agents, as selling agents (the "Selling Agent") for the Fund;

     WHEREAS, the Selling Agent will retain all Subscription Agreement and Power
of Attorney signature pages submitted by persons subscribing to purchase Units
(the "Subscribers");

     WHEREAS, the Fund proposes to establish an escrow account with the Escrow
Agent; and

     WHEREAS, the Escrow Agent is willing to act as escrow agent for proceeds
received on subscription for the Units for the benefit of the Subscribers and
the Fund on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, and other good and valuable consideration the adequacy and
receipt of which is hereby acknowledged, agree as follows:

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1.   ESCROW DEPOSITS.

     a.   Until the termination of the escrow account (the "Escrow Account"),
          the Selling Agent will deposit with the Escrow Agent, and the Escrow
          Agent will receive and hold in escrow, on the terms and conditions set
          forth herein, all payments received on behalf of the Fund from the
          subscription of Units as confirmed to the Escrow Agent by the Fund.

     b.   Such subscriptions may be deposited in the Escrow Account established
          under this Escrow Agreement either by certified or clearinghouse
          check, or Federal Funds wire transfer, to be determined by the General
          Partner, duly made out to the Escrow Agent in the following form:
          "FIFTH THIRD BANK, CINCINNATI, AS ESCROW AGENT FOR S&P MANAGED FUTURES
          INDEX FUND, LP, ESCROW ACCOUNT NO._______________."

2.   INVESTMENT OF PROCEEDS.

     a.   If the deposit into the Escrow Account is made by certified check or
          Federal Funds wire transfer, the Escrow Agent shall invest the funds
          deposited on the same day as deposited, provided such deposit is
          received by the Escrow Agent by 10:00 a.m. E.D.T. If the deposit into
          the Escrow Account is made by certified check or Federal Funds wire
          transfer and received by the Escrow Agent after 10:00 a.m. E.D.T., the
          Escrow Agent shall invest the funds deposited on the next business
          day. If the deposit into the Escrow Account is made by clearinghouse
          check, the Escrow Agent shall invest the funds deposited on the next
          business day following the receipt of the clearinghouse check.

     b.   The Escrow Agent shall invest all funds deposited in the Escrow
          Account in Fifth Third US Treasury Fund Money Market Fund or such
          other obligations as are considered prudent to safeguard principal,
          earn reasonable interest and have funds available within a reasonable
          time for distribution when required.

3.   INITIAL CLOSING DATE AND ACTIONS AFTER THE INITIAL OFFERING PERIOD.

     a.   After the Initial Offering Period, Units may be sold as of each
          month-end. The General Partner may limit, suspend or terminate the
          offering at any time upon verbal notice promptly confirmed in writing
          to the Escrow Agent. The date of the sale of the Units is hereinafter
          referred to as the "Initial Closing Date" and each month-end
          thereafter during which Units are sold is hereinafter referred to as
          the "Subsequent Closing Date."

     b.   On the Initial Closing Date and each Subsequent Closing Date the
          Escrow Agent shall, upon (i) written instructions from the Selling
          Agent, the General Partner and the Fund, (ii) receipt of an affidavit
          signed by the General Partner to the effect that acceptable
          subscriptions for at least the Minimum Units have been received (other
          than from the General Partner or any of its principals or affiliates),
          and (iii) possession in the Escrow Account of at least the
          subscription price for the Minimum Units in cleared funds in payment
          of such subscriptions, release all

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          funds then held in such Escrow Account, except as otherwise provided
          herein, to the Fund's bank account (pursuant to instructions from the
          General Partner). No selling commissions or organizational or offering
          charges are payable from any amounts held in escrow. The General
          Partner shall give the Escrow Agent verbal notice (promptly confirmed
          in writing ) of the Initial Closing Date and each Subsequent Closing
          Date at least [three] [(3)] business days prior thereto.

     c.   In the event that the Initial Offering Period of the Units terminates
          (which it shall do either upon termination by the General Partner or
          upon the close of business 60 calendar days after the date of the
          prospectus subject to earlier termination or an extension for an
          additional 60 calendar days) without the General Partner having
          submitted to the Escrow Agent an affidavit certifying that acceptable
          subscriptions for at least the Minimum Units have been received (other
          than from the General Partner or any of its principals or affiliates),
          and receipt of cleared funds in payment of such subscriptions as
          aforesaid, the Escrow Agent shall, as promptly as practicable, and in
          no event later than five (5) business days thereafter, transmit to the
          relevant subscribers a check or checks in the amount of the
          subscriptions received plus the interest actually earned thereon while
          held in escrow. The General Partner shall immediately notify the
          Escrow Agent of either (i) termination of the Initial Offering Period
          prior to 60 calendar days after the date of the prospectus or (ii)
          extension of the Initial Offering Period.

4.   DISPOSITION OF PROCEEDS. The Escrow Agent shall pay the principal amount of
     and any interest earned on the funds held in escrow (a) to the Fund upon
     receipt by the Escrow Agent of $___________ for the sale of _____________
     Units; or (b) if earlier, to the subscribers in the manner set forth in
     SECTION 5 below, upon receipt of written instructions from the General
     Partner due to the termination of the Offering of Units.

5.   RETURN OF FUNDS TO SUBSCRIBERS.

     a.   At any time prior to the release of a Subscriber's funds from the
          Escrow Account, the General Partner is authorized to notify the Escrow
          Agent that such subscription has not been accepted (irrespective of
          how long such subscription has been held in the Escrow Account and of
          whether the General Partner had previously indicated its willingness
          to accept such subscription), and the General Partner is further
          authorized to direct the Escrow Agent to return any funds held in the
          Escrow Account during the Initial Offering Period to the subscriber
          (including any interest attributable to such funds while held in the
          Escrow Account). In the event a subscription has not been accepted,
          the General Partner shall provide the Escrow Agent with the name of
          the subscriber, the number of Units subscribed for each such
          subscriber, the amount of principal initially deposited. Such refund
          of subscriptions, plus interest, shall be made in the case of each
          rejected subscription in the same manner described above in the event
          that the offering is terminated without Units being sold.

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     b.   Interest earned on funds while held in the Escrow Account shall be
          allocated among Subscribers in proportion to the amounts of their
          respective subscriptions and the lengths of time their subscriptions
          were held in escrow.

     c.   Prior to delivery as described above, the Fund shall have neither
          title to nor interest in the funds on deposit in the Escrow Account,
          and such funds shall under no circumstances be subject to the
          liabilities or indebtedness of the Fund.

6.   ESCROW AGENT'S FEE. As compensation for its services hereunder, the Escrow
     Agent shall be entitled to receive its normal Escrow Fee in accordance with
     the attached Schedule 1. The escrow fees shall be paid by the Fund in the
     event the Fund breaks escrow, otherwise, fees will be paid directly by the
     General Partner. The Escrow Agent shall be reimbursed by the Fund for any
     costs, expenses, or services hereunder arising from any dispute,
     controversy or litigation in connection herewith. The Escrow Agent will
     send invoices on a monthly basis to the Fund and payment shall be due
     within ten (10) days of receipt of such invoices.

7.   INDEMNIFICATION. The General Partner shall indemnify and hold the Escrow
     Agent harmless from losses, costs, and expenses (including reasonable
     attorneys' fees) incurred by the Escrow Agent in any suit or claim arising
     out of or in connection with this Escrow Agreement except claims which are
     occasioned by the Escrow Agent's negligence, bad faith, or willful
     misconduct. This indemnity shall survive the termination of this Escrow
     Agreement.

8.   LIMITATIONS AND LIABILITY OF THE ESCROW AGENT.

     a.   The duties and responsibilities of the Escrow Agent will be limited to
          those expressly set forth herein, to hold such escrowed items and to
          deliver them to such recipient and under such conditions as herein set
          forth. The Escrow Agent shall not be liable for any act taken or
          omitted in good faith and shall be fully protected when relying on any
          written notice, demand, certificate or document which it believes to
          be genuine. The Escrow Agent may execute any of the duties or
          responsibilities hereunder either directly or through agents or
          attorneys.

     b.   If any property in the Escrow Account is at any time attached,
          garnished or levied upon, under any court order, or in case the
          payment, assignment, transfer, conveyance or delivery of any such
          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 the Escrow Agent is advised by legal counsel of its own choosing
          is binding upon the Escrow Agent, and if the Escrow Agent complies
          with any such order, writ, judgment or decree, the Escrow Agent shall
          not be liable to any of the parties hereto or to any other person,
          firm or corporation by reason of such compliance, even though such
          order, writ, judgment or decree may be subsequently reversed,
          modified, annulled, set aside or vacated.

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9.   CONFLICTING INSTRUCTIONS. In case of conflicting demands upon the Escrow
     Agent, the Escrow Agent may withhold performance of this Escrow Agreement
     until such time as said conflicting demands shall have been withdrawn or
     the rights of the respective parties shall have been settled by court
     adjudication, arbitration, joint order or otherwise.

10.  BOOKS AND RECORDS. The Fund and the Escrow Agent shall keep accurate books
     and records of all transactions hereunder, and each shall have access to
     such books and records of the other at all reasonable times. The Escrow
     Agent shall promptly provide the Fund with written confirmation of all
     amounts received from Subscribers.

11.  NOTICE. Any notice which the Escrow Agent is required or desires to give
     hereunder to any of the undersigned shall be in writing and may be given by
     mailing the same to the address of the undersigned indicated under their
     respective signatures hereon (or to such other address as said undersigned
     may substitute therefore by written notification to the Escrow Agent). For
     all purposes hereof, any notice shall be effective only when actually
     received. Notices to the Escrow Agent shall be in writing and shall not be
     deemed effective until actually received by the Escrow Agent. Whenever
     under the terms hereof the time for giving 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.

12.  TERMINATION.

     a.   The Escrow Agent may resign by giving twenty (20) business days'
          written notice to the General Partner. Upon resignation, the Escrow
          Agent is unconditionally and irrevocably authorized and empowered to
          send any and all property in the Escrow Account by registered mail to
          the respective depositors thereof.

     b.   The General Partner may remove the Escrow Agent at any time (with or
          without cause) by giving at least twenty (20) days written notice
          thereof. Within ten (10) days after receiving such notice, the General
          Partner and the Selling Agent shall jointly agree on and appoint a
          successor escrow agent at which time the Escrow Agent shall either
          redistribute the funds held in the Escrow Account, less its fees,
          costs and expenses or other obligations owed to it as directed by the
          joint instructions of the General Partner and the Selling Agent or
          hold such funds, pending distribution, until all such fees, costs and
          expenses or other obligations are paid. If a successor escrow agent
          has not been appointed or has not accepted such appointment by the end
          of the ten (10) day period, the Escrow Agent may appeal to a court of
          competent jurisdiction for the appointment of a successor escrow
          agent, or for other appropriate relief and the costs, expenses and
          reasonable attorneys fees which the Escrow Agent incurs in connection
          with such a proceeding shall be paid by the General Partner.

13.  AMENDMENTS. The Agreement may be amended at any time or times by an
     instrument in writing signed by all of the parties.

14.  GOVERNING LAW. This Agreement shall be construed, enforced, and
     administered in accordance with the laws of the State of New York. The
     parties hereto agree that any

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     action or proceeding arising directly, indirectly, or otherwise in
     connection with, out of, related to, or from this Agreement, any breach
     hereof, or any transaction covered hereby, shall be resolved, whether by
     arbitration or otherwise, within the City of New York, and State of New
     York. Accordingly, the parties hereto consent and submit to the
     jurisdiction of the federal and state courts and applicable arbitral body
     located within the City of New York, and State of New York. The parties
     further agree that any such action or proceeding brought by any party to
     enforce any right, assert any claim, or obtain any relief whatsoever in
     connection with this Agreement shall be brought by such party exclusively
     in the federal or state courts, or if appropriate, before any applicable
     arbitral body, located within the City of New York, and State of New York.

15.  DISPUTES. In the event of any dispute between or conflicting claims by or
     among the General Partner or the Selling Agent and/or any other person or
     entity with respect to any funds held in the Escrow Account, the Escrow
     Agent shall be entitled, at its sole discretion, to refuse to comply with
     any and all claims, demands or instructions with respect to such funds so
     long as such dispute or conflict shall continue, and the Escrow Agent shall
     not be or become liable in any way to the General Partner or the Selling
     Agent for its failure or refusal to comply with such conflicting claims,
     demands or instructions, except to the extent under the circumstances such
     failure would constitute negligence, bad faith or willful misconduct on the
     Escrow Agent's part. The Escrow Agent shall be entitled to refuse to act
     until, at is sole discretion, either such conflicting or adverse claims or
     demands shall have been finally determined in a court of competent
     jurisdiction or settled by agreement between the conflicting parties as
     evidenced in a writing, satisfactory to the Escrow Agent or the Escrow
     Agent shall have received security or an indemnity satisfactory to the
     Escrow Agent sufficient to save it harmless from and against any and all
     loss, liability or expense which it may incur by reason of its acting. The
     Escrow Agent may in addition elect at its sole discretion to commence an
     interpleader action or seek other judicial relief or orders as the Escrow
     Agent may deem necessary.

     IN WITNESS WEREOF, the parties have executed this Escrow Agreement as of
the date first set forth above.


FIFTH THIRD BANK
     Escrow Agent
     Fifth Third Bank
     251 North Illinois Street, Suite 310
     Indianapolis, IN 46204
     Attn: George Bawcum


By:
     ----------------------------------------------
     [Name]
     [Title]

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S&P MANAGED FUTURES INDEX FUND, LP


By:  RefcoFund Holdings, LLC
     550 W. Jackson
     Suite 1300
     Chicago Illinois 60661


By:
     ----------------------------------------------
     [Name]
     [Title]

REFCOFUND HOLDINGS, LLC
550 W. Jackson
Suite 1300
Chicago Illinois 60661


By:
     ----------------------------------------------
     [Name]
     [Title]

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                                   SCHEDULE 1

                        SCHEDULE OF FEES FOR ESCROW AGENT

ACCEPTANCE FEE:                                                          $500.00

The Acceptance Fee includes our review and comments relating to the governing
documents, initial investment of escrow proceeds, and the set up of escrow
accounts.

ANNUAL ADMINISTRATIVE FEE:                                             $1,000.00

The Annual Administrative Fee includes the routine administration of the escrow
document and the processing of payments coming in from Subscribers.

Additional Services include:

          -    Monthly Statements
          -    Investment in the Fifth Third US Treasury Money Market Fund

OTHER CHARGES

In the event that Escrow is not broke:

          -    Disbursements
          -    $10.00 per Subscriber

Additional fees may be charged for any unusual, special or extraordinary
services required. The charges will be based upon the extent of the services
performed and the responsibilities assumed by the Escrow Agent.

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